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Item M04
BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Michelle Lincoln,District z The Florida. Keys Mayor Pro Tem David Rice,District 4 p Craig Cates,District 1 James K. Scholl,District 3 Holly Merrill Raschein,District 5 Regular Meeting April 15, 2026 Agenda Item Number: M4 26-0787 BULK ITEM: Yes DEPARTMENT: Building and Permitting TIME APPROXIMATE: N/A STAFF CONTACT: Ed Koconis AGENDA ITEM WORDING: Approval of a one-year extension to the licensing agreement with DLT Solutions, LLC for Oracle Fusion Public Sector Community Development Cloud Service in the amount of$105,929.87. ITEM BACKGROUND: At its April 21, 2021 meeting, the BOCC approved an Agreement for implementation of the Oracle Public Sector Compliance and Regulation Product. Per the term of Agreement, the County may renew after the initial three-year term for incremental one-year extensions up to a maximum of five years. This Agreement represents the third(of a maximum of five) one-year extension. These licenses are necessary for access to the Cloud Service and provide assistance through both Oracle's Digital Assistant Platform and their Intelligent Advisor Cloud Service. PREVIOUS RELEVANT BOCC ACTION: At its April 21, 2021 meeting, the BOCC approved an Agreement for implementation of the Oracle Public Sector Compliance and Regulation Product (Item # C5). This approval included the subject licensing for the initial 36-month term. At its April 17, 2024 meeting, the BOCC approved an Agreement for a one year extension and at its April 16, 2025 meeting approved a second agreement for a one year extension. INSURANCE REQUIRED: Yes. CONTRACT/AGREEMENT CHANGES: No changes are proposed. Item proposes to extend term for one year as stated in the original Agreement. STAFF RECOMMENDATION: Approval. DOCUMENTATION:. FINANCIAL IMPACT: $105,929.87 is budgeted and split between the Building and Permitting, Planning and Environmental Services, and Code Compliance departments. Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Qu,mte, 5402851 . f�efi-;lrei nc 1995048 Price Cie Quotation I�a to 04/06/2026 1::.::.: 1p i res: 05/15/2026 IEo: Alan MacEachern `:::roan: Bianca Bonilla Monroe County Board of County DLT Solutions, LLC Commissioners 2411 Dulles Corner Park 2798 Overseas Highway Suite 800 Marathon, FL 33050 Herndon,VA 20171 [::11hcine° (305)453-8792 [::11h:nine!: (703)708-9635 f sx° f a:ax: (703)708-9635 E irnaalill: maceachern-alan@monroecounty-fl.gov Ei mnalill° bianca.bonilla@dlt.com tt f311....lI IF:"airt IIVor I IE:-G If�Iruirt No, Contract tatty Uinlit IFlriice Ext. I1::1hce 1 9891-7428 B91940 MSTATE-ORCL-USC 240 $32.99 $7,917.60 Oracle Digital Assistant Platform for Oracle SaaS- 1000 Sessions >>>This line reflecfts QTY 20 x 12 Months List Price: $275.00(Per Month) PoP: 5/30/2026 through 5/29/2027 2 9891-32356965 B90142 MSTATE-ORCL-USC 1200 $74.98 $89,976.00' Oracle Fusion Permitting and Licensing Cloud Service-Hosted Named User >>>This line reflecfts QTY 100 x 12 Months List Price: $625.00(Per Month) PoP: 5/30/2026 through 5/29/2027 3 4931153FFP5 B93112 MSTATE-ORCL-USC 12 $69.89 $838.68 Oracle PCI Compliance Cloud Service- Each >>>This line reflecfts QTY 1 x 12 Months List Price: $100.00(Per Month) PoP: 5/30/2026 through 5/29/2027 4 9891-7702 B91205 MSTATE-ORCL-USC 240 $29.99 $7,197.60' Oracle Intelligent Advisor Cloud Service- 1,000 Interactions >>>This line reflecfts QTY 20 x 12 Months List Price: $250.00(Per Month) PoP: 5/30/2026 through 5/29/2027 NOTE "End User Terms Al Terms The Service Specifications applicable to the Cloud Services ordered may be accessed at http://www.oracle.com/contracts. To the extent Your Cloud Services include Al Functionality,the Service Specifications for such Cloud Services include the Oracle Artificial Intelligence Terms." 1 11 COIN 1[::III II..::IN 11 All 1 of 3 Quote: 5402851 fa.;t,9lrQ.;lr� ®� 1995048 T Price Quotation Iato 04/06/2026 1::.::.: clplilrres: 05/15/2026 I:::)II....II li'airt No I II G IFl airt No, Contract t Uiniit lPirr ce E::::xt, lFliric ..�00000000000000�..�0000000000000000000000000000000000000000000000000000000000000000000000000000000�..�0000000000000000000000000000000000000000000000000000000000000000000000000000000...�000000000000000000000000000000000000000000000000000000000000000000000000000000..�00000000000000000000000000000000Yoo..�000000000000000000000000000000000000000000000000000000�..�0000000000000000000000000000000000000000000000000000000 ..NOTE "End User Terms Option Periods You shall have an option to renew your subscription for the same services listed in this order at the same usage limits for four(4)additional twelve(12) month renewal periods, each "Option Period"for additional fees to be determined by the Oracle authorized partner. Professional Services are not included in the Option Periods. You must provide the Oracle authorized partner a minimum of 30 days' notice prior to the expiration of a service term of your intent to exercise an Option Period and execute an order for the new option period prior to the expiration date of the existing service period. The Cloud Services listed above may not be renewed at the option period pricing listed above if: (i)Oracle is no longer making such Cloud Services generally available to customers, or(ii)You are seeking to cancel or reduce the number of user licenses of the Cloud Services set forth in this order." I otd $105,929.88 Contract Serial No. 180233-001 Contract Expires: 11/30/2028 UEI - F1 N2KDGBDTU8 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 Steve Wells at cpars@dlt.com. 4 111 III III I;; IIII°°I°° ACI I DLT Solutions,LLC ^^^ Mall: DLT Solutions,LLC t Bank of America P.O. Box 743359 III f 111 ABA#111000012 Atlanta,GA 30374-3359 Acct#4451063799 Customer orders are subject to all applicable taxes and regulatory fees. C311...Ii a,d:,alN F111DII::::IIq I 1A11 IPage 2 of 3 Qu,mte: 5402851 f�efi-,;irei nc 1995048 " Price Quotation I ante 04/06/2026 1::.::.: rlpliiry s: 05/15/2026 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.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. IDMaricopa County Office of Procurement Services Chief Procurement Officer 301 W.Jefferson St. Suite 700 Phoenix,AZ 85003 Phone:(602)506-3967 Fax:(602)506-6766 November 10,2022 We are pleased to notify you that Maricopa County has renewed your contract to supply the ORACLE PRODUCTS AND SERVICES as indicated on the attached award sheet with an effective date of December 01,2023 until November 30,2028. In accordance with the bid specifications,purchasing documents will be forwarded to you covering the specific items of this award,which will include deliveries and terms. If you have any questions regarding Serial 180233-RFP,please contact Brian Walsh at(602)506-3243. Sincerely, Brian Walsh, Senior Procurement Officer Office of Procurement Services B W/mm Attachments cc: Office of Procurement Services re: Serial180233-RFP Q l,I Maricopa County Office of Procurement Services Chief Procurement Officer 320 W.Lincoln St. Phoenix,1Z 85003 Phone:(602)506-3967 Pax:(602)258-1573 December 12,2018 DLT SOLUTIONS LLC PO BOX 743359 Atlanta GA 30374 RE: ORACLE PRODUCTS AND SERVICES, 180233-RFP Dear Mr.Donohue: We are pleased to notify you Maricopa County has awarded your firm a contract to supply services and/or commodities per the subject contract with an effective date of December 12,2018. If you have any questions regarding Serial 180233-RFP,please contact Brian Walsh at 602-506-3243. Sincerely, r' Brian Walsh,Procurement Officer Office of Procurement Services B W/mm Attach. cc: Office of Procurement Services re: Serial180233-RFP SERIAL 180233-RFP ORACLE PRODUCTS AND SERVICES Contract-DLT Solutions LLC DATE OF LAST REVISION:July 26,2024 CONTRACT END DATE:November 30,2028 CONTRACT PERIOD THROUGH NOVEMBER 30,202-3 2028 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for ORACLE PRODUCTS AND SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on December 12,2018. All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. ... ................................................... .... _ _ .... .......... Kev ir'Cl'yne, rocur neAit Officer (:)fficc of Procurement Services B W/mm Attach Copy to: Office of Procurement Services James Foley,OPS (Please remove Serial 13120-RFP from your contract notebooks) � I co Cl 0 U N 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 12' day of December, 2018 and ending the 30t'day of November,2023 2028. 1.2 The products and services which are the subject of this Master Agreement ("County Contract") may be covered by a software programs license agreement service or maintenance agreement.The term of the service or maintenance agreement shall be governed by that document and may survive the expiration of this Master Agreement. 1.3 The County may, at its option and with the written agreement of the Contractor,renew the term of this Contract for additional terms up to a maximum of Five (5) additional years, (or at the County's sole discretion, extend the contract on a month-to-month basis for a maximum of six(6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term,or any additional term thereafter. 1.4 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include,but is not limited to the preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 2.0 PRICE ADJUSTMENTS (applies to percentages in contract): Any requests for reasonable price adjustments must be submitted one hundred and twenty (120) calendar days prior to the Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract.The new change shall not be in effect until the date stipulated on the Contract. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s)stated in Exhibit"A." 3.2 Payment shall be made upon the County's receipt of a properly completed invoice. SERIAL 180233-RFP 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s)will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name,address and contact • County bill-to name and contact information • Contract Serial Number • County purchase order number • Project name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Quantity(number of days or weeks) • Contract Item number(s) • Description of Purchase(product or services) • Pricing per unit of purchase • Freight(if applicable) • Extended price • Mileage w/rate(if applicable) • Arrival and completion time(if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/922/Vendors). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 PAYMENT RETENTION (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. SERIAL 180233-RFP 3.4.3 The Contractor shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The Contractor is required to request this option at least ten(10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The Contractor shall request and obtain securities forms through County. The County must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor's invoices. 3.5.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations,and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker's Compensation. 3.6 TAX(SERVICES): No tax shall be invoiced or paid against Contractor's labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 3.7 TAX(COMMODITIES): Tax shall not be invoiced against Contractor's labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES(SAVE): 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 govermnent 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. SERIAL 180233-RFP 4.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with,this Contract,County may amend, suspend,decrease, or terminate its obligations under,or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination,provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10)days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit `B", or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer. 5.2 During the Contract term, County may provide Contractor's personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations. 6.0 TERMS AND CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts 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 CONDITIONC.,r,., 9 v032819. SERIAL 180233-RFP Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E-ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041819 032819. Exhibit F - ORACLE -6rnn iv AND ORACLE( I E VN4 SE VIGES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v4907-4-2 012323. 6.3 SOURCE CODE ESCROW REQUIREMENT(IF APPLICABLE): Source Code Escrow. Oracle confirms that a copy of the source code necessary to support the Programs is maintained or will be placed into escrow. The source code escrow agreement was entered into by Oracle America, Inc. on behalf of all members of the Oracle group of companies ("Oracle Group") and provides that only if the Oracle Group ceases to be in the business of supporting the Programs,the escrow agent will furnish You with a copy of the escrowed materials that have become unsupported. Any escrowed materials furnished under this provision shall be considered licensed subject to the terms of this Contract and shall be used solely to maintain the Programs. Oracle's source code escrow agreement is private and confidential and is not available for release to You. Oracle does not deposit source code for any third party programs.Upon request from You, Oracle will register You with Oracle's escrow agent as a beneficiary under Oracle's source code escrow agreement. To request registration, You must email Oracle at source-code- escrow_wv@oracle.com. Thereafter, and provided that You are current on technical support for the Programs for which technical support is offered, You will be contacted on an annual basis to confirm whether You require Your registration to continue. 6.4 INSURANCE: 6.4.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.4.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.4.3 Contractor's insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.4.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County's right to coverage afforded under the insurance policies. 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. SERIAL 180233-RFP 6.4.7 The policies required hereunder, except Workers' Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor's work or service. 6.4.8 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.4.9 Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the Contractor's owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor's work or services or use or maintenance of the premises under this Contract. 6.4.10 Workers' Compensation: Workers' Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor's employees engaged in the performance of the work or services under this Contract; and Employer's Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers' Compensation and Employer's Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.4.11 Errors and Omissions(Professional Liability)Insurance: Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the Contractor, with limits of no less than $2,000,000 for each claim. 6.4.12 Crime: Contractor shall maintain Commercial Crime Liability Insurance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty,fraud,theft,or embezzlement. 6.4.13 Cyber: Policy Limit: 6.4.13.1 The policy shall be issued with minimum limits of$100,000. SERIAL 180233-RFP 6.4.13.2 The policy shall include coverage for all directors, officers, agents and employees of the Contractor. 6.4.13.3 The policy shall include coverage for third party fidelity. 6.4.13.4 The policy shall include coverage for theft. 6.4.13.5 The policy shall contain no requirement for arrest and conviction. 6.4.13.6 The policy shall cover loss outside the premises of the Named Insured. 6.4.13.7 The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear. 6.4.14 Technology Errors&Omission Insurance: • Each claim $2,000,000 • Annual Aggregate $2,000,000 Such insurance shall cover any,and all errors,omissions,or negligent acts in the delivery of products, services,and/or licensed programs under this Contract. In the event that the Tech E&O insurance required by this Contract is written on a claims- made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two(2)years,beginning at the time work under this Contract is completed. 6.4.15 Network Security(Cyber)and Privacy Liability(IF APPLICABLE TO PROJECT): • Each Claim $2,000,000 • Annual Aggregate $2,000,000 Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation, and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss. In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two(2)years beginning at the time work under this Contract is completed. 6.4.16 County shall be a Certificate Holder: Before providing the services as defined above, Developer shall furnish County with Certificates of Insurance evidencing coverage required by this Article. The certificates shall identify County as additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. All obligations for occurrence coverage shall survive termination of this Agreement. Other insurance policies required hereby shall expressly provide that such policies shall 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. SERIAL 180233-RFP 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. 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 SERIAL 180233-RFP shall be rated "Best-A" or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide,published by the A.M.Best Company. 6.6 FORCE MAJEURE: APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. (SEE EXHIBITS C, D AND E AND F)) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E-ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS i,04tea v032819. Exhibit F - ORACLE I-NUv AND ORACLE VN4 SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v4907-1-2 012323. 6.7 WARRANTY(IF APPLICABLE): APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. (SEE EXHIBITS C,D A449 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 v04181419 v032819. Exhibit F - ORACLE 1=0T[JX Arm nn O rr E VN4 SEPA11GES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v499742 012323. 6.8 DELIVERY: 6.8.1 Delivery shall specified on each order. 6.8.2 Exceptions to delivery schedule will be special order items that shall be identified. 6.8.3 Delivery shall be F.O.B. Destination,Freight Prepaid. 6.9 EXPEDITED DELIVERY: 6.9.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 6.9.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs,the Using Agency shall advise the Contractor to proceed. 6.9.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. SERIAL 180233-RFP 6.10 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 6.10.1 Contract Serial number. 6.10.2 Contractor's name and address. 6.10.3 Using Agency name and address. 6.10.4 Using Agency purchase order number. 6.10.5 A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s),as applicable. 6.11 PERFORMANCE: It shall be the Contractor's responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to correct the deficient service within 30 days after written notice. 6.12 SHIPPING CHARGES: 6.12.1 Unless expressly included in an Oracle product or service Stocking Keep Unit(SKU) all shipping charges are separately orderable SKUs.FOB: Destination. 6.12.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor. 6.13 PACKAGING/PACKING: Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable. 6.14 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically. 6.15 INSTALLATION: The Contractor's price shall include delivery and, if requested at the time of quote/bid, installation of all equipment in a complete operating condition. 6.16 ACCEPTANCE(IF APPLICABLE): 6.16.1 Perpetual Licenses — Software is made available via a web link provided by the Licensor;there is no acceptance period for perpetual licenses. 6.16.2 Engineered Systems and Hardware—Acceptance is upon delivery. 6.16.3 Cloud Services—Cloud services are provisions via a web link provided by the cloud service provider;there is no acceptance period for cloud services. SERIAL 180233-RFP 6.17 RETURN POLICY: All orders are non-cancellable and non-refundable. 6.18 INSPECTION OF SERVICES (IF APPLICABLE): 6.18.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. 6.18.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.18.3 If any of the services do not conform to Contract requirements, County is entitled to the remedies provided 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 http://www.oracle.com/us/support/policies/index.htmi 6.18.3.2 With regard to professional services performed by DLT Solutions: DLT Solutions professional services will be performed in accordance with a quoted Statement of Work that will be incorporated in the Contractor ordering documents. County remedies shall be as stated within these Contractor ordering documents. 6.19 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid(CAPA)with a Purchase Card for payment. 6.20 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. SERIAL 180233-RFP 6.21 BACKGROUND CHECK(IF REQUIRED BY PROJECT): Contractors need to be aware that there may be multiple background checks (Sheriffs 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 SERIAL 180233-RFP 6.25.3 Perform any of the other provisions of this Contract. The County's right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.26 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally,pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the Contract. 6.27 CONTRACTOR LICENSE REQUIREMENT: 6.27.1 The Contractor shall procure all permits, insurance,licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the Department of any and all changes concerning permits, insurance or licenses. 6.27.2 Contractor furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the Contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing,to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.28 SUBCONTRACTING: 6.28.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project. 6.28.2 The subcontractor's rate for the job shall not exceed that of the Prime Contractor's rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The „1.,.,,..t.-.,,.te f's im,aiee shall b-e SERIAL 180233-RFP 6.29 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties.Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.30 ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract,prices for such additions will be negotiated between the Contractor and the County. 6.31 STRICT COMPLIANCE: Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract. 6.32 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. 6.33 SEVERABILITY: The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.34 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request,any available information that is relevant to a Contract and to the performance thereunder. 6.35 NON-DISCRIMINATION: Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in fiill 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; 6.36.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state,or local jurisdiction; 6.36.1.2 have not within three(3)year period preceding this Contract; SERIAL 180233-RFP 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 6.36.1.2.2been 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; 6.36.1.2.3are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local)terminated for cause or default. 6.36.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.36.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.37 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.37.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the tern 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. SERIAL 180233-RFP 6.38 INFLUENCE: As prescribed in MCl-1203 of the Maricopa County Procurement Code,any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes,but is not limited to: 6.38.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy, 6.38.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment,or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 6.39 Contractor EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 6.39.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. §4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and section 3.908 of the Federal Acquisition Regulation; 6.39.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.39.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold($150,000 as of September 2013). 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 SERIAL 180233-RFP 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. 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. SERIAL 180233-RFP 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. 6.49.2 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, ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v84184 8 v032819; 6.52.4 Exhibit D, Ofaele Gletid SefvieesTefms and Conditions ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818; SERIAL 180233-RFP 6.52.5 Exhibit E, Oraele Hafdwaae Tefms and Gand tions ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS .,04 v032819; 6.52.6 Exhibit F - ORACLE LINUX ^1.D ORACLE Cr E ` N4 SER�S SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v49044-2 012323. 