HomeMy WebLinkAboutItem C16 C16
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
December 11, 2024
Agenda Item Number: C 16
2023-3378
BULK ITEM: Yes DEPARTMENT: Information Technology
TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern
N/A
AGENDA ITEM WORDING: Approval of Amendment No. 3 to the Oracle Public Sector
Compliance and Regulation Software& Services Agreement between DLT Solutions, LLC and
Monroe County to ratify the extension of the contract, authorize up to $52,755.00 (based on time and
materials usage) for additional services to help optimize and extend our Oracle Permitting and
Licensing (OPAL) application that supports Building, Planning, Code Compliance and Fire Rescue, and
to update standard terms and conditions to comply with recent laws related to governmental
contracting.
ITEM BACKGROUND:
The substance of this item was approved in bulk as item C21 at the October 16th, 2024 BOCC meeting.
It listed Amendment No. 2 as its title, but it should have been Amendment No. 3. This new item restates
and clarifies the contract documents that were duly executed between the parties (rescinding the
October 16, 2024 item), adds the intended professional services in an amount not to exceed $52,755,
and properly extends the agreement with DLT Solutions, LLC under the new title Amendment No. 3.
PREVIOUS RELEVANT BOCC ACTION:
Agenda Item- C21, October 16th, 2024 -Approved incorrect 2nd Amendment(rescinded by this item)
Agenda Item- C23, May 17th, 2023 -Approved 2nd Amendment
Agenda Item- F38,November 15th, 2022 -Approved 1st Amendment
Agenda Item- C5, April 21 st, 2021 -Approved Original Agreement
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
Amendment No. 3 approves the new scope of professional services as described in Exhibit A and B,
and ratifies the extension of the agreement term to April 20, 2026. It further clarifies that additional
extensions may be exercised administratively subject to the County's Purchasing Policy, but not beyond
the final expiration date of November 30, 2028.
978
STAFF RECOMMENDATION: Approve
DOCUMENTATION:
INCORRECT & Rescinded Item from Oct. 16, 2024 (Amendment No. 2).pdf
Oracle Public Sector Compliance and Regulation Software & Services Amendment No. 2.pdf
Oracle Public Sector Compliance and Regulation Software & Services Amendment No. I.pdf
Oracle Public Sector Compliance and Regulation Software & Services Original Agreement.pdf
Amendment No. 3 Oracle Public Sector SaaS Product.pdf
FINANCIAL IMPACT:
Up to $52,755.00 to be paid out of Building Fees - not Ad Valorem funding.
979
AMENDMENT NO.2 TO THE AGREEMENT FOR IMPLEMENTATION OF ORACLE PUBLIC
SECTOR COMPLIANCE AND REGULATION PRODUCT
This Amendment No. 2 to the Agreement between Monroe County, Florida, and DLT
Solutions, LLC for implementation of the Oracle Public Sector Compliance and Regulation
Product dated April 21, 2021 ("Agreement"), and the Amendment No. 1 to the Agreement dated
November 15, 2022 (Amendment No. 1) is made this day of , 20_ by and
between the Monroe County, Florida, through the Monroe County Board of County
Commissioners (the "COUNTY"), and DLT Solutions, LLC ("DLT" or "CONTRACTOR") both of
whom agree as follows:
WITNESSETH:
WHEREAS, on April 21, 2021, the parties entered into the Agreement to implement the
software product known as Oracle Public Sector Compliance and Regulation (PSCR) product, to
be utilized by the County's Building and Code Compliance Departments for processing and
issuing building permits, contractor licenses, code cases, and other related functions; and
WHEREAS, on November 15, 2022, the parties agreed to amend the Agreement, later
referred to as Amendment No. 1, to add additional support services required for implementation
of the PSCR product; and
WHEREAS, the parties agreed to a renewal of the Agreement pursuant to Section 7.4.1,
"Term of Agreement," to provide continuity of services and to support implementation of new or
different reporting or business processes with the PSCR and County environment; and
WHEREAS, the parties desire to amend the Agreement to provide for additional services
pursuant to the process set forth in Section 3.2, within Article III, "Additional Products and
Services," wherein the County requested products and services from CONTRACTOR and
CONTRACTOR has provided a fee proposal in accordance with the competitive pricing under the
DLT Solutions, LLC contract for Oracle Products and Services (contract# 180233-001); and
WHEREAS, the CONTRACTOR provided fee proposal DLT Quote #: 5260113 that
depicts a time and materials service menu for not-to-exceed total of$52,755.00, to be invoices
as used, the provide for additional services pursuant to the process set forth in Section 3.2,
within Article III, "Additional Products and Services," of the Agreement; and
WHEREAS, the parties desire to update the general terms and conditions to comply with
new state and county mandatory contract provisions.
NOW, THEREFORE, based on the promises and covenants herein contained, the parties
agree as follows:
1. The recitations referred to above are hereby incorporated herein.
2. The parties desire to ratify its earlier extension of the term of the Agreement to
reflect its current one (1)-year extension term that began on April 22, 2024 and will end on April
217 2025, unless extended again pursuant to the Agreement. Renewals may be authorized
administratively subject to the County's Purchasing Policy.
Page 1 of 5
980
3. The parties hereby adopt and incorporate DLT Quote #: 5260113, as "Exhibit A,"
and the Price Quotation, as"Exhibit B,"that depict the projected time and materials services menu
showing a not-to-exceed total of $52,755.00, to be invoiced after services are rendered to the
County, pursuant to the terms and conditions of the Agreement. Invoices must be acceptable to
the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County
Clerk is based upon generally accepted accounting principles and such laws, rules and
regulations as may govern the disbursal of funds by the County Clerk.
4. The parties hereby add the following sections to the end of the Agreement, in order
to comply with applicable State of Florida and Monroe County laws related to contracts:
9.30 Public Entity Crimes Statement. Pursuant to Section 287.133(2)(a), Florida Statutes, as
amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s)
have been placed on the convicted vendor list following a conviction for a public entity
crime. If placed on that list, Contractor agrees: to immediately notify the County and is
prohibited from providing any goods or services to a public entity; it may not submit a bid
on a contract with a public entity for the construction or repair of a public building or public
work; it may not submit bids on leases of real property to a public entity; it may not be
awarded or perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and, it may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, Florida Statutes, for
Category TWO ($35,000), as may be amended, for a period of thirty-six (36) months from
the date of being placed on the convicted vendor list.
9.31 Foreign Gifts and Contracts. The Contractor must comply with any applicable disclosure
requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b),
Florida Statutes: "In addition to any fine assessed under [§ 286.101(7)(a), Florida
Statutes], a final order determining a third or subsequent violation by an entity other than
a state agency or political subdivision must automatically disqualify the entity from
eligibility for any grant or contract funded by a state agency or any political subdivision
until such ineligibility is lifted by the Administration Commission [Governor and Cabinet
per §14.202, Florida Statutes] for good cause."
9.32 Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, &
287.138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed on
the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel;
b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor the
Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran
Petroleum Energy Sector List); and c) has not been engaged in business operations in
Cuba or Syria. If County determines that Contractor has falsely certified facts under this
paragraph, or if Contractor is found to have been placed on a list created pursuant to
Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after
the execution of this Agreement, County will have all rights and remedies to terminate this
Agreement consistent with Section 287.135, Florida Statutes, as amended. The County
reserves all rights to waive certain requirements of this paragraph on a case-by-case
exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning
January 1, 2024, the County must not enter into a contract that grants access to an
individual's personal identifying information to any Foreign Country of Concern such as:
People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the
Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of
Page 2 of 5
981
Nicolas Maduro, or the Syrian Arab Republic, unless the Contractor provides the County
with an affidavit signed by an authorized representative of the Contractor, under penalty
of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs
(2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Beginning January
1, 2025, the County must not extend or renew any contract that grants access to an
individual's personal identifying information unless the Contractor provides the County
with an affidavit signed by an authorized representative of the Contractor, under penalty
of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs
(2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this
Section will result in termination of this Agreement and may result in administrative
sanctions and penalties by the Office of the Attorney General of the State of Florida.
DLT Solutions, LLC is not owned by the government of a Foreign Country of Concern, is
not organized under the laws of nor has its Principal Place of Business in a Foreign
Country of Concern, and the government of a Foreign Country of Concern does not have
a Controlling Interest in the entity.
Under penalties of perjury, I declare that I have read the foregoing statement and that the
facts stated in it are true.
Printed Name:
Title:
Signature: Date:
9.33 Noncoercive Conduct for Labor or Services.As a nongovernmental entity submitting a
proposal, executing, renewing, or extending a contract with a government entity,
Contractor is required to provide an affidavit under penalty of perjury attesting that
Contractor does not use coercion for labor or services in accordance with Section 787.06,
Florida Statutes. As an authorized representative of Contractor, I certify under penalties
of perjury that Contractor does not use coercion for labor or services as prohibited by
Section 787.06. Additionally, Contractor has reviewed Section 787.06, Florida Statutes,
and agrees to abide by same.
9.34 Prohibited Telecommunications Equipment. Contractor represents and certifies that it
and its applicable subcontractors do not and will not use any equipment, system, or service
that uses covered telecommunications equipment or services as a substantial or essential
component of any system, or as critical technology as part of any system, as such terms
are used in 48 CFR §§ 52.204-24 through 52.204-26. By executing this Agreement,
Contractor represents and certifies that Contractor and its applicable subcontractors must
not provide or use such covered telecommunications equipment, system, or services for
any scope of work performed for the County for the entire duration of this Agreement. If
Contractor is notified of any use or provisions of such covered telecommunications
equipment, system, or services by a subcontractor at any tier or by any other source,
Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2) to County.
9.35 Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes.
Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate
who has been placed on the antitrust violator vendor list (electronically published and
Page 3 of 5
982
updated quarterly by the State of Florida) following a conviction or being held civilly liable
for an antitrust violation may not submit a bid, proposal, or reply for any new contract to
provide any goods or services to a public entity; may not submit a bid, proposal, or reply
for a new contract with a public entity for the construction or repair of a public building or
public work; may not submit a bid, proposal, or reply on new leases of real property to a
public entity; may not be awarded or perform work as a contractor, supplier, subcontractor,
or consultant under a new contract with a public entity; and may not transact new business
with a public entity. By entering this Agreement, Contractor certifies neither it nor its
affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement.
False certification under this paragraph or being subsequently added to that list will result
in termination of this Agreement, at the option of the County consistent with Section
287.137, Florida Statutes, as amended.
5. This Agreement constitutes the entire understanding between the Contractor and
the County regarding this Amendment No. 2 to the Agreement, and all other terms and conditions
of the Agreement and Amendment No. 1 shall remain in full force and effect and are incorporated
herein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 the
day and year first above written.
CONTRACTOR: DLT SOLUTIONS, LLC
By:
Signature
Print Name & Title
STATE OF
COUNTY OF
The foregoing instrument was sworn to/affirmed and acknowledged before me by
means of ❑ physical presence or ❑ online notarization, this day of , 20_7
by , President [or Authority Title] of DLT Solutions, LLC, a Florida (Not
for profit/ For profit) Corporation / LLC. He/She is personally known to me/or has produced
(type of identification) as identification.
Signature of Notary Public
(Print & Stamp Commissioned Name of Notary Public)
[County Signatures to follow]
Page 4 of 5
983
Amendment No. 2 to Agreement between
MONROE COUNTY, FL and DLT SOLUTIONS, LLC
for Oracle Public Sector Compliance and Regulation (PSCR) Product & Services
BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA:
By:
Mayor Holly Merrill Raschein
(Seal)
Attest: Kevin Madok, Clerk
As Deputy Clerk
Approved as to legal form & sufficiency:
Eve M. Lewis, Assistant County Attorney
Page 5 of 5
984
.,I'D SYNINIEX
"EXHIBIT A"
August 28,2024
Monroe ttn 7 . '.
Time and Materials Services Exhibit
DLT Quote #: 5260113
Offer Valid through: 30-Nov-2024
Estimated Total Fees and
Services Reference Fees Expenses Estimated Expenses
Time and Materials Services Exhibit 1 $52,755.00 $0.00 $52,755.00
Total Fees and Estimated Expenses $52,755.00
Professional Services Delivery Policies:The Oracle Professional Services Delivery Policies
("Policies") available ath Ups:ZZwww.oracle.comZa Z ocom Zdoes Zcor orateZprofessional-services-
delivery-policies.pdf apply to and are incorporated into this order.
A. Oracle will provide You with the following Services related to Your implementation of Oracle
Permitting and Licensing("OPAL"). Specifically,Oracle will assist with planning for and
executing upgrades,understanding of new features and functionality and how to deploy and
configuration updates:
Services included in the scope of this exhibit include:
1. Provide Project Governance services that may include,but not limited to:
2. Training for Your staff on quarterly release testing.
3. Review,training,and demonstration of new product features.
4. Guidance with product direction and configuration changes and enhancements.
5. Assistance with configuration issues and requests.
6. Assistance with reports and dashboards.
7. Additional product training as mutually agreed to.
2. Rates Estimated f ees and E )amass andTaxes.
A. _The Services are performed on a time and materials("T&M")basis;that is,You shall pay DLT for
the actual time spent performing the Services,plus materials,taxes,and expenses.
B. Rates. For a period of one(1)year from the ordering document effective date,the Services will be
provided at the rates set forth below. Thereafter,unless otherwise agreed by You and DLT/Oracle
in an amendment,the Services will be provided at DLT's consulting rates in effect when the
Services are performed.
985
.,I'D SYNINIEX
Director $396.85
Managing Consultant $304.25
Advanced Consultant $277.80
Consultant $172.00
C. Estimated Fees and Expenses. All fees and expenses will be invoiced monthly. The fee and
expense estimates specified in Your order are intended only to be for Your budgeting and Oracle's
resource scheduling purposes,and may exceed the specified totals;these estimates do not include
taxes. Once fees for Services reach the estimate,Oracle will cooperate with You to provide
continuing Services on a T&M basis.
3. ftq m.mad .
You and Oracle each agree to designate a project manager who shall work together to facilitate an
efficient delivery of the Services.
4. Your-Cop
A. If the Services are provided in an Oracle hosted cloud environment,obtain Cloud Services under
separate contract prior to the commencement of Services under this exhibit and maintain such
Cloud Services for the duration of the Services provided under this exhibit.
B. Provide any notices,and obtain any consents,required for Oracle to perform Services.
C. Limit Oracle's access to any production environments or shared development environments to
the extent necessary for Oracle to perform Services.
D. Assign and provide one point of contact to request work from Oracle staff via Oracle point of
contact.
5. 111mit
A. The parties acknowledge and agree that the performance of Services does not require or involve the
processing of personal data.
B. Oracle will provide an overview of each release prior to its release into production and suggest
features and functions that You may utilize.
C. All Services will be performed remotely.
D. A person day is defined as one(1)person working up to eight(8)hours.
E. Anything not expressly identified in Section 1 above is not included in the scope of,or fees for,
Services under this exhibit.
