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04/21/2021 Agreement Kevin Madok, CPA gqb: 3+. .. ;r Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: May 11, 2021 TO: Alan MacFachern, Director Information Technolo: FROM: Pamela C. Hanco li.C. SUBJECT: April 21"BOCC Meeting Attached is an electronic copy of the following item for your handling: C5 Contract with DI.T Solutions, LLC for their Oracle Fusion Public Sector Community Development Cloud Service, in die amount of$708,712.29,which is composed of $457,089.24 in implementation costs, and $251,623.05 in license costs for the first three years. Monroe County also has the option to renew licensing annually, at predetemmned costs, through 2028. This contract will utilize competitively bid pricing in accordance with cooperative purchasing/piggybacking procedures. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Ronda 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 AGREEMENT FOR IMPLEMENTATION OF THE ORACLE PUBLIC SECTOR COMPLIANCE AND REGULATION PRODUCT This Agreement ("Agreement") made and entered into this 21 st day of April 2021 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND DLT Solutions, LLC, a Foreign Limited Liability Company of the State of Florida, whose principal address is 2411 Dulles Corner Park, Suite 800, Herndon, VA 20171 its successors and assigns, hereinafter referred to as "DLT" or"CONTRACTOR", WITNESSETH: WHEREAS, the COUNTY is in need of a software product to be utilized by the building and code departments for processing and issuing of building permits, contractor licenses, code case, and other related functions, as the vendor for the current system in use has published an end of life support for the product; and WHEREAS, County staff has research various products offered for this purpose and has determined the best option to meet the County's Building Department's needs is an Oracle software product; WHEREAS, COUNTY desires to implement the Oracle Public Sector Compliance and Regulation (PSCR) product for building permitting and contractor licensing to be utilized by the COUNTY'S Building Department; and WHEREAS, CONTRACTOR has agreed to implement the Oracle PSCR product through a True Cloud Method (TCM) implementation methodology which will be deployed for the functional areas of Building Permitting and Contractor Licensing and which shall collectively be referred to as the "Project"; and WHEREAS, this Agreement will be utilizing cooperative purchasing and pricing through OMNIA Partners, a cooperative purchasing organization for public sector procurement, using a competitively bid solicitation issued by Maricopa County, AZ on behalf of itself and all states, local governments, and other government agencies, for Oracle Products and Services (DLT Solutions, LLC contract #180233-001; effective 12/12/18 to 11/30/23; Additional term up to a maximum of five years up to 11/30/2028); and WHEREAS, DLT Quote 4916437 is incorporated into and made part of this Agreement (See Attachment A); NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.1.2 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.3 Subject to the indemnification outlined in Article V, the CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.4 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.5 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.6 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. 2.2 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Alan MacEachern IT Director Monroe County BOCC Information Technology 102050 Overseas Highway, MM 102.5 Key Largo, FL 33037 And: Ed Koconis Administrative Director Monroe County BOCC 102050 Overseas Highway, MM 102.5 Key Largo, FL 33037 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the CONTRACTOR: Sheree Diller Sales Account Executive DLT Solutions, LLC 2411 Dulles Corner Park, Suite 800 Herndon, VA 20171 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Basic Services. Should the COUNTY require additional products or services they shall be paid for by the COUNTY at pricing, rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive pricing under the DLT Solutions, LLC contract for Oracle Products and Services (contract #180233-001; effective 12/12/18 to 11/30/23; Additional term up to a maximum of five years up to 11/30/2028), to provide the requested products and/or to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Any additional services must be funded and approved by the Board of County Commissioners. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to office accommodations, facilities, equipment, county staff assistance and cooperation, and complete and accurate data. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and the CONTRACTOR' representative if either become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.2. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 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. 5.2 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. 5.3 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. 5.4 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, DLT SOLUTIONS 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. 5.5 SECTION 6.2 INFRINGEMENT DEFENSE INDEMNIFICATION SHALL APPLY AS SET FORTH BELOW(SEE ORACLE PRODUCTS AND SERVICES AGREEMENT DATED 12/12/18-Attached hereto as Attachment B): (SEE EXHIBIT C, D AND E Attachment B) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819. Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712 ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION, PAYMENTS, BUDGET and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY shall pay the CONTRACTOR monthly in current funds for the CONTRACTOR'S performance of this Agreement based on the competitively bid pricing outlined in Attachment A. The Total Estimated Not to Exceed Amount of Seven Hundred and Eight Thousand, Six Hundred and Twelve Dollars and Twenty Nine Cents. ($708,612.29) will apply to this Agreement. This amount is composed of Four Hundred and Fifty Six Thousand, Nine Hundred and Eighty Nine Dollars and Twenty Four cents. ($456,989.24) in implementation costs and Two Hundred and Fifty-One Thousand, Six Hundred and Twenty-Three Dollars and Five Cents ($251,623.05) in initial Licensing costs. 7.2 PAYMENTS 7.2.1 The contractor will be paid in increments based on delivered work products according to the Proposed Payment Schedule included in Attachment A, page 16, Section 5. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Clerk based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses will be incurred by the CONTRACTOR. Additionally, it is anticipated that this work will be performed remotely, but in the event that travel becomes necessary, expenses incurred in connection with travel authorized by the County, in writing, will only be reimbursement to the extent and in the amount authorized by Section 112.061, Florida Statutes. 7.4 TERM OF AGREEMENT 7.4.1 The initial term of this Agreement is for a Thirty-six (36) month period. This Agreement may be extended upon mutual agreement of the parties. The Agreement may be renewed after the initial three year term for incremental one-year extensions in accordance with the term of the contract for Oracle Products and Services (DLT Solutions, LLC contract #180233-001; effective 12/12/18 to 11/30/23; Additional term up to a maximum of five years up to 11/30/2028). Any renewal of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease, policy limits, $100,000 Disease each employee. C. Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non- owned vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or $300,000 combined single limit. D. Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subCONTRACTORs, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 per Person, $500,000 per Occurrence, $200,000 Property Damage or $500,000 Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional Liability Insurance or Engineer's Errors and Omissions insurance of $300,000 per occurrence and $500,000 annual aggregate. If the policy is a "claims made" policy, CONTRACTOR shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The minimum limits acceptable is: $1,000,000 G. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. H. CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. I. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. J. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after fifteen (15) days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with fifteen (15) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.5 CONTRACT DOCUMENTS This contract consists of the Request for Proposals (issued under the lead agency under OMNIA Partners), any addenda, the Form of Agreement (Articles I-IX)/This Agreement, the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and Attachment A, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the Form of the Agreement/this Agreement will control or alternatively the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subCONTRACTOR has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subCONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.7 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.3 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.10 ATTORNEYS FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.13 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.15 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI I of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.17 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.18 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." 9.19 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.20 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR 'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,BRIAN BRADLEY AT PHONE#305-292-3470 BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.21 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.22 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.24 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.27 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.28 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 9.29 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen,was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. WI S WHEREOF, each party has caused this Agreement to be executed by its duly ' ' d ‘la epresentative epresentative on the day and year first above written. r \ BOARD OF COUNTY COMMISSIONERS 7ittE(St4 vio MMaadddok, Clerk OF MONROE/, COUNTY, FLORIDA By: E Asa' l d)_l _ � As Deputy Clerk Mayor/Chairman (Seal) CONTRACTOR Attest: �/ By: K�Feud By: /7( Title: Sales Manager Title: Senior Director of Sales END OF AGREEMENT MONROE COUNTY ATTORNEY /i . ttizx, .afoR�- n l OfRRTME LMBERFBMROWSn ASSISTANT COUNTY ATTORNEY DATE 4127191 _E . - C.<ti - C r r— Attachment A- Scope of Services / Pricing DLT Solutions, LLC Quote Quote: 4916437 Reference: 1594775 Date: 02/16/2021 / 03/26/2021 TIT � + r 11 Z�� ,a P11 � F ♦ F R t Ar rg , a r t r� 4, JS 1 , This proposal includes data that shall riot be disclosed outside the Government and shall not be duplicated,used, or disclosed--in whole or in part--for any purpose otherthan to evaluate this proposal.If,however,a contract is awarded to this offer or as a result of—or in connection with--the submission of this data,the Government shall have the right to duplicate,use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Government'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 marked with the following legend:Use or disclosure of data on this page is subject to the restriction on the title page of this proposal or quotation. DLT Solutions,a Tech Data Company 24), Dulles Corner Park,Suite Boo Herndon VA 20277 '703.709.7172%www.dlt.com TIN S4-z59988a DUNS#78-6468199 CAGE Code oSoH9-GSA IT Schedule 7o GS-35F-267DA .� �. � ,� � � � �;� ` �. � ,�i� � ri ;� �� t, -�,,. a _ _ _ ,.,n. _ �- a � � ,. ! __ _ u_ li �. .. t_ 1� C 1 _, i L i March 2-6, 2021 Monroe County, FL isoo Simonton Street Room 2283 Key West, FL 33040 Attention:Karen Pleasant Gonzalez, Sr Application Administrator Dear Karen, DLT Solutions,a Tech Data Company,and Oracle America, Inc.have partnered("Team DI_T")to offer this proposal for True Cloud Method(TCM)implementation on a fixed price basis to Monroe County, Florida ("Customer"). DLT Solutions,a Tech Data Company is the Prime Contractor for this engagement.DLT intends to subcontract the proposed services to Oracle America, Inc. If you have technical questions, please contact Sheree Diller at 703-708-9128 or > t ddk-'�ildk.corii. For contractual questions, please contact 703-709-7172 Please note that DLT will bill for all travel as actuals and in accordance with the Federal Travel Regulation unless otherwise mandated by the customer,Purchase Order. FJTR Policy and Per Diem Rates can be found at This offer is valid until 04/30/2021.Please reference Quote#4926354 upon subsequent award or Purchase Order. Please note that the period of performance shall be one year form date of award unless otherwise required by award. We look forward to your analysis of our proposal and to speaking with you further regarding your consulting needs. Sincerely, Sheree Diller Sales Account Executive Consulting Services—Enterprise Applications 2411.Dulles Corner Park,Suite 800,Herndon,VA 2017s / : -M-11 800,262,4358 ( el-ax 703.709.8450 f auWW c!I om MONROE COUNTY, FLORIDA 1.1'' See next page, LILT Solutions,a Tech Data Company March z6, 202 Page 1 4916437 »n„ 1594775 Price Quotation 02/16/2021 04/30/2021 Karen Pleasant Gonzalez Tyler McCarthy Monroe County (FL) DLT Solutions, LLC 1100 SIMONTON STREET RM 2283 2411 Dulles Corner Park Key west, FL 33040 Suite 800 Herndon,VA 20171 (305)292-4441 (703) 708-9630 (703)708-9630 Pleasant-Karen@MonrreCounty-F L.Gov tyler.rrrccarthy( dlt.corn NOTE Please include the following in your purchase order: "This is a 36-month ("initial term") purchase order for Oracle Cloud Services("Order")pursuant to DLT quote number 4916437, By Monroe County's issuance of this 36-month Order, Monroe County is confirming to DL.T that all funds for the first 12-month period,within the initial 36-month terra, have been fully appropriated, are available and no longer subject to any appropriations contingencies, In the event that funds are not appropriated for a new fiscal year within the initial 36-month term, despite Monroe County's good faith efforts to seek the appropriate funds, Monroe County may terminate this Order at the end of the final funded year upon no less than thirty (30) days' notice to DLT. Notwithstanding the foregoing, Monroe County agrees to pay for all services already performed by Oracle prior to Dt.'r,s receipt of Monroe County's notice of non-appropriations." NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and IaaS Cloud services Descriptions document available at hftp://www.oracle.com/contracts, if you in a given month exceed the quantity of services specified for any of the Cloud Services listed in DLT Quote 4916437 with "Government"in the product name("Government PaaS and laaS Cloud Services"),then you must pay for such increased usage/capacity at the Unit Net Price specified in your order. 1 98 1-32356965 B90142 MSTATE-ORCL-USC 3240 $65,44503 $212,041,90 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 36 months 2 9891-7428 B91940 MSTATE-C`ORCL-USC 720 $28.7958 $20,732.98 Oracle Digital Assistant Metric: Platform for SaaS-1000 sessions Qty. Reflects(20)x 36 months 3 9891-320174 B89432 MSTATE-O CL-USC 1 $0.0O $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B9203 5 MSTAT -ORCL-USG 1 $0,00 $0.00 Oracle Visual Builder Studio-Government-Each 5 9891-32357167 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government- Each 9891-7702 B912.05 M 'fAT -ORGL-USC 720 $26.17801 $18,848.17 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE-1,000 INTERACTIONS Qty. Reflects(20)x 36 months Subtotal $261,623.06 9147 1594775 ADLIT Price Quotation 02/16/2021 04/30/ 021 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and laaS Cloud Cervices Descriptions document available at http://www.oracle.com/contracts, if you in a given month exceed the quantity of services specified for any of the Cloud Cervices listed in DLT Quote 4916437 with "Government"in the product name ("Government PaaS and laaS Cloud Services"), then you must pay for such increased usage/capacity at the Unit Net Price specified in your order. 1 9891-32356965 B90142 MSTATE-ORCL-USC 1080 $67.40838 $72,801.05 Oracle Fusion Public Sector Community Development Cloud Service m Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 12 months 2 9891-7428 B91940 MSTATE-ORCL-USC 240 $29.6597 $7,118,33 Oracle Digital Assistant Metric: Platform for SaaS-1000 Sessions Qty. Reflects (20)x 12 months 3 9891-320174 B89432 MSTATE-ORCL-USC 1 $0.00 $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 892035 MSTATE-ORCL-USC 1 $0.00 $0.00 Oracle Visual Builder Studio-Government-Each 5 9891-323571 7 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government m Each 6 9891-7702 B91205 M TATE-ORCL-USC 240 $26.96335 $6,471,20 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects(20)x 12 months Subtotal for Option Year 1 $66,39 .66 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and laaS Cloud Services Descriptions document available at http://www.oracle.com/contracts, if you in a given month exceed the quantity of services specified for any of the Cloud Services listed in DLT Quote 4916437 with "Government"in the product name ("Government PaaS and laaS Cloud Services"), then you must pay for such increased usage/capacity at the Unit Net Price specified in your order. 1 9891-323 6965 B90142 MSTATE-ORCL-USC 1080 $69.43058 $74,985.0 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 12 months 2 9891-7428 B91940 MSTATE-ORCL-USC 240 $30,54953 $7,331.89 Oracle Digital Assistant Metric: Platform for SaaS-1000 Sessions Qty. Reflects(20)x 12 months 3 98 1-320174 B89432 MSTATE-ORCL-USC 1 $0.00 $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B92035 MSTATE-ORCL-USC 1 $0.00 $0.00 Oracle Visual Builder Studio Govemment-Each 4916437 LT Po Quotation 1594775 ,,,. 02/16/2021 04/ 0/2021 5 9891-•32357167 B90937 MSTATE-ORCL-U SC 36 $0.00 $0.00 Oracle Identity Foundation Claud Service-Government-Each 6 9891-7702 B91205 MSTATE-ORCL®USC 240 $27.77225 $6,665,34 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects(20)x 12 months Subtotal for Option Year 8, 82.2 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and laa5 Cloud Services Descriptions document available at hftp://www.oracle,com/contracts, if you in a given month exceed the quantity of services specified for any of the Cloud Services listed in DI_T Quote 4916437 with "Government"in the product name("Government PaaS;and iaaS Cloud Services"),then you must pay for such increased usage/capacity at the Unit Net Price specified in your order. 1 9891-32356965 B90142 MSTATE-ORCL-U aC 1080 $72.20785 $77,984,48 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 12 months 2 9891-7428 B91940 MSTATE-ORCL-USC 240 $31,7714 $7,625.14 Oracle Digital Assistant Metric: Platform for SaS-1000 Sessions Qty. Reflects (20)x 12 months 3 9891-320174 B89432 MSTATE-ORCL-USG 1 $0,00 $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B92035 MSTATE-ORCL-USG 1 MOO $0.00 Oracle Visual Builder Studio-Govemment•Each 5 9891- 23571 7 B90937 MSTATE-ORCL-USC 3 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government- Each 6 9891-7702 B91205 MSTATE-ORCL-USC 240 $28.88314 $6,931.95 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects(20)x 12 months Subtotal for Option Year 2, 41. 7 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and laaS Claud Services Descriptions document available at http://v`rww.oracle.cornlcoritracts, if you in a given month exceed the quantity of services specified for any of the Claud Services listed in DL.T Quote 4916437 with "Government"in the product name ("Government PaaS and laaS Cloud Services"),then you must pay for such increased usage/capacity at the Unit Net Price specified in your order, 1 9891-3235 965 B90142 MSTATE-ORCL-USC 1080 $75.09613 $81,103,82 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 12 months 491647 0 LT Price Quotation 159477 02/1 /2021 04/30/2021 9891-7428 B91940 MSTATE-ORCL-U C 240 $33.0423 $7,930.15 Oracle Digital Assistant Metric: Platform for Saas-1000 Sessions Qty. Reflects (20)x 12 months 3 891-320174 B89432 MSTATE-ORCL-USC 1 KOO $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B92035 MSTATE-ORCL-USC 1 KOO $O.00 Oracle Visual Builder Studio-Govemment-Each 5 9891-32357167 B909 7 MSTATE-ORCL-U C 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government- Each 6 9891-7702 B91205 MSTATE-ORCL-USC 240 $30,0384 $7,20 .22 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects(20)x 12 months Subtotal for Option Year 4 $96,243.19 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and laaS Cloud Services Descriptions document available at http://vwvw.oracle.com/contracts, if you in a given month exceed the quantity of services specified for any of the Cloud Services listed in DLT Quote 4916437 with "Government"in the product name ("Government PaaS and laaS Cloud Services"),then you must pay for such increased usage/capacity at the Unit Net Price specified in your order. 1 98 1- 2366 65 B90142 MSTATE-ORCL-USG 1080 $78.10 $84, 48.00 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty, Reflects 9O Hosted Named Users x 12 months 2 981-7428 B91940 MSTATE-ORCL-USC 240 $34.364 $8,247.36 Oracle Digital Assistant Metric: Platform for SaaS-1000 Sessions Qty. Reflects (20)x 12 months 3 891- 20174 B89432 MSTATE-ORCL-USC 1 $0.00 $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-74 7 B92035 MSTATE-ORCL-USC 1 WOO WOO Oracle Visual Builder Studio-Government-Each 5 989132357167 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government- Each 6 9891-7702 B91205 MSTATE-ORCL-USC 240 $31. 4 $7,497.6O ORACLE INTELLIGENT ADVISOR.CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects(20)x 12 months Subtotal for Option Year 5 $100,092.96 4916437 0"" 14775 & CT Price Quotation 02/16/2021 04/30/2021 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Gracie Govemment PaaS and laaS Claud Services Descriptions document available at http:// .oracle,com/contracts, if you in a given month exceed the quantity of services specified for any of the Cloud Services listed in DLT Quote 4916437 with "Government"in the product name ("Government PaaS and laaS Cloud Services"), then you must pay for such increased usage/capacity at the Unit Net Price specified in your order. 1 9891-32356965 B90142 MSTATE-ORCL-USC 1080 $81.22398 $87,721,90 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 12 months 2 9891-7428 B91940 MSTATE-ORCL-USC 240 $35.738 a3 $8,577.25 Oracle Digital Assistant Metric: Platform for SaaS-1000 Sessions Qty. Reflects (20)x 12 months 3 9891-320174 B89432 MSTATE-ORCL-USC 1 $0.00 $0,00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B92035 M TATE-ORCL-USC 1 $0M $0.00 Oracle Visual Builder Studio-Government-Each 5 9891-32357167 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government-Each 6 9891-7702 B91205 MSTATE-ORCL-USG 240 $32.48963 $7,797,51 ORACLE:INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects (20)x 12 months Subtotal for Option Year 6 $104,096.66 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and laaS Cloud Services Descriptions document available at http://wvvw.oracle.com/contracts, if you in a given month exceed the quantity of services specified for any of the Cloud Services listed in DLT Quote 4916437 with "Government"in the product name("Government PaaS and laaS Cloud Services"),then you must pay for such increased usage/capacity at the Unit Net Price specified in your order. 1 9891-32356965 B90142 MSTATE-ClRCL-USC 1080 $84.47298 $91,230.82 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly ty. Reflects 90 Hosted Named Users x 12 months 2 9891-7428 B91940 MSTATE-ORCL-U SC 240 $37.16806 $8,920.33 Oracle Digital Assistant Metric: Platform for SaaS-1000 Sessions Qty. Reflects (20)x 12 months 3 9891-320174 B89432 MSTATE-ORCL-UC 1 $0.00 $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer_Government-First 1 o TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B92035 MSTAT -ORCL-USC 1 $0.00 MOO Oracle Visual Builder Studio-Government-Each 4916437 Pr LT m 1594775 0 /1 /201 0 /30/2021 5 9891-32357167 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government- Each 9891-7702 891205 MSTATE-ORCL-USC 240 $33.7692 $6,109.41 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects (20)x 12 months Subtotal for Option Year 7 $108,260.66 42 8,2 3 ,3 Contract Serial No. 180233-001 Contract Expires: 11/30/2023 DUNS : 78-646-8199 Federal ID : 4-1599882 FOB: Destination Terms: Net 30 (On Approved Credit) OLT accepts VISA/MC/AMEX Ship Via: Fedex Ground/UPS THIS QUOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF CONTRACT SERIAL NUMBER 180233. CUSTOMER IS DIRECTED TO INCORPORATE ( Y REFERENCE) THIS QUOTE IN ANY RESULTING TASK/DELIVERY ORDER OR AWARD, THE TERMS OF THE AFOREMENTIONED CONTRACT ARE THE ONLY CONTROLLING TERMS AND ANY TERMS OR CONDITIONS CONTAINED IN AN ORDER, AWARD OR OTHER INSTRUMENT OF BUYER, WHICH ARE IN ADDITION TO OR INCONSISTENT WITH ANY OF THE TERMS OR CONDITIONS CONTAINED IN THOSE REFERENCED HEREIN, SHALL NOT BE BINDING ON DLT OR ITS MANUFACTURERS AND SHALL NOT APPLY UNLESS SPECIFICALLY AGREED TO IN WRITING BY DLT. CPARs requests should be sent to the attention of AJ Ezersky at cparsdlt.com. DLT Solutions: LLC DLT Solutions, LLC Bank of Arnerica P.O. Sox 743359 ABA#1 1 1 00001 2 Atlanta, GA 30374-3359 Acct#4451063799 Customer orders subject to applicable sales tax. Documentation to be submitted to validate Invoice for payment: a. Authorized Services shall be invoiced with a corresponding time report for the period of performance identifying names, days, and hours worked. b. Authorized reimbursable expenses shall be invoiced with a detailed expense report, documented by copies of supporting receipts. c. Authorized Education or Training shall be invoiced with a Report identifying date and name of class completed, and where applicable the name of attendees. The Quote Number referenced above incorporates Oracle's Technical Support policies located at: http://mmm.oracle.com/us/support/policies/index.htmi, Issuance of an order pursuant to this quote is acknowledgement and acceptance of these terms and conditions. Please reference and incorporate this Quote Number on your purchase order. MONROE COUNTY, FLORIDA Oracle Consulting,utilizing our True Cloud Method(TCM)implementation methodology,will provide functional, technical, and project management resources to configure and test the following tasks and activities to implement the Oracle Public Sector Compliance and Regulation(PSCR)product.This is a budgetary estimate and final scope and associated fees will be agreed to between DLT and Monroe County, FL during contract negotiations and documented in DLT Quote 4326354. i. The Scope contained within this document is intended for the Monroe County, FL(„Customer") 2. The PSCR Cloud will be deployed for the following functional areas: a) Building Permitting b) Contractor Registration c) Code Enforcement 3. Project Management Oracle will perform the following Project Management Services over an estimated mine( )month implementation: a) Conduct a Project Kickoff Meeting b) Create and maintain a Work Plan in Microsoft Project.The Work Plan details the activities to be performed, resources, milestones and the critical path forthe project.. c) Create and maintain the Project Charter, Governance Model,Deliverable Acceptance Framework and Status Plan. d) Additional Project Management Services include: i) Review Project Charter, Governance Model and Deliverable Acceptance Framework with the Customer's Project Manager. 2) Conduct a monthly status meeting and provide a status report that include the following information: (a) Project status; (b) Current tasks and progress; (c) Open Issues; (d) Upcoming tasks and activities; i. Focus Phase®the initial cloud deployment phase focused on rapidly mobilizing the team, planning the effort.,confirming governance for the program, and confirming project scope and documenting key decisions in the Foundation Design, Activities include: a) Finalize the Implementation plan b) Review Scope c) Conduct Product Familiarization Training j.) Oracle will conduct one(i), up to eight(8)hour product training course(s)that occurs at the beginning ofthe implementation of PSCR to establish a baseline understanding of care design concepts,usability and terminology,There will be up to fifteen(15)participants per course. z. Refine Phase-a highly collaborative phase focusing on how to best adapt Industry Preferred Practices to the Custorner's environment. Oracle seeks to understand customer current business processes and advises the Customer on how to assemble the Cloud Solution including configuring key data inputs,and integrating to other systems.Activities include: a. As-is Analysis--Over a one(z)month timefrarne, Customer to review and demonstrate existing processes and requirements to Oracle Consulting tean) including delivery of all application forms, reports and relevant artifacts to assist Oracle Consulting in understanding of Customer business processes. DLT Solutions,a Tech Data Company March aC, zoz1 Page 2 MONROC CCDUP<,1...).. , FLORIDA b. Configuration—Over a three(3)month timefrarne,Oracle Consulting will configure the PSCR Product to meet the needs of the Customer based on best practices.This includes a proof of concept check-in with the Customer where agreed to processes are configured first, and demonstrated to the Customer for feedback. it is expected that the current application/permit/record types will be consolidated for simplicity where applicable. Functional areas of focus include: • Configuration of up to twenty five(25) permit types; • Configuration of up to four(4) contractor registration types; • Configuration of up to two(2)complaint types and three(3)cases for code enforcement; • Online application submittal; • Back office application submittal; • Contractor Registration renewals • Fee assessment, invoicing and payment processing bath online and in back office; « Inspection scheduling, assignment., and completion including mobile inspection functionality;and ® Workflow and review processing. a) Reports-Business Intelligence Publisher(BI Publisher)and Oracle Transactional Business Intelligence(OTBI). • Deploy all standard reports to DEV environment,and all environmentsstandard reports that the County would like to use to the TEST and PROD environment. • Report Development Training- Oracle will conduct one(i.),up to three(3)day Report Development and data model training course, using real examples and out of the box reports,to prepare the Customer's for development and deployment of report outputs required for system use.There will be up to seven(7)participants per course. b) Integrations-The in scope integrations listed in Table i below: Table i• In Scope Integrations Cyberesource Inbound/Outbound API Realtime Payment Processing Property Appraiser- Inbound API Batch Address/Parcel/Owner ESRI CIS Inbound API Realtime Selectron IVR Inbound/Outbound API Realtime Additional activities include:. :) Deliver Integration Specification Document for the Address/Parcel/Owner Integration 2) Develop and test in-scope integrations 3) Deploy tested and approved integrations to Production. c) Data Conversions Oracle will provide data conversion services for the data identified in Table 2 and conduct the activities listed below: z) Analysis of Legacy data to provide mapping direction to the customer; 2) Review the data conversion process,tasks,and data load cycles; 3) Review and provide the data load templates that will be utilized for data mapping; 4) Provide a brief introduction to the Cloud import tools to include File-Based Data Import (FBDI); 5) Develop a Data Conversion Specification Document; 6) Assist in Data Mapping; DLT Solutions,a Tech Data Company March 26, 2021 Page 3 7) Load Data into the Test environment for testing; 8) Load approved conversion(s)into the Production environment. Table a-In scope Data Conversions Community Plus- All existing active contractors will be migrated to Oracle. CentralSquare 9) Oracle will provide 4 data loads for each data source as defined in Table 3 below. Table --Data Conversion Loa cles Includes loading the Customer's This cycle will be led by Oracle with Cycle i DEV data as defined in the Data the client's team validating the Conversion Specification loaded data. Document. Cycle z Includes loading the Customer's This cycle will be led by Oracle with DEV data as defined in the Data the client's team validating the (End Conversion Specification Revieww}) End loaded data. Document. Cycle 3 Includes loading the Customer's data as defined in the Data This cycle will be led by Oracle with (User TEST the client's team validating the Acceptance Conversion Specification loaded data. Test Cycle) Document. Cycle includes loading the Customer's a This cycle will be led by Oracle with y r data as defined in the Data (Production PROD Ithe client's team validating the Load) Conversion Specification loaded data. Document. d) Testing-As work Is completed as defined in Task B -Configuration, in the Refine phase, Oracle Consulting will present the configured components to the Customer for immediate testing. Additionally,the completed solution will be presented to the customer for comprehensive testing that will occur.With up to four(4)weeks of support from Oracle, the customer will test the configuration and document issues for rernediation. 3. Enable phase..includes migrating the configuration, historical data,and integrations into production -the product"goes live". in addition,end user support additional training is included. a) Training 1) Oracle will provide one(1)Train the Trainer course for up to three(3)days Train the Trainer course to review daily end user functionality including: creating permits, assessing fees, creating and completing inspections, managing workflow, and issuing permits. Up to twelve(12)participants. 2) Oracle will provide one( )end user training courses for up to two(2)days each to review daily end user functionality including:creating permits, assessing fees,creating and DLT Solutions,a Tech Data Company March 26, 2021 Page 4 completing inspections, managing workflow,and issuing permits.fifteen(n,)participant's maximum per course. 3) Oracle will provide one(n)product Administration course for up to three(3)days to review of administration toolsets including:setting up permit types, modifying and creating workflow,fee setup, user defined fields.Up to seven(7)participants. b) Go-Live preparation n.) Develop, review,and approve the Cut Over plan; 2) Migrate configurations and integrations to the production environment,- 3) Provide a Production Ready Checklist Re oft that summarizes the completion of all production environment migration activities and tasks assigned to Oracle. 4• Operate Phase—In this Operate Phase, Oracle will support the solution and business as defined in the project schedule.Activities will be identified, documented, and executed post-go-live based on an assigned cadence. a) Post Go-Live Support n) Oracle will provide up to one hundred and sixty(n.6o)hours of Post Go-Live Support over the six(6)weeks following Go-Live. Consulting Services performed by Oracle as proposed shall be For the purpose of providing the following deliverables: Does the docur'nent: 0 Detail the scope of the project in accordance with this exhibit-- what is in and out of scope? a Articulate the delivery principles—how the team will work together to deliver the project? a Identify the key outcomes of the project—what are the business goals? Provide a guide/mission that grounds the project work effort? 0 Identify project sponsor? Identify key stakeholder groups? Di Project Charter 0 Identify Deliverable Acceptance Process and Procedures? Describe how the project team will communicate with each other throughout the delivery of the Services? 0 Define the process for escalating issues, risks, and decisions? 0 Confirm who, within Customer's and Oracle's organizations, is j empowered to resolve/mitigate different types of issues/risks and make decisions? • Detail the Deliverable acceptance process including test scenarios for each applicable Deliverable,the reviewers and approvers,and the status definitions as a Deliverable moves through the acceptance process? DLT Solutions,a Tech Data Company;March 26, zozn. Page 5 MONROE COUNTY, FLORIDA - - -- - -- - - _-____. Cues the document: Define the project schedule of when activities,tasks,and D2 Project Plan Deliverables are to be completed,and identify the associated dependencies to complete the defined schedule? Identify the resources required to execute the defined Configuration Report detailing configured and delivered business components as D3 Workbook - Building identified in the Business Requirements Backlog. Report is broken Permits down by pre-determined strategic area. ----- -- -. Configuration Workbook- Report detailing configured and delivered business components as j D4 Contractor identified in the Business Requirements Backlog. Report is broken down Registration by pre determined strategic area. _ ...._......_ 1-- Configuration Report detailing configured and delivered business components as D5 Workbook-Code identified in the Business Requirements Backlog. Report is broken down Enforcement by pre-deterrnined strategic area. Goes the document: D6 Conversion Strategy Detail the Conversion strategy,source systerns, approach,technical conversion tools, critical dependencies, and the relevant data governance processes that will be adhered to throughout the duration of the project? j Goes the document: a Detail the approach,technical tools, critical dependencies,and the D7 interface Strategy relevant Integration governance process that will be adhered to throughout the duration of the project? i 0 Confirm the current technical architecture and how the technical architecture changes will be implemented. Goes the document: 0 Define the strategy for testing? e Confirm the entrance and exit criteria for each cycle? D8 Test Strategy 0 Define which stakeholders to involve throughout the testing effort? Define the testing approach? Do the Oracle Cloud Applications: Configuration Dg (Production) Contain the Configurations and, if applicable, Reports as documented in the Sprint Packages? Do the Oracle Cloud Applications: Dio Converted Data Contain the data as documented in the Data Conversion (Production) Strategy Deliverable? DLT Solutions,a Tech Data Company March 26,2023. Page 6 IMONROE COUNTY, FLORIDA Customer agrees to pay DLT for Consulting Services and deliverables described in this exhibit, inclusive of expenses. In addition to this fee, DLT will invoice Customer for any applicable taxes.Once a deliverable is accepted, or deemed accepted,the corresponding deliverable fee for such deliverable specified below becomes due and payable and DLT shall thereafter invoice, and Customer shall pay, such deliverable fee, this payment obligation shall become non-cancelable and the sum paid nonrefundable on such acceptance date. Dx Project Charter 1 $37,634�41 Dz Project Plan i $37,634�41 D3 Configuration Workbook-Building Permits 5 s64,516.i3 DES Configuration Workbook-Contractor Registration 6 s64,5a6.a3 D5 Configuration Workbook-Code Enforcement 6 $37,634.41, D6 Conversion Strategy 543 ova TS D7 Interface Strategy 4 $53,763.44 D8 Test Strategy 643,010 75 _ -- -- Dc9 Configuration(Production) 8 $43,010.75 Dao Converted Data(Production) 8 $32,258.o6 TOTAL 45r99• 4 Expenses related to travel are not included in the pricing and as such,the work is assumed to be s00%remote at this time due to current travel restrictions. However, should the situation change and Customer desires onsite work,Team DLT is open to this can be discussed during shortlist and/or contracting or this request can be managed through the Change Order process after the project begins. Customer's timely performance of Customer's obligations and Customer's timely provision of and access to office accommodations,facilities, equipment,assistance,cooperation, complete and accurate information and data from Customer's officers, agents,and employees(collectively, "cooperation")are essential to the performance of any Services as set forth in this scope document;and that Oracle's ability to perform the Services depends upon Customer's fulfillment of Customer's obligations and upon the assumptions being true. Oracle will not be responsible for any deficiency in performing Services if such deficiency results from Customer's failure to provide full cooperation or a failure of any assumption to be true. If DLT's cost of providing Services is increased because of Customer's failure to meet the obligations listed in this exhibit,failure to provide cooperation, a failure of any assumption to be true,or because of any other circumstance outside of TeamDLT's control,then Customer agrees to pay DLT for such increased costs, pursuant to a change order duly executed by Customer and Team DLT.Such increased costs may include time during which Oracle resources are under-utilized because of delays caused by Customer's failure to meet Customer's obligations listed in this scope document;provided that in the event of such a delay Oracle will make commercially reasonable efforts to increase the utilization of resources by assigning them other tasks within the scope of the Project where appropriate to help mitigate increases in cost. If Customer does not accept such LILT Solutions,a Tech Data Company March 26, 2021 Page 7 M{}NR[>E COUNTY, FL{]R|OA change order,then Tearn DILT wi I I have the right to term in ate th is exhibit, upon thirty(3o)days prior written notice toCustomer. Customer's obligations and project assumptions are further described below: A. General Obligations z) Provide for all Oracle resources performing services at Customer's site,a safe and healthful wmrkspece(e.g,axvorkspacethatisfreefmmrecognizedhazandsthatarecausing,or|ike|V to cause, death or serious physical harm, a workspace that has proper ventilation, sound levels acceptable for resources performing services in the workspace, and ergonomically correct work stations, etc.). 2) Provide Oracle with full access to relevant functional, technical and business resources with adequate skills and knowledge-to support:the performance ofservices. 3) Provide any notices,and obtain any consents, required For Oracle to perform services. 4) As required by U.S. Department of Labor regulations(20 CFR 6SS.734), allow Oracle to post a Notice regarding Oracle H-zBemp|oyee(s)at the work site prior tu the employee's arrival on site. S> Obtain all contracts and authorization from third party providers,such as payment processors,finance systems, electronic document review and markup, etc.who act as your functional, technical, and business resources to support this engagement. 6) If while performing services, Oracle requires access to other vendor's products, systems, and/or information that are part of Customer's system, Customer will be responsible for acquiring all such products,systems, and/or information, and the appropriate license rights and authorizations necessary for Oracle to access such products on Customer's behalf, at no cost to Team D LT. 7> The Oracle cloud applications come with standard functional processes that Customer must adopt.Standard functional processes are defined as functionality that is described in applicable standard Oracle software capabilities. 8) Perform all required activities to enable connectivity to Oracle Cloud, including opening firewall ports,configuring proxies,and any other network-related or data center-related issues. 9) Manage all communications to Custorner's employees, contractors and agents that are not on the project team. io) Be responsible for all Organizational Change activities using Customer's in-house methodology.Oracle will provide coaching based on its cloud adoption framework. z-i) Schedule the necessary capabilities gathering,analysis,design,and implementation workshops with Customer's business user,representatives and project team members according to the project schedule. 12) DesignateanExecutive5ponsorwhasha||(i)oversee[ustomer'yperformapceofthe obligations they are tasked with during the performance of services,and(ii)establish a direct line of communication with Oracle's project management team in order to discuss the services(both on an informal basis and in a formal steering committee capacity), and(iii) make timely decisions on Customer's behalf. 13) Designate a Project Manager who shall(j)oversee Customer's performance of tile obligations Customer is tasked with during the performance of services, and(ii)work directly with Oracle's Project Manacier on a daily basis, and(iii)will be responsible for ensuring all project work plan tasks assigned-to Customer's team are accomplished by the tar-get date included inthe work plan. 14) Inform Oracle of any of Customer's personnel including third-party personnel assigned to-the project that are authorized tu make decisions on Customer's behalf, zS} In order to expedite the project, unless otherwise specified in this response, responses to request(s)for assistance or information will be provided within response times listed in Table DLTSo|otionu,aTech Data Company/March z62ozz 'Page MONR(..1E COI.JN..(..Y, FI-ORIDA 4 below.A verbal response or a simple email from Customer's Project Manager or Technical Lead is acceptable if the information is not already documented. NINEdwofffism Review of a non-deliverable document Five(5) Request for unit testing feedback Five(5) Requests for non-deliverable documentation on Three(3) systems and processes Requests for information on systems and processes Three(3) Requests for meetings Three(3) ),6) Maintain the appropriate security controls to prevent access to any personally identifiable information and/or any other information not required for Oracle's performance of the services. 17} Define logic to support required calculations. L8) Perform all workstation desktop installation procedures. General Assumptions �i) Services will be performed primarily in Customer's office and remotely, as determined by Oracle. 2) If services are provided remotely, Oracle resources may provide services via phone, a customer-specific web portal(if ordered), and/or electronic communication. 3) Oracle will have access to Customer's end users, project team members and,where applicable,third party providers of services. 4) All documentation will be produced in electronic Word, Excel, or PowerPoint format.The Project Work Plan will be in Microsoft Project, 5) Completing the project within the allotted timeframe requires Customer's relevant functional,technical,and business resources to attend and participate in the discovery workshops,as scheduled,and Customer to provide relevant documentation in advance of these workshops. 6) A person day is defined as one(:)resource working up to eight(8)hours and all work assumes an eight(8)hour business day during the work week. 7) The estimated timeline,work effort, and fees assume use of the standard functionality, templates,features,'tools, and reports that are delivered with the in-scope Oracle modules. Standard functionality is defined as functionality that is described in applicable standard Oracle software documentation. 8) The project timeline is estimated to be one phase with an estimated duration of 12 months. Any delays caused by the client that may impact the project schedule or performance of services will be handled through the Change Control process. S) Any changes to the scope of services including, but riot limited to,changes in specifications, schedule,designs, capabilities, service deliverables,or any other aspect of the services will be subject to the Oracle Change Control Process. io) Design and implementation decisions made following the completion OF the functional and technical workshops will be the basis for subsequent design and implementation tasks.Any changes to those decisions are subject to the standard change control procedure. i ) Oracle will,at its sole discretion, determine the number and manner.in which resources are assigned to perform the services described in this proposal.Oracle may assign or release a specific project resource,or may assign different resources,at different times,to a project task. 22) Services will be performed on consecutive business days, Monday through Friday. DLT Solutions,a Tech Data Company march 26, 2021 Page 9 MONROE COUNTY, FLORIDA - 3) Oracle resources will observe all Oracle designated holidays. If the Customer's holiday is not observed by Oracle, Oracle resources will continue to work on that day. 2 ) Oracle's standard documentation format will be used for any documentation prepared and/or delivered during the performance of services. 15) Workshops are a functional/technical exchange with Customer's designated project stakeholders forthe purpose of familiarizing Customer with the applications or providing guidance and assistance, which may include a demonstration of the work accomplished or to be accomplished by a related activity. 16) With Software as a Service(SaaS),software versions to be implemented are the latest versions available and supported by Oracle at the time the project starts.Additional patches will be applied throughout the implementation. 17) Customer's network infrastructure stability and performance may extend the time needed to perform the services for data migration and conversion.Stich extension will be subject to Oracle's standard change control procedure. 18) Except as expressly agreed,the performance of Services does not require or involve the processing of personal data, and Customer will not disclose or provide Oracle with access to any:(a)protected health information("PHI")as the term is defined by the Health insurance Portability and Accountability Act("HIPPA")of 1.996,as amended, or(b)health or similarly sensitive data that imposes specific data security or data protection obligations on the processing of such data different from those specified in the Service Specifications forthe relevant cloud services. ag) Customer and Oracle will work together to review and mutually agree upon the baseline project work plan, including:schedule timeframes,tasks and resource assignments. 2o) For Address/Parcel/Owner Integration,you will be required to either provide the data in a pre-defined format and/or provide a local database that will be used to manipulate the data into a prescribed format. C. TestingAssurriptions a.) Customer and Oracle will agree on test cases,test scenarios and test strategy during the Playback phase,to include the pass/fail criteria,which will be utilized for testing. 2) Customer will conduct all acceptance testing of system setup and configuration.Should any item that is approved through testing by You be requested to be changed, modified, or updated in any way, it will be accommodated through the Change Control Process D. Technical Assn rnptions a) For all inbound interfaces to Cloud applications, data will be provided in the required Cloud accepted format. z) Inbound files will not be encrypted. 3) Outbound files will not be encrypted. ,. General Exclusions Anything not expressly listed in the scope of services is out of scope and not included or priced into the services to be performed. Specific items identified as out of scope include, without limitation,the following: a) Services required to address any gaps identified,otherthan those identified in this response. b) Development of bolt-on functionality or any other extensions via Platform as a Service COLT Solutions,a Tech Data Company March 26, 2021 Page io M0114ROE COUNTY, FLORIDA (PaaS)or any other�toolset is not included. B. "'Festing E xclusioris a) Creation of test data. b) Development of test scripts and test scenarios. c) Structured load testing, performance testing and tuning,failover testing,and disaster recovery testing. d) Configurations, maintenance and support of any non-Oracle Cloud environments e) Consolidating Customer's existing databases. f) Reviewing any third-party software or hardware interacting with a Destination Oracle Database. C. Technical Exclusions a) Encryption of inbound and outbound files. b) Installation and configuration of any third-party software or hardware. c) Interface specification documentation for GIS, IVR and Cybersource Payment Processing. GIS and Cybersource is a built in integration with product documentation. IVR integration will be performed by Selectron, leveraging Oracle Rest Services. DLT Solutions,a Tech Data Company March 26, 2021 Rage 11. Attachment B- Oracle Products and Services Contract Dated December 12, 2018 SERIAL 180233 RFP ORACLE PRODUCTS AND SERVICES Contract DLT Solutions LLC DATE OF LAST REVISION:May 18,2020 CONTRACT END DATE:November 30,2023 CONTRACT PERIOD THROUGH NOVEMBER 30,2023 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. Kevin Tyree, Chic(Procure nejit Officer mice Of Pr cuU°eMe-m crvice B W/yy Attach Copy to: Office of Procurement Services James Foley,OPS (Please remove Serial 13120-RFP from your contract notebooks) SERIAL 180233-RFP �o U14 ORACLE PRODUCTS AND SERVICES This Contract is entered into this 12"day of December 2018 by and between Maricopa County ("County"), a political subdivision of the State of Arizona,and DLT Solutions 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 121h day of December,2018 and ending the 301h day of November,2023. 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 basis for a maximum of six(6)months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least 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. SERIAL 180233-RFP 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(htip://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(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 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. SERIAL 180233-RFP 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. 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. SERIAL 180233-RFP 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, DLT SOLUTIONS 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. 6.2 INFRINGEMENT DEFENSE INDEMNIFICATION: ORACLE STANDARD TERMS AND CONDITIONS SHALL APPLY(SEE EXHIBIT C,D AND E) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS N,04 1919 v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS N,04 1919 v032819. Exhibit F-ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712 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 SERIAL 180233-RFP 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_wwAoracle.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. 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. SERIAL 180233-RFP 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. 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 parry 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 SERIAL 180233-RFP 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 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 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. SERIAL 180233-RFP 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 4 NP E AND F)) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS.W 1919 032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS N,04 1919 032819. Exhibit F-ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS 090712. 6.7 WARRANTY(IF APPLICABLE): APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. (SEE EXHIBITS C, D 4 NP E AND F) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS -"^ Q 032819. Exhibit F-ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS 090712. 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. SERIAL 180233-RFP 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. 610.3 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. 612.2 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. 614 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. SERIAL 180233-RFP 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. 616.3 Cloud Services—Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services. 617 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 here under 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. 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 httn://www.oracle.com/us/suuuort/t)olicies/index.html 6.18.3.2 With regard to professional services performed by DLT Solutions: DLT Solutions 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. SERIAL 180233-RFP 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. 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, SERIAL 180233-RFP 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. 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. 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. SERIAL 180233-RFP 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 (htip://azmemorv.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/ree/t)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. 6.36 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; 6.3611 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.lbeen 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 6.361.2.2been 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. SERIAL 180233-RFP 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. 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 6.38.1 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 MCI-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 MC 1-902. 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. SERIAL 180233-RFP 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). 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. 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. SERIAL 180233-RFP 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, 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; 6.52.2 Exhibit B, Scope of Work; 6.52.3 Exhibit C, Or-aele S,o Sfandafd TeEms and r^,,,a44o+sfor- cfs—and-Qen4ees ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS.,04 19 19 v032819; 6.52.4 Exhibit D, Ofaele Glettd Sefv4ees Tef s afid Geis'ieiis ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818; SERIAL 180233-RFP 6.52.5 Exhibit E, Or-aele 14ar"ar-e Tef and r,,nditions, ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS y041919 v032819; 6.52.6 Exhibit F-ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712. 6.52.7 Exhibit EG,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 160 S.4th Avenue Phoenix,Arizona 85003 For Contractor: DLT Solutions LLC. 2411 Dulles Corner Park Suite 800 Herndon VA.20174 ATTN: Contract Management Kevin.FordA,dlt.com SERIAL 180233-RFP IN WFF-Nl'�"f SS NVIMUZOF, flils Contract is exectiled oi,�i flac dal e set forth �,+o vc% CONTRAC" ' -1Z DLT';O'tkal( 4,11 C- AUTHO ZEl) Sl(GNATkJRE kol�-Lhin. fill a".CF0 PRI NTIA".) NAM EL AND "EFIP '?411 T)01'14�% Cv 4rrwr plg�f Herlition VA, 20174 i U2 9 i It'l t 8........................ 