6.52.7 Exhibit FG,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 chris.kline@dlt.com 6.53 WRITTEN CERTIFICATION PURSUANT to A.R.S.§35-393.01: If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of S100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in,a boycott of goods or services from Israel.This certification does not apply to a boycott prohibited by 50 U.S.C. §4842 or a regulation issued pursuant to 50 U.S.C.§4842. 6.54 FORCED LABOR: 6.54.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394.Contracting; procurement; prohibition; written certification; remedy:termination; exception; definitions. 6.54.2 Contractor certifies that it does not currently, and agrees for the duration of the contract,that it will not use: 6.54.2.1 The forced labor of ethnic Uyghurs in the People's Republic of China. 6.54.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 6.54.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. SERIAL 180233-RFP 6.54.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end of the 180 days period, the agreement terminates on the agreement termination date. SERIAL 180233—RFP INWITNESS E" this, tract is, cnllc ulcd lontl dolo, ,Iet rurill D T 'So Ior`sw`; *J IT lell ry oG, S .M T(}R w � 2 MIT, �011" ji RX APPRO "VED AS TO, FORM: �.� DEPUTY 1,� ATE, 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: �70�w9-7172-7-7�rw7-703-709-9156 (5 ) 6-5226 TELEPHONE NUMBER: (703)773-9233 FACSIMILE NUMBER: (866)419-7926 WEB SITE: www.dlt.com CONTACT(REPRESENTATIVE): >revii. Fefd Bfa ff ai W...,.,_..feld Seat S&Et... Chris Kline r.cvizrvrcaxcvir.`v`�c"sccncniccocir�cvii3 REPRESENTATIVE'S E-MAIL ADDRESS: seat ffr,d4 eem chris.kline(a,dlt.com 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 Insert 1.3.1 Perpetual Licenses Catalog Products Percentage Insert Percentage Below Below Min. First Year Maintenance Global Price List-shown in dark grey Discount for Percentage based on Licenses discounted license Cost XX% Technology Global Price List Products 27% 22% Oracle Fusion Applications Component Global Price List 27% 22% Oracle E-Business Suite Applications Global Price List Component Pricing 27% 22% Oracle Business Intelligence Applications Global Price List Component Pricing 27% 22% Peo lesoft Component Global Price List 27% 22% JD Edwards Component Global Price List 27% 22% Oracle Construction&Engineering Global Price List 27% 22% Siebel CRM Component Global Price List 27% 22% Oracle Application Integration Architecture Global Price List 27% 22% Oracle M SQL Subscriptions Global Price List-*Eff.5-1-20 23% n/a Oracle Linux and VM Services Global Price List-*Eff.5-1-20 23% n/a Java SE Subscription Global Price List-*E4f-545 '-20 Eff.7-1-24 21111� 0% n/a Oracle Annual Uplift(Off-Prem)Eff.7-1-24 Contract pricing for out years is subject to annual uplift not to exceed the annual uplift of the Oracle products and services. ORACLE PRODUCTS TRANSACTION BANDS FOR PRODUCT DISCOUNT END USER WITH DISCOUNT END USER WITH BUDGET LESS THAN$100 BUDGET MORE THAN$100 MILLION MILLION 0-$25000 47% 27% $25000-$100,000 47% 27% $100,0004250,000 48% 27% $250,00041,000,000 50% 35% $1,000,000-PLUS 50% 45% o i N N N o v � 3 0 o � u � w w u � O O ice." '� i. �' o N � V G� �, V I� ✓S 40. S. " O M C � pU �. r 3 cd yr, r. p A 0 ce V V V U R V ~ V w O O V a O b Ca : o 4 (� w D A a 0 x U V m C N un 42 p m bA U COD C C6 O c y q V x V tk C~ ••�y y u �, 0 0 0 e4 L.i r.+ G� � •� W � � � U ~ r�� V i� O �/1 �Vi blJ � f.l yC '" h V V�1 C ^� �„ w yu e�C wa u C p'' Cy A " O it Cti x p3op3op O it V V W OW i u.4 x W i vl W 5a N M M M a o a M N N M N O Oq W 0 0 N N 0 0 M M N N e e N N 0 0 0 O Vl N M 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 Taleo Cloud Service Global Price List 32% Oracle Fusion Cloud Service Global Price List 32% Oracle Cloud Platform as a Service and Infrastructure as a Service (PaaS and IaaS) Oracle Cloud Platform as a Service and Infrastructure as a Service- Public Cloud Global Price List 2% Oracle Construction and Engineering Global Price List(CEGBU) cloud eligible offerings) 2% 1.3.5 Consulting/Professional Services Labor Rate(s) Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 Application Developer $ 198.83 $ 198.83 S 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 S 216.51 $ 216.51 $ 222.07 Installation Engineer $ 190.61 $ 190.61 S 195.50 $ 195.50 $ 200.51 Managing Principal Consultant $ 264.96 $ 264.96 S 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 Project Manager $ 248.86 $ 250.11 L$ 2 $ 251.37 $ 251.37 Sr.Application Developer $ 207.94 $ 207.94 $ 213.27 $ 213.27 Sr.Practice Director $ 364.32 $ 364.32 $ 373.66 $ 383.24 Sr.Princi al Consultant $ 264.96 $ 264.96 $ 271.75 $ 278.72 Sr. S stems En ineer $ 217.52 $ 217.52 $ 223.10 $ 223.10 Staff Consultant $ 165.60 $ 165.60 $ 169.85 $ 169.85 $ 174.20 Systems Engineer $ 201.86 $ 201.86 1 $ 201.86 $ 207.04 $ 207.04 SERIAL 180233-RFP 1.3.5 Oracle Consulting/Professional Services Years 6-10 Eff.7-1-24 Labor Rate(s) Labor Category Year 6 Year 7 Year 8 Year 9 Year 10 Application Developer $225.43 $233.61 $242.08 $250.86 $259.96 Associate Consultant $ 151.74 $ 157.24 $ 162.94 $ 168.85 $174.97 Consulting/Engineer $218.29 $226.21 $234.41 $242.91 $251.72 Director/Engineer $246.75 $255.69 $264.96 $274.57 $284.53 Installation Engineer $222.79 $230.87 $239.24 $247.92 $256.91 Managing Principal $309.69 $320.92 $332.56 $344.62 $357.12 Consultant Practice Director $382.42 $396.29 $410.66 $425.55 $440.98 Practice Manager $330.27 $342.25 $354.66 $367.52 $380.85 Principal Consultant $270.98 $280.81 $290.99 $301.54 $312.48 Project Manager/Engineer $272.60 $282.49 $292.74 $303.36 $314.36 Senior $247.20 $256.17 $265.46 $275.09 $285.07 Consultant/Engineer Senior Project Manager $279.30 $289.43 $299.93 $310.81 $322.08 Sr.Application Developer $236.97 $245.56 $254.47 $263.70 $273.26 Sr.Practice Director $425.82 $441.26 $457.26 $473.84 $491.03 Sr.Principal Consultant $309.69 $320.92 $332.56 $344.62 $357.12 Sr. Systems Engineer $247.89 $256.88 $266.20 $275.85 $285.85 Staff Consultant $ 193.56 $200.58 $207.85 $215.39 $223.20 Systems Engineer $230.04 $238.38 $247.03 $255.99 $265.27 Technical Account $309.69 $320.92 $332.56 $344.62 $357.12 Manage I Technical Account $330.27 $342.25 $354.66 $367.52 $380.85 Manager II Advanced Support $309.69 $320.92 $332.56 $344.62 $357.12 Enj4ineer I Advanced Support $330.27 $342.25 $354.66 $367.52 $380.85 Engineer II Executive $500.00 $515.46 $531.40 $547.84 $564.78 1.3.6 Technical Support Services and/or Maintenance Support Services Technical Support Services and/or Maintenance Support Services fees are calculated as a factor of fees paid on net new licenses and/or hardware,renewal of services thereafter are priced based on a percentage increase over prior years fees and provided in accordance with then current Technical Support Policies. 1.3.7 Oracle Training and University Products Oracle University Cloud Learning Subscriptions Eff. 1-1-22 Customer Transaction Band E-Business License and Technical Support Discounts(Enter Discount off of list rice.List rice detailed at www.oracle.com/education $0- $10,000 10.0% $10,001 - $25,000 15.0% $25,001 - $50,000 20.0% $50,001 - $100,000 27.0% $100,001 - $250,000 1 30.0% $250,001 + 1 32.0% a M M N 00 �O in O OOC) O N M o0 O r O M 7 Q7 N 7 l— M N kn (-i V� t,� t,� O O N O N V') �t N 41 R �••� OV O O N 00 O� M � � � � �y N N N N N N M 7 N Un yg Cn 5011 Ff3 H4 f16 5n 5R W s„i O O In In In O In V7 m O l� M N m N •--� N VO R R O OV �O O N O �O O O N O •--� N � � N 01 M 01 y 7 00 6 7 6' (R 69 Gof� Goe� �oq 69 64 69 69 N N N N N N M 7 N EA y6 H9 Is EA bos bR 1.5 1.5 7 O OOC (11 V) M .-y 00 R d, O N O •--� •--� � � .-� a, � R l M � \O 'IT - r� 07 00 l� •--� N N N N N N N N ,-ti �^ M CT 4 V1 00 M �O Eloq roq roq �oq �oq �' `A lwq I�oq A�lq N N N N N N M N R &I Goo SH Go3 SH Go3 i^ Go4 bp9 a O �c N O', c0 — — W) M OO kr� N O 01 M it O O �h V7 V7 V7 lf1 O � •--� ON N ON N N N N N � � OA l� V� N VO [� C\ �--i 00 Ef3 &,a 69 b9l V 54 69 69 69 N N N N N N M M N Wa 64 Gn Gn Gn Gn Cn yn G 00 41 110 N llf OC V) OC O� 00 OC F•+ O •--i l— OC r- N O N Ln M � •--� N N ,-ti N N N N N � � 69 64 69 b4 64 ff3 69 69 69 69 z M OC 00 N O 00 V) 00 D\ 41 O •--i l— OC r- Ni N N N R R 01 O •--� ON O � ,��, •--� N N N N V 69 69 69 H? ff-1 64 z/1 69 69 69 69 Rr W w O N T N N N N N N M M N N N O N ff3 ff3 f{3 ff3 Ef3 64 69 69 69 69 C N � rl U raj 'd � •� � � � � C�3 � bf bt y p W Q O w N ct1c Q I� � Y•+ y V] � N S--i O Y �/ � A I••I V� V1 � V1 A ICI V1 V, CZ z i--i N •O U 00 f O cn ? a M M N � bi4 E!3 F14 F/9 519 ff9 b9 yg Efi 6f3 &9 � a � � O O In In O O O O O lIl O � � 00 00 �O In 00 O\ 60 00 O � O � p E!4 EI4 bf3 bR b5 EA Ff3 br4 b9 b5 Ci9 rJ to. 40 o Y O In 0 0ksn 041� kn kn Vl O tu M 01 O � T .--I 01 O� � l V� •� br4 SH Go3 bFi 55 SFi &I Goa bH bR bp9 o Y Y � U •� GC IO \C O lid Ili Iz \z kr� O V1 N M M M M Gn M M M M Gn m C 64 619 E!4 ffi 5R 6A 69 E!4 Ef3 �f3 b�9 •� � O O O O O O O O O O CC Y V) J) O kf� Vi k6 V) 4! O 117 r- O1 n r N 1-n M 'O M M F F/cn l M Cn M M M M M p O f3 �{} b5 bR bn 5n Ff3 6f3 &4 � iw aj O +O+ U w ^O O V Y 7 cC C Y p Q � ipr Y GOO 4�.i ❑ Y m C iY. C O ^O p O p' L CA r.+ Y. tj y C% + y c a W e4 c o : w ° � o G CL p O i..i .p. p � � i. i. •y •y .y � p '� V U Cq U U A ;To p•1 40 vn rz Qn U v1 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(laaS)offered by Oracle. 1.3.5 Consulting/Professional Services — Consulting and integration services relating to Oracle products and services. SERIAL 180233-RFP 1.3.6 Technical Support Services and/or Maintenance Support Services — telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware. 1.3.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 1.3.8 Financing Services—Financing services for orders and solutions. 1.4 INTENT: The intent of this contract is to establish a nationwide purchasing agreement for the acquisition of Oracle products, services and solutions. The categories of descriptive examples in Section 2.12 are to provide a general,non-inclusive,description of the categories. Other governmental entities under agreement with the County may have access to products or services provided hereunder(see Sections 3.15,3.16 and Exhibit 6,MICPA.) The County reserves the right to add additional contractors, at the County's sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County's needs or to ensure adequate competition on any project or task order work It is expected that contractors will provide binding written Task Orders to be approved by the using agency for all products or services to be purchased under this contract. If more than one contractor is awarded a contract the members at then 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 ans; 2.3 Have the resources to work with multiple entities at the same time; 2.4 Throughout the life of this contract, the successful Contractor shall maintain expertise, resources and capabilities to maintain an Oracle Platinum Partnership level. 2.5 Provide commercial hardware, software, services and solutions as ordered under the task order as a member of the Oracle Platinum Partner Network in good standing with all required distribution agreements; 2.6 Perform or have service delivery partners that can provide consulting, assessment, design, integration,installation and management of Services/Solutions at the task order level; 2.7 Perform a wide range of professional, technical support and engineering Services/Solutions to support the mission and objectives of Maricopa County and Participating Public Agencies as authorized buyers off this contract; 2.8 Provide maintenance support Services/Solutions 2.9 Provide project management support for each deliverable under the contract; 2.10 Provide project specific and overall contract performance reporting,as required. 2.11 Provide on-going marketing of the contract by aligning and traveling with the U.S Communities Program Managers, administrative and marketing personnel engaged in directly promoting the contract to Participating Public Agencies through agency meetings, direct mail, national publications,annual meetings and other such activities. SERIAL 180233-RFP 2.12 PRODUCTS AND SERVICES REQUIRED: 2.12.1 Perpetual Licenses — applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle. 2.12.2 Engineered Systems—integrated software and hardware systems offered by Oracle. 2.12.3 Hardware, Servers, Storage, and Networking - any servers, storage, and networking products offered by Oracle. 2.12.4 Cloud Services — Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service(laaS)offered by Oracle. 2.12.5 Consulting/Professional Services — Consulting and integration services relating to Oracle products and services. 2.12.6 Technical Support Services and/or Maintenance Support Services — telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware. 2.12.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 2.12.8 Financing Services—Financing services for orders and solutions. 2.13 STAFF EXPERIENCE: 2.13.1 For Maricopa County, full-time and part-time staff, proposed consultants and subcontractors who may be assigned direct work for this contract should be identified in any project Task Orders. 2.14 FACILITIES: During the course of this Contract, the County may provide the Contractor's personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein. 2.15 TRAINING: The Contractor shall provide a minimum of(To be determined for each Task Order)to completely train County personnel in the use and care of the equipment. 2.16 WARRANTY: APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS-�0^�Q v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E-ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS.,0^�v032819. SERIAL 180233-RFP 2.17 ACCEPTANCE: 2.17.1 Perpetual Licenses — Software is made available via a web link provided by the Licensor;there is no acceptance period for perpetual licenses. 2.17.2 Engineered Systems and Hardware—Acceptance is upon delivery. 2.17.3 Cloud Services—Cloud services are provisions via a web link provided by the cloud service provider;there is no acceptance period for cloud services. 3.0 PROCUREMENT REQUIREMENTS: 3.1 DELIVERY: 3.1.1 Delivery shall be made within 48 hours after receipt of order (ARO) or as agreed with using agency. 3.1.2 Exceptions to delivery schedule will be special order items that must be identified. 3.1.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor. 3.1.4 Delivery shall be F.O.B.Destination,Freight Prepaid. 3.2 EXPEDITED DELIVERY: 3.2.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 3.2.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs,the Using Agency shall advise the Contractor to proceed. 3.2.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. 3.3 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 3.3.1 Contract Serial number. 3.3.2 Contractor's name and address. 3.3.3 Using Agency name and address. 3.3.4 Using Agency purchase order number. 3.3.5 A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s),as applicable. 3.4 PERFORMANCE: It shall be the Contractor's responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor. SERIAL 180233-RFP 3.5 SHIPPING CHARGES: 3.5.1 Shipping costs will be borne by the Contractor.FOB: Destination. 3.5.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor. 3.6 PACKAGING/PACKING: Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable. 3.7 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically. 3.8 INSTALLATION(If required): The Contractor's price shall include delivery and installation of all equipment in a complete operating condition. 3.9 CONTRACTOR EMPLOYEE MANAGEMENT: 3.9.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this Contract. In the event that Contractor personnel's employment status changes, Contractor shall provide County a list of proposed candidates with equivalent experience. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.9.2 Contractor shall not reassign any key personnel without the express consent of the County. 3.9.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.9.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. Said requested removal shall not be subject to part�-9-1 3.11.1 of this section. 3.10 TRAINING: The Contractor shall provide training services as needed, depending on the product or service purchased,to completely train County personnel in the use and care of the equipment. All training shall take place on-site at Maricopa County. 3.11 MAINTENANCE(If Required): The Contractor shall provide for maintenance under this Contract upon acceptance of materials by the Department. SERIAL 180233-RFP 3.12 USAGE REPORT: The Contractor shall furnish the County a usage report, upon request, delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 3.13 BACKGROUND CHECK: Bidders/proposers need to be aware that there may be multiple background checks (Sheriff's Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.14 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of$AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of$AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.15 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA's): County currently holds ICPA's with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules,processes and procedures. SERIAL 180233-RFP EXHIBIT ORACLE SOFTWARE STANDAP�D TEPA4S AND CONDITIONS FOP,PRODUGTS AND SERVICES EXHIIBIT ORACLE OIRACCLIE SOFTWARE PROGRAMS AD"tWOR SERVICES US 0M1'M UNIITIIES SUPPLEMENTAL TERMS AND CC INDIITIIONS V014' '118 THESE ORACLE S, TW'ARE PROGRAM ANDJIOR SERVICES i4JIS C M11MUNIITIIIES C"ii SiUPPLIEMDIENTALTER AMJD CO, l'D IITIIO,INS("S IFTR,ARE STC's'"")SHAILL PP,LYTOTHEO,RACLE SOFTWARE PROGRAMS IPtlCIOR SER IIC'ES TtH.AT Y',O,U ORD,ER FRt M HIE CONTRACT HOLDER (THE "CONTRACTCURI"�. ESE SOFTWARE STCs SHALL, TAKE RECIECMEIPJICE OVER ANY CONFLICTING TERMS II Pt AP PtTUlhi-ORACCLIE ORDER 01R ORICpERIIIPJf DOCUMENTATION.N. THESE SOFTNYhwAR:E'STCs.a RE CCaNSll IRE,D PART OF THE SCHIEIRLtL,E G, LIiIP'PLI1ESISEIRVlIICCE'S IN YOUIR ORDER TO THE CONTRACTOR. A Definitions 'Yo ul'and"your"refers to,thie ordedin activity that has orde programs,aMmddor services from aim authorized distmitautor("C-oirltractor")un r the cormtract.. The term `°aincillllaiFy pmog}rarns"refers to,kh I pa,r4y ma aiiallls slpec;ill in the programm documentation which mayonllly be used fo(r the purposes of tll talltlling operating)the 1paws"glrarns with which the and ill:airy programs are deliiivered. The term"contract"refers to the Contractor's ivaS, olmarmuunities contmract:. The term"progl arm dmculrtraerntatio>m'refelrs to th plrog n rinser manual and program urmstallllation manuals. The term "programs"refers to the softwMra, products o red or distributed ha°y Craa;cllle which you IDmaiwe ordered,Program documentation,and a progirainr ulpdat s acr.J awred through techniic;a)support.. The term"servmce"sm refers to animal t hmwca,I supaport serwmc. which you have ordered.. B.,I Graant:ed LVq ri Caa,nitractor"s as ptami of yourorder,you Ihave the noon-esclll ive,,non-assignable,rmyallty+free, pe;rpetuail(unless otherwise pec.ifiied in Vour order with C:ontraa~torp, li uted right to use the)programs and receive any services a ordered solely for your internal orderings ac' lily operations and subject to the ternms of these,iiinclu nng the Oracle License ICtefinadons and Rules,th order,the contract,aindl the progirarrn dlocu mentab . You inlay allow your agents and contractors (lin 'udong, without limitation, outsourcers)to use e progirairas forthis purpose and you are Irespor�si r their co(mpllliarace with these S,,oftware ST ,s,including the Oraade License Definitions and Rullles,thie der,the contract and the program do irmentabon liin such use For prograrrns that,are specifically dle arced db,aillow your customers ani ulpPliuers to interact wwvithi you in the furtherance of your internal b lines operations,, such use is a wed. trade US-Communities Software Praagnram"s Supplemme,ntall Te,rrm"s and Coed i iions v041818 SERIAL 180233-RFP EXHIBIT C Owners h1i p ands Restir ieition s acle or!!its licensors retain aill ownership and intellIectual 1propety iriglhts to the 1pfogirams.Oracle iretaa s all ruership,and intellIectual property iriiglhts to�anything developed Ihy Oracle and delivered under our orde resulting from services. Your may niake a sufficient number of copies of each progiraini, , your licens ruse and one copy of each program meda. Thilrdi pa technology that may be appropriate or necessary for use with some Oracle j rogirairrisp, is specified in is program documentation..'Such thirdil party techniology is licensed to yau Ui ler the terms of the thilirct pa yi technology Illicense agreierneiit specified ini the prograin documentatio and not un+der the terms of the ontract or these Software ST�Cs. You may not: • use the progra s in as refitall,trimesharing.,sultyscfiliplion service,hostin, ir outsourcing capaclity; • remove of mod any program mw*ingps or any notice of Oiracl&'s its licensors' proprietary nights, • malke the programs materials resulting firo(,m the services availl ,le in any manner to any thirdl party for use!in the thlir arty's tyusiness operations(unllless s -h access lis expressly permilitted for the specill fi c IprolgUram ense or materialls from the service, you have a cquired); • caluse or 1permilit reverse en 'neeriin�g(unless required lby III for interoperability),cillsassenibly or deGompillation of the progira p(the foregoing Iprobiltfitto ncHudes but is not limited to review of dlata structures or similar ma ials produceidil I pp . rams), operatring system or integiratedl software,oT • disclose iresulllts,of any Iprolgiraimm be hm ark tests. i Warranties, Disclaimers and Exclusive I dies For the sakeof clarity, this Is the Oracle manufa , ar's warranity; nevertheless, it:shaIIIII be accessed you thrGuiglh the Contractor. Oracle warrants that a program Illlicensed to y Wilo rate in all mateirial respects as described in the applicable Iprogirrairm docuimeritalboin for one ,ear from d ivery(i.e. via p4,vys1IcaI shipment or electronic downiload). You muist inotify Oradle of ani, proigiram °wrrarr ty deficiency mthiiiiri one year from delivery. ORACILE DOES NOT GUARANTEE AT THE PR OGR S WILL PERFORM EIRROIR-FIREE �OIR U1 I T ERRIU I TIED,OR THAT ORA ' E WILL 0011IRRECT A .IPR OGR A IEIRRORS. Oracle also warrants that serkrice Will be provided in a (profess nal inianinef cGnsisteint with Industry standards. You must notify t i dle of any services warranty eficienicies within 90 dlays from perfcm. minice of the dieficient s, ices. FOR ANY BIREACHOIFT :AIBO�CIE'W.ARRAN'TIIIES,,Y OJUIRIEXC,ILIUSII EIREMEDY AMID OR ACILIE'S ENTIRE LIA11151111LITY SIIH. LIEIE:! (A) THE COIRRIECTION OF I Eli THAT CAUSE BIREACH OF THEW. . RANTY; OR, IF ORACLE CAINNOT SUBSTAN ALLY CORRECT SUCH BIREACH IIIN A 00I EIRCIALLY REASONABLE IMANINEIR YOU I I D YOUR IRRCI^GIFtAMI ILICIENSIE AND I COVIER THE FEES PAID TO ORACLE FOR THE O,GRAM LICIEMSE DIISTRIBUTED YOU; OR (i THE IFIEPEIR IFORIMANCE OF THE DIE' CIENT SERVICIES PROV11DIED B RAC(LIE; OIR,IIF,D,RAC.ILECAtJNOTSIUIBSTANTIIALILYC OIRREC, AB TEA CHIINA COKIMERCIII LYIREAS,ON.AB,LEIMANNIER,, YO,UM.AYIE:ND THOSE SERVIIIC;ES INDIRECOVEIR THE FEES' AIID TO,ORACILIE FOR THE DEFICIIIIENT SERVICES PROVIDED BY OIR �LE TO YOU. Plwade US Communities 5'oftwaxe Programis Supplemental TiErmis and ConditionsvO41818 Page SERIAL 180233-RFP EXHIBIT C T THE EXTENT INOT PROHIBITED IBY LAW,, THESE WARRANTIES ARE EXCLUSIVE ANI THI E AR IE NO OTHER EXPRESS DIR IMPLIED WARRANTIES OR CONDITIONS WITH IRE SIP -T TO HIE ABO�VE ITEMS,, INCLUDING ANY WARRAINTIES OR CONDITIONS OF MERCI NTABILITYAND FITNESS FOR A PARTICULAR PURPOSE. E.Technicall upport Technical sull girt consRsts of aninival technical support seinrices,yo6ui may hawse ordered o mill order for the programs, !!I Gluding support renewals. Support must I ordered pursuanit to a alllid IEnd Ulser I-RceniseAgireenia suciii as these software STICs. I fixes,security fixes andl am picilatesireceived shall't be promised der the terms of the ficense agreie.rinent that You accepts poin ordering the programs. If ordered, ai techi i I support (includling first year and all sulbseque years) for progirams, is provided under Diracle's t hinicai support I in effect at the dime the rvices are provided. The teichinic-al support policies, il oqiporated I are subject to chaingle at - dle's d1liscrebon;however, Oracle p0111iGy changes will not ssu It i in a material reidu Gtion in the level of woes,pirovidiedfoirsulpported programs during the period for 'ichtL-Gtiinilica)lsuppoirthias,lbeienorqJllllle —You shoullicil review the policies pirior to entehing into ran order for e appilicable services. You ma acoess the current version of the teichinic-al support policies at Ifjt The technical support poolicies state that, "gliobal stonier support seinric aincil systenis, are mot designed to acGminiodate special security control that may be irequir to store or process certain types of sensitive data." AccoirclinigIlly, as stated ini e technicall sup irt policies, You agree niot to submit ai health, payment card, or otllhe,,,,r