986
"EXHIBIT B"
526,0113
RObirieIII 187,9914
F-Irice QLJotalian
19 f30)2,024
Fi�r Alan MaisEashern IF:rinni!! Jpssica I
Munircre County I of Counly DILT Sduhors,LLC
Corninntssuorers 24111 1 Comer IPark
2792,'Overseas Highwary suite BOG
Marathon, FIL�33059 Herridon,VA20171
(305�453-9792. I R03)773-9262?
"ax�� (703)77.1-9262
ErralL EE,rrao L
D L 1I Fla,t 1111(c corrbair,,?. .................... ..... .................... .......
Ij 'go''07"!PqP..............................................I S,T T E-,(af—I U, R S,C.............1........$,5,2,7,,5,5.Q,G, $52,75:5 0,0
. ...... ... . . .... ...
Time and I Projeqoi I I P0011
2 9891-3235,7148 MS7.A7E.-01RCL-USC 0 $a96.85 $0.0a
...............................................................................
Sr.Practice Director
Director
'go' .........................................Ms17!:TE,-1,(aRGL-U, S,C.............0 ,............$30,4.2 5, $D GO
. ...... ... . . .. ...
Managhgj Pninopal Consultant
Managing Consultant
4 9891-32357149, 0 WOO
Sr.Principal,Consdont
Advamed0onsuftmi
5 ge91-32357150, MS7A7E-1CRGL-1USC 0 $172.00, $0 DD
Staff Consultaint
Consultant
$52,755 00
DII Fla lie t of 2'
987
Relereince:0i,jole:5260 11�3
18799,14
gf/,"to NSx Price Quotation Date:08QU2.024
xpires: 1113,312.024
Contract Seirial Nb '180233-001
Contract Expires: 1113012028
UEI -F11N21KDGIBDTU8
Fede rall I D#:54-15,99882
FOE!! Destinaton
Teirms: Net 3D(On Approved,GredFft)
DI-7 accepts VISAWC0AMEX
Ship Via: IFedex GiroundAJIPS
THI'S QUOTE IS SUBJECT TO THE TERMS AND CONDIT111ON's OF CONTRAC7'SERIIIAIL NUMBER 180233.
CUSTOMER I's DIRECTED TO INCORPORATE (B,Y REFERENCE)THIS QUIOTIE IN ANY IRESULTIING,
Tad SKJDELIVERY ORDER OR AWARD. THE TERMS OF THE AFORE MENTIONED CONTIRACT ARE THE
ONLY CONTROLL11ING TERMS AND ANY TERMS OR CONDITION'S CONTAINED IIIN AN'ORDER AWARD OR
OTHER IIINSTRUMIENT'OF E;lJYER,WHICH ARE IIIN ADDITION TO OR INCONSISTENT WITR W OF THE
TERMS OR CONDITIONS CIDNTAIIIINED IN THOSE REFERENCED HEREIN, SHALL NOT B,E ISINDIIING ON DLT
OR MITE MANUFACTURERS AND SHALL NOT APPLY UNLESS SPECIFICALLY AGREED TO IN WRIT111ING BY
DI-T.
C PARs,uregNuests should be sent to the,attenfion of Steve,Wellis at cjpairs-@,dIt.irom
CET Solwions 1-1-10 DIT solumns,LLC
P J F F lBank cifAmenca IP.10,Box 743359
ABA:411109 !12 Atlanta,t-A 30374-2WQ
Aw#445'W637912
Customer orders are subiect to&H appfimble taxes and re-gulatory fees,.
Dor-umendahan to The submitted to vafidate Ilrrwcxice for"ymerwt:
a. Authonzed Services shat,11 The iinvoice id viith a correspianding dinimp repcirt for the pericid of perfomian,ix- dendfy�ng na,rrves,
days, and hours viorked.
b. Authompd reunbursable expenses shar,11 The iinvoiced viiih a detaried expense report,dcicunnented lby oop,,es of sup pcirfing
rE`CdqOS.
o. ALAhciinzpd Education cir 71raining shalll be r(woli,iDed wth a Report dendNing date and name of class rmrnpmeted,and wheire
appllcabk-the rename of attendees.
7he Quote NunimbeT refere.imeed abova incorporates Cracle's Techniisal Support.Poficu,ss Ilcicar ad at,
hitp:l www.orar,�P.COMOLU,JSU�mpo4vpc(,IliciesJ1ridex.html. Issu,an,ix-of an order pursu,ant to this quale!is a,AraWedgement and
acceptzqn,ce of thiese terms and mrmditions. Please referemce and iincorporate this Qucize Number cin your purchase order.
A-1 Fl�zrgje�Z¢A�Z
988
BOARD OF COUNTY COMMISSIONERS
County of Monroe � ���� �
� �� Mayor Craig Cates,District 1
The Florida Keys
Mayor Pro Tern Holly Merrill Raschein,District 5
�,
Michelle Lincoln,District 2
James K. Scholl,District 3
",';_ _ David Rice,District 4
County Commission Meeting
May 17, 2023
ALyenda Item Number: C23
Agenda Item Summary #12101
BULK ITEM: Yes DEPARTMENT: Information Technology
TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern (305) 295-5110
N/A
AGENDA ITEM WORDING: Approval of Amendment 2 to revise the start date from December
1, 2022 to February 28, 2023 (3 month extension) for our previously approved Oracle consulting
services - at no cost and authorization for the County Administrator to sign contract documents that
are for no additional cost or that do not exceed the County Administrator's signatory authority.
ITEM BACKGROUND: The original consulting request from November of 2022 is below. This
amendment is to change the start date from December of 2022 to February of 2023 — at no cost. No
other changes are in the contract. This change reflects the fact that during the December, January and
February timeframe, the Oracle team was providing implementation services and that Monroe
County wasn't able to utilize the consulting resources. Oracle recognized this and rather than
penalize us, they allowed us to move the contract forward a quarter so that we are better able to
focus consulting services on targeted improvement efforts.
This agenda item presents a request for consulting services to support our Community Development
software application. As we anticipated when we selected this product, we will require an amount of
ongoing consulting services for the next couple of years as we continue to optimize our electronic
processes and gather feedback from our internal and external users. The hours included in this
contract will give us the support we need as we continue to refine our processes and review further
automation opportunities.
PREVIOUS RELEVANT BOCC ACTION:
Agenda Item —F38 , November 151,2022 -Approve
Agenda Item —C5,April 21st, 2021 -Approve
CONTRACT/AGREEMENT CHANGES:
N/A
989
STAFF RECOMMENDATION: Approve
DOCUMENTATION:
Amendment 2
Consulting Amendment to Agreement with DLT Solutions_-signed
Monroe County Agreement with DLT Solutions -2021-04-05 with Appendix B Included
DLT Solutions Proposal -Monroe County - 3-26-2021-Attachment A to the Agreement
FINANCIAL IMPACT:
Effective Date: 02/28/2022
Expiration Date: 05/31/2024
Total Dollar Value of Contract: $0
Total Cost to County: $0
Current Year Portion: $0
Budgeted: Yes
Source of Funds:
CPI: N/A
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: No
Additional Details:
No Fiscal Impact From This Amendent- Change in Start Date Only
REVIEWED BY:
Alan MacEachern Completed 05/01/2023 6:24 PM
Christine Limbert Completed 05/02/2023 11:49 AM
Purchasing Completed 05/02/2023 11:56 AM
Budget and Finance Completed 05/02/2023 12:32 PM
Brian Bradley Completed 05/02/2023 1:33 PM
Lindsey Ballard Completed 05/02/2023 2:18 PM
Board of County Commissioners Completed 05/17/2023 9:00 AM
990
TD SYNNEX
April 25,2023
Monroe County
Oracle Firm Fixed Price Services Exhibit
DLT Quote *: 5120664
Offer Valid through: 26-MAY-2023
This amendment("Amendment Two")amends the order identified below and all amendments thereto
(the"order")between You and DLT Solutions,LLC("DLT").
A. AM ENDMEN,r DETAILS
You and DLT agree to amend the order as follows:
® Attachment A
a. Sections I.A.Services--Delete the first paragraph in its entirety and replace with the
following:
"Oracle will provide You with the following Services related to Your implementation of the Oracle
Public Sector Compliance and Regulation module("Compliance and Regulation") and Your
Oracle Policy Automation("OPA"),deployment. Specifically,Oracle will assist with planning for
and executing upgrades,understanding of new features and functionality and how to deploy new
functionality.The Services under this Exhibit shall be provided for a period of eight(8)
consecutive calendar quarters with up to forty-two(42)hours per quarter commencing on
February 28th,2023("Services Period").Any portion of the quarterly hours not used within the
relevant quarter will expire at the end of such quarter, and any hours of Services not used within
the relevant quarter will be automatically forfeited by You,with no further action required of
either party.You will not be entitled to a refund,or any credit toward additional or other Services,
for any unused portion of the fees paid for any unused Services.You may not use the hours
and/or days of Services,or fees paid,for any Services other than the Services stated in this
exhibit.In order for Oracle to provide Services to You after the Services Period,Oracle and You
shall mutually agree,in writing,under a separate ordering document and exhibit,to the terms
and fees for such Services."
991
TD SYNNEX
2. Additional ,rerms
In the event of any inconsistencies between the order and this Amendment Two,this Amendment
Two shall take precedence. Subject to the modifications herein,the order shall remain in full force
and effect.
DLT Solutions, LLC Monroe County
gSignature: :" ..
Authorized Signature: Authorized �,,� � � � � •'"�
Name: Lon Winter Name: Roman Gastesl
Title: Sr. Director of Sales Title: County Administrator
Signature Date: 05/16/2023 Signature Date: May 18, 2023
MONROE COUNTY ATTORNEY
' tAC'ft�U.k:L'J ASTCd Et7}C R:
CHRIS'I*TNFS➢IMBi,'RT'°HARR.OWS
ASSISTANT COUNTY ATTORNEY
DATE -----5.L..16.123...............
992
GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: November 29, 2022
TO: Alan MacEachern, Director
Information Technology
ATTN: Maria Guerra,
Executive Assistant
FROM: Liz Yongue, Deputy Clerk
SUBJECT: November 15th BOCC Meeting
Attached is a copy of the following item, which has been executed and added to the
record:
F38 1st Amendment to the Agreement with DLT/Oracle for post implementation
consulting support services for the Community Development Software Application. Services
provided will be 42 hours per quarter to assist with optimization of the application workflows
and integration of new features for $9,700 per quarter or $38,800 per year.
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
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
993
AMENDMENT TO AGREEMENT FOR IMPLEMENTATION OF THE ORACLE PUBLIC
SECTOR COMPLIANCE AND REGULATION PRODUCT
This Amendment to the Agreement ("Agreement") dated April 21, 2021 is made and
entered into this 15th day of November , 2022 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 parties entered into an Agreement for 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, by this amendment the County will add additional support services needed
after the implementation period;
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:
1. The Agreement will be amended to add the following support services as set forth
Attachment A to this Agreement
2. The Agreement dated April 21, 2021, as amended herein, shall remain in full force and
effect.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative on the day and year first above written.
.✓� �' :yn, ^gym
' S BOARD OF COUNTY COMMISSIONERS
r� '. in Madok, Clerk OF MONROE COUNTY, FLORIDA
qti k�•T
DeptAy Clerk 9 U Mayor/Chairman
FaiiryTv IH-
(Seal) CONTRACTOR =F
Attest:
BY: By:
Title: Title: Sr. Director of Sales L -w
,. CD
END OF AGREEMENT '
MONROE COUNTY ATTORNEY
4PPR D AS TO FOr1
Yier�r�o�i�Orrl—t'�.nn�r�n
CHRISTiNE LIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
DATE: 1 n/31/22_
994
Attachment A-
Price Quote/Oracle Firm Fixed Price Service Exhibit
DLT Solutions,LLC Proposal
995
(;)u(::)te: 5120664
OOP'`. LT Price QuotationRe-f`E.-alr�.ance 1726988
CDate 10/24/2022
64 d�ra ~�� on,:0 iA, COkIIRAI�NPV'' Ex: j IIIres:: 11/30/2022
if o:Alan MacEachern F::iro inn: Jessica Marino
Monroe County (FL) DLT Solutions, LLC
1100 Simonton St 2411 Dulles Corner Park
Key West, FL 33040 Suite 800
Herndon, VA 20171
1=lhoiroe: (305)453-8792 1=lhoiroe: (703)773-9262
F::a r: F::a r: (703)773-9262
f::::ant�p iill: maceachern-a Ian@monroe ccunty-fl.gov jessica.marino@dlt.com
:Fll....1f 11lairt INo. Contract (.sty UrOt 1Fliriice 1:::xt. 1Fliriice
1 9891-27186 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00
Post Production Support Report(Quarter 1)
PoP: 12/1/2022 through 11/30/2024
2 9891-27187 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00'
Post Production Support Report(Quarter 2)
PoP: 12/1/2022 through 11/30/2024
3 9891-27188 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00
Post Production Support Report(Quarter 3)
PoP: 12/1/2022 through 11/30/2024
4 9891-27189 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00'
Post Production Support Report(Quarter 4)
PoP: 12/1/2022 through 11/30/2024
5 9891-27190 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00
Post Production Support Report(Quarter 5)
PoP: 12/1/2022 through 11/30/2024
6 9891-27191 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00'
Post Production Support Report(Quarter 6)
PoP: 12/1/2022 through 11/30/2024
7 9891-27192 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00
Post Production Support Report(Quarter 7)
PoP: 12/1/2022 through 11/30/2024
8 9891-27193 MSTATE-ORCL-USC 1 $9,700.00 $9,700.00'
Post Production Support Report(Quarter 8)
PoP 12/1/2022 through 11/30/2024
-----------------------------------------------------------------------------------------
C:"bl..:IC COINlf IIIC:"blEIN lrllN... Flage I of 2
996
()1u(:-)te: 5120664
000 LT Price QuotationRe-f`E-;,r�.arrce 1726988
CDate 10/24/2022
64, ra ~��� on,:u,At , M14RA,�N K N.:xll.AIres: 11/30/2022
#�oo 00000000000�..�ooFooIIo00 00100 0000F0,000a00000r00t00 00I0N00000o000 000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000..�000000000000000000000000000000000000000000000000000"000o0000n0000t000r00a0c0000000t00..�00000000000000000000000000 �00000000000000000000000t0000r00J000t00 000F0000i0r00i0c00e �0000000000000000000000100::0:0x0000t000 0000F0l000i0r00ii0c0000e
... .. 0 .. 0000�
-----------------------------------------------------------------------------------------
Contract Serial No. 180233-001
Contract Expires: 11/30/2023
UEI - F1N2KDGBDTU8
Federal ID#: 54-1599882
FOB: Destination
Terms: Net 30 (On Approved Credit)
DLT 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 (BY 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 cpars@dlt.com.