1)A,TK, MAR[COPA COUNTAO C',HAIRMAN. BOA RD Of SU PER V I R-As DATE-,,, A I T EN"'Il"C DATE Ei i i Vi OARE'' ' " I APPROVRD AS T() FORM': -Lod DEPUTY COUNITY ATTORNEY DATI-1. SERIAL 180233-RFP EXHIBIT A PRICING SERIAL 180233-RFP NIGP CODE: 20655 RESPONDENT'S NAME: DLT Solutions,LLC COUNTY VENDOR NUMBER: VS0000003170 ADDRESS: 2411 Dulles Corner Park Suite 800 P.O.ADDRESS: TELEPHONE NUMBER: (703)709-7172 FACSIMILE NUMBER: (866)419-7926 WEB SITE: www.dlt.com CONTACT(REPRESENTATIVE): Kevin Ford REPRESENTATIVE'S E-MAIL ADDRESS: kevin.forbca,,dltcom YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [X] [ ] PAYMENT TERMS. [X] NET 30 DAYS Product Support Discount Discount 1.3.1 Perpetual License Recap MINIMUM DISCOUNTS 27% 22% 1.3.2 Engineered Systems Recap MINIMUM DISCOUNTS SEE TAB FOR DETAILED PRICING 5% 22% 1.3.3 Hardware Recap AVERAGE DISCOUNTS SEE TAB FOR DETAILED PRICING 15% 22% 1.3.4 Cloud Services Recap MINIMUM DISCOUNTS SEE TAB FOR DETAILED PRICING 32% 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 DICOUNTS SEE TAB FOR DETAILED PRICING 22% NA 1.3.8 Financing Recap BY TASK ORDER ONLY 1.3.9 Full Pro Services SEE TAB FOR FULL PRO SERVICES BY TASK ORDER ONLY 44 it O Cd O cq cq kn 4e w 4e 12 .14 a N Z � O � O O U rl � u► y bA AZ za � o O O O O O 02 � G N s, y O Gt i � c 3 c O a C) orA� d R G o z w t G � v Gt o py c aA o ee U Gt o s r ^� W a w ;.0 o C O a o x F a� Gt o GtGt ee W U o ds c c o y y V A O O O O it 44 O O O O O y U U U N O O O O 6� U � al GC U m y„i �,o W OWv� C7a W �xU2 N M a M M yL" N N N N N N � O O O U ry U OO W � � U m FQ � � � m U a y •=, iyi a H iw CC U iw U U O O O O O O �, ^� y o N N N N N aU Q i.i W O O O O O CC O M M M M M °' CJ °' O3 v� ~ p. QOci ci Jam, y o 0 0 0 0 i. p bt U = "� j V eq eq eq eq eq� ee3cCJ O � ci ci � ci i =cj r Gt = u 3 ee � � c O x eq eq eq eq eq V1 } 3 o M o o kr, N C N N M it y ci O 3 00 i CA m ci Q ci s. CJ - s. USeC.i -1 s. Us. 0 USeC.i USeC.i USeC.i �s0.0 s0 s. s. = ee yjly ) '1 111' '}iS r'.a O ^� O '� O '� O '� O '� O Qj s Qj s Qj . . s. +- � M M SERIAL 180233-RFP 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 Ri htNow Global Price List 32% Oracle Talco Cloud Service Global Price List 32% Oracle Fusion Cloud Service Global Price List 32% 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 2% rr z - 4 S . tsj fYerktI lD l Y3t' Sr, C� 3 �'y \tl obi .@, r121e1 , � \,s 2/o 1.3.5 Consulting/Professional Services h t S�ks'I ,S1 1 Ss�1!� ,u# � �tS t Vt ':(: s t b s,. Application Developer $ 198.83 $ 198.83 $ 202.89 $ 202.89 $ 202.89 Associate Consultant $ 131.27 $ 131.27 $ 133.89 $ 133.89 $ 136.57 Consulting/Engineer $ 190.61 $ 193.51 $ 193.51 $ 196.46 $ 196.46 Director/Engineer $ 212.18 $ 212.18 $ 216.51 $ 216.51 $ 222.07 Installation Engineer $ 190.61 $ 190.61 $ 195.50 $ 195.50 $ 200.51 Managing Principal Consultant $ 264.96 $ 264.96 $ 271.75 $ 271.75 $ 278.72 Practice Director $ 330.81 $ 330.81 $ 337.43 $ 337.43 $ 344.18 Practice Manager $ 285.48 $ 285.48 $ 291.41 $ 291.41 $ 297.24 Principal Consultant $ 231.84 $ 231.84 $ 237.78 $ 237.78 $ 243.88 Project Mana er/En ineer $ 242.89 $ 242.89 $ 244.11 $ 244.11 $ 245.34 Senior Consultant/Engineer $ 215.86 $ 215.86 $ 219.15 $ 219.15 $ 222.48 Senior ProjectManager $ 248.86 $ 250.11 $ 250.11 $ 251.37 $ 251.37 Sr.Application Developer $ 207.94 $ 207.94 $ 212.18 $ 213.27 $ 213.27 Sr.Practice Director $ 364.32 $ 364.32 $ 373.66 $ 373.66 $ 383.24 Sr.Principal Consultant $ 264.96 $ 264.96 $ 271.75 $ 271.75 $ 278.72 Sr. S stems Engineer $ 217.52 $ 217.52 $ 217.52 $ 22310 $ 223.10 Staff Consultant $ 165.60 $ 165.60 $ 169.85 $ 169.85 $ 174.20 Systems Engineer $ 201.86 1 $ 201.86 1 $ 201.86 1 $ 207.04 1 $ 207.04 a M M N O O O O O O U cyC O kr� O l O N � � O ai CC it it CC O O N O ,'Ui O t.' � Cf3 Cf3 Cf3 Cf3 p� cz U � W U W O Vj O cC � � O Jai W ctCt U CC y V 00 V 00 l� 00 � � •� W � U W � N N � ct U Act y L O Q Q = a� ct O U � `�' w •ri � O •v H � N m o� '� � �, •� •� � � � N N N N O e�C to � •� � O •� y v, ,—� N m � • ct � V Q Q Q Q °�„ o a O w � •� =� � U U eC 0. ai O In ct •� to � F" �O o •� Jam, 'v � iOr � � W �' W � In O O V O •m .V V'1 O O N y 00 O� E1 a M M N O O M l� O It � V'1 O N M 00 I: V'1 � V'1 V'1 01 W �oq �oq �oq �oq � � — � — Vl Vr N Vl M — M Vr — -+ 01 Vr N Vr O It C1 M �oq �oq �oq � � �oq C1 Vr — 00 00 V'1 l� N O N Vl M N N M N N N M Vl N l� 00 C1 O �--� O O O O O O Ct CIZ CIZ In O Q Q Q Q Q Q p av O In SERIAL 180233-RFP 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. 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 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 14oRpr-o oFgaP.4za+ioi4s; 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. SERIAL 180233-RFP 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. 212.3 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. 212.5 Consulting/Professional Services — Consulting and integration services relating to Oracle products and services. 212.6 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. 212.7 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.,04 1919 v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E-ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS.,(1^�v4 1818 v032819. SERIAL 180233-RFP 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. 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 ties),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. SERIAL 180233-RFP 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(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 4--.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. SERIAL 180233-RFP 312 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. 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. SERIAL 180233-RFP EXHIBIT c nv A i SOFTIAL A RE ST A NP A v P TERMS AND rnrrnrji F- nv nPr i AND SERN71i EXHIBIT+ ORACLE ORACLE SOFTWARE PROGRAMS ANDYOR SERVICES US .OM1MtUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v04 18 THESE ORACLE S TWA,RE PROGRAM ANJDr 3R SERVICES US MIMUNITIES �"IISC"j SUPPLEM9EN'TALTER AND CONDITIONS('SOFTWARE STCs`)SHAL PPLYTOTHE ORACLE SOFTWARE PROGRAMS t°iWOR SERVICES THAT YOU ORDER FROM HE CONITRACT HIOLI1ER (THE 'CONTRACTOR"}. ESE SOFTWARE STCs SHALL TAKE RECEQENCE OVER ANY CONFLICTING TERMS IN A, NON-ORACLE ORDER OR ORDERIf DOCUM1ENTATION. THESE SOFTWARE STCs ARE CONSI RED FART OF THE SCHEDULE O SUPRLIES?SERVICES IN YOUR ORDER TO THE CONTRACTOR. A.Definitions 'You"and'Your'refers to the ordehn activity that has order d programs andfor services from an authorized dlstrilxutJDr('Contractor`)un . r the contract. The term ",ancillary programs'refers to th d party ma rial.s specif'ed in the program documentation whilch Troy only I%--used for the purposes of i, falling operating the programs with which the ancillary programs are delivered,. The terns"c:ontrart'refers to the Contractor's US ommunifies contract- The term'program documentation'refers toth prog ni user manual and program installation manuals. The tema'programs'refers to the softuaa product-so vied or distributed by Oracle which you have ordered,program documentaben,and a; y program updat s acqui.red th r ugh technical support. 33 The tem=s"service:s"refers to annual t hnical support serlc which you have ordered_ Ha Rights Granted Upon Contractor's acceptant of your order,you,have the non-excl. ive,non-assignable,royalty free, perpetual(unless ozFler�wise petifled In your order with Ctntravzor, I ,ited rght to use the programs and receive any services, a ordered solely for your internal ordering a� ity operations and subject to the terms of these incl ing the Oracle License Definitions and Rules,th order,the contract and the program documental . You may allow your,agents, and contractors (in tiding, without limitation. outsourcers)to use e programs for this purpose and you are responalble r theiir comEpflance with these Software ST s,including the Oracle License Definitions and,Rules,the der,the contract and the program do mentaton in such use. For programs that are specifically de 'greed 5a allow your customers an, uppliiers to interact with you in the furtherance of your internal b :iness operations, such use is a wed. A rude US Comnmuanities So tware Prngrairms.Suai,Pplernentai Terrn.s-.and Conditions 0418:18, Page 1. SERIAL 180233-RFP EXHIBIT Ownership and Restrictions �ac.le or its licensors retain all ownership and intellectual property rights to the programs-Oracle reta' s aril` , n�ership and intelle=ctuaI property rights to anything developed by Oracle and delivered under our, orde resultingi from services- You may snake a sufficient number of copies of each program f your license use and one copy of each program media. Third pa : .technology that may be, appropriate or nec:es.sary for use, with some Oracie rograrn s. is specified in e program documentation-Such third party technology+is licensed to you u .'er the terms of the thiird pa technology License agreement specified in the program diocumentati and not under the terms of the ontract or these Software. TCs. You may not: • use the progra s in a rentai',timesharing,subscription service, hostin- r outsourcing capacity; • remove or rmodi any program markings,or any notice of Oracle's r its licensors" proprietary rights • make the programs materiats,resultiing from the services avaiFl le in any manner to any third party for use in the thiir arrty`s bu lness.operations (unless s h access is,expressly permitted for the specific prcgiram ense or materials from the servic. you have acquired), • cause or permit reverse en 'neerin (unless required by[ , for interoperability),disassembly or decompilation of the progran (the foregoing pro•hibito inciudes but is not liimited to review of data structures or similar m rials produced by p rams), operating system or integrated; software-,or • disclose results of any program be, hrnark tests. a D.Warranties, Disclaimers and'Exclusive Reel- dies For the sake of clarity, this is the Oraclemanufa is warranty; nevertheless,, irtshall be accessed by you through the Contractor- Oracle warrants that a program licensed to y will o rate in all material respects as,described in the appliicable program docunentatiion for one ear from d ,ivery(i.e- via physical shipment or electronic. download)- You must notify Oracle of an:, program war ty deficiency within one year from dellivery. ORACLE DOES t4OT GUARANTEE T, AT THE PROGR S WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ORA E MILL CORRECT As PIRO RANRI E.RRCrRS, Oracle also warrants that service will be provided in a profess: nal manner consistent with industry standards. You, �must notify z�cle of any services warranty eficiencies within g days from perforrnan,ce of the d�efticlient s ices_ FOR ANY BREACH OFT ABOVE WARRANTIES,YOUR EXCLUSl E REMEDY At4D ORACLE'S ENTIRE LIABILITY SH L 'BEr (A) THE CORRECTION OF PRRO RAC ERRORS THAT CAUSE BREACH OF THE W RANTY; OR, IF ORACLE CANNOT SUBSTAN+I ALLY CORRECT SUCH BREACH IN Aw COMERCI LL'If REASONABLE MANNER YOU MAY I D YOUR PROGRAM LICENSE AND COVER THE FEES PAID TO ORACLE FOR THE ROGRAM LICE14SE DISTRIBUTED Y Uz OR (E) THE REPERF R. ArNCE OF THE DE CIENNT SERVICES PROVIDED B RACLE OR,IF ORACLE CANNOT SUBSTAsf4TIAaLLY'CORRE A BREACH IN A COMMERCt LY REASONABLE MAfIRER, YOU MAY END THOSE SERVICES NN RECOVER THE FEES. AID TO ORACLE FOR THE DEFICIENT SERVICES PRO VI BY OR LE TO YOU racle U'S Cornmunitias Software Programs:Supplemental Terms:and Conditions.v041818 P-9. SERIAL 180233-RFP EXHIBIT C T THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AN f,' E.ARE.N D W RO OTHER EXPRESS OR IMPLIEARRANTIES OR CON DITION WIT H TH RESP TO HE ABOVE ITEMS, INCLUDING ANY WAR RANTIES OR CONDITIONS74 OF MERC NTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. E.Technical upport Technical sup ort consists of annual technical support services,you may have ordered wfll,order for the programs, iii eluding support renewals- Support must be ordered pursuant to a acid End User Licenze Agreeme t such as,these Software TCs. Bug fixes,security fixes and,any pdates received shaill be provided der the terms of the license agreement that You accepte upon ordering the programs- If ordered, annual tech, al support (including first year and all subseque, years) for, programs, is provided under Oracle's,t hnical support policies, in effect at the time the ereices,are provilded. The technical support policies, i orporated herein, are subject to change at racies discretion; however, Oracle policy changes will not .cult in a material reduction mthe level of ereices,provided for supported prograrns during the period for w 'ch technical support has,been order .You should review the policies prior to entering into an order for e applicable services- You ma, access the current version of the ,efcanto ;I I I . I I'll .r 'ef "I , _",1 ,_" j technical support policies, at _�` ': : :I , The technical �1�support policies, state that, "global stome, support er4i�c::A and; systems, are not designed to accommodate special security control that may be requir to store or process certain types of sensitive data-" ,Accordingly, as stated in 'e technical,,sup ort policies, You agree not to submit any health, payment card,or other controlled o sensitive ctat that require protections,greater than those .specified in the Oracle Global Customer Su ort Secu y Practices to Oracle as part of any service request. Software Update License&Support r any accessor technical support offering to Software Update License & Support, "SULS') acquiired 'th our arder may be renewed annually through a reselter that is expressly authorized to distribute s ort renewals-The order with Contractor wiIII specify y your SULS fee for the first renewal year should; u, new SULS for the same number of licenses for the same programs as,contained m the origin order,t e fee for BULB for the second renewali,year will not increase by more than 4%over the prioyear's fees.. f you,elect not to purchase technical support at the time that the prograrn is ordered then you ma., be required to pay reinstatement fees, in accordance with Oracle's tec I ti n ca I sup rt policies in effec 't the dme of reinstatement if you decide to purchase technical supportat a late ate.Technicalsuppo for programs is effective upon shipment of tangible media:or upon the effecti, date of the order if shipm mof tangible media is,not requtred- Invotces for technical supports 'ices,shall be submithed, by Con Factoron a quarterly basis,(unless otherwise specified,in the order after the completion of such riod.. Notwithstanding anything ii, xracle's technical support policies to the ntrary, you may discontinue technical support at the e ,of any current technical support temr and, it y time thereafter, reinstate technical support by ex cueing an order for suich services with Contractor,11f you, decide to reinstate technical support, yo must pay a reinstatement fee. The reinstatement fee hall,be the amount that would have been p, d by the ordering activity for the past support period ha technicali, support not lapsed. In additio to the reinstatement fee descrilbes, in the preceding, sentem , you must pay the technicalsuippo, fee for the new support period,-This technizal support fee for the ew support period is computed a follows-(i)If technical support lapsed,then the techrii,calisupportfee ra twelve month support pen shall,be the last annual',technical support fee you paid,for the relevantI pr ram;�ii'jifyou never ac red,technical support for the relevant program, then the annual technical su ort fee shall, be the f that mould have been charged,if support had been ordered.originally for the relev nt program per Gr cles Support pricing policies in effect at the time of reinstatement Renewal adjus nts may be plied,to the annual sup port fee described in (if and;(ii'i above- diacle US Communities Software Program s Supp lennen tal Term s and Conditions V041818 Page!, SERIAL 180233-RFP EXHIBIT C Intellectual Property Indemnification 'eilec'u' someone makes a claim, against you or Oracle('Recipient'w m yo hich may refer to u or Oracledependii g n-e."" u n wNch party received,the Material).that any infomiation,design,specification,instruction,so re, d.t or material �`Material')funnished,by either you or Oracie('Provider ,-which may refer to �� u or or 0 0ra'., d depending on which party provided the Material), and used by the Recipient infri ges its intellect inteliler~t I property rights(including U-5. orforeign patent,trademark and copyriginfl,the P, viderwilli indlem, nify�the Recipient against the claim to the extent permitted by larw if the Recipi t does the fallowing: \ notifie the Provider promptfy in writing, not later than 30 days after the -cipent receives n,otice o the claim. :1 rn gives, the rovider control of the defense, with input from Recipient and any settiement negotiation: n and the , P e d t tt 't negotiation, and gives, , the Pro'der the information, authority, and; assistance the vider needs to defend, e claim. se e against or sett" If the Provider believes or i ',s determined that any of the Material ma ave violated someone else's intellectual property rights, th Provider may choose to either modify e Material to be non-infringing (while substantially preser-iing,ii utility or functionalityl or obtain a 1J, nse to all1ow for continued use,or if these alternatives are not comm 6alilyreasonalofe,the Provider ,ay end the license for,and;require return of,the applicable Material an refund any fees the Recii ' nt may have paid for it. If you,are the Provider and such return materially ects Oracle's ability t meet its obbgations under the relevant order(e_g.,impairs Ora cie's ability to p oral due to,a v ork statement, schedule or cost impact), then Gracle may,at its opfilon and upon 30 d s prior written old ce, request termination of the order. The Provider wili not indern n ify the Recipient if R ec ipien titers the Material or uses it outside the sco,pe of use identified,in the Provider's,user ddcum tation if the Recipient uses a version of the M atena Is, whi,ch has,been superseded, if the infringemen la i could,have been avoided by using an unaltered current version of the Material which was provide o the Recipient,or if the Recipient continues to use the applicable Material after the end of the lice , e tquse that Material.The Provider will,not indemnify the Recipient to the extent that an infrin meat -aim is, based upon any information, design, specification, instruction, software, data, material, t furnished by the Provider- Oracle will not indemnify you to the extent that an iinfrin ment claim is ased upon the combination of any Material with any products or services not prov' ed by Oracle. Or. le will not indemnify you for infringement caused by your actions against any I',d party if the Oracle p ram(s)as delivered:to you and,used in accordance with the terms of the o er and the Software STC would not otherwise infringe any third party intellectual property rights. ac le mill not in clem nify you f o ny infringement chain that is based on: (1)a patent that you were ade awaree of prior to the effectiv ate of your order with Contractor (pursuant to a claim, demand r notice);or(2)your actions prior to th effective date of your order with Contrattor. This section provides our and Ora,cie's exclusive reirnedy for a infrIngerrient cLairns or damages. G.NEITHER PARTY ALL BE LIABLE FOR ANY IRrIDIRECT,INCIDENTAL,SP CIAL,PUNITIVE,OR CORSEQUENTI DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DA OR DATA USE. CONITRACTO S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT 0 R RELATED TO Ali ORDER SSUED PURSUANT TO THESE SOFTWARE STCs, WHETHER IN ONTRACT OR TORT, 0 OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FE YOU PAID CONTR TOR UNDER THE RELEVANT ORDER,AND IF SUCH DAMAGES RESULT OM YOUR USE PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFT ARE OR SER CES,SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID CONTRAC R FOR 04ade US Communities Software Programs Supplemental Terms and Conditions V041818 PageN SERIAL 180233-RFP EXHIBIT C HE DEFICIENT PROGRAM,HARDWARE,OPERATING SYSTEM,INTEGRATED SOFTWARE S. 'VICES GIVING RISE Tel THE LIABILITY. H. that HE V DE FICIENT E C th F E E GIVING N P G R RI SE SOFTWARE /E t , 1. You: y not assign orders or gNe or transfer the programs and,;or any seroces,or an inter tin them? toanothe inclividuali, or entity. If you grant a security interest in the programs nd! services th' v or or deliverables, the secured party has no right to use or transfer the programs :nd�o/rnyy ervices I f deliverables, -id if you,decide to finance your acquisition of programs and,)or z i dices, you, wdl, follow Oracle's licies regarding financing which are at h ttp:/Iorac le.ccm)contracts- I e foregoing shall not be\construed; limit the rights you ma y other wi se have with respe ct to the Lin u, operating system, thiird party tech nol or separate works,licensed,under open source or similar lic nse terms,. 2. In entering,into an o er under the contract, you agree and acknawleoge th you have not rellied on 1 the future availability of ny program or updates- However, 'a',, if you or er technical support, the preceding sentence does t rekeve Oracle of its obligation to provide suc ethnical support under the relevant order,if and-when a flable,in accordance mirth Oraclee's then cui ant technical,support policies, 'I and (hi the precedin,g senten-d does, not change the rights granted you for any program licensed; h,e So'r du P'o c is r�e under the order,per the terns.o'\ are STCs. flespe Softw 3. Accessibility The extent to whlc h an Oracle produ c is, prior to a n y custom iz ons,capable of providi n,g com parable access to individuals with clisabillities,c sistent-with the appl, able provisions,of the Architectural and, Transportation Barriers,Compliance Boa standards set o in 36 Cf R Part 1194 (known as'Se ction 50---R'J effective asof,[,une,2001,orth,eRevi4d version:in ppendix A(known as'Revia,,ed,Section 508') effective as of January,2018 and the Web C tent Ac ssibillity Guidelines(WCAG)version 2.0 level, AA, respectively, is,indicated by the depenclen-i s, c iments and;exceptions (some of which may be .significant, if anyj noted on the applicable Volunt y rod;uct AccessiblIfty Templates,(VPAT)available atwww-oracle-comtustcorpor,ate,lacc,essiibillityfbre h product,when they are used in accordance with Oracle's associated documents and other w ten information, and provided that any assistive technologies and any other products used with, ,em p pedy mte roperate with them. In the event that no VPAT is available for a particular Oracle rodluct, ple se contact the Oracle Accessibility Program Office at accessible-wwooracle.com- In me cases,the utcome may be that a product is sti[I being evalluated,for accessibiJIfty, may be scherl ed to mieet access ility standards,in a future release,or may not be schedulled to meet accessib iliit, anclards at all. Oracl -customers may caul Oracle Support at 1.830.223.1711. Hearing-impairedc somers, in the U.S- wtrh,oNkis,h to speak to an Oracle Support representative may use a teleco , unications relay sereic", (T Information about the TRS is available at http-.))www.fcc.govfc 'consu,merfazts1trs-htmI,and a lis f telephone numbers is,available at https:Ywww-fcc.gov)gener elecammunilcations-iTellay-services-d�i, ctory- International hearing- impaired customers,should u the TRS at+1.605.224.1837-An Oracle upport en,gin,eer will respond to technical issues accor ;' g, to the standard service request process Oracle cannot make any commitments about futur product directions, including plans to address ac ssibllityor the availability of VPATs,. Product di tion renhains, at the sole discretion of Oracle- No Cher temhs, conditions, statements or any o r such representations regarding or related; to accessi fllry shaill apply to the Oracle prod;ucts,pro ided,under these Software STCs,- 4. Internet Pr o-col version 6(I]Pv6). Prig tc any c:u , mizations,the Orwleprodiuct(,a)and ser-iice(s,'i to lee delivered iloursua Itothecontract are capable accommodating Internet Protocol version 6(1,Pv6)solely to the extent defi I d,and:noted; intherelev t product1service documentation available at oracle.com.Please note that suc apabilities are subje to the dependencies, com me nts and;exceptions(some of wh ich may be sign ific, t, if any) noted ii such documentation,and require that Oracle prodlutt(s)and service(s)are used in acc rdance Ora e US Communities Software Program s Supp lernen tal Term s and Conditions v041818 Page SERIAL 180233-RFP EXHIBIT C a\'th Ora.,c le's associated documents and,other written��nfb rm ation and that a n y other prod, is properly ')a int operate with them. If no relevant producUsereice documentation is found address' g IF1v6, then t operate '0,ra makes no representations, as to the capabilities of the productiservice n question to c,cconodate IPv,6- Oracle cannot make any commitments about future product di ctions, mclucling, plans to ddress IPv6. Frod,urt direction remains at the sole discretion of Oracl . No other terms, S. representations regarding or related to a essibHityshall apply conditions,,statements or any other such represe to the 0racl products provided under these Software STCs. S. Exportlaw and regulations of the United; States, and any other relev t local export laws and, regulations apisl o the programs. You agree that such export laws gove your use of the programs (indudin,g technica ataf, and any services,deLverables provided under ur order, and;you agree to comply with all such xport laws, and reeg,Wations(incladvng"deemed port' and, 'deemed re-export' regulat:ons)-You agre .that no data, information,program,and,)or m, rials resulting from services or direct product thereof) �be exported, directly or indirect)y, in viol ion of these laws, or will be used for any purpose prohibRe by these laws including, without lirr%it on, nuclear, chemical, or biological,, pu rpose'a'all ct h p I t products n You a c d u,e a p n c a r 0 e In d 0 d r h t th e h a re e t 'b x p q a g programs. I a uc po e v no a a d,g and Ij rt L_I n L 0 'r d a a n d w 0 m a d L n x a un der p b the r' e' lopm weapons proliferation,or de, lopment of mhissile technology. th 6. Oracle, as the owner of the tellectuali,property of the pr ram licensed,and the technical support party i services, is a third party benefici of the contract and the rders for Oracle products issued pursuant b n to the contract,but does not asau m any of the Oracle au o rized rese Ker's obligations thereunder. rm 7.The Uniform Computer Information an sactibns,Esc oes,riot apply to these 5 oftwa re STCs nor any y , , them. m order placed pursuant to\them. 8. You understand that the Contractor and racil s business partners, including any third party firms retained by you,to provide computer consultlnt s ices,,are independent of 0 ra cle and are not Grade's agents-Oracle is not bound by any acts,of any ch entity, unless the entity is providing,services as an Oracle sub-contractor under an engagement de d directly with Oracl,e- 9. You may order triali, programs, or Or cl'e may elude additional programs with your order with Contractor which you may use for tri , non-produc' n purposes, only- You may not use the trial programs to provide or attend third p training on th content andfor functionality of the programs. You have 30 days from the delivery te to evaluate thes rog,rams.If you decide to use a n y of these prog ra nhs after the 3 D-day triali,per d, you must obtain a liic nse for such programs from Oracle or an authorized distributor. If you,cle ci e motto obtain a liicen se for y prog ra mh after the 30 day trial',,period, you wiff,cease using and delete ny such programs from your cc puter systems.Programs licensed for trial purposes are provided'a is'and Oracle does,not provide tec nical support or offer any warrantes, for these program s. 10.Unless otherwise ag'r ed in an order,upon 45 days written n,otice, d no rnore than once annuafly, Contractor may audit ur use of the programs.You agree to cooperate " h Contractor's audit,provide reasonable assistanc and access,to infor—mation and permit Contractor report the audit results to Oracle. Any such udit shall, not unreasonably interfere with your n,o, al busilness, operations- Contractor shall -mply with reasonable security and; safety rules, policies, a,dl procedures ('security rules"i while p rfdmaiing any such audit, provided that such security rules re applicable to the performance f the audlt,. you, make such security rules, available to Con actor prior to the commencerr nt of the audit.and;such security rules do not modify or amend the to ,s and conditions of the con act or the appllicabfe order-You shall be responsible for paying any un,de, id fees related to use,o he programs. Contractor may assign its, right to audit your use of the progr =hs,to Oracle. Contr or sway assign its right to audit your use of the programs to Oracle.If the Contract assigns its right audit your use of the programs to Oracle, then Oracle shall not be responsible fo any costs, inc:: ed by either you or Contractor in cooperating with the audit. racle US Communities Software Programs:Supp Iernen tal Terms and Conditions V041818 Page SERIAL 180233-RFP EXHIBIT C J pon term ination of a program license,you are req u ired to discontinue use and destroy or return to Contractor th Contractor all copies of the programs and;program documentation associated with the termina d, Bice e- 12.So e code maWe cle livered as part of the standard cle livery fo r particu lar programs;all,s uc ,source codeiss, ject to the terms,of these Software STCs,including the Oracle License Definitions dRules, t%heapp,lica- order,the contract and;the applicable prograw,dacumentation- I 13.Programs, nd,service deliverables are not designed for or speci,flcafly intended;fo use- innuclear '�e r"'s facilities or ot\heazarclous applications. You agree that it is Your responsibiffily to e sure safe use of Products and Ser ,e Offerings deliverables in such applications. Ai, 14. For software (i) is, part of Programs, Operating Systems, Integrated ftware or Integrated, Software Options for all�� our)and ffi,)that You,receive from Oracle in binari for and Iiii)that is licensed, under an open source Ilic se that gives You,the right to receive the sourc, cocleforthat binary,You may obtain a copy of - e appkable source code from https::I' sz.oracle.comlsourcest or http:.21,wivw.oracle.com.tgotolo nsourcecocle. If the source code for suc' software was not provided to You'with the binary,You maya o receive a copy of the source code o phys�cairnediabysuLinr,ftbng,a Your u Oracle e t n h b ron, h e 1,n n r n r for d eo e "'"t C an d 'f d L,ro code f tt -s r.cle c'� e f r. uc software e wZ d so - c y c -e/,ddr,c, se written request pursuant to the r ructions in the 'Written Offer for ource Code' section of the latter website. 15. Oracle's Applications, Licensing ble in as o f effective date of your order and is"c th'. "�J" _ curs incorporated herein as Exhibit B. You ay i t version of the AppiJications Licensing Table at http:f)oracle.conticontractfs- 16. Oracle's License Definitions,and Rules,a incorpo To herein and artached,hereto as Exhibit A. 17. if any document incorporated by referem I o these Software STCs, including the License Definitions,and Rules and terms included an,dior ferenced therein, conlarns, a provision (aJ allowing, for the automatic termination of your license rig o, technical support sereices; or(bi allowing for the automatic renewal of services,andlor fees,the ,such rrrhs shall not apply. ,iacle US Comm unitias Software ProgTann s Supp lemen tal Term s a nd Condffi ons V041818 Page 7 SERIAL 180233-RFP EXHIBIT C ORACLE LICENSE DEFINITIONS AND RULES Y120,117 The lomring are Oracle's standard License Definitions amd Rules,some of which by their i-ery natu may not app, -to the Orqzle prDducts Fund services in your j3rder. Nei-erthe]*ss,the definitians far the to s e.um% Mumlerft hereinshq,Uccintrj)lfo3�thepui,posesofinyarcl@rfj3rO3�.qzleprDductsqnd•'ar,-.,-ridce . WiTade US Communities Softwakre Programs Supp lemen tal Term s a nd Conditions V041818 Page SERIAL 180233-RFP ORACCLC If ORACLE AC:LE SOFTWARE PROGRAMS ANDIOR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS VOS2819 THESE ORACLE S-C,FTWARE PROGRAM AN WOR SERVICES US CCMM'UNaITIIES ("USC") SUPPLEMENTAL TERMS AND CONDITIONS ("SOFTWARE STCs") SMALL APPLY TO THE ORACLE SOFTWARE PROGRAMS a4hIWOR SERVICES THAT`YOU ORDER FROM THE CONTRACT HOLDER (THE -CONTRACTOR")- THESE SOFTWARE STCs. SMALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON-ORACLE ORDER OR ORDERING DOCUMENTATION. THESE SOFTWARE STCs ARE CONSIDERED PART OF T14E SCHEDUILE OF SUPPLIES,iSERVICES IN YOUR ORDER TO THE CONTRACTOR. A. Def-iinifions 'You'and"Your°refers to the orden ng acti ity that has ordered programs,and"For servioss ftrn,art authorized d'istrahutor R°Ccr factor°;under the contract. The term "ancillary programs' refers to third party materials specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are celivered. The%mn"contract"refers 15 the Contractor's US Communities contra=ot. The teml;'program,documentation-,'refers.o the program user manual and program installatort manuals,. The term `programs!' refers to the software products owned or,distributed by Coracle which you have ordered,program documeniation,and any program updates acquired through technical support. The teem"sermices"refers to annual technical support ser^ices wahich you have ordered. B- Riighfs Granted Upon Contractor's aoceptance of your order,you hawe the non-exclusive, non-assignable, royalty free. perpetual (unless otheralse specified in your order with Contractor), limited right to use the programs and receive any services you ordered solely for your internal ordering activ'sty operations and subject, to the temn.5 of these, including the Orade License aefinitbns and Rdes.,the order,the eontraut and the program documentation. You may illvw your agents and contractors(including,without limitation., outsourr:ers)to use the programs for this purpose and you are responsible for their compliance with these Software °iTCs,including the Oracle License Definitions and Rules, the order,the contract and the program documentation in sued, use. For programs that are specifically designed to aligw your customers and suppliers to interact with you in the furiherance of your internal business operations, such use is allowed. Grade us Communities Software Programs Supplemental Terrors and ConditionsM26,19 Page SERIAL 180233-RFP EXHIBIT C C.Ownership and lRestrictions Ora,de or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership and intelleawal property rights to anything developed by Oracle and delivered under your order resulting from services. You may make a sufficient numnber of copies of each program for your licensed use and one copy of each program me-dia. Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program documentation. Such third party technology, is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not. under the temis of d-ie contract or these Sop.'ware S.TCs. You may not • use the programs in a rental,timesharing,,subscription service, hosting or outsourcing capacity; • remove or modify any program markings or any notice,of Oracle's or its licensors'propfiettary rights; • make the programs ormatenals resulting from the services available in any manner to any third part,yrforusa ir the third paznys business operations(uniess such access is expressly permir.ed for the specific program license or rnalerials from the 5erwic*5 you have acquired'; • cause or permit reverse engineering (unless required by law for interoperability's, disassembly or dacompilation of the programs ;the foregoing prohibition includes but is not limited to revie'N of data structures or similar materials prcduced by prograrr5), operating system or integrated sof-hare; or • disclose results of any program benchmark tests. D_Vilanrankies,Di-sollairners and Exclusive Remedies For,the sake of clarity, this is the Oracie manufacturer's warranty; nevertheless, it shall be accessed by you through the Contractor, Gracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year from delivery(i.e. -wia physical shipment or elecironic download . You must notify Oracle of any program,warranty deficiencywizhin one year from. delivery. ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED,OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. Oraole also warrants that services will be provided in a pnbfessionaf manner,consistent with industryr standards.. You must notify Oracle of any ser= ces warranty deficiencies wkthin 90 -days from performa rice of the deficient serJoes. FOR A24Y BREACH OF THE ABOVE WARRANTIES,YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH Of` THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES PAID TO ORACLE FOR THE PROGRAM LICENSE DISTRIBUTED TO YOU,- OR (B) THE REFERFORMANCE OF THE DEFICIENT SERVICES PROTAIDED BY ORACLE;OR,IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A. -COMMERCIALLY REASONABLE MANNER, YOU MAY END THOSE SERVICES AND RECOVER THE FEES PND TO ORACLE FOR THE DEFICIENT SERVICES PROADED BY ORACLE TO YOU- Grazle us Communities software Programs Supplemental Tervins and conditions v032819 Page Z SERIAL 180233-RFP EXHIBIT C TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IIMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FORAPARTICULAR PURPOSE. E.Technical Support Technical support consists of annual technical support serJoe5 you may have ordered or will order for the programs, including support renewals. Support must be ordered pursuant to a valid End User License Agreement such as these Software STCs.Bug fixes, security fixes and any updates received shall be provided under the terms of the license agreement that You accepted upon ordeHng zhe programs. If ordered, annual technical support (including first year and all subsequent years] for programs is provided under Oracle's technical support policies in effect,at the time the services are provided. The technical support pokies, incorporated herein, an- subject to change at.Oracle's discretion; however. Oracle policy changes will rot,resurt,in a material reduction in the level c4sem icL-spro-wided,'-xsupporb- -d programs during the period forwhich leohnical sipport has been ordered.You should review the policies prior to entering into an order for the applicable serrices. You, may aocess the current version of the technical support Tidies The technical support policies state that, ",global customer support services and systems are not,designed to accommodate special secuHty controls that may be required to store or process certain types of sensibwe- dataIr" Accordingly, as stated in the technical support policies, You agree not to submit any health, payment -card, or other controlled or sensitive data that require proleclions greater than those specified in the Oracle Gbbal Customer Support Security Pracdoes to Oracle as part &any service request, Software Update License & Support (or any successor technical support offering to Software 'Update License, & Support,"SULS",acquired with your order may be renewed annually through a reseller that is expressly authorized to distribute support renewals-The order with Contractor will specify your SULS fee for the first renewal year should you renew SJLS for the same number of licenses for the same programs as oontained in the original order-, the,fee for SULS for the second renewal year will not increase by more than 41A,over the prior year's fees. if you elect not to purchase technical support at the time that the program is ordered, then you may be required to pay reinstatement fees in accordance-with 0,rac4e's technical su pport policies in effect at the time of reinstatement if you decide to purchase tedinical suppor,at,a later date. Technical support for prograrns is effective upon shipmerA of tangible media or upon the effective date of the order if shipment of tangible nsedia is not required. Invoices for technical support services shall be,submitted by Contractor on a quarterly basis !unless otherwise specified in the order)after the completion of such period- Nutwithstanding any1hing in Oracle's technical support policies to the contrary, you may discontinue technical support at the end of any current technical support term,and, at any time thereafter, reinstate technical support by executing an order for such sen.wices with Contraotor- if you decide to reinstate tech nica° support, you must pay a reinstatement fee. The reinstatement fee shall be the amour-A that would have been paid by the ordering activity for the. past support period' had technical support not lapsed. In addrJon to he reinstatement fee described in the preceding sentence, you must pay the technical support,fee for the new support period.This technical support,fee for the new support period is computed as follows: �i) if technical support lapsed, then the technical support fee for a twelve month support pee shall be the last annual technical support fee you paid for the relevant program,(ii)if, you never acquired technical support for the reievam program,Then the annual Itechnoa;support fee shall be the:fee that would have been charged if suppon,had beer,ordered originally for the relevant program per Oracle's Support pricing policies in effect at the time of reinstatement. Renewal adjustments may be applied to the annual support fee described in(i,and(i}above. Grade us Communities solltware Programs Supplemental Terms and Conditions M2619 Page 3 SERIAL 180233-RFP EXHIBIT C F-lintel1liectuall Property In clemn1fication, If someone makes a claim against you or Oracle ('Racipianf -which may refer to you or Oracle depending upon which party recei°eed the Material'), that any informaton, design, spe"'ification, instruction, software,data, or material furnished by either you or Oracle ("Provider, which may refer to you or Oracle depending on which party provided the Material),and used by the ReCipieni infringes its intellectual property rights(including U.S. or foreign patent,trademark and copyright.-,the Provider will indsmnify the Recipient against the claim m the extent,permitted by law if the Recipient does the following: notr9es the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the dai m.-I gives the Provider control of the defense, with input from Recipient., and any settlement negotiations:and C gives the Provider the inforn,,ation, aulhoriV, and assistance the Provider needs to defend against or settle the claim. If the Provider bsliaves or it is determined that any of the Material may have violated someone else's intellectual property rights, the FrovIder n^ay choose to either modify the Material to be non-inlinging (whils substantially preserving its utiftorfunctionality)or obtain.3 license to allow for continued Use,or if these altema7rves are not commercially reasonable,the Provider may end the license'or,and require return of, the applicable Material and refund any fees the Recipient may have paid for it. If you are the Provider and such return materially affects Oracle's ability to meet its obligations under the relevant order(e.g., impairs Oracle s ability to perform due to a work statement,schedule or cost impact), then Oracle ma,y,at its op,"jon and upon 30 days prior written notice, request termination of the order.The ProvderwAl not indemnify the(Recipient if the Recipient afters the Material cc uses it outside the scope of use identified in the Frovider's user documentaton or if the Recipient users 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,or if the Recipient continues to use the applicable Material after the end cf,the license to use that Material.The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any infom^ation, design, specification, instruction, soffivare, data, or material not furnished by the Provider. Oracle will not indemnify you to the extent that an infringement claim is based upon the combinadon of any hlatehai -with any products or services not provided by Oracle. Oracle will not indemnify you for infringement caused by yox actions against any third party if the ;oracle programf(s;as delivered to, you and used in accordance with the terms of the order and the Scftware STC a would not otherwise in-fringe any third party intellectual property rights. Oracle will not indemnify you for any infringement claim that is based on: (1 y a patent that you'were made aware of prior to the effective date of your order with Contractor (pursuant to a clairr,demand,or notice);or(2)your actions prior to the effective date of your order--Mtrh This section provides Your and Orazle's exolluisive remedy for any inkingernent Glaims or damages. G. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,,INCIDENTAL, SPECIAL.,PUNITIVE,OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS,, REVENUE, DATA, OR DATA. USE. CONTRACTOR'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT Of OR RELATED TO AN ORDER ISSUED PURSUANT TO THESE SOFTWARE STCs, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAdD CONTRACTOR UN DER THE RELEVANT ORDER,AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES,SUCH LIABILITY SHALL BE LAM ITED TO THE FEES YOU PAID CONTRACTOR FOR Orade us Communities software Programs Supplementa]Terms and COnditionsw032819 Pape 4 SERIAL 180233-RFP EXHIBIT C THE DEFICIENT PROGRAM,HARDWARE,OPERATING SYSTEM, INTEGRATED SOFT-WARE OR SERVICES GIVING RlSE TO THE LIABILITY- H_ Other 1-You n-,,ay not assign orders or give or transfer the programs andlor any services or an imerest in them to another lndrvidual or entity. If you grant a security interest in the programs andlor any services deliverables, the, secured party has no right to use or transfer the programs andfor any ser,,ioes deliverables, and if you deoide to finance your acquisition of programs andlor any services, you will follow Oracle's policies regarding financing which are,at, The foregoing shall not be construed to limit the rights you may otheriMse have with respect to the Linux operating system, third party aechnology or separate works licensed under open source or similar license ten-ris. 2..In entering into an order under the contract.you agree and aoknowledgle,that you have not.relied on the future availability of any pregrarn or updates. Hawever, (a?' if you order technical support, the preceding sentence doers not relieve Oracle of its obligation to provide such teohnical support under the relevant order, if and when available, in accordance with Oracie s then current technical support policies, and (b?the preceding sentence does not change the rights granted to you for any program licensed under the order,per,the terms of these Software STCs. 0. Aczessibiilfty The extent to which an Oracle product is.prior to any custom i;z-itions,capable of providing comparable access to individuals with disabilities coonss5tent with the applicable provisions of the Arch iteau ral and 7ranspor�aton Barriers Compliance Board standards set out in 3-8 CF"R Part !1-94 {known as 'Geodon 508')effective as orfJune,21301,orthe Revised version in Appendix.A(known as lRevised Section 5CB') effie-otive as of January, 20",8 and the Web Content. Accessibility Guidelines NNCAG) version 2.0 level AA,respe-obvery, is indicated by the dependencies, comments and exceptions (some of which may be signincint, if any)noted on the applicable Voluntary Product Accessibility Templates (VFAT)available at for each product,when they are,used in accordance with Oracles associated documents and other written informalon, and provided ha; any assistive technologies and any other products used with them properly intsiroperate with tham. in the event that no VPAT is available for a particular Oracle produa, please contact the Oracle Accessibility Program OfFice at accessible v Zw.1d',orade.com. in some cases,the Duloome may be that a product is still being evaluated for accessibility,maybe scheduled to meet acre55ibilrtystandards in a future release,or n-ay not be scheduled to me&,,accessibility standards at ah. Oracle customers may call Oracle Support at 1.8100.223.1711. Rearing-impaired customers in the U.S. who wish Ic speak to an Oracle Support reDresentatiwe may use a telecommunications relay service 7IRS). Information about the 7RS is available at and a list of telephone numbers.is awailabie at htt2s Jiwmw foc.govig ereral.etelemrr munic.1,jon s-relay-s e rjces-dir4_-.ctqa. International hearing- impaired customers should use the 7R3,at-1,&D-5.224_1837.An Oracle Support en&eermll respond to technical issues according to the standard service request, process- Oracle cannot make any oonsmilments about future product directions, including plans to address accessibifty or the availability of VPATs. Product direction rernains at the sole discretion of Oracle. No ,'her terms, conditions, statements or any other such representations regarding or rela ed to accessibility shall apply to the Oracle products provided under these Software&71-s,. 1- Intennet Protokool version 6(I1PvG)_ Prior to any customizations,the Oracle pruductf5)and service(5)to,be delivered pursuant to the contract are capable of accommodating Int--i-nal.Protocol version 13 solely tc,the extent,defined and noted in the relevard produo-Userwoe docurrentationavaitable atoracle.com. Please note that such capabilities an- subject t"D the dependencies,comments and exceptrions(some&which may be,significant, if any) noted in such documentation,and require that Oracle product!s)and sentioe(5)are used in accordance Grade us Communities Software Programs supplemental Terms and Conditions M2619 Page 5 SERIAL 180233-RFP EXHIBIT C accommodate Fve.. Oracle cannot' make any commitments about future product directions, including plans to address IP%,r3. Product direction remains at the sole discretion of Oracle. No other terms, conditions, statements or any other such representations regarding or related to acoessibilily shatl apply to the Oracle products proviided under these Software STCs. 5. Export laws and regulations of the Unrted Stales and any other relevant local export laws and regulations apply to the programs.You agree that such export laws govern your,use of the programs ;including technical data),and any serwices deliverables provided under your order, and you agree to comply with all such export laws and regulations(including 'deemed export' and 'deemed re-expoit' regulatrionst.'You agree that no data,infom,,ation, program, andlor mate-hals resulting from services(or direct product thereof(will be exported,direotty or indirectly, in violation of these taws, or wilt be used for any purpose prohibited by these laws including,without limitation, nuoic-ar, chemical, or,biological weapons proliferation,or development of missile technology. 6.Oracte, as the owner of the intellectual property of the program licensed and the techmoal suppon serviices, is a bird party beneficiary of the contract and the orders for Orade products issued pursuant to the contract,but does not assume any ofthe Orade authorized reselier's obligations thereunder. 7.The Uniforni Computer Information Transactions Act does not appty to these Saftware STCs nor, any order placed pursuant to them. S.'You understand that the Contractor and Oracle's business partners, including any third party firms retained by you to provide computer consulting servicers, are independent of Oracle ancl are not Oracle's agents. Oracle is not bound by any acts of any such entity, unless the entity is providing servIces,as an Oracle subcontractor under an engagement ordered directly with Oracle, 9.'You may order trial programs, or Oracle may include addr.ionall programs with your order with Contractor which you may use for trial, non-production purposes only, You rray not use the trial programs to provide or attend third party training,on the content andlor functionality of he programs. You have 30 da,ys from the delivery date to evaluate these programs,If you decide to use any of these programs after the 30-day trial period,you muv obtain a license for such programs from, Orade or an authorized distributor. if you decide not to obtain a license,for any program after the 30 day trial pehod, you will cease using and delete any such programs from your computer systems. Frograms licensed for trial purposes are provided "as is' and Oracle does not provide technical support or offer any warrantees for these programs. 10. Unless otherwise agreed in an order, upon 45 days wrinen notice, and no more than once annually, Contractor may audit your use of the programs. You agree to cooperate with Contractor's audit, provide reasonable assistance and access to inforrnafion and pen-rit Contractor to report the audit results to Oracle. Any such audtt shall not unreasonably Interfere with your nornal business operations. Comractmr shall comply with reasonable security and safety rules, policies. and procedures ("security rules') while perfom7ing any such audit, provided that such security rules are applicable W the performance of the audit; you make such security rules available to Contractor ahGr to the oom rn enoemem of the audit, and such security rules do not modify or arr,e no the term s and conditions of the contract or the applicable order. You shall be responsible for paying any underpaid fees related to use of the programs.Contractor may assign its right to audit Your use of the programs to Oracle. Contractor may assign its right to audit your use of the programs to Oracle. If the Contractor assigns its right to audit your use of the programs to Oracle, then Cracle shall not be responsible for any costs incurred by either you or Contractor in cooperating with the audit.. Oracle us cam munities Software Programs Supplemental Terms and C.DndAiDns v032619 Page 6 SERIAL 180233-RFP EXHIBIT C Ti 1. Upon termination of a program license, you are required to discontinue use and destroy or return o o the- Contractor a m al copies af the programs and, program documentation ass wi th ith the t liern7lnated license. 12. Source code maybe delivered as part,of the standard delivery far r panicular programs; all Such source code is subject to the terms of,these Software S,TCs, including the Orade License Dal-,initions and Rules,the applicable order,the contra-ct and the applic-able program documentation, 1 3. Frcgrams and service deliverables are not designed for or specfficaMy intended for use in nuclear facilities or other hazardous applications-You agree that I is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications. 14. For,sonrware ii) that is part of Programs, Operating Systems, integrated Software or integrated Software Options jcr all four), and (H) that You receive from Oracle in binary fom7, and (iii'j that is licensed under an open source license that gives You the right to recei,4e, the source code for that binary, You may obtain a copy of the applicable source code from b-tjas-P--5s.Q, le.=/Saurmez of If dre source code for such software was not prowided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the instructions in the'Written Offer for Scuroe Code'section of the fatze, websitp. T,,5. Oracle's Applications Licensing Table in effect as of the effective date of your order and is incorporated herein as Exhibit A. You n7.,ay access the current %,ersion of the Applications Licensing Table at ,,G.. Oracle's License Definitions and Rules are incorporated herein. You may access the current version of the License De9nilions and Rules 17. If any documem incorporated by reference into these Software STCs, inducling the License Definitions and Rules and zemss included and(or referenoed therein, contains a provision ?a)allowing for the automate termination of your license rights or technical support services.-or(b)allowing for the automatic renewal of sere ces.and,or fees,then,such terms shall no�t apply, Oracle US Cam munities-svoftware Programs Supplernenta I Terms and GDnditiOns V032619 Page 7 SERIAL 180233-RFP EXHIBIT C EXH BIT A APPLICATIONS LICENSING TABLE Oracle reserves the right to periodically change the information preented on the ivebsite proi,-ided above.All inforraition on tbis website is pro-vided without warrano of T kind,either Lypress or implied. Oracle US Communkies Software Programs Supplemental Terms and Conditions V33,2819, Page 8 SERIAL 180233-RFP PAC LE, License fs�itiansm>b,dRules Def nitions:aiil,License Afetriss 3Xl Amnuul,TroinNictionVolume: is defined as one million 7 S.Do!`r=_in all purchase,arderibram ctedanda rotiorsconducted dough the 0Taicle E. ha nee Mark efpl-ce by I on and othwrs durrxg tliia applirable near of the Car.,c.e Exchan? =l it-efpla e,License,. regardless of va^hether hase order ball onlx be counted a_=sari t the ' u331"Inansactirn 'olume once. Applis a Limn Hcllule: tis de d as a Prgr sir used Tr}You on a single or multiple computers. SNI in Application Annual Rea fin ei os defined as one nisi'ion LT S_Dal!3i exoluding to ., processed through the-sicersed Program For 0mcle Self Serice E- fillingprod net,the :r ua �ev enue r etmv,alenttm the tal erv-arced amount for ala compar}F accom t;that have at least one emo4 e� .erper billing p,erxoL pplien timn D_-i-elmped: rs defined asaas-are Program dev=eldped ere-You drat op _tes on:mart-phones and•`or other end user device and that(i)provides end users xv-ith aN a to<ontent mr(its pray des end use° with end user transaction snablement of(iii,; otLersvdse enact es u e by end u ens of fisnstton�v._Lade tiv°z r¢ c the t acl e run- e P>r asn. Apphemd,mn F'.ere rs defined a an individual aut sized a F You to use the ppCrcab=e licensed application Programs which are installed on a single sew-er or on multiple saly en,reg;lk-psi of whether the` eidu "i,actin ely using the Pro--rains..at any gi,°em time If You license the Oracle Self Sei-6,ce a1.=orl,Pegi lit option Liu co ` Ction with Oracle Enterpr�i.e_Asset Man,gement-You are required to maintain licenses for the equis-a._lent ruua. of npplica a U,ers licensed and You are granted un`_imsted access to initiate vworli requests, view work request status and %-iex niched ' d completion dates for Yom: entire employee population. Application Users liensed£or Ctsac:e Order Management are 'o to manually enter order--dnectly irto the Prdg:ams but any orders entered elec roricaEv arum other sources must be License eparately. For i ra.sle Sntaa:cmg,Oracle Fusion Sourcing.Oracle i`aupplier Pmmfiala t7r axle Fusion Supplier Porto—L Oracle 5e ce. Prm,nirement, PeopleSoft eSupp ier C'anneenon, PeopleSoft, Strategic Sourcing. PempleSott Supplier C'mrarart fana�e nt and Edwards Supplier Self`Service Programs, use lay Your external supplier r included with.Your application a er censer. F ae put Zaose of the Oracle Financial Sera ices Operational Risk Solution Program employees who are jnst contia1 1, g infiorwator the Program via the applicable user interface shall not be counted as application users. _ai.ppficgti-on,Read-03311-C-ens! is defined as,an dual authorized by You to onll queries or reports against the application Program fQT which You hm e also acquired non ad-only license.,regardless.of varhe r the individual is,actn-e:y us,rrg the Psogram:s at any given time. C ase Report Farr (CRT)Page: is era as the"eJectrxrrnic equivalent of uraat varo y be the total number of physical paper pages initiated remoter Try the Prdg:a (measured.explicraly in the Program a Received Li a C ollecnou Instrument'.)during a 12 mouth period. Y`c+u may not exceed a licensed n.umbes of CR.F Pas_es during and lit monih'eriod unless OU asquue additional, C;I4'F Pa 4e licenses fi tuna Oracle.. C'h:aNa.sa-c is defined as a phy. al enelosure containing ha=dIxare. For the pmpo es of the follmnzur agrams: Oracle Falaz.s ?Manager and Oracle Fabric ,on for only she chassis(a)that cmrta m nevus=orkin.g hasdwaxe and('bi that a wanage d by The Program most be counte 'kr the pmFo:se ofdeteraruning the number oflicenses required.. Client.kpplicatiaon taller Clients is defied as a.device that receives its configuration from a.client appLica U.seller. C olla ormion ogi,.gm Usens is defined.as an individual authorized by You to use the Programs which are ins Red on a single :.eraser or on trple lei rers regardless of whether the individual is actively using the Programs at any given time F °the purposes- of counting nd licensing the number of Beehiv-e Synchronous Collaboration user... a Collaboration Program User iti ry Yalu company. defined as a.user able to initiate,or host,a web conference and also participate in a web conteren-ce;aE par rpanh in e sore orfererce external to Your rompanc and attending a ireb conference are not required to be licensed.. � Lrcense_ etsnttirns.av4 Fact es_v�5_i t5_Ci _E was page I of 23 a SERIAL 180233-RFP 'ompe�.nsated Individual: is defined as an individual whose compeusation or compensation calcuLitions are generated by Pi ams z ,, The term Compensated hiaLn-idual,include-'-but is not Limited to,Your employees,-0ntr3,CtG17,. retirees:,and any er Per Cornput �� is defined as the computer an which the Programs are installIed. -A Computer license allows You to use licensed Proggiam o ,single specified computer. For the puLpoces of Computer Licences for the Oracle Health Science hite . non Engine Px)sgwam, a c urucation point is an interface to an imput system(e.g- a, CLinica laboratory saystem,in a hospi or hea'theare setting)GY to an)GY to an catgut s3,stem(e.g.: a,heaklmcaxe data repository).. CLone urrent t ser is defined as five concur-reat users where each Concurrent,�-sex is an indiindividualwho' a t rTzed b-f Fonts access the Proparn co can ently naffi other individuals at any given tune. ConcurrentConnections -defined a.each-ornection to a.SerductDaTalink. A Serduct-Datalizil-is efissed as an interface,that renders the ImfGr soffiarare op -able for use with MEcrosApplicatrions. Concurrent User: is&finedas ch individual That ma.v concur-rent y use or amze--the lsrogr s. Conruirent Users shall be os]',Y customers or prospective customers fYaui7,,and sha.21 nor be business partners,or emp,love ofYGuz-- Connected Device: is&fined as each 'que device(a)that v3nsmit data tooi.,i-eceiv-e- atafi-om Oracle l.pph,3.tiGn,PrGEraniLor Oracle cloud services and(b)that does n require any human interaction or human ' , ut to execute,Oracle application business le5gic or to update Oracle application table-.