Gontroilecill o sensitive slat hiat requilre protections greater t�hian those specified in the Miracle Global Custoiniar Siuj oft Secia y Practices to Oracle as part of any service request. Software iUpolate License&:Support ir any bircessor technical support offering to Software Update License & Support, 'SUILS') acquired th our order may be renewed annivallly through a res,ellllertiiiatisex.pressly authorized to diistribiutesuj oirt renewals.The order with Contractor willi specill your SUILS fee for the first renewal year shoullicil 36ui new SUILS for the same number of licenses for the same pfogirams as,conitallinied in the origin , oirder; , e fee for BULB for the second irenewalll year willi not iinirTease by i than 4%,,,ove,,,,,,r the prior ar's fees. f you elect not to purchase technical support at the time that the pfogiraim is ordered amen you ma be required to pay rernistateniant fees, ini accordance with Diracle's teGfinicai sui irt pollicies lin effec t the dime of reinstatement if you decide to purchase technical support at a later late.Techniicalllsuppoi for pirogiramsiseffi ed've upon shilipmL-nit of tangible medlia or upon the effeGtj , date of the order if shilipm, int of tanglible meidlia is,not requilreid. invoices fbr I suppoir It se vices Shiall't I subirrittecil by Con Gtor on a quarterly basis (uniless otherwise specified ini the order after the completion of such period. Notwithstandling anythling ii ,racle's teGfinicai support I to the i you may d1liscointinue technical support at the e I of any current tecil support term and,at y time thereafter,reinstate technical support by ex uting an order for such services with ConitraGtor. If you decide to reinstate technical support, yo iust pay a reinstatement fee. The re,,instateTnent fee hailll be the amount that wouild hawe been p, d by the ordering act�iVity for the I suppoft period ha technicall support not lapsed. IlIn acclitio to the reinstatement fee descirilbecil in the precedingi seniten , you i pay the technical suppoo fee for tame inew support periocil.This,technical support fee for the ew support I is computed a follll(I)if technical support Iapsed,teen the technicall support fee a twelve month support pen I sh,allll be the last ainnivalll technical support fee you paicil for the irelevant I Tam;(it)if you never acqjI redI technical support for the irelevant program, then the annual technical su ort fee shalli be the f that wound have I charged if support head been ordered originally for the irele t prograini pe,,,,r 0, Gie's Support pricing polilicies iin effect at the tine of ireimstatement. I, adjus ntz may be a lied to the annual support fee described in(j)aincil iii)above. ............................................................................. Cfr ade US Communities Software Programis Supplementall Termis and Condlitilons vD41818 1;age SERIAL 180233-RFP EXHIBIT C Initellilectuall Property Ilndernniifilcatiiomn someoneirnalkes,a claim against you or Onadle('Recipient"whlich may refer to you or Oracle depi dill" ull i which pairtyreceirveid t�hie IMaterilal),that any information,design,specification,instruction,so, ire, da or i("Material")fuirinlishedl by either you or Oracle ('Provider",whichi may refer to u or Gracil depending on whildh party provided the Material), and used) by the Recipient infra l ges its iintellect II property frights(linGluding U.S.or foreign patent,tradlemark and copyright),the P Vider wvllll indeninii Ihe Recipient againist the claurn to the extent pernmMed by III iiif the Rechpii it does the foollowing: notfie the Provider proomptly iin writing, snot later than 30 days after the ciplient receives noifice the claim; gives the rovideir control of t:he defenise, wit:hi input from Recipleint and any settlement negotiation and c, gives the I er the mnfomnsatton,, authority, andi assRstance the I wider neieds to defend against or sett e claim. If the Provider behieves a�i ,determined thiat any of the Material nizi, ave violated siorneone eise's initeflectual piropierty iriglits,th Provider may chop to either modify ,ie Material to I non-jinfringing ('whlll�lesulbstanitiallllylpTe.erviingli utilility mar functonalllity)orobta;iinalllii nqe toalliow for coinfinued use,or if these alternatives are not comm cmIlly reasonable,the Provide ay end the license for,and reqUire return of,the applicable Material an refund any fees the I ' ,,it may I paid for it. IlIf you are the Provider and such return materially ects Oracle's abillity inifeet its ois under the relevant order(e.g.,ini pairs Cina cis's ability to p oirm due to a or statement,SGhiediuile or cost irl men Gracle may, at its option and upon 30 d, s piriour°mitten olice,request termination of the order. The Provider M1111 in&jindlemnify the Recipient if ReGillpijen Inters the Material or uses,it outside the scope of use identified in the Provider's,user docuirrij tatio,n if the ReGiplient uses a verskon of the Materials whichi Ihmas,been superseded,if the infringennen la could have been avolided by iuskng an unaltered current version of the Material whiicbi was I the Recipient,or if the IRecpient continues to use the applicable Material after the end of the lice e uise that I The Provider wd1I not indenhniiifyr the Recipient to the extent III an infrin. Ment aft is, I u1pon any infoirmation, design, a s pecification, instruction, software, data, material i t fbirnisliheid by the Provider. Oracle mll not indeirrinlify you to the extent that an lilnifrin ment claim is aseid upon t�hie combination of any Matel.riall with any products or senvices ni,ot provi aid by Oracle. Or le wilil not indemnify you for ininingernevit caused by your actions against any t r I if the Oracle p , rairn(s)as defivereid to you and used in accordlance %Mth the tennis,of the or er and the Software SSTC would not otherwise infringe any third party intelliectu di property rights. aGle Will not iiiinideniniify you for ny infringement cilaini that is based on: (1) a patent that you were ade aware of prior to the effectiiv, late of your order with Contractor (puirsuaint to a claim,demand T notice);or(2)your actions pirior to dm effective date of your order with Contractor. Thil section pirovil our and Ora,cli exclusilive remedly for a infringement c1laims or dairnages., G.NEITHER PARTY ALL IBE LIABLE FOR ANY INDIRECT,1111W III DENTAL, SP CIIAIL, PUNITIVE,0IR CONSEQUIENT11 DAMAGES, OR ANY LOSS �OF PROFITS, REVENUE, DA , OR I Il CONTRACT01 S MAXIMUM LIABILITY FOR ANY DAMA GIES AR ISING 011 0, R RELATED TO AN ORDIER SSIUIED3 PURSUANT TO THESE SOFTWARE STCs,'WHETH1ER IIIM9 ONTRACT'OR TORT, 011 THERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FIE YOU I CONTR .,T01R IUiRIDER THE RELEVANT OIRDIER,AMID 111F SUCH DAMAGES RIESUILT OM YOUR USE PROGRAMS,, HARDWARE, OPERATING SYSTEM(, INTEGRATED SOFT AIRE 01R SER (( ES, SUCH LIABILITY SHALL IBE LIMITED T,O THE FEES YOU PAID CONTIRAC de US Communities Software Prolgramis Supplemental fermis and Conditions vD4181S Pale SERIAL 180233-RFP EXHIBIT C IHIE DEFICIENT PROGRAM,HARDWARE,OPERATING SYSTEM,INTEGRATED SOFTWARE 10 S 'VIIC�ESGIIVIINGRIISET,DTHIELIIABIILIITY., H. ther II. You l y inot ass orders or,give or transfer the progirainis andiforany seinrices of Harr inite tinthern toanothe individuallor entity. IlIf you granit asecuritylintefestlin the progirainizandfor lyservices deliverables, the secured pairty has no irighit to use of transfer the programs andfor )niy services deliverables, d if you decide to finance your aGqluisRtioni of programs andloir any si Wilices, you wvllll foi Oracle's licies regarding financing which are at hittlp,:IforaGle.coni,lcontracts.T foi shalli not be construed 111mit the rights you may otheirwise have with respect,to the Ljin,ui operating system, third party techniol or separate works,licensed under olpeni souirce or simillar N inseterms. 2. lini mitering llilliniitoano er under the contract, you agree and acitinowleidge t1h, you heave inot relied on the future availlabiliNyo, rmy program orulpidates. However, (a) ifyoiu or rtectinicalsupport, the preceding sentence does in t relieve Oradle of its,obligation to provide sucl clinical suppoft under the releva)nit order,ilifanidwhe,,nia i lable,ini aGcordarii Ge wfth Ora cle's amen cu!r fit tech ni iicall support policies, and (b) the preceding senten does, not change the rights granted t you for any program ficenseid under the order,per the terms o, ese'Software TCs. 3. Accessibility The extent to whiliciii aim Diracle produc is,pirior to any ciustorniz ons,capable of providing comparabIle access to indil with disaWillibes,c sm1ent withi the app1l' all provisions,of t�hie Architectural and Transportation Barriers,CompilianGe Boa standards set o6 in 36 CFR Part 1194 (known as'Section 50,,B')effective asofdluine,2001,cf.r tame Revi d version in pendlix A(known as'Revisedl Section 5018') effective as of January,2018 and the'ii r2, tent Ac ssObiliity Guideillinies(WCAG)versioni 2.0 levelll AA,respectively, is,indicated by the depenclen i s, u iniel and exceptions(some of which inlay be significant, if any)noted on the appolicable Voliunt roiduGt Accessibility Templates(VPAT)available at wvvw.o(,racle.comfuisicorpofatelaccessOi3illlity fore INm pirodiu ct�,when they are used in aGcoi with Oracle's associated docunial and other w en information, and provided that any assmtive teichnoloigies and any other products used wit, em perly intemperate withi them. IlIn tame event that nog VPAT pis availlable for a particular Oracle fmoidluct, pl , se contact the C)iracle Accessibility Program Offilce at accessible—ww@orade.coni. lin me cases,thie utcome may be that a pirodjuirA is stillit being evalluateid for accessibility,may be stheid led to meet access ility standards,in a future release,of may not be schedulled toy innaet accessibillit tandairds at a1111111. OraGl custonners inlay callit Oracle Support at ll.800 2:23 17°HI°H Hearing-iimpaired c rstonmers, in time IU.S. whio ishi to spealk to ani Oracle Support repiresentad-ve may use a teleco unications relay service (T S). IllnfoTniatlon about the TRS is available at hftp(1w)Nw.fGc.gov/c , 'Gcqlis°uime,,rfaGtaitTs.htnil,and a lis f teHephone numbers is availlabIle at https:1hvww.fCG.goWgener elecc.miniunilicat�ions-irelay-serviiees-dli ctoiry. International hearing- impaired custoniars,should u the TINS at+1.605.224.1837.An Oracle uIpport engineer willi respond to, technical issues accord' gj to the standard service request proces Oracle cannot make any comini itni,ents about futui product directions, including plans to address a c ssibillity or the avalilabillity of VPATs. Product dii hoin remaRns, at the sole discretion of (Drac5e. No ther terms, conditions, statements or any o ir such representations regarding or reiateid to accessi lity shiall't applly to the Oracle products pro deid under these Software SITC9. 4. Internet Per ocoll veirsil 6([Pv6I. Prior toy any cui mizations,the�dOiracle product(s)anid service(s)to be cleillivefeid pursuia to the contract are capable a ccom moi Internet Protocol versioni 6(111 P-w6)solllely to time e xtent deft dandnoted) initherelev t prodiuctiservicedocuini,entation available atoiracle.ccm.Please note t1hatsuc apabillities are suible to the dependencies„ comments,and exceptions (sonne of whiciii inlay The signifil t,if any) noted!I!, such documentation,and irequire that Oracle proiduct(s)and service(s)are used iin aGc rdance Grade US Communities Software PrograrnisSupplementall 7ermis and Condlitilons vD41818 Page SERIAL 180233-RFP EXHIBIT C h Oracle's associated documents aindl other written I nform atDon and that ani y other prods tspropedy in opefatewrththern. If no irelllevantproduct1servioe, do,cuimentation is found address' gj III then Ore makes no representations, as to the capabilities of the pfoduIctfservice n question to acG , iodate PvS. �dOiracle cannot make any Gorninnitnients all-m6ut fuiture pirodluiGt diir Gtions, includingi plans to c1diress IM. IProdluct directon remains at the sole c1liscirebon of OraGI . No other ternis, conditions,statements or any other such representaations iregardiiing or related to a esstblillity sh al I apply to the Oracl products provided under these'software STCs. S. IEaiport law and reguilations of the I States and any other irelev local export laws and regulations appl the proigirams. You agree that such export Illawrs gover your use of the proigirams (including techinica data), and any serwiGes,deliverables 1providled under uir order, and you agree to compoly with all sucbi xpoirt Illawvas and reigullations (including "cleemed port" and "deemed re-export' regulations).You afire that no data,inforniaton,progirarn,andloir inn, riais resulting from services(or direct proldiuIct thereof) I be exported, directly or indirectly, in viol ion ofthese laws, or will be used for any isurpose pirolhIiblite y these laws includingl,without limil on, injuiclear, chernicai, or bilioloiglicall weapons proliferation,of de lopment of missile technology. 6. Oracle, as the owner of the telle uialll property of the pr iraini Ilicenseid and the technical support serwilices,is a third party benefici of the contract and the ers for Oracle products issued pursuant toy the contract,but does,not assuim aniyof the Grade alui oflizeidlreselllleesobliligiatioinsthereuinder. 7.The Uniform Computer Illnformraabon insactions,Ac oes,not apply to these'Software STCs nor any order placed puirsuaint to them. 8. You understand tinat the Gointraclof and raGI :s business pairtiners, iiincludung any thiiind party firms retained I you to pfrowde Computer consulfin 9, ices,are inclepienclent of Oracle and are not Oracle's agents.Oracle is not bound by any aGts,of ani ch endty, unless the entity is Iprovidlingl serwices as ani Orade subcontractor winder an engagement 6 idl directly withi Oracle. 9. You Inlay order trialll piroigirams, or Or Ile Inlay clude additional progirainis withi your order with Contractor whIiGbi you Inlay use for tri , riccri-prodJUG' rl isurposes, only You may not use the trial programs to provide or attend third p , y trailiningi on t�hi Gontenit andlor functionality of the progirarns. You Ihave 30 days from the cleilivery to to evaluate thes fograms.If you de cDcle to use any of these programs after the 30-day triaalll I d, you must obtain a Ili nse for such prograrns froini Oracle or an authorized distributoir.If you deci nol to obtain a Illicense for ny pirogirarn after the 30 day triaalll period, you wilill cease I and delete iny such programs from your co pfuter systems.Programs IiGensed foir trial puirposess are provided"a is"and Oracle does,not provide tei inical support or offer any warranifies, for these pirogranns. 10. Unless othierwise ag, ed in an order,upon 45,�dlays written notice, d no more than once annually, Contractor m ay audit I use of the progirarns.You agree to irovidle reasonable assistan and access,to infonrmationn and (perm i contractor report the audit resulllts to Oracle. Any such udit sha1111 not unreasonably interfere ations. Contractor shall rnplly with reasonable security aindl safety eciudty rules") whl1le I . rasing any such audit, provided that a to the performance f the audit you malke such security rullles awaailatale to lion actor prior to the Gorninnence rat of the audit; aindl such seirunity rules do snot nrrodifyr or amend e toys amid conditions of the con act or the aPPIliGalible order. You shall be respoinsOble for paying any uncle ,id fees related to use o, he programs. Contr@Gtoir may assRgIn its,fight to audit your use of the progi rns to Oracle. Contra or may assigin its right to audlit your use of the programs to Oracle. IlIf the Contrac r assRgIns its right audit your use of the programs to Oiracle, then Oracle shall not be respoinsOble ifo any costs inci , d by either you of Contractor in cooperating vAth the aludit. /biracle USr Communlitiles Software ProgramisSuipplernentall ileums and Condlitilons vD41818 IPa SERIAL 180233-RFP EXHIBIT C 1. IJ poin termination of a program license,you are required to ciliscontinue use and destroy or return t1h Contractor all copies of the progiranis and prograni documentation associated with the termlina d lice e. 112.So e code maybe delivered as I of the standard delivery foTpaitcuilairprograms;allISUG SOUIrce code iss 'ectto the tennis of these's,oftware SRTCs,including the Miracle License Definitions d the appolica e order,the contract and the applicable pirograin documentation. 113. Progiraims, id service deliverables are not designed for or specifically intended for ise in nuclear facditiesoTothe azairclousappolications. You agree that it is Your iresponMmbliliityto moire safe use of Proiducts and Ser e Offerings dellivefables in such applications. 114. (For software (I) t t is, part of Programs, Operading Systems, integrated ' ftware of Integrated Software Opificins(oraAl uir)and(ii)that You receive froini Oracle in bi ini ary fore and(iii)that is,ficefiseid under an open source lic seth,at giivesYo6uitiiierig�Iiitto receive the souirc code for that binary,You may obtain a copy of 1 e appIlicable s,ouirc:e code from https::1 ss-oracie-coinVsouircesf or hft�p:wlwww.orac,le.coni,l.go,tolo insouircecocle. If the source code for suc software was not I to You writh the binary, You may a o,irecerve a copy of the source code o physRcal media by submilitting a written request icursuanit to the i ructions iin the 'Written Offer fof' ource Code'section of the latter websRte. 15. Oiracle's Applications Licensmig We in effect as of effective date of your oirdef and is incorporated herein as Exhibit B. You ay access the ciiu t version of the AppIlicafions Licensling Table at hfflp:/Ioiracle.Go.micointracts. 16. Oradle's ILyoense Defiinitions,and Rulles,a mncorpoi edl herein and attached hefetc,as I A. 17. IIf any document incorporated by referee ii o these Software SRTCs, including the License Definitions and IRulles and terms included andfor i erenced therein, coontalinis a provision (a) allowing for the automatic term ination of your lioense iriglh o technical support services; or 4 b)allovAingi for the autori renewal of seMoes andlor fees,the ,such irms shaIll not apply. acle US Communities Software Programs Supplementall Termis and Conditions vD41818 Page 7 SERIAL 180233-RFP EXHIBIT C OIRACLE ILIICIENISE DEFINITIONS AND IRUILES v1201117 The � lom-ing are Orsile's standa[H License Definitiouz aind Rules,some of w:hkh by theirrery nat , �may not app -to the Orsile products and semices in your Order. NeTertheless,the definitions for the to it enumera, herein shallo Control for fare purposesof any order for Oradeproducts and?ursemi:ce— tYrade US Communitiles Software Programis Supplementall Terms and Condlitilons vQ41818 Page SERIAL 180233-RFP ORACCLE ORACLE SOFTWARE PROGRAMS Aili SERVICES US COMMUNITIES SUPPLEIMIENTAL TERMS AND CONDITIONS V10328119 THESE ORACLE SOFTWARE PROGRAM ANDfOR SERVICES US COMMUNITIES ("USC SUIPPLIEMIENTAL TERMS Aili CONDITIONS CSOFTWARE STCs ) SHALL APPLY TO, THE ORACLE SOFTWARE PROGRAMS ANIii SERVICES T14AT YOU ORDER FROM THE CONTRACT HOLDER (THE "CONTRACTOR"'). THESE SOFTWARE S�TC�s SHALL TAKE PRECIEDEINCE CV'ER ANY COINFLICT111i TEIRMIS IIIH ANY NOIN-011i ORDER OR ORDIE11i DOCUMENTATION. THESE SOFTWARE STC�s ARE CONSIDERED PART OF THE SCHEDULE OF SUP'Pli EIR VICES IN YOUR ORDER TO THE CONTRACTOR. A.. Deflinittions 'i`Cki"and"Yous'nefers Icithe on-lenng actr0tythat has ordered programs,airridJorservices ffronnain authorized disthbuitair f'Corilractar')Under t1i"Jer contract. The term 'ancfllary prograrns" refers to third party materials specified un the program docuirnientabon whJch may only Lie used for the PLU'POSes, of instaflmg or operaung the Iprograms with which time airicillasy,priagiraims are delivered. The term"'contract"irefers to the Contfactar's US Com muntes contraot. 7he terrin"prograni dOLL111111e.1ritation'refer rs to the program user Mal'I'Lial al'Id program instalialloarri manuals The term "programs' refers to the software. Iprodiuicts owried air distributed by Olradia Which YCKLI Ihawve ordered,i ram dCAD11irtilentai and any program Updates acquired through tPohnioal support. The team""services"irefers to annUall technical support services vAich you have ordered. B. Riighfts Granted Upon Contrac-tor"s a,,Doeptance.Of your order.,,YCKU have the niar-exclusuve, non-assignable, loyalty free, perpElLial (Unless otherwise specified !in YOUir order with Contractor), irinited right 10 uaee the PrOgl&MS and receive any services YOU ordered salkelly far yoLlir Internall ordering actiwilt�y operations and subject to the terrins of these, in4--luding the Oracle 1-14,,ense Definitioris airld R LlIeS,the order,,the cortraot and the program docummentatiori You may alklow you,,r agents and ccnt1rac1Cr5(ili'liClUding,,without 111knirliation, OUSC,Llirceirs) to Use the programs for this purpose and -you are respons,lle for their compliance with these Saftwaire STCs, nd'Liding the Cira.,de License Definitions aired Rules, the order, the convaict and the program documentation in SLIC.1h Use. For programs that are sper-ftally desigiried to alklow your �Mstomairr and SUIPi to linteract withi ^pu oar the furthesance of your kriternall bUG,ineGs operations., swish was!is aflowed. Drai us commuinitiEs softwaire,Prograimis suppleirrientail Terms and condiftibils vD32819 Page,-I SERIAL 180233-RFP EXHIBIT C C.Ownership and Restriclioins (D-rxole or its licensors retain, aH ownershilip aind rnmellectual property rights to the programs.. Ciracila retains ally owneirahltp and Inteller-luall property Frights to anything develljolped Iby 0iraolle and delivered Llindeir your order resu,iting from services. You may make a SLIM Cilelr1l inurmhi,eir of copies of ea)--h program for your licensed use and one copy of each program niedla. Third party technolliNy that rnay The appropriate or necessary for use with soinne 0,ra)-aie programs is spscirfiad !in the program dMilInlentatian. Stich thll,,,rd party teclhnzollogy is llicensed to YOU Under the terms of the third 1pairty technology(license agireeirriem specified !in the prpgirairri docurneinullon and n,ol Llindeir the terms of the contract or these Software- 3TCs. You may MM� use the programs in a rental,timeshanng,5 Lilbsu-,n1pticri se,rwilice, hosting or oLdsourcing r,ap'aetty remove or modify any progirairn markings or any notice of 0,razie"s or its 11"icensors'iprolpruetary nights; make the programs or nialenals reSLI116rig from the servioes awalljahrjjer ll,,,n any maniner to any third party fiar use in the third party au-siness operators funless sLICh&", ess !is expressly perrinived for the specific:program license or im aterialls from the services you Ihiave arqlllsed); oaLlse or Ipernniit reverses englireerInfg IlUnJess required hry Ilaw for iirteirojperahrlllity), disassembly or decornpliation of the progirainis(the foregoing pirolhilbitior Iinoiudes out is:not irnited to review of data struMires or sirrillar materials prcy.luced lby prpgranns), aperabng system oir integrated software;or dlisclose reSLJhS of any pirogiraim ibenrchri&rk tests. D.Wairrangies,Disclaimers and Exclusive Remedies Far the salke of chanty, this is the Grade mi&nLlfa)--tLIireir`s warranty; ne-vertheless, it Shafl be aAccessed by you through the Contractor.. I31ra',-jer warrants that a program licen-sad to youi will operate in all rn atenall respects as describ,ed uinn the applicab4e program documentation for one year from dell,very(i.e. via physical shipment or elliervoinic download . YaLl must niotfy Oracle of any pirograirn wairranty deficliency withiin one year ffroinT delivery ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROIR-FIREE OR UNINTERRUPTED,OR THAT ORAC LE WILL CORRECT ALL PROGRAM ERRORS. ID'ra',-Jer also warrants that services will',l be provided in a professionall manner consistent with linoluzstry standards You must ratify Oracle of any services warranty deficiencies within 190 days from performance of the deficlent services. FOR ANY BREACH OF THE ABOVE WARRANTIES,YOUR EXCLUSIVE REMEDY AND OIRACLEIS EINTI',RE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IIF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY EIKI) YOUR P"RiGGRAM LICENSE AND, RECOVER THE FEES PAID TO, ORACLE FOR THE PROGRAM LICENSE DISTRIBUTED TO YOU; OR (B), THE REPERFORIMANCIE Of THE DEFICIENT SERVICES PROVIDED BY OIRACLE;;OR, IF ORACLE CAN551NOT SUBSTANTIALLY CORRECT A BREACH IN A, COMMERCIALLY REASONABLE MANNER,, YOU MAY END THOSE SERVICES AND RECOVER THE FEES PAID TOORACILE FORTHE DEFICIENT SERVICES PROVIDED BYORACLETOYOU. Oracle,US Communities Software Programs Supplemental Terims and coindiitibris v032S19 Page 2 SERIAL 180233-RFP EXHIBIT C TO THE EXTENT NOT PROHIBITED BY i THESE WARRAIII ARE IEXCl AND THERE ARE NO OTHER IEXP'RESS OR IMPLIED WARIRANTII OR CONIII WITH RESPECT TO THE ABOVE IITIEIWIS, IINCLUIDIING ANY WARRANTIES OR CIDIUDETIONS OF MERCHANTABILITY AMID,FITNESS FOR A PARTICULAR PURIPOSE. E.Teci SuIll 7eoh,nical support consists of anInViLial lecri riu i services you may have ordered or wilily order for the programs, uincluudiiing support renewals. Support must The ordered joursuaint to a va[d End User License Agreement such as these Softwaire STCs Bug fixes, SrerLilrity I and any updates received shall) The i under the le,mi of the licen"sa agreennent that You accepted upon ordaining the programs. If ordered, airinual technical sui (inoWding first -year and all SUbSi years) for pirlogfams !is provided undeir Cradle's teohmoall sul policies iin effect at the time the se-vices:aire- I The teci support pollicies., incorporated I are Subject to change at Oracle's discretbir; howeveir, Cradle I changes willi,snot res,L]h in a material reduction lin the Ievell of services 1prowided for supported programs duiring the I for which techinical support has ibeer,ordered YOU shOiLlIld re,wrew the I i to entering unto ari order for the applicable services. You may access the current'versloin of ther technical Support I at httpJPwww T r he technical suploort i state that, "globial customer support services afrid systems:ain-- not designed to accommiodate, specia,l secunny controls thial irna.,y be required to store or process certalin types of sensitive d3t3r" Accordingly-, as stated in the technical SUPI I You agree not to sul any I payment carol, of other controlled or sensirve data that require prolecton-s greater than those si ll,,,n tiner (Dradle Glalball Clistamner Sluploort Security Fracdoes to Cl as part of any 5'&Vjoer reqUIestr software Update I & Support for any SiLli techinical siLlIppOrt Offel'ing 10 Software Update License& Support,"SULS')acquired with your order may be renewed airrivafly through a irueseller that its expressly authorized to d]Gtrii SUI irairawals 7he oircb--r wth,Cointracar willll SlosOffy Your S-JILS fee fee the" first renewal year should You renew SULK for the same nUihber Of iren-ses fair the sarne programs as eDointaiired in the original order; the fee for SULS for the second renewal year w411 not iincrease I more" than 49*over the prior year's fees. IIf'fOW elea not to purchase teci sul at the time that the program is ordered, then YOU imay The irequufed to pay reinstatement fees !in acoordance with (Draole's technical support jockmD4s in effect at the time of irueiiinstalenient if you decide to pUrr.1hase techirm-all SiLlIppOn at a(later date. Tecl sUIPPOrl fOf programs is effective upon shipment of tairi media or upon the effective date of the order rf shiprinient of tangible media,is not requrrexd Invoices fair tedrimical siLlIpi services sire))) The siLlIbrinitted by Contractor oin a,quairtei1y basis (unless onlinerwisa speoffied iin the order)after the completan of such I Notwirthistaindrig an-ohing in Oracle's technical support I to the oontrairy, you may dscontriva teci support at the end of any current teclhn icall support term and, at any turrer thereafter, reinstate technical Sul Maya eXeCLiting air order ff,01 SUch services. wrthi L;ointracttor If you decide to reinstate technical SLAPIport, 'you MUSt pay a, reirstaternent fee. The ireiinstataenmeent fee shall be the arriGuirit that would Irawne beech i I the ordering activity for the past support I I techirical Support not alpsed. lin addkuon to the remstaternent fee descrilped in the preceding sentence, YOU must pay the" teci suppoint fee I the new support pedcid.71 technical suploon fee for the new support peined. !is ooiryil as fol,"Jows: (11) if tecri support Ilal then the teci suplooint fee Fair a Twe4ve irinonth siLlIpp011 I si be the last an,nuall te-ohnil suploort fee.