II II,,,,,,,III;;;;;; III;;;;;; III ,III;;;;;;,p 111 AC:CIi L DLT Solutions, LLC III° , ail: DLT Solutions, LLC
1::1 „ U III,,,,,,Its ,, Bank of America P.O. Box 743359
.................................................................................................................. ABA#111000012 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://www.oracle.com/us/support/policies/index.html. 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.
C:"bl..:IC C:OINlf IIIC:"blf IN IC IIAI... Page 2 of 2
997
D-A L
T.
A TECH DA64 COMPANY
September 20, 2022
Alan MacEachern
Monroe County, FL
Orad e III iiiill ill°°nfr III iiixed III y°ill,,ike 'Seill Vlia, III Ill�iiillbi t
DLT Quote: 512o664
i. Description of Services and Deliverables
A. Services
Oracle will provide You with the following Services related to Your implementation of the
Oracle Public Sector Compliance and Regulation module("Compliance and Regulation")and
Your Oracle Policy Automation ("OPA"), deployment. Specifically, Oracle will assist with
planning for and executing upgrades, understanding of new features and functionality and how
to deploy new functionality. Such Services shall be limited to up to forty-two(42) hours per
quarter for up to eight(8)quarters.Any portion of the quarterly hours not used within the
relevant quarter will expire at the end of such quarter; any unused amounts are non-refundable
and are forfeited upon expiration.
Services included in the scope of this exhibit are:
i. Planning and coordination of services to be completed quarterly;
2. Guidance and assistance with process and procedures around quarterly upgrades, including
testing;
3. Review,training, and demonstration of new product features and functions;
4. Guidance with product direction and configuration changes and enhancements;
S.Assistance with configuration issues and requests;
6.Assistance with reports and dashboards;
7. Creation and delivery of eight(8) Post Production Support Reports provided electronically
every quarter,which will include the following details of work provided to You during that
period:
a.Tasks worked,
b. Resources that worked on those tasks,
c. Hours worked,
d. Hours remaining, and
e. Synopsis of the outcomes related to the tasks.
8.Additional product training as mutually agreed to in writing; and
g. Preparing quarterly post production support reports.
B. Deliverables
Services performed by Oracle under this exhibit shall be for the purpose of providing the
following deliverables:
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No. Deliverable Name Deliverable Description
1 Post Production The report provided electronically every quarter outlining the details of post production
Support Report support work provided during that period,as described in Section 1.A.7 above.
2. Acceptance of Deliverables
Upon completion of any deliverable set forth in Section 1.13 above, Oracle shall provide a copy
to You and demonstrate that the deliverable conforms to its description upon Your request. If
the deliverable does not conform with its description,You shall have three(3) business days
after Oracle's submission of the deliverable ("acceptance period")to give Oracle written notice
specifying the deficiencies in detail. Oracle shall use reasonable efforts at no cost to You to
promptly cure any such deficiencies and, after completing such cure, Oracle shall resubmit the
deliverable for Your review within a new acceptance period. Upon accepting any deliverable,
You shall provide Oracle with written acceptance of such deliverable. If You fail to provide
written notice of any deficiencies within the acceptance period, such deliverable shall be
deemed accepted at the end of the acceptance period.
3. Fees, Expenses, and Taxes
A. You agree to pay Oracle the fee specified below for the Services and deliverables in this exhibit.
This fee does not include expenses or taxes. Upon completion of a milestone,the
corresponding fee for such milestone specified below becomes due and payable and Oracle
shall thereafter invoice, and You shall pay, such fee;this payment obligation shall become non-
cancelable and the sum paid non-refundable on such completion date.A milestone is
completed once all the deliverable(s) under such milestone are accepted, or deemed accepted,
in accordance with Section 2(Acceptance of Deliverables)above.
No. Milestone Milestone Fee
1 Post Production Support Report $9,700.00
(Quarter 1)
2 Post Production Support Report $9,700.00
(Quarter 2)
3 Post Production Support Report $9,700.00
(Quarter 3)
4 Post Production Support Report $9,700.00
Quarter 4
5 Post Production Support Report $9,700.00
Quarter 5
6 Post Production Support Report $9,700.00
Quarter 6
7 Post Production Support Report $9,700.00
(Quarter 7)
8 Post Production Support Report $9,700.00
(Quarter 8)
Total Fixed Fee $77,600.00
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4. Project Management
You and Oracle each agree to designate a project manager who shall work together to facilitate
an efficient delivery of the Services.Your project manager shall have the authority to approve
Services on Your behalf. Oracle shall have the sole right to exercise direct control and
supervision over the work assignments of Oracle resources.
S. Your Cooperation. Subject to the terms in the Policies,the following obligations apply in
addition to those in the Policies:
A. Assign and provide one point of contact to request work from Oracle staff via Oracle point of
contact.
6. Project Assumptions.
A. Electronic delivery of the Post Production Support Report each quarter will indicate to Your
project manager the completion of support for that quarter.
B. The parties acknowledge and agree that the performance of Services does not require or
involve the processing of personal data.
C. A formal request process will be established whereby You can request Services from Oracle as
part of this engagement; however, Oracle will have no obligation to perform such requested
Services except pursuant to the change control process in accordance with section B.S. of the
ordering document.
D. Oracle will provide an overview of each release prior to its release into production suggesting
features and functions that You may utilize.
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Kevin Madok, CPA
Clerk of the Circuit Court&Comptroller—Monroe County, Florida
DATE: May 11, 2021
TO: Alan MacF.acliern, Director
Infonnadon'reclillolo
FROM: Pamela G. Hanco C.
SLT$JECT: April 21" BOCC Meeting
Attached is all electronic copy of'the 101lowing item for your handling:
C5 Contract widi DIX Solutions, ITC for their Oracle Fusion Public Sector
Community Development Cloud Service, ill die ainount 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 Counly also lias die option to renew licensing annually, at predetennined costs, througli
2028. '1'liis contract %%ill utilize competitively bid pricing in accordance with cooperative
purcllasinglpiggybacking procedures.
Sliould you liave any questions please feel free to contact ine at (30.5) 292-3 550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Rod( 1001
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:
1002
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.
1003
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
1004
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.
1005
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
1006
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.
1007
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.
1008
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.
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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
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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
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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.
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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.
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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.
1014
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:
1015
(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.
1016
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
1017
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
1018
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.
11V�S WHEREOF, each party has caused this Agreement to be executed by its duly
I:s }a 5 epresentative on the day and year first above written.
�C,
BOARD OF COUNTY COMMISSIONERS
- Attsf: evin Madok, Clerk OF MONROE COUNTY, FLORIDA
By:G By:
_,A�A A 4110
As Deputy Clerk Mayor/Chairman
(Seal) CONTRACTOR
Attest:
BY: /'(�"-4;f- By: .
Title: Sales Manager Title: Senior Director of Sales
END OF AGREEMENT
MONROE COUNTY ATTORNEY
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ASSISTANT COUNTY ATTORNEY
DATE 4197171
1019
Attachment A- Scope of Services / Pricing
DLT Solutions, LLC Quote
Quote: 4916437
Reference: 1594775
Date: 02/16/2021 / 03/26/2021
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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
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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 Boo,Herndon,VA 2017s / : -M-11 800,262,4358 ( el-ax 703.709.8450 f auWW c!I om
1023
MONROE COUNTY, FLORIDA
1.1'' See next page,
LILT Solutions,a Tech Data Company March26, 2021 Page 1
1024
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-OCL-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 B92035 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
1025
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://wvvw.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 9891-3235717 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00
Oracle Identity Foundation Cloud Service-Government m Each
6 9891-7702 B91205 MTATE-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 9891-3236965 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
1026
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 2 $88,982.26
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-USG 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
1027
491647
0
LT Price Quotation 159477
02/1 /2021
04/30/2021
2 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
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 $0.00
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 90 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 $7,497.60
ORACLE INTELLIGENT ADVISOR.CLOUD SERVICE- 1,000 INTERACTIONS
Qty. Reflects(20)x 12 months
Subtotal for Option Year 5 $100,092.96
1028
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-CIRCL-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
1029
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)
DLT 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.
1030
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
1031
MONROC CCDUN )Y, 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, :soza Page 3
1032
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
1033
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
1034
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
1035
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
1036
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
1037
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 g
1038
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
1039
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, 2023. Rage 11.
1040
Attachment B- Oracle Products and Services Contract
Dated December 12, 2018
1041
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)
1042
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.
1043
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.
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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.
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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
1046
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.
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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
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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.
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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.
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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.
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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.
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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,
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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.
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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.
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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.
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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.
1057
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;
1058
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
1059
SERIAL 180233-RFP
IN WFF-Nl'�"f SS NVIMUZOF, flils Contract is exectiled oi,�i flac dal e set forth �,+o vc%
CONTRAC" ' -1Z
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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 14 EN"'Il"C
DATE
Ei i i Vi OARE'' ' " I
APPROVRD AS T() FORM':
DEPUTY COUNITY ATTORNEY DATI-1.
1060
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
1061
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1064
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
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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 Manager/Engineer $ 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. Systems 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 $ 201.86 $ 201.86 $ 207.04 $ 207.04
1065
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1067
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.
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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.
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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.
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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.
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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.
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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.
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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 .0M1MtUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v04 18
THESE ORACLE S TWARE PROGRAM ANJDr 3R SERVICES US MIMUNITIES �"IISC"j
SUPPLEM9EN'TALTER AND CONDITIONS('SOFTWARE STCs`)SHAL PPLYTOTHE ORACLE
SOFTWARE PR0GRAMS 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 DOCUM1ENTATI0N. 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 dlstr'bUt4r('Contractor`)un . r the contract.
The term ",ancillary programs'refers to th d party ma rial.s specif'ed in the program documentation
-w+hilch 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 tern,'programs'refers to the soft-wa product-so ned 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 srerlc 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 ozher�vise petifled In your order with Ctntravzor, I ,ited right 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 to allow your
customers an, uppliiers to interact-with you in the furtherance of your internal b :iness operations,
such use is a ed.
A rude US Comnmuanities So tware Prngrairms.Suai,Pplernentai Terrn.s-.and Conditions 041818, Page 1.
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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 EXCLLISI E REMEDY At4D ORACLE'S.
ENTIRE LIABILITY SH L 'BE. (A) THE CORRECTION OF PRRO RAC ERRORS THAT CAUSE
BREACH OF THE W RANTY; OR, IF ORACLE CANNOT SUBS.TAN+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 Y OR LE TO YOU
racle U'S Cornmunitias Software Programs:Supplemental Terms:and Conditions.v041818 P-9.
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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!,
1076
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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
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HE DEFICIENT PROGRAM,HARDWARE,OPERATING SYSTEM,INTEGRATED SOFTWARE
S. 'VICES GIVING RISE TO 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 providing 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 perty 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 -rd to meet 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
1078
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. Export law an,d 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
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a
p
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a
r
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In
d
0
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r
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t th
e
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re
e t
'b
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programs.
I a
uc po e v no a
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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 e n,gageme n t 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 business, 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 audit;
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
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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
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'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 runs shall not apply.
,iacle US Comm unitias Software ProgTann s Supp lemen tal Term s a nd Condffi ons V041818 Page 7
1080
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
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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°Ocr 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 delivered.
The%mn"contract"refers 15 the Contractor's US Communities contra=ot.
The teml;'program,docunrentati ,°refers.o the program user manual and program installatort manuals,.
The term 'progirams' refers to the software products owned or,distributed by Oracle 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- Riigphfs Granted
Upon Contractor's acceptance of your order,you hawe the non-exclusive, nor(-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'stty operations and subject,
to the temn.5 of these, including the Orade License aefinituons and Rules.,the order,the contract 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 furtherance of your internal business operations,
such use is allowed.
Grade us Communities Software Programs Supplemental Terrors and Conditions i#2619 Page
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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
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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 reievani program,then the annual technical 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
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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
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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 interest in them
to another lndrvidual or entity. If you grant a security interest in the programs andior 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 otherwise have with respect to the Linux operadng 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 acknowledge that you have not.relied on
the future availability of any progran, or updates. Hawever, (a?� if you order technical support, the
preceding sentence does not relieve Oracle of its obligation to provide such te-ohnical support under
the relevant order, if and when available, in accordance with Orate s then current technical suppor:
policies, and (b?the preceding sentenoe does not change the rights granted to you for any program
licensed under the order,per,the terms of these Software STCs.
0. Aocessibilfty
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 itemu ral and
7ranspor�aton Barriers Compliance Board standards set out in 3-8 CF"R Part !1-94 {known as 'Geodon
508')effective as ofJune,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 accordancew"th
Oracles associated documents and other written informalon, and provided ha; any assistive
technologies and any other products used with them properly intemperate with tham. in the event that
no VPAT is awaflable for a particular Oracle product., please contact the Oracle Accessibility Program
OfFice at accessible v Zw.QP,orade.com. in some cases,the Duloome may be that a product is still being
evaluated for accessibility,may be 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 num�rs is awailabile
at htt2s Jivvmw foc.govig ereral.etelemrr munic.1,jon s-relay-s e rjces-dir4_-.ctoa. 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 semice request, process- Oracle cannot make any
oonsmilments aboutfuture product directions, including plans to address accessibifty or the availability
of VPATs. Product direction remains at the sole discretion of Oracle. No ,'her terms, conditions,
statements or any other such representations regarding or related to accessibility shall apply to the
Oracle products provided under these Software S71-s-
1- Intennet Probokool version 6(I1PvG)_
Prior to any customizations,the Oracle pruductf5)and service(5)to be delivered pursuant to the contract
. I
are capable of accommodating Internal,Protocol version 13 solely to the extent,defined and noted in
the relevard produo-Userwoe docurrentationavaitable atoracle.com. Please note that such capabilities an-
subject to the dependencies,comments and exceptrions(some&which may be,significant, if any) noted
in such documentation,and require that Oracle prcduct!s)and sentice(5)are used in accordance
Grade us Communities Software Programs supplemental Terms and Conditions M2619 Page 5
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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 proVeration,or development of rt,-,issife 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 audrt 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
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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
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EXH BIT A
APPLICATIONS LICENSING TABLE
Oracle reserves the right to periodically change the information preented on the website proi,-ifled 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 a
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PAC LE,
License fs�itiansmu.ilRa�les
Definitions:ai`ri,License Aletriss
3Xl Amnuul,TroinNictionVolu a: is defined as one million 7 S.Do!`r=_in all purchase,arderi n.zcted-ania uotiornconducted
:slough the Oracle E. harge Marhetpl ce by You and otters drumg,tliia applicable year of the Car c.e Exchan? =l rl,etplace,License,.
teorm-diiess of whether. .uch auetian resuits inn pmchase order.provtded that am auction resulting in a cha tder alZ ar ,
be counted a_=sari t the ' u331"Inansactirn 'olume once.
rlpplis:a lion lilodule: is de d as a Program used by You on a single or multiple computers.