- L-ricas include,but are not limited t ..sensors.,meters,R-FID readers.. and barcode, scanners. Ds'."ices may be connected -directly to Oracle application Programs - Chac]e cloud seni-es, or may be connected indirectly to Oracle application Programs or 0 cle cloud ssex-vaces through gatewair device or a third-party commuricatioms. ser-nice. A device =y be umq7ae13,identified as i -the endpoint of'co 'cation of data.to or&Gm an Oracle application Program Gran Oracle cloud service.or may be can y Lcientiaedbye its e icit tie gists with an Oracle 2pphC311,Gn PYOglanl or an Oracle cloud service. Connected,Instance: is defined as the configuration betwe Cba.- PoLLcv-4Lutom7ition Connector for C,7,-c:eC�R-'%iOnI)L-luimd and the Oracle.CRM On Demand instances web service en p . For each Oi-acle CELM On,Demand instance so,configured.. an additional Cormected Instance is required.. Conne=c tor: is defined as each connector connecting±heso are pro, ct with a.,third party product. A unique connector is required for each distinct third par-ty p Toduct that the softwixe pro Pt r1-Terqlumuie -G irxte�' aze. Connector Pick-, is defined zas a collection of cons rs as specified ui th ro Ln-ayn Documentation for the appllicalile Connector Pack- There is no limitation on the n�mniidber of - al seaven an which anyr 0 the connectons in the pack ma:Ybe copied,installed and used. SINICVstofGoods'sold: is defined asone '2ion U.S.Dollars in the total cost CA,I-"Tory that a compaz,3,has sGIdduinig then- fL�caly--eoix. IfCost GfGaads Sold is unkri, to You then Cost ofGoc-ds Sold shall be�-qltc=75--D of tatzil compan revenue. CPU-. is defined as 3.chip that conta" 3.cGileettGn of-one or more cores an which the Prop-a is ru main g. Regndless ofthe number of co re s,each chip corm* as ' CP Cu tom Smite 1-sen,, is de as an Lridimdri3l autthorized.by YGu to use the application PrGsans included in the applicable Custom Applications, Suite 'ch, are installed on a single server or on multiple severs reganues ofwhethex the individual is 'y us �a t any given trine" 3CTIVel sing the Progra� a Customer: is defined .,the customer entity specified on Your order. The Propams may not be used or- red for the business operations of any ,PaLty,including but,net hunted to Your customem,partners.or Your 319 Imut3ILGII On she number of-compix-is on which such Progr-ams may be copied,installed and used. Customer A aunt: is defined as each unique Customer Accoimt,design-ated by 3,unique account number.for kvr ch the billing informano s managed or displaied using the Program,.eg3l)Eless of the number ofindi-,idual account holders associa d with such ,accounts cezi-e�_Defciitions om-dFxCes -k-05 3,.-26 US ENG Page 2 of 2 of SERIAL 180233-RFP ,:bcle Customer Data 'ar De-ice Retention Seri-ice is defined a a seance far which the de-ct-iphon may be found ir t Tme 1, r ppoeferencess section(Oracle Hardt ale and Systems support ?oli re at;..:::' .......... and Cuby stoma exora3, is defined as each unique Customer Record f,ixclu3is�can#.a,tit szcorv,a.. r pact records and secardn a renal data sources that You,may access using the Program. 10 000 Daily Aa r ge Ta nn aaction is deed as ten thousand unique ue try action.,(including but not limiter salles tram athcsn..return ansacnr .exchange tr m,actnans loyalty tiansactiona. deg_transactr,an pift card aalurf'a van in',erstory transaction.pelt cam ,transactions,and admmiznatsr-e Ilan action..)thsit are processed by the Prnopranr it a ingle irl hour period. The daily t an'sa.,tron _ e is calculated as the d:.Ly zrverage Over the prior 17;math period_ Developer User Developer ea-eloper'Se:at: rs defined a:an individual authorizedlfy^You to use t rograms which areinstae'ed on a,single server or noLtiple s -ern.regardless of whether the indi dual is acti�„•e•y using the P gra:rus at any gis-en.time. a�'itc respect to Developer Users oniy.:t_ h users may create.mo&:s,,,ieau and interact with the Pro_ and..do=rumetnxtian Disk Drive: is defined as a SpInninE" edia.de site that stores data:accessed btu-the Proara „ Electronic Order Line: is da ned as oral number of distinct order lanes entered cttomc.all;=into the Oracle Prop-am from any:source(not inan 7ed layually entlaylicens sa ens) &ling a 1_' month period. inc_'udes Larder lines trliginating as external EDD-�f[-tizinsa.c tions and'or sourced from.of r Oracle and,nor,-Orac`.`e app'.icatio s. beau,may not exceed the licensed number of order lines during any 11 mon.tIr period. Employee: as defined a (r)all of our full-ring- rt-tirue, teanporar e l =ee and(ti) L of Your aunt .ontractorn aird coasult..nts who have access to,use-or are track b�he Programs. T guantitg=of he licenses required i determined b}'the number ofErrfp.oyee>and not the actria.mimber of cries s`."In additian,. you e.-act to outssow�e any bu aria ss functican(s)to another company=-the following must be counted for purposes of tesua.cniu the number of Employee.: all of the company's fad"-ulnae employees,past-time employeeL,,teraparaxT ermplay-ees,age co (actors and consultants,that lil are providing the outsourcing services and(ii)ha,e access to.une-or are tracked by the Progr Empsldr ee for HC M: is defined a. Qr al'of'Your '-Liaise. �-trnr ternporar7=eruplcrySes,and( )all of Your agent:-contz-actors and consultants who have access to-use,or are tracked by e.Props The quantim,ofthe license"required is deternamned b=the number of Employees for HC lets and not the actual nunsh of users. I 'u€a aoz it You,ell to out source any bu deans famc7oans uo another conapanv, the fo'.lon-rng must be counted f purposes of dete g the nunsber of Employees for HC M: a'-1 of the comp,-my"-full-time employees,part-time empfo ee, emporaiy Lployee-,a eats,conhac4ors and consultants that Q axe pio-,idiag the autsouut:nR services and(ii)have access to.u= .Or axe tracked by I the Proga'. :. Employees for HCM may oLy use the lieem-sed Pio a=with Oracle app'ication Piogxarus tha contain'Or c:e Fusion Humaair 'apaal Maaragenrenf,zs a;plefax in the Program r Pme. Empaloyee Uses: is defined a,an ndivid .x authAor zed by 3"ou to sine the Progxams w is are Lust{=ed on a single server or n ulnp e seivser..i=eeardless of whether or not t'e dn-rdu:.l Ls actively°usmg the PiOgrarsrs at any� -en time. E.nu r°p rise Employee„ is defined :(L)all of Four full-time,part-time.temporary employees..as,o(d)all of 1:our agents.contractor:". and consultants whoha�„e access G.use.or are tracked by the Programs. The quantit-§=of the hcs required is determined by the number ofEnteipiise Emplay- s and not the actual number ofuseru In addinon,if You elect to a vrce any Z=rsess fannction(s to another company,the fo swing must be counted for purpose-of determining the numbee of Ent rise Employees: all Of the Compan sr M fiiTl.-tinge emp yees.,par.t-time eanptac ee.,.temper ax erupla ees.agent,coed actor and cos taus that d;nl re pr bud rig the outsousccnz, senate and(6) have access to,rise, or are tracked by the Programs. The value trf ese Progim license:, i determined by=the n es ofEnterprue Employees.nor these Froetarn licenses,the hcen ed.guantii=p u.ha manf at a Minimum be equal to the n° ea of Enterprise Employiee:as of the effectr e date of Yom-order. If at airy=time the ber of Enterprise Employees exce s the licensed gaiantrtsr,You are requrxed to order aedit.onal�censes(and to hrdcal support%such,a.di.rtional ]ice-e :sudh t the aum�aer of Enterprr e Emplryse i,equal,to or less than the nnmbea of zice_7eei gaantits•. i ,i not entitled to an,=refun',credit or other coasideratian of any hind if there is a reduction in the number-of Enterprise Employ In addition, each year as-3 sberore the anniversar a=date of Your order.You are required to report to Oracle t1r number ofEnterpras `unTm ees Of'suc- date. cease_Defraitions au Fines_%-0v_ ,!g_Ct5-EN G page 3 0 SERIAL 180233-RFP F nterprise,Full Time Equivalent(FTE)'Student; is deaned as any fi y-time student enrolled m Y taus Iss-t ti tion and any Pa ,t dent enrolled in You institution counts as did a of an FTE Student The definition of"full-time and."part-time"is base n sous licies for student classifica.uon. If the number of FTE Students is a fra.ctico-n,that Lmnbei wall sae r dnded to the re U whole -ber for-purposes of li p e quantity requiremeirts. The value of these Program licenses is determined by the a er of Entetpra- FTE Students Fear these Program]i,emses.the licensed quantity purchased must,at a laser- rum be equal to number of Entetpra FTE Students as of the effective date ofYour order. If at any time the number of Enterprise FTE Student arcee&the licensed quay .ta-.You are required to order additional licenses(and technical, support for such additional hren�s' such that the number of Ent rise FTE Students is equal to or less than the licensed quantity. You are not entitled to any re credit or other consideration of a I-and if there is a reduction to the number ofEnserptise FTE Students- In addition.each year l days before the anniversaa-Y date of 'our order,You axe required to report to Oxac(e the number of Enterprise FTE Student-a.r c f such date.. w Futerpri-e Trainees nN4efined as an employee.,contractor,student or other person whd is being recor d by the Proex-am The va ne of these Progsa.at rL�ens,es is determined bay the number of F-wezpras,e Trainees. For these Pr am hcen es. the licensed quantity PM,Chased must,at a aminimum..be equal to the number of Entetpri e Trainees a.S in the eff se date of Yauz order. If at any time the number ofEnrerp Trainees excels the Licensed quantity,You are required to order ditional liven es'and technical support for such adustxona hoe ugh that the number of Enterprise Trainee_is equal to or' .than the hcens ed quantity. You, are arms entitled so an,r refired.crdi�sr other consideration of anymd if t�eie us a reduction' the numaber of Enseiptise Trainees. In addition.each year 90 daces aefore anura er.arsF date of You order,You are regruredto a. ors to Oracle the number of`Entetprise Trainees as of such date_ Enterprise SM in Cost of Goads tSolds, En 'prise SM Cost of Goods Sold is defin as one imltion U.S.Do'etasu in-±e totals cost of inventory that a company has:sold during t ur fiscal year. If Cast of Goods So is urSnomm to You then Cost Of Goods Sold shall be equal to a'5a e oftota.company ievenue. value ofthese Prop-am rice es is deteramned by the amount of Enterpaise SM Cost of Goods Sold. For these Program license.,# e h.eused quantity pinch ved must, at a rniniruum be equal to the:arnounr of Enterprise N1 Cost of Good Sold as of the effective, re of r our order. It any time the arrant of Enterprise SNI Cost of Goods Sold e%ceeds the hmense-d quantity,You,are required to des a,ddrtional he des(and fe-;long l iuppott for such additional li en3a such that the amount of Enterpsr� SM Coat of GocH S is equal is le-s than the n=bex oflireaei qu rtity. You axe not entitled to any refund.credit or other -on,aderation of anvil if Cher sareductior,in the amount ofnnterpnse SNI Cost of Goods Sold. In addition,each year 90 days before the anniversar v d14 of' our.order,You are required to report to Oracle the number of Enterprise '.'a!Cost of Goods Sold as of such.date. Enterpa sae S�1 nn Fr eight Under iala nagement; S Fresah ndex�agemeut rs deiced as one�ullron U.S.Dollars of the total tan;porta,tos A,.lue of tendered orders for a shipments fog lien calk ax year during the terns ofthelicense- FUa I.halt include the combined total of actual Ius the coat of fkgiaht fox,hiprnean managed by You(e.g.,You ire not purclianing transportation der,•ices on'behalf ofYour-c ' nts but are prm'idia transportanQn Mana L-ement sexArLce3 for Your clients). Freight that a paid o31 a third paste h"I also be led in the FUM tots g.,abound shipments from suppiaers to You with freight ternis of prepaid; The sra we of these P erzm li€errses is determine by the amdvnt of Enterprise, SM,Frei Under odes Manaaiernent. For the sL-Pr opram licen yes.the quantity puchaseci mu t a., „rini um be equal to the ansount of Enterprise a I Freight'Under Management as of the eff five date of Your baler. If at any tint a amount ofnteapiise dad Freight Under Management eels the howl gvantizy. oa are required tmm coder addrtiou :icen�, (and thrsr6_support for such additional license i)such that the amount of Enterp .SM Freight Under Management,is equal Elsa of test thaws the number uFlicensed quantity. Y-ou are not entitled.to any ref—iml cre t or other consideration of any k:md if there as a rl:=lsction in the amount of Enterprise SM: Freight Under Management, In add'' n each year 90 days before the anu enary date or"Yo order.You are required,to report to Gracie the number of Enterpuse S Freight Under Management as of such date. Futerp rise SA ern Operating a dget: is defines as one u s ion L'S Doll=i ofY'our ga'o s btr3aet i ected in an audited statement from Your eme ill accoun g fatal The value of these Program licensee in determined by the amount aterprrse Slat in Operating Budget. For these Progra licence; e lie:eased grant Pur:ham eel newt.,at a riu„ a be qua_`tot armount of Enterprise Sd T in Operating Budget as the effective date ofYour order. If at any time the amount of Enterprise 5NI in&,Aera.tmg Budget exceeds the licensed quantity. on are required to order additional license.(and tee sal suPpoat for uch additions��10;�pe�i - es;�such ha:t the amount of Enterpr SM in Operating Budget is equal`to or le then the number Of hcen>ed qu ntit . I`ovot entitled to any refund, credit or Cher consideration of any hind if there is a.reduction in the amount of Euteipti SZst inudget. In addition,eanh.. ar 910 days before the anniversary date ofYou order.You are required to report to Oracle the Enterprise 'Slid in.Oper.: na Budget as of such date. Enterp , S1.I in Revenue; Enterprise SINI in Revenue is defined as one mullion U.S.Dolllrs in all income Ciaterest inc rue and non rest income)before adjustments for e_xTenses and taxes generated by You during a,fi cal yFear. The slue of the e -am cense_Defmtions.and•RW,e_r05= l S US_E2v G Page 4 of SERIAL 180233-RFP Acenses is.determined by the amount of Enterprise S.r!in Revenue. For these Program licenses..the licensed,guarirn,puuc .N",at a mim �91Y5 ae equal to the amount of Enterprise anal in Revenue as of the effective date of Your axder. If at any tiny we al it-f Enterprise SM in Revenue exceeds the licensed quantity,You,are required to order additional,acen es(and tec' cal auppo far such additional licenses)such that the amount of Ente arse M in Re c enue i equal to of le ,than the number of cenned quanrifgv N Y'ous are not enntled.to and.=refund, credit or other consideration of any hind if there:is a reduction in the aunt of Entetpnse -hJ in Reurenuue In addition,each 4ear 9�O da-m before the azm,.rersary date of Your or-den,Y'ou.are require to repaxt to Oracle the n uber of:Enteapri e Shad in Revenue-as of such date- Expense Repot, is defined as the total nunber of expense reparn processed by Ixtternet Expenses during 3.12. onthpexiod. Yau may nat emceed the tensed'zrumber of extpeme report,,daraime anry 11 month period. N Faculty User, is de as an active teaching member of the faculty for an acmekui red academic in=_trturn ;such user anay onlyuse the Ptogranxs far acadennNaid non-commerctal use. Field Techeunci bns is refined }an engineer„t3chnicia:n represent tiu e.or other person sn ho is `pa.tchen op You-is c,uding e despatchers.,to the field.using th rogt as- Fl.a.sh Drive: is defined as a:solid s tuefia de^uics that stores data accessed by the Progr. SN.f Freight Under is lauagernent: is de }eci as one million U.S.Dollars of the total portation value of tendered sanders for all shipments for a graven calendaryeax during t �ten-u of the license. FUM shall include e cornbined total of actuta.f7exght purciased U3=You-plus the cast of fi�igit for slipmemnaged lid Y.Batt a e.g.,�iau are noue£h�:are ti:ansper lotion er,ice cn U a7f of 1 oua.clients-but are providing b..€ansporta.ti meesnent ter rice.,for V'our Ch 1. Freight that is paid by a thud party shall also- De included in the FUM total(e..r..inbound ship is tram suppliers to YOU freight terror of prepaid). Full Time Egiuuiralent(FTF-)Students, is defined as y full-time stud t enrolled in Your institution and any part-time student enrolledin Y:"ous institution counts as 25 t of an FTE Stu t. The de an of"fat'_'-time"and"part-time"is based anYouxpolicies, for student cla viacati.on. If the number of FTE;Students is fi-action. t number m-L1 be rounded to the nearest whole number Bor purposes of license quantity requirements. :4.0-DO Gift Cards: is defined as rnrenty-five thousand value -i (gist or stored)that are generated',�T=the Progs aana during a 12 month period. Guest C';abiu: is defined ass a guest cabin oubaard a cx hip many by the Program. You roans license the total number of Guest C a vices ombaard each csatise ship tu;anaged ljy t rogratu and.the Lice sed quantity of Crxvest Cabin licenses inay not be shared across multiple cxurse ships. For the putpo es of the Cruise Fleet 'Manage nt. Cruise Crew r Iana.germent raise A=ratexials Management HQ and Sul«-Fitt Programs, You must license the total numb of Guest C`ab .tn onboard all ship%_vessels in,the Fleet that axle managed by the Program. uues t Pasoan: is defined a s the numb of guest rooms mana ged Uy the?rogra:m.. a= For the purposes of tie Oracle spitality SuiteS Interface Progr:ans. a unique Guest Room ease is required for each distinct product w-ith which an.Oracle ' spitality�SuiteS Program i,required to interface. For eF-imple„ customer requiring interface.of an Oracle Ho:spitalin,Su itea ogram nrith three distinct products must have three separate Guest la an licenses. Ho steel Named,'User: is -ef€:ned,as an individual au.tharized by You to access the hosted service,reFiarc of-whether theindi%idual is a.ctr s'�ely ao:c:es Sing t- osted ssen-ice at any given time. - _ _ r, Orr cle Haspita,li Consulting S4m ices: are defined as x-vices for whrch the description may be found in Oracle Hospitality Global,Business 'nit( Micros"')Consulting Service Descriptions section at -...__ _.. ._._ . na :.tt......€m; and um"� as rncaaparated ,b reference. Ho:stpito ' Suite: is defined as an entertainment space that typically includes,but is not iimsted to.a kitchenette,Fes out table arid sea s u=ath;-n an arena.;ta.dnam.concert venue or other venue that is managed by the Pro am. cense_Deftntions.auc'F>uxes_a 5_.tS_US_ENG page;of SERIAL 180233-RFP 11 t�.11 tio-W-"3er�ires,Start-Up Packs and Configuration.Upgrade Service i, defined.a a�t-u e( )for r�hich the descripti in be found in the Advanced Customer Support Seraices section at and which is incciporat v refer\ce.instis defined as a single-database emucrament. Test,,productior-, and development environments are consi re-d three separate LLNIMces that must each be he ensA<1. For the purp elt of the Orac a Banicmg API Infrastructure PS:ogramh In tance is defined as the environments Lpr clion and non- production)used run the Oracle Barlin�API Prd_Ez•au.. Interface is defined s each interface connecting the On_cle Prdeaam ua th a third party product. A us Interface liven e is required for each disc nc�ti-d pant±,.°product,ua i.th which the Ctracie Program is required,to interface. ]fnaentory L.aaatian; is de\oneusand ted physical rnaentdr space used by yenddr-td stkret it ucaentottdwittun am arena,. stadium,concert venue or o managed by the Pro grand. .each dedicated phy.ica1 -anion.=space must be counted as one Izzvar torn Location lK Invoice Line: is define invoice line items processed by the Program ing a 12 month period. -You may not exceed the licensed number nes dining any 12 month period unless You a une additiona=IKInvoice Line licenses from oracle. � n'R]Port; is defined as a single caller.:that cai e processed tin the Interactive V e Response(R7R)s�stem. You must pincha.e licenses for the munLer of I17 Ports that repree t the maximum number of c turem,ca_ers that can be processed by the RT, stem, Oracle a: „ Oracle Jq SE 5ubscripti�an and Oracle Jaa3:a SE Nlluop Subscript' n: are defined as The right to use the specified Oracle Java SE Subscription lPro Baru(s)in a..oraance as nth the a lrcable nvetn arTd to recec6 e Oracle Software GTpdate Licenser Support Cd,m tec.to the specifiecl0 acle,Jai,a SE,Sub cription Prog�a 's';.for term specified on the ordering document. The subscription Term is effective upon the efcective date of the.uloscriptior cx•de g ` unrent,ur-less ctherWve stated in i"cm ordering document. If Yom:order was placed through the Oracle Stare,then the effete e date is the date Your order was accepted by Oracle. Ctracle Softw-are Update LLceme&Suppmtns provided under the Ora.cl -are technical support policies in effect at the time the services are provided. At the end of the specified subscription tsimr, 'e u naa.P e-e Yam su bscription,ifavai]lahle,at the then current fees for the applicable subscription. If You choose not to re ^�r.cur ssusx u cnptidn., Your right to use the specified Oracle Tate SE Sub crtpndn Pro m(i will terminate and fou must de T-tall the spec, d O acle Ja�-a SE Subscription proggram(s). Kitchen Drsp6aa-Client, is defined a.a device t is used to display-and\ rotor the status of Ordered itensi Ifmultiplexmg hardra re an acfha=are(e,.g.a fiF snitcr or a u eb aei7,-e.Tz)rodurt)isu-ed,tLiist b mu,, measure act the multiplexing Rode end. Learning Credits may=be used to acquine ucationproducts and sera-ices Offered iu t7racle 1 r a ersity online catalogue posted at l', 4 ;.uncle the terms specified therein. Learning'credits ay on:v be u.ed td acquire products and service-s at the list price in effzot at fire a You o,del the re.lei-ant product or service.and in, not be used for any product Or ser sic* that is su'h ect to a discount er a;.,/0,.,,ti1cr rotu on ashen You.order the relevant product or sen lice. `h -t gigue uill.be reduced bl•aoplyzug he discount specified to a oa le. Notaithstandur,g anything to the contrary in the pre z :three sentences.leaaving credits rrray o oe u ec to pay to esals and or ex pen related to Tour order:,hcaa er„t die ust pecified aao%, , hot be apphed to such taxes,nra erra expenses. Learning credit acts valid for a period of 12 nod from,the date Tour order is accepted by,01-acle.and l o must acquire products and must use any^acquu�ed ser-vices prior To the,e of such period. $cu teat, only u.e learning credits the country in which You acgntired their,may not use them as a payment n,et d for ddition� learning credits,and may not us different learmag credits accounts to acquire a single Product or rice or to pay- elated taxes materials and.=`or a€pens:. Lea credit are non-v:an,.fexahle and non-.ss, L1e. You may be,required to execute sta tdard Crr:acle ordetiing rnateria`-{s when usipi,learning credits to order products or set vices. /viof Ma'am _kssets; is defined.as one nultion U.S.Dollars of the follotaing total: (1) Book,value of in2 ent in capital ancing leases and other finance?eases,including residuals, wheoher oRned of managed for othens. . :traas on the _ (2)Bool,value of a et on operating ea a,,,nhetlier twined or managed for others.active on the Pro pa ,plus(3) floa,ns.no .,conditional ales contracts an Otiei i�ei*;ai a:�owned or�ra forother- ac iveon,tie o�ai , m d alu.e of non earning assets,oar or managed for others.wLch were pre,6ous,iv leased and active On the P ram, tiomns.av4 F�ire__a 55_ i 6 US_E G Pageof SERIAL 180233-RFP �cludin assets fromterm terminated teaser and repassessed asset-.plus(5) Original cost GF assets underlying leases and 10 , orfTited and actrw•e on the Program-then so!d w€itliin She preacrous 12 mouths. 'il tine d Resourcer is defined as an individual audionzed by You.to use the Programs which axe mnralled om a mgle,se er or tan multiple r,ers,re=axdless of whether the indita.dual as actively using the 1?xngs at any given time.. In ad•da.hun-r'au loye zs,: convacta,s- artnexa and any osier individual or entity managed by die Programs slaaIl be counted for the purposes detennimng the number o Nkdznzge,d Resource licenses required. Member Rti., is defined as each unique customer loyalts Progt:am Member�.ecord mama ged LY the Pro M. 111Gk l-Ieruber Recvrn sha'=means\nhundred,is theusand IAem er Records.Merchaadi,ser is de a unique item or 5=of a ccxusumer good. Module: is defined are e>achN�-Ws+ductiondatabase,iunning the Ptograms- Ialonit+ored U,,:.:en is defused as individual who is monstored by an Analytics Programw,^[ii is mztalled.on a single sin-vet or multiple Servers,regardless ofuhe nth,e di-,idtu?a is actively being ntonrtored,31m gacen ` e. Individual users,-who,are licensed for:an Analvtics Piz gram bN•eitherNa,.ed User Plus or Application User may net be peens by Monitored User. For the purposes of the Usage.-hccelerator nal"y icy Pro ,m,ewer-y user of tin::Licensed C R,1 Sales app :atxan Program roust be:icensed. For the purposes of the Human Resources Compe -atian 4nal.�ics Pra.am,all of Y our ernpl -ees mrut be licensed. For the purpose of the fo''ow Ling Oracle Dose azc:e,Risk, and Cotx9pliaa e appli- tions rppication Access Controls- GmeMOT.. 3 pphcatio;n Access C:ottrois far E-Businres,Sui ,Contagura.tion Controls Gm,, oy.Conf givatior C ontrOL-for E-Business Suite. Frau actmn Controls Governor.Preventive C ontro Cie rernor,and&Gveruan .Risk_and Compliance Controls Suite:,the number of In£onutoaed Ls eia in equal to the rotas nuxnLer ofrrue E-$wuxness Suite sea„(rzdrdadua'`s'heir nranctored the Prexaan(s). as created'defined ri the User_=Ydruinistration functio oaf E--Business 5 te_ Ussrs of iProcurement and'or Setf-Sera-ice Human 1e source=s are excluded. For the purpose of the following PeopleSoft Ezterpiase, t ., Kisk, and Compliance appscat onr. Application Access Controls Gower-nar,Appication Access C'onuflls foa-PeopleSo nterp¢ise.Configsra.tion C>amol>Governor, and Configuration C'antrals far Peoplexoc�rEaterprrse.die „s sec ofl l nrtored L? r xs equal to the Iota'number ofun;que PeopleSoft Enteapcase for azar other custom appLications 1 Programs"usexs(indatiduals at t1a Program monitors. My-SQ,L Cluster Carrier GradeEdition_rrunual Subs iptio+n,117-, Ester•pr•iseEditon Annual bubcription,and,My-SQL Standard Edition Annual'sub scription: are define s the right to use tlr specified Progratn(s)in accordance with the apaplicaaie license metric and to receive Oracle SoFkaa.*.axle Ueda._License a:Support for e specified Prvgaa=(Sll and for MyS,QL C'emmmuty Edrtron for the term specified on due order. MvS Comm utv Edition refer u tr IS€v5 L tliat r licensed uzdex the GPL License_ Software L:pdate License "&Support for 1,AyS Communi#•s,.Edition-does net im Nude updates of any kind. The sukricription term is effective upon the effective date of the su i-iption ordering drocumezt unless, ex aye stved,in Your ordering document. If' Your order ws°a s placed through the Clracle,'tare,then the effective date is the date our order sass, accepted Glr Cxxacle Oracle Software Update License &Support sec cgs are provided under the applicable technic. ,support policies in effect at the time the services are pi-mided. gran must obtai a Subscription License for aL serrvexs wbere 1 I4•S Cluster Carrier Grade Edition Mh SQL Enterprise Edition and:"ter IafySQL S dard E&non are dep1m ed. If You obtain Oracle Sctftw.,e pdate License i S,urppart.eA:,ice= far.-any servers wwi3me Ik ySi L Co, unim,Ednuon is deplo-ved.then You,trust also parcha.se, su`5scnptfen license far all of such sere ens f.rr awrhich You ha.w-e obta a Gracle S,aftw.are Update Lacerse&Support sec r e . I`ou v obi ran 4ra.tle software Update License&.Support ser szce-.fo e Iyas^56 LC atumtunit Edition ub crrptronhcen e at anv lea e 3 e at th,e llAySQ1,Cluster Carner Crrade Ed tiou le yel.at the 1 SQL Enterprise Edition level azd.'rr at the:I.IVS L Standard Ed, ley; "). At the end ofthe specified Tenn,T ou may ieneu ire ubr_tiriptior ifs •zrlaiale,at the then current fees for ffie,ap?Licaa e subscxi 'cn. .lf You choose not to renew, Y our sub cr•aptio, Your tight to use the Progaaun( )n-Lll terminate and:You must de-cr stall ]t a.ppu tioa tools,inn?izaxies provided to You and the applicable nor-Community Edition.License(e.g.,the license for'IySQL Cluster "'tinier Grade Edition, MySQL Enterprise ditior ano-`or MvS L Standard Enftiou). If You do not renew a iubscriptro You will n eceive any updates (incl, patch or subaequert%-exsions)and You may also be subject to reinstatement fees tf You later Shoos o reactac-ate Your subscptaoaa, ' Limed U r•Plus: is defined a,an mdi%-tduil.authorized bw Y'ou to rase die Prt graxus wwrhich are installed an a sir, ser.;er or multiple ean-ers,regardless of whether the mdsw-idual i,actively using the lrrouimL at any given time. n.nou human opera device will b counted as a natured user plus in addition to als indiridua-s authorized to use the Programs.if such dew-ices can ac ss the I�cesise_Dedrations:m, Rule_a-05_:!S_CdS_ENG Page 7 oL J SERIAL 180233-RFP at t multiplexing 8ront end. Autom�.tedba.,tcbiuf-ofd3:tmfromcoLuput)ertocompmtexiipei-Luitted. Y-Duarer'-sponsiblee fore - Z that e named user Plus Per processor nu=ums are maintained for the Prograins contained in the user minimum table the livens rides section;the n3irinnum,tabteprovides for the minimum number ofnamed users phis required and all 2Cnial u.-Ts must be Licens, For the pm-po of the following Programs: g-'Mfby lion Oracle Databa- . System Monitoring Plug-in for Non Oracle T�jlliddl varel, Management Pack for No:-Ora,l liddlewaxe and 'MaragementPac- or WeL-Center Siule.only the users o6the Program that is being,mana.ged�monrtori for the purpose Q of determining the r �er of Named User Plus licenses required. WithresDeetto the follows, EPTOgams: Load Testing,,Load Testing Developer Edition,Load Testing Ac rerator for Web Senvices, Loud TeLzmE Accelerator Or-cie Database.Load Testing Suite for Oracle-Applications and Orac est Starter KIT for Utilities ri-cad Testing),each emula human user and nonhuman operated device shallbe considered as alusexamds hall becounted for the pu.lpo-eofdeter=ininn e number of Named Usex Plus licearses req=ed. For the purposes of the follov-Minig.-P -am--: Data.Masking and Subsetting Pack,only the users the dztaLize:se n,-ers where mzsked . I data or data subsets originate must be unted for the purpose of determining the,number o- ceases Yequir-ed. For the purposes of the fd1lowing-Pi oggra- ALpp:ication Management Suite for Oracle, -Bu-inesi Suite.AppILc,,.tionMam,,tzement Suite for Peop!,'eSoft,,Appli,-anon Pklanagerue Suite for SLebe'c-Application Manag nt Suite for ID EdivarL EnteLprrseOne.Real' User Expe-Tience 'insight 3ma:.ipplicatior Repla., Pack,all,users ofthe respecul� aged application Program must be counted for ffie piuWse ofdetermii 9 the number oflicerise equired. For the plu-poses Of the FOL'o"s-Lng Program: Oracle 76anGate and Oracle IdearGate for GracleApplicatious,Gni-v(a)the users of the Oracle databwe,firom,widch You capture data.an )zhe users of -Oracle data base where You will appIy the data Must be counted for the purpose GfdetermixOng the number of rice -es required. For the purposes,of the folIzning Program: Oracle Golden . e f) Big Data.truly the users of the source OT.,.,c"e or nor Oracle ditabaae(s) or MoSQLzeposrtories from which You Capture dat test be counted for the,purpose of dete.-mming the number of licenses requiz ed. For any messaging system- Emar which vo ca -e data.. L-cer-y queuetopic is counted as 3,user. For multiple source databases,-P,'oSQL reositories,ovine agrn systems 3.111 u, for all sources must be c ourned. For the pur-?a'les of the fo'-'a-wing P-top-aniz. Oracle 'eaGate fGi Ma flame and Oracle,CroIdeuGate for Teinadata.Replicatior., Services,only(a)the users of the,database fromwiric, U"apturedata any Cp=the users crE the database wbere YOU.,mill 3.PPI�w=the data must be counted for The purpose,0 f de tarxzrmn e nuniber of licanses r urved. For Che purposes of the follo=Lng PYGI"-M: x-le GolclenGate for Non OT3,cl atabase oLly(3)the users of the Non Oracle and I "Idier-e You v�LH a must be courted database fiom w1rich You capture data ad -users of the Non 01-Wle database TPly the data far the puxpose of deterunning the runiber licenses required. For the piu-poses of the f- E Pro arms,: Data Integrator Enterprise Edition and D legrator Enterprise F/lition for Oracle 1-07 am'o i g or accessing the data transformation processes\mt be counted for detelMUMME the only the users t rusher oflicenses required. For thepurposes oft7ae folio =Programs: Oracle Nfolaile Suite Client R=-=2e and�-Iobil .4 lit ltl on,r ramew Grk,only the end users of each-4ipp,him onD -eloped muss be counted for the piuWses ofdetennining the number of'11icqnses required,regax�ens of the choice of the mobi-,e. plic ation development tool or the frametimrk used to build ffie-A-pp.,,ication eloped. For the e f31loix-ing Program: Audit Vault and Database Firvw3ll,on users of the source iihich are protected, mom mu: be comted for the pixpose of determining the number of licenses required. For dlevuxoos a of the follonine,Program: Java SE Desktop Subscription.&E tel-ln"Sal-Ver"defers to 3,de-l-top cc uter. Network evice: is defined as the hardware andcr soffivare whore primary purpose is to route and contr&commuzu,can :between comput ,or computer networks. Examples of nenrork de-Hcss include but are not limited to,router-,fu,-,-,w,,Ls and us . load ba'mn rs. Page 3 of SERIAL 180233-RFP err E>r,pi}yee I;er,-Estern:alr r defined as in individual,trlro is not Your employee,contractor or outsou/d. Multrple , ,u l sch are iatz ted ua a angle eaA,er cr nsulttple ei,rers ag,rdle:= fa�hether ax nactr tv using the Programs,at any given time. Oracle 1 aua.ncsng€'antr�.M c a.contract between You and Oracle( r ore of Oracles affiliate;)that providentovertime ozf so� or all of the sums,due under Four order. Order Line: i_, find as the total number cf order ent y line items-processed by'the Program during a 1'mafrntcpleorder gran line it ;dual be entered as part of an indi v idsral custorsier oa der cruorte and ma a;'o ae aanoma tagenerae 1 the oracle COME, , or. You may not exceed the scenned number of t lider Lanes during any 12 month per°i unless You acquire additional Clyder Lin 'cen ses fears Oracle. LGGtk lair gel Viei s: is de d x-,1.f�G}G Page 4 iets a per 1�lonth..where one Page y°'mv means one vi sit" a uniq:ie inteimet user to a particular page on a wab=sit P-arurer Organizmtion: is de d as an external third parry business entity that prctr de- 6 ue-added Services cn developing.,, rnarletma and selling r`our produ�d Depending upon the tyre of indus-try- pal er orgi .tiGtrn play different roles and are rece-grazed by different nadue..:sw h a's 1 di_�butar,agent.dealer or *raker. a Person: is defined aa-I osn edualo�ee or sk c�,atxactur tatho is actiVela=W orkmE on behal �T dui orEan�atron or a former esaaplavee to-ho has one or more benefit plains manage bar the :�c>�tena or canumues to be pa thrtrugh the System. For Pro-ect Re.arurce tlanagement,a.pervon es defined as an inditzd 7 trho is scheduled ou a project. T e gtal ntursber of licenses needed..us to 13,e used on the peak number of part-trine and full-time \�Gwxhich se,records are recarde m the system. Play sic wl Server: is defined as ea hphvsical sec, the Pa cgs'a re Wit.-'led. PEN E rutr y Device(PT—D): rµ defined as an electrDnic hay11 are detdtie t u used in a c eba.credit or=ast card based transaction to accept and enM-pt the cardholder,personal tdeati v.anon umber ` Lv,'. Ported"s:uumber: is defined as the telephone number tlsat end retain as they change from one senice provider to.another. This telephone number-origina'.1y resides,on a telephone switch and dried into the responsibility of another telephone snritch. a s'k, PFS C Eeestt: r,defied s deice th t i u ed to uecov'ands pus of a -alc nanAa tiara or xelated emd per fianetionalety uch a„ norkstancn rpoitta .,ca h management, engagement able n anage nen or manager operations. If anulnplexing hardtt.are or sofin e(e.g.,a TP monitor or a web der,er product) used,this trumber m tie measured at the multiplexing front end. For the purposes of the Oracle Ho•,spita ty C nest ce.s PIGS and Detice Client ogram,a.PIGS Client u a guest a—c�e:s control method that include.,but is not linuted to, es„gates and stt•ing door:that aare' maged by the Program. For each guest access cc,=Gl method,bath entrance and e: pocnti must be counted For the purpa:es" t deterunuing the number of license required. For example.each turnsule mus e counted as taco P S,C"lienn(Gne for enti\and ftrr eat).Prece.sor: shaL'be defined.ass all p essor,where:the Oracle Pro=-amps are installening. Programs li ensed tan a procesioibaus mav'be accessed.bv ourimema..l users{includinaagen-,andcontrattoTsi tivrdpastyusarM. The n'umber ofregsured licenses-hillbe deer nedbs multipl-,ing the totalnumberofcores ofihe pspecified on the&)-acle Process C'or�e Factor Ta'-die wl uch can be acces:sed at hit:^t'aracact. AsJ cones on all muticore chips for each licensed Pro •an.are to be aga-egated before rsatsltipl3iu.g by the appr•opidate core pa so hoensmg factor and ast fiactiiorrs of a number arm bs rounded u to the next whole n mbex When licensing Cir�acle Programs with Standard Edition I. ;Standard Edition One o Staandaid Edition in the product name (with the exception of WebCenter Ent�iri e, Capture Standaatxi Edition- `ava SE;Sub- nlyton. Java SE Support.Jas•a SE Advanced,and 1r.-a SE Suite),a processor rs co ted equivalent to an occupied s =ket-ho vex,in the case ofmulti-chip modulesz each,chip m the multi-chap module n csxuated a: -e occupied socket. a For example,a tacare chip based server lath an Oracle Processor Core Factor ofO._5 imtat�ed an&09 runningtue TPageP than Standam dition One Programs or Standard^'Edition Programs: on 6 core:would requure 2 processor hc�en s(6a bore ruo= 720L?ieez rug factor of.2 equals 1,fG,which is;hen rounded up to the next tahaa.e number.which i,exampl multicore ser cer for'a.nxdtware pl•atformnot specified in the Crrac e Proces.ar Core Factor Table installed aense_Defrations and Fole_t13v3liS_tfS_ENG SERIAL 180233-RFP Program on 10 cores would require 10 processor heenses(10 rrng,2uphed by a core processoracerrigng,factor of 1.0 for'All od J, m cdie chips'equal. 10). For the OSeS Of the&_207,71,31E Program.: Oracle Healthcal-e Dan,Reposatcr-_v,only the processors on which Lgstermet A p icition Server En uprise Edition and HeaSthhcaire Transaction Base Pro Er3ms, are=talled and'or running must be counted for t purpose of detenmi the number of licenses required. Forte- i f The fallciving Programs: iS upport.iStore and C onfiyru-iior,(rn:v the pxoces or-on which lot t Ap plication. Sery r: (i 'non 3nd,ogrErytegprise Eiaton)and the licensed Program(e.g.,LSupport,tSforeaard=OyCo:yfi ator)are imaning, must I counted for, e purpose of deter mim g the number of LLcerses required for the lic ense-d.PrGEram.:un -these licenses You ME3,also install 3na-`0 the licensed Program on the processors where 3 !Lcemmed Oracle Databaf-,e,,( a 'ard Edition a -or Enterprise Edition.)Ls i , -Eed ancLor running. For the pua-posesafthefiall. Pr0fr3l= COYLf3.EIU',I.tiOnla1.3nafe.mentp,-C.l"for--'Lpphcatiom.Susie Monitoring Plug-m for on Oracle Dat;tbwes,,System Mo tyning Plug-in for Non Oracle hL&Lewaze.,Management Pack Non-Oracle Middlewa:re and Maze-nament Pack,for W1 ebCente Suite, only the processors on which the Prograin that is be _ rugurage'-I'monitoyed are rtummg must be counted for the p-ruipoie of ermining,the nuicabex of licery:es required. For the purpos-es of the fchG'k&,Lnyg Pro gra : Data Ma,aking and Sub setting Park,only t processors ruigiunE the datab3:,e segVeTs where gayaske6,data or data subsem onzugza T be,counted,fog the purpose of Bete i g the number of Lic'enses.required. For the purposes of the following PrGgrzyur:: 1, lication flan.gement Sigite for Or IeE-Busiryess Suite.Applicanon�Manageyrremt Site for PeGpleSoi1._ApphC3.tiGn MaillEement ;to for Siebel, .4cpPlicano'n N -agemersit ;Suite for JD Edivaj.ds EnterpriseOue. llpphcatmu Management Pacl,for I fihties and A catmry Management Pack Y Tzn.uaTion and Policy?Aanagemeut.311 processors on which the middlewaxe andlor databx e iGfiwaie support the iespec a tguaraged ap -., nmr ng-i must be plication Prop in are counted for the puipoe GFdeteygryi=g the numbegrofli - s required. Foy the puzpo-,e:,of the.following Pro.-zr=-: Application LAypac and Real User E:q?enence Insight-all processors on which the unddletvare:,offivare that SUPPOIAS the respesti-,-e ygyamage P .zynorg,Prograluz,.re immunig must be counted for:he purpose of deterouni g the number of hc,-nfA_-,required. For the pumps,7,es of the FOHMAImE PU(19XOIMIS: 11:101MIRtiC3 PG emC e I and PowerConnect Adaptem,and Appircation—',:L,.ptex For Warehouse Builder for Peop`seSoft,Oracle E-Busuress S 'i ,Siebel-azNq AP.oul'v the processor(s)an whicli the target database is rimming must be counted for the purpose of detexina-mg t e nu H6 �es required... Foy she purposes of the fGEG1AmE Programs: Data tepator Enterprise non,Data Irtezrator Enterprise Edition For Orac]e pplicatcons,DataIntegrator ami-Applica -tionAd for Datz Irteggrallor .Nd I lication Adapters for Dan.lutep Ition.,only the processor(s)where the data,t-ansfoxmition pro- -s_ei aye executed m=be corm for the purpose of deter naming the number of licenses repaired. For the purpose-,of the following;Pio-,7 : In-3 more Database Cache,only the pros -or-,on which the Time.,Ten In-Memory Database component of the In-Mlemoi I 3ta113.7,e Cache PraErain ii ins-taLRed ana"GY 3 - E must be counted for the purpose of determining the number of licew—es,r aired. For the purposes of the,foll, .' E PrGzr-m: Oracle (yoldergGate and Oracle GroldnGae for -acle Applicaucigs, only (a) the processors ru ring g zhe Oracle tabare from which You capture data.and(b) pyo-eisors - e Oracle databwe where You will appi'y the data must be - unted for the purpose of detemiming:the ruaiiber of hcetrses required. For the purpose.of the IkFwazg Pyagrgr=.: Oracle GoldenGate for 14ainframe and Oracle GGIdenG itle 'r Teradan-Replication, Seri-ice.- Girly,(a,,the-rocessor�runt ying the database from which Irou capture data.and(b) Lhe processor. running the datalya.se Where y,the data must be counted for the purpGse of determining the nunYber of Licenser req=ze \ For the ouroos, ..of the following Program: Oracle GoldenGate for Non Oracle Database,only(a)the,processor- rz the non Oracle datal, le From which You capture dzt--and(b)the pioce--ors tm=, bgg the nor-Oracle database Where You mall.e 1v the d a ra must be co ted,for the purpc,.-,e of determining the tiunsglr�Lr of licenses repaired - eas e_Deftmti,,n&and RW'es_l�35 3 6-US_EN G page 10 of SERIAL 180233-RFP �Fsor the purposes of the following Programs: 7racle C;oldenGate A.pplicatian adapters, only the processors running the sour Ct cle or nanC7racle database()fiGm which You capture data nzustbe co:zn,ed for the purgo:e of determining the numberof'lice Jes req ed. For multiple source databases,all proceµsors for all µounces mu:;t be counted. For the: pose of the folto%ming progxams: Oracle GoldenGate for Big Data,only the procs-,sacs,running the Source Or ;e or non CDracle dz ase(s)or'-tibSQL repositories fiomwhich you,captain data must be counted for the purpose ofdeternsinin, the number of licenses se arrr e(i. Fos any meµ aging syµtems from which you capture data..a erg 1-5 queues'tcpics-axe counted s a Processor. In the in-,tnce f multiple source databases. oSQL repositories, or messaging Systems,all processors for aLr .oii-mes muµi be counted. For the purposen of t fohoa3ing Program: Audit Vault and Database Fn'ed3;I.only the processors 0 the sources wluch are protected,rnor Cored or. dited must be,counted for the purpose ore deter+n,nmg the number of licenses r uiaed. For the purposes of the fGllmatg Frogaanr: Curt:e�TG%V-eb Commerce Search.c.�ii-'v the prole sons n which querie.are nr ocessed must be counted. You,do not n d to count pr ocesµor7 on which the Praeram is rlrumng for rndex g content in configured content source,a,.lung as the fbregprsg Z� oniti use of the rnrogram on all.the ptocesots installed rn gig:en server... Frojt rs defined as a scheduled µfa\� process plan in operationProperty:! defined as a ocatmn male physical address. 0,0,000 Queries Per Day: is defined a's;fir undred thousand querries raGm eht to the next midnight(e..g.,a day) to the production MDEX engine.including but not i n d to: text searches. change- o Facet(refinement); and page up`dGv,,n through results (any text box query, change in faces se°ec.l.an- changs In— resiu,'ts ie i Quenes that can be rsaianably shown to be genera%d Ttua,malicious intent,such as Denial of Sec °e attacks.are not co fed ag..rnst the number of licensed queries. You may aLouse the programs for non-production use.,includrn utnot hi itedto et-elopment,quality assurance,and performance testing. 1-11:in lR.ea-enue: is defined as one miLion U.S.,LSoL•,arn it.a. rncom ,terest income and non interest income)before ada u:tments for ercpenses and tares generated by You during a fiscal year. S,NI R,-i enue U uder^lkf:an.ge ent: n.defined as one millia T.S. siLasµ in asfl iu come fintere t tinconae and non ieteresz iscome,i before adzu:tments for expe=-es and taxes generated by Y durin.g fi al year far the product lines for which the Programs are used. Record: The Customer Hub B'_B is a trundle that ludes two componen Siebel L yin-rsal Customer Master B_B and Oracle Customer Data Hub. For the purposes of the C'. ,E mer Hub B'_B applican record,is defined a, the tota; number out'Unique customer da abase records stored in the Cirsto r Hiro B'd:B application(L.e., s red in a,component of Customer Hub B='B). customer database record is a unique bus hes entity^or compan-L, record. which i stored as as account for the Siebel Universal Ctrs-tcrnex afar*es B B paodsct or ae an osga zation for the Oracle Cu tomer Data H product. The Customer Hub B=C is a bundle t includes two components,Siebel,Universal Cur rner Master B'-C.and dlacle Customer Data,Hub. For the purposes of the C -Omer Hub BIC applica.tion.,record is defined aµ the#o l number of unique cur,to•mer datataa-A Tecards,stared in flue C`.ustbnrer Hi B 1C application c(i.e.- storrezl In a,component at C ustn Hno B'�C)_ customer database record is a unique consumer(i.e,physical person)record,which is stored as a contact for ebel L,=nner...l Cun,'tomei7 Master product or ass a person For the a cle Customer Data,Hub product The Product Hub is a,b e that includes tn:o components, Siebel Universal Product Master and i-a.cle Product hsf irnation Management Data Hub, or the purposes of the Product Hub application,record is deaned as the total her of unique product da taba se rezords stor in the Product Hub application(i.e.,stored in a component of Product Hub)- A pro ct da.taba.e record i,s a unique product co. anent ar SICL'Stored m the NEE-SYSTEM ITEMS table tacith an active or inactive static,-cud does not Include anl.*iu tance€te i.e.*-star items)or orga=ation assignments of the same item. For the pirpo s of the:C ,se Hub Progrz m a record is defined a s the total nuniber of unique case database records st in the Case Huh,Prod: A case data b aµe record is a unique,request or issue requiring investigation or sei„ice stored in S_C ASE ble ivith an active ar .ctira status. cease_Defrnitions and R.ues_%-05_"26-US_ElwG Page 11ot SERIAL 180233-RFP r the piu-SFIEnes of the Site HubProgralu a record is defined as, the total numLey of unique site database records d in stored 7,e],IL-of the Site Hub Pio�rrain A site database record is a unique ute(e.g.,an asset,a building.par, irl ucH s a.store or a,franchise mitlim,a store.an ATM,etc..,'.)stored in the Site Hub Program. For the grams Irs-ted abays,please See dISappliCatiOn licensing prerequisites as specified in the Applications Licen, g Table WELch may essedall!.-'.-L', I�c om forgi the ant and,iesnictiGns of the unilerlying Oracle teclinclo For they—p\--a-C osesiqf the Oracle Data Relanousliip IvIana- gemairrPropam,arecordir definedas the umqueoccunen- ofauybuzmesz, object or master cWal coultruct that You.choose to manap within the Progaua. Records,may describe ,any ber of'erstetprise x -information.asset,-.c oily referred to as base members.inc;uding but not limited to cost centers,Vedgey a curets.legaSentities, bier*a. nor product. be F sum man,object. Cen I 's conarrorly refen-ed to as roliup member,tliaT efther summarmes base members Gy describe,-,haerarc information pith unilen,,iag base.mem r-s. Fee.GrL reprasent unique occauaenzes and they do,not include any 43, rates or shared.references that Ha For the pir-aaser of the Supplier tifecvcle Nfariagement a efinedi,.,i unique buzine,.sentit%- or Company record Stored as Supp , r in the AP-SUPPL=S table of the Supplier Lifec le Management and Supplier Hub Progi-ams, For the pla-poses ofthe Life Sciences CulterHub PJ:ogr-am,a record is deed an the Les Gfurique customer database records stored in such Program, A customer ianbar�J ecord,is 3,unique physician phys'-al person)Lecord whorls is store-d as a contact for the Oracle Life Sciences,Customer H-a),bP�_0-3m., 10,00 Records: isdefim-eda-, `re..,parses)that are C'UtPU , m aproductwndata,flowofffie Data.Quality for Dat.a.Intep-itor Program. Registered User: is ilefure-il as,an individual aut1rorized by --ou to use til rograms w -la are msta'Eed on a single server Gy EW-Atiple sea-viers,regar-Less of whetliex the individual 12 Xmi-rely Us' the Pr at any given time, Registered User:,shall be business partners am-&02 curtGmexs and shall not Lei,oiff enrp'Gyees. Req Liests Per Day is defirse=d as t-rwo hundred fifty t u, d request.-fiGm.nridaigha to±-e next midnight(e.g_a day)in the production sy'Aems. Requesn. that can be reasonably s wn tea e,generated via maliciGirs intent, such is Denial.of Service attacks,are not counted a.E-arsstthe number oFlicensed re eats. NYou y alro use the Progi-am,for non-production uses,including but not linuted to development qualit,assurance.and fbr=mannce testis- For the purposes,of the fol]uwmg Program:: ATG eta Commerce-requests the full ATG pipeline at the ATG DYnamoHanEer in the Servlet Pipeline made by web browsers Gr a web se rri oe c a.L f, sy7 te=,.including,1,13t not limited to:J S? page requests:-Ajax ieZuesrs;REST service le ests:SOAP sen,-3..ceieque.st'i-,we er,-iceca.L�sbva3.tii-emc;bile applications,neh front end applications ar other in*aerated ex gal systems nz e:t be ci=rated fiar the se af6eterminingg the number aFlicsn-as required. For the purpases of the folkwing Pro m:WebCentex Sites for Oracle ATG Web Counuez .,requests to the prod'u-tics'WeKenter Sites or production WebC'enter Site. atel-lite Sec per Progr3urs-for-'oage or page fragments,JS are requests.,REST sen-ic e request, SO-AP service requests or web,i , ce call-by br-owsers or ercternal application must be,count for th e piu-po se,o f detiarni rag the number of-licenses required. For the purposes of the fo m.opine Program: Endeca.Eripeiiance Manager.request,.,at the producti -ssenrTler and Presentation AP 1,1 n,, dia In n g,but not fed to:a r y page request For Eripeiienc e Manager I an%,single i ub mi TTe d qu e 17y1 3:the Search.Engine(te xt box queries,�e]ection r chanpFs in facet selectioa)�page requests by an apphealion(e.g. ATG Web C-G erce,t; direct request.-, from web,browsers-, -ela ser,-ice calls by native mobile applications,tick front end applications or other ante -ted exteimal-vntems, must be counted f the purpose a F detern=iig the number of licenses require-d. RetaflRegis r: is defined as any de%ice designed to record any part of a,sales transaction. For pure es.of the Oracle Retail Xstme Office,Prate ram.. the license-d quantity piucIraseii Must 313 n=- mum be equal t or seater than t numb,ex of Retail Registers GntrhiclLthe Oracle RetailXitore Print afSer-k-ic:ePrGp:amL-installed and-or caase_Deffuidon&,rnd',Rx6ei-v0r33K 128-US-ENG Page 12 or SERIAL 180233-RFP tad vad Store:is defined as anv location whexe mc,or more people are employed to generate revenue by selling goods and servi- S "S - - to stomeys. Retail Virele ss Revic er is defined as a.detached device that accesses the PTop-ain Examples of nrueless device,in cElu but are not han" to,S--canners,RFJevioec,PDAs. Revenue u is defined-is a logical reporting as conFig-med nrithm a Location. For euample,a.restam.-ant that eps it,repGrts and cGrifigurata separate from its bar and As 1`OGm Service Would require 3 Reverue Center licenses i�one For the stam-ant. One for the I u and one fc,,�TG M senncs), Rost-ttnNet Partner llerfqc,-lrroctsse,,��, jjrlPs,�F-): are defined as buriness processes between trading rimers. Precanfigined IL -y: L s stem-m-system 3&M- red,Q.M-,GEf, for the iele:vant E-Susmess� `Suite Applicaticir(s) are provided, ach prec.Girfigured Pip rs includes 3,binmess do-rum t with the-cocabularT and a business process stash the choreography afth .sage dialog. S Rule Sev., is defined as a data iWes fi:e coirtamiz:,g,content for a given country in order to perfo , 3n quality functions optunize=d for zh.,.t cGurtn,. Server: is defined as The cGinputero, hick the Programs are installed, -A Sei-Tver license Lows You to arse the."icensed.Progl-aln on a single specified computer. Serve For theprupoies of Acme Packet P-rogramS,, r in a vittual en-rimument Ls de � as a virtual machine Linage. Sera- Order Line: is deEmed as the total %num of service Order entry v Line,i ms processed by the Program CiMmig a 17-month period. M,-Ltip:e service ordexern-Y line itenns e mw enteredas part cfan' ividual custom er7erizewider or quote. Youma:�, nit e%ceed the,lien d number of Senk-,ice 0�i-der t- during any 12,mo period un-less You acquire additional O Service lter se ,'d 13 Line license.firm Oracle. 1,000 Sites; iL defined a,one thousand unique sites 3dded�l-?V,1iilti-'to Quores created dining 3, 12 month period. Sites added to Muhi-Site Quote.,are listed as retards in the Site Chayacten'sifik YT' aa,and the BElling Croup View of a Mu -Si lb Site 13, be quote. A record is uniquely defined by it Senice,Account and Serrive t fields. A single Site(as defined by its Seiiice Account and Service Point fields,Site)that u added to mi tiple Muln-S tg*s eated during a 12-month period shaL be only counted once. Socket: is defined is a slot that house-a clue,(or a.imul module) at contains a collection of one or more cares. Regar(Les, of the ntinaber of cores.each chip(or multi-cl-,Lp,Module) L count as 3,,.,' Eil`e rocket. Afl.GCCUPLed Sockets on wi=chh the Program. is inst.,Eed ani,'03:nmrinE must be licensed. Oracle-S-olaris Premier Subscription for Non- racle Hardware per socket. iS defined as the right to use tlie Oracle Solar is Program n (RS defized belmv) on.ha.6ware not nufactIlFed.by Or FG3: SIM.,Oi-3 and,to receive Oracle Premier Support for Operating Systems ren-ices Climited m the acle Sollaris Pao am:). for the term ecLfied in the ordering do-mment. "Oracle operating system and the separately lice P third p-irt-3,technology(Pr defined below). The Oracle SGIziris Programs may con,in third party technology- Orac!*Z,y'T cart in raliceL to You in Program c'Dommentatior- -'readme` fil'S"the "'u" in"'ticir at te hiro-Zogy. Third party technology a. ii�llbe licensed to You either r under t am cumentation, ieadme"fifes.or the rust, -ion.details,finder 'i and not under the terms.aft' agreement,C Separately licensed nst, �L uae nre terms('separate tei: third panty technolop,"). 1four r, ,s to use such Sep 313tely,IiCensed third party techn Glopr under t Separate terms,are not restricted ir any wa-,1,by tlie apeement. e Oracle Solans Prograin,ma,,-include or be distributed with vertain az ately,licensed comporients that are part GF.Java,SE(.11. .SE"'). Java SE and all components associated with it are license-d to You der the terms ofthe Oracle Binary Code License-Algranent for the Java SE Platform Products,and not under the 3 Eyeement. A copy Vthe OyacA- Binz.ry Code Lcenne-1 greement for Jan-a,SE Platform.Products can be 1bund,at -0 TIsin subscription u :Ic3ilahals only,for a Server that is seitiaed by Oracle and listed on the Hardware Ca pati�itk List(HCL)at 3 a v"e��,, "de., lac` You must obtain a,subscription:Lcense for each s -et in the Server. -----------------------------------------------------------------------The subscripts terns is effective upon the e�Ffecti%,-e date afthe subscription ordering document.unless othenirrse tated in Your ordering doc sent. If Your order was pVaced through the Oracle Store,then the effective date is the date,Your order s accepted vv Oracle. ,cle,Premier Support for Operating System ser%=ices are provided under the applicable technical support Gliciesin effect at e time The services are provided. At the e---,d of the Specified Term You usay renew Your subscription,ifaviila at the then c enT fees for tLiss sirbscyiption- ezise_Deftutions and F-wes-i-05 3-26-US-ENG Page 1.3 of 2, SERIAL 180233-RFP Tour order peRxfies `I-4 socket server"then You inay only use the subscription on a sen-er uith not more than 4 soclets. It Yo order spe�ifie ". whet server'then You may use the ubscripi non f r for es-very with any number o ockets- Store:e 3ca .defined a.a g aucz.i stare loco-tiara hick sell good or sea dice:,that uvttli a one.Pointlot- clef t 1'a).ystern. If. =ica i storoon iaS Qtiple POS systems,rhea each POS system must be counted as a Store. Strew m, is die ed as a concurrent backup or restore;ob to a tape,disk or cloud target. For tape target i which wo = be a physical tape d.an�e(e.g 102, O D or LTCt6)or a virtual tape di=e),each confieured tape drive within the CruacSe:Se-rur ackup domain must be counted ft determining 115?the n-uutrea of roan eµ restored For ea k targets,each cane crr nt job define per Oracle Secure Backup dusk pool m ,t be counted for de,termi,ung the number of licenses reguu:red. For C loud based targe utilizing the Oracle Secure 1 acliup t'Ioud."odule,each paraLel Reem-ery Manager a rvi_"LSi channel must be counted for de e the mun ber cif licenses iegime,=d. Suhscrrher: in defned a (a) warkmg telephone number for all v,=eline de,=ices:tb)a,portable ha , net or paw ng de-ice that has been activated by You for va-asel s courmuvucations and paging i;c r a re.rdentia'drop or a nomresi it.'al deuce ienicea by a cable provider:or(d)a live connected a h,meter-. The total number of Subscribers is equal to the a ega.te of all types of Subscribers. If Your business is not defined in th!