-you paid for the relevant program:;;(1111)of You never aCqUilired teci su p1port for the rellevant program,then the an,nuall techirroal support fee shall lber the fee that would have I cri if support had been ordered orighally fair the ireellevant progranT per Oracle's Suil I i uin effect at the time of retristaternent. Renewal adjUsari may he al to the animal su i fee described un 6�and 61)al Drade,us comrinuinil softwaire,Prograims suppleirrientai'l Terms and coindritibits vD32819 Page 3 SERIAL 180233-RFP EXHIBIT C F.11nifellEectuall Property lincienirniffloationi If semneore mikes a claim agairst you or Oracle ('Recipient' wNoh may refer to you or Oracle depeind'irlg upon whJch party received' the Mat-riall), that any iiinforniation, desilgin, speaffication., Instruotliar, software, data,, or niateribIl("Materiall')furmlshed lby eithe,YOL or 01racle ("Pirovdeir", whicah may refer to YCKLI or Oracle depending or whJoh party prcyvided the Material�,and used by the Recipient !infringes its iintellsictual property idgms(including U.S. or foreign patent,trademark and copyright), the Provider willl indeirnnify the IRecinpuent against the claim to the extent pe-mmitted by Ilaw of the Recilpiem does the following! nwiftes the Provider proinilAlly nin wrting., not hater than K days after the, Recipient;recel,wes nonce of the cfalrn; gives the lProvider control of the deferse, with i1rIpLit from Recilpienm, and any settlemenm negotiations;and gives the Pirov�der the Informatior, 3101harily, and assistance the Prewideir ineeds to deferd agairrist or settle the olairn. If the Prorvyler belleves or!it !is determined that any of the Material may have wlola.ted someone else"s Intellectuall property ngts, the Provider may chic se to either modify the Material to be rion-Intinging (whiille substantially preserwing sits utility or functionality)or olatalin,a,license to allOW for lntinlled use,or !if these allernalives are not reasonable,the IProvidesr may end the licerse for,,and reqUilre return of, the apolloalble Mateinal and refund any fees the IRecnpuent may have paid for!it. If youi are the Provider ard such return materially affects Oiraol14`s ability to irrieel !its obligations. under the rellevant order(e.g., irnpairs Oracles alo,1111y to perform due to a worlk statement,schedule or icavimpact(, then Oracle irray,at its option and L1101on 31D days prior written notlkce, reqUE'St term!!nation of the order. TINe Provider W111 not Inclemirify the Ractpient!if the Recipient afters.tfie Mateinal or uses!it outside the simpe of use dentfled in the Prov der's,user doouirrne,ntavan or if the Reclipiem Uses a version of the Materralls whJkch has been superseded, if the irfringernent claim could have Ibeen avolded by using an unaltered Olirnenl version of the Material whlsh was prowided to the Recipient; or if the Recipient oorttnUes to Use the applicable Mateir4 after 11he end of the license to use that IMatesrial. The Piroroder*111 not iindernnify the Reciplent to the extent that an iinfTingernert claim 1-s based upon arty ninforrmradon, design, spe,cification., u.nsttructon, software,, data, or matenall not ffwnJshed hy the Prowider. Oracle w1111 not Incleminify-you to the extent that an irnifningemterit idalm is boased upon the combination of any Mat-nall with any prod'LICAS or seirvoes not provided by 0,raole. 0irar1le w1111 not inderninify YOU for infringement 0-iused by'PLIir a)-atians against any third party if 11he.Cradle prog,ram(s)as delivered to you and Used in accordance with die terms of the order and the Software 3TC-.s would not othermse, inftirge ainy third party umellectual property 6jhts. Oracle w ll not ndern6fy YOU for any rfmngement olaim that fus based QM: (1)a p3lerl that YOU vb--rb--made aware of prior to the effereve date of your ordedr with Cortfa,--tor {pursuant to a,clalini,demand, cr notwle);or(2)YOUIr actions prior to the effecIlVer date ofyoUir order with Contractor. This section provides You and Oracle's exallusive inurriedy for any iii1ringement claims or dafniages. G. NEITHER PARTY SHALL BE LIABLE FOR ANY [MIDIRECT INCIDENTAL, SPECIAL,,PUNITIVE,OR ,CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVEINUIE, DATA, OR GATA. USE. ,CONTRACTOR'S MAXIIMU,M LIABILITY FOR ANY DAMAGES ARISING GUT Of OR RELATED TO, AN ORDER ISSUED PURSUANT TO THESE SCFTWARE STCs, WHETHER IIN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUINT OF THE FEES YOU, PAID ,CONTRACTOR U1N,,DER THE RELEVANT ORDER,AND IF SUCH DAMAGIES RESULT FROM YOUR UISE OF PROGRAMS, HARDWARE, OPERATING; SYSTEIMI, INTEGRATED SOfTWARE OR SERVICES,SUCH LUABILITY SMALL BE LIKITED TO THE FEES YOU PAVD CONTRACTOR FOR Oracle US Communities Softwaire,Programis Supplemental Terints and CaindWbnsv032819 Page,4 SERIAL 180233-RFP EXHIBIT C THE DEFICIENT PROGRAM,HARDWARE,,OPERATING SYSTEM,[INTEGRATED SOFTWARIE OR S EIRVIC ES GIVING RES E TO,THE IL 1ABILIFTY.. H. 0ther 1.You innay not assign orders or give or transfer the iorcigirams andiojr any services or an interest kn them to another liindiridural Or eIntity. if you grant a, security interest in the Iprograrmrs andjor any services delliverah4es, the Sr--Ulired party has no iriglhit to use or tfarisfer the programs andjor any servuDes delirverables, and If YOU deoide to finance your acquisition of programs andlor any riairOces, you W,11 foliiow 10irarlie"s policies iregaird,rigfinaircing which areas The fore-glairig s1laIll not be con'strUed to Ilimill 111ne frights YOU May 011hEIr-WISle Ihave With respeot to the ILinuux Opar9fing system, third party ter-hinallogy oir salparate works licensed Under open source or similar license terms L lie entenng into an order under the oointfacrt,you agiree and ajo-knowledge that-you have niol re-111jed con the future r availab!Uty of any progiraini or Updates. However, (ap If )ADU order technicall suppam, the preceding sentence does not relieve. Oracle of Picts.o1bligatiern to provide such leohniCall support Unler the relevaint order, !if and when avallaLe, um ajorordairce with 0,raicie's then CLUrrent techinical support policies, and (b)the preceding &entenop does not c1hange the rights granted to YGL1 for any program licensed under the order,per the terms of these Softwaire STC s,. 0. Aacesslibldirty The extent to which airs Oracle ipiroduct is, prior to tinny custommations,capaole of providing oanipara[:rJjer accass to iindIvIdUaS with disabiciities consisteirit with Ilia applicabi4a provisions of the Archjtecluxaa aind Transportation Ban-Heirs,Cornpl,ainice Board standards 5el out !in 3:6 CFIR (Part t 194 (Knowin as'Sewjon 508')effectrve as.of June,20,01,or the Rewised version in Appendix A(known as"Revised Section 50,3") effectrve as of January, 20118 and the'Wed Content Arcesstillay Guidelines(WCAG) version 2.0 IFvell AA,respectively, !is iindicatprJ by the dependencies, comments and exceptions isome of which May be s4g,niftrairt, if any)noted on the applicable Voluvary Product Aocessibiflity Templates (VFIAT)available at wvm for eaji--h product,when they are Used !in accordance with i3m,cle"s associated documents and other written Ifformation., and prowided that any assistrve te-chnoilog,les and any other proludts used with them properly nnteropmerate wv.1h therm. IIn the event that no VPAT is avallable for a particular Oracle product, plea-se contact the Oracle Aosesslip4ity IPirogram Office at accessiblIe. wvW&qor.arii-e.com. IIn some oases,the OUICOMe may The that a product!is still being eVakmled for ajooessud&Ikuty,,rn ay be scheduled to meet accessilip[ty staindairds in a,future release,or May not ibe Schedliked to meet azoess,liblity standards at all. Ciraclie custonneirs may caul'Oracle Support at 1 800.221,A71 t. Hearing-1,mpalired custanners iin the U.S. who wsh to spealk to ari Oracle Support representative May use .3 IeJeCOMMUn!Cations relay sairvre (TRS) linfoirmation about the TRS !is availaUle at htlp Alwww fee and a clink of tPlelphone inuimbeirs is availah4l at httpsJ1'WWW Inlerinallonall hearing- impaired IoLiviomers s,houkl Use the TRS at*1 505.224 te,37. An Oracle Support e,rigineer w1111 respond to techKcall tissues acoardning to the standard service request prccess 0,racie cannot irnalke any vaininiltitner(tE about future product direccons, nQ1111ding iplans to address aocessliblity or the avalklability, of VPATs. Product direction remains at the sale discretion of 0'ra)--ler No oiIII-eir terms.,, con6tion-5, s,talernenls or any other such representa dons regarding err related to accessibility shall apply to the iD1ra'cjer products provided uinder these Softwar�- S7Cs. I. [nitemet Protocol vleirsibn 6(1Pv6). Pinar to any oustommatons,the Ciracle producifs)and service(s)to be delivered pursuant to the contract are capable of accomitiodating lintemel Protocol vers,bin 6(11PA)solely to the extent defined and noted !in the rele-vairl produrVsren,00e,docuinnertatcri available at oracle com. Please note thial sLchi cajdalpilibes are SUID,JeCl to the dependencies,comirneirits and exceptars fsome of which may be significarm, if any) noted !in such dOCUmentation,and require that 01raCler prcx:]Lvnts)and sproce(s)are used iin azzoordance Oracle,us Communities softwaire,Programs Supplemental Terms,and Coindir:ibris vD32819 page i5, SERIAL 180233-RFP EXHIBIT C accommodate Pwi Oracle caninicit male airy vornmItments about fUtUire i d',,rer-foars.,Iinucliu-Ung plars, to address, I1Pv6. IProduact direction reini&lns at 11he sole discretion of 0,rare. INNo other terms, coridituans., SiUltennerts or any other SUch representations iregaandin,g or related to, aDoes;sJi lily shall apply to the Oracle products i Urideir lhes,e,73aftware STC s. 5 1. Export laws and regulkors of the UnJi States and any other relevant 11unnll ex.1part aws and, regulabons apply to the programs You agree that SUchi expairt laws gOVerlri your use Of t1`1er prograrns (in,cluding teci data)�,aired'any services deliveiraloes provided under your order, and you agree to comply with All Stich export haws.and regUlallionS(lincluding 'deerned expon' and. 'deeirned re-ex.loorf regulations(. You.agree that ono data,umformratuion,prograinT,an&or inTatenals re'SUICng from services far direct product theireof)wilk]The exponed,d rectly or indirectly, Iin violatlan of 11hese aws, or wilk]The used for any purpose pirolhilibited i these laws in10ILJd7li Witli'loUt Ilirutatiloin, nuclear, chennVcal., or bliollogicaN weapons proliferation,,,or dieveloi c,4 misslie,leci 6. Grarle., as the owner of the inte.11"ieCtUall projoeirty of the program 1111censed and the technsoal SLIJPi sairvides, !is a third i beneficiary of the ccritract and the ordesrs for 0iricke prodILICtS!ISS.Lied i to the contract,i dies snot assurne any of the Oracle aili reEal,eir's obligations thereuricleir. 7.71 iLl6forn C131rini informabon Transactions Af-t does not apply to these Software STCs inor any oirder placed joursuarl to them. 8. You understand that the Contractor and Oiracle'y. dusiress partners, InCkiding any third party firms retained by you to i computer Consulting ssrvmes, are Indepandant of I3raj-_jer and are not Orajale`s agents. Oracle !is inrot bound by any arts of &ny such eridly, Unless dhe enmity is pirovnding services as an Oracle sub4mintractor under aim engagerneint ordered directly with 0iridler 9. You may ar&eir trial programs, or 0iraclae rnay inoluda addifiloinal progirairns with your ar&eir with Contractor whichi you may use for liriall, non-prod=lion oUi only, YOU may not u-,r.,e the trial programs to provide or avend third party tralinling on the content anq.Vor functionality of the progTaMSr You have,30 days frorn the delivery date to evaluate i progirainTs Iif uai decide to use any of these programs after the 30-day trilall i you MLIV,obtain a Ilacense for SLICh(programs fronin,Oracle or am authonzed disvilbutoir. IIf YOU 6ecicbs-nol to oi a.(license for any program after the 3D day trial i you willll cease us-ling and delete any such prvgirairns frcrm YOUr COMPLAer.systems. Programs licens,ed for tinall purposes are prov,ded "as li-e and (Dracle does not provide ted-ii support or offer any warrai for i pirograinis. V G. ]Unlless otherwise agireed !in an order, upon 45 days written ratire, and ino more thain once annually, Contractor may audit your use of 11hie progirainTs.. You agree to cooperate W11JIi Contractor's ai provide ireasonalole assistance and access to unfrirmatiicrni and permit Contractor to report the audit results to Oracle. Amy Such audit shalll not unireasonaNy !interfere v&h your normal business operators. Contractor shall] oaryiply with ireasonalble ser-uray and safely rules, polices, and procedures ("SaCllirity rules') whl,e. perfornning any such audit,, provided that SLIC1`1 SeCUi rules are appIlicabla to the perf6rinnarce,of the audit; you make such security irulles arrraullalblle to Cori pinar to the ,mimrnenoenienl of the audit and such security rules do not modify or aimend the lerinns and coridituans of the contract or the api order. You shaIll The irrespons,ulhlle for i airy Underpaid fees related to uise of i Iproi Contractors immray assign its irigahrt 10 aWdlit your use of the progirainis to Oracle.Contractor may assigin its i to audit your use of the prcqrams to Oracle. If the Coritractar aSSIgIMS its ing"ht to aUdit'YOUT LISS of the(programs to'Dracle, then 0,rajole shall not The ireslponsubNlle far any costs iIncuarred i e.11iier YCW Or Mont liar cooperating with the audit:. Oracle us com5rnuinifies software,Programs suppleinnental Terms and coindiftibits vD32819 SERIAL 180233-RFP EXHIBIT C ri I. Ujipcn te-rnrl Of a p1rograrn 110elrl5e, you are reoLikred to disncmdrUe Lisle and destroy or return to the ContraAftoir aill oL,oas of the prograrns and program documentation associated wth the lerminat-d 11,,,ucerrse. fry'. Siouree code rnaybe dellveired as part of the standaird dell fiar particular programs; aill such source cade !is suhect to the terms of these Software STCs, including the 0iracke l Daflnitiors ano IR Likes,the&PIPIll order,the contrarn and the applicable pirograina docurrr enlation t3. Programs and service delliveralbles are not designed for-or specifically intended for use in ruclear fadlities,err other hazard&LIS a1ppliCations You agiree 11hal pit is Yow ireslpernsiitauiity to ensure safer use of Products and Serwice Offerings delliveralbles !in such applicabons. A. For software (' that is part of Programs, Operating Systa.irns, nt-graAsd Saftwaire or ints-grated Software Options (or ally foua) and (1,i) that 'eou receive fraim Graole !in binairy famn and fill!!) that !is kicensed lunder an open source [CeIMSe that giVeS You the lrnight to receive the source cade fair that binary., YOU may albtaun a oojpy of the appliGalblem s43urze cMe frorn hLtps-)hDss oracle rnanroscarcesr or if the sQuiree code fforSUC1`1 scyftwarerWa,5.not Provided to You with they binary, You may x1sz,receive a Voliby of they sousce code on physoall media by S.LibrTlitting a written MqUeSt pursuant to the Instruc-tions!in the Written Offer for Sourve r_0oer"sel of dhe Ilattesr we'loste. t5. Oracle's Aloplicatiors ILfcenslng 7able. !in effect as of the effeictrve date of yous order and !is incorporated herein as Exhillok Ar YCLJ may access the current version, of the Applications Licensing Tablis al 17n.p�lioraria.conilcortracts. rill Oracle's License Defiritions, and Ruies. are incorporated hereir. You innay acces..9, the cwrent weirs ion of the Licerse Defiinkioirs ard Rides at http:Porad,e coWcorliricts. t7. If any dcoLiinaenl incorporated by reference into these Software STCs, including the License Definitions and IRUIeS and terniis indil arl referenced therein, contains a provision (a)allowing for the autornatc termlnaton of yCrUir license riglns or tsohnucail support servioss„or(h,)allomrig for the autpirnato renewal of services an&or fees,ther,such terms s,hall rot apply. Drade,us Commiuinil software,Prograrns Surppleirnental Terims and coindirtibris v032819 Fade-7 SERIAL 180233-RFP EXHIBIT C EXHIBIT A APPLICATIONS LICENSING TABLE h#h:H ar .orad,e cnurtiaisu''co,rlp�orat �contracts Oracle reserver the night to periodically change the imufor¢miatiorcn pre euted on the web,,ite pro"w-itled above—?a l inuforraaatioau on this ttaebute i N pmoaialled"a—is"rritluowt warranty of any ny lund,either express or inmipLied. Grade tUS Communities Software Programs Suiloplemental Terms and Conttittiioins vD32819 Page 8 SERIAL 180233-RFP RA C License 'fi\ui�6 onsLandE Ru'l es ,finili.nsa LicenseAlerrics SM.Aunua]Trani, etionVolume: is defined as one mi2hon U.S.Dollars in all purchase order-,n=acted and al uctionsconiucted through the rh-acle , Lange MarhetpVace by YOU and others dw-ing the applicable yearn of die OB icVe Excliann farketplace iicense7 regald2eaicfwhether stuck,au tmcn mesrwVt uu a ptucluase order,puomided tlr nt au auction reatrltrug in a p chase oidet shall only be countecl against the " uml Transaction Volume once. ApphentiouNfodule: is de d an a Program used by You on a single oz multiple computer-,. SNii.u .ALppli,c,ition .Jinuu,.,i,IRL,i- u@i asciefined as one mfflionUS Doll;ir,, exchichngta ,, pm-ocL-,,,sedtlu-auglitLuLVicensed Pi-op-am. Foi fh-acle Self-Str%-ice F- illmgproducts7 the Annusa2 Re-venue is equr.-alentto the tat invoiced amount for a12 company accounts that have at least em ol]e sear per billing petioci .Application Develope& as defined as a s are Pro grain deve➢oped by You that op z tes on smart-phones andor other end user device-,and that(r)prui-ades end usen vraha es:to content w(ii)pro'%-id,*s end use.s with end user transacbonenabVLuieun or(ni) othm-wise enabVes use by end user-of functions yaflabVe t1irough the Chacle nm- e Propam. .ApplicMijon Uier: n defined a,an individual aut Eized by You to use the pphcab➢e licensed application Piopanis which are insta Lled on a surgle serveB or on muklp➢e seixve�rs reg: -tlless of whetlaeB the drriduaV r,acb%,e➢y using the Programs at any gi,.'em time. If You heeme the Ch acle Self Ser%-ice Work,Req st option in co ' ction with fh-acle Enterprise Asset Nf anagement,You are required to maintain licenses fm the equn,-i2ent nUM : of Applica, n Users licensed and You are granted unhmited access to initiate woEk requests, i-iew woik request starm and%,-ie , schedu d completion date- for Your entire employee popudation, Application Usea-s licemed for OB ac]e Order Management are a A to manually emea orders directly into die Pro prams but any order-entered electronically fiom other sources must be hcen-,e eParately. For Oracle Sourcing,Oracle Rlsacn Sourcing.,Oracle iSupplier Portal,, Chacle Fusion Supplier PortaV,, fhracle Se ce Procurement, PeapleSoft eSuppher Conneenon- PeopleSoft Strategic SOLLIcing, Peop➢eSofi Supplier Contract lAzinagea nt and Ednrartl, Supplier Self Sen-ice Programs, use by Youa external supplier is anchided vath Your appheathion user tenses Fog he ptirposes of the Oracle Financial Services QperationaV Risk SoVufion Proyram,,employees who are just conttralb g,information the Program via the applicable Mar urtLrface shall not be countecl as application userms .Application Read-OuIT User. is defined as an i rviduaV authorized by You to in only queBies oi reports against the application Pi-op-am for which You 11aVe also acquired no�n" d-onlyheen7e�s,Legaz-dle:ssofwh xtLiecndii-Ldual�isact3x,ellyuLingtLieP2-Gpiu3:, at any given time. Case Report Form (CRF)Rage: is d d as the'electronic equivalent" of what wo d The the totaV number of physical paper pages initiated remoteVy by the Progra, (measstred expheidy m the Program is Receii-ed a CoUection Instruments)during,a 12 month period. YOU may not exceed e Licensed number of CRIF Pages dining any 12 month eriod,unless You acquwe adchtionaV CRFP'age licenses from Chicle. Cliascis. as defined as a phys al enr:]osure contzinmg;hardware. Foi the purposes of the following opaur,: O�racVe Fabric Nfamager and ChacleFabrac Mlouitor,only the cLursis(.a)that contain iietworkinghaidware and fb)tha Be tziaiiaged by the Program must be counts' or the purpose of deteimming the numberofhcenses required. Client.-ILP'Plic"I'tion aderClieut. :iLdefinedasade-,-icetLat receives its configuration fi-omaclLentappiic onseii-ea. COU"aboration ogrnmuserm as defined as an ullvadual audiarizedby You to use the Propaursixhich are ins lied onasingle sai-ver or on tiplL servLrs rL gm dEess of whether the uichiidiral ins act3%,L�y using the Programs at any gii-en time. , the purposes of counting nd licensing the number of Beehive Synchronous CollaboEation users. a CoHaboration Program User vshmmu Your company >defined as a user able to initiate,of host.,a web,conference and also participate in a web conference:aU pat ipants m the we onference extemal to Your company and attending a web conference are not requin--cl to be licensed Lacense-Deffaitims Bud Fli]ei-,�'05 3 V V S-US-Ell-G Page 1 of 23 SERIAL 180233-RFP ,ompensated Individual: is defined as an individruil whose compensation m compensation calculations are generated by : � xams T'he tenn Compensated iudividual imclude:s,,but is not limited to,,Your employees,contractors,mtimes,,and any er Per:s . Comput . is defined as the computer on which the Programs are installed. A ComputeB license allows You to use :licensed Prop-am o single specified computer. For the purposes of Computer heemses fbi the Ch acle Health Science Bite;- hon Enpire Pr-op-aml, a c 1 1 1 cation point is an nite2face to an input system (e.g_ a clinical Labo2atory system an a hospi or healthcare selting)o,rtoan Caucurreut'Usei: is defined asfii-econcuu-z-entuseT:s7n,,h)eree-,teLiCo�neurientUserisanmdlin idual who i authorized by You to access the Program co uiTently with other individuals at any given time.. Concurrent Conziecdon. ,defined as each connection to a SerductDatalink. A Serduct?Datalink-is efined as an interface that rendei-s the Infor sofmware op -able,for use pith Micros Applicaborn. CoucurreutUseri is defined as ch LndivLdual that may concurrently use or access the Progg s. C onL urrent Users shall be onlly customer:soE�prospect3veciulo,mers Murs,and sh;LH�notlbebus3MesspartMer:s,,DE-e.MploVe DfYGIM Connected Device: is tiefined as each slue tievace(a)that transmits data to or recen,,e; ara fi-om Ch acle application Programs m Chacle cloud services and(b) that does n re+ltLlre any h=3nanteBactionorhiuntn put to execute Chacle application business logic or to update Oracle application tables evices include,,but are not limited t ,:sensors,,meters,RED readers, and barcode se3imen. Devices may be connected dixecQ to Chacle application Programs r Chaele cloud servrces7, oi may be connected indirectly to Chacle application Programs or cle cloud servaces t1irough a 3tEW2V device or a thn-d-party communications sea-vace. A tievace may The umquely identified as in,.