SNI in Application Annual Rea ei os defif,ed as one mi'ion LT S_Dal!3r,excluding to ., processed through the-sicerned
Program For 0mcle Self Serice E- illingpi 7d5ret,the :r ua �e enue i etme,alentto the tal ir,,-aced amount for all compare}F
accc�xnf tha: a e at least�me eeuo4 e� erper oilling peL
rxc
AppUsa ti-on Dei-eloped: rs defined asaas-are Pra am developed ere•You that op _tes on:mart-phoanes and•`or other end user
device- and that(i)pnoiides end user,xv-ith aN a to content,0r(its Provides end use° wath end user transaction enablement or(iii,;
others3dse enact es u e by end u ens of funettion�x._Cable tiv°z ¢gc the Oracle run- e P>r ass.
Apphemdon F'.ere rs defined a an individual aut sized by You t7 use the ppCicab=e licensed applicatuon.Programs which are
in;ta1led on a single sew-er or on multiple sera er,of ik-psi of whether the` eidu "i,act%ely using the Pry-.aurs. at any gr°em
time If You license the Oracle Self Sei-6,ce a1.=orl,PegN_t option Liu co ` ction with t"lracle Enterpr�i.e_Asset Man,gement-You
are required to maintain licenses for the equis-a._lert rumba of applies a U,ers licensed and You are granted un`_nr tad access to
ir;tinte nosh requests, view work requent status and %-iex rched ,' d completion dates for Yom: entire employee;population.
Application Users licensed for Ctsac:e Order Management are 'o to manually enter orders directly irto the Programs but any
orders entered elecworicnEy fiom other sources must be License eparately. For i ra.cle Soii sing,Oracle Fra.,icn Sourcing.Oracle
s,`aupplier Pt}mfiaL t7t acid Fu Lips Supplier Porto-- Oracle 5e ce. Rnmurement, PeopleSoft eSupp ier C'onneenon, PeopleSoif
Strategic Sourcing. PeopyeSott Supplier C'orarart ]fana�e nt and Edwards Supplier .Self Sen-i-e Programs, use lay Your
external supplier i included with.Your application a er ceases. Fe put
of tEe Oracle Financial Seri sees Ctpeiaticra?
Risk Solution Program employees who are just contia1 1, g infiorwator the Program via the applicable user interface shall not
be counted as application users.
_ri.ppficatien,Read-03311-C-ens! is defined as,an rdual authorized by You to onli queries or reports against the application
Program for which You hay,e also acquired non ad-only licenses,regardless of tarhe r the individual is actn-e:y us,irg the Programs
at ar a given time.
Case Report Fauns (CRT))Page: is eta as the"eJectrrrnic equivalent of uhaat,No s be the Iota_number of physic31 paper
pages initiated remoter lay the Progra (measured.explicraly in the Program a Received Li a Collection Instrument'.)during a 12
mouth period. Y L may n'It exceed e licensed number of CR.F Pages during any 12 month'eriod unless You azquue additiora'
C;I4'F Pa4e licenses f om Oracle'.
C'h:aNa.sa-c is defined as a phys al enelosure containing ha=dn'are. For the purposes of the ftsllon-i g ag'rams: Oracle Fabric
?Manager and Oracle Fabric ,on for only the chassis(a)that contain news=orkin.g hasdwaxe and fb,k that a managed by The
Ptaagram most be couute 'kr the purpose ofdeteiaruning the number of licenses required..
Client.kpplication fader Clients is defied as a.device that receives its configuration from a.client appLica n>erl;er.
C olla ormion ogranrn Users is defined.as an individual authorzzad by You to use the Psogranrs which are= lied.on a single
:.eraser or on trple.ex tern regardless of whether the indivtduil is actively using the Programs at any given time F °the pcuposes-
of counting nd licensing the number of Eeehi-re Synchronous t_allabzration users, a iC ollabcaration Program User iti!,=Yalu
company. defines`as a.user able to inmate,or host,n web conference and alsti participate in a web conteren-ce;aE par rpanh in
e sane orfererce external to Your companc and attending a ireb conference are not required to be licensed.. �
Lrcenne_ etsntti ns.av4 Fact es_a�5_ t 5_Ci _E w s Page I of 23
a
1090
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
1091
SERIAL 180233-RFP
•:bcle Customer Data 'ar De-ice Retention Seri-ice is defined a a seine* far which the de-cr-iphon may be found ir t
Tme 1, r ppoeferencess section(Oracle Hardt ale and Systems support look ae at;..::;' .......... and
Cuby
stoma exora3• is defined as each unique Customer Record f,ixclu•3is�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 lunited salles
naaih.rsn:•.,return ansacnta ,exchange to m•actvaas loyalty tiansatti+an.s deg_tianatrdns eft duel aansa van., i.2=•eatory
transaction.pert cam ,transactions,and admmiznatsr-e Ilan actions)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 12,math period_
Developer User Developer ea-eloper'Se:at: rs defized 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 User oniy.:t_ h users may create.mo&:s•,,ieau and interact with the Pro_ and..do=rumetnxtian
Di.z1<Da•ive:; is defined as a spinnin " edia.de vice thayt stares data a cces:�:ed btu- e Progra „
Electronic Order Line: is da ned as oral number of distinct order hues entered cttonicall;=into the Oracle Prop-am funs
any:source(not inanually entered laylicens sa ens) dining a 1_' month period. inc_'udes Larder lines trliginating as external
EDD-�f[-tizinsa.c tions and'or souaoed from.of r Oracle and,nor,-Orac`.`e app'.icatio s. beau.Haas•not exceed the licensed number of
order lines during any 11 mon.thperiod.
Employee:ee as refined a (r}all of Your full-tine- rt-have, teanporar e 1 =ee and tic L of Your aunt .onhactn aird
consultants who have access to,use-or are track b�he Programs. T guantitg=of he licenses required i determined b}'the
number ofEmp.oy=ee>and not the actria.mimber of cries s`."In addition,. you e.-act to outssow�e anti bu aria ss functican(s)to anotrea
company=-the following must be counted for purposes of tenmUr the number of Employee.: all of the company's iidl-ulnae
employees,past-time employees;,,teraparaxT employees,age co (actors and consuAants that lil are providing the outsourcing
services and(ii)ha•e acces-a to.une-or are tracked by the Progr
Empsldr ee for HC M: is defined a. Qr al'of'Your '-tarries �-trnr teMpOrar7=eruplcrySes,and( )all of Your agent:-contz-actors
and con ultants who have access to-use.or are tracked by e Propr a The quantum,ofthe license"required is deternairsedby the
number of Employees for HCM and not the actual nunsh of u eis. I€a 'uaoz it You,elect to out source anybu deans fimc7oans
uo another conapanv, the fo,lon-rng must be counted f purposes of dete g the nunsber of Employees for HC M: all of the
comp,-my"-full-time employees,part-time empfo ee, emporaiy Lployee-,a eats,conuat:4ors and consultants that Q axe prcitidiag
the rutsouut: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 :'e Fusion Humaair 'apaal Management,as a;preax in the Program
r Pme.
Empaloyee kisses•: is defined a,an ndivid .x authAor zed by 3"ou to sine the Programs 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 PiOgrnrus at any� -en time.
E.nu r°p rise Employee„ is defined :(L)all ofYoau 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 quantity of the h� s 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 number of Ent rise Employees: all Of the
Compan sr M fiifl-tinge emp yees.,Far.t-tiime eanptac ee.,.temper ax erupla ees.agent,coed actor and cos trots 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
dettrrmined by=the n es ofEnterprue Employees.nor these Froetarn licenses,the hten 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 requixed to order additional�censes(and to hrdcal support '-such,a. rtional
license sudh -die number of Enterprise E,mplrv-e;es is equal,to or le than the number of lice_sed gaantits•. 'i are not entitled
to an,=refun',credit or other coasideratian of any hind if there is a reduction=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_DefLmtions au Rulea_a-0v_ g_Ct5-EN G page 3 0
1092
SERIAL 180233-RFP
F iterp rise Full Time Equivalent(FTE)Student: is deaned as any fi y-time student enrolled m Y taus Iss-t ti tion and any Pa
ti ,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 licie;s for student classifica.uon. If the number of FTE Students is a fra.ctico-n,that Lunbei 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 lira-uses.the licensed quantity purchased must,at a,rser- 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
cons deration of a I-and if there is a reds tion to the number ofEnserptise FTE Students- In addition.each year l days before the
annivemaa-Y date of 'our order,You axe required to report to Oxac(e the number of Enterprise FTE Student-a.r c 6 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.au 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 am'armum..be egtial to the number of Entetpri e Trainees a.S in the eff ve date of Yauz order. If at
any time the number ofEnrerp Trainees exceeds the Licensed quantity,You are required to order ditional liven es'and technical
support for such additional hoe ugh that the number of Enterprise Trainee_is equal to or' .than the hcens ed quantity. You,
are arms entitled to an,r refired.crdi�sr other consideration of anymd if t�eae us a reduction' the numuber of Enseiptise Trainees.
In addition.each year 90 daces aefore anura er.arsF date of You order,You are requuredto a. ors to Oracle the number of`Entetprise
Trainees as of such date_
Enterprise SM in Cost out`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 uuSnomm to You then Cost Of Goods Sold
shall be equal to a'5a e oftota.company revenue. 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 patch ved must, at a rniniruum be equal to the:arnounr of
Enterprise :1 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 M Cost of Goods Sold as of such.date.
Enterpa sae S�1 nn Fr eight Under iala nagement; S Fresh ndex�agemeut is deia>ved as one�ulhon U.S.Dollars df the total
tan;poita,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
purclia Bang transportation der,•ices on'behalf ofYour-c ' nts but are prm'idia transportanQn Mana Bement sexArLce3 for Your clients).
Freight that a paid o31 a third paste h."I also be led in tie FUM tots g.,abound shipments from sruppiaers to You with
freight ternis of prepaid; The sra we of these P erzm li€errses is determine by the amdvnt of Enterprise, SM, Under
ndet
Manaaiernent. Forthese Program licenses.the quantitypuchaseci mu t a., „rini umbe equal to the ansount ofEnterprise
u I Freight'Under Management as of the eff five date of Your baler. If ak any tint a amount ofnteaprise dad Freight Under
Management eds the howl gvantizy. oa are required tmm coder addrtiou :icen�, (and thTsr6_support for such additional
license i)such that the amount of Enterp .SM Freight Under Management,is equal to 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 is a rl:=lsction in the amount of Enterprise SM:
Freight Under Management, In add'' n each year 90 days before the and 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 I dll=i ofY'our ga'o s btr3aet i ected in an audited statement
from Your ememil'accoun g fatal The value of these Program licensee in determined by the amount aterprrse Slat in Operating
Budget. For these Progra licence; e lic:eased grant purch�ed newt.,at ariuua�be qua_`tot armount of Enterprise Sd I
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 gsantity. on are required to order additional license.(and tee sal suPpoat for uch additions cea es)such ha:t the
amount of Enterpr SM in Operating Budget is equal to or less than the number Of hcen>ed qu n tit . I`ov ar. not entitled to any
refuted,credit or zner consideration of any hind if there is a.reduction int amount of Enterpise SZst in e ling Budget. In
addition earl.. ar 910 days before the anniversary date of You order.You are required to report,koracte the arum' of Enterprise
'M is 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}Fear. The salute of the e -am
cense_Defmtions arid•Fie_u05= l S US_E2v G Page 4 of
1093
SERIAL 180233-RFP
Acenses is.determined by the amount of Enterprise S.r!in Revenue. For these Pro ram licenses..the licensed,guarirn,pond:
.N",at a mim �91Y5 ae equal to the amount of Enterprise anal in Revvenue 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,aces 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
quanriftiv 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 Reurersue In addition,each 4ear 9�O da-m before the arsri zernary 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 number of expense reports processed by Trternert Expenses during 3.12. onth period. Yau
may nat exceed the tensed,number-of extpeme report,,duxine anry 11 man'in permed.
N
Faculty User, is de as an active teaching member of the faculty for an accredited academic in=_trturn ;such user anay onlyuse
the Ptogratnz far ac.adennNaid ri an-comnxerctal use.
Field Techeunci bns is refined }an engineer„t3chnicia:n represent tiu e.or other person sn ho is `pa.tchen op You-inc,uding e
dispatchers.,to the field.using th rogt a s-
Fl.a.sh Drive: is defined as a:solid s naefia device that stores data accessed by the Progr.
SN.f Freight Under is lauagernent: is de }ed as one million U.S.Dollars of the total portation value of tendered sanders for all
shipments for a graven calendar yeax doing t �ten-u of the license. FUM shall include e combined total of actual f7exght purciased
U3=Y"ou-plus the cast of fi�igit for slipmemnaged lid Y.Batt ae.g.,�iau ate noue£h�sere 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 Egiuiralent(FTF-)Students, is defined as y full-tune stud t enrolled in Your institution and any part-time student
enrolled in Your institution counts as'_5 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 neatest whole number Bor
purposes of license quantity requirements.
:4.0-DO Gift Cards: is defined as trarenty-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 mama by the Program. You roans license the total number-of
Guest C a vim:onboard each cruise ship tu;anaged ljy t rogratu and.the Lice sed quantity of Crxvest Cabin licenses inay not be shared
across multiple cxunse ships.
For the putpo es of the Cruise Fleet 'Manage tit. Cruise Crew r Iana.germent raise A=ratexials Management HQ and Sul«-HQ
Programs, You must license the total numb of Guest C`ab .tn onboard all ship%_vessels in,the fleet that axle managed by the
prop-am.
uues t Pasoan: is defined a s the numb of guest rooms mana ged Uy the?rogta:m.. a=
For the purposes of tie Oracle spitality Suites Interface ProgranL. a unique Guest Room enne is required for each distinct
product with which an.Castle ' spitality 5uite5 Program i,required to interface. For emimple„ customer requiring interface.of
an Oracle Ho:spitalin,Suitea ogram nrith three distinct products mast have three separate Guest la an licenses.
Ho steel Named,'User: is -efr:ned,as an individual au.tharized by You to access the hosted service,regard of-whether theindi%idual
is a.ctr s'�ely acc:es Sing t- osted ssen-ice at any given time. - _ _
r,
Etr m 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 -,.... _.. ._._ . =hr :.tt......€m; and xm"� ass rncaaparated
,b reference.
Ho:stpitar ' Suite: is defined as an entertainment space that typically includes,but is not iimsted to.a kitchenette,res out table
and seas u=ath;-n an arena.;ta.dium.concert venue or other venue that is managed by the Pro am.
cense_Deftntions oid''F>uxes_a 5_.tS_US_ENG page;of
1094
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 ,caentottdwittun 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
license s for the nu nLer of I17 Ports that repree t the maximum number of c turem,ca_ers that can be processed by the RT,
stem,
Oracle „
Oracle Jq a: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 Lsceme&Suppdrtns provided under the OTa.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-esx Yam subscription,ifavai]lahle,at the then current fees
for the applicable subscription. If You choose not to re ^rr.cur su cnption., 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 to 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 a ed 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 ate 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 tua4,
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€peme:. Lea credit are non-v:an,.fexahle and non-.ss, L1e. You may be,required to execute sta wilyd Crr:acle ordetiing
materia`-{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 following total: (1) Book,value of in2 ent in capital
ancing leases and other finance?eases,including residuals, wheoher owned of managed for othens. . :traas on the
_ (2)Bool,value of a et on operating ea e,,,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
1095
SERIAL 180233-RFP
�cludin assets fromterm terminated teaser and rep.assessed asset-.plus(5) Original cost GF assets underlying leases and 10 ,
orfTited and actrw•e on the Program-then so!'d w€idain She preacrous 12 mouths.