�?rrmayv definition of Subscriber above,Subscriber is nerd as each U.S. S1400 increment of You gross anmiia revenue as report4 to the SEC in Your annual report or the egvuvale accounting or repotting document Suite,, is defined as all the functional saftvObqe corvpo rents described in the:product d .unrentation. Sun R:a7 Device: is defined a s the Sun Ray colikuter on winch the Program is, rag,. \N,, Systeua is defined as a .angle configuration.en-vino emt Test.production nd development configurations are cou..stdered three separate y-lems that must each be acens;ed. Tape drive; is defined as me-chanical devices used to sequ tially writ read and re:tore data from magnetic tape media. Ty yica Lv used_but not amazed to data protection and archival pulp o . tap Ir cur ve:are deployed either as a standalone mMV ) or housed aa,uhin a robotic tape librziry. Examples of tape drive rvc°tide b e not linai.ted to.Linear Tape Open(LTO).Digital Linear Tape ¢TILT# Advanced Intelligent Type,(AM,Quarter-Inch C atttid, �G�IC) Digital Audio Tape(D T) and Smrn Helical Scan. For cloud ra.ed backups.Orac'e counts each,para'_lel stream or R ov er^ Manager rjRMA channel as equivalent to a tape drive.. Tnpe Library Slott is defined as a phruca2 slot locatio ithiry a tape 1 rary where each slot accepts a:single tape cartridge. Techruival Support a For pvuposes of the ordeiing�document..technical paat conss3ts of annual t; m ca'_support sericez You may ha-ce,ordered for e Programs. IT ordei-ed.,annual'nec,im al suppo m luding arst yeear ano l sub uent v,ears)is pronded under Ctracie's technical support policies in effect at the tinse the sarea s are prodded. The technical supp olicie.,incorporated in this agreement,are sus,,ect to change at Oracle's discrenom;ho ver.O at le pohn,change mil not re�.Lt a material reduction in the led e1 of set z et provided for supported Program during a period for uiich fees for technical suppo�ave been paid. You should review tLe policies prior to entering into the order ;document for the applicable services., You may \s, th rrent version at the techms:31 support policies at..._E.,i. Technical support is effective up a the effective date of the ordering doorrent unless othetm Yottr order, If Yo ordervv=as placed through the CracV ,'tore„the effective date is the date Your order was accepted SoftsMare%jpdate License Support(or any successor technical,support offering to Sotlu=are Lrpdare Li mse&Support SLTLS") acquired with Yam ord may be reneu=ed annually and.ufYoa renew SULS for the same inuuber of'icens\3,ea same Pro aura, for the first and Seca renewal vears the fee for SULS,uill not increase b-v more thin 4:�o ov-er the p uior s. If Your order is ft fi=led by a me ber of OTa,cle's partner Praerum,the fee for SLL,S for the fa:st renevvFa??rear will be tuoted to You by Your partner,:t ee for;SULS,for the sec-:and renewal year will not increase by more than 4°o over the prfees... 'S If You dec.i., to pu chase technical support for any license widen a license set,You ale recimled to purchase techr-ti i support at the saine del for licenses uithun that license set. 17ou may Jesupport a,subset of licenses in a license set onh,if� u agree to tersnna tha t subset of'licen es. The to hevcai srivport feed for the rernaming licenses u-ill.be;prized in accordance with the - cal au ' policies it effect act the time of termination. O acle's `iceme set defm rion is available in the current technical ' port rcense_lrefaitions and F>iues_v 5_.tS_US_EN& page 14 of SERIAL 180233-RFP Vlicies, If You decide not to purchasia technical support,You mil,not update anv unsuppmtsd Pyap--m licenses vv�.th neTv verto 0f e Program. Ttlep, sue Number: is defined as each unique telephone number for which the bL"'mg information is Managed or di7p"'a- usingthe P-re na.regardless of the number of individual arcouut holders associated writh such te4ephoue numben. efined,as a te Terabyte: i7_\rabyte af computer stowage space used by a storage ffiex equal to one trillion b--y tes- d-h SB in,Total A—z is defined as one billion U.S.doL��ars GfYour latest published or internallh, "T I —'ssa-t Value" as _o _ repast disclosed in Your u3l repeat an&'or re-,guIatory filMES. ne Trainee: is d2fin�d as a emplo-vea,contractor-student or other perIG33,who is being recorded bV the for txx Trnnsqcd,on,: is defined as N,,h set of interactions that Ls irz trife-d bV an-,tpPhC 311Gn User seconded b, racle Enterprise Managey to capture Tv3ilabilin,and perf&rr' 2"metzics used in c alculating ienice Ievamls. For example,,the,f, oil.rurg t of inteyacti Gnw- ould represent one,tram; 'M,,, r-h customer,log out. Tr gun wiic Lion.Seri ices C Ls de'" a as a,device that ii used to reancen-e data from a ext -I source to record a sales tran:,'acrion (e.g.,adevice in a caffee shop that if,nu t-v'cristamers.to enter their sandiaich orders). 7jitLpleming hardm-,axe or sots uaye(e.g, i, a TP morutor or 3,iveb sexy-ex product,,is 1 1, t ris number must be Measured a.t the ux plexrriff'&Gnt,end. For the purposes of the Oracle Hospitality Sun try Transaction Seia-ica:s Program. e'6ces that axe used to send property or revenue center catxfigsixatianto an exteimal,'source Coe ountedasTr-.in-.a.ctiGnSei-t-ice hents. warts to display menu item inkimar. name,et-.)or a menu'D rd be=d the counter and the menu,board.zvstean requests that a device pro%acies a list GF the menu ite . and prices that:axe a i1able,fear pin chase,than that den.-ice must be licensea as Transaction S.-rvtces C rent. UPK D veloper: is defined as an,indi-6du3l aulhomedbtv ' uto m Programs which,are=talled ona single,sey-tier or multiple server:;,rep ardlessofm-hether the Ludrvidual is acti,;,-ely using t Mas at any given trine.. Lme- T-TPK Devetopax s.may create,modit%, vtew and interact.with immlatiGn,and.dccumentatL I on. UPK Module: is defined as the fimetiorial so are compG nt de.c ed in the,product demcumentation. Videa Wrapper: LS defined ES a,standardized contai that act-a:-a system for iidec,assets installed per site,. ax-inaples of Quickmne and L.' Wireless hand et, is defined as a mobile co canons device such as a TNe telephone,PDA,or paging,device.,that La-as Prim'317 fiction 11'rueless vDice 20mmunucati -,and data-yet,ices thtcu ice prcr-ii4ipar. Workstation: is defined as the c�iezit c, sitarfTOM WhICH t1--Programs -%g g essed.regardless,ofvvhere the Program is installed. Term Desienation 1,:,3. 4,5 Year Terms: A P grainlicense speCifyi:Mf 3. 1. 1. 1,4 or j Year Term shall comnAnce on the effective date Gfthe e �e shall termi order and sha-VI continue for -specified,penod. At the end of the specified period the Program lice nate. cease_Deffaitions oid FxCer-i-05 3.-26-US-ENG Page 15 of 2, SERIAL 180233-RFP )Uceusing Mule:forOracleTe"chnolo--s-Prograins and GracleBu>iness Intelligence Applications Fs`oa er Subj ect to the conditionsthat follow beloia Your license for the Programs listed on the L`�Oracle Technology Pai List, uric ma?l be acces>ed at._ n,,._'_ ._..?.. r�, include,the right to imn the eased Pry a (s)on an un cenred are computer in failovea en g?- spare g .. a a uonnient for up to a total of ten.separate days in any gi, ca,sendar year(for J am le i'a farloiea node is do for two hom on Tuesday and-three hour onFrida:Y,it count a trno days The above snEls Dula a lie is hen a number of nn?chne sae aaa n en i�a a lu tea and have one dam axe 3,. khen the g9zman ode fail .the fa iof er node ct as the prrivaa7 node- Once she prinuary no a is repaired.you must sea rich back k to the p�zmaa de Once the failoaer pelio�a. exceeded ten days. the failover node must be licensed. In addition, oy one faelo er de per cxustered enri3rorarentis at charge for up to ten separate days eg•enifmultiple nodes are configured as fai Gvex. L?oTa fearmaintenanc:e piuposes counts toaae�ds the ten Separate dais aauitatrr .n. ih men Licensing options cn a faLc er enczrnn�ent e cpti ns n�u,:st ivaxh e number of licences' f the a s raked database.e. r_dddtirnall .n;hen liven sag lea kTauaed l�Mer Plus,tie ea, ;� „ 3 ase�3i=,ed on one f silo er node Dail �w u e Beyond the right granted an t tbcn nau.t lag hen eiaaxate. In a fax oven en iacnsnent, the same license cuetiic mu be used.for the production and failoter nodes na� en licensing a gn en ct` tired nii uatacn- Testing; For the purpose of to physical copies GFbac1ups,Your license£dr the Oracle Data ase(Enterprise Edition Standard Edition or Standard Edition One) cludes the right to im the oataGaae on an uulicsrned comp u for up to fig time...not exc � p days per testing.in any given cafe dax year. The afoi emention l right doe-not cover an cfher data recc veiy method -such as remote um-rorang-where the Oracle P Emm busmy files we copied or s-uchrdruized. You are responsible for ensuring th:ut th t1loning reStrictious are not a;iolgted.,. yNNt • =be licensed on iea.ers that e a nmmmusn capacity of 2,sockets. Tollen used with Oracle Deal, ppication Clusters.Oracle atabase Standard Edition y only be licensed on a,maximum of one-socket sea,-ex-s. In,addition.notwithstanding any prove on in Your Oracle lic re agreement to the connai-. each Oracle Database Standard Edition 2 database may use a ma.rsmuxn f ld CPIs thread-at ran^ time,. llihen used with Gracle Rea_,'application Clusters.each Oracle Database Standard Edition's d a.base may its a maMiMUM of S C'PLa threads per in"-tant:e at an-Y time. If T ou purchase Named 1~ser Plus('ti UP)licetr es."You: rt main a minimum of 1 'ti U�per sea„er. • If you are licensing the Oracle database Progaana,you ma, ot use or peanut reverse engineering(unse s required lay laze•for intero,pexaoLat}),disassembly or ilecampLlati.on of data For included in or produced by that Program-,the fd egoing includes, a prohibition on reverse engineering of code,data tuxes.file formats,or memory formats included in ay produced by that Program cr u:,e of any to GIs or-products that have een vend from...th,e revere ewmeerina of that Program or those data farnmts. • Eraada.ta D-takaa.se In-llemory may o y be used on _-ada.ta.Databa. Machines and Oracle Supercluster . • Exida.ta 1'"lultiteaant ma.aF only be used onEmadax. atabase:Machines. "Oracle Supercluster-,. • il%e'b ogic 5er Standard.Editacn Bags not m ',e lWebLo,mc Server C', -tenrg,. • Business Intelligence Standard Edition One cs onSy be licensed on senors. at lrxve the alarliN to rlrn a.maFZm1U„of sockets. The data sources for BI Server and BI Pub rhea-are lunited to the included -a.e:le Standard Edition One,one other database,. and any number of flat file sources such s C:'SV.and XLS. -You,nuav use Ora: -e sl-arehocuse BuLder Core ETL to pull,data tom an number ofd data,sources but ax a must we oula"the included Oracle Ste d Edition One as the target database. • Informat ca,Parwer Center and Po4aer Dune t irlapter>rasa not ae u ed on a scandal e basis ai a a standalone ETZ,001. The L forcnatica PoaverCenter and Po a-onnect Adapter-may be used-with any data so ce provided th*targetdsm are �,i„r the Oracle Business Inte��ence ap cations Prcgraama(excluding Hyperion Entexpiise Per einance Management Appicat ons), (n)the underlying platfom�xs o a loch the Oracle Business Inte—Kagenc e Extended,Edition Pr imam Oracle Busmess Intelligence Standard Edition One t}r as• crated.conipanents;}f those Fusing s Intellieezce apgli aticn�"'�rderaxmas rung cs din) a staging database for any of the ft going. Infomaanatica Power-Center and Poweic.onnect :nadapters ana.x so be used where the Oracle l3u.rness Intelligence a licauons Pro�raisss ie �uding Flyperion Enteapaise Feafdranance'4lana , meat applications; are the source and non-Or.c'l Bu:sine s Intelligence apph^a.tion Programs are the target,provided_that us s do not use,Infoamati:a. PoweaC enter and P rerConne t A-dapter to transfoim the,data.. NN • X ith re pest to t Java SE Ad-anted and.Jaffa SE Suite Progatu You may not crate_modify,or vhaE" the behavior of.or authcZe To er to create me fv_ or change the ben..dio2 of. cla se interface-, or suhpac aces t t a in any aav itientified as a.,a"" ,a k ayz' run""or"oracle','oa ate d•aaiarion of the aforementioned mining conventions. T�installation and auto-updat piocesses for these Pxogranas trans-nut a lunited amount of data. to Oracle (or tit: sea,.-ice piov A1Q., about those specific .ocesses to help Oracle understand and optuiaiae them. Oracle doer not associate the:data with personall a identifiable infoi on. You,can find more information about the data Oracle collect:,at Additiona, opyri ght note s and license teases applicable to portions of the PrG.Erams are set forth at hm:) r ti._......._4:?x.____----------- Page 16 of SERIAL 180233-RFP Ptogxaxns that contain"far Oracle-Applications"in the Program name are meted use Prograin�. These limited use Progr y only be used.u-xth"eligible Oracle application Programs that contain the l'i ng prefixe s ca the Prxigrasn mine: O• ale ion Oracle C z u�catro� Cracfe v k Oracle En car. Oracle T:nc�a�le�3 Oracleeledia, €'. tail, Oraae Entexpxi.s;e Taxation*,Oracle`Fax,Oracle Utilities*.a acle FinaaCial Services*.Oracle FLE'TCLTBE, Oracle veleus„ Or-acl\the —, racle FTealah,are ,Ora,le Iieasth Sctenaeb,Oxrac:"e irgua,Oracle Legal,Ora.,le In unance.Ora.,le mm�a,-era.. Oracl =,Oracle'=i_and Oracle Relate. For thoseprefixes desienat�ed above math a"*"not all Prot, -ra.=.th that prefix for use with the "for Oracle Applicahona" hurihed use Programs, For a.list of exclrided P ograius please revieueanons Licernrag Table. which, may be accessed at r�4otuit =andrag anything abc vesinew Iirtellieence Suite Extended Edition for OmcEe,4 4ppsicatiorn rvay only be used ss `eligible`Oracle app acatioa Progr. ,tha.t ontata"'Ora,le Fusion Flunran Capital alanageineat"a a.prefs in th€Pxggrt Hoene prxides that the Oracle Fu sacir n C3PLtal?'Tana gernent Proerains,are the:only Program.configured lot-,-ago` .at tLe database ans;tance Oracle Business Bete 'eence Suite Fos'ation Edition. for Oracle Applications spar= also be,use -a the Oracle Produ,t foatton M th nagenrenaE ,s,Fusion Edition,Oracle Customer Data Alauaneiuent. aa1}a .Fusion Edition and Oracle Product Life-cycle Arialy-ti Programs Oncle.Bu3irress7 Inteilg ence Saute Foundation Edition f Ch acle Application}may a_1so be used with the following: to'gram- provided that the Oracle Fusion App cations are the, my data. source: Oracle, Sales vat}tics Fit ran Edition: Or. le ParEaer rah ii,:,Fsisiaa Editeaa:Oracle Supply Chai aid Order Management Analytic : Ora,leFinancial ti� itvnts.Fusi Edition;Oracle Procurement and,,SperdAmalyn- Fus n Edition:Oracle,Flw anR,sou csi nal,,ttics.Fusion Edition and 0rac Pra;ect sialy tic:. -Ann use of imiitied use Pi-sgra r ccutarninF'"'fox C)racle �pplicatian by other OT3,Cle,app'ia ations;or third I it-applications is not permitted. * Oracle BPEL ProcessManager Optic, for Oracle Apphcattans May, be,used a to enable bustnes processes- ua-orkfiow interaction-- and appmvils uuithin eligibl Oracle-Applications. WGrktlow int .cnons between e gible Oracle Applications OF- and,other t'Iracle:applications or third pa applications, are allosued.as Ion s they we enabled initiated uuithiu the eligble Oracle Applications. Business Processes de d to BPEL are allowed as oug as at least one of the services invoked troll within the Business Process,access an ehgable O cle".pplicatian either ively';Asia Web,Services)of via on adapter. * Oracle Business Intelligence Suite Founsa.tion E on for Oracle r_pp"cations was,.be used only to pexfoxan quuex ,reporting m and 3nal3 pis against a,traa.action database. data�za .house or an .ease CJL�-'P cube if. ii) the h�anaacton database isam eligible Oracle application- t amactior,data.ba itself ran extra iotL in whole or in p.ar.t.of an eligible Oracle,Applic;atioi=s transaction database.uuithout transfartuation gquexv,repo ing analysis against a transaction database that is not an eligible Ora,le pp'_icanoa transac n datalra re ui reJ a fti1l u " n e of i-a.cle Business Intelligence Swte Foundation Edition.)-. or(itl the data ux axelause is a pee-packaged el?ible Oracle °` lacatiom data warehouse.uuith any customizations neces an•to reflect customizations shade in the eligible Oracle-ipplic an s-, nd re tric:ted ter]-=to the eligible Oracle--ppplicatton;sources (query,departing and analysis against extersions to the 'ata ware use drauaz£roars source systems not:uppaited by the pre- packaged data 1waye-housez, require a fill use heens cif Oracle Tau ' es- InteLigenee Suite Fauadation Edition,: or (ui) the dimensions of each Essbase,OLAP Cube are:ouir-c from eligible Olt. ]'e Application ■ Ora,le Ml-ebLogic SiuTe for Oi-a,le.�ppiicanon, a t=be used only as an bedded riusti ae for eligible Ora,7e A�pphc maim OF to deploy custo ations to an eligible Ora;^ Application. The Web gic global datamuuoe or one of the 4lteblogic applscation datasources must be cotifagaireu access the schema of ar eligib Oracle.Application. ■ Data Integrator Enterprise Edition.for Ora e.ipplications xna-,=only be u,:ed uui the Oracle supplied data integration jobs and custon zat7on of the supplied jobs is all �ed.. For the a:„-oEdance of doubt...ex,anrp s of€ices that are not per.rnatted include,but are not Itinited to..the folaoman.g: ad . -new jobs that support diffeijeat appli,ation . new, schenaas,,or prmlously=unsupported application modules. « Oracle SOA Suite for Oracle A ications,may be used only to exrable in' gtatian.bus. ss pxoce sses workfow interaction' and approvaLs uuithrn eligible ,cle Applications. Workflow interactions bemeen eligible r.,cte:Applications and other non- eligible Oracle AppLicationss r third party applications are allowed as'-'acig as they are eit a initiated or tertr inated withim, eligible Oracle Atbplicatio Usaae of SOa3 composites(imc'riding but not if ted to Rules,I I ' tor,XSL'T transtbrt:s..BPEL, prase'ses.Spacing comp nt}.IVorkflow-eia-ices and.OW,SM securit.v policie)is aLaTaed as Ions s at]eau one ofthe:er vices invoked frain mathin e h composite accesses,an eligible Oracle Application either nativeli,iuia We r -roes)or via an adapter and the invocation ar art of a.flour that is either initiated or ter n crated mithin eligible Oracle AppLica,ti s. Oracle Sex--ice Bus (OSB)usage is a ouured a 9ong as each er-,ice deplayed accesses an a igible Oracle application e r natig6=el,Ru is: 'eb er °ices)or via n adopter. Oracle e,'eb ' Haar Portal for Oracle -Application: may he used on-ly to surface eligible Oracle Appli,an `s) and custom app'ication# (collectively, 'esgible-a.ppucatioa ). Surfacing anN third-part=applications, including other a hcatious from: Ora,le,r wires a license fair Oracle WebCentes Portal. Multiple eligible applicatians may be surfaced in a sinnEe rtal instance prouid that a �IeTeKentex"Portal far Oracle Applications license exists for each e:igtble application .unfaces in he portal. aJs'e- enter Portal for Oracle Apphcatrons nail=be used to integrate the various WebCeutaT senices to g.. wakis. Jags„and, ussions,'l into an application context. as well as to build out custom usorktlows and notifications bet-weeny the 'gable pp:cation and Web)eater Portal camponeats.. The content management fkatures of the Oaa:cle WebC:enter Portal for O cle aioen e_Defrn¢tions.nad Rice_a-053.E6_CdS_ENG page 11 of 23 SERIAL 180233-RFP phcat-ions Program may be used to:store and manage document-,created outside of The eligible application provided that S -do, entr an related to the ehpbie applic ation or to the application context. OTaCl WebCenter Imaging for Oracle r-ppLiczatior-,s may be used to create and moaify unaging searches,to modify pre pa aged imaging application document types,and to create and.modify,ippuT,mappings to imaging,applications. Oracle Center p_g'"p Oracle Canter Imaging ' Oracle Applications may also,be used to invoke web sen-tce application programnung interfaces I'sl from Gracle App ation workflow.s. A license for WebC'emer Imaging for Oracle ApplicanGn-r required to define W document ior""'O o.&CUMent tees for the agement ofimage.unrelated to a pre-packaged Oracle A.W.hc;itions in.ef—ratiGn-to de,.,-elop cu,sMWG3:1-flMVS. and to invoke A s from custGur rvorHows or custom app"I'ication integraticrrus. • Coracle Identity a, ccess Management Suite,Plus for a acle-AWhc anons may be used oLv to Per-f6rur. Mciate-i actions,for UfA'17,Of and Within eiiiplale Orc'e Applications. The Progiams may be,used to do the foll,'G%vmE: ( add.,delete modi£v, and manage user ident:\! ,es and roles in the eligible Oracle Applications:(2)provide vveb access nmna. _ement and single mgm- on into eligible Chacle A entsties and useridentih, related infot mation or aut' tic attan and authmizatiGn,P011CieS for eligible Oracle Applacatiorri- 4)provide federated single _at ugm-onmeligil,leOracle-Ap icanom. • Oracle Coherence Enterprise\' titan for Oracle Applications may only be used within the., me 3w.,-a Vutual Machine as the ,cm, eligible Orac.'e Applization.c lerts. '7 &;snom ma,,v ouiNbe used wiffi the Oracle., tezratioujobs. Customization.ofthe • OT3,Cle G(rltienGate fir Oracle. pp Oracle, supplied mteE7-.tion -'obi is \,wed daecessitated by (i) customizations G e source application or of the target Ider .Applications appLLcatior-or(ii,,for performance turrin, ot'the G=Gldem(-ate configuration. Oyac -Gate for Oxac]',e Applica,' s may I .._ -acle databases w(n)by other Oracle p ic-snous or(in)by third party applications. not be used(i,firr data,replication non- for any type oFdata integration CT TepLtcation ses. For tie avoidance crFilo -example,-,,of other uses that are not permitted include but are not Himted,to the foEmving= Y lic.,Ling data to non Oracle . bases(mcludir g I�IySQL),adding new source. . or target schema-,adding um-upported,app!,icat-i module to source or tar , t schemas..SUPPOrtmE,other ieplicat-iors topologies . ' supplied�v cle. (e.g..ac!ti,..-e-sec tive,or multi-master)or adding 2:t not s up plied ov • The hcsmne foi the Hyperion Phamun! Plus Pvo.- includes I use license foi the Ot-acle Essbase Plus. Hyperion. Financial Reporting and.Hyperion Web Arralysii Pro ams. Sucl 'ted use icemse mean s that the Oracle ELsbwe Plus, H3rperiGn Financial Feporting and Hypenon Web i Pro urs mav only be used to azcess data fi-om the Hyperion , Prancing Plus Program. The Oracle Data Integrator for ,c i. smess Intelligence Program may be used to load data,from any lua source provided that the target database n the Hyperr Planning Plus Piogiam. Specifically,the Oracle Esbase P'us Program cannot be used to create E-base cubes that do no, 0 M dzata,used by the Hyperion Plank' g Plus Program and the aggrega te Storage option component of the Or-x.',e Fssba Plus -Ggr.,m May not be used. • The Hcer-se for the Hypenocn,Profitability and Cost M, Eement Py am includes a fisted use license for the Oracle Essbase Plus, Hyperion Financial Reporting,Hvp*,.io.Web, mzai'viis and Or.. ze Data.Integrator for Business Intelligence Programs. Surb bunta-d use lice-me-means tbaT dhis O-ricle Ess <se Plus,H3,panariF Data Integrator for Business Intelligence Progra , may do Le used s o a ev-,data&am the Hv perion ProfitabLim,and Cost Management Pro gram. Spec:.Lfica2--v.the Orox" ,..base Plus Program cannot'e used to create Ea :s�ibae cubes that do,not coistmn data used b-Y the Hypen.,on PrOfit2bilit.y an 'OSt'NfaM2g1-.MeM-t P1`0gr3211 and Aggregate Storage O-pt3.011 COMPOCISMIt of the C4'acle Es-base Plus Program may not be If You purchase.'darn cl 17ser Plus fice,_, for the Programs listed below, You m t maintain Named Us,-rs Plu,-. per Proces,,,or: ■ Oracle Database Enterptis, ditiam N oS,QL,Daaab,aie Ewe se Edition ■ Times Ten In-Memw atabase ■ Rdb,Enterprise Edi" is ■ CODASYL DB Data Inte-graw- uterpnze Edition GGlderrGate ■ GoldenG for Nou Oracle Database • Golden ate for'mamfi-ame • Gold Gate T,Tendata ■ G-a, eirGate for Teradata.Rep.hc atmn Services ■ ldenGate for Big Data /Golden.Gate Founcintion Suite 0Y, Data Intel atar Enterprise Edition for Oracle Applications ;/Ce-e_Defaition&and Fxil er-i-05 3.-126-US-EN G Page 13 of 2 SERIAL 180233-RFP ■ CioldenCrrate for(Dracie-Applic aticuis ■ Endeca,Dir^oveyv Foundation l r Oracle-Application-- if You pA4rcha.se'famed User Plus hcen e: for the PrDgrmms listed beloix,You must maintain 10 Named Users lass per Procea or: ■ labia 'dvanced Java S,,, 'te * 1Ti'ebLogic. y1-:-er Standard Edition * WebLGgic Ser r Enterprise Edition WebLogic�Sui.te ■ 1Ti'eb Ties ■ Coherence Standard lion One ■ Coherence Enterprise 'tian Coherence Grid Edition ■ TopLrak.amd-"Application D -ezopvruent Framie+ oyl— * C as-Fish:Seriler Intexmpt-Appiicatnon Server Stam rd Editicm' ■ Iarernetppicatln Sea„er Enters e Edlncn API Gztemmv ■ 131'I=;L Process Mana:der WebLGgic Integration ■ Serric*Registry + Enten�i,e potitor-�F For-tar and Report a ■ Managed File Transfer ■' Tuxedo * Event Rfocessing SO.-.Suite for 1'ti ou Oracle Ialiddleware ■ :reified Bm-iness Process Mamageanent Suite foy N'c Orac�'e .-liddlewaxe Bu:inevi Prosesn Management S taudard Edition -Application_adapter-, Oracle E-Suseaes Suite-Adapter ■ Integration-'Adapter for S-kp R,3 * Integration Adapter fc,r IL'1 Edx,ardu W d Integration 3:d pter for S;iebel a ■ Cloud Aciapters t B_B for F.oaettd et Bl`B for EDI. Healthcare,Adapter + S_P,for e'!)X.•IL WebCenter Suite Plus WebCent i t'01'"] ®' VVebC.enter Cont WebC:enter Sites * WebC enter Si :Satellite Selz er WebC"entei r i^aa1 Content Mana_eement ■ 1Tv'ebCen Imaging ■ WebCe s Fotmva RecGgmr, m ■ Web ntax Enternrue Captrire, kTv' Center Distributed Capture * ebCenter Deal-Time Collaboration * W,-bCenter Site,Mobile Option EnTeiprise Identita•Serd:e:Suite cenee_Defur ions and Pie_a-0r 3".t S_CdS_Ell page 14 of ' SERIAL 180233-RFP Idenkity GoVernance Suits �Aecss $fanageruentSuite Plus tlements Servex ■ tletnents Set—vex Seemary Module ■ Beele Enterprise C oiabor anon Server *The'tiam ser Plum 1,finimuni dues not apply if the Program is insttalle*d-on a one-processor machine t of om,s- for a mammum of apex per Program. « If You purchase Na` ed User Plus licenses for the Oracle Database Personal Edition Program-You may my have a='.Umum ofohe Nzimed Usex 114 per database. « If You purchase lTanned L a Plus licenses for the Business LhteLl gence Standard Edition Cane:PT ;ram,You may only hmre a maximum numbea.-of fifty ed User Plus licenses. You are responsible for ensman nipiiance with the TechnolaL-r A,ssociated Program M king Table which mar be,ac-cessed atL oray.t.,-,.rtiCc ut.a.rK. Licensing Ruler for Applications You axe responsible for ensuring oosptr ce with the application iicensing erequisites as specified rxs the Applicatio Licensing Table.wisich ma;y be ati cessed az Licensing Rules for_ar.TG-alpplioations • The C&ra.Tle ATG Web Commerce Business InteH, nee Program and 01-acle ATG a�,°eb Commerce Business 1—rre?'igence dmr xstxator Program mar only be u,.ed in:off unc. n uuith eidier t racle ATG Web Commerce Program and"or the Oracle ATCx sv'l'eb Knowledge Manager Pxaetana. You any,h wea-er, I Your data rusade:to include other information provided the additional inforanatioh supplements iuftsnnation is ah ady an.uded in the Grade ATG Web C'ommexce Program or in the 0173,cle A.TG Knowledge Manager Program. The C'o�mos B1 Consumer Bundle is included in the OTa.• ATG -eb Comuxerce Business lrrelli?erce Proeraru and i conipxis&d of(a)one(1)reporting engine for anonvanouss ,leg s consisting of no more,than.two(_)processors and four(4) total care- (-o)unlinmed anonymoum report v,7rexa-ea ne, en ( ,'one(1)Named BI Web-2'dxmm txatar seat license and one (1�Named BI Professional Report Author seat lice Any additio seat licenses must be licensed.separately by pmnhase of Oracle:z€G Web Commerce BI=-".dniuxistratoa seat r enses at an adds ` nal cost and are not included in any enterrise-aside or sdn a ar license. Licensing Rules for DIVA ProEraens Failos er: Suhrect to the conditions that fo to ek.w.Your license for the foll'o g Programs: Oracle DIY,TA'Programs(Oracle DIVA.rchiu^e lvianager, Oaacle Dlv. rchiu- 'yid Connectivity, Oracle DIVAxcha% Application Fc`tenng t7xac_e ItI' Archi-,,e Storage Plan Manager Oracle DIVArchi,- Export'Import,.and Oracle I7R.':A-chic-e A:- omatic Data-Migration)includes the right to rain the licensed Pxogaam(s,1 on an '-censsd spare rom;porxer in a,fax:ovex em ronmen: r up to a total of ten separate days in any given t aendar year(for e2Ampne a failoyer node rs&Mm for mo hours on Tuesday d three houa m oh Fndai,.it eounts ass hwo day-,.. The abo e right only a es when a nu;ubex of m3.chines.-xe connected to the die&c he or tape library i.e..the machine,} are not in a cl''.umtexed ehr,ironme and the machine. share a dim array or tape IibxarT YI.'hen prumiy node fails,the fail ver node art:as the primary node. ce the prianzu-v node rs repaired-You must szritch back to the ary node- Once the faila'„ex period has eroded sin day , the fa dlover nods must be ceased. Downtime for maintenance pm uses counts toku-nds the ten separate days limitation. e- y use beyond the right granted in this section must tie licensed sepaa atel . 0 Licensing Rules for T Edwards Appl coaion • The Faundano roeram contains the de-celapment foundation en-k onmentltoollrrt. Y ou understand and, knowledge that any satY-savaae Pro bjeet to the terms and conditns of this agreement. You will defend and ind.emuif�-Oracle agaim:t any caaim by third pal es for damages (meitr sn rthout limitation. r sa liable legal fee-,, arising out of am computer Pxogr ms gsaera d b4r utiliairng the deysI ment tads included rn�Pxagra�. ORACLE DISCL -IS 3�� WAR LA�;TY�THAT=D, OP IF- IG9LS LN LL3DED nI' TIDE FROGR-A-MS WILL GENERATE COMPUTER PRC1GR-A--'VIS THE C "FLkC:T ST1t:S CAR S ECIFICATION1 S DESIRED BY YO1; OF TFLAT SCCH: GENFF-4TED L-Ok LITER GKA2%fS WILL BE ERROR FREE. eense_Defduitions and FxCea_a 5 3K t S_CdS_EN G page 2n of SERIAL 180233-RFP %iceusing Rules for Oraacle L-Bu mess-Suit*Applications + Please be adr,xsed drat only a subset of the product, preluded on an.4',pphc:atiotrs NLS Supplement lv d%3 Pahl lizale b n. tanslated. Far existing upparted cu tcmey My Oracle Support has information artwhich product producli have been translate for h 4uppt�rted languages(.._...,:: N?...:g For new or uusupposted customers,please ctinfa:t Your rail* ` cottrit Nla for this information. * The o n Activity Hub B2B is,or v available with the Siebel Customer:;nitiers,al blaster component of the C tomer Hubs B?.B Pa ins. The option ield Ser,ice Hub Bi'B is anty at ail-able oa th the Siebel C us onuer i;niVersal?Master campcnert f the Customer Hub BIB Pro -am- The option"Mar ting Hub B2B is only ati•an:able math the Siebel Cu tomer Universal Mastei:compon*nt f the Customer Huh BIB Program. The option Sales Hu B23 is cu,v available with±e Siebel Customer Universal Master component the Customer Hub B2B Pro:-rarn- + The option Sen i.c,e Hub 'Bin ar v available with the Sie ae t ustanver Uni:ser sal yMaster conr ent afth*Customer Huh B 1B. P rogr3m.. • The option Acni-rty Hub B12 is onl3l a-arlable with the Suede°Cru�tomer l ui er al Ma component of the Customer Hub 32C Program. * The option Field Se ;-ice Hub 32 ' is,anry available tia2th the Sisbel Curio mex L ni, ,>al'Mister cotripdnent of the Customer Hub B2C Program. • The option!1 rheting Hub B 2C is o ms actable nath the;Sieber Customer Um x al,Master component of the Customer Hub BIC:Prop-am. • The crttGn Pia^acv�Managernent Polacy Hu uB IC is only a^ailaKe with the del e1 Customer :nit ersal �iw.#*r�aarponent of the Customer Hub B=C'Pros a:m. aw • The option Sales Hub B`2C is cn.v available w th' e Siebel Customer vernal Master component of the:C.u:tomer Hub B'C' Program- s,, t The option Ser-.ace Hub BI C'i. orty available With th iebel cunta r Universal PMaster component cfthe Customer Hub B"C' Program a� LicensingRules for OracleHospitsbor Cruise pplrcatious The Ctracle Honpitalih Data Foundation for Cruise PrGzz- ur a only be used with Coracle Honpuality,Cruise Progr3mr. New reports cr cu romiza.nc s of die include-3 reports are all ed. I ation to third party s tem is only adorn ed�is the Oracle Ho pitalit Interface Progr _ data integr`atio¢r e3 is a l'or - Is. You may not add urs^upported application.,to the smi onments created uath this Proo3am v'ou are owed to hastda elements migmr_atine onlyfirm the Oracle Ho pitahty programs in the:c h rn3 i created with the use of As s Program. you ma's,of host any third party data elements. LicensingRules for O acleHo:e. .itah Toad r. B*a era: *_ lication.> + The Oracl*Hospitality Technology Fc on fur Food and Beueraa*Prograii }riav only beuised 1 h Oracle Ha pitaty Food and Beverage Programs, Nen reports a cu tomizattans-ofthe included reports�aIlowed, Integration to third party �stems is only^ allowed sir. di* Ora.cl* 3va t.cty Inerfar* Programs, data otegsznon xtratty andcr APIs,. you may not add urzruppor-ted app,rcations to the ens^ nments,created nath thus Program. You are al<�d to hest daft.elements orrgura.tin¢on=;y From the Or dolt Ha pit jty Pam nas in the c:heauas created with the use of this Proms\Honp, Youot boat any third panty data elements. Licensing Rules for Ornole itu3ite l>atels.ri lie tsian. ■ The Ciracle Hospitality echccicgv Fovrdator Programs may only 5e used with OracleHotel Prnsam . tietiareports or custnrniaa. ns of'the included reports are allosa-ed. Integration to third party allow-edvia the Oracle Hospitality Interfa: Program. data integratiors extracts and'or t;_PIs. Y'ou may no *d application-,to the envxror-memo cr 'ed with This Program. You are allowed to Lost dzta elements onginating only from be Oracle Ha pitauty Progra/�eHospita:aty c.henra cleaned with the cone of this Program. You roan not hostany third party data elements. • The Oraclespitaity OPElLA Propertrm= Standard! Program is ,nmrited to y_; functions as dei a the Program. Llbdu r . * Tire Or, OPERA y Property Lite Prosarn is limitedtc dC functions as defined.in the ProsamDo entatnorr. /Cen-e ce Ha.pit itv Spite Property Resort Edition Program is limited to IL functions a defamred in thProerarn Dontativn. a� a� itions and dines_%,05 3K t 6_U5_ENG ?a ge t at SERIAL 180233-RFP NThe Oura.cle Hospnality SuiteS Property Smayl BusinessEdition PrGEranx i lusxrted to 3.8 functisom an defined in,the Pr-a-M-.a LAaceuu n,. ion.. e fol awin:Paogsams may only be used with the Oracle Hapitality OPERA Praeranxs: Oracle Hospitality Tec logy danon far lintel Property S-gstezn —OPER-A 5 Preraaium,Oracle Ho pitalita=Technology Foundation for Hotel opery S-.-s- s—OPE�� 3 Standard,Oracle liaspit�u.t. Te-clxnolop,Foundation for Hotel Property System —OPE- Lite and Ch.ac1 Tic pitaIrry Tecbnolo-,7 Faundation ibr Hater Central Office Systems. New reports cur-ustornr.:ations of e included report, allo.ued Integration to thud party systarris is allo.a%-d via.the Oracle H ospitaht•.=lzteiface Programs 3_. You may not add,ne scheina,or um upported applications. You axe rep able for en-wring compliance with the Hospitality Associated Program Matching Table rn _h inav be accessed at fy...._.....,:3 m d ft k..::,.:.. Licensing Mules for Pe-t,.lxSoft Airpli;ea:tions + Your use of the C a nab Self aer%ice and St dent Administration componezty within the Campus olution.Paa .an is subject to the additional tenter a conditions set forth in the L'ti nS Sofm-axe Supp lens eat€located at rr Licensing Rules for Printraver� liP c • For the pmpases of the faollow g Primavera Pro xa:nis: Eames.Value Management, olve, Swe-Trak,Contractor and P3 Project Planner, You ackmw-led that You have both goad,and understand the Bari Soflhrare,Update License tit Support ei,-ices:that are on ailable For Ehese I oasralus.a described in Or;t ie�s Technical Su- it PoLicies. • For pupa.es of the Prunavera Su y and Prttna.•era P3 Project Planner Prix ,airs, You acknowledge that the apeement delivered to YGu-nat'd these Progra:nrs.a not the end user license agreement c tamed in the product i -tallati.n. eo bairn:the end user's use of these Programs. + For the purposes; of toe follouring Progxa Prinia.era P6 Enterprise rject Portfolio Management and Primavera, Pfs Enterprise Project Portfolio Manapniemt 'We Services, develapers a � or users (xi.sha are not aheady licensed for the Pnum err Pd Enterprise Project P0TdDh0 lµfa>��eexuein Program a tsn� vaho access (including rh=gh. Access Points' appl cation,moat be licensed for the Prrxxiat era P mtexpnse Piojr e-_ "Access Points"includes,but is noT limited to-third patty.ter. le or cnsto #,•ersion:,of the tol;o.•.ing: interfaces; I' web sex ices and database link.-. For the purposes of the fdllowang Programs;: Ptirrra, _ ontract Managersent Web ;Services and. Primavera Contract Management deveLopexs and°or user (x) nJio are not area licensed for the Ptinra sera C-ontract Management Program and (u)raga access�;rntilu g tha�ugh''4ccess P t i applica r ns stbe lis"ans d for the Pr:unirvers Contract l4 ma?zenrenf Web Sen ce4 Program. access Points" includes. but is n lixrrited G. thud paxty.,Oracle or custamx session:; of the follovr-ing: interfaces,:API s,.seb ser„nces and dataroase finks. Liceusing Rules for Oracle Retail Programs, + The Oracle Retail Technology Foundation fo .tore application, Prtxga: may only be tired.with the Oracle Detail Paint cf Service Program.the Oa.cle Retail 13acl, ce Program the Oracle Retara -'Store Point of Service Program and the Oracle Retail"tS.tcre Office Prngxaxar. ' p v e e trac'se Ita.L eclagy°F titian for S:tcre=ppscatin Pr. gaanr by other Oracle Progra=or thud parts-prop-a is not pernaetted. Licensing Rules for Siebel ApTilhicad • For the Siebel Branch Teller Se lice Proaraxu Siebel Internet Barking Sei,aces Pro, Siebel Retail Finance Foundation Sex logs Pr gsarar and the Sx el F camcial Tt n action 4?v'arkbenc.h Prozram $`ou nsa u e third o xt% too to (a create materials or pbj odif%,the atexia:s identified as 5axn.pre Screen Code and Process Teuaplat L the,Programs Documentation, all in aceordance with the "txx aria] a unaentatiarr and pr€t logo that trek materials or raadr aritertaals s,lall be used solely with YGm licem—ed use, such Praogram . You hall not omit in any way Oracle's right m devel;op use.license,create clear vative work:of sat other vii eels exp ait the Pr°ogr3in:,ancill ark Prop aasss,Prog;ranr Lhac- entaticn arky other nratenal provided by Cracle or to peq T third parties to do so. • The Sieber Det,.) - Program includes license e far I0 Concurrent Viers than authorizes You to use the rags'aM on only one C orrxputer flor: nxaxa�n of�C C,}ncurrent Users at any giveir time- _A ' cnxreat Ltsei'' is defined as ach irdiv-ideal mat xnav concteax- ntl,=use or acre-�-�the Pxxog�-aius. Concurrent L,Trdex;xnay o�r3=be v?o1u�existing cu^;tonxers or`�r ur prosp�ectl..-e custorrrer- and mra.y mat be Y om business pax-mers;rxr f olll:emxpl�vEes • The;Sie Marlieft—mg Serer Program is licensed on a.C ompu:ter byes together with the number of unique C;ust ex Records that ` u may access,using the Program. A"Custoruei Record"is defined as each umi,tue Record(Lmluding Cron\222 pro ect records and record:,in exte mal data so mces)that You may access using the Prograisi. f dense_Definitions and FxGes_v 5_.tS_US_DN& SERIAL 180233-RFP The Siebel Phanara,1,4ailieting Serrey is licensed on the,basis of the number cif unique Customer Records that You may acc Ire using the Program together with the number of Brands that You max manage using the Program.. A"Band``is def3me s.a armed product offering that corresponds to a specific MOIeCl!�W entitT,LnC-'UdinZ Multiple dOSREe fOrmS 211,d.MulIMPIQ ngth! fo e same molecular entitv. The • The bel Pricing Chiur-Sceivey-Up to 20 Application Users is Licensed on a Computer baars vhith a linritatLon an number , 5 ', -idual authorized cry You to use the 3pplx . le lacemsed of .pp C3.tioir U�,em. An A-pplicatior,User`is defined as am Ludi% .pP , of-A .3 �a"'lic hpl e, .at which are inst3l.,ed on.3,single:reixer Gy arrinul le s 3 -eni regardless ofivIreffier the I is active'�v IPPLLC31i -PiogiamL using,die P -ams at any given time. The uners orr of the Siebe�%VL-b Charnel Pyopam Lu3y access a maxima of 15 Objects. An ject"is defined.is each data entity ithim the Business Ob,ect Layer of the Pyogaanss that is defined in the Siebel ToolsPr Dat • The Siebel a 'Lty License may oLh,be used vnthOrzcle'Master Data Management or Oymcafe C Mdeploymenn, Licensing Rules for STste, 3SA ware Programs Failoi-er-1 Sub-;ecttG the or-4uon:that,foll'ow Belo w,,Yourhcemse for the following Programs: St geTe1-QFS,S,t0Y3.EeTekQFS, Ee'M11 Clients,fiTicle hierarchical Sto�.,anagey-StorageTek Automated CartridL-e Sv-,Tem Lilrra Y,oft-waye G-�CSLS).mclude-,the ng�:rr to run the T up to a total often separate days L-any eivi�n calendar year(far exa, le,of faL�Iovey node is dov.,-For two hours an Tuesday n r"'i 1 number -he or tape librax-y,i.e..the ra-achines Mro day:). The 3bave,right only app�i when a number of miachine�are cone-ned tG dire .cache are not in 3.clustered emvii-ontmuemt ammd machines share a.di—I array or tape 1ibY-,a m the pyrunary node fails,the failaver T, node acts as the primary node- Once the y node is repaired,You must suat-1 ck to the priniamy n&de. Once the failavey period his exceeded ten days, the faulover de iumx be licensed. Dowtitune for aiatemajace purposes counts totvaids the ten h separate days limitation. Any use beyond ffie t=nted in,this section must b liven-ed separately. d�..1� " Licensing Rules for Pro rams Licensed.. UP Module a Oracle giants to You.a tron-exclusive,ncntran..sfe able license for Y K Developer(r)to: (i)use those User Pioductivity Ir-'it{'!,PK')Proga-ann,licensed as UPK mods es oallectidely r,-.FeL d to as"T-71'K content'")or]v as xre-zessar-v to create and pymide training sGleh,for Employee and-or-Applica' n,U ers,to e the underlying Piogranams for Your benefit,(ii)make an urlimaited istunber of copies of the 'L-,PK content orl'v a recess -v to,create and praAide training solely-to Employees amd.oT APP'Lication U'sers to use the un'del".Yiag PLo--raurs for -7- ,"la fit;and(ui)dL-velop zmodificati,=and euatonnza.uGii�to the UPK Content.,if I.P.PlU able,aL-uLje,-t to t1se terms and con lis set forth in this agreement,provided all copyright notice.-are reproduce il as piww-ided on the original. You,iepresenT,a. rn a t nt that You have a-,-alLd license for the underlying Program(s), You are prohibited L-aur reselling or di-uibutnig the con. to any other party or using the,T-711K content other than as nn creates LPG explieLtly ps-1 -te-d in du�aggesinent. ora�c le regret a the K a n1a iny content ci d by You using the T,a .11 ation. acle rein lit! p all portions.of the UPK canreat and any copies thereG.f. You sha." use T-'PK content 1110difiCAIGILS crea by You so,eEy for'Naur uitel.nal use in accarciance vrith the terurs of tb.L,, 3eTeenient. You may provide access to and = of the TUTPK content G se tho third parter that are licensed as Apphcation Uiers and that. (,a)prxr,ide-seivices to You mcerning17aw u-,e ofthe UP -Gntezt-,fb'hive a need to use and access the UPK corterit, and (c) have a--Feed to substan'."y siniil3x ran-dis?-losme obligar r7 imposed lay You as those contaired in this agreement. Application and Employee ser(s)of UPK Programs may Ile"',I- interact wal simu-2rions and iocrimentarion butrnavriot create or modify SIMU13, or-documentation, Liceu:,ing Rules for MyS ,L Pro I a The 'NfvSQL Ptopamrs tnay outair third party technology. Oracle maid- provide tam notice: to You in Pyopam Documentanon,"Yezadme t" soy the installation details incannecticrinath s,-irch thirdpm-,- chnologn% Flurapartytechnology iAallbelLcensedto-Touei er under the ter ur,of the a-ereement,or if smecLfied in the Program ocuinenntro readme'files, or the installation derail,under separate licemse terms C-sep axate tares`', and not iu=in der the ter of he agreement("separately licensed third party t alogy'� Your nglit-,to uf--such separatsly heSnSedL tb-ird pasty te-bno -y under dis separate terms are not:restricted try waT'133,the agreement. Canse�_Dedtmdcms page 23 0. SERIAL 180233-RFP EXHIBIT C APPLICATIONS LICENSING TABLE htip:,tl�hrw,*.oracle.com!us!cn-rpo rat f.,Ico,ntraci:s 03�.q,Zje re-S, yes the right to periodically chauge,ffie information presented Dn the web;site,proivded mare. AM on tEis web;site is provided"as-is" rvithout twarrant) of qu,.k,-kind,either express o implied. Grade US Communities Software Programs Supplemental Terms and Condffilons W041818 Page SERIAL 180233-RFP EXHIBIT D ORACLE CLOUD SERVICES TERMS AND CONDITIONS EXHIBIT D .- ACLE ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v0418t8 THESE ORACLE CLOUD SERVICES US COMMUNITIES fi'`USC`) SUPPLEMENTAL TERMS AND CONDITII NIS ("CLOUD STCS`) SHALL APPLY TO T1HE ORACLE CLOUD SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER QTHIE "CONTRAC'TOR").. THESE CLOUD STCS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON-ORACLE ORDER OR ORDERING D CUMENTION.. THESE CLOUD STCS ARE C NSIIDERED PART OF THE SCHE DLE OF SUPPLIIEStSERVIICES IN YOUR ORDER TO THE CONTRACT. A. Definitions 'You' and 'Your' refers to the ordering reactivity that has ordered Oracle Services from an authorized distributor;'Contractor.i under the Contract. The term "Contract"refers to the Contractor's US Communities contract. The term '0ra6e Software' means any softwvare agent, application or tool that Oracle makes ava,ilable to You for download specifically for the purpose of facilitating Your access to, operation of,andior use with, the Services,. The team"Program Documentation'refers to the user manuals,help windows, readrme files for the Services and any Oracle Software. You+may accefi.�the documentation online at http:,°,°omcl .co mfcontracts or such other address specified by Oracle. The team'Service Sp=ecl,fications"means the following documents,as applicable to the Services under Your order: (a) the Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service, descriiption,s, and the Data Processing Agreement des abed in these Cloud STCs; (b) Oracle's cn-vacyr policies; and c) any other Oracle documents that are referenced in or incorporated into Your order as required try the Contractor. The followwing do not apply to any non-Cloud Oracle service offerings acquired in Your order, such as professional services:the Cloud Hosting and Delivery Policies, Program Documentation, and the Data Processing Agreement. The following do not apply to any Oracle Software: the Cloud Hosting and Delivery Policies,Oracle service descriptions,and the Data Processing Agreement. The term`Third Party Content"means all software,data,text, images,audio,video,photographs and other content and rnaterial, in any format,that are obtained or derived from thin:party sources outside of Oracle that You may access through,with in,or in conj,unctiort with Your vase of,the Servilces. Examples of Third; Party Content include data, feeds from social network services, rue feeds from bllog posts, C7racle, data marketplaces and libran,es, dictionaries, and marketing data. Third party content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools. The terra 'Users' rneans for Services, those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in ;accordance with these Cloud STCs and Your order. For Services that are specifically deslg,ne°d to allow Your clients, agents, customers, suppliers, or otherthird parties to access the Sen.,ices to interact with You,such third partieswill be considered"Users.' subject to the teams of these Cloudd STCs and Your order. The term"Your Content"means a1I software, data onclutdiing Personal Data as that terra is defined in the Data Processing Agreements, tent, images, audio, vldeo, photographs, non-Oracle or thin party app"licatons, and other content and material, in any format, provided by You or any of Your Users that its stared in, or ran on or through, the Services. Services under these Cloud STCs,Oracle Software, 0-racle Claud,Services US Ca]MI¢IUNITIESs Supplemental Terris and Conditions v041818 Pag;".I SERIAL 180233-RFP EXHIBIT D other Oracle products and services,and Oracle intellectual property. and all derivative works thereof, do not fall withln the meaning of the term 'Your Content. Your content includes any Third Party Content that is brought by You into the Services,by Y our use of the Services or a n y Oracle provided tools. B. Use of Services Upon Contractor's acceptance of Your order,Oracle will make the Oracle services listed in Your order(the 'Services.')available to You purs,u ant to these Cloud STCs and Your order. Except as otherwise stated in these Cloud STCs or Your order,You have the non-exclusive,worldwide, timited right to use the Services during the period defined In Your order(the"Servize Period'),solely for Your internal I business operations. You may allow Your Users to use the Services for this purpose and You are responsible for Your Users' compflancewith these Cloud STCs and the order. The Service Spec if cation s describe and govern the Services. Curing the Servl oes Period, Oracle m ay update the Services and Service Spec if cation s with the exception of the Data Processing Ag reenne nt as described below) to reflect changes in, among other things, laws, regulations, rules,technology, industry practices, patterns of systern use,and availability of Third Party Content- Oracie updates to the Services or Servlc,-,- Specifications will not materially reduce the le'vet, of perfon-nance, functionality, security or availab il ity of the Servi ces during the Services Period of You r order. You. may not, and may not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property, publish any materal that is false, defamatory, harassing or obscene;violate privacy rights;promote bigotry, racism,hatred or harm;send unsolicited bulilk e-mail,junk mail, span' or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations,(b)perform or disclose a n y benchni ark ing or availability testing of the Services; (c)perform or disclose any performance or vu Ine ra biliby testing of the Services without Oracle's pdor written a pprova,l,or perform' or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or(d) use the Services to perfomi cyber currency or crypto currency mining((,a)through (d)collectively,the'Acceptable Use Policy). In addition to otherrights that Oracle has in these Cloud STCs and Your order, Oracle has the right to take remedial action if the ,Acceptable Use Policy its violated, and such remedial action may include removing or cllsabking access to material;that violates the po,licy- C. Ownership Rights and Restrictions You and Your licensors retain all gwne rship a n d int te llectu al property, rights in and to Your Content Oracle or its H ce n sors retain alit own ersh ip a n d i nteliectu al pro perty rig,hts to the Services,derivative work s thereof, and to anything developed or dell ve red by or on Lie h alf of Oracle under You r ord er- You may have access to Third Party Content through use of the Services- Unless otherwise stated in Your order,all owner h ip and intellectual prope rty rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party. You grant Gracle the right to host, us e,process,d isplay and transmit Your Content to prowl cle the Servloess purs,u ant to and In accordance with these Cloud STCs and You r order- You have sole re spons ibility f or the accuracy, quallty, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services. You may not, and may not cause or perrnit others to: (a) modify, make derivative works of, disassernb[e, decompil'e, reverse engineer, reproduce, republish, download or copy any part of the Services (incl,udiiing data structures or siniiLgr materials produced by programs), (b) access or use the Services to bufld or support,directly or ind irectly,prodU cts or serOtes cornpetibve to Oracle;or fr)license,se 11,transfer,assign,. diMtribute,outsource,pemilt timesharing or service bureau use of, commercially exploit,or make available the Services to an y third party except as permitted by these C lowd STCs or Your order. 0-iracle Cloud Semaces US COMMUNITIESs SllppleMe31tall Terms a3id COMiftiO31S v0418H PagR 2 SERIAL 180233-RFP EXHIBIT D D. Term andTerminat[on Services shall be pro-vitied for the Services Period defined in Your order, unless earlier suspended or terminated in accordance with these Cloud STCs. These Cloud STCs will continu-e to govern any order for the duration of the Services Period of such order. If You order Services that are designated in the Serve ce Specifications or Your order as Services that will be automatically extended, such Services will NOT automatically be extended for an additional Services Period of the same duration. To extend the Services, You must pro-vid,e Contractor with written notice no later than thi rty(30)days prior to the end of the applicable Services Period of Your intention to renew su ch Services and You execute an order modific-ation or enter into a new order to renew such Services-The preceding sentence shall not apply if Contractor provides You with written notice no later than ninety(90) days prior to the end of the applicable Services Period of its intention not to renew such Services. 0 ra cle may suspend Your or Your Users'ac ce ss to,or use of,the Services if Oracle Lie lieve s that(a)there is a significant threat to the functionality, security, integrity,or availability of the Service-- or any content, data, or applications in the Services;(b)You or Your Users are accessing or using the Services to commit an Regal act: or (cj there is a violation of the Acceptable Use Policy. When reasonably practicable- and lawfully permitted, Oracle will pro-vide You with advance notice of any such suspension. Oracle will use reasonable efforts to re-estalzil ish the Services promptly after Oracle dete mi ines that the issue causing the suspension has been resolved'.Curing any suspension period, Oracle will ni ake Your Content(as it existed on the suspension date)available to You. A n y suspension under this paragraph shall not excuse You from You r obligation to make payrnents ginder these Cloud S TC s or Your order. If Oracle, the Contractor, or You breach a material term of Your order, including these Cloud STCs, and fails to correct the breach within K days of written specification of the breach,then .9 nonbreaching party may temiinate the order under which the breach occurred- If Contractor temiiinates the order as specified in the precediing sentence,You must pay within thirty(30)days all amounts that have afcpj--,' prier to such termination,as-,Nell as all sums remaining unpaid'for the Services under such order plus related taxes and expenses- Except for nonpayryient of fees,the nonbreaching parties may agree in their sole discretion to extend the thirty(3,D)day period for so long as the breachin g partly cont n9je s reasonable efforts to c u re the breach. You agree that if You are in default u nder Your order or Your contract(including these Cloud STCs) with Contractor, You may not use those Services ordered You may terminate the Contractor Your order at any time without cause by giving Contractor 30,-da,,-.'prior written notice,of such temiination- Termination of the Contract will not affect orders thatare outstanding at the tine of termination. Those orders will be performed according to their terryis as if the Contract and these Cloud STCs were still in full 11 force and effect- However,those orders may not be re n ewed or extended subsequent to terrnI nat on of the Contract. For a period of no less than SO days after the end of the Services Period of an order, Oracle will make Your Convent (a s it existed at the end of th e Services Period)available for retrieval by You. At th e end of such 60-day retrieval period, a n d except as may be required by law, Oracle wi 11 delete or othe nNise render unrecoveralz4e any of Your Content that rerrsains in the Services. Oracle's data deletion practices are described in more detail in the Service Specifications. Provisions in these Cloud STCs that survive termination or expiration of the Contract are those relating to liniitatron of liability, indern nific-atio n,payment and others whi c h by their nature are intended to survive. E. Fees and Taxes Fees paid for Services performed are non-refundable, except as pro-v ded in these Cloud STCs or Your order- Fees for Services offerings are invoiced in arrears of the service performance- Fees for Serwices listed in an order are exclusive of taxes and experses. 0-racle Cloud,Services US COMMUNITIESs Supplementall Terris and Conaidons v041818 P Ag".3 SERIAL 180233-RFP EXHIBIT D You agree a n d ack nowieclge that You have not relied on the future availability of a n y services,programs or updates in executin g Your order,however,the preceding does not redeve Oracle of Nts obligation during th e Services Period to deliver services that You have ordered per the temis,of these Cloud STCs. F. Nondliscl,osure By v rtu,e of Your order and these Cloud STCs,Oracle, the Contractor and You may disclose to each other hnformatio,n that is confidential ("Confidential Infon-natjon'.i- Conf dential infon-nation shall Lie limited to the temis and pricing under these Cloud STCs and Your order, Your Content residing in the Seriv zes, and all information clearly identified as confidential at the time of disclosure- A party's Confidential Information shall not include hnformation that: (a) is or becomes a part of the public domain through no art or omission of the other party, (bj was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly frorn the disclosing party; (c) is lawfulily disclosed to the other party by a third party without restriction on the disclosure;or(d)is independently developed by the other party. subjectto applicable law, Oracle, the Contractor and You each agree not to disclose each others Confidential Inforniation to any third party other than as set forth in the followings sentence for a period of five years from the date of the disclosing party's dis,cNDsure of the Confidential Information to the receivIng party;however,Oracle will protect the confidentiality of Your Content residing in the Services for as long as such information resides in the Services. Each party may disclose Confidential Infon-nation only to those employees, agents or subcontractors who are required to protect it against unauthonze-di disclosure in a manner no less protect ve than required' under these Cloud STCs, and each party may disclose the other party's Confldential Infon-nation in any legal proceediing or to a govennniental entity as required by lama. Oraclewill protect the confidentality of Your Content resident in the Services in accordance with the Oracle secu n'ty practices definedl as pat of the SeN��ze Specifications appi icable to Your order. The parties acknowledge and agree that You and these Claud STCs are subject to applicable freedom of information or open records law. Should You receive a request under such law for Oracle's Confidential Info,miation, You agree to give Oracle adequate prior notice of the request and before releasing Oracle's Confidential Inforniation to a ftird party, in order to allow Oracle sufficient tine to seek injunctive relief or other relief against Much disclosure. G. Protection of Your Conitent In order to protect Your Content prov died to Oracle as part of the prov siion of the Services, Oracle will comply with the folliowin g: a. the relevant Oracle privacy poNcies applicable to the Services ordered, available at and b. the applicable admInistrative, physizal, technical and other safeguards, and other appMcable aspects of system and content management, available at http-11--,wff,N-or,.gcle.c,oniiusicorpo,rated,contractslclo,u4d,-SeN,N cesrrndex.html- To the extent Your Content includes Personal Data (as that term is defined in the Data Processing ,Agreement), Oracle will furtherniore comply with the applicable version of the Oracle Data Processing Agreementifor Orucie Cloud Seniices(the"Data Processing Agree me nt'), unless stated otherwise In Your order- The version of the Data Processing Agreement applicable to Your order (a) Is available at http:#www.oracle.corn,?data processin gag reement and is incorporated herein by reference, and (b) will remain in fo,rce during the Services Period of Your order. In the event of any conflict between the terms of the Data Processing Agreement and the terns of the Service Specifications (including any applicable Oracle privacy policies),the temis of the Data Processing Agreement sbalil take precedence. Youare responsible for (a) any required notices, consents and!or authorizations related to Your provision of,and Oracle's processing of, Your Content(including any Personal Dataj as part of the Services,(b)any 0-racle Cloud ser-nees US CO-MMUNITIESs SUPPIeMentall Ternis and C0Mtiid031S v0418i8 PagR 4 SERIAL 180233-RFP EXHIBIT D secunvy vulnerabilities,and the consequences of Maack vulnerabilities,arising from Your Content, including any viruses,Trojan horses,-womis or other harmful programming routines contained in Your Content,and (c)any use by You or Your Users of the Seniices in a manner that is inconsistent with the terms of these Clou-d STCs. You may disclose or transfer,or instruct Oracle to disclose or transfer in writing, Your Content to a third party, and upon such disclosure or transfer, Oracleis no longer responsible for the securiti, integrity or confidentiality of such content outside of Oracle.. Uniesss otherwise specified. in Your order;including in the Service Specificatio,nsj, Your Content may not include any sensitive or special data that imposes specif c data security or data protection obligations on Oracle in addition to or different from those, specified in the Sereice Specifications. If available for the Seniices,You may purchase additional s�rvioees from us (e.g.,Oracle Payment Card Industry Compliance, Seniices) designed to address specific data security or data protection requirements applicable to such sensitive or special data You seek to include in Your Content. H1. WarTanfies, Disclaimers and ExclIusive Remedies For the sake of clarity, this is Oracles warranty; nevertheless, it shall be accessed by You through the Contractor. Orade warrants that during the Services Period, Oracle will perform Services using commercially reasonable care and skill in.911 rn aterial respects as described in the Service S pec if c-atio,n s. If the Serki c'e's provided to You were not perforrn ed as wa mantee cl, You:must pronipt y prov�cle written notice to Oracle that describes the deficiency in the Services (including, as applicable, the service request number notifying Orade of the deficiency in the Servioesj. ORACLE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT ORACLE WIILL CORRECT ALL SERVICE ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIIREMENJTS OR EXPECTATIONS. ORACLE IS NOT RESPONSIIBLE FOR ANY ISSUES RELATED TO THE PIERFORAMCNE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIIDED BY THIIIRD PARTIES. FOR ANY BREACH Of THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE'S. ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERINCES THAT CAUSED THE BREACH OF THE WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IIN A. COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFI1CjEnT SERVICES AND ORACLE WILL REFUND TO CONTRACTOR THE FEES FOR THE DEF11CIENT SERVICES THAT CONTRACTOR PAID TO ORACLE FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT,AND CONTRACTOR WILL IN TURN REFUND TO YOU THE FEES FOR THE DEFICIENT SERVICES THAT YOU PAID TO CONTRACTOR FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT, TO THE EXTENT NOT PROHIBITED BY LAW,THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED, WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALIITY AND FITNESS FOR A PARTICULAR PURPOSE. 11. Limitation of Liability IN NO EVENT SHALL YOU, THE CONTRACTOR, ORACLE OR ANY PARTY S AFFILIAITES BE LIABLE FOR ANY INDIRECT, INIC11DENTAL, SPECIAL, PUNITIVE, EXAMPLARY OR CONSEQUENTIAL DAMAGES,OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER YOUR ORDER), SALES, DATA, DATA. USE, GOODWIILL, OR REPUTAT11ON). CONTRACTOWS MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IIN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO CONTRACTOR FOR THE SERVIICES UNDER YOUR ORDER IN THE TWELVE 112) MONTH PERIIOD IMMEDIATELY PRECEDING THE 0-mile Cloud semaces Us CoMMUNITIESs Sllpple3ue3itall Terris and C0Mt1id031S v0418i8 PRER S SERIAL 180233-RFP EXHIBIT D EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOUR FROM CONTRACTOR UNDER SUCH ORDER. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND ORACLEWS AFFILIATES ARISING OUT OF OR RELATED TO THESE CLOUD STCS OR YOUR ORDER, WHETHER IN CONTRACT,TORT OR OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR THE SERVICES UNDER YOUR ORDER IN THE TWELVE -(12k MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABI1LIITY LESS ANY REFUNDS OR CREDITS RECEIVED BY CONTRACTOR FROM ORACLE UNDER SUCH ORDER. J. Intellectual Property Indemnif[cation If a third party makes a claim against You or Oracle('Recipienf-which may refer to You or Oracle depending upon which party received the Material,), that any inforrnaton, design, specification, instruction, software, service, data, hardware, or rn ate n al (collectively'Mate ii.al".i furnished by either You or Oracle +�'Provider which may refer to You or Oracle depending on which party provided the Maten.alj and used by the Recipient infringes the third party intellectua[property rights,the Provider, at the Provd,er's sole cost and expense will, to the extent not prohibited by law, defend the Recipient against the claim and indemnify Recipient fro rrs the damages,liable ties,costs;and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider if Recipient does the following- a. notifies the Provider promptly in writing, not later than 30 days after Recipient receives notice of the claim for sooner if required by applicable law); b. gives the Provider sole control of the defense a n d a n y settlement negotiations; and c. gives the Provider the information,authority, and assistance Proviider needs to defend against or settle the chains. Ifthe Provider believes or it is determined that any of the Material may have violated a third partys intellectual prope rtj rights,the Provider m ay choose to either m od ify the Material to be non-inf rin gin g(while substantially preserving its utility or functionality)or obtain a license to allow for continued use, or if these altemat,ves; are not commer6ally reasonable, the Provider niay end thie license for, and require return of, the appFcable Material and refund the fees the Recipient may have paid for such Matenal. If such return materially affects Orac le's ability to meet its,obligations under the relevant order,then Oracle may upon 3,0 days prior written notice, terniiinate the order- If such Material is third party technology and the terms of the third party license do not allow Oracle to terminate the license,then Oracle may, upon 30 days' prior written notice, end the Services associated with such Material and refund any unused,., prepaid fees for such Services. The Provider will not indemnify the Recipient if the Recipient(a.i alterthe Material or,use it outside the scope of use identified in the Provider's user documentation or Service Specifications,or(b)uses a version of the Materials which has been superseded, if the infringement chain' could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indern n ify the Recipient to the extent that an infringement claim is based upon M ate ii al not furnished by the Provider. Oracle will not indemnify You to the extent that an infringement clairn is based on third Party Content or any Material from athird party portal or other source,that is accessiible orrytake available to Your within or by the Services (e.g a social niedia post frorn a third party blob or forum,a third party Web page accessed via a hyperlink, marketing data from a third party data providers,etc. This Section JJ provides the parties' exclusive remedy for any infringement claims on darnages. K. Third Party Content, Services and Websites The Services may enable You to fink to, transmit Your Content or Third Party Content to, or otherwise access, third par-ties' web sites, platforms, content, products, services, and information ('Third Parties Services'). Oracle does not control and is not responsilote for Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services,and if Oracle accesses 0-racle Cloud Services US COMMUNITIESs SuppleMentall Ternis and COMdid031S v041818 Page 6 SERIAL 180233-RFP EXHIBIT D or uses any Third Party Services on Your behalf to facilitate perfornianzee of the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You,is authorised by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location,that transfer constitutes a distribution by You and not by Oracle. Any Third Party Content Orade makes accessiible is prove ded on an'as-is"and'as available'basis without any warranty of any kind. You acknowledge and agree that Oracle is not responsible for, and has no obligation to control, monitw,or correct,Third Party Content. Oracled"isclaims all liabilities arising from or related to TNrd Party Content. You acknowledg e that: (i)the nature, type, quality an d availability of Third Party Content may change at any tin,%,e during the Services Period, and (ii)features of the Services that interoperate with third parties such as Faoeboo,k" , Yo,uTube� and Twitter',., etc., depend on the continuing availabHiity of such third parties' respective application prog,ramming interfaces (APIs). Ora6e may update, change or modify the Services under the Contract,as a result of a change in,or unavailability of,such Third Party Content,Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terries for the Services, as cletemiined by Oracle, in its sole discretion, Oracle may cease providing access to the affected Third Party Content or third party serOc�s without any liability to You or the Contractor- Any changes to Third Party Content, Third Party Services or A?Rz, including their unavailability,during the Services Period does not affect Your obligations under the Contract,these Cloud STCs or the applicable order',and You milli not Lie entitled to any refund, credit or other compensation due to a n y such changes. L. Service Monitoring,Analyses and Oracle Software Oracle continuously monitors the Servio-es to facilitate Oracle's operation of the Services; to help resolve Your service requests;to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or app,Hcations in the Services; and to detect and address ililegal acts or violations of the Acceplabte Use Policy. Oracle monitching tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor,and does not address issues with, non-Oracle raft are provided by You or any of Your Users that is stored in, or run on or through, the Services- Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle's product and service portfolio, to help Oracle address deficiencies in its product and service offerings,and forlicense management purposes. Oracle may(i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated fomi for security and operations management, to create statistical analyses, and for research and development purposes (clauses (P)and (ii) are collectively referred to as "Service Analyses"). Oracle may make Serdoe Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. Oracle retains all in+tellectial property rights in Service Analyses. Oracke may provide You with the ability to obtain certain Oracle Software for use with the Services. If Oracle provides Oracle Software to You and does,not specify separate terms for such software, then such Orade Software is prov�ded as,part of the Services and You have the non-exclusive, worlclwiide, limited right to use such Orade Software,subject to the terms of these Cloud ScTCs and Your order(except for separateity licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms),solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose,and You are responsible for their compliance with the license terms. Your right to use Oracle Software will temiinate upon the earlier of Oracle's notice (by web posting or otherwise) or the end of these Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is govemed by the separate terms- Your right to use any part of the Oracle Software that is licensed under Oiracle Clond,SemdcesUS COMMUNITIESs SupplementatTernis and Conditions v041818 Page 7 SERIAL 180233-RFP EXHIBIT D the separate ternis is not restricted in a n y way by these C lowd STCs. M. Export Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Such export laws govern Your use of the Services;including technical data)and any services deliverables prov d,ed under Your order,and You and Oracle each agree to comply with all such export laws and regulations(including "-,,deemed export-"and "cleerned re-exporr- regulations). You agree that no data, inforrnation, software programs andlor materials resulting frorn Services (or direct product thereof)will be exported, directly or indirectly, in violation of these laws, or,will Lie used for,any purpose prohibited by these lawns inclradiing,without limitation,nuclear, chemical,or biological weapons.proliferation, or clevel,opment of missile technology. You acknowledge that the Services are designed with capabilities for You and Your l-lsem to access the Services without regard to geographic location and to transfer or otherwise move Your Content between the Services a n d,ether locations such as.User workstat ons. You are solely)responsible for the authorization and management of lJser accounts across geographic locations,as well as export control and geographic transfer of Your Conte nt- N. Force Majeure Neither You, Contractor, nor Oracle shall Lie responsible for failure or delay of perforniance if caused by- an act of war.,hostility,or sabotage;act of God;pandemic;electrical,internet,ortelecornmunication outage that is not caused by the obligated party;government restrictions(including the denial or cancelation of any export, import or other license:); or other event outside the reasonable control of the obligated party- All parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days,either Yo,u,, Contractor, or Oracle may cancel unperformed Services and affected orders upon-written notice. This Section does not excuse any party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obtigation to pay for th e Services. 0. Assignment Yo u rn ay not assign Your order or give or transfer the Services, or an interest in the Cervices, to another individual or entity- P. Other I. Oracle is an iinclependent contractor",ancleach partyagrees that no partnership,joint venture,oragenzy relationship exists betwween You and Oracle,or between Contractor and Oracle. 2- Oracle's business partners and other third parties, including any third partes with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Seri ces,are independent of Oracle and are not Oracle's agents. Oracle is not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts of any such business partner or third party,unless the business partner or third party is providing Services as Oracle's subcontractor on an engagement ordered under these Cloud STCs and, if so, then only to the sarne extent as Oracle would be responsible for Oracle's resources under these Cloud STCs. The Contract (including these Cloud STCs) and Your order is entered exclusively between You and the Contractor. While Oracle has no contractual relationship with You, Oracle is a thitird-party Lie nefi,d ary of the Contract(i nc lud ing these Cloud STCs a n d Your order. 3- Any notice required under your order shall Lie provided to the other party,and Oracle,in writing. Oracle may give notices applicable to 0 racle's Services c u stomers by means of a general notice on the Oracle portal for the Services, and notices spec ifi c to You by electronic mail to our e-mail address on record in 0 rac le"s accou n t information or b,y wd tten conini unl cation sent by first class mail or pre-paid post to Your address on record in Oracle's account inforniati on. Oracle Cloud Semdees US COMMUNITIESs Su,pplenientall Teriiiis and Conditions v041818 Page 8 SERIAL 180233-RFP EXHIBIT D 4- If any terns of these Cloud STCs is found to Lie invalid or unenforceable,the remaining provisions wA remain effective and such term shall be replaced with another term consistent with the purpose and in tent of these Cloud STCs. 5- Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form,arising out of or relatinig to these Cloud STCs may be brought by any party more than two years after the cause of action has accrued- 6. Pnor to --ntedng into an order governed by these Cloud STCs, You are solely responsible for determining 'whether the Services,meet Your technical, business or regulatory requirements. Oracle will cooperate with Your efforts to determine whether use of the standard Services,are consistent with those requirements. additional fees may apply to any additional rrk performed by Oracle or changes to the Services. You remain solely responsible for Yo u r regulatory com plian ce in connection with Your use of the Services. 7- Upon forty-five (45)days written notice and no more than once every twelve (12)months, Oracle ryiay audit Your compliance with the temis of these Cloud STCs and Your order. You agree to cooperate with Oracle's audit and to provide reasonable assistance and access to infbrmation. Any such audit shall not unreasonably interfere with Your normal business operations. Oracle shall comply wlth reasonable security and safety rules, policies, and procedures ('secunt3 rulesl whHe performing any such uch audit, provided that(i)such security rules,are applicable to the perforniance of the audit; (iij You make such security rules available to Oracle phor to the commencement of the audit; and (iii) such security rules do not modify or amenid the terms anid conditions of these Cloud STCs or the applicable order(s). You shall be responsible for paying the additional fees related to use of the Services in excess of Your ngbts.. 8- The Unifomi Computer Transactions Act does not apply to these Cloud STCs nor any order placed pursuant to them. 9- The extent to which an Oracle product is,prior to any custornizations,capable of providing comparable access to incliivduals with disabilities consistent with the applicable provisions,of the Architectural and Transportation Bardiers; Compliance Board standards,set out in 36 CFR Part 1194(known as 'Section 50&')effective as of June,2301,orthe Revised version in AppendixA(known as'Revised Section 508') effective as of January,2018 and the Web Content accessibility Guidelines 11WCAG)version 2-0 level AA,respectively,is indicated by the dependencies, comments.and exceptions(some of which may be significant,if any)noted on the applicable Voluntary Product Accessibility Templates(V?,,L4T)available at www.oracle.comigi sic orporatelacc e ssibil'itj for each product,when they are used in accordance wrth Oracle's associated documents and other written information, and provided that any assistive technologies and any other products used-with them properly interoperate with therm. In the event that no VPAT ws available for a particular Oracle product, please contact the Oracle Accessibility Program Office at accessible roar cracle.corm. In some cases,,the outconie maybe that a product is'Still being evaluated'for accessibility, may be scheduled to meet accessibility standards in a future release, or may mot be scheduled to meet accessibilitystandands,at all.Oracle,customers may call Oracle Support at 1.800..223.1711. Hearing-impaired customers in the U-S. who wish to speak to an Oracle Support representative may use a telecommunications relay service (TR). Information about the TRS is available at http jPwww.fcc.g o,.,!cgb)consumerf act sArs.htn7il,and a ftstof telephone numbers is,available athttps-.It-w,�vw.fcc.g,oy,!generalftele,co,n,imu,nicatons-relay-ser-eic�s-directory. International hearing- irnpairedcustornears should use the TRS at+1.605.224.1837.An Oracle Support engineer will respond to technical issues according to the standard servicee request process. Oracle cannot make any commitments about future product directions, including plans to address accessibilityrorthe availability of VPAT9. Product di,rection remains at the sole discretion of Oracle. No other terms, conditions, statements or any other such representations regarding or,related to accessibilivy shall apply to the Services provided under these Cloud STCs. Oiracle Clond,Semdces US COMMUNITIESs Supplemental Ternis and Conditions v041818 Page 9 SERIAL 180233-RFP EXHIBIT D 10. Intem et Protocol version 6 (1 Pv&i. Prior to an y custom izations,the 0 ra cle prod u ct(s)and services-:Ito be delivered pu rsua n t to the Contract are capable of accommodating Internet Protocol version 6(1 Pv() solely to the extent defined and noted in the relevant 1)rod)j-.Uqer-.,ic,-- documentation available at oracle.corn. Please note that such capabilities are subject to the dependencies, comments and exceptions (some of'Mich may be significant, if any)noted in such documentation, and require that Oracle product(s)and service(sj are used in accordance with Oracle's associated documents and other written information and that any other products properly intemperate with them- If no relevant prod u ctfservi ce documentation is found addressing 1Pv,6,then Oracle makes no representabons as to the capabilities of the prod ucYse rvice in question to accommodate IPv6. Oracle cannot make any commitments about future product directions, including clans to address IPv6- Product direction remains at the sole discretion of Oracle. No other terms, conditions,statements, requirements or any other vu ch representations regarding or related to I Pv,6 shall apply to the 0 ra clee products and seervi ce s to be delivered pu rsua n t to these C loud STC s. 11. If any document incorporated by refe ren ce into these Cloud STC s contains a provision (a)allowing for the a utoryi atic termination of Your Services;or(b)allowing for the a utorn atic renewal of Services an d1or fees,then such temis shall not ap,ply- O-racle Cloud.Ser-vices US CO-MMUNITIESs Sl1ppleMe31tall Teimis and COMtiidD31S v041818 Page 10 SERIAL 180233-RFP EXHIBIT ORACLE 14ARDW nvETE riTC AND GOND4 ON- EXHIBIT E ACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITION 041818 THIES ORACLE HARDWARE, PROGRAMS AND SERVICES US COMM UN, IIES Q`USCr") SUPPLE ENTAL TERMS AND CONDITIONS("HARDWARE STCs") SHALL APPLY THE ORACLE HARDWA PROGRAMS ANDf R SERVICES THAT YOU ORDER FROM THE CO TRACT KOLDER JHE `COt R.ACT R"j THESE HARDWARE STESSHALL TAKE PRECrE NCE OVER ANY CONFLIC;TIN TERMS 1N ANY HOH-ORACLE ORDER OR ORDERING DO- MENTION. THESE HARDWARE S C S ARE CONSIDERED PART OF THE SCHEDULE OF S PLIESISERVIICES IN YOUR ORDER T THE CONTRACTOR. A. Definitions "You" and 'Four' re Ito the ordering activity that has ordered pro cams,hardware and.for services from an authorized list ,datsr('Contractor)u.nderthe contract. The terns"sandillary progra s" refers to thin; party materials s , cified in the program documentation which nay only be used fort pdarp ses of installing or operat g the programs with which the ancil'lanr programs care dehvered;. The term"contract"refers to the G ;tractor's US Comm ities contract_ The term'integrated software-"is defi d as software mbed-ded in the hardware which cs essential to hardware functionality(e.g.,firrmwarej. The term Integrated software options'refer to ft-ware or propgranwrnalxle code ermLxedded in,installed on,or activated on the hardware that requires e or more unit licenses that You must separately ord'er- Such separate o d'er mill set forth the fees for ,integrated softwuare options You;are ordering. Not all hardware contains integrated software opti s;p ase refer to the Ora6e Integrated Software Options License Definitions, Rules and Metrics accessi, at hft:froracle.condcontracts (the ":integrated Software Options License Rules")forth specific in- rated software options that may apply to specific hardware- C1racie reserves the rigght esignate new ftware features as integrated software options Iin subsequent releases and that de :gnation will be sp ified In the applicable documentation and in the Integrated Software Options Li nse Roles. The term "-operating system' r ers to the software that ma , ges hardware for programs and other software. The terns"products:'refe o prograrns,hardware,integrated soft* re and operating system. The term "program d cumentation" refers to the program user m ual and program installation nianraals. The team"progra s' refers to the software products,owned or distributed Is Oracle which you have ordered, includ g program docurmentateon, and any program up-dates acq ired through technical support. The term" noces"refers to technical support ser�`wce:s which you have ordered - The to "ha rdware°'refers to the hardware eq,uwprment,includsing components,options a .spare paths. The tems 'hardware documentattion" refers to the hardware specifications, user ma als, and iin allaton manuals. Hardware docurmentatlon is delivered with the hardware andlor provide online.. nicl,e Edardv-qrt li Communities Supplemental,Ttr ; and Conditionsx-441818 �" SERIAL 180233—RFP EXHIBIT E Hardware Compositions Your hard ware ;girder consists of the following items operating system (as defined in yjon onfigarration) integrated software and all hardware equipment (including components, options d are parts) specified on the applicable order. The hardware e;luipment or parts of it may be n �r Ilik e°uw•. Ce Right Granted Upon C tractor's acceptance of yourr order,you have the non-exclusive,non-assignable oyalty free, perpetual nleshs otherwise specified in your order with Contractor),Iirr'ited nigh to us e programs and receive nyr services You ordered solely for your internal;ordering activity operat ns and subject to the terms these Hardware STCs, including the C,racle License Definitions an ul s, the;girder, the contract an the program documentation. You may allow your agents and co ractors(including without limitation, utsourcers)to use the programs for this purpose and you ar responsible for their compliance with th e Hardware STCs,including the Oracle License Gefinitio and Rules,the;girder, the contract and the rogrami documentation in such use.For programs tha re specifically designed to allow your custone ,and supplier: to interact with you in the furth,eran of your internal business- operations, such use is owed. You have the right to use th operating system delivered with the Ina r ware subject to the terms of the license agreement(s)delivere with the hardware. Current versio of the license agreement(s)are located at http:Moracle.cormfcon cts. You are licensed to use th perating systen and.any operatirng system updates ac,q,uire,d through chnical supportonly as incur rated in,and as part of the hardware- You have the Irmited, non-exclusiv , royalty free,, non-t nsferable, non-assignable right to use integrated software options that You s arateiy order su ect to the terms of these Hardware STCs, the applicable documentation and the tegrated So are Options License Rules, the Integrated Software Optrons License Rules are into rated in, id made a part of these Hardware STCs. You are licensed to use those integrated softw e opti s and any integrated software options updates acquired through technical support only as ij' o, rated in, and as part of, the hardware,. To fully understand Your license right to any integrated ftware options that You separately order, You need to review the Integrated Software Options Lic n Rule s_ In the event of any conflict between the Hardware STCs and the Integrated software sptro License Rules,the Integrated Software{options License Rules shall take precedence. You have the limfited, non-exclusive, yralty free, non- shsignable right to use integrated software delivered with the hardware subject to e terns of these H dware STCs,including the Dracle License Definitions and Rules the order,the ontract and the progra documentation. You are licensed to!use such integrated software and any' tegrated:software updates cquired;through technical support only as incorporated in, and as part the hardware. The operating systen andlo, integrated software nay include sep to works;, identified in a readnie file notice file,or the apple Iedocumentaion,which are licensed un +r open source orsinilarlicense to=m's; Your rights to us the operating system and integrated softw e under such terms are not restricted in any way h these Hardware STCs. The appropriate terms a --nciated with such separate works c.an be found:ii he readme files,notice files or in the documentation .companying the operating systen and integra - software. For CPL 2, Lh Lv2.1, GPLv3 and LGPI-va licensed'code received by you a binaries on physical! media, if you would like to receive a copy of the source code ('source code") media via pohstal'. service, s met your written request at <http:fposs.oracle.compsys.tems-op sourcecod'e :a, Itemativ :y,you can marl your written reclues.tto Oracle Corporation,Attn-, VP of Leg, i, Development and En eering,,500 Oracle Parkway, MS-5OP10,Redwood:shores,CA 94 65. Your quest should includ the name and version number of the product,your name,your company nave(I applicalo[e), your eturn mailing address, and your enaill address. Certain source distributions requir a fee for ph, ical media,. Should this be the ease, you will be sent details on the cost and payment p cedure email:. Your request must be sent within three(3)years of the date of Oracle's last delive of the rwle Hoirdixare UIS Communities Supplemental Term,,--, and,Conditions v041818 SERIAL 180233-RFP E HIBIT E Ipplicable product. Thrill ,offer only applies if you received your operating system anddor inte+g�rat ft ware on physical media. 3� The ardrare shall be installed in the country that ;you specify as the delivery location your punch: iing document or when your purchasing document does not indicate a ship to add ss, the location pecified in the order- D. Ownership and Restrictions Oracle or its Ii ensors retain ail ownership and intellectual property rights to the progrca. ,the operating system, and in grated software. Oracle or its licensors retain all intellectual', pro ray rights to the hardware_ Oracl retains all ownership and iintellect.ral property rights to anything veloped by Oracle and delivered un,d your order resulting from services. Unless otherwise sta d in your order with Contractor, title to rdware, excluding the operating system, integrated are and any ,ether programs, and eilstc o boss or damages to the hardware will pasha fromlrcacle upon deliveryin accordance wwith fhe eel 'want Incotemss 2010. Title to and ownership of t programs, the operating srsterri and integrated u� wrare shall not pass to you or to a third partj, the to and ownership of the programs,the op=erating s tem and integrated sere shall) remain° ith Oracle. You mayn'ake a sufficient number of copies of ach program for your licensed use and e copy of each program media. Third party technology that may';e appropriate or necessary foe ase with sonse Oracle programs is specified in the program documen tion or readnie fifes or noti ffle:s. The parties acknovdedge that the terms of the contract or these H dwware ST=vs do not appl, to such third party technology. The hardware is not specifically design ,manufactured, intended for use as parts, components,or assemblies for the planning construction, maintenance r operation of a nuclear fadi ty. Use of the hardware for these purposes is prohibited. You acknowledge that to operate certain h rd ire your faciihty must meet a minimum set of requirements as d'eschibed in the hardware d'ocu entation. Such requirements may change from time to time,as communicated by Oracle to you in t 4, piicalbte hardware documentation. You may not: 33 • use the programs in a rental,tuns haring,subscn on service hosting or,outsourcing capacity; • remove or moo"ify any pr,ogran or hardware mark in or any notice of 0ra6e's or its Iicensors' proprietary rights; • remove any copyright noti s or labels on the operatng yrstens or integrated softwcare; • make the programs, op rating system, integrated so re or materials resulting from the services available in y manner to any third party for+,base in the third p:artjs business ,operations (unless ch access is expressly permitted fo'. the speecific program license, ;operating system,i egrcated'software or materials from the se ices you have acquired); • cause or pemiit r .terse engineering (unless required by law for'nteroperability), cl;sa:shsermblyr or decompiilati i of the operating system, integrated software, r proograms (the foregoing prohibition in des but is not Iirmited to revi,eww,of data stnact�,ares or imilar materiels produced by program: .,operativg system or integrated software; • make co -s of the operating system or integrated software except f o archival purposes, to replace defective copy,or for program .$erif.cation; or • disclo results,of any program anddor hardware benchmark tests. E. WarTiand , Disclaimers and E:%)ufulsile Remedies For the fae of clantyr,this is the Oracle manufacturer's wwamanty;nevertheless,it shall lei accessed by you th ugh the Contractor. Or cle°warrants that a program Iicensed to you wwilI operate in all material respects as d'es hii. d in the plicable program documentation for one year from delivery(i.e.via physical shipment or el. tro is Grack Hoirdn-grt US Corn uzniti4,Supplemental,Tr`e ;-.and Conditions V041818 Page SERIAL 180233-RFP EXHIBIT E *reload.'i- You must notify Oracle of any program warranty deficiency within one year,from delive ACLE DOES NOT GUARANTEE THAT (i) THE HARDWARE PRODUCTS, fH) OPERATI G Sy TES AND INTEGRATED SOFTWARE, AND (iii) THE PROGRAMS MILL PERFORM ER R- FRE OR UNINTERRUPTED,OR THAT ORACLE WILL CORRECT ALL HARDWARE PROD CTS, OPER TIING SYSTEM AND INTEGRATED SOFTWARE,AND PROGRA.M ERRORS. S F Y R P E T E C E R L M 0 T E R A U D '4S I Y T S T E Oracle proides a limited warranty('Oracle Hardware Warrant/')for(i)the hardware,(V)t operating y- ent, rat tj,� ly, y el syrstern and e integrated software and the integrated software options,and(iiii)the op ting system media,the in rated software media and the integrated software options medlia ('rn is",and (i i, (ii.1 "C and (iii)coffecti, ly,"Hardware ltems.'.i. Oracle warrants that the hard ware,-,Mll be from,and iising the operating sy em and integrated software and integrated software options , 'I not cause in the hardware, mteria Vefe,cts. in rn ate nals and workrn ansh ip for on e year from the ate the h ardwa re is delivered to you. Cr c e warrants that the media will Lie free from material d ects in materials and w -mans,hip for a-T d ork e"' of 90-dayss from the date the ryiedia is delivered to o,u- You may access a More detailed escription of the Oracle Hard, are Warranty at httpJ1www.oracle.ccnVus, upportlpolicieslindex.html ("Warranity Aleb P e"). Aniy changes to the Oracle Hardware Warranty -pecified on the Warranty Web Page Will,n t apply to hardware or media ordered prior to such change. The Oracle Hardware Warranty applies my to hardware and medla that have been (1)manufactured b or for Oracle, and (2) sold by Ora (either directly or Ley ran Oracle- authorized distributor). The hiard are may be new or fl;lke new- Th Oracle Hardware Warranty applies to hardware that is new and hardw e that is like-new which has een remanufactured and certified for warranty by Oracle. Oracle h ardwa re products may be new like new. The Or le H ardware W arranl�y applies to hardware prod u cts that are new and h ardwa re pro cis that are li -new which have been remanufactured and certified for warranty by Oracle. You may access a more detailed d crr ion of the limited hardware warramy at http:;Iww,N.oracle.conitusisuppor-Upoliciesiindex. , I ""the warranty web page"). Any changes to the hardware wa nranty detai Is specified on the wa rT n %veb page wil I not apply to h ardwa re ordered prior to such change. Parts or components which are replaced nder the ap, linable warranty may not Lie new. Title in all defective parts which are removed from hardware u n e r applicable warranty shall tra n sfer back to Orac le. No warranhy will apply to the hard , re products,operating sys, m, integrated software or,media which has been: i. modified, altered or, dapteed without Oracles wntten c sent (inclu&ng modification or removal of the Or .. le!Sun serial number tag on the harrdwli e); ii. maltreated or use in a manner other than iin accordance with he relevant documentation; Hi. repaired by any ird party in a manner-which fails to meet Orac 's quality standards; iv, improperly ins lied by any party other than Oracle or an authorze Oracle-certifiedinstallation p paart ; "it ner v. used with quipment or software not covered by the warranty,to the xtent that the problems are att litable to such use-, vi. relocaa cl,to the extent that problems are attributable to Much re locat on; vii. usee ,iirectly or indirectly in supporting actrvlties prohibited by U.S. or of er national export r ulations, ed by parties appearing on the most current U.S.export exclusion list IIn x" elocated to countries subject to U-S.trade embargo or restrictions; x used remotely to facilitate any activities in the counties referenced in (viiii)and (ix. above,or purchased from any entity other than Oracle or an Oracle authorized reseller. Gracle Hqrdn-qrt U'S Communiti4s,Supplemental Ttrms and,Condid-ons,v041818 P-7 SERIAL 180233-RFP EXH I BIT E Hard li,s 0 rac.le H ardwa re`'arrant does not appfy to normal wear of the ha rdware products or media. Thd 0 Or-c le H ardware W arranty is extended on ly to the original purch asser or origin al lessee of thehard re 'r pro ct and may be void in the event that title to the hardware product is t . nsf ed. Oracle , so warrants that services will be provided in a professional manner consistent with ndurtry standard You, muist notify Oracle of any services warranty deficiencies within K ays from perfornian .of the deficient services. To the extent ot addressed in, your order for the Hardware Products and rnedi to which this Oracle Hardwa Warranty applies,the following Limitations apply- NEITHER ORACL NOR YOU WILL BE LIABLE FOR ANY INDIRECT, INC ENTAL, SPECIAL, PUNITI1VE,ORCON QUENTIAL DAMAGES,OR ANY LOSS OF PROFITS, EVENUE,DATA,OIR DATA USE ARISING UT OF OR RELATED TO THIS WARRANTY H EVER THEY ARISE, WHETHER IN CONTRA T OR TORT,OR OTHERWISE. YOUR EXCLUSIVE REME AND ORACLE'S ENTIRE LIABILITY F BREACH OF WARRANTY SHALL BE: JA) THE REPAI OR, AT ORACLE'S OPTION AND PENSE, REPLACEMENT OF THE DEFECTIVE PRODUCT, R IF SUCH REPAIR OR REPLA MENT IS NOT REASONABLY ACHIEVABLE, THE REFUND F THE FEES PAID TO 0 ACLE FOR THE DEFFECTIVE PRODUCT., OR 113) THE REP FORMANCE OF THE FICIENT HARDWARE-RELATED SERVICE OFFERINGS; C ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMER-MILLY EASONABLE At dER, YOU MAY END THE DEFIICIE14T HARD WARE-RELATED SERVICE 0 ERINGS AND ECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT HIARDW RE-RELATE SERVICE OFFERINGS. TO THE EXTENT NOT PROHIBITED BY LAW, THESE W RANTIE ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTI S OR, ONDITIONS 1114CLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AlNESS FOR A PARTICULAR PURPOSE. F. Technical Support Technical support consists of annual technical u p o services you may have ordered or will order for the programs andfor hardware, including s port run -als.. Support must be ordered pursuant to a valid End User License Agreement such 11 these Hlard are STCs.With respect to technical support for software products, bug fixes,securit, mes and any u ates received shall be provided under the terms of the licenise,agreement that Yo accepted upon ord ring the programs. If ordered, annual technical suppo (including first year and I subsequent years) for programs is provided under Oracle's techn,ic.a upport policies in effect at the inie the services are provided- The technical support policies, into,, rated herein, are subject to char eat Oracle's-J,iscretio,n"ha%,ever, Oracle policy changes willl n result in a material reduction in It level of services provided for supported programs during eperiodforwhichtechnicalsupporthasb enordered. Youshouldreview the polides prior to ented, •g into an order for the applicable services. You may access the current version of the technical pportpolicies at http:Y,www.oracl;e.corMiius,;s,up rYpoliciesfindex.ritnil- The technical support podc' s state that, "global customer support services and ystems are not designed to accommodate sp ial security controls that may be required to store or rocess certain types of sensitive data."Ac rdingly, as stated in the technical support policies,, You a ree not to sibmit any health, payryient ,rd, orother controlled or sensibve data that require protectio greater than those specified in the r-acile Global Customer Support Security Practices to Oracle as art of any service request. Soft are Update Li en se&Support(or any successor technical support ring to Software Update Liz se & Support, "SULS'") acquired with your order may be renewed: an ally through a reseliller t t is expressly authorized to distribute support renewals. The order with ontractor will specify , ur SULS fee for the first renewal year should you renew BULB for, the Sam number of lio-ens for the same programs as contained in the original order; the fee for SULS for e second rene, al year willl not increase by more than 4%over the phoryear's fees.. If you elect not to urchase to n ical support at the time th at the program is ordered,then you maybe required to pay reinst, ement f -sin accordance with Oracle's technical!support pokles in effect at the time of reinstatement ' you TFINCle.Hoard-rrqra 771S Commuuiti -,Supplemental Terms and,Condid-on,;041818 =F. SERIAL 180233-RFP EXHIBIT E circle to purchase technical support at a later date. Technical support for program s is effe ctve upo, sh me nt of tangible niedlia or upon the effe ctve date of the order if shipment of tangible le media is req led. If order i , Oracle Hardware and Systems Support (including first year and all subsequent ars) is provided ncler Oracle's Hardware and Systems Support Policies in effect at the time the se 'ices are provided. ' u agree to cooperate with Oracle and provide the access,resources.,matenal personnel, information, nd consents that Oracle may require in order to perform the services The Oracle Hardware an Systems Support Policies, incorporated herein, are subject to cha eat Oracle's 0 a discretion; how- er, Oracle will not materially reduce the level of services provided' wring the period for which Oracle rdware and Systems Support has been ordered. You should 'view the policies prior to entering into n order-You may access the currentversion of the Oracle H. -ware and Systems Support Policies at http;i,,www-oracle.conitusisup,portlpo,lici--s,?ind,e.x.html. T ie technical support policies state that,"glo I customer support services and systems are not ignedtoaccommodate special security controls hat may be required to store or process certai types of sensitive data." Accordingly, as stated in t technical support policies, You agree not to ubmit any health, payment card, or other controlled or nsitive data that require protections great than those specified in the Oracle Global Customer Supp rt Security Practices to Oracle as part any service,request. Oracle Hardware and Systems S port acquired with your order ay Lie renewed annually through a reseller that is expressly authoriz to cli;sthbute support rene, GIs. The order with Contractor 'will specify your Oracle Hardware and -stems Support fee for t first renewal year should you renew Oracle Hardware and S rste ms Suppo or the same systems nd sarn e config,urat ons as contained in the original order;your Oracle Hardware nd Systems Sup rt fee for the second renewal year will not increase by more than 4% over the prior ars fees. If elect not to purchase technical support at the time that the hardware is ordered, t n you ni be required to pay reinstatement fees in accordance with Oracle's technical support . icier i _ffect at the tme of reinstatement if you decide to purchase technical support at a later date. T. h ' al support for hardware is effective upon delivery of h ardwa re or upon the effective date of th e ord- f shipment of hardware is not required. Invoices for technical support services shall b sub itteed by Contractor on a quarterly basis (unless otherwise specified'in the order) after the co pletion o such period. Notwithstanding anything in Oracle's to nical support . licies or Oracle's Hardware and Systems Support Policies to the contrary, you ry y discontinue sup rt at the end of any current support term and,at any time thereafter, reinstate pport by executln g a order for such services with Contractor. If you decide to rein state such supp rt,you rust pay a re insta me n t fee. The reinstatement fee shah) I be the amo u rit that wou Id have b n paid by the ordering activit r the past support period had such support not lapsed. In addition t the reinstatement fee desc dbed i the preceding sentence,you mu st pay the support fee for the ne r support period quarterly in arrears i accordance with the order.TNS technical support fee for the -ew support period is com puted as fooll - ; (i)if support lapsed,then the support fee for a twelve n nth support period shall be the last annu support fee you paid for the releva n t program and)or ardware system; (i i)if you never acquired c 'r q u ired tech 'cal support for the releva nt ' c'program andior hardw e system, then the annual support fee shall b e th fee that would have been charged if support h been ordered originally for the relevant program an . r hardware system per Oracle's Support , ing policies in effect at the time of reinstatement- Ren I adjustments ray be applied to the an al support fee described in(i.i a n d(i i);above. C Intellectual operty Indemnifir-ation If someone sakes a claim against you or Oracle ('Recipienf- which may refer t you or Oracle depenclin upon which party received the Material) that any information, design, specificaton, instnict , software, data, hardware or material ("Material') furnished by either y or Oracle ('Prov er'which may refer to you or Oracle depending on which party provided the Maten 'and used byt Recipient infringes its intellectual property rights(incl,ucling U.S-or foreigin patent,trail lark and co right), the Provider will indern nify the Recipient against the claim to the extent perrr,itted law if Recipient does the following; made Hoird-n-qrt UIS Communiti4s,Supplemental,Ttrms and,Conditions v041818 Page SERIAL 180233-RFP EXHIBIT E 4, notifies the Provider promptly in writing, not later than 3,0 days after the Recipient receive notice of the claim; 4, Gives the Providercontrol of the defense, with input from Recipient, and any settle ent negotiations;and 4, Gives the Pro-vder the information,authohty, and assistance the Provider needs t defend against or settle the claimr n n G G 0 0 e gc 0 t" t t a th e h t f 0 t e e h 0, e e P s settle r c 0 t r 0 a t. 0 "'a "es If the Proved, believes or it is determined that any of the Material may have violatedd s ieone ells d rty rights In t I 'ree Prove intellectual pr erty rights, the Provider may choose to either mocltfy�the Material to non-infring�ing awhile su bstanti ly prese rvin g it-, utility or fu n ction ality)or o,Nain a license to allow r continued use, or ff these aIttenna'ves are not commercially reasoriabl,e, the Provider rnay end e license for, and require return of, t apiallcable Material- If you are the Provider and such re rn materially affects t C� ability I , t Contractor's ability to ieet its obligatio,ins under the relevant order(e-g., inipaii Contractor's ability to pe rfomi due,to a work Cement,schedule or cost im pact),then Contractor y,at its option and upon or writt , in 0 30 days on) e io e request terniinaton of the order. . The Pro, Ider will not indemnify the Recipient if the Recipient- Iters. the Material or uses it outside the s pe of use identified in the Provider's user docunienta nor if the Recipient uses a version of e Materials which has been superseded, if the i nf ringeme claim could have bee n avoided b y u g an unaltered current version of the Material which was provi d to the Recipient, or if th e Recipe nit con ti n ues to use the appli cable t ro''n 0 vI r "'a' d t' �r' f 0 th e h 0 Material e the m the 'R R e 'd e n er a h c a Material after the end of the licen to u se that Material-The Pro, der will not indemin ify the Rec pent to the extent that an inf nin ge ment c 11 is based upon any inforni ion,design,specification,instruction, �1 software, data, or material not furnis,", by the Proacle r. Or le will not indemnify you to the extent 't_ ' , 1, that an in fringement claim�s based up the com biri abon of ny Material with any products or se rvi ces w not provided by Oracle. Oracle wil I not e nin ify you for' hin gern ent ca u sed by your actions ag ain st any third party if the Oracle program(s)as elivered to- u and used in accordance with the terms of the order a n d these Hardware STCs would t othe se infringe any third party intellectual property Y'to rights. Oracle will not indemnify you for any ng,e ent c la im that is b as,ed on::(11 a patent that you were made aware of prior to the effective dat your order with Contractor (pursuant to a claim, demand,or notice 11;or(2)you r a ct ons prior to th ffective date of your order with Contractor. Notwithstanding the pro-visions of the parag ph a , -- and with respect to hardware only, if Oracle believes or it is cleterniiined that the hard- re (or po ' n thereof] may have violated a third party's intellectual property rights, Oracle may oose to eithe' eplace or niodify the hardware (or portion thereoO to be non-infhingirig,"while sub ntial ly prese Ni,ng' s u ti lity or functionality)or obtain a right to allow for continued use, or if these al matives are not corm rcially reasonable, Oracle n1jay remove the applicable hardware for portion ereofj and refund the ne ookval:ue. In the event that the Material Separately Licensed Third P. Technology and the associated Separate Terms do not allow -irmination of the license, in lieu of- ding the license for the Material, Oracle may end the license r, and require return of, the program ssociated with that Separately Licensed Third Party Tec ology and shall refund any program licens fees You may have paid to Oracle for the program for claims related to ardwa re, if you are a current subscriber to Oracle tec ical support services for the operating syste (e.g., Oracle Prem ier Support for System s,Oracle Pre nii Support for 0 peradin g Systems or Ora Linux Premier Support), then for the period of time for ich you aretwere a subscribertoth applicable Orac le tech N ca I su pport services(I)the ph raise"Marteri "under this section shall include ie operating system and the integrated software and (N)the phrase - ogrannfs)"in this section is r laced by the phrase 'program(s) or the operating system or integer , d software as applic abll ' (i.e.,Oracle will not i inde,nin ify you for yo u r use of the ope ra ting syste ni a for integrated softwwar when you areANere not a subscriber to the applicable Oracle technical supp , sere" cees). ftotaai standing the foregoing,with respect solely to the Oracle Linux operating system' 0 rle will not incle nifty y part you for Materials that are not pa of the Oracle Linux covered files as at h .:.R"www.oracle.coniPlis�supporUli,,brar,(Ienterp,rise-li:nux-indemnifi�catio,n-D69347.p,-d,f. v041818 Page SERIAL 180233-RFP EXHIB17 E its section provides your and Oracle's exclusive remedy for any infringement claims d\1nages. e H1. NEIT R PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUP IIVE, I OR C JSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVEt4UE, DATA, 0 DATA USE. C 4TRACTOR'S IMAXIIMUM LIABI1LIITY FOR ANY DAMAGES ARIS11UG OU OF OR RELATED TO AN ORDER ISSUED PURSUANT TO THESE HARDWARE STCs, W ETHER IN T CONITRAC R TORT, OR OTHERWIISE, SHALL BE LIIMITED TO THE A! THE FEES YOU PAID C ITRACTOR UINDEIR THE RELEVANT ORDER, AND IF SUCH DAM GES RESULT �I NP FROM YOUR SE OF PROGRAMS, HARDWARE. OPERATING SYSTE , INTEGRATED SOFTWARE OR",$ERVICES, SUCH LIABILITY SHALL BE LIMITED TO TH EES YOU PAID CONTRACTOR IP�R THE DEFICIENIT PROGRAM, HARDWARE, OP ATN IG SYSTEM, INTEGR.4 WARE OR SERVICES GI1VIt4G RISE TO THE LIABI1LI1T 11. Other 1. You may not assign oral ors or give or transfer the programs,the o rating system,the integrated software andfor any serve es or an interest in them to another in rvidual or entity. If you g ra,nt a security interest in the grog ms,the operating system,the inter aced software and)or any services deliverables,the secured pa has no right to use or transfer e programs,the operating system, the integrated software and.R'o any services deliverables and if you decide to finance your acquisition of hardware, progran and,tor any services ,y a will follow Oracle's policies regarding finanicingwhich care athttp-lioracle. onvoontracts. Thef egoing shall not Lie construed to litrnit the rights you may otherwise have with aspectto the Liln operating system, third partly technology or separate works licensed under ope source or.;In ar license terms. 2. In entering into an order under the contra t, you gree and acknowledge that you have not relied on the feature availability of any hardware, p 9 ni or updates. However, (a) if you order technical support,the preceding sentence does not rei ve Oracle of its obligation to provide such technical support under the relevant order, if and wh , vailable, in accordance with Oracl;e's then current technical support policies, and (b)the pr eclinii sentence does not change the rights granted to you for any prog ra ni licensed under the raer, per e terms of these Hardware STCs. 3. Accessibility The extent to which an Oracle duct is, prior to - y customizations, capable of providing comparable access to individual with disaUihties consis nt with the app,hcable iarovusiions of the Architectural and Transportatio BarrersCompliance Boar standards setoutin 3&CFR Part 1194 (known as'Section 50a')e - hie as of June, 2001,or the r vised version in Appendix A (known as 'Revised Section 50a", effective as of January, 2018 a a the Web Content Accessibility Guidelines(1.1VCAG)versii 2-O level A.A,respectively,isindicate by the dependencies,comments an.dexceptions(someo rhichmaybesignificant,ifanyinotedon e,,gp,pliicable',,oluintary+Product Accessibi1fty Templa:t (VPAT) available at w-,vv.oracle.conmiiu sic orate;accessibility for each p,ro,,4uc:t,when they re used Iin accordance with Oracle's associated ocuments and otherwritten infonmaton, and vid,ed that any assistive technologies and any oth products used with them properly interop ate with them- In the event that no VRAT is availatt, for a particular Oracle p,ro,,4uc:t,pleas contact the Oracle AccessiUihty Program Office at accessi _wwr9oracle.com. In some cases he outcome may be that a p,rodiuct is still being evaluated fo ccessibility, may be scheduled o meet accessibiiRy standards in a futire release, or may not b- mhedluled to meet acce4ssib ty standards at all. Ora6ee customers may call Oracle Support a 1.800.223.1711. Hearin -unpaired customer in the U.S. who wish to speak to an Ora6e- Suppo representative may :se a telecomnii uN cations relay service (TRS). Information about the TRS " avadable at mt and a kst of telephone numbers is available at h s,:.t;www.fcc.go,.,Ip,,eneralhelecoryiniunicatons-relay-servi�ces-diirector,(. IntennationK hearing- paired custoniers, should use the TRS at +1.605..224.1837. An Oracle Support en e,er 'Mil respond to technical issues according to the standard service,request process.Oracle ca rj e mak a n y comm itmen ts about future produ ct directions, including plans to address accessibility r the w1e Hoi rd-wq rt UIS Communiti4s,Supplemental.Ter m,,-.,and,Conditions v-041 818 M. SERIAL 180233-RFP EXHIBIT E va I abi lity of%,RAT:s. Prod u ct direction rern ain s at the so,le discretion of Oracle. No other temi c did ons,state me nts or any other such representations regard in g or related to ac cessibilitys 11 ap to the Oracle products provl ded under these Hardware S TC s. 4. Intern Protocol version 6 jI1Pv6) Prior to ny custornizations,the Oracle prodduct(s) and service(sj to be delivered pure nt to the contract e capable of accommodating Internet Protocol versiion 6 (IP,-.,,6)so,lel,y t the extent c I n p 'o't' n contract "'a r t n d t to 0 0 c tn th e r t y n e 0 0 f e to c u te P a 0 't p a n P�'a I r C 0 T e v y L n e I �e defined ,.gn- noted in the relevant pro-diuvUser-oce documentation available at oracil corn. Please note that suc capablillties are subject to the dependencies, comments and exce ions (some of which may be 'g,nificant, if any) noted in such documentation,and require that racle pro-diuct(s) and service(s) used in accordance with Oracle's associated document and other written Wo,miation and at any other products property interoperate with th 'I- If no relevant roc product! 'F—, ,4V se r-w l ce, d c ientation is found addressing Pv,6, then Oracle ryia-. s no representations as to the capabflitie s the productisenvicze in question to accommodate 1 °6. Oracle cannot ni ak e any coryinitments, a future product directions, including plans t address IPv6. Product direction remains at th sole discretion of Oracle. No other to s, conditions, statements, requirements or any othe, such representations regarding or rely d to I E shall apply to the Oracle products and service to be delivered pursuant to these H dwa re STCS. 5. Ex W, laws and o regulations he United States and any o er relevant local export laws and regulations applyto the program 0 i and hardware (including y integrated software and operating , system(sj)- You agree that such e ort laws govern yourr- e cif the programs (including technical data), hardware (includ%ng an.yinto, aced software an operating systern(s)) and any services deRverables provided under Y u r ord , and yro u agre to corn ply'with all': such export laws and regulations (including ' emed exports d 'd eme re-export- regulationsj. You agree that no data, information, prograrn,hardware (inc ding an integrated software and operating systeni(s)) anci+o,r materials resulting from services ( d ir t product thereofl will be exported, directly or indirectly, in violation of these laws, or will - used for any purpose prohibited by these laws including,without limitation,nuclear,chernica r biological weapons proliferation,or development of missile technology. You shall include the 111 , ing notice on packing lists, commercial invoices, shipping documents and other docurne involl d in the transfer, export or re-export of the programs and hardware (including an' integrate software and operating system(()): 'These conimodlities, technology, software,or ardvrare Gnc 11-iing a n y integrated software and operating system(s)) 'were exported - in acc dance with U-S\Export Administration Regulations and a pplic-able export laws.Diversion ntrar t .go Hcable ek ort laws is prohibited- a. Oracle, as the owner of the in t ectual property of the progr i licenses and the technical support services, is a third party be ficiary of the contract and th orders for Oracle products issued pursuant to the contract, b does not assume any of the Orac authorized reseller's obligations thereunder. 7. The Uniforni Cornput Inforniation Transactions Act does not apply these Hardware STD(nor any order paced pu Liantto them. 8. You understand at the Contractor a n d 0 rac le's business partners, incl u, ', g a n y third party firms retained by Y to provide cornputer consulting services, are independent f Oracle and are not Oracle's age s. Oracle is not bound by any acts of any such entity,u nile ss t e entity is providin g services a an Oracle subcontractor under an eng agern ent ordered directly wit Oracle. 9. You m y order trial programs, or Oracle may include additional programs with our order wlth =vontr ctor which you may use for trial, non-production purposes only. You may use the trial pro ams to provide or attend third party training on the content and)or functio lity of the p, grams. You have K days from the deh-very date to evaluate these programs. If yo, declae to se any of these programs after the 30-day trial period,you must,obtain a I icense for such , ograryis from Oracle or an authorized disc butor. If you decide not to,obtain a license for any program i after the 30 day trial period, you will cease using and delete any such programs from your con uter null,e Hoirdii-qrt UIS Communiti4s,Supplemental,Ttrm,,-.,and,Condition,v041818 Page 7 SERIAL 180233-RFP EXHIBIT E s items. Programs licensed for trial purposes are provided 'as is' and Oracle does not provid -c ical support or offer anywarrant es for these programs. 