-the emdpoint of co z uLacation of data to or from an Oracle application Program or an Oracle cloud service-m nury The uniqu - adentified by its e, , cif registry-with an Chacle application Prop-am or an Chacle cloud servLce. Connected Instance: is defined as the config-mation betwe fh-ac Policy Automation Connector for"ChacEe C I FLN'f On Demand and the Oracle CF2w1 On Demand rnstance's web servLce en p For each fh-acle CRNI On Demand instance:so configured,an additional C I onnected Instance is requin--d. Couiae-efori is defined,a,each connector connecting the to rare pro ct with a th32-d party product- A unique connector is required for each Istnict tEu-d party product that the sofi-ware pro ctisrequiure omteBface. Counec,torPack.- is defined!asa collection ofcame arsas specified oil th ragram DIMumentation for the applicable Connector Pack, There is no Imutation on the number of phy- al servers on which any o the connectors in the pack urzy The copaed,,installed and used. SM Cost of Goods Solda is defined as one lhon U.S.Dollars an the total cost of nentor-Y that a conTany has sold tiuriirg their fiscal year. If Cost afGocas S old asunk vn to You then Cast ast of Goods Sold tLtiall be ra.1 to 75%of total company rin-enne. CPU. as defined as a c1iip tLiat conta a collection of one or more cores on wELCh the Props is numing. Regardless of the number of cores,each chip counts as I CP Custom Suite User. is defin is an nidivaduzl authorized by You to use the application Pro, itir, included in the applicable C I ustom Applications, Suite ch are installed on a single server or on multiple servers- regardles of whetheB the individual is activelly using the PrDg-r - at any given time- Custmneri is define s the customeB entity specified on Your order. The Propams may not be used or a gessed for the bun mess operations of any th party,including but not lim ted to Your customers,partners,or Your affihates. There no limitation on the numberofcompu -s on which,such Programs may be copied,,=talled and used. Custmner-A ount: as defined,as each unrque C I ustomeB Account, designated by a unique account number,For w cl1 the biIng, informatio s managed or displayed using the Pi op am,,reg,3rd2ess of the nUMbeB of indn-rdual account holders assocaa dwrt.11such accounts. 1,cease�_Deftmdzus 2nd Flfles-vM-T R R S-US-ENG Page 2 of' SERIAL 180233-RFP racle Crustorner Data &Device Detention l4erv:ic,e: is defined as a semv,-ice for which the description may be flannel in t Te cal Support Policies section(Chacle Hardware and Systems auPPort Policies) at �c s"' , ................................................... r urLc rw,t and uu^hu is incor ratedibyrefLrence. C ustarne, ecord: is defined as each unique CLLitomner"Record(mcluduig contact records,prospect records and recorel<- n external, data sources that You may access using the Program. 10„000 Marls-Av age'Trans,octians: is defined as ten thoursand unique tm ansactions(mcluding but not lurnted,t sales tuan fictions,Yet= -an.yactrony,erxha:nge banzarctioua.,loyalty transactions,deal transactions,gift ward tranda .ons,inventor-y tmarizactiow,petty cay tuaruactions-and adm irrutmative trarr,actiarris)that are processed by the Prop-im in a nee 24 ho,un period. The darly tran-smtion vo e is calcumlated as the dailly,avrem°age over the prior 12 month petiod.. Developer User Revelope eveloprer Se;etm us defined ar,an individual authorized by You to use -ogram*s which are installed on a single server-or multiple ers.regardless of whether the mdrvadual is actively using the Pr ;°am s at any,given time With respect to Devreloper Users one yc, Lela Leers may create,mod.Lfy,,view,and mtemact with the Pro mns and,documentation. Disk,Drive. is definecl as a spinning edia,device that store's data accessed by the Pm op am Electronic Grdem Line: is defirred as th total nrnmber of distinct orelem°Imes entered ebomcally into the Chacle Pm op am from any source(;not manually entered by lmcens users)during a 12 mouth period. T include- order bares cr gsarannp as extemnal E'LDI+"XML transactions and"ar sourced from of r Chacle and,non-Oracle applicat o y You,may not exceed the licensed mu amber of order lines during any 12 month,period. u'mvp oy'ee: as defined as i) all of Your there, art-time,temporary ez loyee; and(n)all of Y'oui agents,Contr?a,rtols and consultant-,who have access to,,use,or are tr-ackerd b. he Piopamu=_,. F quantity of the licenses rerymred is detenrumed by the number of Employees and not the actual number ofusers. In addrtnon„if ou elect to outsomce any business function(s)to another company,the followurg must be counted for purposes of termtnm tire number of Employees all of the company's full-time employees,part-time employee;,temporary employee-;,age ;,co ~actors and consultants that (r)are providing the outsourcing services and(n)have access to,use,,or are tracked by the Proga Eanplo,,y@e for 1HC'Yl: it defined as firs)all of Your Full-time,,,p t-t tenmpomarY employees.,and(n)all of Youm agents,contmacton and consultants who have access to,use,,or are tracked by t Progra, The quantity of'the hcenses recquun,ed is determinecl by the nuunlber of Employees fear HiC luf,and not the actual numb of users. In ehtrors,if You elect to ontsoum ce any business fanctron(-,) to another-company, the following,must be counted f puuposes of dete ng the number of Employees for HiC Nf: all of the company"s ftLll-trove employees„part-time employees emporary employees, ent"s,contractors and consultants that((are providurg the outsourcing sen-ices and(ii%)have access to., , Or sue tmac:Ced by the Pr-o�r- .y., Employees for]HC,"Ca,ri irM y only use the licen.sed, Programs with Chacle application Programs tha contain"'Grack Fusion Human apmtal,l"arlanagement.as a.prefix in.the Pm op am native. E,anployee A see. rs defined as an indrvud I authomnsed lbyrYou to use the 1Pm-apvaurs w In are installed on a single server om multiple servers,regardless of whether am not t dtvadual as actively rising the Prop amps at any g *en time. Euterpris;eErnplaayee: istiefmrmed, (i)all,orfY''our full trme,parttime,termporary^employees, {mr)all ofYouragents,conua:ctorrs and consultants who have access .use,,or are tracked by the Program-- The equanhty of'thLe he se,s resqu iced is determined by the number of Enterprise Employ rs and not the actual nuumbea ofusers. In addition,if You elect to c uuce any lbmines=s function(), to another company,the fo wing must be counted for purposes of detennrrnng the number of En. rise Employees: all of the company's fiLll-time empl I es„Part-time employees,,temporary employees,agents,contractor'.,and cons tarts that(m)are providing the outsourcing sea-,.ice- and ,mi) have access to.,use., or are tmaclted by the Programs. The value of e'se Piogram licensed is deter=ed by then er ofEuterpumse Employeert. For these Program licenies,the licensed quantit.y^purcha d must,at a nsimmunm be equal to then em of Enterprise Employees as of the effective date of Y"oanr oudem-. Hat any time the umlber of'EmerprrA Employee,a rxee y the licensed,quantity,Y'ou are required to order additional,licerises(and technical support m such additional, lrcense s)such "t the number of Enterpmse Employees as ezqual,to or less than the number of heensed quantity. Y" are not entitled to any refLm credit om°other Consideration of any hand if there is a reduction in the nu mbem of Enterprise Employe In addition,, each year'p days before the anniv-ersai�relate of Y=om-der,'i ore aae regprna-ed to.report to Oracle the number of Entei-iris Employees as of stic date. cense_Dedatbons an+dE Fliled_,X631 lS_LRS_E•G Page 3 0', l SERIAL 180233-RFP terprise Full Time Equivalent(FTE)Studeuti as defined as any fulE-nmesnident enrolled an Your institution and any pa t itudenteLu-oHed:LnYouirLmttutio:ncoumtsas25't,00fan FTE S rodent. TLedefimhonof"fLLII-time"and"part-Lime"ibaser n Yo olicies for student classification If the number of FTE Student-,is a fraction-1 that number will The rounded to the ,a ZI whole bea for purposes of Irsearie quantity requirements The value of these Program licenses is deteimmed by then err of Enterpri FTE Students For these Program license:s,,the licensed quantity put-chised must,at a minimum,,be equal to, number of Enterpz ,FTE Students as of the effeCtIVe date of" om order. If at any time the number of Enterprise FTE Student: xceeds the hcemed qua ty, You are required to order additional licenses (and technical support For such additional licenses rich that the number of Este rise FTE Students is equal to or less than the licensed quantity. You are not entitled to any re. ,credit m other consideration of a ,kind if there is a resluction Ln the number of Enterprise FTE Students In additical,each year 10 days before the ar=%,enary date of 'our Order,You are required to report to Oracle the nuainber Of Enteiprise=Students a, :f such date. Enterprise 1'araineea is efined a,an employee,contractor,student or other person who as being recur d by the Progiam. The vah-Le of these Program h rases is determined by the numbeB of Enterprise Trainees. For these Pro ,m hcenses7, the licensed quantity pun chased must,,at z mansam,be equal tom the number Of Enterprise,Trainees as of the effe, use date of Your m der. If at any tune the number of Enterp :Trainees exceeds the licensed quantity,,You are required to order drtmonad licenses(and techracal. support for such additional Ilicen such that the number of Enterpz ise Trainees is equal to DE le..a than the licensed quantity. You are not entitled to any refund,credit r other consideration of any kind if there-is a reduction the number of Enterprise TB amees. �fj d."�before 1 Lie In addition,each year S arainaversit-Y date of Your oz der,You iverequaired to r art to C-acle t nuamber OfEnterpz ise Trainees as of such[dater EnterpriseSM in Cost of'C�Dods Sold- E"n rprue SM Cost of Goods Sold is define as one million U.S. Dollars in the total ccv:;t of inventory that a company has solti during a it fiscal year. If Cost afGoods So is maknonm to You then C ost of goods Sold shall be equal to'7 5�4 of total company revenue. 'he value o�ftLle:-,elli-ogamVice esisdete=nedby the-,tuiountofEntei-pi-i-,e$m C I osl of Good-,Sold. For these PrGpamhcenses,,, e licensed quarstitypurch ed must,at a manamumbe equal to the atiaGurst of Enterprise$N1 Cost of Goods Sold a,of the effective meof Your ouster. If. .any time the iniount ofEnterprise$M Cost of Goods Sold exceeds the licensed quointity,,You are required to -&2addrtionalhc ses,�,ind technical support for-such additionallican-A,-) such that the amount of Enterpme,SM C I ost of Goods S I is equal.to ,less than the numbeB of licensed quantity. You az e not entitled to any refimd,credit or other consideration of any k- if there s a reduction in the amount ofEnterpa-rse$M Cost of Goods Sold. in addition,,each year 90 days before the annivei-sary d Of DIU Order,YOU are required to report to Oracle the number of Enterprise ZI C!ost of Goods Sold as of such date. $MFreigh ndem 13nageonem as defined as one million U.S.DOE=of the total harnpOrtation value of tendered orders for aLshipments for given cal am year during the term of the license,. FUM:ahall include the combined total of actual freight purchased 1by You, us the cost of ,eight fm shipments managed by You(e.g.,,You are not purchasing,transportation:,,ervice-on)behalf afYour c nts brat are pzo,%,-id transportation management services for Your chenn). Freight that as paid by a third patty shall aho be a ided an the FUIA total :.g.7,inbound shipment,: fi-om suppliers to You 1xith freight terms of prepaid). 'The value of these P- pim licenses is deterraune by the amount of Enterprise SIVI Freight Under Management. F'oi these Program,licenses,the li used quantity purchased must,a a,,,nu mum be equal to the aMOUnt Of Enterprise $N1 Freight Undea Management as of the e ' ive date of Your ordea. If it airy as the amount of Enterprise$M Freight Tinder Management exceeds the licensed quantity,, on are required to order additional been, , eland technical support fm such additional laicemes)-such that the anazutdofEnterpra- :$MF�Lv--ightU�ndeBh'f3naFementiseqtL,31too esstban the number oaf licemedquant2ty. You are not entitled to any reffind,,ere or other consideration of any kind if there as a re ction in the amount of Enterprise $Nf Freight Under Management- In adds n,each yearn 90 days before the anniver-m-y date afY ,order,You are require'd to report to 02 acle the numbeB of Enterprise I Freight UndeB management a,of such date. Enterprise'sAl in Operating udget: as defined as one intilhon U S Dollars of Your gross,budget a ected:m an luduedstatement from Your erdosiaI accaumn firm. The value Of these Praparn licenses as determined by theamorust Enterprise SIT na0peratmE Budget. Fca these PrD -a license:s7,the licensed quantity purchased MU:[7,at a minatramia be equal to t amount of]Enterprise SM an Operating Budget a, the effective date offourordear Hat anytime the amount of Enterprise$IN�f in grating Budget exceeds the licensed quantity. on are requared to order additional hc enses(and techruicalsupport for such additioria censes)such that the amount of Entez n- SNI in fJpeB ating Budget is equal to or less than the number of licensed quantity You zu not entitled to any reffiUmnd,credit of then Consideration Ofatay hand of there cos a red-aaction an the amoutat ofEmerprise SM an f4e trug,Budget. In addition,,each ar 90 days before the anniversary date of Your order,You are reqLured to re ,out to Oracle the numl r of Enterprise $M na Operz ng Budget as of such date. Enterpri.e SAI in Reveuue� Enterprise SIA an Revenue is defined as one iniffion U.S.Dollars an all ancome(interest an me and non a rest income)before adjustments for expenses and tissues generated by You tiria-mg a fiscal year The value of these gram ceare-Deffortizatismd Flfle--vD53:RS-US-ENG Page 4 of- SERIAL 180233-RFP ceases is dete2mmed by the amount of EnferpriseSM in Revenue. For these Program licenses,the licensed quantity punchas, st7,at a minimum The equal to the amount of Enterprise$N1 in Revenue as of the effective date of Your order. lFat any time e am t of Enterprise SIA in Re%-enue exceeds the licensed quantity,, You are required to order additiona licenses(and tec cal. suppD For such additional licenses 7 such that the ainoutit ofEmerprtse$N1 m Revenue is equal to or less than the number of 'tensed quantity. You are not entstle,d to any refimd,, credit oE other consideration of any kind if there is a reduction m the unt of Enterprise M in Re-%-enue. In addition,each year 9,0 days before the anniversary date of Yom crdei,,You are require report to Chicle then ben of Enterprase$M in Revenue as of such date. Expense Report. is definecl as the total number of expense reports processed by Internet Expenses during a 12 onth penod. You may,not exceed the sensed number of expense report-,during any 12 month period. Faculn-UsLrm is define as an active teaching member ofthe faculty fm an accredited academic inststuti, such user may only,use the Propauis fm academi and non-cominercaa use. Field Teehuician: is define L an engineer„technician,representative,,or other per youwho as patched by You,,mcluding the dispatchers7,to the field using the -op-ams Flash Drive: as defined a,a solid s media device that stores data accessed by the Progz SM Freight Under Xfaua gement: as de d as one mm2honU.S.Dollaisofthe total h b ipmL s- ints For a given calendar yem during t terin of the license. FUIVIsliall.include e combined total of actual.Height pun-chased by Yom,plus the cost of freight for shipuien S , 3nagged by You(e.g.,,You ani not urellasing transportation seii,-ices ore behalf of Your clients but are providing,tr-ansportation ran, gementservices fm Your ch ). Freight that as paid by a thu-d party shall also The included in the FUM total(e.g.,inbound ship, is from-suppliers to You ' freight terms of prepaid) Full Time Equivaleut(FTE)Student. is defiried as y fuli-time studs .enrolled in Your institution and any part-time student enrolled in YGin institution counts as 25?,yS afan FTF Stu , t. The de:6m on of"ful.l-time"and"part-time"as based onYourpolicies for student classification. If the number of FTE Student-,as la-action. at number will The rounded to the nean--st whole number For purposes of license quantity requirements. Gift Cards: is defined as twenty-five thousand value i , (gift m stored)that are generated by the P2 op am during a 12 month period. Guest Cqbiu: as tie fined is a guest cabin onboard a ci se slup mana, , by the Program You must license the total number of Guest Cabms onbDazd each cruise ship managed by th rogram acid,the lice rved quantit j of Guest C,abin licenses may not be shared across multiple cruise slups. Fm the purposes of the Cruise Fleet Manage ent, Cruise Crew Management, 'ruize l"Iaterials Mane_pment HQ and Sub-HQ Prop-ams, You must license the total numb of Guest Cabins onboard all ship-, -vessels an the fleet that are managed by the Prop-am. Guest Roo m: is defined as the numb of guest rooms managed by the Program Fm the purposes of the fh-acle H spitality SuneS interface Prograins,a urnquL G2ca uest Room ense as reqimed For each distmet which product with an Chacle spitahty FjuneS Prop-am is requin--d to mteB face. For emp,e,, customeB requn ing mtei faces of anfJTacleHo,pitaht.ySune8 op-am vrLthffi-eetbstinL-t products mast have Huse separateGuest 1 m licenses Hosted Named User: is fined as an individual authorized by You to access the hosted seii-ace,regard2e ,of whether the iridividual is actively accessmg t . osted service at any given time. Oincle Hospabli , 7onsulfing Serilces!! are defined is ser%icesSor which the desniption miy be found m t Ch-acle Hospitality Global Business nit("Nficros-)Constilting,Service Descnptions section at ............. coni:ontla:t,and wh as incorporated bv reference. Hospi lah Suite: is defined as an entemaninentspace that typically includes,,but is not lUnited to,,a kitchenette,res o"table and seu within an arena,stadium,concert venue or other venue that is managed by the Piopam. ,cease�_Deftcatizms 2nd Flfles-vM-T R R S-US-ENG Page 5 of SERIAL 180233-RFP ,t,qllqtiou Services,,�Staft-UP P'KkS May[CGELfigUr2tion"Upgrade Sel`ViCeT: as defined as a services for which the dean ipti m be found in the Advanced Customer Support Services section at ,gle C 0:L.11. EIIE.-2 Cln, and which is incorporate y ................................CO.................. Fe ei ce. I a-,tan c e is defined is a single database environment. Test,,production,and development em-n-onments are consi r,ed,three separate a nces that must each be licensed For the purpos of the Oracle Banking API Infrastructure Progr=7,instance is defied,as the envii-onments(pr fiction and.non- production)used run the Ozacle BankmE API Program Interface: is define ,each interface connecting the Ozacle Program with a third party product. A U Ue Imterface license is requared for each drstanc : -d party pToductunth which the OzacVe Program is required to interface. Inventor-yLoca,dioray. is de. ecl as a dedicated physical rraventory space used by vendors to store,a v 3nvento�L-.vvrLtLun am,arent,, sladauani,,concert venue orothe venue that asmamigedby the Program. Each,dedicated physical 'earforYspace must be counted as one Inventor.v Location. lK Invoice Liyae: as defused as one t usand invoice line items processed by the 13'5-ograin ing,a 12 month period. You may not exceed the licensed number of I K invoi Lines ciiii-mg any 12 month per-loci unless You a cure ad1tional lK invayce Line licenses from Oracle. 11'R Pory is defured as a single caller that ca, e processed via the interactive Va e Response JVK)system. You must plarchase licenses for the number of FJR Ports that repres the maximum number of co urrent callers timt can be processed by the 1'JFL Oracle Jqva, S1 Subscripdoya and Orqcle Java S1 sktop Subscript' u: are defined as the might to use the specified fh-acle Jarva SE Subscription Prograin(,$):rnaccoidance with the a heablemeh-L and to receive Oracle Softy ire Update License&Support (hmited to the speciEecl Ciacle Java SE Subscription Progra 's))Jbi t e term specified on the orcleiing 4iocutiaent. The subscription teim as e ffectave upon the e ffective date of the subscription or, g -ument,turiess other-arse stated in Youroy-dering document. If Your order uras placed t1mouggh the Ozacle Store. then the effe •e date as the date Your order was accepted by Oracle. Chade Soft%rare Update License&Support is provided under the OTacl are techaracal support policies in effect at the time the services aye provided. At the end of the specified sub'113-lphon terlml, ma. enen,Your subscaryption,ifavm2able,,at the then current fees for the applicable subscription. If You choose not to re Yoiu su criptioul, Youc n&to use the specified Ozacle kiva SE Subscription Propam(s)wall terminate and You must de intall the sperm d Coracle Java SE Subscription Prograos) Kitchen Di play Client- is defined as a tievace t a,used to display and orator the statun- of ordered items If multiplexang, hardware or software (e.g.,a TP:momtor m a weewer product)is used,thas:: ber must be measured at the mu2tipVexyng front end. Learning Creditsi may be used to acquire ucation products and services offem-al ant Oracle Universitv oralme catalogue posted at h-:2.. xvv,;an,,g e gcjn edhic2tcki unde ..... .......:.�...................................................................mide five terur,specified therein Learning credits ay only be used to acquire products and services it the list price an effect at the e You order the relevant product or servace,,and m :not be used for my product or sen-ice that is subjeetto a discount or a prom on when You order the relevant product or service. Th st price will be reduced by applying the discount specified to You by 0 z cle. Notwathstanding=y1hang to the contrary an the previ s three sentence;,learning credits may*also The used to,pay*t:rxes., terials and/m expenses related to Your order;howevea.,the dis unt specified above w L12 not be applied to such taxes,matena ary&or expenses. Learning credits ire valid For a period of 12 mon ry from the date Your order is accepted by Oracle,and Ya must acquire products and must use any acquired seii-aces py-ror to the e ofsuchperiod. Youniay only use learning credits a he county-'ylearningin which You acquired them nazy not use them as a�payment me bd for additional learning credits,and may not m afferent learning credits account-,to acqua�n-,a'single product omz service or to p , ekited taxes,materials and/m expenses. Le. ng creahts are nory-transfeB able and non-assigmable. YOU may be required to execute sla and fh-acle oi dering materai2s when usi learning credits to order products or services. SM in Xfana -Assets: as defined as one million U.S.Dollars of the follorvang,total: (1) Book,value of uives; eat in capital leases,direr ourancing leases and other finance lleases,,including residuals,whether oirned or managed fora others, z tive on the Program., , (�2)Book value of assets on operating leases,,whetheB onmed or managed for others7,active on the P2oP a ,PljV'L(3) Book ra e of loans,notes,,conditional:sales contracts and other receivables,onmed or managed for others,,active on the og-raml, plus( I Bcdk value of axon earning assets,onmed 02 managed for others,which were pye'%7011.1➢y leased and active on the Pr ram!, ease-Deflutins and Flflei-vD53 R R S-US-ENG Page 6 of 2- SERIAL 180233-RFP eluding assets from term terarinated leases and repossessed assets,plus(5)Chiprial cost of assets underlying leases and loa of ''masted and active on the Program,then sold walain the previous 12 months. Nfaria d Resourceu as defined as an andnadluzl audiorized by You to use the Programs wluch are installed,on asingae sei r or on multiple 3i,,ers,regardless of whether the niffividual is actively using the Pro g3ims at any paven time.. In adchhozs,Your loyee-, contractoEt, artners and any other undsvidual or entity managed by the Programs sliall be counted for the pxupoes a 1 tenamaing the number o fanaged Resom-ce licenses required. Nfember Reoor I is defined as each unique cusiomeB loyalty Program Member Record managed by the Pr-o,- m. I OOK MembeE 1lecozdsshii2mean ne hun&ed thousand 1�femloer Records. Aferchaudise: is deft as a unique item oi SKI;a f a cons,umer pmcl, N I fo dule: :is defined x,each -oduction database running,the Programs Xforaitored User. is defied as individual wLID is monitored by an Analytics Program wEu as installed on a single server or multiple servers,,re gardless of whet x the individual is actively being nionitored at any given e,Indiv3duzl users who are licensed for an Ami2yncs Program by eltlau-N Ld User Plu,=>or Application User may not be licen= lby Monitored User. For the ptuposes of the Usage Accelea ato:r Analynes Pi o m,,every user of Your licensed C I F24 Sales app ration Pm o&ram=t be licensed. For the purposes of the Human Resources C!ompe tion Analytic s Program„all of Your empi Fees mir.1 be licensed For the pum-pose of the Fol2owing Oracle Gove nee,,Risk,and C I oinpliance apph: ons: Application Access Controls Go,%�enaw,, Application Access C I ontrolsforE-BusmessSui Configuuration Control-,Goy,ve DE,ConE guration Controls for E-Business Suite„ Tian action C'ont3GI-,Govemmor,Pi-erent3i-eCo ro Governoz,,and Gc,-.