'il tuna d Resourirer is defined as an individual audionzed by Y u.to use the Programs which axe mnralled om a mgle,se er or tan
multiple r,ers,re=axdless of whether the indita.dual is actively using the 1?xngs at any given time.. In ad•da.hun-r'au loye zs,:
contractors, artnexa and any osier individual or entity managed by die Programs SLaaIl be counted for the purposes deten in ng
the number G Nkdznzge,d Resource licenses required.
Member r l�etor is defined as each unique customer loyalts Progt:am Member�.ecord mzna ged LY the Pro M. 111Gk l-Ieruber
Rococo sha'=means\nhundred,is thousand IAem er Records.Mercha adi,ser is de a unique item or 5=of a ccusumer good.
Module: is defined are e>achN�-Woductiondatabase,iunning the Ptograms-
Ialenitored U,,:.:err is defused as individual who is monstored by an Analytics Programs,^[ii is mztalled.on a single sex-vet or
multiple Servers,regardless ofuhe nth,e di-,idtu?ais actively beingntonrtored,31m gacen ` e. Individual users,-who,are licensed
for an Analyti;cs 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"ytics Pro ,m,ewer-y user of tin::Licensed C R,1 Sales app :atxan Program must be:icensed. For the
purposes of the Human,Resources C.ompe -atian 4nal.�ics Pra.are,all of Y cur ernpl -ees mrut be licensed.
For the purpose of the fo''ew Ling Oracle Lose azc:e,RiSlc, and Conxpliaa e appli- tions rppication Access Controls- Gm,-error..
3 pphcatie;n Access C:oxrtreis far E-Businres,Sui ,Contxgura.tion Controls Gm,, or.Conf giu'atior C ontrOLs for E-Business Suite.
Frausactmn C;ontr rls Governor.Preventive C ontro Cie rernor,and Csev eruan .Risk_and Compliance Controls Suite:,the number
of In£onrtoaxd Ls eia ic equal to the rotas nunzLer ofrrue E-$wuxness Suite sea„(rndrdadua'`s'beia uaonitored the Proexaan(s).
as creatand'defined rn the User_=Ydruinistration functxo of 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 appscationr. Application Access
Controls Gower-nar,Appication Access COLIVOI>for-PeopleSo nterp¢ise.Confrgsra.tion Controls Governor, and Configrua.ti:en
Controls for People-So ft Enterprise,die number ofMonrtored is equai to the total'number of umque PeopleSoft Enterprise for
and.=other cusmur appLications Prortrams;=usexs(inch,iduals at t1i Program monitors.
My-SQ,L Cluster Carrier GradeEdition_rrunual Subs iption,117-, Ester•pr•iseEditon Annual bubcription,and,My-SQL
Standard Edition Annual'sub scription: aye define s the right to use tlr -specified Prograxxrts)in accordance with the apaplicaaie
license metric and to receive Oracle SoFkaa.*.axle Ueda._Lorene a:Support for e specified Prvgaa=(Sll and for MyS,QL C'emmmuty
Ed for the terms specified on due order. 41yS Conxntium °Edition refer-tr €tiStL that r licensed under the LPL License_
Software Update License&Support for Is? S Communi#•s,.Edition doe net ude update of any kind. The ukrictiption Terris
is effective upon the effective date of the Sri ription erdenng document unless exvwase Stated,in Your ordering document. If'
Your order we°a s placed through the Clracle,'tore,then die effective date is the date 'our order ww rs accepted by Oracle Oracle
5 aftwsare Update License &Support sec cgs are presided under the applicable technic. .support policies in effect at the tune the
services are pi-mided. 1ou must obtai a subscription License for aL serrvexs a re 1 I4•S[ Cluster Carrier Grade Edition Mh SQL
Enterprise Edition ardlor IafySQL S lord E&ncn are dep1m ed. If You obtain Oracle Scftw.,e pdate I License i S,urppart.eA:,ice=
far.-any servers uiaexe Ik ySi L Co, unim,Edition is deplo-ved.then You,roust also purchase, Subscription license far all of such
sere ors for awrhich You ha.w-e obta a Gracle Softw.are Update Lrcerse&Support Ser r e . I`ou v obtain Oracle Software Update
Lrcen_e&.Support ser aces fo e Iyas^56 LC atumtrnit Edxtxon ub crrptrenhcen e at and lea e 3 e at th,e llAySQ1,Cluster Carner
Crrade Eduiau y le el.at the N SQL Enterprise Edition level az&or at the:I.IVS L Standard Edxuan ley; "). At the end ofthe specified
Tenn,T ou may ienexa o ub_tinptior ifs M.ilaiale,at the then current fees dsr ffie,ap?Licaa e subscxi 'cn. .lf You choose not to
renew Y our sub cr•rptio, Y our tight to use the Pro?rain( )n-Lll terminate and:You must de-cr stall ]t a.ppu tiotx tools,inn?izaxies
provided to You and the applicable non-Community Edition.License(e.g.,the licence for'IySQL Clu ter "'tinier Grade Edition,
MySQL Enterprise ditior ann`or IMvS L Standard Enftiou). If You do not renew a iubscxiptio You will n eceive any updates
(includxng patch or subaequezt%-exsions)and You may also be subject to reinstatement fees tf You later Shoos a reactivate Your
subscptian.,
NLimed U r•Plus: is defined a,an mdivrtduil.authorized bw Y'ou to arse die Pro rams vwrhich are installed an a sir, sec.;er or
multiple ex-ers,regardless of whether the mdr ridual i,actively using the Programs at any given time. n.nou human opera device
will b counted as a named user plus in addition to als indiridua-s authorized to use the Programs.if such de-,-ices can ac ss the
I�cesise_Dedrations:m, Rule_a-05_:lS_CdS_ENG Page,oL J
1096
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, E Pro gams: 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 ofdetermiLning 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
li-enses requiz ed. For any messaging systems Emar which vo ca -e data.. ever-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 Prop-ans. Oracle ,EaGate for Ma flame and Oracle,CroIdeuGate for Teinadata.Replication;
Services,only(a)the users of the,database fiomwliuic, U"ap=zedata any Cp=the users of the database wbere Yon,mill 3.PPI�w=the
data must be counted for The purpose,0 f de tarxzrmn enuniberoflicanses 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�-LH a must be courted
database fiom w1rich You capture data Id, -users of the Non 01-Wle database TP1v the data
far the puxpose of deterunning the runiber licenses required.
For the piu-poses of the f- E Pro ams: Data Integrator Enterpnse Edition and D legrator Enterprise F/lition for Oracle
1-07 am'o,inning or accessing the data transformation processes\mt be counted for detelMUMME the
only the users t
number 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 developmert 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 tiveuuxoos a of the folloning,Program: Java SE Desktop Subauipti'on.tte term-sexTer"IeferS to 3,de-1-tQP co uter.
Network -,ce: is defined as the hardware andcr soffivare whore primary purpose is to route and conno!E commuzu,c An :between
comput ,or computer networks. Examples of nenrork de-Hcss include but are not hunted to,router-,fu,-,-,w,,Ls and us . load
ba'mn rs.
Page 3 of
1097
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 nsulttpl ei,rers ag,rdl := fa�hether ax nactr tv using the Piogrars at any given tiare.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.
Ordler Line: i_, find as the total number of order ent y line items-processed by'the Program during a 1'mafrntcpleorder ern line it ;dual be entered as part of an indi v idsral custorsier oa der cruorte and ma a;'o be 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 esquire
additional Order Lr 'cen ses fears Oracle.
LGGtk lair gel Viett s: is de d x-,1.f�G}G Page 4 iets a per 1�lonth..where one Page�°'mv means one vi sat" a uniq:ie inteimet user to
a particular page on a wab=sit
P-arurer Organizmtion: is de
d as an external third part'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� e11er.dis�butar,agent.dealer or *raker.
a
Person,: is defined aa-I osn edualo�ee or sk c�,atractur who is actiVela=W orkmE on behal �T due orEan�atron or a former earaplavee
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 defrnedl as an inditzd 7 s�ho is scheduled ou a project. T e gtal ntursber of licenses needed..us to 13,e used
on the peak number of part-time 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): rs 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 Landholder,personal tdeari v.anon umber ` Lv,'.
Ported"s:uumber; is defined as the telephone number that end retain as then-change from one senice provider to.another. This
telephone number-origina'.1y resides on a telephone switch and'7 dri :ed into the responsibility of another telephone stench.
a
PISS C heat: r,de8ned as a deice that is used to recur'anus put of a -ales transaction correlated end per firnetionaluty such a.
norkstancn repoitta .,cash management, engagement able n singe nen or manager operations. If anulnplexing hardtr.are or
sofin e(e.g.,a TP monitor or a web .en,-ex product) used.this Yfumber m tie measured at the multiplexing front end.
For the purposes of the Oracle Ho•,spita ty Cmuest ce.s PIGS and Detice Client ogram,a.PIGS Client u a guest a—ce:s control
method that include.,but is not limited to, es„gates and stt•ing door:that aare°" .raged by the Program. For each guest
access,cc,=Gl method,bath entrance and e: points unist be counted For the purpa:es" t deterunuing the number of licenses
required. For example.each turnsule mus e counted as taco P S,Clients(Gne for enti\and ftrr eat).Proce.sor; shaL'be defined.as all p essor,where:the Oracle Pro=-arms are installening. Programs li ensed tan a
procesioibaus maybe:accessed.bv ourimema..l users{includinaagen-,andcontrattoTsi tivrdpastyusarM. The n'umber
ofregsured licenses-hillbe deter. nedbs multipl-,ing the totalnumberofcores ofihe pspecified on the&)-acle Psocesr Core Factor Ta'-aie wl uch can be acces:sed at hit:^t'aracact. AsJ cones on all muticore
chips for each licensed Pro •rn are to be aga-egated before rsatsltipl3iu.g by the appr•opidate core pa sor hcensmg factor and ast
fiactiiorrs of a number are bs rounded u to the next whole n mbex When licensing Cir�acle Programs with Standard Edition I.
;Standard Edition One o Standard Edition in the product name (with the exception of WebCenter Ent�i, rise 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 isnningihe TPageP
than Standaa dition One Programs or Standard^'Edition Programs: on 6 cores would regyrire 2 processor hcen s(6a bore ruo= 720L?ieez ug factor of.2 equa_s 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 Oracle Proces.ar Core Factor Table installed aense_Defrations and Fmle_t13v3ltS_tfS_ENG
1098
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 prGerang.(e.g.,LSupport,tSforeaard=OyCo:yfi ator)are imaning,
must be 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 ninninE.
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 manage. 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 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 Oracle
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 to 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 ougmos t of the follottar z Program: Oracle Golden&ate for Non Oracle Database,only.(a)the,processor- nz the non
Oracle datal, le From which You capture dztcl and(b)the pat ce--ors tm=, bgg the nor-Oracle database where You will.e 1v the data
must be co ted,for the purpc,.-,e of determining the tiunsgls�Lr of licenses repaired
-
eas e_Deftudon&and RW'es_l�353 6-US_EN G page 10 of
1099
SERIAL 180233-RFP
�Fsox 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 far 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 foltoxmzng programs: 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 es must 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 uned.
For the purposes of the fcllo a Frogaanr: Curt:e�TG%V-eb Commerce Search.c�n-'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 r Unnrng for rndex g content in configured content
sources,a,.lung as the fbregprsg Z� only use of the rnrogsam on all.the ptocesots rustaFled rn gi en server...
Frojt is defined as a scheduled µfa\� process plan in operationProperty:! defined as a ocatmn wile physical address.
0,0,000 Queries Per Day: is defined as fir undyed thousand queries f`rrrm eht to the next midnight(e..g.,a day) to the
production l DEX engine.including but not 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— resuu is ie i Quenes that can be rsaianably showy to be
genera%d Ttua,malicious intent.,such as Denial of Sec °e attacks.are not co fed ag..rnµt 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:icy lR.ea-enue: is defined as one miLion U.S.,LSoL•,arn it.a. rncom ,terest income and non interest income)before-adjustment.,
for excpenses 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. oiLasµ in asfl income fintere t tinconae and ran 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 Ora:cl'e
Customer Data Hub. For the purposes of the C'. ,E mer Hub B'_B applican record,is defined a, the tota; number of 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.tioxl,record is defined aµ the#o l number of unique cur,to•mer datataa-A
Tecards,µtared in flue C`.ustbnrer Hi B 1C application(i.e.- stoxrezl In a,component at C ustn Hua B'�C)_ customer database
record is a unique consumer(i.e,physic al 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 uacith 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 xrith an
active ar .ctira status.
cease_Defrnitions and F.ues_i-05_".l,S_GTS_Elw G page 11 of
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SERIAL 180233-RFP
r tLe 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.stare 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 3--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- of any buzmesz,
object or master cWal coultruct that You.choose to manap within the Progaua. Records,may describe ,any ber of'erstetprise
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•.sociat�
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 wluch 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
sia-vers,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.
45�0,000 Req nests Per Day:, is defined as t-Lxo hundred fifty t u, d requests fiam.inidnight to the next midniglit(e.g_a day)in
the production sylAems.. Requesn. that can be reasonably s wu t e,generated via maliciGirs intent, such is Denial.of Service
attacks,are not counted a.E-arsstthe number oFlicensed re eats. N.o u y alro use the Progi-am,for non-production uses,including
but not linuted to development qualit,assurance.amdo fbr=mannce testis-
For the purposes,of the fol]uwmg Pix)gram.-, ATG eb 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,ice er,-iceca.L�sbva3.tii-emc;bile applications,neh
front end applications ar other in*aerated ex gal systems nz e:t be ai=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 submitted qu e 17y1 3:the Search.Engine(te xt
box queries,se]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,saies 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,exofRetail Registers GntrhiclLthe Oracle RetailXitore Faint afSer-k-ic:ePrGp:am.L-installed and-or
caase_Deffuidon&,rnd',Rx6ei-v0r33K 128-US-ENG Page 12 or
1101
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 north 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 er revive wider 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 acqu O ire additional Service lter
se ,'d 13
Line license.firm Oracle.
1,000 Sites; iL defined a,one thousand=que sites 3dded�l-?V,1iilti-'to Quores created dining 3, 12 month period. Site: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,is added to mi fiple Muln-S tg�s eated during a 12-month period shaL be only counted once.