10. C Dracl may include additional programs on the h ardware(e.g., Exaclata Storage Server so -a re). You ar- of authorized to use those programs unless you have a license specifically gra ng you "t t0. d _ the right do so; however, you may use programs for trial,non-producton purposes f up to 30 , C days from e date of delivery provided that such use is subject to the terms for trial ograms m the contract, ' cluding these Hardware STCs. 11. Unless other agreed in an order, upon 45 days whtten notice and no more th, n once annually, Oracle rnay audit ur use of the programs. You,agree to cooperate with Or le's audit, provide reasonable assistar e and access to information- Any such audit shal] not u reasonably interfere �'Ij e s� a with youir normal bu ' ess operations. Oracle shall comply with reasona e security and safety riles, policies, and pr eclures (-security rules') whfle performing any ch audit, provioed that such security rules are plic-able to the performance f the audit: yo, make such security Piles 1'. are t available to Oracle prior t the commencement of the it-, and s security rules do not modify or am end the te mi s and co, itions of the contract or thep licable er. You shall be responsible "'on of the audit; a for paying any underpaid ffe\related to use of the prog,r S. . tractor may assign its night to r _ _ a u clit your use of the program s, 0 ra clee- If th e C ontractor assi sits right to audit your use of th e n -h'I'l n,programs to Oracle, then 0 ra c I shal] not Lie responsible for ny costs, incurred by either you or Contractor in cooperating wfth the edit. 12. Upon termination of a program licens , you are require, o discontinue use and ,destroy or return anis, and pr ,q I �g to the Contractor all copies of the pr ranis, and pr ram documentation associated with the terminated license. 13. Source code may be delivered as part of th sta and delivery for particular programs, operating system or integrated software; all such sour code is subject to the terms of these Hardware STCs, including the Oracle License Def nitio, ncl Ruhes, the applicable order, the contract and the applicable prog ra m documentation:. 14. Oracle's Apiptications Licensing Table ' effect as of the effective date of your order and is incorporated herein as Exhibit B. You ayacces-sthe urrent version of the Applicatons Licensing Table at hftp--Ilo,racl;e.com!co,ntracts. 15. Oracle's License Deflinitions and ides:are incorporated h ein and attached hereto as Exhibit A. Oracle's Integrated So are ptons License Definitions ules and Metrics are incorporated herein as Exhibit C. Terms f Oracle So,lahs are incorporate herein as Exhibit D. 16. If any provision herein,or current incorporated ley reference into ese,Hardware STCs,inidudi,ng the License Defnitions anid Riles and terms included andlor r ferenced therein, contains a provision (a) allowin or the automatic termination of %your, techn al support services.', or, (b) allowing for the auto latic renewal of services and!or fees,then, such rms shal]not apply. 17. Products and S b ice Offerings deliverables are not designed for or speci: al1y intended for use in nuclear fadliti or other hazardous applicatons. You agree that itis Your)essponsi,bilityto ensure x safe use of P ducts and Service offerings deliverables in such applications.\ 18. For soft re (i.i that is part of prograrns, operating systems, integrated so, re or integrated soft-war options (or all four) and (ii) that You receive from Oracle in binary fo, and (ill)that is licen d under an open source license thatg,ives You the rig,htto receive the P.-Ourc code for that bin. ,You may obtain a copy of the applicable source code from s.oracle., mlsources! or it.iD:l�%rArAc.oracle.coniloot�olo,,,�ens3urrecode. If the source code for such softwaE was not ro-v ded to You with the binary,You mays also receive a copyof the source,code on physi I media by submitting a written request pursuant to the instructions in the 'Written Offer for Sourc Code' section of the latter website- krnc1e Hoi rd-ixn re 17S Communities Supp lemienin],1er m--,.nad,Co ditk s v041 8 18 Page j'*q SERIAL 180233-RFP EXHIBIT E 1 ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v1132819 THESE ORACLE HARDWARE., PRCNru,RAMS AND SERVICES US COMMUNITIES (`USC''') SUPPLEMENTAL TERMS AND CONDITIONS ("HARDWARE STCs") SHALL APPLY' TO THE ORACLE HARDWARE,PROGRAMS ANND!OR SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (THE "CONTRACTOR1. THESE HARDWARE STCSSHALL TAKE PRECEDENCE OVER. ANY CONFLICTING TERMS INN ANY NON-ORACLE ORDER OR ORDERING,DOCUMENTION.THESE HARDWARE STLS ,ARE CONSIDERED PART OF THE, SCHEDULE OF SUPP'LNESz'SERVICES IN YOUR ORDER TO THE CONTRACTOR. A.Definitions. "You"anal"Your"refers to the ordering act=mi'ty that has ordered programs,,hardware and)or services- from an authorized distributor("Contractor )under the contract- The terns`anodlary programs'refers to third party materials specified in the program docu nentadon which may only be used for the purposes of installing or operating the programs with which the ancNary programs are delivered_ The terra"contract"refers to the Contractor's US Communities contract- The terns':integrated software"is defined as software embedded in the hardware which is essential to hardware fu ri,ctiona lity(e-g.,firmware) - The term integrated software options'refers to software or programmable code embedded In, instailled on,or activated on the hardware that requires one or snore unit licenses that You must separately order. Such:separate order w611 set forth the fees for the integrated software options You are ordering. Not all hardware contains integrated software options,please refer to the Oracle Integrated Software Captions License Definitions_ Rule; and Metrics accessible at (the "Integrated Software Options License Rules')for the specific:integraated software options;that may apply to specit'.c hardware..Oracle reserve;the nght to designate new software features as integrate-? software options in subsequent reieases and that designation will be specified in the applicable documentation and in the Integrated Software Options License Rules. The tern-, ''operating systenn" refers to the software that manages hardware for programs and other software. The terns"products refers,to programs,hardware,integrated software and operating,system. The terns 'prograrn documentation' refers to the program user manual and program installation manuals. The terra"programs"refers to the software products, owned or distributed by Oracle,which,you have ordered, including program documentation, a:n.d any program +u;pdates acquired through technical support. The term"senticesr refers to technical saupport services which you have ordered!_. The terns"hardwire'refers to the hardware equipment,including components.,options and spare parts- The terns 'hardware documentatiion" refers to, the hardware specifications user manuals, and installation manuals,.Hardware documentation is delivered smith the hardware andlor providedonl,ine_ Oracle Hmrdwsre US Communities 1,upplemeaml Terms:and C o ditiaae k-032819 page I SERIAL 180233-RFP EXHIBIT E 13, Hardware Composition Your hardware order consists, of the following items: operating systern (as defined in your configuration), integrated software and all hardware equipment (including components, options and spare parts)specified on the applicable order.The hardle equipment or parts of it may be new or like new. C, Rights Granted Upon Contractor's acceptance of your order.,you have the non-exclusive,non-assignable,royalty free, perpetual(un,less otherwise specTied on your o-rder with Contractor!, limited Fight to use the programs and receive any services yGu ordered solely for your internal orden ng activity operations, and subject to the terms of these Hardware STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation. You may allow your agents and contractors(including, without Virnitation,outsourcers'i to use the pFogr9rr,,s for this purpose and you are responsible for their compliance with these Hard-ware STC's, including,the Oracle License Definitions and Rules,the order. the contract and the program documentation in such use. For programs,that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your il brininess operations,such use is aflowed- You have the right to use the operating system delivered with the hardware subject to the terms of the license agreement(si delivered wit the ttardwnre. Current versions of the license agreement(s) are located at hl7pWorarle.comxontracts. You are licensed to use the operating system and any operating system updates acquired through technical support only as incorporated in,and as,partof the hardware.. You have the limited, P,on-exclusive, royalty free, non-transferable, non-assignable right to use integrated software options that You separately order subject to the terms,of these Hardware STC's- the app&c.able documentation and the Integrated Software Options License Rules; the Integrated, Software Options License Rules are incorporated in and nnade a part of these Hardware STCs. You are licensed to use those integrated soft-ware options, and any integrated: software options updates acquired through technical Support only as incorporated in, and as part of, the hardware. To fully understand Your license right to any integrated software options that You separately order, You need' to review the Integrated Software Options License Rules. In the event of any conflict between the Hardware STCs and',the Integrated Software Options,License Rues,the Integrated Software Options License Rules shall take precedence. You. have 9t-- limited, non-exclusive, royalty free, non-assignable right to use integrated software delivered with the hardware subject to the terms of these Hardware STCs,including the Oracle License definitions and Rules,the order ,contract and the program documentation. You are licensed to use ,t" such integrated software and any integrated software updates acquired through technical support only as incorporated in,an.d as part of the hardware. The operatirg system and;o,r integrated software may include separate works, idenffired in a readme file, notice file, or the applicable documentation, which are Incensed under open source or similar license terms: your rights to use the operating system and integrated software under such terms are not restricted in any way by these Hardware STCs. The appropriate terms associated with such separate works c-an be found in the readme files. notice files or in the documentation accompanying the operati ng system a r.d integrated software- For GPLv2, LGPLv2.1, GPLv3 and, LGPLv3 ticensed code received by you as binaries on physical media, if you would like to receive a copy of the source code ('-source code') on media via postal se rvice,submit yo u r wntlen request at<h ttp:Aeoss.orac le.conifsg4ta D2f— Lope n,sour r ei code:-.Alternatively, you can mail your written request to Oracle Corporation, Attn: %/P of Legal'. Development and Engineerng, 500 Oracle Parkway, MS-50PI0, Redwood Sho,res, CA 94065.. Your request should inG[Lide the name and version number of the product,your name,your company name (if appin-able), your return mailing address, and your email address,. Certain source distributions require a fee for physical medla-Should this,be the case,you will be sent details on the cost and payment procedure via email-Your request must be sentwrthim three f3)years of the date of Oracle's last delivery of the Orne1e Hqxdwnre US Coramunide,Supplemeuchl Terms'Nnd Condition,T032819 Page 2 SERIAL 180233-RFP EXHIBIT E applicable product. This offer only applies if you received your operating system andror integrated software on,physical media- The hardware shall be installed in the country that you specify as the delivery location on, your purchasing document or when your purchasing document does not indicate a ship to address. the location specified in the order. D.Ownership and Restrictions Oracle or its licensors retain all ownership and intell�ectual property rights to the programs,the operating system, ans integrated software- Oracle or its Licensors retain all, intellectuai property rights to the hardware.Oracle retains all ownership and,intellectual property nghts to anything developed by Oracle and delivered under your order resulting From services. Unless otherwise stated in your order with Contractor, title to hardware, excluding the operating system, integrated software and any other programs,and risk of loss ordamagesto the hardWarewill pass from Oracle upon,deltivery in accordance with the relevant Incoterms 201G,Tithe to and ownership,of the programs, the operating system and integrated software shall not pass to you or to a third party;title to and ownership of the programs,the operating system and integrated software shall remain with Oracle.You mayrnake a sufficient number of copies of each program for;tour licensed use and one copy,-,feach program media. Third party technology that may be appropriate or necessary for use with sorne Oracle PrOgFaM.S is specified in the program documentation or readme files,Of notice files-The parties acknowledge that the terms of the contract or these Hardware STCs do not apply to such third party technology.. Thehardware is not spei designed. manufactured,or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or operation of a nuclear facility.. Use of the hardware for these purposes is proNbited. You acknowledge that to operate certain hardware your facility must meet a minirnurn, set of requirements as described in the hardware documentation.Such requirements may change fro,rn time to time,as communicated by Oracle to you in the applicable hardware documentation. You.may not: • use the programs in a rental,timesh0drig,subscription service,hosting or outsourding capacity; • remove or modify any program or hardware markings or any notice of Oracle's or its licensors'proprietary rights: • remove any copyright notices or label:on the operating system or integrated software" • make the programs, operating system, integrated software or materials resulting from the services available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific program license, operating,yste m,integrated software or mated als from the services you have acquired;"; • cause or permit reverse engineening(unless required by law for interoperablity),di;sassembly or, decompilatio,ri of the operating system, integrated, software, or programs ;the foregoing prohibition includes but is not iirrirted to review of data structures or similar materials produced by programs),operating system or integrated software: • make copies of the operating system or integrated software except for archival purposes, to replace a defective copy,or for program verification;or • disclose results of any program and?or hardware benchrrArk,tests, E.Waffanties,Disclaimers and Exclusive Remedies Forth,e sake of clarity,this is the Oracle manufacturers warranty;nevertheless,it shall be accessed by you through the Contractor. Oracle warrants that a program licensed to you will operate in all material respects as,described in the appficabie program documentation for one year from delivery(i.e.vija physical shipment or electronic Orqcle Hardware 1-5 Comm-unities Supplementid,lernas ind Canditirons,vtii2819 Page 3 SERIAL 180233-RFP EXHIBIT E PRODUCTS,OPERATING SYSTEM AND INTEGRATED SOFT-WARE,AND PROGRAM ERRORS. Oracle provides a limited warranty('Oracle Hardware Warranty")for(i)the hardware,fii)the operating system and the integrated software and the integrated software options, and(Jii)the operating system media,the integrated software media and the integrated software options media('''media",and (ij, (ii) and (iii colilecbvely, 'Hardware lterrz').Oracle warrants that the hardware will be free from, and usiing the operating system and integrated software and integrated software options'will not cause in the hardware, material defects in materials and workmanship for one year from the date the hardware is delivered to You. Oracle warrants that the media will be free from material defects, in materials and workmanship for a period of 90 days from the date the media is delivered to You.You may access a more detailed desrription of the Oracle Hardware VV arranty it ("Narranty 'Web Page"), Any charges to the Oracle Hardware Warranty specified on the WarrantyWelb Page wl1l not applyto hardware or me61 ordered prior to such change-The Oracle Hardware Warranty applies only to hardware and media that have been (1i manufactured by or for Oracle, and (2) sold by Oracle (either directly or by in 0 rac le-a uthorized d istrib u tori.The hardware m ay be new or Bike new.T h e Ora 6e Hardware'N arranty applies to hardware that is new and hardware that is Fike-new,which has been rernanufactured and certified for warranty by Oracle. Oracle hardware products may be new or like new.The Oracle Hardware Warranty applies to hardware products that are new and hardware products that are Vke-new which have been remanUfactured and certified for warranty by Oracle- You may access a more detailed description of the limited hardwire 'warranty at htl:p:i,(,wffyv.oracle.eMi,nlue,le,uQportPooliciec,lin•dex.htmI ('the warranty web page')r Any changes to the hardware warranty details speffed on the warrantyweLN page wfll not applyto hardware ordered prior to such change. Parts or components which are replaced under the applicable warranty may not be new. Title in all defective parts'which are removed froni the hardware under applicable warranty shall transfer back to Oracle. No warranty will apply to the hardware products, operating system, integrated software or media which has been: L modified,altered or adapted without Oracle's written consent(including modification or removal of the OracleiSun serial number tag on the hardware), ii. maltreated or used in a manner otherthan in accordance with the relevant dOCUmentation, iii, repaired by any third party in a manner which fails to meet Oracle-squafty standard,,; iv. improperly installed by any party other than Oracle or an authorized Oracle certified installation partner; v. gisecl with eq ui pm ent or software not covered ley the warrant),to the extent that the pros lems are attributab le to Mauch use; vi. relocated to the extent that problems are attrib u ta ble to such It relocation; vd. used directy or indirectly in suppot,ng activities prohibited by U.S. or other national export regulatons; viii. used by parties appearing on the most current U.S--axportexd,usion list; ix. relocated to countries subject to U.S-trade embargo or restrictions; x. used remotely to facilitate any activities in the countries referenced in(viii)and(ix)above,or xi. purchased from any ent,ty other than Oracle or an Oracle authorized reseller. Onqcle Hardwme US Communiri,-3 9upplem4?nct]Terms and Conditions r03:819 Pagie 4 SERIAL 180233-RFP EXHIBIT E This Oracle Hardware Warranty does not apply to non-nal'wear of the hardware products or media, The Oracle Hardware Warranty is extended only to the original purchaser or original lessee of the hardware product and may be vold in the everitthat title to the hardware product is,transferred. Oracle also warrants that services mill be provided in a.professional manner consistent with industry standards., You, must notify Oracle of any services warranty deficiencies within 90 days from performan,ce of the deficient services.. To the extent not addressed in your order for the Hardware Products and rnedia to which this Oracle Hardware Warranty applies,the following Limitations apply: NEITHER ORACLE NOR YOU WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR A141Y LOSS OF PROFITS, REVENUE, DATA, OR DATA USE ARISING OUT OF OR RELATED TO THIS WARRANTY HOWEVER THEY ARISE, WHETHER IN CONTRACT OR TORT,OR OTHERWISE.. YOUR EXCLUSIVE REMEDY AND ORACLE'S, ENTIRE LIABILITY FOR BREACH OF WARRANTY SHALL BE: (A) THE REPAIR OR, AT ORACLE'S OPTION AND, EXPENSE, REPLACEMENT OF THE DEFECTIVE PRODUCT, OR IF SUCH REPAIR OR REPLACEMENT IS NOT REASONABLY ACHIEVABLE, THE REFUND OF THE FEES PAID TO ORACLE FOR THE DEFFECTIVE PRODUCT; OR M) THE REPERFORMANCE OF THE DEFICIENT HARDWARE-RELATED SERVICE, OFFERINGS: OR, �C) IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN, A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT HARDWARE-RELATED SERVICE OFFERINGS AND RECOVER THE FEES YOU PAID TO ORACLE,FOR THE DEFICIENT HARDWARE-RELATED SERVICE OFFERINGS.To THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE. ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR,CONDITIONS INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, F.Technical Support Technical support consists of annual technical support services you,may have ordered or will orderfar the programs andior hardware, including support renewals. Support must be ordered pursuant to a valld End User License Agreement such as these Hardware STCs.With respect to technicat support for, software products, bug fixes, security fixes, and any updates received shall be provided under the terms of the license agreement that You,accepted upon ordering the programs. If ordered, annual techrilcal support (including First year and all subsequent years) for programs is provided under Oracle's,technical support poficies, in effect at the time the services are provided. The technical support policies, incorporated herein, are subject to change at Oracle's discretion; however, Oracle policy changes.will;not result in a material reduction in the level of services provided for supported programs during the period for which technical support has been ordered.You should review the policies prior to entering Into an order for the applicable services. You may access the current version of the tech,nIcal support policies at The technical,support pol,icies state that, 'glioba[ customer support services and systems are not designed to accorrimo--clate special security controls that may be required to store or process certain types of sensitive data.' Accordingly. as stated in the technical support policies, You agree not to submit any health, payment card, or other controliled or sensitive data that require protections greater than 'those specified in the Oracle Global Customer Support Security Practices to Oracle as part of any service request. Software Update License& Support(or any successor technical,support offering to Software Update License & Support,'SULS')aCoUired with your order may be renewed annually through a regeller that is expressly authorized to distribute support renewals.The order with Contractor will specify your SULS fee fo,r the first renewal year should you renew SULS for the same number of licenses for the same programs as contained in the original order;the fee for SULS for the second renewal year will.not increase by more than 4% over the prior year's fees. If you elect not to purchase technical,support at the time that the program Is ordered, then you may be required to pay relristatement fees in accordance with Oraclers techrilcal support policies in e-ffe,.,t at the time of reinstatement if you Oracle Hardware US CGmmuni6es Supplementa][Ter=_j,nrCj CandidonS T03:819 Page 5 SERIAL 180233-RFP EXHIBIT E decide to purchase technical support at a later date.Techriioai support for programs is effectit e upon shipment of tangible nredia or upon the effective d alp of the order if shipment of tangible media is not required. If ordered, Oracle Hardware and Systems Support (ancludlrg first year and all subsequeryt years) is provided under Oracle's Hardware and Systems Support Policies in effect at the time the ser.eices are pro%rded-You agree to cooperate with Oracle and provide thte access, resources,rnatenals, personnel, information,and consents that Oracle may require in cirderto perform the services,The Oracie Hardware and Systems Suppor. Policies, incorporated herein, are subject to change at Oracle's di&onejon; however, Oracle wilt not materially reduce the level of services provided during the period for which Orade Hardware and Systems Support has been ordered. You should review the poli6es prior to entering into an order-'You n7ay access the current version of the Oracle Hardware and Systems Support Policies at htmir The technical support policies sta,,e that, "global customer suppowt seroices and systems are not designed to soo soma-modate special security contrairs that may be required to store or process oerta in types of sensitive data.."-Accordingly,as stated in'the teohnisal support policies,You agree not to submn any health,payment card,or other controlled or sensitive data that require proteolons greater than those specified in the Oraoe Global Customer Support Security Practices to trade as par.of any service request.. Oracle Hardware and Sys-terns Support acquired with your order may be renewed annually through a reseller that is expressly authorized to distribute support renewals. The order with Contractor will specify your Oracle Hardware and Systems Support fee for the first renewal year should you renew Oracle Hardware and Systems Support for the same systems and same configurations as contained in one original order;your Orade Hardware and Systems Support fee for the second renewal year will not Increase by n7ore than 4%over the prior year's fees.If you ale el no,to purchase technical support at the time that the hardware is ordered, then you may be required to pay reinstatement lees in accordance with Oracle's technical suppon policies in effect at the time of reinstatement if you decide to purchase technical support at a later dale.Technical supportfor hardware is effective upon delivery of hardware or upon the,effectivi?date of the order if shipment of hardware is not required. invoices for technical support services shall be submitted by Conlraemor on a quarterly basis(unless other-wise speofied in the order)afner the completion of such period. Notwithstanding anytining in Oracles technical support policies or Oracle's Hardware and Systemvs Support Policies to the contrary, you may discontinue support at the end of any current support term and.,at any time thereafter, reinstate support by executing an order r for such services with CbntraCbr.If you decide to reinsmte such support,you must pay a reinstatement fee.The n--instaternent fee shall be the amount,that-would have been paid by the ordering activity for the past support period had such support not:lapsed. In addidon to the reinstatement fee described in the preceding sentence,,you must pay the support fee for,the new support period quarterly in arrears in accordance with the arder.This technical support fee for the new support period is computed as,follows: �i) if support lapsed,then tie support fee, 1br a twelve month support period shall be the last annual support fee you paid for the relevant program andlor hardware system; (ii) if you never acquired technical support for the relevant program ar&or hardware systenr,, then the annual support fee shall be the,fee that would have been charged If support Kid been ordered originally for the relevant program andior hardware systerr, per Oracle's Support,pricing policies in effect at the time of reinstatem�ern. Renewal adjustments may be applied toy the annual supportfee described in(i,and(ii.5 above. G..Intellectual Property Incl*nrinirficaiflon I' someone makes a clairn against you, or Gracie g'Recipienf' -which may refer rG your or Orac4e depending upon which parry reoerved the klaterial� that any information, design, specification, inst-ucron, software, data, hardware or material ("Material"j fumished by either you or oracle ('Provider' which may refer to you or Oracle depending on -which party provided the Material) and used by the Recipient infringes its intellectual property rights 8including U.S. or foreign patent, trademark ard copyright). the Provider will indemnify the Recipient against the claim, to the ex1prit pem,dtted by law if the Recipient does the following: Oracle Hardware US Communities Supplemental Terms and Corididjam v032319 Page 6 SERIAL 180233—RFP EXHIBIT E a ratifies the Provider promptly in wriJng, not later than 30 days after the Recipient receives notice of the ola im; a C-Wes the Flno�.,iderconirol of the defense, with input from Recipient, and any settlement negotiations;and a C-Wes the Provider the inrormatIon,authority, and assistance the Provider needs to deNend against or settle the claim. If the Provider believes or it is determine:)that any of the Material may have violated scm,eore else's intellectual property fights, the Provider may choose to either rnodify the Material to be non-infringing lwhile substantially preserving its utility or functionality)crobtain a license to allow for continued use,or if these atten-wives are ncsoommerQially reasonable,the Provider may end,the license for,and require return of, the applicable NtiteriA- If you are the Provider and such return materially affects Contractor's ability to meet its obligations under the relevant order(e.g.,impairs Contrac-tor's abilivy to perform due to a work statement, schedule or oos,7 impact), then Contractor may, at rts option and upon 30 days prior written nouse, request termination of the order. . The F'r-Gvder will not indernni�y the Redpienlr if the ,Recipient alters the Material or uses it outside the scope of use identified in the PrcNiders user documentation arr if the Reoipient uses a version or the Materials which has been superseded, if the infringement claim cou Id have been avoided by using an unake-red current version Of the Matena I wh ion was prodded r,.r-the Recipient, ,or if the Recipient continues to use the applicable MAterial after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extem,that an infiringsmant,claim is based upon any information, design, specification,, instruction, software, data., or material not furnished by the Provider. Or: will not indemnify you to the extent that an infringement claim, is based upon the combinadon of any Material with any products or services not provided by Oracle. Oracle will not,Indemnify you for infringement caused by-your actions against any third par,-y if the Oracle program(s)as delivered to you and used in accordance v0th the 1em7s of the order and these -lardware STCs would not otherwise Infringe any third party intellectual property rights. Oracle will not indemni-y you for any infringement claim that is based on: I-1) a patent that you were made apware of prior to the effective date of your order wth Contractor(pursuant to a claim, demand,or notice); or(2) your actions prior to the efeotive date of your Order wilt-,Contractor. Notwithstanding the provisions of the paragraph above and with respect to hardware only, if Oracle believes or it is determined that the hardw-are, (or portion thereof) may have violated a third party's intellectual property rights, Grwle may choose to either replace or modify the hardware (or portion flierecfjj to be non.-infringing?while substantially preserving its utility or,functionality( orotizain a right to allow for continued use, or if these ahemaiives are not commercially reasonable, Oracle may remove the applicable hardware(or portion thereat;and reund the net book value. In the event that the Material is Separately Licensed Third Pary Technology and the associated Separate Terms do not allow temr,inYmflon of the license, in lieu of ending the license for the Vaterial, Oracle may end the license for, and require return of, the program associated with that.Separately Licensed Third Party Technology and shall re'und any program license fees You may have paid to Oracle for the program -or claims related to hardware, if you are a current E ubscribLrr IQ Oracle technical support services for the operating system(a.g., Or le Premiar Support for,Systems,Oracle,Premier Support,1.or Operating S--otenifs or Oracle Unux Premier Support;, then for the period of time for whichd you areAwere a subscriber zo the applicable Oracle technical support services(i)the phrase"Matedal'under this section shall indud-e the operating system and the integrated software and (ii-the phrase"program(sr in this section is replaced by the phrase 'prugram(s) or the operating system or integrated soft-ware ':as applicableY"(i.e,., Oracle will not indemnify you for your use of the operating system andior integrated software -when you areiwere not a subscriber to the applicable Oracle technical support services, Notwithstanding the foregoing,with respect solely to the Orade Linux operating system,Oracle will not indemno,-j you for Materials that are not part of the Oracle Linux covered files as defined at Oira,rle Hardware US Communities Supplemental Terms and Candifions v032319 Page 7 SERIAL 180233-RFP EXHIBIT E This seefion providlers your and Oraolle's exclusive remedy for any infilingement clain-is or darnagles. H. NEITHER PARTY SHALL,BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS Of PROFITS, REVENUE, DATA, OR DATA USE. CONTRACTOR'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO AN ORDER ISSUED PURSUANT TO THESE HARDWARE STCs., WHET14ER IN CONTRACT OR TORT,OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID CONTRACTOR UNDER THE RELEVANT ORDER,,AND IF SUCH DAMAGES RESULT FROM YOUR. USE OF PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID CONTRACTOR FOR THE DEFICIENT PROGRAM, HARDWARE, OPERATING SYSTEM,, INTEGRATED SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY.. 1. Other 1. You may not assign orders or give or transfer the prograrms, the operating system,the integrated software and jor any services or an intarest in them to another individual or=entity. If you grant a secunty interesrc in the programs, the operating system, the integrated Software and(or any Services deliverables, the seourad pa.my has no right to use or transfer the programs, the operating system, the integrated software and/or any servi:es deliverables, and if you decide to finance your acquisition of hardware, programs andlor any services , you vvill follow Oracle's policies regarding financing which are, at The foregoing shall not be construed to limit the rights you may otherwise have-with respect the Linux operating systenn,, third party technology or separateomrks licensed under open source or simdar license terms- 2- In entering into an order Linder,the oontract., you agree and aok noWedge that you have not relied on the future availability of any hardware, brog ra m or-updates. However,tal if you order techn kal support, the preceding sentence does not relie-veO,rac.4e of its obligation to provide such technical support under the relevant order, if and when available, in accordance-wih Oracle's?here current technical support policies. and (b)the preceding sentence does not change the rights granted to you for any program licensed Linder the order-,per the terms of these Hardware 37Cs- 3. Accessibility The extent to which an Oracle product is prior to any cu-siomizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Archiiteoturah and Transportation Bamer5 Compliance Board Standards set out in 30 CF`R Part 1 1g4 (known as'Section 509')effective as of June,2001,or the Revised version in Appendix A(known as 'Revised Section 50B')effective,as of January, 2018 and the Web Content Accessibility Guidelines CWCAG) version 2-12 level AA, raspsu-bvely, is indicated by the, dependencies, comments and exoeptions (some of wN--h may be significant, I any) noted on the applicable Voluntary Product Accessibility Templates (%----1A7) available V for each prod=,, when :hey are used in acoordanoe wkh Oracle's associated lacurnents and other written Information, and provided that any assistivs, zechnologies and any other products used with them properly interoperale with them. In the event that no V?A7 is available for a par-dcular Oracle product, please comact, the Oracle Accessibility Prograrr Office at accessible -wwrcj'�oradj,e.-,-om- In some oases,the outcome may be that a product is still being evaluated for accessibility,rinay be Scheduled to meet accessibility standards in a future release, or may nut be scheduled to meet accessibility standards at all. Oraoie customers may call Oracle Support at; 1.9DD1223.171 1, Htearing-impairad sroomers in the US, who, vanish to speak to an Oracle Support i-Wesemadve may use a teieocm,munic.adons relay sere (TIRS). Infor-maton about the TRS is available at and a list of telephone numbers is available at Int--mational hearing- impaired customers should use the TRS at +1.605.224.1937. An Oracle Support engineer will respond to teahniocal issues according to the Standard sewice request process. Oracle cannot make any=mmkrnents aboutfuture product directions,including plans to address accessibility or the OTac,te liar are US Commum tii s Supotemental Terms and,Canditions,032819 Page 8 SERIAL 180233-RFP EXHIBIT E availability of VFATs. Product direction remains at,the sole discrebon of Oracle. No other terms, conditions,statements or any other such representations regarding or related to accessibility shall apply to the Oracle products provided under these Hardware S7Cs. 4. Internet Protocol version 6(lPv8), Prior to any customizations, the Oracle product(sj and service(s) to,be delivered pursuant,to the contract are capable of aci:zonmodating internet Protocol version 0. (P%-6) solely to the extent defined and noted in the relevant produenervice documentation available at Please note that such capabilities are subjew.to the dependencies, comments and.exceptions)(some of which may be significant, if any)noted in such documentation,and require that Oracle products} and servce(s;t are used in accordance -with Oracle's associated documents and other 'wrTitten inform.ation and that any other products properly intemperate with them. If no relevant product'service dooun7eq-tation is found addressing IPA5, then Oracle makes no representations as to The capabilities of the pnoducteservice in question to accommodaie Fv,-9. Oracle cannot make any commitments about future product directions,including plans to address lPv6. Product direction remains at the sole discra7,Jon of Oracle. Pula other terms, sonditions, stataments, requirements or any other such representations regarding or related to IFIv6 shalt apply to the O,raoie-products and services to be delivered pursuant to these Hardware STCS. 5. Export laws and regulations of the United States and any other relevant local export, laws and regulations apply to the programs and hardware (including any integrated software, and operating system(5j).'You agree that such export laws govern your use of the programs(including technical data'(, hardware 6ricluding any Integrated software and operating srystem(sy) and any services deliverables provided under your order, and you agree is conrply with all such export laws and regulations iincluding 'deemed export'' and "deemed re-eypon' regulatjons;. You agree that no data, informadon,program,hardware(Inducing any,integrated software and operating 5, -,1 rn�',$)) ys e and,lor materiats resulting from services (or direct product thereof) will be exported, direcily or Indirectly, in violation of these laws, or wwill'I be used for any purpose prohibited by these laws including,without limitation, nudear, chemical, or biological weapons pmIffaration,or development of missile technology. You shall include the folloWing notice on packing lists, commercial invoices., shipping abouments and other documents involved in the transfer, export, or re-expor. of the programs and hardware (including any integrated software and operating system9s)),. 'These commodities,technology, software, or hardware(including any integrated softwan--and operating system(s)j Caere exported in accordance with U,S,. Export Administration Regulations and applicable export laws.Diversion c=xary to,applicable export laws is prohibited. G. Oracle,as,the owner or the intellectual property of:he program lioenser,and the technical support. services, is a third party beneficiary of the, contract and the orders for Oracle products issued pursuant to the contract, but does not assum�e any of the Oracle authorized.reseller's obligations thereunder. T. The Unrforrr,Computer Infon-nation 7ransactions Act does not apply to these Hardware 37Cs nor any order placed pursuant to them. G. You understand that the Contractor and Gracie's business parners, including any third party qrTns retained by you to provide computer consulting services, are Independent of Oracle and are not Gracie's agents. Oracle is not bound by any acts off any such emi7y, unless the emr-y Is providing services as an Oracle subcontractor under an engagemem ordered directly-with Oracte, 9% You may order trial programs, or Oracle may include additional programs with your onoer -Mth Contractor which you may use for trial, non-production purposes only. You may not use tire trial programs to provide or attend third party_raining on the content andior functionality of the progiram,,s. You have 313 days from the delivery date lo evalLoe these programs. If you decide to Use any of these, programs after the 30-day trial period, you must obtain a license for such programs from Oracle,or an authorized distrouton If you decide not to obtain a license for any program after the 3C day uric!period,you-will cease using and delete any sueb programs from.your computer Ora,rie Hardware US Communities Supplemental Terms and Coadifions v032319 Page 9 SERIAL 180233-RFP EXHIBIT E systernis. Programs licensed for trial purposes are provided'-as is'and Oracle does not provide technical support or offer any warranties for these programs, 10. 0 rac le may in olude add rtionai programs on the hardware(e.g., Exa data Storage Server soffiva re. You are not authorized to use those programs unless you.have a license specif-cally granting you the right to do so; hcwever, you may use programs for trial, non-production purposes for up to 30 days from the date of delivery provided that such use is subject to the temrs for trial programs in the contract,including these Hardware STCs. 11. Unless otherwise agreed in an order, upon 45 days wm en notice and no more than once annually, Oracle may audit your use of the programs. You agree to cooperate with Oracle's audit, provide reasonable assistance and access to informadon. Any such audit shall not unreasonably interfere with your normal business operations, Oracle shall comply with reasonable security and safety rules, policies, and procedures("security rules")while perfom7ing any such audit,provided that such security rules are,applicable to the performance of the audft; you make, such security rules available,to Oracle phor to the ccm,,menosment of the audit: and such seoudty rules do not, modify or art end the terms and conditions of the, contract or the applicable order. You shall be responsible for paying any underpaid fees related to use of the programs. Contractor may assign its nght to audit, your use of the programs to Oracle. If the Contraotcr assigns its righl,to audit your use of the programs to Oracle,than Oracle shall not be responsible-or any coins incurred by either you or Contractor in cooperating with the audit. 12. Upon termination of a program license,you are required to disoontinue use and destroy or return to the Contractor all copies of the programs and program do-Dumer7taton associated with the temi,ir-Ated license. 13. Source oode may be delivered as.part of standard delivery for partiouiar programs, operating system,or integrated soft are; all such source code is subject to the terms of the Hardware STCs, including the Oracle License Definitions and Rules,the applicable order,the contract and the applicable program documentation. 14. Gracle's Applications Licensing Table in effect as of the effective date of your order and is incorporated herein as Exhibit A. You n7ay access the current version of the Applications Licensing Table at h-r.p:!'foric1e.com.i- ritracts. 15. O,racte's License Definitions and Rules; Oracle's integrated Softwire, Options License Definitions, Rules, and Metrics.and Terrors for Oracle Solaris are inOOrpomm'd herein. You may access the current versions of these do currents at 113. 11 any provision herein or document incorporated by reference into these Hardware STCs,inoluding the License Definitions and Rules and ternis included and/or referenced therein, "contains a provision (a) allowing for the automado termination of your technical' support services; or (b) allowing ficr the aulomatic renewal of services and/or fees,Then,such terms shall not apply. 11. Products and Service Offerings deliverables are not designed'For or specifir-aMy intended for use in nuclear 'acilities or other hazardous applications. Youl agree that it is Your responsibility to ensure-safe use&Products and Service Offerings deliverables insuoh applications. 18. For software 6) that is part of programs, operating systems, integrated so-ftware or integrated software options ?or all fours and (ii;that,You, receive from Oracle in binary fomr, and (iii that its licensed under an open source license that gives'r,ou the eght to receive the source code for teat binary,You may obtain a copy of the applicable source code from or If the source code for such software was not provided to ',,-ou win the binary, You may also receive a copy of the source code on phtysical media by submitting a written request pursuant. W the ins,xuations in the Written Offer for Source Code section of the latter website. Oiralxle Hardware US Communities Supplemental Terms and Coadirtions v032319 Paige 10 SERIAL 180233-RFP EXHIBIT E EXHIB IT A APPLICATIONS LICENSING TA13LE httD;Pwww Oracle reserves tb*,right to periodicaUT cbmge the information presented on the website provided abave.-All information an thr,,,vrebsite is providA wathant vrnrTanty of any mod,tither express or implied. OracleHard rare lTS Cam amities Supplemental Terms and Con.ditions vO32319 Rage 11 SERIAL 180233-RFP ORACLE LICENSE DEFINITIONS AND RULES v120117 following pure Oracle's standard License Definitions at:md Rules,seine of which ,)-theia°:er a-ngtmr�- my not ply to the Oracle products and ser-;ices in. -our order. Ne'vertheled.s,the definitions for the ter { enum voted herein sh a.l6 control for the tsurposes of any order for Oracle prnddneta and er eers,-aces. racle Hirdati-are US,Communities Supplemental Term:,,and Conditions v(141318 Page 1 µ SERIAL 180233-RFP ALL License itionsandE EBerle:,*�, DefinidDnstan Licen3@M,-trics SX1Annu,dT3'3US,, 6iou Y olurne: rtiom conducted 0 " ±rOUgh the 0TaCle E. hanp MarkerpL",zce by You and others dimmgthe applicable year of the Oracl(eExcha Marketplace, regardless ofwhether hane order shall on],v be counted ag-.un:t the ua1 Tr=action Volume once. -AppficationModule: as defy as a.Program lined by You,oua single multiple computers. SNI in Application Annual Rei, u@: L7 definad a,one million UT_S_ Dallan, excluding tax , processed through the licensed ziel*F_�illing products,the Annual Revenue in equivalent to the 131 invoLced amount for all con3pan-v Program. For Oracle,Se�Z"ernic*, I accounts that han-e at least one enzo]e user per billing perrod- Application.Dei7eloped:: u defined asan ixe Program developed',Yv You that ope en,an sn-Art-phones and:or other Lend user devices and that(i)provides end,users nriffi, cess to content or(u)pra�aides end user-, -ithemLd user transaction emablementor(iW, othei.-%i,ise enables use bvemd users offtmctic, , vaLlab]e through the Oracle run-" Program. -ALPRUC36-011 User; Lr defined as an ind vidual au onzed by You to use The plicable licensed application.Prograwns ivLch are installed on a smgle server or on mu=rLp2e server-,re ,d1e s of Whether the 6 idu..l i-,actively tinting the Programs at any.gp.,,en time. If You!Lcense the Oracle Self Sers.=ics Work Re eat option in conj clion witly Cricle Enterprise ;'�sset NA anagsnyent.You, are required to maintain licem.,es,for the equi,.-aLent uanlz .of Applicati, U-,arn licensed and You are granted un!in3 ted access to initiate work requentn, view wrorl, request status and%-ie schedu2I completion dates for Your emtire employe , a . e popu l tio,n. Application Usein li-ensedFor Oracle Order Management are 12o a to manuall-v enter order directla•into the PIGMUM but My order.:entered elecworacaHy&om other sources must be LEceirse 3x3tely- For Gracle,STosixcing,Oracle FWjon-Sourcing.,Gracle iSuppher Portal, 04-a.cle Fusion Supplier Portal, GYXle Seas' ... Procurement, PeopleSoft eSuppliey CGnmect.=, PeopleSaft, S1373teEIC Sourcing,, PeDpIeSOft, Supplier Contrazt:Managem, t am JD Edwards Supplier Self Sen-r-a Progiams, use h^v Your external suppliers r-LncSuded with Your applicatron user ii nses. F the purposes of the Oracle Financial Sen-ices Operation Pink So:uhGry Program,employees who are just contLibu,, g,Ltifortuatio to the Program via the applicable,user interface shall not be counted as application users. Apphca lion.Read-Onlj-Uner: is defined as an 6, aZ authorized by You run only queries or report-,against the application Program for which You li3ye alna accluired non re '-onlVliceme:.regasdlessofa tinax the individual i-actively uung the Pro grams at any groan,time. Case Report Form (CRF)Page: is.de" as the`eEectrcnic equivalent" of what d be the total number of physical paper gagers initiated remotely by the Program easured.e%plica m the Program as Recen-ed. ata,Collection Instrument-.)during a 12 most.®period. You may not exceed licensed n.umberofC.Ri"Pages-dialing any 12mom CR.F Pa4e licenses f7am Oracle. Chassis-,, Ls defined an a physic enclosure containing haydiwaxe. For the,Purposes of the follobtzu. Programs: Oracle Fabiic rutor.ouhr the chassis-(a)that contam networking hasdwaxe,and(h,t T,are managed.by the Program must be counted- the pur"se,,of detern zmmmg the number of'Hcenses required.- Client Application Le der Client: iL defined as a de-,ice that receives its zonf.6-mation from acheat app, ation server. CollabOF.Mi On Pr nquy Usen u defined.as an MdiV!dUa1n1UthG1iZed by YOU to use the,PY01trrZM_-which are , tailed.on,single server or ou mul m time.. or the purposes of counting licen-ung the manner crF Beehive S-.mchronous callaboyation users. a CO]"labaration, program U, within Your company is efined zas a,user able to initiate,at lions,a web conference and also paificipate in a web conference- a—" 'expamn in the wely- ,, rence external to Your company and attending a wreb conference are,not required to be hserysied,. cea-e_DefLmti,,n&raid!RWei v05 3, 6 US ENG Page 1 of 23 SERIAL 180233-RFP Ty akmpensated IndiaiduaE is defined as an andiv„zdual whose compensation or compensation calculations are generated bl t _ Px axxss The term Compensated In�d-idiv_ include:.,but is not united to,Your employees_contractors. retirees:and anv �i pers Cornput is defined as the computer on which the Programs axe installed. 4 Computer license ailo�a You to use t licensed Prop-ama .single specified computer. For the purposes of Computer licences for the Coracle Health!rcBence hate non Engine Pirsgra - a c. ur cation paint is an interface to an input system e.g.., a critical lab�oratory system an a hosprtt or hea=tncare setting)or to an u Y t ads=stein(e g.: a hea{tom are data repository). a C oxicurrent Une:r.N is defined as five concurrent users where each Cone Lu'r-,-nr"User is an mdiA,idual who is .uthortzed by YGu to access the:Program counntly with ether indrdiduals at an-5r guy en time.. Concurrent connectiow, defined aas each connection to a Serduct Datalalc. _A,aerduct'DatalinIc is, fined a s an rnterfa.ce that renders the Infor sofh a r e op table for use with Micros y pplicatiorn. Concurrent Usen is;tlefiised.as cE indnuidual€hat may canctna,ent„v use or access tle Progra S. C o urrent Users shall be on2ly customers or prospective customers f Youus,and sl awl nor be business partners,or eru&y-ee- ofYGurc. Connected Device: is defined as each'que des-ice(a)tEa.t tran:rxxit� data to or receiN-es a to fixrru O-tacle applic:a.tian PraEramz;or O acle cl°aui services and )that does n require any human inter action or hum2.n ut to execute Oy-icle .,pph.cation busines,a logic or to update Oracle application tabdes ekices include,but are not L noted t sensors. meters..IkF'ID readers. and baacode scanner- De^„ices may be connected dixectly to Oracle applicanon Programs Oracle cloud services, or nub• be connected indire-ethos to Coracle application Praazaaxns ar 0 .c e cloud sexa-aces through a .ate -ar•v device or a third-party communications aisles. _A deice ma=be uniquely I as g the endpoint of co canon of data to or fiam an Oracle application Program or an Oracle cloud ser�dice.or may be uariqu� identi its-e cit xiepr tt-n,.with an Coracle application Pragrarsr or an Clxacle cloud sen ce. Ceaunected Instance: is defined as the c:onfig cation beisue Oiacl olrcv Automation Connector for Oracle CRM On Demand and the Oracle C '4 On Demand instances web service en dp t or each Gracle C.12LM Can Demand instance so configured.. an aciditnonaal C'on ected.Instance is required.. Connector: is defined.a:each connector,connecting the so s-e pia: ct with a third partyprioduct. A unique connector is required for each distin t thud party product that the sotfiu-xe prod �t is a'e quire c� interface. Connec toa,Pack, is defined as a collection of conne rs as specified in the rc eram Documentation for the applicable Connector Parch. There et no limitation-on the nunxber of phy _al sexa•ers on which any a the canmectorM ua the pack amalar be copied,installed and Used. -_ SiI Cost of Goods 6wld, if,defined ad one Elion U.S.Dollaas in the total cast of yentkt,-That a company has sold during then fi cal year. If "osr ot`Goowds Sold is unk, Arn to You,then Cost of Goods Sold:halt be goal to 75%of total company revenue, CPU is defined as a chip tluat contain, .collection of one armore comas on which die Pro -a is,a,m •ng. Regardless of the stunber of core.,each clup count~a l CPG. Custom write L er, is define as an i&%adr al authorized,by You to use the application Pro- cams, ceded in the applicable Custom Applrcatiaon Suite au cE are installed on a wangle server or on multiple ser„ers rega_rdles of whether the nndi:idual is acti�„e,y using the Programs .t any given tinve. Customer; is,defined the customer entity specified.on Your order. The Prop im.s may not be u ed or a e.:Sed for the business opterarrons of any pastas.inclurding but not lunited to Four customers.partners.or Tour mates. Tnex no limitation on the number ofcoxnput s on which such Programs may be copied.;nnstalled and used. 4 Cu roamer AR cent; in defimed as each unique Customer Account,design-ated by a,unique account number.for ua ch the frilling information ,managed or displ-ayed wing the Program,reg3ldle-ss of the number of ndi-,idual 3ccountholderM a.sacaa d*Aith such accounts. Definitions Maui Fules_a 5_.t S_US_EN& page 2 of— . s SERIAL 180233-RFP :acle Customer Datt C Re3,7ce Retention `�,eri-,cea is defined a:s a serd-ics for s hich the description may be found in ae a1 Support Policies section(Oracle Hardware and Systems Support Folicien) at and wiii is inco,r. rated bw refereace. C'u stome ecord, is defined as each unique Customer Record(including contact records,prospect records and rector in extermal data sources) at aa'ou.may, access using the Program. 10.000 Daily--kv ge Tr qn actions; is detrned as ten thousand unique trM.actians(includine but ntst lu3lrtet3 sales tam-actions,return.%TU1"serGn]y. ,.eh.rge rran actaaa,lwa`taa trap airaan ,des_tr'aatt n,gift gar a Lean a tan .in,'entaa naz ,cticrr ,petty cticn,and asmraisrrativ e uausactien's that axe processed by the Prvsgr am in: izgle'7 hcur,peaiod. The daily transa�tro calculated as the dai'y average over the prior 12 month period.. Developer User Deweloper Seat, Ls defined as an individual authoriaedby You to use' Programns which are testa led on a,single server o -ers.regardless of whether the individual is actively using the P �gra=at any gr, n time. a�'ith, respect to Developey,., h users may create.,modify,aievw and interact smith the Pro and documentation- Disk Drive: is defaced as a p nain-%e�dia. ewice tlxat st new sata accea ed the r�ss •Electronic Carder Line: is,defined atal number of distinct order lines entered ctronically=into the Oracle Program from any source(not manually entered by been users) arcing a 1_' month penod. includes Larder linen oraeinatrng as external EDI,`7'�l2 tt'am>ac tron,and`or sourced fn of d:Oa..c_e and,non-Oracle appficati s. You mad.^not exceed the licensed number of order lines during any 12 naonth period. NN NN Employee is defined ass (i) all of YGUT full-tune, , rt-rime temporary e ployee:, and (u) a'- of Your agent:,contractors and consultants who have,acres to,me. or are tracked by he Progaams,. r quintir..v of the litemes required if,determined by the number ofEmployees and not the actual nunaher of a addition..' ou e`'ect to outsomre any=1nr iness function))to another company, the follcuiing must be counte-d far pwoa es ®f erne the u-ucdsaer Of Employ-ees. al I of the ccampan4 fill—time employees,p rt-n e employ,,temporary employees,agen co actor s and corsu.=tank-that(i) are,proa-rding the ou,.aurcmg services and(ir)ha ae acres to.use-or are tracked by the Progra Employee for HC M: is defined as(i)all of Your fiLl-trine, t-trnm tenaporar y employee.,and(i:i)all:ofYaur a gents-contractors and consultants who have access to,use,or are tra.mked by e Frogr'a mw The quantim of the licence req t'ed is detennaned by the Lumber of Employees for HC2,A and not the actual numb of u r;. In a Lion_if You,elect to outsource any buLmesn Function(s) to another company, the foilosving must be counted f •purposes.of Bete the nunnber of Employees for HC:M: ail of the company=s full-time employees,part-t.wsa emp'oyee- emporm employees.ants,contractors and consultants that(i)axe pro iding, the outsouurinF seiiaces and ii have access to.u= ..or are tracked by the Pro s. Employees for HC%f may only use the licensed Piopams with Oracle app'icatior Programs t . contain'Q acle Fusion Humau apa-al Mamagenrerif'as a,prefix in the Program npme. E rnploy ee User.- is defined a;an individ,z.l avancc ri`ea av You to use the Pa ogyzms which re m m—lc e on a dingle ter -er or mu.attple sexver regardless of whether or not t` urdmvaduali is actrvelyu using the Program. at any gr, n time. Euterp rise Employee r is defined :()all Gf Your full-tune,part-time,.temporary employees.an''{iii all Of I Our agents.contractors and consultants who have acres.: o.use.or are tracked by the Programs. The quantit-§e of the licerr :required is determined by the nummber of Enterprise Employ- _s and not the actual number-ofuser s. Ili addition.if You elect to Out urce any business f tnetior(s) to another company,the fo umg must be counted for purposes of determiRSn g the number of Ente i e Employees: all of the Company's frr17.-time emp s.,part-time emp'oyees,,temporary employees.agents,contractors au7 cons; aun that(i)are providing the outsourcing sesa-ice ano. (i) hive ac:ce-s to,use., or are tracked by the Progra:nms--. The va%ue cf th ,e Program licenses is deternmined by,then er ofEnter-prue Employees. 'For these Progruulicea n,the licensed quan#it pur ha-- , must,at a mum be equaI t,the n er of Enterprise Employees ai of the effectrve dare OF I-our order. If at any time the n ber of Enterprise Employees exce s the:licensed quarnty,ai`ou,are reguared to order a.dditronal licemes (and technical support such additional liven-e:'=such t the rumber of Enterprise Employees to equal to or less than the number of licer:sed gaantin'. Y on, re not entitled to an,F refun credit or other consr ration of any laud if there is a reduction in the:number of Enterprise Employees. In addition- each-year. days beForetheanniversarvi3ateof'Youn order,You are required to,report to,Oracle t minaber'of-Entexprase rucloyees as ofsn date. cease_Defrnttdons and FxCes_v 5 3'1 S_US_El"ti G page 3 of 3 SERIAL 180233-RFP terp rize Full Time Equivalent(FTE)-Student: is defined as any fu;-time student enrGhed to You,rn-tittrtion and any p - student enrolled in Your institution counts as 2 5 a of an FTE Student. The definition of"full-tame"an' "part-time"is liar on Your licies for student CIPSSific,a.ticn.. If the number of FTE Students is a fea.ctiGn.,that number will---be r.