-eM3n ,Rlldk,,and,Coinplianc�eCo:nb-oisS,uite.the:number of Nfouitored Users as equal to the total number of ue E-Bxrziness Suite sers(individuals)being monitored by the Program(s), ascreate,d,°°d,efLnedantlieU-,eBAdummstratio,nfi'metio of E-Business S e. Users o�FiProcullement -,taLi,°°orSelf-SelviceHiuman Resom-ces are excluded. For the purpose of the follow-mg PeoplleSoft Enter-pi-ne 3 :7 Risk7, and C I ompliance apphcarions:; Application Access Controls Application Access Controls for PeopleSo nterpz ise,Configuration Controls Govermor,and C!onfig iration Controls for PeopleSoft Enterprise,the number of Nlorutoued LP 3 is equal to the total numbei ofuraque PeopleSoft Enterprise(or any odier custom applications,'Pzograms)users(individual,,' at tiv Program monitors., SQL T 7 Afy C➢luster Carrier Grade E ditiora Annual Subs ip tion,N1��S EuterprisL Edition Annuil Subscription and NlyciQL, Slaudi rd Edition Annual SiLbscriptiaw are define s the right to Use tli specified Program(s)in accordance nath the applicable license mebsc and to receive Oracle Software Ueda Licens :Support or e specified Program(s)and for NfySQL Community Edition for the term specified on the orcie3. MyS C I ommnummty Edrnou re er MySQL t[lat is licensed under the GPL license, Software Update License&Support for lAySQ Conamumf�y Edition does not oum ude updates of any kind The subscription term is effective upon the effective date of the su caption ordering document,,unless o eranse stated in Your ordering document. If Your orclei was placed dirough the Ch-acle ,tore,then the effective date is the date 'ouir order was accepted by Chacle. Ch-acle Software Update License& Support se es are provided under the applicable teeLmme support policies in effect at the time the services are provided. You must obtai a subscription ircenie for all ser�,ers where!vIyS Q Cluster CarrierGrade Editiom, Enterprise FA-lition and/m NfySQL S t dard Edition aredeployed. If You obtain Gr:acle Soften ,e Update License Sk Support,en-ices for any seyveis where 1A'v'SQ.L Cot unut'v Edition is deployed,,then You must also piarchxse Subscription license for all of such, s -vers for w have are Update License 8z Suppons."_., e Update ei which You obt d Oracle Softw, :.,I v obtain Oracle Softwraz License&Support ser fo e lAySQL Community Edmonsubscription licenses at any level(e, at the My. 5QL Cluster Carrier Gzade Edition level,it the 1i, SQLEntem-p.L-ve Edition lei-eland/ozatthLIa,fyS,QLStandircI Edition l,e�,, ). Af the end afthespecified term.,You may renew Yo ',UbSMAPbDn.ifavaalable.,at the then current Fees for the apphcalble subscra on. IfYou choose not to renew Your subscriptio 7,Your right to use the Program(s)will,ternumate and You most de-install all apph tacias,tools,and lbumries provided to You rind the applicable non-CoLminazury Edition license(eg.,the license for MySOL Cluster ".1naerGrade Echhon, NfySQL EakerpLve dition and,'or NfySQL Standard Edition'1 If You do not renew asubscription,YOU Will no eCelVe 211Y Update:-, (uncludingpitch or subsequent versions)and YOU MIV also b—subject to reinstatement fees if You later chops Grelenvateyorn subscription Namedl_ rPlus: is defined as an individual autlaonzed by, fou to use the Programs which are installed on a sin serverm multiple eaver-,regardless of whethem the individual is actively using,the programs it any given time, A non human opera A device willb counted as a named user plus in addition to all LndLridua s-,tuLtho�L-Lzedto use the Programs, afsuch devices can arc ssthe bease_Dedaidem amid Fiflei-vD5 3 R R 8-US-ENG Page"7 o SERIAL 180233-RFP grams If miilhpDexmg lg3rdumre m software(e.g..,a TP Monitor co-a web,server product)is used.,this number must be mLasur at multiplexing fi out end Automated batchurf of data fi-ozn computer to computer is pernutted. You are responnble for egist ng that e named user plus, per processor ganunnums are inauntauned for the Pmpaur, contagned an the user mininarign table the linens nilessection:the minganums tableprovades For the minimum number ofnamed users plus required and all actual u -stugust The licergs . FoEthepurpo so�ftliefoUovnngpri),-rau3:,: Co�n�Epirationh'fana�_ementpte.k-forApphcations,S -,temNfo�mLtoiing, ug-ugfwNogs Chacle L3atabar System Nfongwring Plug-in for Non Chicle Midfflewire,, Nfanaggement Pack for Non-Oracle fiddleware and ManagementPac, or WebCenter Suite,only the users of tile program that is being,mana ged.'anomtored are co ed far the purpose, of dete2nugging the n ber of Named User Plus hcen-A,-,reqxUred With respect to the fbHo ng programs: Load Testing,,Load Testing Developer Edition,Load Testing,Ac e2 Itor fog Web Ser-rice-, Load Testing Acceleratm Chicle Database.Load Testing Suite frame Ozacle Applications and Cahacle est Startei Kit for Utilities (Load Testing),each ennilate human user and non human operated device shall.The considered as a w, al userand shall.be counted for the purpose of tiete2giumarg :nu inber of Named User Plus licenses required Fog the purposes of the foEowing Pr ,=s: Data[Masking and Sub setting Pack,only the user ss the database seii,ers when e masked data or data subsets originate must be unted for the purpose of determining the numbei o:f censes z equired. Fog the purposes of the follovnirg Program. AppiicitionNian-,tgementSaute forGyicl)e -Business Stilte,application Man-,tgement utSLutefoYJDEdw,.iyd-,Enter-pi-iseOne,ReaE User Expeiiemcelgisight and Application ReP a. Pac:k,all user-,of the respective gar, aged application Prapina must be counted fbi the purpose,ofdeteanunurg the nuinber of license rectuired. Fog the pug-poses of the following Program: a acle ldenGate and Oracle IdenGate for fh-acle:Applications,,only,oi)the usen of the Oracle database ft-olig w-hich You capture tiata an )the users oft Chacle database 7rhere You wiE apply the data must The counted for the purpose of determining the number of hee es required Fog the purposes of the follow nng Program: Oracle Golden e f Big Data„only the users of the source Chacle or non Oracle database(s) or NoSQ.Laepositca-ies from w1rich You capture da st be counted fog the purpose of tietennnuarg the number OF licenses required. Fog any Me!Sa7,gng systems from which y a 'Lye data.,every queueltopac is counted as a user. Fog multiple source tiatabases.,NoSQL meposatorias7,oi mesLaggrggsystems ll use for all sGiuces must be counted. Fog the purposes of the SbUowing Programs:: Oracle G, , ate for N1 fiagne and Oracle GoUenGate fog Temadata Replication Servuees,only(*)the uvers of the database from wine 'oueapture data,an (b)the users of the database where You ix-111 apply the data must be counted for the purpose of tietermiggin e raunber of licenses r urved Fog the ptupose- of the following,Proggam: t acle Golden ate for Non fh-acl afab,xse only tal the users of the Non fh-acle database Irom which You capture data and lb Lve users of the Non Oracle datib,ase , ere You will apply the data must be counted for the purpose of determingirg the nu inber licenses required. Fog the purposes ofthe follow ing Pro z= Data Intepator Enterprise FAhtion and Data epator Enterprise Edition fog Ch-acle Application-,only the users that are Z or accessing the data transforination processes ust be counted fog determining the munber of Licenses required. Fog the piup'D'A's of the folllo , Z Programs: Oracle Nfobile Suite C hent Rummie and Mobile Apph tion Framework-,,only the end users Gf each Application D -eloped must be counted fog the purposes ofderermungirg the number of li n:se,:reqiured regain d2ersof the choice of the mobile z lication development fool or the framework used to build the ApplicabonD -eloped. FoEtliepug-pose- of efbIlow-ingProgram: Audit Vault and Database Firinva.117,Only users.of the source, which acre protected. monitored or audit must The counted for the purpose of determining the number ofliceme,required. Fog the purpos y of the following Program: Java SE Desktop Subsci iption,the term"server"refers to a desktop cc titer. Network ai1ce: is defined as the hardware andorsaffivire whose primary purpose as to route and coutrol communicaft s beb-hveerg COMPUt ,Or COMPUteY nera'QUIES. Ea aMpleS Of network devices include but area not Imaked to,roggtery,fuewal2s and ne rk load bilan rs. cezgse�_Defttutioggs end Fiflei-,X6 it R 6-US-ENG Page 8 of SERIAL 180233-RFP "on Employee User-Extermah is defined as an airdividual.who is not Your employee,,contractor or outsourcer,autheiazed u to use the Programs which are rnstiHed on a single,server or multiple sen'ers,regardless of whether or not the indivudu ' ins ac ➢y using the Programs at any given time- Orqcle 'Unircing Contract: is a contract between You and Oracle(or one of Omc➢els affiliates)that providt-,for pay ents ovea tinge of so or all of the mires due under Your order. Order Linea efined as the total:rusimbea of or&a entry,line items prozessed by the Program&=g a 12 month ei od. Multiple occlea entry line i s may be entered as part of in individual customer order or quote and may a-so be automa ally generated by the Oracle Configm toor. You may not exceed the licensed number of Cinder Lines clux-ing any 12 month perl millers You acquire additional Order Line cetizes from Oracle. 1,010 Page Views: is de d as 1.000 Page View-,per Nionth,where one Page View,means one visit y a Umque internet user to a particular page on a Websi Partner Organizatiow is dLfi d as an external third pmty business entity that provides v e-added services an developing, marketing and selling Your produ . Depending upon the type of indirtry,partner mga . ations play o-hfferern roles and are m-erognized by chfferent Warner such Person is Youret loy:]. E -actor w w ho is actively oi-king on behaV -�F YOLU o�rgano zation m a former employee harm,ho harm, one or more benefit 7plan-, manage by the system or continues to be pa through the sy tem. For Project Resatuce Nfanag,ement7,a penon as defined as an individ who is scheduled on a proj ect. I e total number of Vicemses needed as to be based on the peak number ofpart-time and full-time pe ➢e whose recor&are recorde in the System. Phydca]Seiweri is defined a:,,each physical senez o, wLUC11 the Programs YemslaEled. PIN E utrT Device(PED): is defined as an electronic har are device mt as used in a clebrt,credit or smart card-based transaction to accept and encrypt the cardholder's personiU identification umber 1 . Ported Number: as defined as,the telephone munbeB tElt end us retain a,they change 6 om one service provider to another. This telephone number orqmilly reside-,an a tellephone Switch and z led into the B esponsibrlity of another telephone svritch. PO C fient. is defined as a device that is used to,recur .nv Part off 1es transaction co--related end-user functionality such as workstation reporting, cash management, engagementmole mimageme oN manager Operations. If multiplescing hardware or software(e.g.7,a TP monitor or a web:senea pzodua) .Lned,,this number uu t be measured at the multiplexing fiord end. F'oz the purposes of the Oracle HoqPLtihryGues1 ' ccess POS iwi Device Client opam,,a POS Client us a guest-access control method that include-,but is not Innited to,nu e-,gate-,and swing doms that are mnaged by the Program For each guest access contral method,,both entrance and em points,must be counted for the purposes fdeteru=ng,the number oflicenses required. F'orer-impiL.eachtLumstilLmus ecountLrlistx,,oPfJ Chen(-,gone for each,: ce and one foTexit) Processor: shall be defined as all p- cessors where the Oracle h-ograms are insta2led all " �r running. Programs licensed on a processor basis may be accessecl by our internal xuers,dmcVudirrg agents and contractoa-s)and b. — ur drucl party users. The number of:reqiiiBeaVicensessLi�lbedetei inrd by multiplying the totalnumber of cores of the processor a core pi ocessoz licensing factor specified on the firacle P2 aces Core Factor TabVe w1mch can be accessed at http:,',1oncV*.conVcon cts. AH cores onaHmuducore chip"for each Lrzeusecl Pro , are to be aggregated before multiplying by the appropriate core pro ssm licensing factor and aU fractions of a number-are be rounded up,to the next wholle munbea. When licensing Ch acle Progra with Standard Edition 2, Standard Ethtion One q Standard Edition in the product name (vrith the exception of WebC I enter-Ent, zise Capture Standard Edition,2avi SE Sub ption.far a SE Support,Java SE Advanced,and Java SE Suite),a processm n cc ed equivalent to an occupied socket;hc ever.:in the case ofmii]h-chip modulez,,each chip in the multi-chip module us counted a, e occupied Socket. F'oE example,a -Incore clop based server wrath an Chacle processor C ore FactorofO.25 urstaUed and/orruntung the: rogizm(otheB than Standar dition One Programs og Standard Edition Programs)on 6 cores wcuEd LiLquin--2 processor license:,i6 ultiplie,d by a Core pro, rumor hcemsmg factor of 25 equaL 1.5G,which is then rounded up to the next who e number,,which is 2) "s mc thea example, multicore aerver fm aL,3rdu-arep➢atfoi-m not:specified Ln the Oracle Processor Core Factm'TabUemstal2edan&o 119 ense_Defuunans md Pliles_vM 3,R R 8-US-ENG page 9 of 2- SERIAL 180233-RFP Program on 10 cores would regime 10 processoi licenses(10 anukiphedby a core processor heensingfactor of 1.0 for "Allot MU core chip,"equals 10;I- Fame the uu oses of the IbUowing Prog-rain: Oracle Hea].theare Data Repository7,only the processors on whach Internet Ap ' cation SarvLr Era rpyre Edition and Healthcare Trariawtiou Base Pro gains are mstaVled iaisllvi rumaing must be counted for a pur-pose of deteanu the number of Licenses requiaed. For the puiposes, f the following Prop-ams: iSupport,iStore and ConfiguratoE„oai y the pz ocessorms on which Int et Application Server(S;tandaz d non anaor Enterprise Edition)and the licensed Progiam rSupport7,r5tore and!or Clonfi atoa)are rumung, must be counted for e purpose of tiete2mming the munber oflicenses required for the licensed Program;tan :-these license-You may also anstall ani'd tan the licensed Prop-am on the processors where a licemed Oracle Database radard EA:hhora an&'or Enterprise Edition)as ins lied anaor running. For the PLia-poses a f tile follo g Prograny, NfomtO1an6-,PlUg,-uafb1Non Oracle Database,-,,, Sy-,temla,fo oi-ing Plug-:Ln:for N,lonaael,eMidd2eLvaB-e,, Management Pac:L- ,.Non-Oracle Middlenrare and Nf anipment Pick-for WebCente Saute, only the processors on wh-i,,b the F�roga-:un that is be manap,i'monitoffed are running, must:be counted for the purpose of teunimng the number of licenses reqxuri--d. For the purposes;of the fohowing Prop- Data 1A king and Subsetting Pack,,only th racesson running the datab,xse sea-ver:s LIZ as where anasked data or ciatasu sets oragana must be counted for the purpose ofdeternia ng,the mamber of licenses required. For the purposes of the following Prog:ranns: s"i Lic-,ttio�nlwfan-,tgementSaute for Or )eE-BusinessS;uLlte,Applic-,ttionMan-,tgement Suite for People Soft, Application Management , te for SLebel,,Application Nf a6-,ement Suite foY-TD Edwards Entezpa-l:,el'Jue, Appheiti,o:rLMina6-,ementpic.k far U,tilities and.gip extrotiMinagen"entPact: a Tizzation and Policy Mina Bement,all processors on which the nuddleware in&or dit-alrase t support the respech managed application Program are running must The counted For the purpose of deteimuning the number of It nses required. For the purposes of the following Programs: Application lay Pac and Rei2 User Experience insight,,all processors on which the maddleware sofmvare that supports,the respective manage, pp, z non Progain are running must be counted for the purpose of determmarngg the nuanber of licenses required. For the purposes Of the SbUavrmg Programs in&rmitica Po eat le r and PowerClonnect Adaptens7,and Apphcation Adapter for Warehouse BumIder6or PeopleSoft,Oracle E-Rusmess Sm S:rebel,,an SAP,only the processort;s)on which the target database is running must be counted for the purpose of deterianining a raumbeB afli ses requiti-ml For the purposes of the folkvnug Programs, Datz atepator Enterprise E ion,, Data Integrator Enterprise Edition for Oracle Applicanons,,Data Integ;ratoE and Application Ad er for Data Integation and placation Adapter:,,for Data Integration,,only the processor(s)where the data transformation pros sse:s are executed must be coin I far the pin-pose of4letermining the number of liceausses requati-id For the pru-pDses of the follomatiE Proem In-lAeanory Database Cache,ozr2y the proce.wary on which the Times Ten in-14 emor-y Database component of the In.[firatibase Cache Program is:mstiUed and or as g must be counted:for the purpose of determanarngg the nuanber of licenses t uIred. For the purposes of the folk g Program: Chicle GoldenGate and Oracle GoldnGate for -isle Apphcations7, Only (a) the processors rumung,the Oracle R,talbase Irom w1rach You capture data and(b)the processors running e Oracle database where You will apply the data must be- anted for the pua-pose of deteniumn.-the naunber of licenses requia-ed. For the purposes of the Uoihing-Programs Oraclle GolderaGate for M amfi ame and Ch-acle GoldenGate , Teradata Replication Services, only dal the r-ocess=tuanann.-the databasefircan,which You capture data and(V)the processor, runairang the database -where You wm2l ap the data anust be counted for the purpose of determaninE the niumber of Luce iices require . For the pus-pos s of the follouring Program: Ch acVe GolderaGate for Non Gracle Database,only(a)tile processors ng the non Oracle datab se fi-oanwhIch You capture data and fb)the processcn running the non fb-acle database where You will ply thedata mirstbeco ted for the purpose afdeterrinning,the number of licenses reqxuri--d ease-Deflaidoaasmd Flfle--vD53:RS-US-ENG Page 10 of SERIAL 180233-RFP p the purposes of the folloinng P2 op ams: fh-acle GoltienGate Appheation Atiapters,, only the processors imimang,the sour cle m non Chacle tiatabase(s)8-unt winch You capture data must be counted forthe pict-pose of deteruaming,the number of lice es req ed. FoE multiple s=ce databases,all processors for all sources must be counted. FoE the pose of the folloinng pzopamps: Oracle GoldenGate for Big Data,only the processors running the source 01 7 e or non aacledat ase(s)m NoSQL repositories from n1uch you capture data must The counted for the purpose of tiette2minan he number of licenses re - ed. a Processoi. In the instance f multiple source databases,NoSQL ri-positorres,or messap I ngsystems, all processors tor all urces must The counted. FoE the purposes of t fol2ovang Program: Audit Vaidt and Database FimnraU, only the processors o the sources which are protected,monitored or drted must be counted fm the purpose of deterun,nmg the numbei of licenses r aired FoE the purposes of the follo 11 FSrogram: OracVe ATG Web Commerce Search,only the processors .n Which quenes are processed must be counted You do not ed to coLatt processor_,on winch the Program is nurning for andex g,content in CQUEP,lied content sources as Yong as the foregoang,a e only use of the Prop am on all the processors installed in green server Proje,el- as defined as a scheduled sta e gate process plan in operation. Property- is defined as a location with a: gle physical address. f^0'0,000 Quenes,Per Day: is defined as Ev undyed thousand queBie- four m ght to the next midnight4.g., a day) to the production NOEX engine,ancludizig,but not h ed to: text searches;changes o facet(,refinemen(1- and page up,'dovm, tin-ough resu➢ts (any text bo-A query, change in facet sellec on. change an results vie ed) Queries that can be reasonabVy shown to be geneBated via malicious intent,,such as Denial of Semi, e attacks,are not co ted against the number of licensed queries. You tarxy also urse the prograurs forrion-Product2on uses,includin butneat hmnedto ea,-elop3nent,,qtL,:LlLt.v-,ts,.LuanLe,and peEfoEm-tncetenting. SDI inRevenuc istiefinedas one urdLonUS DoUarsrzia incom interest income and non interest income)before adjustments for expenses and tasDes generated by You during a fiscal year. SDI Rei�e3aueUuderk.Eq�nqgement: istiefinedas one=flllio S oVlans in all income(interest income and non interest mcome) before adjustments for expenses and taxes generated by Y , during fiscaV year for the product Lines for which the Programs are used. Record: The Customer Hub 132B is a bundle that i Vude:s two compOne Siebel Univemzl Customer NfIster 13213,and Oracle Customer Data Hub. For the purposes of the C omer Hub B23 applicatc ,recorci is defined a, the total number of=que customer database ri_-cmds stored m the Custo -Hub 32B application(a.e.,s, red in a component of Ciutomer Hub 323). A customer ciatabase record as a unique bmines entity or company recorcl,,wirich a stored as an account for the Swbel UnIVErSI Customer Mistea 13213 product oz is an02g,3 zationSor the Chack Customer Data H3u product- The Customer Hub 132C,is a buntUe th includes mo components.Siebe➢Universal Cu, mer Master B2C and Chacle Customer Data Haub For the purposes of the Cia; mar Hub B2Capplication,recorci is defined as the to I number of unique customer ciatabase recortis stca-ed in the Customer Hu 132C application(i.e., stored an a component of C usto Hub 132C) A customer ciatabase record is a unique coruxuner(i e, physical person,)record,,which is stored as a contact for the , bel Universal Customer Mi ster product or as a person for the icle Customer Data Hub product. The Product Hub is a b )e that mcVudes two components,, Siebel Unaverssal Product Master and -acle Product Information Management Data Hub oE the purposes of the P2 oduct Hub application.,record is defined as the total - ber of unique probducct database records stor imu the Product Hub application stored in a component of Product Hub) Apzo ct database record rsa UnilqUe product Co rent or SKUstored in the NlTL_SYSTENf-ITIEMS tabVe vrAll an act?;e DE MaCtIVe:statta d� d does not atiLlue any instance item i.e. *-star items)or organization asngriments of the same item Fora"the purpo s ofthe Clve Hub Propim a record is tiefined as the total number of unique case tiatabase records st - an the C!ase Hub Progr A case datalrase record is a unique request or issue requiring investigation orsen-rce stored m S-CASE Isle with an active or actavestatus cease�_Defmirizms Baid Faflei_v05_TR RS-US-ENG Page I I of SERIAL 180233-RFP E the pur-poses of the Site Hub Program a record is defined as the Natal number of unique :site database records stored::in SITES-13 table of the Site Hub program. A site database record is a unique site(e.g.,an asset7,a building,part of 1 buil g (such ,astore or a franchise unthin istore,an ATT4,etc.D stored in the Site Hub Program. For the pains;listed above,please see the application licensing prerequisites is specified in the Applications LLcen,' g Table which may accessed at hcp. okac."r,C:O 0..1.CC'krhn'c-fog the grant and r s estriction ofthe undeBEyung Oracle technolo .............. ......................... Fog the pion-poses ftlie0zacVeD,it-,tRe➢-,ttion-,Luph'fana7.emeatP2opani,,a record as defined-,tstlieuLiuqtLeoccumi-enc of=ybusmess object or niaster construct that You choose to manage vrAhm the Progxagn Recmds may descnIbe any n btr of enterprise information assets,c only referred to as base members,incVudnig but not hunted to cost centeims,➢�edgera ougats,➢�egn�entitle:, orgaiaLzatlon-,produe vendors, assets,iocations,regions Or employees. Additional2y,,a record may a e a summary object,, coulmonlyre.femi-ed to as :rollup member,that either summat-uAs base membeams or describes hieriuclil information issociated with UndeiEymg base mem. rs. Records repri--aent unique occurrences and they do not mcVude any tizi rates w