Socket: is defined is a slot that house-a chip(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 Prennex 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 SclziriS Programs may con,in third party techncwllop% OracleZ,y'T !d cart in raliceL to You in Program
c'Dommentatior- -'readme` fil'S"the
111u,,details in ,,Ii, I at te hiro-Zogy. Third party technology
a.
ii�llbe licensed to You either r under
t am cumentation, ieadme"fifes.or the
install -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
1-ic` p You must,Obtain a,subscription:LcenSe for each vo -et in the Server.
-------------------------------------------------------------------------The subscripts terns is effective upon the e�Ffecti%,-e dare afthe subscription ordering document.unless tothentse 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 s ervices 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,
1102
SERIAL 180233-RFP
`our order peRrfies `I-4 socket server"then You inay only use the subscription on a ser-er uith not more than 4 soclets. It
Yo order spe�ifie ". whet server'then You may use the ubscripinov for es-very.rith any number o f sockets-
St ore:e 3ca .defined a.a g arcz.i stare loco-tiara hick sell good or sea dice:,that urttli a one.Pointlot- clef t 1'a)system.. If. =ica i
storoon iaS Qtiple POS systems,rhea each POS system must be counted as a Store.
Strewm, is die ed as a concurrent backup or restore sob to a tape.dusk or cloud target. Fear tape target irvhich wo = be a physical
tape drivee.g1Q ]I orLTCt6' or a virtual tape drive),each configured tape drive within the rJr�cse Setvr aclup domain
must be counted ft determining 115?the number of roan eµ required- For ea k targets,each card cn nt job define per Oracle Secure
Backup,dusk pool m ,t be counted for de,termi,ung the nuvnber of licenses reguu:red. Fos C loud based to— utilizing the Oracle
Secure 1 acliup t'Ioud."odule,each paraLel Reem-er;=Manager a rvi_"LSi channel must be counted for de munin g the nun ber cif
licenses iegmLed.
Suh scrrher: in defned a (a f working telephone number for all r,=eline de,=ices:tla)a,portable ha , net or paw ng de-ice that has
been activated by You for u-asel s courmuvrcatrtrns and paging i;c r a residentia'drop or a nonre.i n.'al deuce ienicea by a cable
provider:or(d)a live connected uhhh,metes-. 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!trrmayv definition of Subscriber above Subscriber is nerd as each U.S. S1400 increment
of You gross annua revenue as report to the SEC in Your annual report or the egiuv-ale accounting or reporting document
-
Suitt-,, is defined as all the functional soft e co'n po rents described in the:product d .unrentation.
Sun R:a7 Device: is defaned a s the Sun Ray cotuter on winch the Program is, rag,.
\N,,
Systeur is defined as a single configuration.en-vino ant 'lest,production, nd development config rations are cou..stdered three
separate y-lems that must each be rrcensed.
Taupe 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 limited to data protection and archival pulp o . tap curves,are deployed either as a standalone unit/ ) or housed
ra,uhin a robotic tape librziry. Examples of tape drive ruc°ude b� e not limited to.Linear Tape Open(LTO),Digital Linear Tape
¢TILT# Advanced Intelligent Type,(AM,Quarter-Inch C attrid, ' IC) Digital Audio Tape(D T) and Smin Helical, Scan. For
cloud a7a.ed backups..Orac'e counts each,parallel.stream or R o,,er^ Manager?RMA channel,as equivalent to a tape drive..
Tnpe Library Slott is defined as a phruca2 slot locatio ithin a tape 1 rare=where each slot accepts a:single tape cartridge.
Techruival Support a
For purposes of the orderings document,.technic as paa-t consists of annual t; m ca'_support sericez You may ha-ce,ordered for
e Programs. IT ordei-ed.,annual,'nec,um,al suppo m luding first yeear ano ald sub uent v,ears)is pronded under Ctracie's technical
support policies in effect at the time the sarea s are prodded. The technical supp olicie.,incorporated in this agreement,are
sus,,ect to change at Oracle's discreno ,ho ver.far at le policpr change mil not re�.Lt a material reduction in the 1e a e1 of set z et
provided for supported Program during a period for uiich fees for technical upp=o�aa a been paid. You should review tLe
policies prior to entering into the order document for the applicable services., Yogi may \s,
th rrent version at the technical
support policies at..._E.,i. ..3::
Technical support is effective up a the effective date of the ordering document unless othetm Your order, If Your orderu=as placed through the CtracV ,'tore„the effective date is the date Your order was accepted
SoftsMare l pdate License Support(or any successor technical,stupport offering to Sour=are Lrpdaee Li
nse& Support- SLTLS")
acquired aaith Yam ord may be renera.=ed annually and.ufYou renew SULS for the same inuuber of'icens\3,ea
same Pro aura,
for the fia st and Seca renewal vears the fee for SULS,uill not increase b-v more than 4'o o,,-er the p rior s. If Yom�order
is ft fi=led by a me ber of OTa,cle's partner Pragr•arn,the fee for SLL,S for the fr:st reneiva??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 widrin a license set,You ale recimled to purchase techa-ti i suppoat at
the same el for licenses uithun that license set. 17oru maydesupport a,subset of licenses in a license set onh,if� u agree to
teasnva tha t subset of'licen es. Tlae to helcai support feed for the rernaming licences u-ill.be;prized in accordance with the - cal
au ' policies it effect act the time of termination. O acle's `iceme set defaueion is available in the current technical ' port
icense_lrefunitions.ark'Rures_a 5_.tS_US_EN& page 14 of
1103
SERIAL 180233-RFP
Vhcies, If You decide not to purchasia technical support,You mil,not update anv iinsuppmtsd Pyap--m licerses vv�.th neTv verto
0f e Program.
Ttlep, ue Number: is defined as each unique telephoue irumbex for which the balling,information is Managed or di7p"'a- U=g
the Pixy na.regardless of the number of indindual arcouirt holders associated writh such te4ephoue numben.
efined,as a te Tterabyte: i7_\rabyte af computer storage 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��axs GfYour latest published DF internallh,anvaiiabde"T I —'ssat Value" as
_o _ ey
disclosed to Your u3l repext an&'or re-,gul�,atory filMES.
ne
Trainee: is d2fin�d as a emplo�vea,contractor-student or other perscn who is being recorded by the Pr --am,
Trnnsqcd,on,: is defined as N,,h set of interactions tlizat is irz trife-d bV an-,tpPhC 311Gn User seconded b, racle Erterpxi.-�Manages to
capture Tv3ilabilin,ami perf&rr' 2"metsics used in c al elating ienice Ievamls. For e xample,,the,f, oil.rurg t of inteyactl Gnw- ould
represent one,tram; 'M,,, r-h customer,log out.
Tranwiic rion Seri ices C Ls de'" a as a,de%ire that an used to receive data from a east -I source to record a sales traxi:,'acrian
(e.g.,adevice in a caffee shop that if,nu t-v—tomers.to enter their sandiaich orders). 7jitiplemitif,hardm-,axe or sots uaye(e.g,
i,
a TP monitor or 3,iveb sere-ex product,,is 1 1, t ris number must be ineas-ured a.t the nit plea mff'&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 catxf gtixatianto an exteimal,'saauce nestoe ountedasTr-.in-.a.ctiGnSei-t-ice hents.
warts to display menu item infdrinar. ramie,et-.)or a menu'D rd be=d the counter arid the menu,board.zvstean
requests that a device pro%acies a list GF the menu ite . and prices that:axe a i1able,for pin chase,than that den.-ice must be licensea
as Transaction S.-rvtces C rent.
UPK D s-elzper: is defined as an,tndi-6du3l aulhomedbuv ' uto m Programs which,are mstalled ona single,sey-ti'-r or multiple
server:;,rep ardlessofm-hether the individual is acti,;,-ely using t Mas at any given trine..
Line- T-TPK Devetopax s.may create,modit%,
view and interact.with simulations and dccumentatL I on.
UPK MDdule: is defined as the fimetiorril so are compG nt de.c ed Ln tbepxoduct demcumentation.
Videa Wrapper: LS defied ES a,standirdizzed contai that act-a:-a system for iidec,assets installed per site,. ax-inaples of
Quicktune and L.'
Wireless hand et, is defined as a mobile co cations device such as a inn, ' e telephone,PDA,or paging,device,that La-as
Prim'317 ainctiGns 11'rueless voice 20mimmicati -,and data-yet,ices Tlarou a sen-ice prcrvidpar.
Workstation: is defined as the client c, liter fTOM Which lyl-Og-rranls are being a 'essed.regardless,ofvvhere the Program is
installed.
Term Desienation
EL 1,:,3. 4,5 Year Terms: A P grain license specifying 3. 1. 1. 1,4 or j Year Term shall comnAnce on the effective date Gfthe
e �e shall termi order andsha-VI continue,for -specified,penod. At the end of time specified period the Program lice
nate.
cea-e_Deffaitions oid FxCer-i-05 3.-26-US-ENG Page 15 of 2,
1104
SERIAL 180233-RFP
)Uceusing Mule:forOracleTe"chnolo--s-Prograin.s gnd Gracle}3usiness Intelligence Applications
Fs`ea er Subj ect to the conditionsthat follow beloua Your license for the Programs am listed on the L`�Oracle Technology Pin List,
uric ina-?, be accesad at._ n,,._'_ ._..?.. s�, include,the right to imn the ensed
Pro a (s)on an un cenred axe computer in failovei en g?- spare g .. a a utanrment for up to a total of ten.separate days in any gi, ca,sendaa
year Pfo J an
i'a Farlove node is do for two houu on rue d-.and-three hour onFrrda�.^.,it count a tuno days The above
r-iglrt only a lie when a number of inachme are aaa n en ears a lu ten and have one du sk arm v. When the pnnmar�s ode fail;.the
fa iof er node ct as the prrivaa7 ode. Once the primary n} a is repaired.You must sea rich back k to the Piannaa de Once the
failoaex peiia�a. exceeded ten days. the failover node must be licensed. In addition, }may one failo er de per cxustered
enaaaoiaentis at charge for up to ten:separate days egenif multiple nodes are coniigureo as faici. Roza ftir ruaantenanc:e
pzuposes counts toaae�ds the ten Separate dais aiuitation. ih men Licensing options on a faLo er enczron�ent a optic ns ruu,:st rosin
the number of licenses f the a s rated da.tal ale. r_ tirnally.n;hen heetrung by Named User Plus,the ea,aa;�•L nsim s axe waived
on one f.ilo�-er node onl �w use beyond the right gi-anted in i s ticn ruust be h ea l separate. In a faxlovex envi3onsnent,.
the same license cuetric inu be used.for the production and failoter nodes ia� en licensing a gi en ct` tired s nii uaticn-
Testing: For the purpose ofte physical copies cFbacLup Your]icense Ftxr the Oracle Data ale(Enterprise Edition-Standard
Edition or Stz ndaxd Edition One) cludes the right to im the oataGaae on an uu licerned conigu for up to fay time...not exc
� p
days per testing.in any given cede dal year. The afoi emention l right does not cover an Dine¢data recovery method -such as
remote uirm'enrmg-where the Oracle P guru busmy files we copied or s-uchxrruized.
You are responsible for ensuring th:ut th t1loning rev:trictious are not a;iolgted.,.
yNNt
• =be licensed on sea„ex.that e a ins mmusn capacity of 2,sockets. Tollen used
with Oracle Deal, ppLication Clusters.Oracle atabase Standard Edition y only be licensed on a,maximum of one-socket
sea,-ex-s. In,addition.notwithstanding any prole on in Your Oracle lic , re agreement to the convai-. each Oracle Database
Standard Edition 2 database may we a ma.r num f ld CPIs thread-at 33," time,. llihen used with Gracle Rea_,'application
Clusters.each Oracle Database Standard Edition'd d ,.base may Is a maxinnuna of S C'PLi threa'd,s per in"-tant:e at an-Y dme. If
T ou purchase Named 1~sea Plus('ti UP)lit:etr es.You: rt main a,minimum of 10 lti U�per sea„ea.
• If you are licensing the Oracle database Pxcgxana,you ma,not use or permit reverse engineering%unse s ilequired lay laze•for
iatexo,perabLlit}�,disassembly or ilecamprlati.on of data,For ..included in or produced by that Program,the fhaegorng
includes a prohibition ors reverse engineering of code,data tuxes.file fr,ama.ts or memory formats included in x produced
by that Program cr use of any took or-products that have een vend from...th,e revere ewmeetina of that Program or those
data fare ts.
• Euada.ta D atakr a.se In-i',Iemory may+o y be used on _-ada.ta.Dat b a. Machines and Oracle Supercluster .
• Exida.ta 1""lultiteaant a.aF only be used cn Emadax. atabase Mac ne s. ';Oracle Supexcluster,.
• il%e'ol,;agic 5er ea Standard.Editacnaoes not m ',e lWebLo,mc Server C', -tenrg,.
• l3u.rness Intelligence Standard Edi.ti an One cs only be licensed on senors. at lrxve the alaz liN to rain a.MZ:FZm1UM of sockets.
The data sources for ICI Server and BI Pun chei-are limited to,the included -a.cle Standard Edition One,one rather database,
and any number of flat file sources such s C:'SV.and XLS. You,nuav use
Cara -e sl-axehouse BuLder Core ETL to pull,data
&UM ands number ofd data, }aloes bvt ax a must we cola"the included Ora, Ste d Edition One as the tax?et database.
• Informat ca,PorwerCenter and Po4aex Done t iz3agter>rasa not ae u g 3 on a scandal e bads ai a a standalone ETZ,001. The
Lr=forcnatica PoaverCenter and Po a-onnect Adapter-in,y be used u"uth any data sc ce pro ided th*targetdsr are �,i„r the
Oracle Business Inte�gence ap cations Prcp m--(excluding HyperionEnterrise Per einance Management Appicat ons),
(n)the underlying platforms o a loch the Oracle Business Inte—Kagenc a Extended,Edition Pr im-rn Oracle Busmess Intelligence
Standard Editi�h One t}r as• crated.c�napanents;}f these Eusi>re s Intellieezce apglr aticn�"'�xceaaxras rung cs din) a staging
database for and of the going. Info mmatica P}zarexOentex and Poweic.onnect :nadapter s ana.x so be a ed where the Oracle
l3u.sness Intelligence a licanans Pxo�ranns ie �uding Fl�perrcn Entexpii:e FeaFormance 11l . , anent applications; are the
source and non-Or.c'l Eusine ,s Intelligence appli^a.tion Prcgraans are the target,provided-that us s d}not use,IaFoaysatic:a.