-ounded to the a:ae-t whole ber for purposes of license€lua:nttt,requirements- The value of these Program licenses is determined by the bey of EnteLprtr FIE Students For these Program license:.,the Licensed quantity purchased roust.at a,aao.noaa,um,be equal to number of Enterprir_FTE Students as of the effective date ofYour order. If at any tinre the number of Enterprise FTE Stride ,exceeds the licensed quLu\nseFTE are required to order additional licenses(and tech=,ca support for such additional lacer ;such that the number of EnE Students is equal to or less than the licensed quantity. You are not entitled to any re ",credit or tether considerationd if theme is a redurction to the number ofEnterprise FTE Students.. In addition..each ye 9,0 days before the arniversax-Y d order:,You axe required to report to Oracle the nu nbec ofEnteprise FTE Student,- :,of such Sate..Futerpri-:e T `efined as an employee.,contractLar,student or other person who is being reco ed by the Promre_ 'The uafire of thest ses is deternvned by tine number of Enterprise Trarnee:s. Far the e P gram 1acen es,the licensed quantity purcasemus,act a' rimmum.be equal to the number ofEnterpaise Trainees as of the eff .tit-e date of Yarn order. If at any taoaia t iberofEntetprr Trainees exceeds the licensed quantity.,You are regvixedta orde•zdditional Iicenes;and technical support for such additional]is e ,)such that the number of Enterprise Trainees is equal to or ' ss than the licensed g Jannr,v. You. axe not entitled to anv refund,ciedi o-Vr other consideration of an'L,Find if there is a rreductio the number of Enterprise Trainee.. In addition,each year 9'0 days before t6 anmc ersar Y date of Your order,You are required to partto C4-a,-le the number ofEnteipriae Trxacinee s as of such date:. Euterprise SM in Coat of Goad=Sold., En rprise SM Cost of Goods sold is de'7 as one million 1.S.Dolars n.±e total'cost of€ventory that a company has sold during t ir fiscal year. If Cost of Goods; is m2lmowm to You then Cost of Goods Sold shall be equal to a'5 i of total congrany revenue, value ofthes,e Fr:ogram tic des is determined by the amount of Enterprise M Coat of Goods Sold. For these Prom licence.., -e licensed quantity-pti c .seci must,act a minimum be equa.to the amount of Enterprise',M C'a:t of was Sold a:of the effect:ve ateofYourcrder. l 'arry tire the amount of Enterprise Slwl Cost of Goods Sold;emceed:die licensed qusintity,You,are required to der adortional eases(and te-zhrrcas support for such additional license such that the amount of Enterprise Sl z C& of Good," i--equal ter r less than the number oflicensed quantity. Y`ou axe not entitled to any:refund,credit or other comidera.tion of any F%d if the• is a.reduction in the amount of Enterprise S'M Cost of Goods Sold. In addition,each year 90 days befdrre the annivers irk d o k our order,You are required to iepoi-t to Oracle the number-of Enterprise S'.^aI Cost of Goods,Sold as of such.date. Fnterprace iI in Freight F`nder'�Ia:n rgementa SM Frerg ra;nder lanagement rs deEmed as one nallior U.S.Dollars,of the total transportation Amlue of tendered orders for a'u shipments£- .a,gi ti°en CaO day year during the terra ofthe taicesi e. FUN-1-:hall include the combined total of actual freight purchased bx Yro Ins the cost of "eight for shiprneats managed by You(e. You a e not pro ha ding Transportation sea„ices on behalf of k ou ,eats Lut axe proA„'° tr.an portation rraanagernent ea„ices for Y'om client',i. Freight that v paid by a third parts h..11 also be L, luded in the FU11 Iota' ':.g.,inbound shipments from suppliers to You with height testis of prepaid). The va^ae of:these trgxam licenses is deterarvne"by the amount of Enterer SM Freight Under Management. For these:Program Licenses,the to= quantity purchased roust,a a minmium be equal to the amount ofEntetprise P-i Freight'Under Management a-,of the e eu e Sate of Your order. If at any to the amount of Enter-prise SM Freight Under Management exceeds the licensed quanta. You are required to order additional icen.c s and techmsca'support for such additional license r such thaat the a ruount of Enterp :e Sh>i Freight Under i fanagement is equal uo o.I e s than the nunsber of licensed quYanti^,. You are not entitled to any reftm"d,cr t or Other consideration of any Find if there is a,r u ction in the amount of Enterprise SM Freight Under lrfavage:nvent. Ir=a, ". or-each year`9 days'before the arni%-ersarr•dame of Y-Larder.Y'ou are requu-ed,to report to Oracle the number of Enter n e i Freight C nix Management a,of such 3ate- Enterp r ire'ShI in Cap er,tin u dget is defined as one nul ion C.,S.Dollars ofYour gloss budget i ected in an audited statement from i our enters=ax accoun g fun. The v alue of these P-mpa m scenes rs deter-rimed by the anwunt Enterprise SM in QPeYiting Sud!get. Fox these Pro, hyena-,tire:licensed quaatit-Y p€ncha:ed must.,at a mxsimum be,equal to t amount of Enterprise SM in Operating Budget a. f the effective date ofYour order.. Hat any time the amount of Enterprise SM m eratmg Budget exceeds the heenLed quanti f'ou are required to order additional licenses(and technical support fdr such addrtiona Lea es;such that the amount of Enterp �e S14I in Operating Bud et is equal to or less than the number of licensed qu:antit?r. You,a not entitled to any refund, credit o other consideration of any Find if theme is a.reo:uc ion in the aruount of,Futer pril,e"SlAvlfrinOp sting Budget. In addition.sae ear 90 da}s before the anniversary date of Your order.You are regquired to report to Oracle the:-n of Entetpr se .M in Cup °sting Bridget as of s uch date. Ente rue 9�.I in Revenue: Enterprise SM in Revenue is defined as one million U.S.Dol`ars in all income(interest in me and nun serest income)before adjustments for ercpenses and taxes generated by You during a,its al;year- The�,alue of these oar'a. cease_DefrnidonsoziFnlea_a 53"'1,16_CdS_ENG i SERIAL 180233-RFP erne is.determined by the amount of EnteipriseUM in Re�-,-enue. For these Proggrany licenses.the licensed q7Lanutpur mocha- at a minimum be equal to the amount of Emeyprise$-M in Revenue is of the effa-ti-�-s date of Your order. If at any -e a t of Enterprise SM in Revenue exceeds,the licen.-Asl quantity,You are required to order a6ditiGnal a'censer,(and teda-mcal I ME;,suppo por such.additional licsnse�s)such that the amount GfEyyTezpi.iae,;-Ni urReTenue is equal to or�4'ess tham,the number .tensed quanti.t%--I i I ou are not entitled to ary refund, credit or other cornideration,of any hind if there is a le6uciion its the .amount of Entetpris* I in Re-.-enue. In addition. each year 910 dads.before the armii-ersan-date of Your Gr�der.,You,aye requi7d to ieport to m I Oracle then bet cri"Enteip-rue SM in Revenue as of such date.. /L y Exp�ense Report: -diefined,as the total number of expense repGy-ft processed by Intermit E%pen ses during 3.1 oath period. 'Gu, 4 may.not exceed the ' ensed nuniou of experis-e reportz,during any 1-1 month pe3iod. Faculty is de s an active teaching member of tire faculty for an accredited academic instit-Liti n;such user may only-use the Programs for acadenmic sid non-commezeml use. Field Technician: is defined an an engineer,,Technicia.u.representative,or other person who is by You-incluaing the dispatchers.,to the field using the grams- "Pa, Flash Drive: Em defined asasolidstj urecliza device that stores data,accessedby the Prog, \1 �\ One SX1 Freight Under Manqgemetyt: is deli , d as one lion U.S.Dollars of the 10,31 nspoeation value of tendered ordersfor all lud he combined total of actual freight shipments for a given calendar year d-tiring t term of the license,. FUM shall mcd2 purchased __ts ana tramsportation sei7.by, You-plus the cost of fi-eight for shilvmemts Maged Tay You(e.g.,You are no purchzismE ices on behalf'of L roux clients but are providirig transportatioo n ma enaeut set for Your cli Freight drat is paid by a duril party shall also be ncluded in the FLT1aI total(e..g., na trine -fram-upplier-StoYou th fieight terms of prepaid). Full Time Equii aleut(FTIE)Students is defined as v full-tune surd t enrolled in Your in-stitution and any Part-time student enrolle-d in Your institution counts as 25%of arLFTE Stud t. The de ' onof"FuL!-time"amd"pa.,t-time,"L_,bwedonYONJXPoh-,ie:, far student If the numbax of FTE Students,is -action at number TM.,Ll be sounded to the nearest whole number far punposes of license quanlstq requirements. Gift C%rds: is defined as tuterity-five thousand value ar (gift or stGied)thzt are generated',oy the Program during,a. 12 month PIH-Md. Guest Cabin: is defined as a,-guest cabin onboard 3,c. ship mariage by the Program. You must license the total numbed of Guest C:3birs d each cruise ship managed -Geram and the,Lice "eci ou;mtitvofGuest Cabin lit eirser-may not be shaded � inboard across itrLduple crsu.-ss ships. For the pumoses of the Cruise Fleet Maria nt- Crurse, Crew Management, 'se 1,431eri3ls Management HQ and Sub-HQ Programs, You must licamse,the total numb of Guest Cabins onboard all ships -essels rn the fleet that are managed by thp- Program. Guest Room: is defined as the numb Of guest rooms m.,naEed by the Program- For the purposes of the Ciacle --pitality SuiteS Interface Programs, a unique Guest Room I erase is required for each distinct product with which an Oracle ' spitality SinteS Pro-gTam is isquired to interface. For eymnsple7 'u-tonnes IL equiring interfaces of am Oracle Hospitalin,Suiteg ogram nith three distinct products must have three separate Guest licenses- Ho,stedNam,ed,User: is efined as an individual authorizecl by You to access the hosted service,res,,3xdLes of-whether the irdi%idual is i,-tive1w acres ante rated service,at any Eiven time. OroicleHospitali ConsultingSem-ices: are defined as say-vices for which the description may be found in th racleHospiTality Global'Busures, and whi, is incorporated "o-Y reference. Hospita, -Suite: is defined as an entertainment space that typically includes,but in not limited to.a,kitchenette,rests oin-table and ea s within an arena..stadium.concert venue or other venue that in mama Led by the Program. oease-Defuitions and.Rules vOJ 3 116 US ENG Page.5 of SERIAL 180233-RFP at ll tiara err re tag°t-J p fa ck tmd anf ur tti ¢r l"1s r acBe er�tce is define ar a*rvtce(-)for which.the des ctiph ' fir-' be found ' the Advanced Customer Support Sexaices section t and which is inccrporat �u�. refer e f InstanceX.is defined as a single database emarcunxent. Teat„prcductior- and development env ranasent we con-L three separate in nles that must eachbe licensed. For the purpose. f the Oran-'e Banking I Iufta:structru'e Program.Intance is defined as the,env rcnxsaents(pro ction and non- prcducticnt used t rzrn.the Or'acl'e Barlin�API ProExIm.. Interface: as detiued each interface connecting the Oracle Pxer iu aaith a third p star product. ue Interface license is required for each distinct d,pat ty pry duct r�i.th tr c.h the Oracle Pxagraur is required.d.to interface. Ina-entory L,oca tiom is de d as a.dedicated Physical inventory-1 space used by-cemdois tc stkre t' n inventon,-idim an.arena.. stadium,conceit venue or other -enue t1sat is managed by the Program. Each dedicated physical ` antoi�.=apace crust be counted as one In:-entor v Lc-cation. 1R Invoice Line: is d.e5ned asone di sand invoice hue items processed by the Program ing a 1'month period. You may not emceed the licensed.number of l K Inv is Lines during any 1 2 montE peiio,d,unlez,s i`au a uire additional I K Inv Dice Line licenses from Oracle. n'R P art: is defined as a single c alley that can'e processe-d via tare Interactive VG e Response(TV R)system. You trust purchase license s for the number cf aT,,PGrr,that repres t the maximum number of co urrent ?s c. ers that can be process T�`R processed by the aystenr � �„ Oracle 7aa a:SE iaeibscraptieet and Cyr role Jai a;5E I�Sltiip Subscript ti; are defined as the right to use tie specified Oracle I i,a SE Subsdrrpticn Fragrant )in a c cosdanoe ra idr rhea cable nietii and.to recerb e Ora.cle Sofm,,.ar a[,Tpdate License&Support {:hutted to the specifier)Ora Ile,Java SE,Subsetiption]roam j;?,fr}s term specified an the:ordering docurwerit. The subscription term is effective upon the effective date of the subscription orde e ' ucs:,ent,un3ess tither nice stated in i'our-ordering dociuiaent. If Your order was p aced through the Oracle Store, then the effec date is the date Four Larder was.accepted by Oracle. Oracle Soft",,are Update License&Support is pro-,ided under the'O,rac -are technical support policies in effect at the time the services axe prWtided. kt the eud of the specified iubsciiption tel v na:�- enew Your subscription,if ai i1=able.at the the.cureut fees for the applicable subscription. If You choose not to re,, a�; ai oux'su ,rcnption� our right to Use the specified Oracle m,-. E ;Subscription �r P oana{;s)mil:terminate and You niust�d Mall the s_rec C7sacle Iava SE Subscription Progr•ani(s). Kitchen Di:sphry C lienta is defined as a device t ,is to display and onitor the statuL of ordered items, If ruultipler.rn6 hardimare or.softia=are(e.g.,a TF monitor or a we sea rem product)is used.this ber ruust be measured at the multiplexing front end. Lea ruing Credits; unsay be u e-d to acquires ucationproducts and service.ctd`ered in Oracle University online catalogue posted at 1,w s _ and the term:speci eci tEereiu. Learnine overt:s acR on1v be,us ed to acquire produ:ts and ser k, ces at the li T price in effect at the e You order the re:le A ant product or:service.,and tn, not be used for any product ar serace, that is su'b ect to a.discount or a prom on when You order the relevant product cr ser,-ice. TE appl3 ing he discount specified to You b ° role. 1lotsiidi.standing anything to the contrary in the pre i :three sentences,leaairing credits may so be used to pay. tare.. atestals;and or expenses related.to Your cyder Ecavevex the dis unt specified above will not be applied to such taxes,irate and'or expenses. Learning credits are valid;'tar a period of 12 ono s from the date Tour corder is accepted by Oracle.and Y ruusr acquire products and must use,any acquired ser%aceu prior to the-e of such period. You ursav only use leaving credits the counn-v in which iou acquired theist,nra},not use oleic as a pa}orient nret d for addition;learning; credit,and mat.•not uT different learning credits accounts to acquire a single product OF se. oe tc posy elated taxes_materials, and.oa expenses. Le g ore i# arm non-ti ansferable and n:on-assignable. Ycyu maybe required is ercecute sti*dard thracle ordering ma.tena:`_s 1a hen us learning creciatn to cider product--or set:ices. - S tI:in ilCntua d Assets: is defined as one million U.S. Liollaa s of the fcllcwv:g total: (1)Book value taf ictie Ent in capital lease- due financing leases and other finance leaser.,including residuals, whether ou-ned or max aged for others, tire on the Program, us. 42 i Booll value of assets an operit.ingleases,whether owned or managed for others.active on the Progra ,,plus(3) Bcok u ue of loan:,notes,conditional:ales contracts and other recer,ralales..otaued or ruarsaged for others.,active on the "migrant, ai•iirs 6 Book value of non earring asset-S.onm d or managed for rather..uLc6.'.vere preiiousty leased and acti,e on the Pr- -arc, cense_Definttions and Fx0es_a 053.tS_US_ENG page d of SERIAL 180233-RFP c.Euding assets from.term terminated 6eases and asset;,plus(5) Original cost of assets underlying leases and Ica or 1 ted and active on the Program-then so:d a,id:rm the previous 12 month-,. Mqnq I d.Resource, is defied as an individual authorized by YGutc,use the,Programs which are L=.alled on a angle r or on multiple r,ers,regardless of'whether the individual is actively using the Prop-ms at-ary given tima. In addition,Yolm loyees,:, convactors.Dartnex,and my other individual or entity managed by the,Programs shall be,counted for the purposes a 'etennuung the number G Mirnzge,d Resource licenses required. Member Recor ,, is defined is each,unique customer loyalf,v Program Membe37 Record MaMiEed 1,Y the Pr0gx IDGKMember Records sha.E,mean e hundred±,Gusand Ifem.ber Records. Nfercha.udise; is aef n as a unique item or SKU of a consumer gcod, M N odule: is defined as earz.b. , duction database,rw=, g the Programs- MonitoredUzer: is defined as. individual who is monitored by.an Analytics Pro-grammhi is in.stalled on a single sejl,,et or multiple servers,regardless of whee -the indi-vidual is actively being monaoml at 3nv gwcen Individual users-who,are licensed for an-AA mal--mes Pro�am by either"N" ed Ulsei:Plus or-4ippliczatton User may net be heens, oy Monitored User. For the purposes of the Usage_4iccelezator a.i tic s Pro -m.ever v user oaf Vora'licensed CF_kf Sales appl :ation Program mustbe'licensed. For the proposes of the Human Resources Comp Cornpe a.tiGn-4Lnal-1,�ticsProzyainl,al?ovfY ow'empI =eesmu-stbelicensed- For the purpose of the fbl_lGvring Oracle Govet once,Risk, and Comphance,apphn .."Orls: .4pplicarion,Access Controls Governor.. Ap.pliezinam_4Lccass Controls for E-Business Suit Configuration Controls Gm,,, or.Configuration Controls for E-Business Suite, Transactron Controls Governor.Preventive C onuo Gol.,eruoy.,and GGveman .,Risk and Ccinpliance Convolf,Suite.the number of N[omrGred Users is equal to the tota]number of ueE-BusmiessSuite seas(individuals)being mor-awreilby the Program(,$), as ci:e3te4i,,defmei in the User_administration function f E-Bumness S - Users of iProcurement and'or Sellf-Ser,ice Human Resources are excluded. For the purpose of the following PeopleSoft Enterprise, Go Risk, and Compliance applications: -ALpplication Access Controls, Governor.,Appvucation Aiccess Controls for Peopleso nteipFise, Cor-figui-ation Controls Governor. and Configrtratmn Controls for PeopleSoft Enterprise,the number of'Monitored equal to the total number of unique PeopleSoft Enterprise(Gr any other'custom applications 1 Programs,11 Users(indoviduals. at rogram monitors, MySQL Cluster Carrier C-rade Edition-,knnualSubs iptionN17-SQ uterprise E dition Annual Sub scription,and,Nfy,QL Standard Edition Annual Subscription: aye defined s the right to use th =pecifiedPro--ralLv,'s)maccordance with the applicable license metric and to receive Oracle Scffivaxe Unzda. -License&-Support for specified Program(s!,and for MyS,QL Community Edition for the term svecEfied on the order. MvS, Community,Edition refers "o MysQL that is licensed under the GPL ILcexise, Software Update License&Support for MySQ 'onimunit,Edition does net mc de updates of my kind. The subscription term is effeclive upon the effective date of the sub i-iption ordering document,sunless mase stated,in 1"our ordering document. If Your order was placed through the Oracle tore,then the effiective date is the date in order was accepted by Oyacle. Oracle Software Update License & SuppGit ser des are provided under the appl icable technics support policies in effect at the time the Sej-%-Lee7 are provided. f7ou must okatai subscription License for a n mi2 E seei:sexe MySQ 'lur n ter Caxer Grade Edition L MySQ-L Enterprise Edition and=or IVI):SQL S darc.Edison axe deployed. If You obtain Oracle Sofm, -Updzite License&Support setimes far any sen-en where MyS QL Co nrM,Edition is deployed.then You,must also purchase a bscription,license for 311 OFF such ser-vers fore which,You have obta' d Oracle Soilm-are Update License&Supp ort seti,,ices. You obtain Oracle Software Update License Sz Support,set rice-..fo at the MySQL.Cluster Carrier Grade Edition se,el.at the If ;SQL Enterprise Edition levelarid°or at tin`MyS,QL Standard Edition At the end Gfthe specified term,You.may renew Yo -zubscriptiozi if a:%,7L1ab1'e,at the then current fees for the applicabie:pub:c1r ihemL 'If You choose not to renew Your s our right to me the Program{ vrilll terminate and You must ile-tnztall art app icNpns,tool,5.3nci bmalies sulneriptio � T ble nor Edition UT G' provtde=d to You the applical _-Cornmuni n'license(e.g.,the license for MyS,Q�L Cluster Z xvier Cara de,Edition; You an d- 'Lion aird�,or NlySQL Standayd Edition). if You do not renew a subscription—You 11-2.1 not'aaceive any updates pa tch (inzi 7h orsuLiequent%-ension.)and You mayalGbe subject to reinstatement fees LfYGu la ter choose f7tivate Your subs. ption Na 3,Plus: is defined as an uidividual authorized by You to use the Programs ivhich are installed on a since sal 'a, 0tee1 �p mult -ers,regarcLess of whether the rods-,-idual is actively using the Prp=o - at any gi7.,-en time. A non human c n will by counted as a named user plus in addition to 311 individuals authorized to use,the Programs, Lf-such devices can 2'.,ccb&s the cease_Deduitions and Rules-i-05 33,.-26-US-EN& Page"\of2L SERIAL 180233-RFP �111 vrograms, If unilAipleXILIE 1131`dnare OF iGffiNaxe 1�e.g.,,a TP monitor or a wely ser-ver Product)is used,this number must be meas, at multi plexirE&oritend. -Automatedbo,.te.hingof data fiom computer tocomputei-ispei-u3itted. You are,responsible for ens that 'e named user plus per processor mir-imunar axe mairstairred for the Pmgyrams contained in the user minimum table the li-ens' rules section;the minurnims tableprovides for the mminimn number ofnameed users plus iequirei and all actual u rMUMSt be licens, at e e p ,e ey'user re section.r 0 pl us For the pm-po sof the follGivingprograms: ug-trifoyNon he S _it Oracle Databa- System Monitoring Plue-in for Non Oracle 1%,fiddleavare, kfamagemerit Pack far iddlew3re and Management Pack J� anagement ,cl-- Wet,,Center Siu-te.only the users of ffie Program that is being mauageamorutoredare co- d for the purpose '_rung of determining the n her of Named User Plus licenses required. With f llc� With remect to the fol!G E Prop-ams.: Load Testing,,Load Testing Developer Edition,Load Testing Ac eratGr for Web Sea7vices., Load Testing Accelerator 077c:,e Database.Load Testing Suite for Oracle Applications and Oyac est Starter KIT for Utilities (Lo,a.d.Testing),each emula Ji user and non human Gpexated-device shall be considered as a user and shall be counted for the purpose of&`,er ]i er of-Named 1 ser Plus licenses,required. For the purposes of the f6flov%ing Pr oohs: Data Masking and Subsettinng Pack,only the users the data base seyi,-ersi where masked data or d-an.subsets originate must be anted for the purpose of-detelmminE t1se,number o— cenzes z equit)Rd. -a 7, be i —Ie For the purposes of the fbl1cwuvg Programs Application Nlazag�--ment Suite for Oracle -Business Suite.Application Management at.ge; Suite for PeopleSoft:,-Application 1�'-Ianag Suite for Siebel--4ty-plication Maniag: T Suite for JD Edna aids Entet p rise One.leas User Expen-Rnce Insight and Application Riepl.., P ack.,all users of the respective age-d applic atiGn Proe=mutt be countedfor the piuW,.:,e of i3eternnning,the number oflicense\e'quired. For the piu-poses of the F02CM-LILE Pixy am. "Ite and Oracle IdenGate for Ch-acleApplications,Gn�v(3)the risers Oracle GRZ6enG ]e4 b,)the users o Oracle database where You will apply the data must be of the Orac]e databa:se,fromwEc1iYou capture data QN, 7�.. counted for the purpose of determining the number of lice required. For the purposes of the follouing Proa;ram: Oracle C,oldenO, e - Big Data. only the users of the source Oracle Gr nor Oracle dimb,a.s.e(s) or NoSQLreposrtories from which Z'ou Capture dat ust be counted for the,purpose of determining the number of license:required. For any messaging system- from which vo ague data.. efrexy queue'topic is counted as 3,user. Foy multiple ourcedata"0ases,NoSQL repositcrie.:,or messaging systems'0,11 for all-,Gurces must be counted. s. For the pmpose7 7 of the PiGplams: Oracle G EnGate for me and Ch-acle GolideirGate for Teyadata Keplication O MA�'fla Services,only(3.)the risers of the,database from whic, 'oucapritreslata aA(b)the users Gfthe,database where YGu will apply the data must be counted for the purpose,ofdetermmmE e number Of IlCan-es am y(a) the users Gf the Non Ch-acle For the purposes of the folio-witig Program .donam:: � -cle CTGI<knGa:te for . . database f3-o-mivb�c,hYGucaptLu-eda:ta•a,n�di b, e we:sof the.Ion Oracle database ere You will apply the data must be counted for the purpose of determining the rmxber licenses required. For the purposes of the folllo,%mg Pro s: Data Integrator Enterpme Edition and Data. tegratar Enterprise Fditon for Oi.-acle pplicatmns,only the uses: that are gar accessing the data,transfainLarion processes ust be counted for deteIMMMUIE the number oflicenses required. Fors the purposes o f tthe f6flo " _Pro Tra ms: Oracle Mobile Suite Client Runnine and?4 ob ile:.A'k-pphi on Framework'.'only the end users of each-4ipphication D eloped must be counted for the purposes of determining the number ofli"N ines required,regar ens of the choice Gf the rnobi'ea plica.tion development toolor the framework used to build the-AppIlicattion D4',\-eloped. For the purposes oft Houizg Program: Audit Vault and Database Firvw3ll,only users of the source. 11rhich axe protected, monitored or audit must be comtecl for tie purpose of determining the number:of licenses reqtnred. For the puy-ails of the folloni3ig Program: J3va SE Desktop Subscription.the,ter-m"ser-ver"Yeferss to 3,desktop c-AMutex. Network -,ice: is defined as the hardware andL,'or soffivire whose py mmaxy purpose is to route and control commummeano -bemeen camput or computes nettRrorks. -imole.of net-,A,,Gyk device-,include but are not limited to,rGutey-.,fresh aLs and nets ek load ezi-e DeEnitionsandRules %-053K-126 US EN& Page 8 of 2 1 N SERIAL 180233-RFP '-'on Employee User-Eitertr al: is dune(aµ an individual.who is not `our employee, coturacmr or oursourcer,authorized 2'- to use the Programs which are instaLec on a single server or multiple servers..iegardleµs of-whether or not the mdr,.-id is acm `y using the Programs at any given time- 0r:a el anceng C'ontr act: is a coasna.ct between You and Oracle for one of Oracle's aff sates)that par„?(e for pa antµ aver time crF so or all of the sums,due under YGur order. Order Line: is find as the total number of order entry line items processed by the Program during a 12 rraont period. ?Multiple order entr v line it µ may,be entered as part of an iu,3rc-ldiaaal customer order car quote and may also be auto cally.=generated by the Oracle Condgur; Y. You(nay not ex-eed.the'zcenned number of Order Line:during any 12 month pea d nn?ess You acquire additional Glider I-Ene, en es from Oracle. 1,GOO Page-Vieixs: is de ci as 1.00,0 Page Vieu a per lvlonth.u here one Page View means one vu3. y-a.Rt'1'11q7.ie mternet riser to a paoicularpage on a web-site PartnerOrganization: is dean` as an exmrnal Ord party business entity.^'that pm ide>- lue-added.see,ice-s in developing, marketing and selling Your produc. . Depending upon the type of induµtry. partner or$a tions play different roles and are recc,--=ed by different names such as SelleT,drstsibutor a.eent,dealer or .uroker. Person,., is defined as Your employee gar c factor who is ictiveh,?yrarkrug on beha cf Your organuzation or,a foarner employee who,has one or more benefit plains manage 'by the system or con-timeµ to be p d through the system. For Psq-ect Resource 'Liana Bement,a person is defined as an in di bid `-who is scheduled am a project. e total number cif Licenses needed is to be base( on the peak number of art-tame and full-rime p 'e w,,bose,records are record in the system. P laysic:al Ser?-er: is defined as each physical red„er o an-hic:h the PrGp;im are rn>ta/led. P LN, Ent3,y Devsae(PT-PA}: is defured as an electronic hat are de-ic ?t as used in a de�at.credit or smart card-based transaction to accept and encr rpt the cardholder's personal rden,L kanon be r,PL''v;=. PaoFtedNumber: is defined as the telephone number that end.. . jetain as they change 9aom one service,Provider to another. This telephone number originally resides on a telephone switch an. s m�Ned into the responsibility of another telephone switch. a Pa S C bent: is defined as a,device that is used to record ani,part of a�'Lales transaction or related end-user functionality such as workstakrarn reporting, cash management, engagemen tahle managemen or manager operations. If multiplexing hardware or µoft(we i e.?..a TP monitor or a nigh ser„ey product' -used,thyµ number m t be measure(at the multiplexing front end. For the purposes of the Oracle Hospitality true. cress PPOS and Debice Client gran(,a POS Client is a guest access control method that include.,.but is not limited to, tiles,gates and siring Coors that are .Waged by.the Program. For each gne-,t access control method,both entrance and e . pouats mast be counted for the purposes f determining the number of license::. required. For example.each turnstile mu be counted as Two P S,Client;((ire for entr a and one for east). Processor: shahs be defined.as all ocessors Where the Oracle Programs are costa:le an ` r Tunuing„ Programs licensed On a pricesiorba.nmaybeatcesseclb- 'our internal€nerstincludingagent^,and ctantrarto¢.µ)3.aa=�xaur third party risen. The number of regiured:icen es stew l be date ned by multiplying the total number of cores ofrbe pro e .orb-a core price.soy Been in f ctor µpecifleai onh te 0i.acle,Proces Core ore Factor Table which can be accessed at httra. o racle.com'`concts. A",l cores on All mii]ncore chipsfore3chlicemn--dPro am are to be agg-egate(before multiplying by the appropriate core pvoc +µor liven ing fatitor and a't fractions of a.number are o be rounded up to the ne:€t iihole number. When licensing Oracle Prom( with Standard Edition , Standard Edition One Standard Edition in the prociuct name (with the exception art WebC°enher Ent rise C'aph-n-e Standard Edition, lava SE Su:` caption. -lava SE Support..Jds a ;SE_-"&janced, and lv.-a SE Suit-e.le, a processor is co fed equi,,alert to an occupied socket.,h se-yer.in the case ofmulti-chap modules,each chip m the multi-chap module is counte(its ,e occupied socket. For example_< ulticore chip based sercer with an Oracle Processor Care Factor of 0-15 instaued and!or running the xogram(otliey zhan S t?nda Edition Chie Program or Standard Edition Programs)on 6 cones would require 2 price icr license,-€6 ultiplied by a bore pr e son icensing factor oaf.25 equ .. 1,50,which is then roundel up to the next whose number,which in_), s another examp _a,imultie ors serer for a.hartia re p:atform not specified in the Oracle Processor Core Factor Table,installed and o n_ cense_Detsiudons and Fuies_r 5_.tS_US_ENG page 9 of SERIAL 180233-RFP e Program on 10 cores yuould require 10 processor licenses(10 mu2apied by a coreprocessor{scenting factor of 1.3 for -A l of tacoi'e chip.'equal. 10). For th reposes of the fo_towing Program: Oracle Healthcare Data Repo itcsi�:orily the pro-resso:on which Internet Appcaeiosr Server c teyprise Edition and Healthcare Transaction Base Program; a are m mlle and?or running must be counted for purpose of letesnsi g the number of licenses required. For the piu-pa of The fall r%ving Programs : iSuppart,iStore and C ontigm ator,only the:p ocessors on vrhieh In t:4"ppic:ation Ser% (Stan of and—,'or Fnteaprtse Edition)and the licensed Prc am i�.g.,i Support,tStore azrd3`ox C onfi atom are running must be counted fo -e purpose of deteran3ning the number oFicenses required for the li-en-ed.Program:un -these licen=es 1'cu. mast also install an i rvn t}ie:licensed Program on the processors inhere a !Lcen=ed Oracle Ditabase( .ndird Edition and'or Enterprise Edition)i.s alVed aird'or tanning. For the purposes of the fd]!G Progra:mt: Conti_earation ltfanagement Pack for--'Lppl cation.,Sy, Nfot itoring Plug-in for Non Oracle Databases,, System M 'tarsng Plug-in for NTGn Oracle his ewaye,,Management Pack r Non-Oracle Middtenme and Management Pack.for-h'ebC'tit Suite,. only the processors on which the:Program that is be mmagedt`monitored aye i mning must be counted for the purpose ot -term=s g the manber of licenses required.. For the purposes of the fahavving Prop :: Data MR-'king and SUbSetting Pack.,only t processors rual:mE the database sera ers where masked,data.or data siibsets origsna must be,countedd,for the purpose of dete g the number of Licenses requuired. For the purpo.-se,of the follo rang Program.: ,_ plica.tion Management Suite for Cyr le E-Business Suite.Application'Managenrent Suite For PeopleSoft.,.Applica.tion Mana.gezr ent site for,Siebel. Application N nagement ;Suite for JD Edwards Enterpri-aeOue,. tpplicatr�ra'=iana.geaxrent Pack fcr l tilities and p catrcrn'':fanagement Pack or Ta,�.:.ation and POhCy l4,1113gemeut,all proce,,sors on which the nuddleware and?or database tofTWaye T support the iespec ,e u anaged application Progy m are r-�rnaung a not be counted for the purpose ofdeternrining the number of ease:required. For the purpose_,of the follorring Program- npplicanon pay Pa and rear L.7ser E penence:Insight,.all proceisoi s on which the middlewaye of are that supports the respective manage app :anon Program are i,ur n,na must be counted for a purpose-of deterur ntng the number of licenses required. For the proposes of the fo'iGkirmg Pragranrs: Infors atica P . er-e er°and PowerCor-nett Adapters. and Application Adapter for Warehouse Bun aer for Peop`seSoft.Or, E-Butme s 5ui' ,.SiebeL a S_'P,only the proses or si on which the target Database is running must be counted for the purpose of detenuissmF a number of li mes-requited N For the Disposes of the fol_',Gwing Program : Dat Integrator Enterprise 'tion.,Data Integrator Enterprise Edition For Oracle 1pphcatraa ,L7ata Lete atos a nd pglica.tron d Ter far D,3ta Integration an pplication.4Ldapters for Data.Intiegiration,only the processor(-,)where the data nansforananan pare sses aye executed must be coun d for the purpose of determining r?the number of licenses required. For the purposes of the folloaaing Pro, Iyi-1,Ienyoty Database Cache,only the pros-ors on mirich the Times Ten In-Mem r-v Database component of he la-Men3o f Database Cache Program is invtaLeca ma,Gr E must be counted for the purpose of determining the number of licenses gu;red. For the purpe>es of the foil sa ' e Program: Oracle G,&.ldenGate and Orac,e GoldryGate for acle Apphcanous. only (a) the processors running she C)racl taaase from which T'au capture data.and(b)the pia eMsar M running e Cyr:c3e databa: wa-ere l''ou will apply the data mu:t foe punted for the purpose of determining the nuriiber of licenses required. For the purposes of ollomamg,Programs. Orac"e CaoMenGate for Mainframe and Oracle GolderiGate r Ter:data Pwep'iration Sera.-ices- only(a) processors turning the database tram which Iran capture data,and('b) the prone-ssor running the datab-a.;se where You w21 a, y the data must be counted for the purpose of determining the n ni'ber ofhceates required. For the puypo :of the following Program: Ctyacle CSoldenGate for Nou Gra,cle Database.only(a)the processor, ng the non Oracle data .se from whicl'i g"ou capture d:to and Cb)the processors run, ing the non Oracle database where You will p1%,the data must be uuted for the pLupa.e of deterni nrng the number of licenses required. ,,icease_Defraitions and Fxlea_a 5 3.l S_US_ENG page 10 of N SERIAL 180233-RFP or W the pmses of the follo%%ing Programs: OiacleGoldenGare Applicanan A,3apters. Only the processors runtring the icur 'e 'u acle or'r--G3n Oracle databases)L-Gur which)Y"ou capture data must be counted for the purpose of determining,the,number of lice, es req e the odd. For multiple source database-,,all processors for all=rces must be counted. _P For se of the following proparrim: Oracle Jaen ate,for B3,z Data,Only the processors runtring;the source Or "e or non. "J'Oracle da fionywhic,li you,capture data must be counted for the purpose of detfiernsini/mffie number Processoi� of licenses Y )Rd. Foy anv Me aging Systems from which�,:Oucapture,data..e,:ver_v 1-5 queues'tapics-are counted/'"ce f multiple source clatabases. --N'GSQL repositories. or inessaging syrtems. all processors;or of bul-ires must be 11� - in the .7 counted. NNNS For the purposes of tf following Program: Audit Vault and Database Fuawal'L only the processors o the sources which are prat e,te,d,mozutGxe,=do-r, dited ns=be,counted fox the purpose Of determining the number of licenses r red- For the purpGies of the fzOljllc""a gpy-ogranr: Orate.'-T&%V-ebCGmmerce Search.oii?v the procesiGr-, n which queii.esuse pro.,ce-used must becounted. You.dorat ed to count processors or which the Program in running for index, gconteirtinconfigured-ontent tb source ass long as the foregoing 4e only use OF the PrGgram or all the processors ins talded in pis:en Pro*t, is defined ai a scheduled s N e pate process plan in operation Properti-:! is defined as a ZOc atmix math a Ele physical address. S, -0,0,000 Queries Per Day: is defined as fivNimiched thoinand queries ErGm to the next midnight(e,.Z.,a cLiy) to the Produn'tion.TvME_�--'L engine. mcluding but not hil*'Ted tor: text searches; changes facet(refinement); and page up,domm through resu:ts ,any text box query, change in face,, seiiec 'on- change im resuits. Queries that can be,reasouablv s1owm to be generated via,malicious intent.,such as Denial of Sea "se attacks,aye not �% against the number GF licensed queries. You may als,G use the programs for non-production ule_incluaimmut not limited to evelqpment,quality ass=nnce,and,performance testing. SNIfixRevenue: is 3efized as one mil:ion U.S.,Dot:Iar-it.3. mcom ,interest income andiron interest income)before adaustment for:expenses and tarrez generated by You auxing 1.fiscal year. N, SNI Res-tnue Undt r'Af qnq gement: is defined as one milli 11 �.S. �0113-rs in all income(urtere-st income and non interest inconre) before ad1ustments for expenses-and taxes generated by Y dUrmE flical year far the product lines for which the Pragromis are used. Record: The Customer Hub B 2B is 3.bundle,that udes two oinporer Siebel!yirversal Customer Master B213 and Oracl'e Cus,torner Data Hub. For thhe purpose- of the, Cu omer Hub B2B applican record is defined ay, the total number of unique customer(Litabase records stored in the Custom Hub B23 applicanan(i.e., s Led M a comporant Of Clutourei Hub B'_B). A customer database recarci is a unique bushes. ty or compari3,record-, which ' store-d as ar: account for the Siebel Universal Customer Master B2B product or as an orga cation for the Oracle Customer Eyata,H ' PI-OdUCT. caner Master B'_'C and Oracle Customer The Customer Hub B2C is a bundle tlx risclades two components,Siebell Umiversal Cus Data,Hub, Far the pur�rosesofdreC , mar Hub-BBC application,record isdefined as the to` nimberof unique,canto men 3itabase records stored in the,Customer Hu '_C application(i.e_ stored sy.a.component Of Cust. Hub BBC). A customer database record is a,unique,cGirs-umey(i.e, lr%-sical person,)record,which is:stoned as a contact for the ebel UnEversal,Customer Master product or as a per son for the ..cle Customer Data.,Hub product The Product Hub is a, b - e that includes two comporents, Siebel Universal Product Master and 'a'cle, Ploduct Information Nf amagernent Data,Hub. or the purposes of the Product Hub application,record is de8ried 2 tot J ber Of unique product database records star in the Product Hub application(i.e.,stored in oi component,of Product pro adat2lb3se record Lsa unique product co rient Or SKI"stored in the MTL_SYSTEM_lTE_NfS Tab:ewith an active or inactive staru�t`Imd does not=lude any. instance L I tems J.e. *-star itenia)or orga=zation,assxgnraents of the same item. Foy the puypo- s of the C'ase Hub Program a record is defined asthe total rune ea:of unique case database record:,,n ' d in the Case Hub ro;Er A case databaze record is a unique,request or issue ieqturing investigation or seii,ice stored in S, CASE"7 an le with active Or -active statu", azise_Deftntions and Fx0es-i-05 3.-26-US-EN& Page II of SERIAL 180233-RFP 'L\4 or the p-m-poses. of the Site Hub Program a record is�ieflrsed as the total number of unique site database records stored in h� 'S =ES B tableof the Site Hub Program. A-site dataliase record is a,unique .ire Re-g..an asset,a building.part of a, _S7 (.UL. as a,store or a,franchise wrthm a store.an ATN,-L etc.;)stored in the Site Hub Program. Forthe opami It-Ted abave,please see the application licensing prerequisites as specified m the Applications Licen, g Table accessed for the grant and which �N�, e accessed at k� c om iestricttow,of the undeillying Oracle technolo For the pla-pos Gf the Oracle Data Rei�atiom.-,bipi�,lana,-ementProgram,a record L7 deanedas the unrqueoc=enc G,anvbusiness. obje,tormaster ala construct that Yau choose to manage within the Pmgr-ain. Records may descrill'beany n :der oferttetprise irformat-Lon.assets. - mmonh,referred to as base members.including but not Ifinibed to cost-an, Ve" ducts,',legal entities, ger a Organuzations,pro'du pro ud assets, assets,:ocations.regions or employees. Additior,.L,'Y.a record may als e a object, common}referred to a. a rollup member,that either summarizes ban--members, or describes haerarc information associate�d with underlying base m ers. Records represent unique occur-renzes and they do.not in,ci'ude any,43, cates or shared.references .I or that maybe essential for ma.- For the put-aoser of the SiTpie�fac yc le NJ ana ge nrent and Supplier Hub Pro gra ms a r ec:cj-,J in e fined as a unique'bun-mess entity or company record stored as Sup Kier in the A.P SUPPL=S table of the Supplier Lifec e Management and Supplier Hub Programs.. For the prit-poses of the Life Science-Cus, er Hub Irrogram,a record us defined as the, ber of unique customer database records storeci in such Pro.p.-am. A customer tlataba.. record is a,„ru,que physician ij.e.,phys' I person)record ivhich is stored as a contact for the Oracle LiBe Sciences Cus;tGurez Hub Py^�aim 1 GO 0 Records is de fined,as 10 0 0,cleansed r e c:oil\(r e. rotti,n)that are outpu om a.production data flow of the Data.QualityfDr Data.Integrator Pro--raui. Regis tered User: is defined as an individual authorizedb You to use th sei-vers.zqgai:Llless ofxhelher the individual us actively us the Pro -am- at any given time. Registered Uner s shall be business partners amnd!'02 customers and shall not be 11 oiff enus"ayees. :50,000 Requests Per DaT!, is defined an two hundred fifty t ,end requests from midnight To the next midnight(e.g.,a day)in the production systems. Requests that can be reasonably S IM to e,generated via malicious intent, such as Denial.of Serlice attacks,are not counted ae-irtst The number of licensed re sts. N.o u as a'no use the Program for non-production uses,including a assurance.an anc..,ridn' but not limited to development qualit,assurance.and p r=mance le For the purposes of the Fo'-"cF%-mg Program.-, LTG ` Cormner-e-requests r the fall.ATG pipeline at the ATG D i%mamoHancLer in the ServIet Pipeline triad,e by web bro wrsei-,or, we.o senace c theti 'n sy7terns.including,but not Kited to:JS? in py' ' "K -,ca— page requests:-Aj am requests:REST service le i sts: SOAP sen.i.ce requests.we sez-,-ic. .71,by native mobile applications,itch front end applications or other yruezrated ext aI a=Ystems must be counted for the se of determining the number of licenses required. For the purposes of the fGlImiing Progy :WebCautey Sites for Oracle,LTG%Veb Cominer ,request-to the productionMVebCentey Sites or production WebC'enter Site ss ate-lite Sec,-er Proga-3ins for page or page firaeuients,IS age requests.REST sen-ic e requests,.. SO-AP service request, wxw or eb,iet, ce call-by browsers or external application mint be,count for the purpose,of determining the number oflicerises required. For the purposes of the fc� r me Program: Endeca Experience Manager.requests at the producti ssemITIer and Presentation in,cludamg lyrit not I 'ed to:any page request for E%peiierrce MaU32ei any single,submitted quest3:the Search Engine(text 'box queries,selection changes in facet selection),page requests by an application(e.g,.,ATG'XL-eb CG ercel: direct requests from webbrowners'.. ser-i-ics calls by native mobile applic atiorn,rich front end applications or other ante , Ted external,systens must be counted fo lire,purpose oFdetermintrig the number of licenses required. Ret-aflRegist : is dearsed as any de%ice designed to record any part of a,sailes transaction. For purp es of the Oracle Retail Xntme Office,Pro�ram. the licensed quantity purchased must at a m' 'muns be equal t IL Y greater than umber of Retail Registers on.uhiclLthe Oracle Retail Xitare Point GfService Program is installed alld-or iMrJ3in,--. -N NN NN NN cease_Delluitions and FxCes-i-05.3.-26-US-EN& Page 12 of"\' SERIAL 180233-RFP etad Store:is det rred as any location where two,or more people are employed to generate revenue by selling goods and sevicc TO stonrers. Retail Vi reless L3er.te: is defined as a.detached device that accesses the Prop--arn. Examples of vv=rrrele.as dev ice.,inczu ut are not limits to, canners,RF dev-tce a,PD.A s. Revenue C'en r, is defined as a to pcal reporting as confirmed witimi a Latatic-n. For example-a.restaurant that - eps its report-, and configu ati =separa-e from its bar and its room service would regture 3 Revenue Center licenses it}ne for the taw ant. one for the bar and one fo corn.service). Rosetta vet P.artnerlkl"rfsctmProces e:. i r �F_): are defined as business processes between,vadinig rtner- Pr configured system tr ystem I.-1L- rd ' Sag for the relevant E-Su ure tsurfte Apprlicarnan(s)ar-e provided Each precanfigmed PIP include a u tine.µ'o€urn�t with the t-ocabul.ar�and a business process nath the choreography ct th .sage dialog. `ta �A Rule Set., is defined as a data r es five cantainir g,content for a givren country in order to perfo ata quality functions op far teat country. _ Server: r defined as the computer o sn:hich the Program are installed, n Server license iows You to use the_iten: d Pa;og anr. on a surgle specked computer. For the purposes of Acme Packet Programs;. Sender in a%it NMI environment is de as a virtual m achme image. Seri-re Order Line: is defined as the total cu r of service order entry me, mr processed hr,the Program during a 12 month period. Mv€tipie sernce order entry line items rn y be entered as past os an. eidua customer 7errrce order os cuote. i'ou man not exceed the li-ensed number of Service Order L - during any 1'1:mo penod unless You acquire a6iitional Service Order Lne licenses from Oracle. 1,0t 0 carte.; iL defined a.,one thou.annd=que sites added Multi- to Quores createa awing a 12 month period.. Sites,added to &lulu Site Quotes..re listed,as reccrcL in the Site C haradtens s fir. av and the Billing Group View of a Mu�-5itre Quote. �Site record is uniquely defined by its Serr ics,Account and Ser rice rnt field_:. A s ngle Site(as defined by it Service Account and Service Point fields Site)that is added to multiple Nfulti-Site t created dining a 12;-month period sha t?he ordy.>comxaed once. `ta Socket: is defined as a slot that house.a chip(an a.multd- '•p modu;e, at contains a callection of one or more carer. F.egard=es: of the nurxmber of t or es;each tchip(or m ti-cLtp rxvadule'. .L taunt as a ,e so��et. l cupted sa kets on which the Program. is instated and,or,,,,,,a.;,,a must be licensed.. - Oracle Sol:tris Premier Subscriptian for'ion racle Hardwartt per -ocke is defined as the right to use the Oracle Solaris Pi:ogm`amrss (as defined.belmvf) on hasdwa e no manufactured.by or ror Sun:"Ora e. and,to receive Oracle Premier Support for Operating Systems se dices t,timnitea to the acle So:axis Programs).. for the testa. . eeefied in the orderaug document. "'Oracle Solarms Programs'-refer;to the Oracle Sola ,operating system and the separately-li,e P thud party technology(Ps defined.below). The Oracle Safaris Programs may co in third party tech o!'ogy. Orac§e may pro de certain notices to You in Program, Documentation. "Yeadme" files or the stallation details in connection vi,ith such third paid :technology. Third part}technology will licensed to You either under term of the agreement or if specified in t}�Program cumeatation,'reawne"fie ,or the installation details,under eparat incense term,("separate termsl' and rat unde.the teams oC agreement("Separately licensed third party teclnology'). !four e _rt to Use such Separatt=ly,licensed third party technology under t epam ate karts are t te.trrcted in any wa3,bythe agreement. e Oracle So risProgram)maymtudeorbedntriautedwithgemtain. par-atelyMoen.ed.components teat are part ofJa ti a SE{ Ja^ .SE"'). Java SE and all components associated sets it aa:e licensed to You vcler the teams ofthe Oracle B mary C ode License A- anent for the Ia:ra SE Platform Products,and not under the a peement. .4�ccpyvtree Oracle Binary Code License-1 greement for Jan-a,SE P?atfornm Product:can be found at.';'3, w.I a Thin subs mtptron z am able only for a Server that is ertified by Oracle and listed on the Hardvwame Compa. M. Lit 1HCL)at i"A a- E s T ou mu t obtain a ubscrtptian frcease for eacE s ' et in the r,eraer. The subscrvp ; terns is effetnve upon the -_Hc ctive dare of-the subscription ordering dacmnemr,unless othe has Stated m Your ordering d eat. If Your order was placed through the Oracle Store,.then the effective date is the date Your order ar accepted ay'Ora.c3 Oracle Prerramer Support for Operating System see Liras are provided under the applicable technical supportolicies in effect a e time the services are provided,. At the end of the specified terns.You may renew Your subSeraption,if avraila ,at the then ant fees for tisis subscription- cease_DefrnttionsoziFxilea_v 5_"'t'S_CdS_EN& Page 13of SERIAL 180233-RFP I1,'om order spe ifies'`I—4 sachet server"et"then You may any use the subscription an a,set er with not more than }sockets. 1'o -order sperrfie octet sea Ter"then You may use the uhscrrptian for senler:.x ikh any number of sockets. tare; defined .a phi rc stare ocatran which sell bads or en-ice,that utilLze sane Point-cr#-sale(TOSS)system. If a. ysica i stare 1oca has multiple POS systems,then each POS system must be counted aas a Store. Stream: is d� ed as a conctu�ent backup or restore;ob to a tape.disk or cloud target. For tape Target (which,�� be a physical &ape doe e.g, ,10,000 or LTCb 6's or a „irkrral tape drr e),each tanfieuted tape drive aaithm the Oracle Se ur acLup dam.in must a catuyted f dete the number of rcen es terl For disk targets.each come uaeayt jab define.per ache Secure Baclup desk gaol m t ae counted for deterzxng fbe aurnb� of hcees reused. Far gawa based tar util armg xhe oracle Secure B,a.tkup Cloud, odule,each paraEe lteem"er r Manager�rv!_��i channel must be tata/fborg mn.g#hie nuivaer trz licenses re�quired. ;subscriber; i.s definedas(awcrkrng telephone nummber for all y melime de ices:{l,"i a.partab paging de+„ice that has been acti,a#ed b ^}au,far sauel commuucanaaa.and gag irg.i,c;t a eesidentia drag or'a nanruce settdced by=a c:a.ble provider ar t d a li,e cav €ted a 'ty nveter. The total ztuail,ea of 5ubscrraets equal to die•1ll rapes of S,ub cribets. If Your buLmeMs is,not defined in th uruuas7•definition of Sub:,ii.ber abo;e,Subssstriber is ft.ned a:s each U.S. S1,00 mcrement of 1'aur gab. annua revenue as report to the SEC:in au1 annu I report,or the egtuu a:1e accounting arrepolmig docu&nent 5uitet is defined as all the fitucnonal sct`. e component.described in the product d ., ntation. Sun :ay Device: is defined a s the;Sun Fa,co%titer on mthlch the Program is no. Syste,= is defined as a..tngle tanfigua:aticu enviyo # Test,productaaa;,, mzi development configurations are con:adered three separate systems that'=:;t each'se licensed. Tape Drive is defined as mechanica:dea-ices used to se q t'3113 mti re.d and..restore data from magnetic tape media. T�picaLv used,but not limited to, data protection and archival puypo s to drtid�s are deployed either as a standalone unrtf,) or housed within a robotic tape hbr ara. Examples of tape drive inc°ude b - •e not limited to.Linear Tape Open(LTO).Digital,Linear Tape (PLT).Advanced Intelligent Type( ,Qvarker-Inch C artrid 4 IQ,Digital Audio Tape(TEAT),and Smm Helical Scan. For cloud based backups.Croce counts each para'lel sti7eam or IC o,er =l Tanager{elf 1 channel as equi,alert to a.tape dyi„e.. Tap-e Libra,y Arlo t,. is defined as t phruca,_slat loc:atio ithin a tape ' rar y where each slot accepts a:single:tape cartridge. Techuical Support For purposes of the ordering document„technical duppart consists of armuat t li rca_suppoat seni€es, You Wray has ce ordered for she Programs.Ifordered,arnua_Technical supp '�ludrng�xstyeu and all subcent mar )is provided under Car-cle's technical support palncaes in effect at the tors the serti es are pa aided. The te p Art po'licies,rncarpor ated in this agreement,are iuba ect to change at Or ache";discretion;ho et et.r�tacie policy=changes ti i1{not reru n a.ma.teaiai a:eduction in.the le a el.of erii<�:a prot-aded for supported Programs.dunne -e period for which fees for technical suppo\h,,esn paid.. You should review the policies prior to entering,rnta the order g document far the applicable=ea�nrces 17ou mae cw:ent a eruon of the technrical support policies at tt.. :Techaic.a.1supportrseffectiveu a the etfecti e date of the ordering document unless otted m Your order, If'1'out order to=as placed dir.�ugh the Ctaaci' ,'tore,the effective date L the date Yarn order was accepted by t lr3 L�aoftsraere tc prate Lrcen support ar any race m ar technical suppoxE off sing to ailware L pda.te �ense Support-"SGrL a";� acquired with IFarm ar r jaray be renewed annu ally and.rf Y'ou renew SLZS,for the-same number oflicens for the same Progaams, far the t a=Seca d renewal year,the tee for SUL&will not Inca ease bl,name th n 4A'o oz,er the prior ye, -'s fees. It Yon order is f=, ti°ed bar-a m ber of Cra,ck's partner Praerain,she fee far SULS,for the first gene* o.]year gill be the pr e quoted to You by Your partner.;t fee far;SU'LS for the second rersew al y=ear will rat increase ay mare than °®over the prior yea 's fees.. If You deci e to purchase technical support for any trlen a within a ace a set. You aye recnw-ed to purchase tec -�al support at the same ,el for 7;licenses within that license Met. You may=desupport a subset of license m a li:enae Set:onlhr if _ agree to resin n e tl a t suaae#of hirer es. The to:hrdcti,uppoat fees far tlxe remain ng licen es,utill ae;prized in a.tardance with t echniml sill policies in effect at the time of termination. 01 cle's aceme set definition is available in the current technical ,report N �rraase_s'7.etsuirons,a?Fie_1135 3K t£_CtS_ENG Page 14 o�' SERIAL 180233-RFP hies, If You decide not to purchase tecl nical support,You may not update arx unsupported Program licenses uad.th new verso { e Program. p Telep ?rue Number: is defined as each unique telephone number for which the bi lizg,information is matuaged or displ'a using the Pro_& .regardless,of the number ofindi%adual ar ount holders associated with such telephone number. Terabyte: im 'efineed,as a tera.by-te of computer storage space used by a storage Alex equal to one tnlhon h-tea. SB in Total.-k a >, -defined one billion LF .dsi``ass of oun latest publi-hed or intexrally?6 anal le °"T;.:al.—'ssat Value" as disclosed in YOU17 11.31 report and°ba regulatory filatags. Trainee; is defined as mplo-vee,contractor,student or other per-acn who is becng recorded by the Pr -am, Transascdon: is defined as h set of interactions thzzat us ini tiafied bV an apphtaturnuser recorded b f)racle Enterpr�Manager to capture zvc3ila bilihr area perfor> ance metric e used in calculating ier6ce levels. For example,the f oivng;:at of interaction:would represent one transaction: login, ear vh customer,log out. Tr ens ac tiara.5ert cons `liem t: cs def�d as a de%re that i,i used to receive data from arr ext gal source to record a safes trams ctian (e.g.,a device in a coffee shop that r3 ur 'customers.to enter their satidixichorder-). multiplexing hardware or sofft.-wire(e.g., a TP monitor or a.web serer product)is t s number must be measured act the in 'plexing Ecent end... Foy the pwposea of the Osace 110 pa.taIity 5anrony Transaction der szce.Prop-am e.-ice:s that are w.:ed to:,ens,property or revenue center configuration to•n extern.:roue ce nu-t b oun,ea as Tran anioner is Clients. For e ?mple,if a nagxta,l signage proe ides .want to displa>f menu ttem inkirnation e g..pr>�narrae,eft on a menu' aid behind the couunter and the Warne board. }-'tens reclne t7 that a device pro.ade s a list of the menu-fie ,and prices that axe s.i1:ale for puu chase,riven that de=,ice must,Ire li.cen ed as Transaction Sen-ices C bent. w T-P D n-eloper is defined as an undo,idaual authorized by In to us Pr ogr anal which are nistalled on a i angle aen er or mulnple :exreia•iegardle s,of-w-hethex the ands ad al is acti.;ely using tl: grams at any gr.,-en time. L7PK DeveLopers maT create,Tm odifw,. waew and.interact.with simulation,and documentation. UPK M adule, is defined as the funcnoral so -rare cG.mpc nt deco Axed in the,product demcumentaticu. VideaWrapper: as 43efined as a standaxdi:.ed cout3i th t acts a a systeam for%. dec,assets in taliedper site. axamples of video vwrapper fonna.ts include Cif.NOT%OPIA,z ktime and L.' Wireless ltaud•ea; is defined as a mobile co canons device such as a ile telephone,PDA,or paging de-ice.,that La-as puianas�fire--ctuons.xiu�ele :.�.ice cornnuuanacan sand data ser,zces�;c o�,aded throe a ses-sc:e pro 6��3,er. �a Workstation: is defined as the orient co titer frons Which Pa-Ogaarns are being alcessed.regardless of.where the Program-is installed. Terra Desiennation 1,:,3, 4.5 Year Terms: A P pain license s-peciiyiug a. 1. ,, a 4 or j Year Term shall co s on the effective date of the order and shams continue for specified period. At the end of the spe�ified period the Program lice Ee shall tenmsnate. cease_Deffaitions md FxCes_a S_'t6_US_ENG page 15 of SERIAL 180233-RFP �acensing Rules for Oracle Technology Programs sand Oracle Business luteffigeuceApplications F. over Sirbj ect,to the,conditions that follow belotx%,Your license for the Prop,=,fisted an the!;S Oracle Te-chnolop,Pnce z w1uc mar be accessed at includesthe riEht to run tES:' lased ---------- Progra (s)on an uss-licensed spare computer LM a failover-eirl-nomment for up to a,total of ten separate days in any given Ietrdaz year(for :aanp€e,r tailat er node es d7a for tsar bona on Tuesday andtha e n au.onFndati..rt cartat:,a.tst*o day ,. e aoo„e right only a V,,hen the,pnman,n efalls,the fai cover node ors as the prmiaxyr-Gde- Once she prunarynode is repaired.You must switch back to the primar,v de. O=e the faLmanver period s emwee-ded ten days. the fai].ovex node, tacit be 'licensed. In addition- only one failaver e per clustered emixonment is at charge for up to ten separate days even if multiple nodes axe configmed as fai:'Gver. Dawmt for maintenance purposes counts tow. "s the ter separate day-anu tat ior. When Bien ing options on a fatic,-ey options must match the number of licenses the associated databa;ze. Additionally.nherrlicensing byNaiiied User Plui,,the Us minLmums are waived on one failovex rode only Any use beyond the right p-antes an.this:Moon crust lie hie eaarate. a f3ilovey envnGnment. -oduction and Failover nodes when licensing a.gr,- If-'s uralm �u the same licensemetriciiiii beused.farthepa " I corfig, n- Ttsting: post die purpose Gfter g physical copies of backups. the Onside D, - -e(Enterprise Edition-' Standard Edition or Standard Edition One) -lude7 tine right toiun the database tin amunlicer,--ed compute- o3:irptO foil times,rot e.%cday a pea°testing,in any given ca eeJ=,= I dar year. The aforementioned right doe-,not cover any I data recovery method -such as remote ixurroying-where the Oracle gram birmy,files axe copied or s-uchrouized. You n.re responsible for ensuring that th, ollov%ing restrictions axe not tAolmedr 0 v be licensed an sea,en that hay a raaa. maa capacity of rackets. Wheriused aN-ith Oracle Deal AppLic.,.tiDnClu-.atea-.-,.,Oracle atabaseStmdardEditiGn'- y only be licensed on a,maximum of 2 one-:socket sea,-ez-s. In addition,nora-ithstand- o% an in Your Oracle lice -e agreement to the contrary;. each Oracle Di�,sibase St-an-dard Edition 2 database may u e 2, f 16 CPU ths dr 3MV time. 'When used faith Oracle Real'A pplicatior C.�usters.each Gracle Database Snn7LE Edition 2 aba;e may re maximum of 8 C'PT_T threads per instaitice,at mi,time. If minimum of 10 c ,� YOU 1 maint a� a, '��7'1:P per seix ex. You purchase N3.med 1:ser Plus_�Ulr) YOU • If you are livening the Oracle database Program.you to not C . se or permit reverse engmeeiing(iml-,ess iequired by law for -laded in or produced by,that Program'.the foregoing includes a prohibition on reverse engisseeting of code, IZ,,r causes.file formats or memory formats included in or produced by that Pro gralu o 3:use of a,ny tools or product s tha t rya e n nvL-df:Lom the i-everMee.tigmm,-ingof that Pi-oLn-iluGythoie data farnmu. • Exuadat,Database In.