shared references that may be essential for man data management purposes. Fog tile purposes of the SuppheB 1 cycle Management and SuppheB Hub Programi,a record as ,fined as a unique buciness entity or company record stored is Supp in the AP-SUPPLIERS tabhe of the SuppheB Lifec, e Management and Supplier Hub Programs Fog the pigg-poses afthe Life Sciences Custo er Hub Program,,a record as defined-,is the bey ofunique customer datib,ase records stored in such Frogagn A customer databas -ecord is a unique physician(�L.e.,phys .I person)record which is stored as a contact for the CTacle Life Sciences C I ustomer Hub Pro am 10,00 Recoirds: is defined as ING cleansed record, i e.,,minis)that are outpu "om a production Ciata flow of the Data Quality for Data Integrator Program. Registered'User: is defined as an anclivadual authorised by 'ou to use t -ograms which are gnstzih2ed on single server or multiple sel-ven7,regaid2eas of whethea the individual as actively u, the Pr ram-,at any gn en time Registered Users shall be business partners and/or customers and shall not be 7i'our emplavees. :E0,000 Requests,Per Day. as defined as two hundred fifty t d requests fi-ogn nildnigirt to the neat midnight(e.g.,a day)in the production system,-,. Requests that can be reasonably s wnto generated via malicious mtent,, such as Demal of Service attacks,are not counted against the giumbei afheensed re ests. You y-,tko use the l3i-o-,-,i-am foE�LLon-pz-oductio�LLuses,meh'Llng but not Limited to development,quality assumance,and p forumance testin Fog tile pigi-poses of the FoUawing Program:; ATG t b Commerce,requests the full ATG pipeline it the ATG Hymn moHand2er in the Servlet Papeline,made by web brow-sers or a web service caUs in the pr notion systems,gnc8udmg,but not Initiated to:JS P page requests,;Aji%,reqLLEStS,FLEST:seivice re estc: SOAP seivice reqLLe::-,t::",,We ervice ciUs by native moblle aPp licatiom,Bich front end applications or other uneg3ated ex mal systems must be counted for the upose ofdeterglurging the number ofhcenses required. Fog the purposes of the folkuang Pro,-°in-WebCente2 Sites fog 01 acle ATG Web Coungner .,requests to the production WebCenter Sates or production WebC I enter Sites ateUrte ServeB Programs for page m page fragments,JS age requests.,REST'servic e requests„ SCJAP servLce requests m web see ce calls by bToimers or external application must be counte for the purpose of determining the nugglilber of Licenses required. Fog the pur-poses of the fo,, ,Big Prop= Endeca Experience Nfanager,miquests at the piodItIctiO, !"szembler and Presentation APL including but not I rated to:any Page request for Experience MMagel,any SlMflE submitted query r the Search Engine(text bo-A queries,se➢ecnon Changes in facet selection),page requesn by an application(e.g. ATG Web Co erce):direct requests from web browsers ,ebservice call-,by native mobLe applications,Bich fiont end applications or othei ante ted e.xteisanV systems Must be counted f the purpose of determining the number of license:,,required.. RetARegis is defined as any tieilce designed to record,any part ofa saves mans action. Folplix-p 'es of the Oracle Retail`:store Office Program, the licensed quantity par chased,must at a minimum be equal t pipeater th a n t number of Retail Registers on which the Orac e Retail X3tore Polm of Siei-nce Pro gram as installed an&m runnin aceme-Defmtimx lad FAi3e,,-vC6 3 R R S-USJIvG Page 12 of SERIAL 180233—RFP tail Store,is defined as-,my location where rrvc or more people time employed,to geneBate revenue by selling goods and servic S to -stomers. Retail _irelesr Deilce� is defined as a detached device that accesses the Program. Examples o6wireless devices mclu ut are neat hunt to,,:scinneBy,RFtievaces,PDA:s. Reveuue Ce; n! as defined as a logical reporting as configured within a Location. For example,,a restaurant that - eps its report-, and configurab sepaz ate from its bar and it-,room service would require 3 Revenue Centei Licenses(one for the i atau rant7,one for the bar and one fo, oom service), RoretnNel Rartuer terfqce Processes'R,'� are defined as business processes between tradmg 3-mers Preconfigured w.steui-to-system X�ML- used dialogs for the relevant E-Bxrsuiess Suite Application(s) are provided ach preconfig-ured PIP mcludesabuzinessdocum t wah the vocabulary and a business process with the choreography of the essagetiralog. RuleSeti! isdefinedasatiatai esfi2econtaiiung content for agii-eneatint3-y:mo:rcleatopeafozm atiqtlalLt.V:functions optLumecI for that country Seri-er: is defined as the computer o ELch the Programs are installed AServerlicense owes You to use the hoensed Prop-am on a sing0e specified computeD. For the purposes of Acme Packet Prop any, Server in a I-Litual enviro�nment as de as a virrual machme amage. Seri-ace Order Line: is defined as the total noun x of service ortier entry line i _ms processed by the Program dining a,12 month period Nfukiple service order entr'v line iteur,ma. e entered as part ofan i vicival customer service order ca quote. You may not exceed the licensed numbea of Seri,ace fhAea Limn during any 12 iron penod unkss You acquire additional Sea"ice fh-der Line licenses from Oracle. 1,0,00 Sites. is defined as one thousand unique:sites added Nfulti-S'e Quotes created during a 12 mouth peraccl Sites added to Nfuki-Site Quotes are listed a,records in the Site QEnaracten s V w and the Billing Group View of a Miiki-Site Quote. A Site record is uniquely defined by its Service Account and Service t fielcls. A single Site ,as defined by its Ser,.-ice Account and Service Point fields Site)that as added to multiple Multi-&Lte '. te created timing a 12-month perrobd shiH be only counted once. Sochet. Ls defined as a slot that 110urses a chip(or a muilti- op modii2e at contains a col2ect3on of one or more cores s. Regardles of the numbeD ofoores,each chip for multi-chip module) ;LU count as a s ee socket. A21 occupied sockets on which the Program is rnstaUed and,or running mtL:;t be licensed. Dracl@ solaris Preim'@r Subscription for Nou- acle H.qrdm-qrL per socket. is defined as the right to use the Ch-acle Solaiis Programs (as tiefined below) on [Endware not ufactured by or for Sun/fh- e, and to receive Oracle PreLMET SUPPOLI for Operating Systems servLces (limited to the acle SOl-MIS Programs), for the term ecafied in the ortieDing document. "fh-acle Solaris Programs,'refer`s to the 47h-acle Solat operating system and the sepatately hcezu tLLu-d panty teeLinolop-(istiefoleclbelouJ�. The Oracle Solaris Programs may can n turd party technology. Oracle may pro de certain notices to You in Program Documentation,"reidine" files or the sta2lation details in connection with such third pit technology Tlurd party technology will The licensed to You ertlaeB under t :terms of the agn--ement,or if specified in the Prop"" cumentation.,"readme"files,or the mstalIation tietailz7,under separate 11 tense terms("separate termn")and not under the tei�.7 , agreement("separately licensed third party technology"). Yourti is to use sucLi:separatelv licensed third patty technology uLmdert :separate terms.-are not restracted m any way by the agreement. e Oracle Solaras Programs mxy include or The distributed with certain= arately licensed coraponeins than are part ofJiva SE SE'7). Java SE and all components associated with it ire licensed to You der the terms ofthe Oracle Binary C I ode License Agi ent for the Java SE Platforms Products,and not under the agreement. A copy the Ch acle 33mat-Y Code License Agreement for Java SE Platfoirn Products can The found at vc-,na, :-cra Ve :an.,.,z c)rmn'c-�. ........................................................................ This subscription m< z vai2able only for a ,erveB that is certified by Castle and listed on the Hardivare Compab t7y List�CL)at .. vcvnx .. vie��fb lv� �uJEu YoumustGbtama subscription license for eachso�-etmthe:",er%ei. ....................................... The subscripti term as effective upon the effecbve date ofthe subscriplion ordering document,miless otherwise ated in Your orcle2mg doc ent. If Youu orcler was placed fllMough the Chacle Store.,then the effect3ve date as the date Your orcleD s accepted bv Oracle. -acle Premier Sixp oft for-Operating System services services are pzovided under the applicable technical support � cies in m eiTect at e time the services azpe provided. At the end of the specified term,You may renew Your subscription.,if au ailab at the then c rent fees for this subscziption ease�_Defmrrizms Biad Faflei_vD5_TR RS-US-ENG Page 13 of 2- SERIAL 180233-RFP Yoin order specifies"I-4 socket seiwer"then You may on y use thesubsmaption on a server with not MWre than 4 sockets Y -order specafies`*F+socket server'then You may use the subscription fbE servers vrah any number of sockets Slorc ry defined as a physica]:store Vocation winch se2ls goods or services that utilize one Point-of-Sale(POS)system. if a ysicaV store Voca on his multiple POSsystems,then each POS system.must be counted as a Store. Strei arm: is ' ed as a concurrent b ackup m restore job to a tape,disk m cloud tam pt. Four tape tam pets(whichwou e a physical tape t1rive(e.g.7, I WOOD or LTO,6 1)or a vartual tape drive),each configured,tape drive within the OracVe Silecur ackup domain must The counted determining the numbeB of heemes required For disk taz gets,each concurrent job define T fh-acle secure Backup disk pool The counted for determining the number of licenses required. Fm C I VGud lbased t3rge uAllaang,the Oracle Secure Backup Cloud odu le,each paraUeV Recover.y 1%13nagger(R1fAN)channel must be counted For d: -mining the number of licenses requiri--d Subscriberi is defined as,a working telephone number for all wirelme devices:(b)a portable ha, set or pagang devace that has been activated by You fm wirel s communications and pagging;(c)a residentiaV chop or a nonxesi .astral devLee serviced by a cable provider;m(d)a hve connected u' ty meter. The total number of Subscribers as equal to the a -egate of a12 types of Subscz ibers. If YGin business is not defined in th i-min-y definition of Subsmaber above,,Subscriber as ti fined as each U.S.$1,,HO anLrement of Your gross ann.uaV revenue as repai to the SEC Your annual report or the equivale accouavtrnp m reporting document- Suite• ist defined as all the functional so: e components described in the prociuct ti orientation. Sun Ray Device: is defined as the Sun F-iy co uteB on winch the P2 op aan is rL ng. Systern. is defined as asingda,confipci-ation enviro east- Test,,production, d development configurations are considem-d three separate systems that must each The licensed. Tape Drivc is defined,as mechanica.]devices used to sequ trally wi-a 7,read and restore data Irom magnetic tape media. TypicaUy used,,but not limited to, data protection and arcinval purp ' �' to a I ves are deployed either as a standalone mn s) or housed within a robotic tape library. ExampVes of tape drive mcVude b z e not limited to,Lmeax Tape Open fLTO),Drgital Linear Tape (DLT),Advanced intelligent Type(&� 'l,QuarteB-Inch C I attLid; QIQ,Digital Audio Tape MAT),and Snun Helical Scan For cloud lbased backups,ChacVe counts each pazaHel stream or R uvet. Nfaniger('FJ+fAN)channel as equivalent to a tape drive. Tape Library Slot- as defined as a physicaV-slot locationconsistsnatape 1: miry where each slot accepts a single tape cartridge. Te,ehuical Support Fm purposes of the ordering document,technicalport of annual to ica]:support services You mxy have orclered for the Programs. l�FoE-dered,,annual techmca:Llsuppo ;aziLluding,ffi-st year and all:sub uent years)is provaded under OzacVe':s techmcz� p -su poct policies in effect at the time the serva s are pzovicied. The technical supp -t policies,incorporated m this agreement„are suibjecttoch.ing,eatfh-.icl)e's discretion;LIO , -er,Oc-,teVe policy chinge:svni2 not z-esu2t a materixV reduction in the level of services provided for supported Programs dining, e period for which fees for technical suppo [Live been paid.. You should rin-lew the policies prim to emeBing,into the order document for the applicable services Youmay cuss the current'version ofthe tedmical. support policies at i,�.. YR.� ag��vC.'D CN�"AU nfta:t: ..................................... Technical support as effechn-e mrp the effective date of the oEdering document unless othetvase s ted urn Your order If Your ordei was placed through the ChacVe ,tore7,the effective date as the date YGin order was accepted by IDTac . Soft%rare Update License Support(m any successor technical support offering to Software Update Lr se 8z Support,"SULS") acqUiredwLthYauzord may be renewed annually and,if You renew;SULS for tire same number of licens for the same Proplur, for the first andseco, renewal,year:the fee fm SULS,will not increase iby more than 4%uver the prior yea 7 s fees If Your orcleB is FuHiHed by a me bey of Oracle's partner Progrnn,,the fee for SULS For the first renew aV ream will The the pra quoted to You by Your partner;t ee for SULS For the second renewaV yearn^mill not increase iby more than 4%over the prior yearn Fees If You deci to purchase technical support for any license nathm a license set, You are required to purchase techni nV support at the same vel For aU licenses within that license set. You may tiesupportasubset ofheenses in a license set only if'I i ap-ee to te2mma that subset of licenses The technical support fees fm the remaining hcense:suiUlbep.L-iced LnaccoE-d3nee with the finical supp policies in effect at the fume of termination. Oracle's license set definition is available in the current techmeal y port 1,cease�_Deftmdzns 2nd Flflei-vM-T R R S-US-ENG page 14 of"- SERIAL 180233-RFP olicies If You decade sotto purchase technical sup with ne'x versia,port,You ma-y not update any unsupported Propim licences nex versia 0 e P20pam. Telep ue N umber: as defined as each unique telephone nuinbe2 fm which the billmg,information is managed oE displap using the Pro mu,regarsUess of the nwribez of inchvidual account holde2c associated with such telephone numbers. Terabyte: r, efineda-,aterabyte ofcamputerstorage space used bya storage filer equal to one tnlhon bytes., 5B in Total Ass sm is defined as one billion U S tiol2mc ofYaur latest published oE inte2mally available "To, I Asset Value'as disclosed in Your a Triinee: is defined as employee,contractor,student or otho person who as being recorded by the Ist. -IM Tranmic,tionm is defined as ch set of interactions that as initiated by an application user recorded b, racle Enterprise NfanageB to capture availability and perfoa nce metrics used in calculating service levels For example,tile ft owing set of mtemcti onsaould represent one transaction login.,, arch custoiner,log out. Transaic,tion Service-,Chen 1: as def d as a device that is used to receive data fi-oin an ext al source to record a sales t3 ansaction (e.g.,a device in a caffeeshop that is u by c wtoiners to enter theirsandurich m de.r,). in riplexin,.-hardnare or software(e.g. a TP monitor m a web ser�-er product),is u dl,this number must be mea-nired at the mu plexingfionterid For the purposes of the ChacVe Hospitality Sna evices that are used to send property oz revenue center configua-ation to in exter= source mustb atmtedasT�r-,wLin-actionS,eiiic,,e wants to display menii item information(e.g.,pric name, etc.),onanienub rtibehnid the counter and the menu board sy:;tem requests that a device provides a list of the menu ate andpneesthatarea- ilable for purchase,then that device must be licensed as Transaction Seiiices Chemt. IUPKI)e,i-eloper: is defined a:sanandLv,-iduzlautLio��rizedby7 utouse Pro pnuns which are installed on asin0je server or multiple servers,,regardless of 7rhetheB the andi-vadual is actively using t a-ams at any given time. UPK Die,.,elopers may create,mwdLfi�,, vaew and interact withsiniulations and documentation UPK Modulc is defined as the functionalsaffivare comps; _mbt dese ed in the product documentation. Video Wrqpper: as defined as a stmdardized contai drat act:a,a systain for iideo asset installed per site. E=npies of video wiappeB forinats amlude Y.F.G INIXF,OPIA,A ,QiuckhMe and L". Wirel,ess hxudsLl: is defined as a mobile co mcatmons device such as a>my de telephone,PDA,orpagmgtievice,,that has as prim z-yfunLtio,nsvr fireless v�Dicecommunic,ttic s and data services provided thro a ser�-ice pm o-c-xier. 117orkstatiow is defined as tine client cot uter fi-om which the Prop-ams are bem,.-a essed,regirdle:ss of where the Progxamis installed. Term Deignihtiaa 1,:,3, 4, -.5 Year ler= A gram license specitying a I.2. 3,4 oi 5 Year Term shall cc Le oxi the effective date af the o.rcleB and shall continue for specified penod. At the end of thespecifieil period the Program lice rve shall terminate. ,cease�_Defmiticxtis and Rkflei-vM I R R S-US-ENG page 15 of' SERIAL 180233-RFP )6ceuslng Rules for Oracle Techaolwnr]Pro uains and Oracle Business lutelfigenceApplicatious, F oi�er- Subj ect to the conditions that follow below,Youz license for the Programs listed on the U,S Oracle Technology Pric ist7, whi mav be accessed �arv,,,Iv OT2C..P C 0:U1. .............................................................. i::u-zj2!i:e h.m, lmnl,includes the right to run the censed ................................................... Pi-ogra (s)on an unheensed spare computer an a faalover environment fbE up to a total of ten separate days in any give calendaz year(for mple7,if a failover node is dorris for two hours on Tuesday and diree hours on Friday,it counts as two days The abo,%-e n&only a lies when a number of machmes are arranged in a cluster and share one disk,anay. When the primary ode fails,the fai2oveB node cts as the primary nobele. Once the primary node is repaired,,You must swatch back to the primat. ode. Once the fai2oveB period s exceeded ten days, the farlover node must be licensed. In addition., only one faalover de peB clustered, environment is at charge For up to ten separate days even if multiple nodes are configured as fai2over Dom , e for maintenance purposes counts tow, -ds the ten separate days limitation. When licensing options on a fai2oveB environment, e options must match the number of licenses f the associated datab,ase. Addit2onaUy,when hce rising by Named Usez Plir,the 2 minimums are waived on one faalover node cull Any use beyond the right granted in this section must be licensed sepaz ately n a fai2m-eB environment, the same license metric.mu The used for the production and fallover nodes when licensing a given cl ',erred configuration Te stiuga Fm the purpose of ter g physical copies ofback-ups,Your license For the Oracle Datai selEnterpi-reEtbtion'Standazd Edition o,rS tindaz-d Edition fJue) ludes the right to run the database on an unlicensed couiput -far upto four tiLue:s,,neat exceerl3ng 2 days per testing,in any given cal d3ryear. The aforementioned right does not cover an,. theB data recovery method -such a, remote mirrming-where the Oracle P gram binary files are copied or synchrunize'd. You are responsible for eusurfiag thn I th a11owingres:trictiour;R,3°euot violated. • fh-acle Database Standard Etbhon 2 may o, ,t,The licensed onnsen-eBms tLat lo e a mammum capacity of sockets When used sink Oracle Re-,tVApphe-,ttionC!Iuste3-s.,Chaele -,ttib,z-,eSt-,tadaz-d Edition 2 ay only be licensed on a masumum of 2 one-socket sen-ems., In addition.notwithstanding any prove I on in Your fh-acle he se agreement to the contrary,each Chacle Database Standard Edition 2 database may use a mamnmum f 16 CPU,tlu-ead t any hine. When used with Oracle Feal Application Clusters,each fh-acle Database Standard Edition 2 d abase may u , masumum of 8 CIPU thineads peB instance at any tinae. IF You purchase Named UzeB Plus(,NUP)hcenses,,You ust M3Mt a minimum of 10 NU P perrsen-en • If you are licensing the Chacle datibme Propim,you m . net, use or pe=t reverse engineering(unless required by law for LmeB operabi2ity),disassembly or decouipalation of data FOL mcluded in or produced by that Program.,the foregoing includes a pm olubit2on on reverse engineering of code,data fures,file formats or memory Foruiats included in m produced by that Program cruse of any tools car products tlut have een ived from the reverse engineering of that Programs or those data form-ats. • Exadsta,Database In-Memory may only be used on adata Datibm Maclunes and fh-acle Superclusters. • Exadsta,Multitenant may only The used on E sadata ataI ase Machines i Oracle SupeBclusteBms • Weblogic Serves Standard,'Edition does not nic de I i'ebLogle Filerxer C tering- • Business Intelligence Standard Edition One c only The licensed on servers mt have the ability to run a maumum.of 2 sockets The data:sources for BI Server and B,I PuP y x are Ininted to the included ,sole Stindazd Edition One,,one other datab,xse,, and any number of flat file sources such s CISN,and XLS. You may use Oz a e Warehouse Builder Core ETL to pull data fro any number of data sources but Y must use only the included Chacle Stan -ti Edition.Cane a:s the tizwetdatabase. • Informatica,PcnverCenter and PaweB zurect Adapters may not The used on a standalo e basis or as a standalone ETL tool. The Informatica,PowerCenter and Poi : _"onnect Adapters may The used vrith -,my data :so -ce provided the target(s) are: (i)the fh-acle Business Intelhgence ap cations Propaur- (excluding Hype2ion Enterprise Per, rmnance Management Applicatiorn)7, (r()the underlying platforms o Leh the fh-acle Business Intelhgenc e Extended Edition Pr am,O�racle Business intelligence Standard Etbtion One m as= crated components of those Business intelligence applications ropams nual, Or(Iii) astaging database for any of the firo, going. Infozinatica,PoweiC:enter and PowerConnect Adapteis may so be used where the Oracle Business Intelligence z cations Prop ams (esic]udmg Hyperion Enterprise Performance Mantua , ent Applications) are the source and non-Oracl in,I n,,,Iritelhgpnce application Programs are the target,prodded„t1urt u s s do not use InformaticsPow,erc enter and P ri-is �O erConziect Adapters to transform the data. • With p 't t.'l 'saga ..v a SE Ad%-anced and Java SE Suite Programs.You may not create,modify,or char the behavior of,or authorize Youz seBms to create,, modify, m change the behaviour of, classes,, mterfaces,, or subpackages t t are in any way identified a ava-," " 'oracle'or any variation of the aforementioned naming,conventions. T Lustallati n � Java% sun or o and auto-updat processes for these Programs transmit a limited amount of data to Chacle (or its service provid about those speciEc ocesses to help Oracle undeB-stand and optimrze them. Chacle does not associate the data with personall. dentifiable infer on. You can find more information about the data Oracle collects at=`CtlL. ckaje:a1g.,.co: Additiona, opyright nolnc sand license terms applicable to portions of the Programs are set.Forth at ......................................................................... L Page 16 of"2 SERIAL 180233-RFP Programs that contain"for Oracle Applications"in the Piz grain name are limited use Programs. These lumted use Prcgra "'use P ay only The used,with"eligable"Oracle application Programs that contain the following prefixes an the Prop.-am ruame: Or cle 7'u ioir, fh-acle Conamiinicatiow,*, Chacle Documak-ei, fh-acle Endeca:*,, Chacle Knowledge, Oracle Media,, Chacle ail,*' 7, tJr-a e Enterprise T=tion*,Chacle Tax,,Oracle Uti2ities*,Chacle Financial Services:*,Gracle FLEXCUBE,,Oracle R veleti, fh-acl mzweBa, fh-acle spitality,Oracle'p3Fi7,and fh-acle Relate. For those prefixes designated above with a"*"not all Prop,- s with that prefix are rgible For use with the "6ur fh-acle Applications" lunited use Programs For a list of exch-Lded P pitirs please review the plications Licerning,Table,which Luzy The accessed at cr�c" th, ............................ ani�n"kvh N mdmng anytiaing .......................... above,Oracle siness Intelligence Suite Extended Edition For Chacle Applications may only be used wi eligible"Oracle application prop s drat contain"fh-acle Fusion Hum3nClzpLt:LIM-,tni7.Lment"asapz-efif.in,dBL-P2-Gpa name provided that the Oracle Fusion i an Capital Nf anagement Programs are the only P2 op ams configpired to main aga t the database instance fh-acle Bxrsiness Inte genie Smite Foundation Edition fm fh-acle Applications may also be use rth the Oracle Product Information Manageme Anah-tics,Fusion Edition,,Chacle Customer Data 1A M'47.Luient Analytic ,Fusion Edition and Chacle Product LifecycleArialyti. Programs,. fh-acle Business Intelligence Suite Foundation Edition fo Jhracle Applications may also be used with the following ograms provided that the fh-acle Fusion Applications are the y data soui-ce: Oracle Sales Analyncs.Fusion Edition; Or le Partner Anal,,tcs,,Fusion Edition;Oracle Supply Chim. Ch-der 1A anagement Analytics; fh-acle Financial Anal)-tics,Fusa Edition:Chacle Procurement and Spencl Anal,,tcs,,Fus nEciition:fJTacle Human Resource:s Analyncs,Fusion Edition and Grac ProjectAnxhtics :any use oflmxuteduseProgra �cont:Luung'for O�rieVeAppheations' by other fh-acle applications m third, 3ty applications as not permitted. fh-acle BPEL Process ManageB Opho fm fh-acle Applications may be used o, to enable business processes, wmkfiow mteBacbons and approvals within eligabl) acle Applications. Workflow ante .coons between elipble fh.