Pcwex€enter and P rexConne t A-dapter to transfoim the data.. `N
• X ith respect to t Lava,SE r.d-anted and.Jaffa SE Suite Progatu You may not crate_ difv,or vhaE" the behavior of.or
authcZe Ito er to create modify_ or change the beh..din2 of. csa se interface-, or suhpac ages t t a in any aav
iti entified as a.,a"" ,a k ayz' run""or"oracle','of ati d•axiarion of the aforementioned naming conventions. T installation.vd
auto-updat piocesses for these Pxogranas trans-nut a Invited amount of data: to Oracle (or tit: sea,.-ice pio',.i,:�� about those
specific .recesses to help Oracle understand and optuiviae them Oracle doer not associate the:data with personall a identifiable
unfoi on. You,can find more infaimation about the data Oracle collect,at Additiona, opyri ght
note s and license terms applicable to portions of the PrG`gr'ams are set forth at hm:) r ti._......._4:?x.____-----------
Page 16 of
1105
SERIAL 180233-RFP
Ptogxaxns that contain"far Oracle-Applications"in the Program name are meted use Progi am>. These limited use Progr
y only be used.u-xth"eligible"Oracle application Programs that contain the l'i ng pr`eaxe s is the Prxigrasn nay: C1• ale
ion fJracle C z u�catro� Cracfe v k Oracle En can. Oracle T:nc�a�le�3 Oracleeledia, €'. tail,
Orani Entexpxi.se Tonation'i,Oracle`Fax,Oracle Utilities*.a acle Firrar caa-Services*.Oracle FLEXCLTBE, Oracle veleus„
CJr-acl\the —,
iacle FTealahcare ,Chicle Iieasth Sctenaeb,Caxrac:"e rgua,Ctxacle Legal,i ra.cle In anance.C�ra.cle rumnan-era..
Gracl =,OracJe'=i_and Oracle Relate. For thoseprefixes desienat�ed above math a"*"not all Prot, -ra.=.th that
prefix for use with the "for Oracle Applicahorrs" limited use Programs, For a.list of excladed P ograms please
revieueanons Licernrag Table. which may'be accessed at r�4otuu, =an�iiag anything
above. sinews Iirtellieemce Suite Extended Edition for OmcEe, ppsicatiom rvav onlY be used ss ehEible`Oracle
app acatioa Progr. ,that ontata"'Chicle Fusion Human Capital Management"a a.pxetx in th€Pxggrt name prxides that
the Ctracle Fu sacir n C3PLtal?'Tana gernent Programs are the:only Programs configured lot-,-ago` Et the database ans;tassce
Oracle Business Iiste 'eence Suite Fo+irniation Edition. for Oracle Applications rnax= also be,use -a the Oracle Product
Info a tian Ml nagerne Analvtic s.Fusion Edition,Oracle Customer Data A=lavagement.='aIy s, .Fusion Edition end C a cle
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 iaa Edition: Or. le ParEaer rah iic:,Elision Editeaa:Oracle Supply Chai aid Order Management.inalytics:
ChacleFinancial ti�aitvnts.Fusi Edition:Oracle Proctuement and,,Sperd Amalyn-L,Fus n Edition:Oracle,Hun anR,sou csi
nal,,ttics.Fusion Edition and 0rac Pra;ect sialy tic:. -Ann use of imiitied use Pi-sgra r ccutarninF'"'fox Ctracle �pplicatian
by other C7r3cle app'iaations;or tlsti•d I it-applications is not permitted.
* Gracle BPEL ProcessManager Optic, for Oracle Apphcattans May, be,used a to enable bustnes processes- ua-ork 7lo's�
interaction-- and appmvils uaithia eligibl Oracle-Applications. Work flow int .coons between e gible Ctiacle Applications
OF-
and,other t'lracle:applications or third pa applications, are allosi ed.as Ion s they we enabled initiated uuithiu the elizi ble
Oracle,Applications. Business Processes de d nut BPEL are allowed as one as at least one of the services invoked fro4m
within the Business Process access an eh6ble 0 cle".pplicatian either ely';Asia Web,Seri Services)or via ass as!apter.
* Ch acle Bu spins Intelligence Suite Founsa.tion E on for Oracle r_pp"cations was,.be used only to pexfoxa quwx ,reporting
m
and 3nal3 pis against a,transaction database. da to�za .house or an .ease CJL�-'P cube if. ii) the transaction database is
am
ion
eligible Oracle ppiication- t amactior,data.lxa�itself ran extra iotL in whole or inp.ar.t.of an eligible Oracle,Applic;atioi=s
transaction database.uuithout transformation gquexv,repo ing analysis against a transaction database that is not an eligible
Chicle�app'_icanoas transac' n datalra�e re�tireJ a fti1:l.u�" ne of i�a.cle Business Intelligence Site F,�uvda-lion Eciitic,n;E'.
o (itl the data ua axelause is a pre-pail aged el able Oracle °` locations;data warehouse.tuith any customizations necessary to
reflect curtomizatioas made in the eligible Oracle-ipplic ans, ad re tric:ted or]-=to the eligible Oracle--ppplicattons sources
(query,departing and analysis against extersions to the 'ata ware time drauaz£roars souse systems not uppaitetl Ley the pre-
packaged data uasehouses require a fiLl use heens cif Gracle Bu ' es- InteLigenee Suite Fauadation Edition,: or ( i) the
dimensions of each. Essbase,OLAP Cube are:drum from eligible Ciit. le application
■ trade Ml-eoLogic SiuTe for i-acle.�ppiicanoas a f=be used only as an bedded runtime for eligible Ora,7e A�pphc maim OF
to deploy custo ations to an eltgiole Cara;^ Application. The Web gic 6otxal datasouxce or one of the 4lteblogic
applscation datasources must be cotifagaireu access the sclienia of ar eligib Ctiacle.Application.
■ Data Integrator Enterprise Edition.for Cara, e.applications xna-,=only be u,:ed uui die 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 pert rutted include,but
are not I anted to..the folaonang: ad . -new jobs that support diffeijent application . new, schemas,or preuaously=unsupported
application modules.
« Oracle SOA Suite for Oracle A ications,may be used only to enable in' gtatian.bus ss pxoce uses workfow interaction'
and approvals uuithin eligible ,cle Applica.tions. Workflow nteractiom bemeen eligible racte:Applications and other non-
eligible Oracle AppLications r third party applications are allowed as'-'acig as they are eat a initiated or tezintinated within
eligible Oracle Ajplicatio Usage of SCiA composites.(imc'udiug lint not six reed to Rules,I l ' tor,XSL'T transforms.,BPEL,
prate:ses.Spain,--comp nt}.IVorkflow-eia-ices and.DW,SM securit.v policie)is aLaTaed as Ions s at eau one ofthe:er vices
invoked framuaithin e h composite accesses,an eligible Oracle Application either na tiveli,(ia We r -roes)or via an adapter
and the invocation ar art of a.flow that is either initiated or terminated mithin eligible Oracle AppLica,ti s. Oracle Sex-vice Bus
(CJSB)usage is a ouured as gong as each er-,ice replayed accesses an a igitxle Oracle application e r natig6=el,Ru is: 'ek
er °ices)or via a adopter.
Chatle eretx ' Haar Portal for Oracle -Applications may be used on-ly to surface eligible Oracle Applican `s) and custom
app'`scation# (collectively, 'sesgihle-a.ppucatioa ). Surfacing anN third-part=applications, including other a hcatious from
01-acle,r wires a license fair Oracle WehCentes Portal. Multiple elig-ilrle applicatians may be surfaced is a s g le ital instance
prouid that a �IeTeKentex"Portal far Oracle Application-license exists for each eiigtble application surfaced in he poital.
aJs'e- enter Portal for Oracle Apphcatrons rna,=be used to integrate the various WeKenter senices to g.. wakis. Jags„and,
,ussions,'' into an application context. as well as to build out custom usorktlows and notificatrons beau=eer the 'gable
pp:cation and Web eater Portal componeats.. The content management fkatures of the Oracle WebC:enter Portal for D cle
aioea e_Deflim ions and Rice_a-053.E 6_CdS_ENG page 11 of 23
1106
SERIAL 180233-RFP
phcat-ions Program may be used to:store and manage document-,created Gutude 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 una,ging searches,to modify pre pa aged
imazing"application 60�;Eumerrt 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 programimngr 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 cuswrn rvorHows or custom app"I'ication integraticrrus.
• Gracle Idewit-va,- ccess Management Sune Plus-for Oracle Applications may be used only toper-fdrm. sociated actions for
t , urt
UfA'17,Of and Within eiiiplale Orc'e Applications. The Pro-parns 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 useridenrih,
related infot mation or aut' tic attan and authmizatiGn,P011CieS for eligible Oracle Applacations- 4)provide federated single
_at
ugm-onmeligil,leOracle-Ap ications.
• Oracle Coherence Enterprise\' titan for Oracle Applicatwas.may only be used within the., me 3w.,-a Vutual Machine as the
,cm,
eligible OTac.'e Applization.c lerts.
'7 &;snom ma,,v oti!Nbe 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-snom or(in)by third party application
not be u-,.*d.(i,firr data,replication non dole
any type oFdata integration CT TepLtcation .es. For tie avoidance crFilo -example,-,,of other uses that are not permitted
include but are not Himted,to the foEmving=
Y licating data to non Oracle . bases(mcludir g I�IySQL),adding-new source. .
or target schema-,adding ums upported,app!,icat-i module to source or tar , t schemas..SUPPOrtmE,other replication topologies
(e.g..ac!ti,..-e-,,time or multi-master)or addinga:ta not supplied Wp lied byG cle.
• The license foi the Hyperion Phamun! Plus Pro.- includes I use license foi the Ot-acle Essbase Plus. Hyperion.
Financial Reporting and.Hyperion Web Arralysii Pro ams. Sucl ivated use icemse mean that the Oracle ELsbwe Plus,
H3rperiGn Financial Feporting and Hypenon Web i Prancing
:ms mav only be used to azcess data fi-om the Hyperion
,
Plaing Plus Program. The Oracle Data Integrator for ,c i. Ln s esslutelligence Program may be used to load data,from
any lua source provided that the target database n the Hyperr Planning Plus Piopam. Specifically,the Oracle Esbase P''us
Program cannot be used to create E-base cubes diat do no, o m dzata,used by the Hyperion Plank' g Plus Program and the
Aggre-
gate Storage option component of the Or-x.',e Fssba Plus -Ggraui 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 Essba ae
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
Oracle Essbase 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 Non Oracle Database
• Golden ate for'mamfiiime
• Gold Gate T,Tendata
■ G-d, eirGate for Teradata.Rep.hc atmn Services
■ �fildenGate for Big Data
/Golden.Gate Founcintion Suite
0Y, Data Intel atar Enterprise Edition for Ozacle Applications
;/Ce-e_Defaition&and Fxil er-i-05 3.-126-US-EN G Page 13 of 2
1107
SERIAL 180233-RFP
■ CioldenGate for Oracle-Applic aticuis
■ Endeca,Dir^oveyv Foundation l r Oracle-Application--
if You pA4rcha.se'famed User Plus hcen e: for the LrDgrmms listed beloix,You must maintain 10 Named Users lass per
Procea or:
■ labia\gilc
nced
Java
* 1Ti'eb1� r Sta ridard Edition
* WebLGgic Ser r Enterpli e 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'
■ Iarernetppicatrpn Sea„er Enters e Edlticn
API Gztemmv
■ 131'I=;L Process Manager
WebLGgic Integratipn
■ Serric*Registry
+ Eaten�i,e potitor-�F
For•rur 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 Oracle .-liddleware
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'pX.NIL
WebCenter Suite Plus
WebCent i t'01'"]
®' VVebC.enter Cont
WebC:enter Sites
* WebC enter Si :Satellite Seri er
WebC"entei r ei^aa1 Content Mana_eement
■ 1Tv'ebCen Imaging
■ WebCe s Fotmva RecGgmr, m
■ 1Ti<?eb ntax Enterprise C:api•ire,
kTv' Center Distributed Capture
* ebCenter Real-Time Collaboration
* 1Ti`ebCente3 Site,Mobile Option
Enterprise Identita•Serd:e:Suite
cenee_Defur ions and Px0e_a-0r_".t S_CdS_Ell pane 14 of '
1108
SERIAL 180233-RFP
Idenkity GoVernance Suits
�Aeces $fanageruentSuite Plus
tlements Servex
■ tletnents Set—vex Seemary Module
■ Beele Enterprise C oLabor 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 thac:te Database Personal Edition Program-You May my have a=mMuan
ofore Nzimed Usex 114 per database.
« If You purchase lTanned L a Plus licenses for the Business ListeLl gence Standard Edition Cane:PT ;ram,You may only ha�,•e a
maximum number-of fifty ed User Plus licenses.
You are responsible for ensman nipiiance with the Technoloey ssocrated Prop M M h'a Table which mar be,ac-essed
at r -.t.,-,.Stir CC rMaer-
Licensing Ruler for Applications
You axe responsible for ensuring oosptr ce with the application iicensing erequisites as specified.rxs the Application}
Licensing Table.wisich may be accessed at
Licensing Rules for_ar.TG-alpplioations
• The C&ra.Tle ATG Web Commerce Business InteLs nee Ptagram and 01-acle ATG a�,°eb Commerce Business 1—rre?'igence
dmr xstxator Program may only be used in:on�unc. h uaith either t rack ATG�ts'eb Commerce Program and"or the Oracle
ATCx sv'l'eb Knoa3=ledge Manager Pxaetana. Y' a naafi.h uarsa er,erp Y Aux data roads:to include other information provided
the additional infotananoh supplements iuftsnnation is ah ady m:uded in the Grade ATG Web C'ommexce Program or in the
OTaCle A.TG Knowledge Manager Program.