-IMemory Mayor-1,'y be used on at3 Datab 3;N N-f achines and Oracle Superclusters. • Ema d it a Multit emi nt mays on14'!tie ir se d an Ex 3,da t"i atabase N I-.a c hi nes Otacie Supeycimters. • W eb'.Logic Sercer STandai-d Editicva does not La- 'e crmc'Server C s;tenzg:,. • Bu:,Luesslntelit--_ence Standard Edition One c.a on2ybe licensed onsen-eri t ha:%,-e the,abdiN to LMZ 3,MZXmraln of 2 sockets The data sources for BI Server and BI Pu are limited ta the incluled -acle Standard Edition.One,one other database, s and asay number OF flat file sources such C'SVI.and XLS. You Laay u sL Or -le Warehouse Builder Core ZTL to pull.data, acm.mi,number of data.sour ces but Y , must ire only this included Oracle St. . Edition One as the larget database. • Luformsatica.PorwerCenter and Potter zinect Alhipters ma:1v not be used on inda e basis or as a standalone ETL Tool. The Lrformatica.PowerCenter and Pox -onrec.tAdapteys may be used with aw., dat,sburce provided the targets are: (i,)the Oracle Business lnteL'izence ap cations Programs(excluding,HyperronEuterprise m Pe _1 r mparce Manapement Appicat-ior ), (ri)the undexlyingpiatforrs the Oracle Intelligence Exterded Edition In elhE mee Standard Edition One or asr ciated components of those business Intelligence apphcatiG PytrFm= run, or(iii) 3.staging database For any of the fo going. Informatica,PowerCenter and PoweiC.onnect Adapters na, lso be,used where the 0"-,c:e Bmusiess Intelligence a Hcatiorn Programs (exc:udingg Hyperion Enterprise Performance Mass"... anent Applications) are the source and rats-Orac" BiLsmess Intelligence apphcatior Programs are the target,pro%idsd,that its is do not,use,In&ruivicsi • PGivexC enter and Ir -xConnect A-dapters to trarnfdrin the,data.With respect tot !ava.SE Advanced and Janca SE Suite Pro-gaims,You max not create-modify,or chaNfe the behavior of.or authorize YG users to create,modify,_ tar change the beliavio2 of, classes,, irterface-, or subpackaees t are in an, wav identified as' xva".'Jreax" "sun,"or 11 oracle'" or any varian"on of the aforementioned namm@.7 convenno3a2s. installation and auto-upda, processes for these Programs transanif alimited aunt of data to Oracle (or Ets iervice pym, r about those spes.dic roces-ess to help Oracle Understand and optunize thera. Oracle does not associate the data wals personal.,-identifia.ble infor lion. You,cam find more mi'drmation about the data Oracle coBjecti at ddition.._copyright non as and license texnam applicable to Portions of the programs are set foLth at OM1�1"ll-,_'1011'A .............. ...........11-------- paee 16 of SERIAL 180233-RFP " ragrmns that contain"for Oracle npplica.ttcars"in the Prograrrn name are innted use Programs. These]innted use Progra N nIxy only be used with"eligible"Oracle application Program,that connin.the follo—trig prefixes m the Ptrc gram name: O c.le Fus n Oracle Ciommunicatiorn*. Oracle Dacumsil ei, Oracle Em ecat, Oracle a�,nowledg€. Oracle Media, Oracle tails`, Ora 1 me prise Tarcatian'�=Oracle Tax.,Oracle Utilities*.Oraacle Finaucia_'Services*.Oracle FLE 'C`L7BE,Ora,�e r-eleus„ Oracle N antis,Or Healthcaae ,Oracle Health Sciences,Oracle Argna,Oracle Legit,i ra.cle In xnance.Oracle rtrrna„era, Garacle Hii itality,Oracle'==_and f'h°acle Relate. For those prefixes designated above with a not all Progr -with that prefix are el b1e for use with the "for Oracle Applicahotrn" limited use Programs, For a.lint of excluded P -grains please review the A_ fcatsons Licensing,'Table,iv]iich may be accessed at _ g F4otnia r >dME anything _ .,_... above.Oracle B -iness Intelligence Surte,Extended Edition for Oracle,_ppiications may or�ly be used na "eligible`Oracle appttcation Progra =that ontain"'Oracle Fusion Human C apital Management-as a.prefix m the Progrz triune provided that the Oracle Fusion H n C'apLtal l'vlana Bement Programs are the onl-,=Programs conf,-med to run ago` at the databa_e instance Oracle Business Imelle ence Suite Foundation Edition. for Oracle Applications ma, also be,use raith the Oracle Produ--t Info rau taan Manea.ge mess-t{ ai s=tic s,Fusion Edition Oracle Customer Ua.ta l,iinagement Analy-ta- .Fusion Edition and Ctracre Product Life-vcle e_nalvtics i a_r . t r-acl-Business Intelligence Suite Foundation Edition f' 'Ch acle pplica.tion rs a ax a.is o be used with the fallowing-gram- prodded that the Oracle,Fusion Applications are t try data. source: Oracle Sales A 1�Xica,Fa ion Eaitron. Oea e Parts er Analytic.,Fusion Fditmu.Oracle Ser]Dply Chain n,Odder Management Anal-,tics: CJr acle Finautiial, alll tics.Futon "tron:Oracle Procxuement and,;Spend An.alyd-.,F'us n Editso r:Oracle,Human Resou2csi ral-,tics.Fusion Edition and Ora,cl` ro;ect_'na s-s tic:. -Any use of!united use Proissra r containing"for Oracle Applications" by other Oracle applications OF third p ;applications is not permitted. • Oracle BPE.L Process !Tanager Option r Oracle Applications znai� be,used a y to errab%e business processes- xa"orkflow :interactions and approvals arriflim eligible acle Applications. WGrkflow inte .ctions betsaaeen eligible Oracle-Application., and,either Oracle:Applications or thud P. #r .pplication are al°foam a.s lax s the3°are sna'bk aaitlated rn•ithin the eligi.bse s Oracle Applications. Business Processes de d in BPEL are allowed as oug as at least one of the setvices invoked moil ry=thin tLe Ba =tress Peocesws access au ele ble Or leAp phcatiou either sly ;=.ia Web Services)cce.'r or VU.,.m adapter. « Oracle Business Intelligence Suite Foundation Edi. n for Oracle r_pp'cations may be used oily to perform query,reporting and anal3 sip against a,nan action database. data war use or an Sbase OLAP cube if. ij) the nanaacnon database is a eligible Oracle App7_,,tcations namicti,on data.ba e itself an eactsa sons m whole or in part,of an eligible Oracle,Applications trap action database.without non>tidtwataov( query repo e analysis agamst a transaction database that in not an ehEibie Oracle Applications tramaction database,re-quires a fail.use, _hs a of Oracle Business Intelligence Suite Foundation Edition)-, or iu, the data warehouse is a pre-pack-aged eligible Oracle 'p- ications data warehouse.with any,customizations neces limy to reflect curtomizatioas made in the eligible Oracle Apgrlic an--. d restricted or]-v to the eligible Oracle--'i pplica tion;sources (query repotting and anal y s agamst exterts mans to the ` to route use drawn from source systems not up}parted b the pee- packaged data rrarehouaees require a Fulx use heens f tkrmle F3u ss Inteli.gence Suite Foundation Edition) or (id) the dimensions of each Essbase,OLAP Cube are: ia-c .from eligible Or "e Apply:ations. ■ Oracle Ml--ebLogc Slue fG3: 7r-acle.�-_ppi-icaiio ay be used only as an wedded runtime for eligible Oracle Applications or to deploy cu= anous to an eligible Ora- Application. The % eb gic global datasource or one of the 4ltebLoPc application data atac es must be coafigm ed t acre -,the scherar<a cf an eligib Oracle Application. ■ Data Integr-ato¢Emer tine Edition for Ora A e Applications xna-,=only be used rri the Oracle supplied data integration jabs and customization of the supplied lass is all �ed. For the avroidance of doubt,,ex;3n-p -s cf n es that are not permitted Include,but are not!united to..the fog owing: ad . -new jobs that support differ application applicati tie schemas,cz e•aou l=unvatpportea application modu es. « Oracle SOA Suite for Oracle Ap tcanc is,may be used only to enable integration,.bus ss processes..awsork#`ow intezactioirs and approvals raithm eligible c'-`e Applications, Workf7ew interactions bstween eligible racle Applications and other ncn- eligible Oracle Applications r third party applications are allowed a,loug as they are eit r initiated or terrrrinated withm eligible Oeafr.IL-Applicatio .. Osage of SOA cotnpo.ite (inciuding but nor'imxted to Rule:,M: tor.,XSLT transforms.,BPE:L proce.ses,Spring comp nts.lWo rl-low ner vices and.OWSM secu ity policies,,%is aLG ed as Ions sat:east one ofthe see,ices invoked fi am withxa e h composite acres es an elxgxhle Oxa cJe pp catrou either na ti v l ,Rza,'w'e sew-tees)or v,•ia an ada.p es and the invocanon it art of'a flown that in either initiated or terunnated ixathirt eligible Oracle AppLEca, ns, Oracle Service Bus (OSB)usage es a axed as$an? .=.s each szr,ace deployed acres:e: an a Bible t7tasle Applicatccn ea r nativel-; (vla `eb set ices)or via adapter. t Oracle We ' Ater Portal for Oracle Applications may be used ozily to ;urface eligible Oracle Applica .ni a) and custom app'icatioa (collectively, eigible-a.ppucations"). Surfacing any third-PMts=applications. including other a ucations from Oracle,r wires a lice)e ftra Oracle i'ebCenser Portal. wlnlnple eligelrle application tun;he sw.f.ced m a single- r tat entrance provid that a�Ii'ebCenter Portal for Oracle Applications-license exists for each eiligitrie application =faced the portal. We- enter Portal for Oracle Applications mar,=be used to integrate the viFious WeK.entex ser•ices(e.g.. nikis, "cgs. and ussion R into an applic:a.tion context. as rvTell as to,build out custom rsorktlows and notifications bet•ir=eer,the hzible placation and W L•>C'enter Portal components. The content management features of the Oracle WsbCenter Portal for acls rcease_Defrn¢tions.ivd.Fxt1es_v D5 .]S_US_EN G page 1'of SERIAL 180233-RFP anons Program maybe used to:stare and manage document-,crearedautude of the eligible applicmionprovided that s .do entr are related to the eIL6b,,e applic ation or to the application context. • C2ar'4.%VeKenter Imaging for Oracle r_ppLiczatiorn may be used to create and nroiiify unagan.-searches.to modify pre-pi apd image applicatiam.document tarpes, and to create and tnoc�Lf,ippin mappings to imaging applications Ora,c1le Center Imaging r Oracle Applications may also,be used to urvoke web ear iceapp]jCatjGn pro,'j.ajM=r,g,'inteyfae (-A 17s) from. Oracle ApNtion workflows. A license for WebC'emer Imaging far Oracle--applications required to define document Tape �e na�-erner-t ofinm7e-urielated to a pre-pzckaged Ora.,cle A.W.hca:tions in.tegratiGn.to develop-s 1. --wm1fl.mvs. and to m oke- • (h-acle Identity.- Access Management Site Plus for Oracle-Applications nuay be used o g. t .21 ciate-i Fetions for users.of and within eligibleOrc'e A s-pplication . The Programs may be ur-ed to dG 1"fo G Arm ,?add.,delete.modi£v. and manage user idea ies and rales in the eLLgible Oracile Applications: (_)provide vveb access ma. ement and single sign- on into sheible,O-icle- licarnons-(3)provide data stor,ge or virtualizzaticar to data storage of uner entities and user idsntit-�, related inforuntion oz au riticattan and authcaizatiGar policies for eligible Ora.-cle �kppLiczatk/-us- 4,,"�laymacie Federated single Dracle-A- hearLarn. sign-on 70 eligible • Oracle Coherence Enterprise titan for Oracle Applicatmas may only be used mathm the 3a7.,-a Vutual Machine an,the elipble OTac.'e ApplicatlGar ccv Wants. • OT3,Cle GoddenGate for Oracle App cations may only,be used nath the Oracle supplied , tepation j obs. Customizaticir of the Oracle supplied mtegmtion -ob,s is owed of necessitated by (i) custGnuzations o e source application or of the target appLLcatior-Gr(ii,,for perform ofthe GGIdemCiatE configuration. Oyac Ides Gate for Oxac]',e Applications may not be used.(i)far:data,replication 5 non- a plicaozan or(in)by third party applications. for any type,ofdata urtegrarion(11'TepLLcatro usposes. For the avoidance crfdou -ea-ample of ather uses that are not permitted 7 i j'i nclude.but are not nuted to the fbl'mving: licating,data to non-Oracle tabs es(mcludimg ISIySQL).,adding new source or target,schema-,adding un-supported,appl,icat-i module s to source ors tar scheMaS.SUPPOrtME,Gther ieplicat-ion topologies (e.g..active—,tive,or multi-master)Gy adding any mg not supplied ov c..e. • The license for the Hypeaion Plarmmg Plus Props. include-, 3 1" 1ed use license for the Crack Essbase Plus,Hyperion. 'ted use �Lcemse means that the Oracle ELsbasAPlus, FinancialRepGa-mig, and Hyperion %V-eb Analysis Pro =S. Sul- Hyperion FmancLal FRporfing and Hypenou Web A-na fsis Pro am,-, may only be used to acc*ss data fiom the Hyperion Planning Plus Program. The Ormle Data,Integrator for cle us ones Intelligence Program maybe used to load data,from any data sour--e provided that the target tab use L,the H-Yper x PlanrinE PIUS Piogram. Specifically,the Oracle Esbase P'rL Program cannot be used to create E-base cubes that do noc 0 am data,used b-,T the Hyperion Plazm 9 Plus Program and the Agpe-pte Storage option ccuapone=of the Oracle Essb, Rus -ogrzam may not be used. • The license fbr the Hy,berioai Profitability-.and C ost M agement Pr -ins includes a Lnuted use license for the Oracle Esibxse Plus,Hyperion Financial Reporting,H'�. ' "eb �d Or le Data.Integrator for Business Intelligence PiGgrams. r eb er"o 1"E"_ 'Suc li I i mite d use Manse. means that i acle. -e Plus, ypenrn ancial Departing.Hyp*xion W Assalyns andorarle Data Integrator for Buitneis Intelligence Proggr s may an be used to pev-,data f7om the Hyp erion Profitallnlitv and Cost Tvlaarag gemeart Pro gram. Spec.Lficall'y.the Orax, ssbaseP1us.PYGE7amc:,mno eased to createEdsba.seculse fiatdanotcaaut an data used bv the Hyperion Picatabilitv an o7t Management Program and Aggregate Storage option component of the Oracle Essbase Plus Program may not be If You purchase Named User Plus lie ses for the Programs listed below, You in t maintain N.quied Users Plus per Processor: F-ditian • NoSQL.Daaaba.se E te rise Edition • Tm—isi Ten In-Memo Database ■ Rdb,Enterlrrise Edidon ■ CODASYL DB S, Data Iuter a.t Enterpme Edition GGldenGa, ■ GoldenG for Nou Oracle Databme • Golde sate for'matrsfi-ame • Go_ l nGate T,Tendata ■ enGate fear Teradata.Fep.hcatiGn5erices ■ IdearGate fGrBig Data GoldearGate Founciamon Suite Data Integrator Enterprise Edition for Oracle-Applications �Lrcease_Defruitions of Rul es-i-05 3.-126-US-EN& Page 13 of 23 SERIAL 180233-RFP ■ I ioldenGate far 0,acl)e-Applic atiGns Endeca,Diszover-Y,FoundanGn for Oracie_Application; If l'ou p chase Named User Plus hceu-:,es for tbe PrD-3,.7ims listed beloix, You must minintain 10 Named Users us per Pr r: ■ lava Sh 'dvanced ■ Java SE, to s, ■ WebLGgic S WebLGgic, -17 Standard Edition __'S.. x Enterprise Edition ■ WebLogic Suite ■ Reb Tier �&itlon One ■ CGlimence Srandmd ■ Coherence Enterpise, tiGn ■ Colieiemce Grid EcLiuon ■ TGpLuik and-A.-ppheation D lopmeni Frameivml, Server ■ Internet-App.cation Server Stan rd Ed tic ■ Internet Application Senver Enteirr e Edition* API Gatewav ■ BPEL Process M=,�-,er: ■ %VebLc,eic lntezrztion ■ Senice,Registry ■ Enterprise Repository ■ Forurf,and FepGit-, ■ Managed Fie Transfer Tuxedo ■ Event plocessirig ■ SOA Suite fo,3- on Oracle�Middleware ■ Unifie-d.Business Process Management Suite for-N,G racle iddlewaxe Busmess Prone sn Management Stmlayd Edition ■ Application Adapter-, ■ Oracle E-Bmmesm,Suite Adapter ■ Intep atLon Adaptsi7 far SAP R3 ■ Iutegrntonridapter far JD Edwards W o, ■ lutEgranon Adiptex fax Siebel ■ Cloud Adapters ■ B2B for Fosertalet ■ B2B for FDII ■ Healtheare,A41.apter ■ B 2B fbr ebXM L ■ WebCenter Suite Pu, ■ %VebCentei Poi ■ lWebcantey CO.:;i ` WebCentey SI'tas ■ WebCentEy Si . Satellite Sen-er ■ WebCentey ■ 1'TkqebCem Imaging ■ WebC ter Farmm-,Rec.Ggmtion ■ IWleb enter Entermuse Cap—me Center Dist2ibuted Capture lk ebC enter Deal TimeCollabormm WebClentEy Sites Mobue OptLon. Entetprise Identim Services Suite 19 of -N, of - /om-�-Oelmdons miFxOe-%-05 3 S-US-DN& Page 2-� SERIAL 180233-RFP Identity C»overnance Suite feces 1143nagement Suite Plus ■■ r E tents SS.erser ernt errex Security Module Ser ee, +erB terpn e Ce ahoraton -The'am ter Plus I,linixnuru tikes not apply if the Program is installed on. aon an care-processor acan ?'asae at a s for a rnx= rn u of user per Pa Fa axn. « 1f YGu.purchase ,,a ed User Plus licenses for th'e Ch'ac:le Database Personal Edition Program.'You ma 61317 ha-re a mamm= of one Named l ser P r pex da*ab*se. « If YGu ptncha IIamed L: a Plus Licenses for the Business InteLli.gence Standard Edition One:P ogra:ta>e You may only have a rma_,nm m numb,er of frtty N. U ser Plus lieen eu. You are responsible for ensuain_t nxpianee aaitia the TeehnGlGgy .socrared Program eking Table rrlich may be,accessed at L .. :rr... ..,� o-.` .�".wz=. 00 Licensing Rules for Applications You ar responsible for ensuring eomI lr. ce with the application li.'nine =requi ites as specified in the i-'�.ppheationa Licensing Table.each may be accessed ax Licensing Rules for_.TG.alpplications • The Or ATCr Web Commerce Business Intel nee Program and -e Orscle ATG Web Commerce,Business Inte"agence Adm.mstrator Program may Gall}'be use.am conju ti ,va ith Fh t ride Tex Web Commerce to Program an gar the 3aae_e ETC:Web? ssowl i ge Manager PaG �. Yout",h --ever..e Your deter uxade to include other information provided the a:dcLtianalinfaimato us uppleents information cs alp dy ud,ed in the oracle =tTG Web you nerce Piagranxor in the GTacle;.TG Knave uedee Manager Program. The C:o?nos E,I C'onsuruer Bundle is included in the Or le 'TG Web C:ouax erce Business Intel7r?ence Proeraru and is comprised.of(a)one(1)reporting engine for anonyano AiRwe cGnsrsting ofno more than two(_)processor:and four(4) total cores,Co}unlui iced anannuous report iiezyer sea: censes.,{'c% ne tl'�tiamed BI Web�as�nistaator:seat license and one (1 Nuned BI P'rofes,iama'Report Author seat Bien-, one additiar seat acen:es must be liven ed eparate� purchase of fM a Ie kTG Wet Cro¢nnaer�e SI Admm�.snvator sea acenses at a�addi nal cost and axe not Included in,any enterprise ide or im,Lar license. Licensing Rule:for D 4-AProErnms Falloi-er: Subject to the conditions that foie' �'aelaw,Your license for the fGEG% Programs: Grace DIV-4L Programs(Oracle LiI[r'Axel2tie Manager. trade IIlsrcha AvidC:onneetirity, OracleDI _rhn.e "ppheanon Fdtenng, Gtrae`e 1I'-A el .e Stora e Plan Mamager,Oracle=V_4rc e E•€pwi t`Import,.and Oracle DIVA chic-e--a erratic Data Migration)includes the right to run the licensed Program(s)on an eensed:-pare computer in a fail ,-ex eniiXOsunen.t of up to a total of ten separate days in any gvvrea ca"endar year(for ezampn ,if'a failoler node rs down for trso hours on TueazLay a three hour on Fnda r.it counts aL tsyao days!. The abo v e right only a, ies arhena number of madhi.ues axe,cGmiectedtG the disk cat or tape librar?%i.e..the machines are not in a clustered en mc, and the machines share a disk ai.ay or tape hbrae y- TI'hez th pruner.,made fails,the farlae,-er node acts as the primary node Once,the paimat y node K repaired,You isrust switch back to the p. ary node- Once the faila*es period has exceeded ten der S. the farloover node mmt be ceased. Doysntirue for maintenance put ses counts towards the,ten separate days hanitatcan. v use beyond the right granted in this section roust be licensed separately. Licensing Rules for ' Ed-wards Applications, * The Faarndatro rogram contains the development founda.tiGneni- G=entltoollrrt. You understand and a nowledge thatany sof waae Pr am developed,,vith the functionality of the development foundiarion emimmaenutooUat is s ect to the terns and candi ns of this agreement. You wili defend and,index mfn, Gracie again t any claims by third,par s for danaa.ges (ineixr witho it hinitatiGn. ieasorsable•legal fee, arising Gut of any computer Programs generatd b-av YG u.til ng the devei ment tools in.lu3ed in the PrGerams. ORACLE DISC AD—IS WAR-4.NTY THAT THE D, OPNIEN'T T S INCLUDED IINT TI- PROGRA IS WILL GENERATE CCthIKTTER PR0,GR2 MS XIS THE f` ^AAC'TERISTICS CAR SPELIFIC.=.TIONS, DESIRED BY YOC , OR THAT SYiCH GEI PRATED COM TTER ROGR_IMS WILL RE ERROR FREE. cense_s'Y.efenititns.i,dF e_1-053 1,S—US_ENG Rage 20of' SERIAL 180233-RFP Liceirring Rules for Oracle E-Busines Suite Applic-ations • Please be advised that only asubser of the Product;-, included on an Applications'NTI-S Supplement MediaPml� -,-bi %anslated Far existiag supported customers,My Oracle Support Las infn onation on.which products hm-e been icy la.t ---uppx please coutazt Your Oracle Courit supported languages C.- 2-1 For nen,or un- ted customer. tl� =.......... flan, �for this infortintion. • The 0 " Activixv Hub B-713 is on�v avai,,zlale ,vith the Siebel Customer Unrversal Master component of the C . mer Hub P a B_23 Pro I am. • The option Service Hub B23 n only avai�'al-,de with the Siebel Customer Universal Master componen f the Customer an Hub Pro '3111. th a! ,.,I vau Nfat a ka -theSiebelCuntomerUnivers Mas.tercomponen f the Customer Hula • The r nw,Hub B 2B u only Irlenrt BBB PrOpTam. • The option Sales Hu. 23 23 is Gn4v available with the Siebe!Curtomer Universal Master vompor eat tlieCustomer Hutr= Pro,--ram- • The opticuSenize Hub ent ofthe Cmtomer Hui,B,2B Program. • The option Activrov Hub B 22 �41 only available,with the Siebei Customer Universal Mast -component of the Customer Hub B2'C Program. \"N • The option Field San-ice Hub Bess any aaadabls raith the S eLe1 Crrstca rser r a1 Master component of the CUEton-.sr Hub B2 C Pro gram • The option Marketing,Hub B 2C is GnlsNyailable with the;Siebert Cnat(rmeY UM, sal,M aster component of the Customer Hub B2C Program. NNIN • The option Privacy Managgement Polacv Hu BBC is only a�,-atlaKe with the rebel Cu-stomer Unrvexsal Master comporent,of the Customer Hu!b B X'Proggram. • The option Sales Hub B1 C is GnIv available with Siebel Customer ivenal Master component of the Customer Hub B'-1C Proeram- • The option SenizE Hub B2C n or-Iv a vailable withth�& ebelCwAa r Lower_al Mpmez componeuraFthe Customer Hub B-2C Program. Licensing Ruler for Oracle Hospitality Cruise--kppli'catious 0 The Oracle Hospiralih,Data'Foundanan.far Cruise PrGp v only be,used.with Oracle Hospitalih-1 Cruise Programs. New reports Gi:customizatiGns of die included report;are all 'ed. I ation to,third privy systems is Guly a2lowed via the Oracle Hospitaliry Lterface,Progr=- data innt-egratior er --ts aiid'or I Is- You may not acid ur-uppartet] applicatiGns to the environments created with Tins Prort,7an. You are owed to host d. a elements aril nating,only from the Orac!e Hospitality Programs in the schemas created with dae use of ,Frown. Younia- of host any thud party data elements. Licensing Rules for Oracle Hos-pitahty Food a Be'vera.Re Application" The Ch-acleHospitaht�-Technology Faun -exage Progq-a y only be used Oiecle Hospitalirr-v Food 3 -ts terms '=and Bea and Beverage Progy, New repm of the inciuded re 311mved. lutegratian to flind paw sy is onIv allowed ffie Crack Has, taar-v Interface PrGpam-,, data, integration, I tTaCtS 312fii�or API- YOU MaY nGt add-' unsuppGrtedappilc3tor I to ThLerv.,Ansaent,created oath this Program. Y( -%"ed to host data elements origmatia.-on],-v ub.the Use from the Oracle H("svitzat". in the ichemis created mri of this Pro�Nna. You may not host any third party data elements, Licensing Rules for Oracle IV-V/i.lity Hotels Applic-atiom • The 02-mcle Hospitzlit--,-6 e chn,G.1 a FGm:,dation PYGET-ams ma e only be used with Oracle H6-hplitv Hotel Prograin- 'New P report s or cu-stomiza of the included reports are allowed. Integration to third party Systems is "'y alltrived via,the Oracle Hospitality initerfa, Progaams. data integmanon extracts an&or APE, You may not add =up%!' j-te'd applications to the en-vironments cy Zed with,this Propam. You are allowed to host data elements ongmaring only riom%�be Qmcle HospitaLity Programs in 1, ala-created the use of this Program. You may not host any third panty data ele4,nts. • The Oracle osprta2itv OPERA 5 Propeity Standard Program is routed to j5 functinuss as define in the Program Document I Y'or • The Or, le Hospitality OPEFL4.5 Property Lite Program is,limited to 310 functions as defined in the Program D entation' it. t • The acle Hospitality- SmteS Property Rescit Edition Program is limited to FLU fimctious as defined Prod am ,T/'cea-e_Defrntion&and Fxi1es-%-053K-1,'6-U5-Eh-& Page 21 of IX SERIAL 180233—RFP The Oracle Hospnality Suites Property Smayl Business Edition PrGer:m rs limited to 3.8 femctions a:defined in the Pro- cum utati,on + e fol:owing Programs may only be used.with the Oracle Hospitality OPER.-1-Purer ms: Oracle HOspitalitV Tea ology^ FAIR,dation for Hote,Property S stez=-OPEF-A 5 Preamum. Oracle HospitalityTechno.og3-Foundation for Hot e operty Sy atd* -OPERA 5 Standard.,Coracle Hospitality Te-zhnolog-,r Foun.da.tLan for Hwel Piopevt 5ystemv-OPEN` _ Lite and Oracle, a prta1iN Technology Farrndation f]or Hotel Central Office Systems. 'New reports or cuato n ations o he included reports ax allo.ued.Integration to third pants'sy stems is alla.a ed a ra the t nacle Hospitalitar ImterFace P ow as r3 nl f. You may not add,ne.a =chemas or umupported applications. You axe respo ible for ensuring compliance path the I ospitasty Associated Program Matching Table,w ch may be accessed at Licenzing ICu1ea far)Peo\WeSoft AniDli,ea:tions + ``our use of-the Camp, SellfSer-,-ice and Student Admimstratian.components w thin the Campy olution Praeram r ubject to the addr Tonal tern aconditions set forth is the L nS Software Supplement looted at .: ......-... ,. w Licensing Rules farPrimavern gli.cations + For the pmpases of the follon g Pmm�a vex, Pro-mars: Earned.Tralue 'Management, .ol•-e., SureTral-,Contractor and P3 Project Planner, You ackna.a led that You ha,-e tooth read and understand the limi Sofks. re,Update L:iceaxse tz: Support ser,ices that are a,=ailable for these z 3M---.as described in. Technical S port Policies. + For punpc lies of the Pnma•era SureTr� and Pmmnvena P3 Project Planner Pro -amn' You aclmowledge that the imeement delivered to You,math these Programs.an\1v e end..user license agreement c ntained in the product mstallation. eo,-ern the end u ex`s use of these Program.. + Far the purposes; of the following ProgPrinna.ira Pd Enterprise roject Portfolio IaIanage:ment and Primavera Pfr Enterprise Project Portfolio Managemena5erdices, deve?apers :`or users i;t.ache any not already licensed for the Primavera P-6 Enterprise Project Ptartfolro Nfana ement Program a (u,: who access (including through Access Poi:nts't appacat one.,must be licensed far the Piuua era P6 terpnse Pro;* Portfolio l lanagement,W eb Seuvtces Pragxam. "Access Points-in lude ,but is nvot limited to..third party.Gra or custo versions of the fallo-wing: interface,. PI's.,meb sen„ices and database links. + For the: purposes of the fallaming Programs;: Prima,rec� .GntraCt 1 .'Mieement Web Services and. Pnmavera Contract Managemprit deveiapens and or user; (i)who are not ale liven-ed for the lPiin a,-era C ontract Management Program and (u)ivho access(urclu g through access Point applic. ons stbe licensed.for the Primavera Contract Management Web Sera ices Program. access Points" inc%odes, but is t lianccted third panty.,Oracle aP custom ven iom of the falla.a-ing: interfaces,API s,.veb seiiices and database links. Licensing Ruler for Coracle Rechi])Program, * The Oracle Retail Technology-F oundatzan f Stare Applicanams Pn ogn aimn� ay only be used.with the Oracle Retail Paint of Seivice Program,the Oracle Retail Bacl, ce Program, the Oracle Retai .'Store Point of Senice Progr:anr and the Oracle Retail IlStare OfEce Faogram. Any u e the Oracle l etaL Tec nolop_ Faun tion for Stare Applications Progrram b}.other Oracle Program or third party-proper is notpe=tted. Licenzing Rules for Siebel ApTilicad + For the Siebel Branch Teller S kzces Pr€mgra:m,Siebel Internet Ban-ing Sei,ices Pro,' ,Siebel-Retail Finance Foundation Sea, ces Program and the S el Financial Trau,actian lrv'aa bench P grarrn., l-ou may se third party too's to (a) create materials or(b)modify-the a teria° identified as Sample Screen Code and Process Template in the Program D®rcumentaticn, all in accordance a.id.th gram 1�o:urnentatian and pro2ided that inch ma.terialM err madifae enatesial Mhll be used:clef a,rith'i bM lican---d.u.de rt I SUChPrOgraIns. YOU Slant not rin it in any way Oracle':right m develop, T e,hcenJe,create deni.-atr..e warps of.or otherraa fieelyr e spurt die Programs,ancrll and Pra ams,Pry 'am LAoc€naentatiarn cr a •ather matenals provided by Oracle,or to p ;third parties to do no. + The Siebel Deter#s Program includes a license far 10 Concurrent Ucus that authorizes You to use the rogram on only one Computer for maximum of 2 C'oncurr�ent.set t any gi en time A"C oncurrrent L!ser—m defined as ach individual that may cant. ntf-use err access the Programs, Concurreant Ltr=x urea ate=be atn etmg customers or nr prospective cvstoraner_ and ma.r not be Your buses partners err'four employee. + The Si el lMaxlrenmg Senses Program is licen ed on a.Computer brasas together with the number of unni.que Cust ex fords that on,ma access,using the Program A"C:ustomer Record."is defined a:each unique Record(tnrludrmg coma records, pr ect records and records in external data sources)that,You may access using the Program. snse_ ettn tiona.aid'Ruies_. 5_ i _US_E page 222 at �s SERIAL 180233-RFP The Siebel Phanua.3ylarketing Ser 6-ex is ltcensed oh the haws of the number Gf u.aique Customer Records that You may accer using the Program together with the number at Brands that You may manage using the Program. .°,."Brand in defined a amed product offe-ring,that corresponds to a specific molecular entin",cnc'n g multiple dosage farms and.multiple:tr ¢ths for ire same molecular entity'. t The tjebel Pricing Clain. S.et er Up to 20 Appi catioh U erg is licensed on a Compmer oasrs'with a.limitation on t number of Ap _.ation Laser . An "Application User" is defined a, an uxdivt6ml anthmis_ed av You to u: the appac e t cen ed appticank Prigsna::%which are instal ed an a,single ten-er or on multiple:sen ers regardless ofvhhether the indivi 1 is actively using the P grams at any aen time. + The ra ers of a essots of the Siebel Web Channel Program may access a maysm-.tm of 15 Cabiec s. Ar 'ect"is deiced as each data ent14Y, ithrn the Business Cab ett Layer of the Programs that is defined in the Stehel Tools Pr am. The Sie'ae'c Data ltty Lrcenn-may o x4F be used frith Oracle Master Data Mahagemeht or Oracle C JI deployments_ Licensing Rules for v..te s Software Program )Fa:ilea er°! Sub ect to the for ytian that follow o ,Your lcehse for the following Prxigaams: Sto .geTek DES.StarageTek +FS. Clien't, C]r-acle Hierarrhacal Still .ge ''vlara.ger, Stara.eeTek Autoanated C°arasid_e Sv fem Library ,aftux=ar)e fACSLS.), Includes the right to r„r the licen wed Progzami on an,:tat ensed pare camputer in a failorer emir�snaent r up to a total often separate days in any Eiveh calendar year(far exa le,tf a fatro vier node is doum for two how;on Tuesday d three hours an'Frvdau,it caun`s as tiro days). The aba v�e aigLt only"app la r when a number of machines are connected to the di' cache or tape library,i.e..the machines are not in a.clustered er isonmeht and e machines:.hare a disk array ar tape library, m the prunai-v node fails,the faila'ver node act a;the ptimar node. Canoe the „a ar."nude r repaund-You must sat7tch ck to the psunail no.le Once the farlarer period has exc ed ter, da•s. the fa aloee ,de must be ceu ed. Downtime for aintemante purposes counts torv=ards the ten :separate days limitattan. -An Use beyond the r%ht granted in thi:wectioh must oe'cep ed separately Licensing Rules for Programs Licensed.aver UP Yfadule ■ Oiacle grants to You a non-exclu iv-e.nontrans& ,Lle acense for T a sK Ltevekpea( )to: (i)use those?maser Productivity Kit�` �I �Prograan licensed as UPK modules" ltectr-el-'s refe d to as 'UPK content")omv as necessary to create and provide trarring sale v for Employee ani`ar-Applica4 h Users to se the underlying Program-For Your benefit-,(ii)make an unitm tad hummer of copies of the UPK content oLy a hecess =to create and provide nainimg sokdv to Employees and.,or Appication a seis to use the underavine Programs far. 0 1r fit and fuii develop modifications and custommataans to the 1JPK canter r,if applicable,all subject to the tel7ras and cc ns-et forth in this agi-eement,provided all copyright notice:are reproduced as provided,or the original. You represent,a as nt that You have a-valid ltcen a for the underlying Progxam(s). You are piohibited firm reselling or distributing the I cant to any other pasty or using the UPK content other than as expl,crtlyper atted in this agreement, Carac1e repres s that the K content and any content crea#ed h,-ts You using the L K m content con aa a zauable,piopnietar7 rm instam, a. -acle renu titldw o all portions of the LTPK content an:3 my copses thereof You sha—' use LTPPK.content rnodrfica.tians crea. by You o1e y For 'Guy tntemal use in accard:nce ivith the terms of thi agreement. You may provide accent to and u-' of the LFPK canteht only those thud parties that are licensed as application Users and that: (a)prmide ser,ice,to You racer ing Y"om,use of the LTP antent-, 'Fa.,have a need to use and access the UPK content: and(c) La v,e agreed to subst.m Sy similar non disclosure dbliga s imposed by You as those cosrtained in this agreement, Application and Employee ser(s)of UPK Psagrams may view ah interact natL si usations and docutrrentatvan but unav not create or madit',sars-ula or documentation.. Licensing Rules£or''AfySr, L Pro-r= s The M S=QL P-sograms may antain third part,- technology. Coracle May pra-ide ettam notices to You in Program L1ocumentation,"readme" " s or the installation details in c onnec:tian with such thud parvy chnology, Third panty technalagy wil be heensed to You ei' er under the terms of the agreement,or cf speeLfied in the Progr: ocnmentation. "i-eadme"files= or the nartallatton detai' ,under separate license terms C'sep arate terms"1 and not under the ter of the agreement separately licensed third party , ^ nalogy"), Your sights to use such separately hoensed thud party techno ,''under the separate terms are not restricted i ny way by the agreement. cease Deftudons and FxOes a-05 3't 6-US ENG Page 23 Or `v SERIAL 180233-RFP EXHIBIT'E APPLIICA.T]OMS LIICENSlNG TABLE liti :rhm° .oraac:le.Maur?ue,—!rorp,3rateico.ntrac;U Oracle re:er -the right to periodic—ally Change the information presented,on the ireb>ite pro deb-nbove, -M,] information an his web site is provided without m-amrantr of xuT kind,~either e3pre-, ar i plied. Oracle EiardwwareT' 'am unites nppde�nental.Teron:-an `onditons aO i81 Page i_ SERIAL 180233-RFP EXH I BIT E \ORA.0 E INTEGRATED SOFTWARE OPTIONS L110ENSE DEFINITIONS, RULES AND TRICS htip:�t,Ap,vw.oracge.,,onidue,-!corp,oratelcr.,ntract.s a "ale re7trve.. he right to periodically chomp the informition pre7entedon the website pr .iced.,tbove. -M, ] r,,cle re�er,es 1, information site is provided`-,as4--.`without wqrrinty of q.uT Idud,either expr or implied. nform.qtionon �'sweb marls Hoird-ii-qrel-',5C'omm unities�uppleme.uti],Ttrm,,-.,.tnd,Conditions vo4lsls Page SERIAL 180233-RFP EXHIBIT E TERMS FOR ORACLE SOLARiS Clracle ire right to periodicafly change the nebsitep"id above. All websiteis pro-kided 'as-is"i,,vithout"wranty-ofq.uy loud,either E:mpre7s or mplied. Gracle Hqrdivarel-*,C'omm unities SupplemencilTerms mtd(:omdition,>v041818 Page 15 SERIAL 180233-RFP EXHIBIT F ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712. EXHIBIT F �amfiffiffifu� wu �;, SUPPLEMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR. ORACLE LINUX AND ORACLE VM SERVICES These Supplemental Public Sector Terrors and Conditions JI'Tenths andl Conditions")apply to the Oracle Linux andl Oracle VM Services that you order from,the Contractor through orders issued pursuant to,the C3MV411A contract to which these Termis and Conditions are attached and i Inc orpporaterl(the"Comtraut"). These Tt rmis andl ConditionS shall take precedence over any conflicting ten-ns in the Contract or any order issued)pursuant to the Contract and shall gtavern Your use of the Oracle LinuxlCracle VM Service Offering(s)ordered from,the authorizedl Oracle resell r or distributor Q"Contractor")., 1.. DEFINITIONS 1..9 'Covered Programs" is defined as the speci9c set of software products listed on the document titled Oracle Linux and Oracle VM Included Files(available ar. hr :i',Iww•4v.�ara;,^le mom,"Lns,°surpert^lV LrarLlen?ert°rise-fir ux-�n,,iemnincation-Cf-5"a447.rdf for which You have ordered Oracle Unux(Orade VM Servic--e Offeringi(s),including,any related program documentation and patches and bug taxes acquired through such Oracle L'unuxl Oracle VM Service Offering(s). 1.2 "'Oraolie Linux Service Offeriing(sl and°"Oraolie VM Service Offeriing(s�'(collectively,"Oracle Lin uw'Cracle'aaM1 Service Offering(s;, refer to Orade L€nux and;oracle yVP.I support services respectively and Oracle Linuw'Oracle VIVI-related Service Offerings(s)as defned under the Oracle Unux and Oracle VM support policies. 1.3 "'Oraole LinuxfOraole VM Term(s)" is de9ned as the duration for which 'You have acquired the applicable Oracle Lin uxiOracle'nM Serwice Offering is), 1:.4 "Physical C11 U(s)"is defined as each monolithic integrated circuit responsible for executinga System's Covered Programs.A monol-..ethic imegrated cirouA with multiple cores or hlyperthread€ng is courted as a single Physical CPU when d,etenruning;the total nun7rber of Physical CPUs it a System. 1..5 "Program Documentation'refers to the program user manual,and program i,nstaliadon manuals. Program Documentabon may be del€"aered with the programs.You may access the documentation online at i ttra lioracl�.ccm'd❑c. mariatfcn. 1..6 'Supported Sysilem(sF" is de fined as a ,System to which 'You apply or intend to apply Oracle Linux�`Oraci,e VM Service Offering(s)received from Oracle at the specified service level In Your order,including but mq limited to updates,patches,fixes, security alerts, work arounds, configuration, installation assistance (for Oracle"V'Itr, support System(s) includes ;oracle VM Manager), 1.7 .'Systecrn(sp" is defied as the computer on which the Oracle Linux programs,and"or•;oracle VM Serer programs are installed. Where computers;blades are clustered, each computerolade within the cluster shall be defined as a System. (-or purposes of calculating the price of the Oracle VM SerMice Offfering(s),the domtputters where the Oracle VM Manager programs are installed are not counted), 1:.8 -You"and'Yours'refers to the individual or entity ghat has ordered Oracle Unux-'Oracle'alM§Services from Contractor under 'Your Contract and the order accompanryang these Terr s,and Condrbons. 2- ORACLE LINUX;,O,IACLE VM SERVICE OFFERINGS 2.1 The;oracle Linux,'Crade VM Seraic-e Offering(s;,are provided at the support level and for the Gracie L€nuVOracle yVft Term defined in`Your order. 2.2 When ordering;oracle Linuw'Oracle VM Service Offerings,You nr,ust comply with the following awailabilily rules: s ;oracle Linux Premier Lim rtsd, Oracle Unux Ea-sic Limited,and Oracie'VM Premier Limited are available only for• Systems with no n=ore than two(2)Phryslcal CPUs per System. s ;iracle Linux'Premier,Oracle Linux Basic,Grade Linux Network,and Oracle VM Premier are available for Systems with any number of Physical CPUs per S.yster,. SERIAL 180233-RFP EXHIB11T F 2.3 upon acceptance of Your carder, You have the limited right to receive the applicable Oracle Linux)Oracle VNI Service Offering(s)solely for Your business operations and subject to the terms ofthese Terms and Conditions. 2.4 For purposes.off'Your order,(a�Oracle Linux Service Offedng(s;,consist of the Oracle Linux support services level You may have ordered for the Oracle Linux prog ra ms; and(b)Oracle VM Serwice OffeHng(s;=ounsist of the Oracle VNI support serwices le-wet You may have ordered for the Oracle VNI programs. 11 ordered,the Oracle LinuV(Draole VM Service Offed ng(s)(including initial year and all subsequent years)are provided under the Oracle Linux and Oracle Vivi support policies in effect at the time the Oracle UnuVOracle VIVI Service OffeHng(s;� are provided. The Oracle Linux and Oracle VM support policies, which are incorporated in these Terms and Conditions, are sublecl to change at Oracle's ciscretJon; however, Oracle will not mat--nally reduce the level of Oracle UnuV(Draole VM Serulce Offedng(s, provided during the period for wNch fees for the Oracle UnuV(Draole VIVI Ser,�ke Offedng(s� have been paid. Oracle UnuxiOracie VM Service Offedng(s) are available for certain 3ystems, and may be subiec-1 to addrtional restrictions as set forth in the Oracle Linux and Oracle VIVI support policies. You should review the Oracle Unux and Oracle VM support policies prior to entering into the order for the applicable Oracle LinuW(Dfaole VM Service Offering(s). You may access the current version of the Oracle Linux and Oracle VM suppor,polloes at 7 df._ 2.5 The Oracle Unux:'Oracle VNI Service Offerings)are e5ective upon the effective date of Your order unless otherwise stated in Your order. 2.6 The Oracle Lin ux)(Dracle Vlvi 3ei-Oce'Offering(s I provided under these Terms and Conditions are in support of licenses You acquired separately. All patches,bug fixes and other code received as part of the Orade Linux Oracle VNI Service Offeding(s) under these Terms and Conditions shall be provided under the terms of the approlonale license agreement that.,.You accepted upon downloading andlor installing the Oracle Linux and!or Oracle VM program,(s,. The Oracle LinuxlOracle VM Servioe Offering(s,may also include the right to use certain additrionat software ortoois duHng the Oracle Linux--iracle VIy1 Term for which fees for Oracle Linuw'Oracte VM 3erwice Offehnges)have been paid. The license terns for any such software or tools,as well as any fimlitations associated with them,will be referenced in the Program Documentation. 3- IINDEIVINIFICAT]ION 3.1 Provided Vou are a ourrem subscriber to the Oracle UnuxJOfacle VM Service Offe-ring(s),if a third party makers a claim against You that a ny Covered Programs furnished by Oracle,and used by You for Your business operations infringes its intellectual property rights,Oracle,at its sole cost and expense,will defend You again si the claim and indemnify You torn the damages,fiabiltlies,costs and expenses awarded by the court to the third party daiming infringement or the settlement agreed to by Ors e, I You do the following: a. Nvifij Oracle promptly in waiting,hot later than 30 days after You receive notice of the--laim(or sooner if required by applicable law,f; b. Give Oracle sole control of'he defense and,any seternem negotiations7,and c, Give Oracle the i ryfom7atrion,authority,and assistaroe it needs to defend against or settle the claim. 3.2 If Oracle believes or it is determined that any Covered Programs may have-violated a third cartys intedlectuaf property€fights, Oracle may choose to either modify the Covered Programs to be non-intinging Cwhile substantially preserving their utility or fun,micnalityl or obtain a license to allow for continued use,or if these aftemaves are not commercially reasonable,then Oracle may, upon 3C days notice to You,terminate Your right to receive indemn rficaton for'Your fu rtier use of the Covered Programs and refund any unused,prepaid service feesYou have paid for the Covered Programs, 33 Notwithstanding the above,Oracle Wit not deL-nd,or inderrnJify You in connection with claims, damages, liabilities, costs or expenses,arising out of,or caused by,or related to:(a)Your distribution of the Covered Programs;(b)Your alteraton of the Covered Programs;(o)Your use of a,version of the Covered(Programs which has been superseded,if the infringement claim could have been avoided by using the current version of the Covered Frog rams; (d)Your use of the Covered Programs outside the scope of use identified in the user documentation or the Oracle Linux and Oracle VM support policies;(e)Your use cif the Cowered Programs when You-were not a subscriber to the Oracle LinuVOracle VM Service Offedrg(s,;(f,any inforrration,desgn,specification,instruction, software,data,or rnate,riaf not furnished by Oracle,,(g)the combination of any Covered Programs with any products or ser-0ces not provided by Oracle; (h;,Your claim,lawsuit,or action against a third party. This section provides Your exclusive remedty from Oracle for any i nfringement olaims or damages,Iliab ifides,costs or expenses.. 4- FEES AND TAXES; ORACLE 1-11NUXIORAC1EVM-RELATED SERVIiCEOFFERING(S) 4.1 For the initial Oracle Linuw'Oracie VNI Term for which fees are to be paid for the applicable Oracle Lhuw'Oracte VM Service Offering(s),the fees due will be calculated based upon the number of Systems to be supported that are in existence as of the date ofYou r order. For the second and all subsequent 0 racle LinuvOracle VM Terms,the fees due W 11 be calculated based on the total number of S,rysilems supposed that are ire existence as of the first day of the applicable Oracle Lin uwOracle VM Term(s) (e.g_,fees ca fau fated for the second term wil f be based upon the total n urrber of Srysflems supported'ha'are in existence on:he first day of the second term i. SERIAL 180233-RFP EXHIB11T F 4.2 In addlbor,to the fees for the Oracle Lin ux�Oraole VM Service Offeri ng(s;�specified above,You agree to pay additional fees for the level of Oracle Linuxi Oracle VM Service Offering(s)ordered based on the rna,x°mum number of Supported Syvems that exist si mu kaneously at any time during the applicable;oracle Lin uwOracle VNI Temm and in accordance with the Oracle Linux and Oracle VM support policies for the le-vel of support You are ordering. In the event that., 'You decide to increase the number of Supported Systems,You agree that You will promptly place an order for Oracle Linwd Oracle VM Service Offering(s,for the increased number of these Supported System(s)and pay the additional required fees. 4.3 You may order a I irriked num ber of;oracle Linux:`Oracle VM-re-fated Ser,�loes Offering(s)u nder these Terms.and Cond itions, as listed in the Oracle Linux and Oracle VM support policies. For these Oracle Linuxe Oracle VM-related Serwice Offering(s,the fees due for the initial Oracle LinuwOracle VNI Term and all subsequent Oracle Linux)Oracle VM Terms will be based on Oracle's then current Oracle Linux and Oracle VM Service Offeri ng(s,pricing policies, 4.4 Once placed,Your order shall be non-cancelable and the sums paid nonrefundable,except as provided in these Terms and Condkions. 4.5 Oracle LinuxeDraote VM Service Offering(s) are invoiced in arrears of the Oracle LinuwOracle VM Service Offering performance; specifically, Oracle Linuxl-jracle VM Service Offering(s) fees are inywoiced quarterly in arrears. The period of perform,a nce for all Oracle Lin uVOraole VNI Services Offering(s)Is effective upon the effeedve date of'Your order. 15- WARRANTIES,DISCLAIMERS AND EXCLUSIVE REMEDIES 5.1 Oracle warrants that the;oracle Lin uwOracle VNI Service Offeri ng(s,will be provided in a professional manner consistent. with industry standards. 'You must nodfy Oracle of any Oracle Lin uvOrade VM Service Offering(s)warranty deficiencies within 0 days from performance of the defective Oracle LinuxeOracte VNI Service Offering(s). 5.2 TO THE EXTENT PERMITTED BY LAW,TH IS WARRANTY IS EXCLU S IVE AND TH ERE ARE NO OT14ER EXPRESS OR IMPLIED WARRANTIES OR CONDIrTliONS, INCLUDING WARRANTIJES OR CONDIT]IONS Of MERCHANTABILITY AND FITNESS FO R A PART11C ULAR PU RPO SE_ 5.3 ORACLE DOES NOT GUARANTEE THAT THE COVERED PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. FOR ANY BREACH Of THE ABOVE WARRANTIES,YOUR EXCLUSIVE REMEDY,AND ORACLE'S ENTIRE LIABILITY,SHALL BE THE REPERFORMANCE OF THE DEFICIENT ORACLE LIINUXIORACLE VNI SERVICE OFFERING, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A. BREACH IN A. COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT ORACLE LI1NU)UORA.CLE VM SERVICE OFFERING AND ORACLE WILL REFUND TO CONTRACTOR THE FEES CONTRACTOR PAID TO ORACLE FOR THE DEFICIENT LINU)UORA.CLE VNI S ERVIC E 0 FFERIING AND CONTRACTOR WILL, IN TURN., REFUND TO YO-U THE FEES YOU PAID THE CONTRACTOR FOR THE DEFICIENT ORACLE LINUXIORAC LE VM S ERVIC E OFFERING- 6- TERMINATION e_1 If the Contra or or You breaches a material term ofYour order or Your Contract(including these Terms and Cbnd itrions,and fails to co mect the breach within thirty(30,1 days of written specification of the breach,then the breaching party is in default and the non-breaching party may terminate the order. If Contra or terminates the order as specified in the preceding sentence,You must pay within thirty(30)days all antouryts which have accrued prior to such termination,as well as all sums remaining unpaid for the Oracle Linux-eOracle VNI Service Offering(s, receiywed under such order, plus applicable taxes (if anyE and expen5es. Except for nonpayment of fees,the non-breaching party may agree in its sole discretion to extend the thirty(30)day period for so long as the breaching party continues reasonable efforts to cure the breach. 'You agree that ifYou are in default under Your Contract(including these Terms and Conditions,You may not use the Oracle Linux)Oracle Service Offering(s)that.,are subjectt to the Contract. e_2 Provisions that survive termination or expiration include those relating to firritadon of liability, infringement indemnay, payment,and others which by their nature are intended to survive. 7 NONDISCLOSURE 7.1 By virtue of Your order and these Terms and Conditions,the Contractor and 'You may have access to information that., is confidential to one anmqher or Oracle('Confidentiall linform3fion'),'llouagree to disclose only information that is required for the performance of obilgations under Your order. Confidential Information shall be limited to You r Contract(including these Terms and Condition)pith the Contractor and all information clearly identified as confiden tria f at the t me of disclosure. 7.2 Confdendal I nlon-nation shall not include i n1on-nation that: (a)is or becomes a part of the public domain through no act or ornission,of the other party; (b)was in the other party's lawfu I possession prior to the cilselosure and had not been obtained by the other party either directly or indirectly from the di solosing party; (c; is lawfully disclosed to the other party by a third party with out restrictor,on the disclosure;or(d)is independently developed by the other party, SERIAL 180233-RFP EXHIB11T F 7.3 Suoject to appitcable lam, You,the Contractor, and Oracle agree not to disclose the other's Confiderytrisi Information 10 any third party other than those set forth in the following sentence for,a period of three years ftm the date of the disclosing pa rty's disclosure of the Confidential Information to the receiving party. You, the Contractor, and Oracle may disclose Confidential Information only to those employees or agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than Linder these Terms and Condttons. Nothing shall pre-went either party tom disclosing the terms or pricing under the Contract or orders submrtb-d Linder the Contract in any legal proceeding arising from or in connection with the Contractor disclosing the Confidential Information to a governmental entity as required by law. in the event You receive a valtd request for Oracle s Confidential Information pursuant to applicable law,You will proywide Oracle with reasonable notice of such request and give Oracle an opportunity to object to or limit any such disclosure. 8 ENTIRE AGREEMENT 8.1 You.agree that the Contract(including these Terms and Conditions) and the inlon-nation which is incorporated by written reference Oncluding reference to informatbri contained in a URL or referenced policy),together-Mth the applicable order,are the complete agreement for Oracle LinuxiOraole VNI Service Offering(s)ordered by You and supersedes all prior or contemporaneous agreements or representations,wHnen or oral, regarding such Oracle LinuxJOrade VM Serwioe Offehng(s). 8.2 It is expressly agreed that these Terms and Conditions and Your order shall supersede the terms in any purchase order, pro,ourement internet portal or,any other similar non-Ciracla document and no terms included in any such purchase order,portal or other non-Oracle document shall apply to the Oracle Linuxu'Oracie VL4 Service Offering(s) ordered. in the event of any inconsistencies between the rest of the Contract and these Terms and Condition, these Terms and Conditions shall take preoedence. 9 LIMITATION OF I-AABILITY ORACLE SHALL NOT BE LIABLE FOR ANY INDIRECT, INICIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,OR ANY LOSS OF PROFI[TS,REVENUE,DATA,OR DATA USE.. ORACLE'S MAXIMUM LIABIlL11TY FOR ANY DAMAGES ARISING OUT OF OR RELATED,TO YOUR ORACLE LINIUXJORACLE VM SERVICE OFFERIING(S) ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT % FEES ACTUALLY PAID TO ORACLE, AND IIF SUCH DAMAGES RESULT FROM DEFICIENT ORACLE LINUXiORA.CLE VM SERVICE OFFERIING,(S�, SUCH UABILrFY SHALL BE LIMITED TO THE FEES PAID TO ORACLE FOR THE DEFICIENT ORACLE LINUXIORACLE VMSERVICE OFFERINGIS�GIVING RISE TO THE LIABILITY.. 10 EXPORT Export taws and regulations of the Uritted States and any other releywani local export taws and regulations may apply to the Oracle LinuxiOraole VNI Service Offering(s). 'You agree that such export control taws govern Your use of any Oracle Linux-'Oraole VNI Service Offehrvg(s;E detiverables pro-aided under these Terms and Conditions,and You agree to comply with all such export laws and regulations (including'deemed export'".arid 'deemed re-export"regulations), You agree that no data,information,program and;or materials resulting from Oracle LlnuylOraole Vk1 Sereioe Olfehng(s)(ordire=ct product thereofy will be exported,directly or, indirectly,in Oblation of these laws,or will be used for any purpose prohlbited by these laws including,without limitation,nuclear, chemical,or biological weapons proliferation,or development of n7issile lechnoidgy, 11 FORCE MAJEURE With respect to Your order for Oracle LinruxtOracle VL4 Service Offering(s).neitherYou, Conti-actor or Oracle shall be responsilde for failure or delay of performance if caused by: an act of war,hostility,or sabotage;act of God"panclerniic,electrical,Internet,or telecommunication outage that.,is not caused by the obligated party;government restrictions(including the dental or cancellation of any export, import or other lk�snss)-'other,event o=ids the reasonable control of the obligated party. You, Contractor or Oracle will use reasonable aff—orts to m6gate the effect of a force majeure eywem- If such a-went continues for more than W days, 'You,Contractor or Oracle may cancel unperfon-ned Oracte.LinuxlOracle V11 Senrice Offerings and affected orders upon written notice. This section does not excuse the obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for Oracle LinuvOracle VL4 3,ervace Offering(s,ordered or deliwered, 12 GOVERNING LAW These Terms and Conditions and Your Oracle Linux@O,rac4 VM Serwice Offering(s)order are governed by the taws of Arizona. 13 ASSIGNMENT You may not assign Your order or g iywe or transfer the O,rac4 Lin ux,'Ora--Ie S. Service Offehng s)orani merest inthem to another individual or entity. If You grant a security interest in the Oracle LinuxlOracle VNI Ser,�ice Offeri ng(s'<,the secured party has no right to use or transfer those Oracle LinuvOrade VM Sereice Offering(st. SERIAL 180233-RFP EXHIB11T F 14 AUDIT Upon 48 days written notice, Oracle may audit'Your use of the Oracle LinuxeOride VM Service Off&ring(s). You agree to cooperate with Oracle's audit and provide reasonable assistance and access to i,nfori Any such audit shall not unreasonably in`erfere with Your nom,al business operadons. You shall be responsible for parying airy underpaid fees related to use oF',he Oracle Unux;Oracle VIM Servioe Offering(s).Contractor may assign its right to audit`your use of the Oracle Linuxioracle VM Service Offering(s) to Orader If the Contractor assigns its right to audit your use of the Oracle Linux'Jracle VM Service Offeri to Oracle,then Oracle shall not be responsible for any costs incurred by either you or Contractor in cooperating-Wit:h the audit. 15, SEGMENTATION The purchase of Oracle Linux'Orade VNI Service Offering(s)or other ser-Oce offerings, programs or products through the Contractor are all separate offers and separate from any other order. You understand Chat You may purchase Oracle Lin uxlOracle VM Service Offering(s)or ocher service offerings,programs or products i ridepen dentty of any other order-'Your obligation to It ay under any order is not contingent on performance of any other service offerings or delivery of programs or products. You acknowledge that You have entered into the purchase through the Contractor-without reliance on any financing or leasing arrangement Wth Oracle or its affiliate. 16, OTHER 15,11 You understand that no partnarshic,joint venture,or agency relationship exists bewaen You and O,raoleor between Contractor and'Orade,You,Contractor and Oracle are responsible for paying their own en7ployees,including employment related taxes and insurance. 18.2 if any term of these Teri and Conditions is found to be invalid or unenforceable,the remaining provisions Wil remain effeatt-we and such term shall be replaced with a term consistent winch the purpose and intent of these Terms and Conditions, 18,3 Oracle Linux-e0rade VNI Service Offering(s)are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Oracle LinuxlOracie Vk1 Seroce Offeri in such applications. 16A Oracle is a third party benefcia rj of any order placed under these Tem^s and Conditions,but does not as sunne any of Contractors obiigatons thereunder.. 10,5 You understand that Oracle's business partners,including any third party fimrs retained by You to provide consulting services,are independent of Oracle and are not Oracles agents. SERIAL 180233-RFP 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 intemet site to determine rates(no exceptions): (www. sg_a.g 2.1 Additional incidental expenses (i.e., telephone, fax, intemet 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- SERIAL 180233-RFP 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. SERIAL 180233-RFP DLT SOLUTIONS LLC PO BOX 743359 ATLANTA GA 30374 PRICING SHEET:NIGP CODE 20655 Terms: NET 30 Vendor Number: VC0000005421 Certificates of Insurance Required Contract Period: To cover the period ending November 30,2023. Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE DATE(M 05/07/2021 .- /2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Towers Watson Certificate Center NAME: Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd PHONE 1-877-945-7378 FAX 1-888-467-2378 A/C No Ext: A/C,No: E-MAIL P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Travelers Property Casualty Company of Ame 25674 INSURED INSURERB: Phoenix Insurance Company 25623 DLT Solutions, LLC Attn: Steve McDaneld INSURERC: Charter Oak Fire Insurance Company 25615 2411 Dulles Corner Park INSURERD: Beazley Insurance Company Inc 37540 Suite 800 INSURER E Herndon, VA 20171 INSURER F: COVERAGES CERTIFICATE NUMBER: W20900300 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR PREMISES RENTED 1,000,000 PREMISES Ea occurrence) $ A MED EXP(Any one person) $ 10,000 Y HC2J-GLSA-118D2483-21 02/01/2021 02/01/2022 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 JECT POLICY PRO �X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y HN-CAP-118D2502-21 02/01/2021 02/01/2022 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LAB CLAIMS-MADE CUP-1P30572A-21-I3 02/01/2021 02/01/2022 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICE R/M EMBER EXCLUDED? No N/A UB-8M294999-21-I3-K 02/01/2021 02/01/2022 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Cyber Liability W26129210301 02/01/2021 02/01/2022 Each Claim/Aggregate $1,000,000 Professional E&O Liability Each Claim $300,000 Aggregate $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 05/03/2021 WITH ID: W20865233. Monroe County Board of County Commissioners is included as an Additional Insured as respects to General Liability and Auto Liability ISK ,f I CERTIFICATE HOLDER CANCELLATION 5 . 10 . 2021 SHOULD ANY OF THE A ,A THE EXPIRATION DA ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street Key West, FL 33040 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD SR ID: 21075925 BATCH: 2086878