The C'o?nos BI Consumer Bundle is included in the OTa.• ATG -eb Coun-erce Business lrrelli?erce Proeraru and i
conipxas&d of(a)one(1)importing engine for anonvanouss ,leg s consisting of no more,than.two(_)processors and four(4)
total care- (-o)unlinmed anonYnio m report v,7rexa-ea ne, en ( ,'one(1)Named BI Web-2'dxmm taatci seat license and one
(1�Named BI Professional Report Author seat lice Any additio seat licenses must be licensed.separately by pmnhase of
Gratile:z€G Web Commerce BI=-".dniuxistratoa seat r enses at an adds ` nal cost and are not included in any enterprise-nide 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 Proggrams: Oracle DD.TA'Programs(Oracle
DIY='�xchive lvianager, acle Dlv.ATchis- 'rid 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 ti¢ht
to tarn the licensed Ptogaam(s,1 on an '-ceus-sd spare rom;porxer in a,fax:ovex em ronmen: r up to a total of ten separate days in
any given taendar year(for e2Ampne a tailover node rs&Mm for mo hours on Tuesday d three houam or-Fndai,.it eounts ass
hwo day-,.. The abo e right only a es when a nu;ubex of m3.chines.-xe conr ted to the die&c lie or tape Libyan i.e..the nsaehmes
are not in a clustered ezr%,tDnme and the machine. share a dim array or tape IibxarT YI.'hen prtmaiy node fails,the fail ver
node art:as the primary node- to the:pr anat-v node rs repaired-Yrou must szritrh back to the attic pads- Once the faila'„ex
period has exceeded sin day , the fa dloover nods must be ceased. Downtime for maintenance pm uses counts towwds 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 cxitiotl:
• The Faundano roeram contains the de--elopment foundation en-k onmentltoollrrt. Y"ou understand and, knowledge That any
sotY-savaae Pro bjeet to the terms
and congas ` ns of this agreement. You will defend and ind.emuif�-Oracle against any caaim— by third pal es for damages
(m�iu3 ` snrthout limitation. tsahable legal fee.-,, arising out of any, computer Pxogr ms gsaerad b4r utilizing the
des sa ment tads included rn thePxaEra�. ORACLE DISCL -IS 3�� WAR LA�;TY�THAT THE D, t�P�IEwT
IG9LS LN LL3DED nI' THE FROGR-A-MS WILL GENERATE COMPUTER PRC1GR-A--'VIS THE
C "FLkC:T TtIST1t: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
1109
SERIAL 180233-RFP
%iceusing Rules for Oraacle L-Bu mess'suit*Applicascan
+ Please be adr,xsed drat only a t bset of the product, preluded on an.4',pphc:atiotrs NLS Supplement lv d%a Pahl lizale b n.
tanslated. Far existmg upported cu tcmey My Oracle Support has information art which product producli have been translate for
h 4uppt�rted lanfiraffe (.._...,:: 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 availahle with the Siebel Customer:;nitiers,al blaster component of the C tomer Hubs
323 Pans.
The option ield Ser',ice Hub 32B is on y at ai=- Gle vu th the Siiebel ivus ME i;niVer,al?Master carvpGnent f the C'ustOmen
Hub B2B Pro saan.
The option"Mar ting Hub B2B is only ati•an:aIrle math the Siebel Cu tourer Universal Mastei:compon*nt f the Customer Huh
323 Prnsam.
The option Sales Hu B23 is trn,v available with±e Siebel Customer Universal Master component the Customer Hub B2B
Program-
+ The option Sen i.c,e Hub 'Bin anly available with the Sae ae t ustacuer Una:ser sal yMaster conr ent afth*Customer Hub B 1B
P rogr3m..
• The option Acna-rty Hub B12 is onl3l aaarlable with the Suede°Cru�tomer hui er al Ma component of the Customer Hub
32C Program.
* The option Field Se ;-ice Hub 32 ' is Gm y available tiaith the Sisbel Curio mex L ni, ,>al'Mister component of the Customer
Hub B2C Program ,,y
• The option a 1 rheting Hub B2C is o ms artzhle nath the Siebel Customer Um x al,Mastex component of the Customer Hub
B2C Propam
• The croon Pia^acv2Managernent Polacy Hu uBIC is only a^ailaKe with the ae1 e1 Customer :nitersal �iw.#*r�aarponent of
the Customer Hub B 2C'Pros a.m. aw
• The option Sales Hub B2C is cn.v available w th' e Siebel Customer vernal Master component of the:C.wtomer Hub B'C'
Program- s,,
t The option Ser-.ace Hub B2"C'i. orty av3i.able With th iebel cunta r Universal PMaster component cfthe Customer Hub B2C'
Program
a�
Licensing Rules for Oracle Hospits boo Cruise pplrctttious�
The Oracle Honpitalih Data Foundation,for C mi.ie Praga- era a only be used with Oracle HospitalityCruise Prop'ar .r. New
reports cr cu romiza.nc ra of die included reports are all ed. I ation to thud party s tens is only adoSA 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 onniam.created uath thin Prozzam y'ou are owed to hastda elements migmn_atine onlyfirm the Oracle Ho pitahty
Progra,Yis in the:cheMa i created.with the use of. s Prograru. you rua'�,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 Beuerae*Prograri }uay only be wised i h Oracle Ha pitaty Food
and Beverage Programs, Nen reports a cu tomizattans-of the included reports�ahowed. Integration to third party �stems
is only^ allowed sir. di* Ora.cl* 3va t.cty Inerfar* Programs, data oteg non xtra tv andcr APIs,. you may not add
unsupported app,rcations to the ens^ nments,created*.oath thus Program. You are a2�d to hest daft.elements orrgura.tin¢on=;v
From the Or dolt Ha pit jty Pam nas in the c:heauas created with the use of this Piers\Honp,
Youot hoot anythird party
data elements.
Licensing Rules far Oracle itu3ite Ifatels.ri lac tsian.
■ The Ciracle Hospitality echrcicgy,Fovrdator Programs may only 5e used with OracleHotel Prsam . tietiareports ar cust,Oruira. ns of die included reports are allosa-ed. Intepation to third party al rovedvia the Oracle
Hoapitahty Interfa: Program. data inte�atiors extracts and'or t;_PIs. Y'ou ruay no *d application-,to the
envino-r-ment,cr .'ed with This Program. You are allowed to Lost dzta elements ongirranng only from be Oracle Ha putauty
Progra/�eHospita:aty
c.henra ciaas*d with the use of this Program. You may not hostany third party data elements.
• The Oraclespitaity OPElLA Propertrm= Standard! Program is , mrited to y_; functir-ns as define the Program
Llbdu r .
* Tire Or, OPERA y Property Lite Program is lirnitedtc dC functions as defined.in the ProsamDo entatnorr.
/Cen-e
ce Ha.pit ity Spite Property Resort Edition Program is liruited to IL functions a defamred in thProerarn
Dontation'
a�
a�
itions and dines_%,05 3K t 6_U5_ENG ?a ze t at
1110
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 acknow-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:nxs.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 Prog.anrs;: 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 a.nd
(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 lixrsited 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, Pro 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 gsaras 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.pie 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 mc@udes license e far I0 Concurrent Viers than authorizes You to use the rags'aM on only one
C orrxputer flor: n�axa n of 2 Concurrent Viers at any giveir tixuen _A ' oncw seat -Tser is defined as ach ir=di�.idual 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&
1111
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 mun�ber of Brands that You max manage using the Program.. A"Band``is defame s.a
aped 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 with a linritatLon an number
, 5 ', -idual authcrized cry You to use the 3pplx . le lacemsed
of .pp C3.tioir U�,em. An A-pplicatior,User`is defined as an 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,the ems at any given time.
�a`r '2'P\
• The uners or of the Siebe-�%VL-b Charnel Pyopam Lu3y access a maxima of 15 Objects. An ject"is defin�-d,is
each data enti Y ithim the Business Ob,ect Layer of the Pyogaa=�tLat is defined in the Siebel'To-oL Pr
• The Siebel Data 'Lty License may oLh,be used vnthOrzcle'Master Data Management or Oymcafe C Mdeploymenn,
k"
Licensing Rules for STste, 3SA ware Progxams
Failoi-er-1 Sub-;ecttG the or-4uon:that,foll'ow w,,celoYourhcemse for the following Programs: St geTe1-Q Q FS,S,t0Y3.EeTekFS,
c1tent,fiTicle 1-hexal-chical Sto Ee Mlanagey-StorageTek Automated CartridL-e Sv-,Tem Lilrra Y,oft-ware 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 CnTuesay n
"1 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 cens-ed separately.
d�..1� "
Licensing Rules for Prograrxr7 Liceirsec . UP %lodule
a Oracle giants to You.a tron-exclusive,ncntran..sfe able license for Y elf Developer(r)tor (i)use those User Pioductivity
Ir-'it{'!,PK')Proga-ann,licensed as UPK mode 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 Prograin(s),
You are probibitea L-aur reselling or&-uibutnig the con. to any other party or using t-Ire,T-7PK content Gtbex than as
nn crates TP explieLtly ps-1 -te-d in du�aggesinent. ora�c le repres a the K .and any content ci d by You using the T, K a -IS .11
ation. acle rein lit! p all portions.of the UPK contest and any copies thereof.
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 = Gf the TUTPK content G se tho thud partner 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 similar ran-dis?-losme obliges. r7 imposed by 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 Ma provide tam notice: to You in Pyopam
Documentanon,"Yezadme t" soy the installation details incannecticrinath such 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 terms`', 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 the separate terms
are not:restricted try waT'133,the agreement.
Canse�_Dedtmdcms page 23 0.
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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
1113
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 CONSIDERED 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 descnbed in these Cloud STCs; (b) Oracle's cn-vacyr
policies; and c) any;ether 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 Serwilces. 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
other third parties to access the Serw°icesto interact with You,such third partpes,will be considered"Usens'
subject to the teams of these Cloudd STCs and Your order.
The term"Your Content"means all 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 ,ether 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]tttl¢IUNITIESs Supplemental Terris and Conditions v041818 Pag;".at
1114
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 prlor 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 own ers,h ip and l n teHe ctu al 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
1115
SERIAL 180233-RFP
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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 You r or Your Users'ac ce ss to,or ease 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 u n der 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, inclwding 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 requ ired 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 expenses.
0-racle Cloud,Services US COMMUNITIESs Supplementall Terris and Conaidons v041818 P Ag".3
1116
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
1117
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 responsi,ble 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 specific 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.
Crack warrants that during the Services Period, Oracle will perform Services using commercially
reasonable care and skill in all rn aterial respects as described in the Service Specifications. If the Serki oess
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 PROVIDED BY THIRD 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 REPUTATION. 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-mole Cloud semaces Us Co MMUNITIESs Sllpple3ue3itall Terris and C0Mt1id031S v0418i8 PRER S
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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 mays 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 riot commercially reasonable, the Provider may 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 claim is based on third Party
Content or any Material from athird party portal or other source,that is accessiible or make available to Your
within or by the Services (e.g a social niedia post from 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
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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
illegal acts or violations of the Acceplabte Use Policy. Oracle,monitoring 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 software 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
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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, inforrnatiun, software programs andlor materials resulting frorn Services (or direct product
thereof)will be exported, directly or indirectly, in viol,alton of these laws, or,will, Lie used,for,any purpose
prohibited by these lawns in c luding,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 geograph, �c
transfer of Your Conte nt-
N. Force Majeure
Nether 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 S ewices, to another
individual or entity-
P. Other
I. Oracle is an independent 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 by written conini uni cation sent by first class mail or pre-paid post to
Your address on record in Oracle's account inforniation-
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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. Flnor to --ntedng into an order governed by these Cloud STCF, 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 notize and no more than once every twelve (12)months, Oracle ryiay
audit Your compflance 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,respect'vely,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 accessibilityorthe 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.
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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-
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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
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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 carder,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 opurat 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 Rules_ 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 d ,.ire 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
inciud the name and version numbs r of the product,your name,your company nave(Irapplicablie),
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
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E HIBIT E
Ipplicable product. Thrill ,offer only applies if you received your operating system anddor inte+g�rat
ftrware 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 it ensors retain ail ownership and intellectual property rights to th:e 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 risk o Ioss or damages to the hardware will pasha fromlrcacle upon delivery in
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 maymake a
sufficient number of copies of ach program for your licensed use and e copy of each progra,m 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,subscd 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 operating 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'nteropurability), 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. WarTand , 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
plfcable program documentation for one year from delivery(i.e.via physical shipment or el. tro is
Grack Hoirdn-grt UIS Corn uzniti ,Supplemental,Tr`e ;-.and Conditions v041818 Page
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*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 TEM AND INTEGRATED SOFTWARE, AND fill) 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
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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 rnedia ('rn is",and (i), (ii'j
"C
coll-
and (iii)coffecti, ly,"Ha rdware Items"w. Oricle 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 one 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, upportipolicieslindex.Irtml ("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 In 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 ,,Iinclu&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
1127
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.
1128
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
1129
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
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d rty rights
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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
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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-infringing,"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 theforegoing,with respect solely to the Oracle Linux operating system'
0 f le 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
1130
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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 UMDER 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 47JR 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 party 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 , vadable, in accordance with Oracle'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 provisions 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
Accessibility 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 telecommunications relay service (TRrS)- Information about the TRS " avadable at
mt and a list of telephone numbers is available at
h s,:.t;www.fcc.go,.,Ip,,eneralhelecoryiniunicatons-relay-servi�ces-diirector,(. IntemationK 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.
1131
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
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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 r are Gnc 11-iing a n y integrated software and operating
system(s)) 'were export d in accdance 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 STCs 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
p 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 dehvery 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 , ograrns
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
1132
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 �t-, 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 Exhi:bit A.
Oracle's Integrated So are ptons License Definitions ules and Metrics are incorporated
herein as Exhi:bit 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
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1
ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v1132819
THESE ORACLE HARDWARE., PRO43RAMS AND SERVICES US COMMUNITIES (°USC''')
SUPPLEMENTAL TERMS AND CONDITIONS $"HART}WARE STCs"h SHALL APPLY' TO THE
ORACLE HARDWARE,PROGRAMS AN D!OR SERVICES THAT YOU ORDER FROM THE CONTRACT
HOLDER (THE "CONTRACTOR1. THESE HARDWARE STCSSHALL TAKE PRECEDENCE OVER.
ANY CONFLICTING TERMS INJ ANY NON-ORACLE ORDER OR ORDERING,DOCUMENTION.THESE
HARDWARE STLS ,ARE CONSIDERED PART OF THE, SCHEDULE OF SUPP'LIESz'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 functionality(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 specif':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 1
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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 Captions,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
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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 it—,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,timesharing,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 se rvices 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 benchmark,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
Oracle Hardware 1-5 Comm-unities Supplementid,lernas ind Canditirons,vtii2819 Page 3
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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
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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 orwill 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 wild 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
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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:
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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 Pno�.,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 stile 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 Contractor'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 dentined 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. Oracle 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 with,Contractor.
Notwiths,'tanding,the provisions of the paragraph above and with respect to han-Ware only, if Oracle
believes or it is determined that the hardware (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 con"inued use, or if these ahemaiives are not commercially reasonable, Oracle may
remove the applicable hardware(or portion diereoF)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 tenm,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 Su pport,'or,Operating
S--otenifs or Oracle Unux Premier Support;, then for the period of time for whiend 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 ales as defined at
Oira,rle Hardware US Communities Supplemental Terms and Candifions v032319 Page 7
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This seefion providlers your and Oraolle's exclusive remedy for any inhingement 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 or 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 acquisibon of hardware, programs andlor any services , you will follow Oracle's
policies regarding finarr-ing 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 accord-ano—ewith Oracle's Then 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 Corripliarroe 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
exoeptons (some of wN--h may be significant, I any) noted on the applicable Voluntary Product
Accessibility Templates (%----1A7) available as for each
prod=,, when :hey are used in acoordanoe wkh Oracle's associated documents and other written
Information, and provided that any assistivs, zechnolo&s and any other products used with beer
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 Of55,ce 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
te4ocm,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
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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 aoczonmodating 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 fallowing,notice on packing lists, commercial irwoices,
shipping documents 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 surb programs from.your computer
Ora,rie Hardware US Communities Supplemental Terms and Coadifions v032319 Page 9
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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.
Oira,rle Hardware US Communities Supplemental Terms and Coadirtions v032319 Paige 10
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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
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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
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