-acle Applications and,,other fh-acle Applications or third pat . applications,are allowed a,Ion z s they ai-e enable&'imtiated within the eligible fh-acle Applications. Business Processes de ed in BPEL are allowed as ng as at least one of the services invoked fiour within the Business Process access an eIrgible LY cle Application either vely(via Web,Services)or via an adapter fh-acle Business Intelligence Suite Foundation E on for Oracle App rations may be used only to pe2form query,,reporting and analysis against a transaction database,data wa home or an Abase OLAP cube if: (() the tratisaction database as an eligible Oracle Applications hanaaction database itse ran extra o�n in.wholeorin pa3-f,,ofanehpblefJracleAppheations transaction database,without transformation(query,,repo ng a analysis against a transaction database that is not an eh gible fh-acle Applications t3ansact2on database requires a fib.111 urse e of Ch-acle Business intelligence Suite Foundation Edition;),, m (ii)the data warehouse is a pre-packaged eligible fh-acle " lications,data warehouse,with any cmtounzitions necessary to reflect custom,-ations nude in the eligible Oracle Applic ons, d restricted only to the eh g:ible Oracle Applications soum ces (query,,reporting and analysis against extefisaonsr to the ata ware use drawn from source systenis not supported by the pre- packaged data warehouses require a FuH use license ffJTIC]eBu, ess Intelligence Suite Foundation Echtion); m (Li r) the dimensions of each Essbase OLAP Cube are souic from eligible Chi Ee Applications. • fh-acle WebLog:ic Suite for fh-acle Applicabolm z y be used only as an bedded runtime fm eligible Oracle Applications m to deploy custom,-ations to an eligible fh-ac : Application. The Web gic global datasource or one of the WebLogic appheatio�nciat.isource:s crust beconfi,.-iu-edt access the sc�Lienito�faneiLglb Chacle Application. • Data Integratm Enterpi-ne FAbhon for Cara e Applications may only be used rxi the Oracle supplied data integration jobs and customization of the supplied jobs as all red. Fca the avoidance of doubt,,examnp s of uses that are not perrilitted include,,but are not linuted to,the following: ad g new jobs that support different applicatiom new schema,m prevaoursly urnupported application modules. • fh-acle SOA Suite for Oracle A 'cations may be used only to enable integratioir,bus ss proce sse:s,,workflow mteB actions and approvals within eligible cle Applications Workflow interactions between eligible ticle Applications and other non, eligible Oracle Applications r ffind pioty applications, are allowed as long as they are ert a initiated m tenaimated within eligible Oracle Applicatio . Usage of SOA composites(,including but not limited to Rules,Nfe tor,,XSLT trans&rur,BPEL processes.Spring co�mpo nts.lwoikflow services and OWal secua-Lty policies)as allowed as Ion at least one oftheservices invokedfromwahine h composite acres e, an eligible C racle Application either e W(natively via . cra rvaces m vaa an adapter and the invocation a; art of'a flaw,that as either initiated or tenaimatednithin ehg:ible fh-acle Applicad s fh-acleSer vice Bus (OSB)usage as wed as long as each service deployed accesses an ehpble Oracle Application ei 2 natively(via Web services)or via adapter. fh-acle We - ter Portal For Oracle Applications may The used only to surface eligible Chacle �pplica I's) and Custom application 'zollectively,, "ehpbde applications" Surfacing any thircl-party applications,inch-Ldhir-other-a lications from fh-acle,r urres a license for fh-wle WebCenteB Portal. multiple eligible applications rwry be surfaced in a single -tal instance pro'%'-] , that a WebCenter Portal for Oracle Applications license exists For each eligible application surfaced m e portal. Web enter Porta]. For Oracle Applications may The used to integrate the various WebCenterservices(e.g., wakis,lb r,7,and di; ussions) into an application context, as well a-, to build out custom woikflows and notifications between the pble pheabo�n and WebC,'erAer Portal ea,mpo,nent,s The content management features of the Oracle WebCenfer Portal for 0 cle cease�_Deftmdzais end Rue i—vM-T R R S—US—ENG Page 1"7 of"2 SERIAL 180233-RFP heations Program may be used to store and manage documents created outside of the eligible application provided diat su tioc ents are related to the eligible application or to the application context. • Ch-ac 'ebCerreB Imaging fm Oracle Applicatiorr,may be used to create and modify imaging seam clues,to modify pri-i-pa -aged imagin pplication document types, and to create and modify input mappmfs to imaging applications. Oracle ' CenteB Imaging -Chacle Applications may also be used to invoke web service application programming interfaces 37s) from fh-acle App ' ation wmkflows. A license for Web[Clenter Imaging for Chacle Applications as required to 4:1efure document types for the nagement of images unrelated to a pre-packagged Oracle Applications integration,,to develop cus m worl-flow,17, and toinvokeA s from custom,workflows or custom application integrations. • f h-ac le Identity an cress Nlanag.Lment Suite Plus for Chacle Applications maybe used only to perform a aciated actions for users of and within t eligible Oracle Applications. The Programs may be used to do the foHowng ( add,,tielete,moclr6-, and manage user identi es and roles in the eligible Oracle Applications;('=")prok-rcie web access ement and siqfEesigai- on:imoeligableChacleA lication,-,(3)pro,,-ude data storage ari-LttLLahzationto data storage o:fwer entities and user identity^ related information oE autHu cation and authorization policies for eligible Oracle Applications: prevade federated single sign-on toeligable Oracle Ap jeations. • fh-acle Cloherimce Enterprise lion fm Oracle Applications may only be used within the e Haw a Virtual Machme as the eligible Chacle Application Camp mats. • fh-acle GoldenGate for Oyicle App -,ttio�LU LU;Vy only TDe used 7n,,LtLttLefh-acle:s;tipphed epatio�njobs. Custuinuzation of the fh-acle supplied,integration yobs iza ",edif necessitated lay ((Icmtouuzationso:f e source application ca of the target application or(n)fm perforin3rice to ofthe GoldenGate configuration. Chacle MenGate for Oracle Applications may not be used(i)for data replICItIOn to 110�rn- - cle databases m (ii)by other Oracle a heations or(in)by thud patty appliCations for any type oftiata,integration or replication Dse:s. Fm the avoitiame oftiou ,examples of otheB uses that are not permitted include,but are not limited to,the foHowng z heating,data to non-Oracle abases(including lAySQ.,L),adding new source m target schemas,addizig,unsuppofted applicabb modules to source DE tar t schemas,supporting other replication topologies (e.g.,acbve-ictive m mulh-niastei)or adding anyt g not supplied by 0 cle. • The license for the Hyperion Planning Plus P:rogr :includes a hIn use license for the fhacle Essbase Plus, Hyperion FnIHICIal Reporimg and HYperion Web Analysis Pro,,- ms. Such ted use license means that the Oracle Essbase Plus, Hyperion Financial Reporting and Hypezion Web Ana, rvis, Pro in-, may only The used to access data fi-om the Hyperion Planning Plus Program. The Oracle Data Integrator far Etim cle usmess Intelligence Program may The used to load data fi-om any data source provided that the target database as the Hyper Planning Plus Prop-am. Specifically.the Oracle Es:,,b,z-,e Plus Program,cannot be used to create Essbase cubes that do not b am ciata used by the Hyperion Plan tring Plus P2-Gp am and the Aggregate Storage option component of the Oz acle Es-ba ph-Ls -ogrammay not be used. • The license for the Hyperion P2ofitabilitv and Clost Ia gementPr am includes a limited LVA ILCEIUL for the Chacle Essb,z-,e Ph-v,,,Hypenon Financial Reporting,,Hyperion WeU alysis and Or le Data Intepato�r for Business Intelligence Programs. Suchhurited use liven e means that the CmacVeEssb ye Plus.Hv YI-1-1 ]Hyperion F racial Reporting,H on Web,Analvsrs and Crack Data,Integrator fm Business Intelligence Pro,-La s may only be used to a ess data ficin the Hyperion Profitability and Cost N1 ana_pment Pro gram. Specafically,the Oracl 'ssb,z-,e Plus Program cannot e used to create Essb,ze cubes that do not contain data used by the Hyperion Profitability and ost Nf anagement Prop,-am and Aggregate Storage option component of the Oracle Essbase Plus Pi-ogram may not The A If You purchase N'armed User Plus fire es for the Programs listed below, You mnu, t maintain :F Named.Users Plus per Processor: 6, Oracle Database Enterprn drtion 6, NcSQL Datab,xse FnAeB se Edition 6, Times Ten hr-Nfemar, atabase 6, Rdb Enterprise Edi n 6, CODASYL DBIV 6, Data Integrator riterprise Edition 6, GoldenGate 6, GoldenGa for Non Chacle Database 6, Golden .to for Maanfi-ame ■ Gold Gate Vendara ■ Go enGate for Teradata Replication Seivices ■ ldenGate for B1g Data ■ IdenGate Foundation Suite ■ Data Integrator Enterprise Edition for Chacle Applications cense�_Deflaxtions 2nd Flflei-vM-T l R S-US-ENG Page Is of SERIAL 180233-RFP ate for Oracle Applicatiom D coveryFoundaticn for Oracle APp lications IfVoup -chase Narmed User Plus ficenies for the Programs listed below, You must maintain 10 Named Users lusper Proce-'s,or: ■ Java ch-anced L■ �Hl"ebLopic I 7ET Standard Edition ■ WebLGg c&e3 r Enterprise Echtion ■ WebLGgic Sure ■ Web TaeB ■ Coherence Standard tition One ■ Coherence Enterprise lion. ■ CoherenceGrid Edition ■ TGpLink and Application D -elopment Framework GlassFi--h Server ■ 1uternet Application Sets eB Stan -d aiition* ■ 1uternet Application ServeB Enterpi e Edition* APE Gateway ■ BPE1 Pi-ocess Nfanager ■ WebLGgic Intepation ■ Service Registry ■ EnterprLse Repository ■ Forms.and Reports Managed File T�ransfeB ■ Tuxedo ■ Event Proressing ■ SOA Suite for Non oracle Middleware ■ Unified Bminess Process Nfanigelmemt Suite for No, Oracle liddleware ■ Business Process Management Standard Ethbon Application Adapters ■ Oracle E-B,Lisness Suite Adapter ■ lutegration Adapter for SAP 1 ,3 lutegration Adapter for JD,Ed7vards Woz-' 1utegration Adapter for Swbel ■ Clomi Adapter- 13213,for RosettaNet ■ 13213,for EDE ■ Healthcare Adapter ■ 13213,for ebXIM ■ WebC I entea Suite Plus ■ WebC'enter Portal ■ WebC entea C!onten ■ WebC entea Sites ■ WebC'entei Si a Satellite Server ■ WebC entea mnvernal Content Management ■ WebC ent maging, ■ WebCe ei For[unL Recognition Web' ntei Enterprise CapturL ■ W C entea Distributed Capture e C entea Real-Time C!ollabo�ration ■ WebC entea Site-,]]Aobik Option EnterprLse Identity Sens*ces Suite cease�_Deftmdzms lad FAflei-vD5 3 R R S-US-ENG pflf�e 19 of' SERIAL 180233-RFP Iciezitt-Governance Suite ■ Access Nfanaggernent Suite Plus ■ antlernents Serve tlements Serve Security Nf odule ■ Bee ve Enterprise CoUabomhon Seii,er *The Naml User Plus Nfimmuni does not apply if the Program is installed on a one-processor machine t aUcvws For a, maxamumofo use2per13'rogram. • If You purchase Na, ed User Phu licenses for the Ch-acle Darib,xse Per-mrial Edition Prograiii,You may yliareamaxamum of one Nained User s pez-database- • If You pirchase Named L ey Plus licenses for the Business InteHigence Standard Edition One Pr gra=You may only have a maxamumnumberoffiftyl l ed User Plus licenses. 4 You are responsible fm emuning ompliance with the Technology Associated Progxam1A Lung Table which maybe accessed at......................................................................... Licensing Rules fur-Applications 4 You are responsible for ensui-mg compl ce with the apl licensing requisites as specified an the Applications 1acensing Table,which may be accessed at ckajr :glni gckvm,,g-- Licensing Rules for-A TGApplicl The Ch-acle ATG Web Cominerce Business InteUi- nee Pi-ogram and t Oracle ATG Web Conmaerce Business InteHigence Achninishator Pi-op-am may only be used in conjunc nwithlertlil r:acle ATG Web Conmerce Program 3n&,'or tliL OmcVe AT Web Knowledge Nfanagger Propita. You may,,,h wever,e�: d Yow data triol to include other reformation pz ovicied the additional raformation supplements information as a ady in led in the Oracle ATG Web Conimerce Pro ram or in the Ch-acle ATG Know Eedge ManageB Pi-ogram. 4 The C!ognos BI Consume- Bundle is included in the Ora ATG Web Commerce Business lnte1gense Propita and is comprised of la)one(1)reporting engine for anonymous , ew s consisting,of no mare than tmwo(2)processors and four(4) total cores,fb)uzil anonymous ri--port,.-iewer seat :enses7,( one(1)Named 131 Web Adunnist2ater seat license and one (1)Named BI Professiona F-port Author seat heen Anyadl V:seat licernesmnst be licensed separate➢ybypurchase of Ch-acle ATG Web Commerce BI Adu=stratm seat censer atanadds nal cost and are not included many enterprise-wide or simm2ar license. I-iceusing Rules for DIVA Pro gr am-, Faillwiw- Subject to the conditions that Fol2o ekvw,,Your license fm the Fal2ow Programs: Oracle DIVA Programs(Oracle DIVArchive Manager, Ch-acle D1w,le vLd Connectivity,, Oracle DIVArcluv Application FL2teruig, ChacVe DIVArchive Stmage PkinNfanager,Oracle DIVArchi- Export, Import7,and oracle DIVArcliive A o�matie Data lw'fip-.ition)Lneludes time might to run the licensed Pi-ogram(s)on an tensed spare computer m a fai2o,%-e environnien or up to a total of ten separate days in any given caVenll year(For ezzample f a failover node as donor for two hours on Tuesday, d tLsee hour on Friday,it counts a, two days). The above right only ap es when a number of onaclimes are connected to the disk,cz ire m tape hb2ai-Y,i.e,,the maclames are not in a c]ustered em-nonme and the machines share a disk anay or tape libmt-Y When t primary node fails,the failover node act-,as the primary node use the primary node is ri--paned.,You must switch back to the , ary nobde, Once the fai2o,%-e pet-Lad has exceeded ten d;r ,the faalover node mum The licensed. Dow miatne for maintenance priu uses counts towards the ten sepaz ate days huntation ' y use beyond the right granted an tills section must The licensed separately. Ilceu sin a Rules for Edwxrds Applicqdous The Famil rogr3m contains thedevlelopment foundation en?ironmenVtoolkit. You uril and knowledge that any software Pro -am developed with the fimcnonality of the deve➢Gpment foundation environment'tol as y bject to the terms and condi ris of this agreement. You wLU defend and mdleumi6r OzacVe agaunt any ckums by third par es For dal (mcVudi , without liuntation,reasonable legal fees) ansing, out of any compute Propiu3s,generated by Y unlusing the deveV nment tools amluded an the Propann. ORACLE DISCLAMS Al'-Ti7 IWARF-42,;TY THAT THE DEV ' OPMENT TO S, INCLUDED IN THE PROGRAMS WILL GENERATE CGIAPUTER PROGIl W THE C RACTERISTICS OR SPECIFICATIONS DESIRED BY YOU, OR THAT SUCH GENER-ATED CO UTER tit YGRAMS WILL BE ERROR FREE. cease_Defnirdzms and Fiflei-vD5-T R R S-US-ENG Page 20 of SERIAL 180233-RFP Veensing Rule-,for Oracle E-Buciness Suite.-kopliclation-, . Please be advised that only a subset of the products included on an Applications NLS Supplement Meclia Pick, have n anSlated For ecushrif supported custovuiers.My Ch acle Support has information on wan nch products,have been translat for tlr --upported li-L,-LLagesflhrD,-_� com). For new oi unsupported cu-tomers,please contact Your fbacle ' count s ,L M3 arfor this information. . The v on Activity Hub B,2B is onEv avii]ible with the Siebel Customer UtuvEnal Master component of the C omer Hub, 32B -o am. 0 The option iek Service Hub 323 as only avn2able with the Siebel Customer Umveisal Master component f the Customer Hub B2B - -3m. . The option Mir nrig,Hub B2B,is only ivaLkible with the Siebel Cmtotner Universal Master c0nn?onem f the Customer Hub, 32B PTopam. 0 The option Sales Hu 32B is only available with the Siebel Customer Um,.,ersal Master component the Customer Hub 323 Program . The option Service Hub 3 is only avm2ilrle with the Siebel Customer Universal Master comp ent afthe Customer Hub 13:2B, Program 0 The option Actsvity Hub B,2 ,only availalale with the Siebel Cmto�mer Unive2sal Mast component of the Customer Hub B2:C!Program. . The option Field Service Hub B2 ' is only avim2ible with tile Siebel Customer Unive - Master coinponent of the Customer Hub KC!PTogram. 0 The option Marketing Hub KC is onl, vai2able with the Siebel CLUMInEr U1111 call Master component of the C I ustomeB Hub, B2C!Prrogiam. . The option Prnacy ManagementPohc-yHiram BX:is only available with the rebel Customer Uni-versal mister component of the C I ustomer Hub B 2C Progra M. 0 The option Sales Hub 32C!is only available wi e Siebel Customer LH wwersal Master component of the Cuntomer Hub B,2C program., . The option Service Hub B2:C!is only available with th 'uebelC1v1tm a Universal Mastea component afthe Customer Hub B21C program., Dicensing Rules,for Oracle H ospitah ry Crui ce Applications The Chicle HosprtalnyD1t-,t F0W1da1c0n for CnusePiopa, z ,onlybe used,with OBieVeHospitahtyC!i-uisel3i-Dgxams. l eiv reports;Or customizations of the included reporis,are all ed. I j ration W t1urd party system-,is only allowed via the Or acle Hospitality Interface Programs, data integration e cts andloi PIs You nny not add unsupported applications to the environments created with this Program. You are owed to host ti, elements origissatnig only fi-om the Chicle Hospitality Programs in the,chema,,created with the use oft s Program. You ma. of hostany third partyslita elements. Licensing Rule-,fo r'Oracle H osvitah ry Food a Beverage-Appheadons The 41-acle Hospitality Technology Fou d on fear Food and B erei age P`rogra y only be ured with Oracle Hospitality Food antes BeveragePzopams New'ti--port:o- usto=attonsof the included Lv--poLis a allowed integration to,thud partysvAem: r, only allowed via, the Ch-aria Hos0ahty Interface Propims,, data tarlepitron xtmots andfor APIs You may not add unsupported applications to the env, ent-,C3,eitedvntE this program Youareal2o dto host data elements originating only fi-orur the fh-acle Hospitality Pro, m:in the schemas created nath the use of this PI-op . You may not host any thryd pzuty data elements Licensing Rules for Oracle spitahm H o rel-,Apphea tiou, The OBacle Hosprtaht-y echnolop,Foundation PB-opauis, Luay only be used with Chicle Hosp ahty Hotel Pi-op-.= New report-,or cmito=3 s of the ine luded reports are allowed. Integration to t1ni-d paity systems is ly allowed-via the&racle Hospitality Interfa : Programs, tiosta integration extracts an&or APIs You nny not add unsupp red applications to the environment-,cr ed with this Pi oacam. You are allowed to host data elements onginafing only 6 om e Ch-acle Hospitality programs inth schema created with the use of thin Program You may not host any thsid party data ele nts. The Ch-acle ospitahty OPERA 5 property Standmd Program is limited to 55 furictious as define in the Program Document on. The Or e Hospitality QPFRA 5 Property Lite Piogram is Immed to 30 Functions as defined in the Program o entation The icVe Hospit-,%Lt, Suiteg Property Resort Effitrom Program, is hinned to, 30 functions as defined M f Program. Do , entation. cease�_Defmidcns and FA0ei-vD53lE8-US-ENCx Page 21 of' SERIAL 180233-RFP T`h=ma cIL Ho1p1talr7y SuiteS Property SmaVl.Business Edition Propim as hinited to IS ficsizhons as e1efined an the Progra 'T Do tion. he e fo,12o�, g P2opams may only be Used vath the Oracle Hospitality OPERA Progiii=� Oracle Hospitalit-Y Tee cry ation for�H Gfe�Property Systems,—OPIET4%- 5 Premium,Oracle hospitality TechnoVopr Foundation four"Hotel operty Sys ms;-ORA PE 5 Standmd,,Oracle�Hos itahty Technology Foundation fbE Hotel propeity S�v-Aeur,-OPERA - Lite and P 'V' o fjTacl ospitality Technology Foundation For Hotel Central Office Systems. New,reports or cu-Aom=ahons of e included report-,z-:alloived.Integration to tiurd Party systems rsalkwed via the fh-acle Hospitality Interfke PI-op-ams y You may not add ne schemas or unsupported appheations. You are I esp ibleSor ensLu-nig compliance with the Hospitikty Associated Propim Matchmg Table wh may be accessed ............................. j, LiceusingRialesfurPe leSoftApplicalion, Your use of the Camp SelfSexvice and Student Adumustration componentsArLthin the Campus lutions Prop am is subj ect S to the additional terms a conchtions set Forill in the 1NAS Software Supplement Vocated cra zle z an.,.-z .1 ........ .......................................... ................ I-toeusing Rules for Prim\avern- ipplicadoris • For the purposes of the folloui g, Primavera Programs: Earnecl Value Management, ' -olve,, SureTrak,, ContractoE and P3 Project Planner, You acknowled that You have both read and un.der-tand the hunt Sofmare Update License&- Suppoft services that are available For these -ogTams,asdesczilbed in.OzacVe's Technical.Su DitPoheies. • For purposes of the PrimaveBa Sure k and Primavem P3 Project Planner pro ms, You acknowledge that the agreement delivered to You with these Proaanu,,a not the end User license agreement c tamed in the pm oduct installation,,govei ns the end user's use of these programs. For the purposes of the following Propi, Primavera P6 Eanterpriss ir ject Portfolio Management and Primavera P6 Enterprise Project Portfolio Management I Sen-ice:s,, eievelope2s a ^ E Users (i)who are not already licensed fm the Primavera P6 Enterpzise Project Portfolio Ma nt Progiam a �iiN� wlao access �Jncluding through Access Points) apphcation-,must The licerned for the Pr-imavera P riterpriseProje ortfoho IA anaggement Web Slei-vaces Program. "Access Paints"includes,Abut is not hunted to,ffirdparty fh- lemcmtoz -version,of the follovnng: mterfrce�s,,API':s,,web:sei-%,-ices and database links. For the purposes of the fo,12onang Propaurs: Pruna%', Management Web Sea-vaces and Primave2a Contract Mana,priaent,developers andior userms (()unto are not ah,-ea licensed,&r the Primavera C,onnact Mmagetuent Program and (i�()who access(including through Access Points)apphea urns, irst be licensed for the Prima-vem Conhact bfMaggement Web Servicesprogram. "Access Points" mcVudes, but is hinite imeB faces,API 7 s,web services and database links.. Licensing Rules for Orack,Rehil Progrims The Oracle Retail Technology Foundation fo 'tore Applications Paopr-a may only be used with the Oracle Retail Parnt of Service Progiam,the Chack Retail Back- 0 ce Program.,the Gracle Retain 'Stove Point of Service Program and the OracVe Retail XS�tore 04'fice program Any use the OracVe RetaL2 Technolory For l-,ttio�n fo�rS tore Appheation,13i-op,-.imby other Oracle Prograinsa or ffin-d party props in not pe2mitted. Liceusing Rules for cqtio s N For the SiebeV 13canch Teller Se ces Program, Saebel Internet BanLang Semi-aces Pro Siebel Retail Finance Foundation Services Prop-am and the Si el Fmancral Transactions Workbench Prop-am,, You ma. use third party tooVs to (a) create materials m (b)modify the i tenak identified as Snuple Screen Code and process T'enmpolat ry in the Prepaur.Dociunentation,, all in accordance with the rogram Documentation,,and provided that such materials or Modi matenalsshall be usedzolely with Your licensed Use such programs. You shaE not hinit in anyway Chaxle's right to develop,, -e,,license,create denvative 1voiksof our othemas, 1,e vexplart the Programs,ancillary Programs,PrograinDiDe.umentation7,Or -Gthei matenals provided by fh-acle,or to pet t third parties to do so. N The SiebeV Deta Program includes a heense for 20 ConcitiTent Users that authorizes YOU to use th r YGP IM On only one Computer four inaxcmum of 20 Clonewrent Users at any pven time.. A"Concurrent U er"as defined as ach irsdLvidual that mayconcuic- fly use or access the Prop-ams Concurrent Useis may onVy The Your existing custorners or— cr prczp*ctr,.-e customers z nd ntiiv not The Your business partners or Your employee-,. N The Sid I Marketing ServeB Pi-opram is heensed on a,Computer basis together with the number of unique Cu e2 RecoEds that " u may access Using the Program A"Curtourei Record"'is defined as each unique Record(;including carat t records,, pre ect records and records in external data sources)that You may access using the Program. Page 22 of SERIAL 180233-RFP The S,�Iel Phanna Market mg Server is licensed on the basis of the nimilber ofumque Customer Records that You may ace --, using with the number of Brands that You=v manage ming the Prograin A "13n,riLl"as define s a e Program together rammed u pmduct offering that con-espOnds to,a-specific molecilm errtrtv,anchiding,mukipVe dosage foffuas and multiple s ngths for e same molecular entity • The, number ofApp ationUsm. An'Application Usei` is defined as an mclivadual authorized by You to use the appli, le licewed applicati Pr-Gpany,which are mst3hedena single server orenmu2tiple servers regardless ofwhether theindi mil is acbvely using the Pt -aims at any given time. • The of the Siebel Web CIL-intiel P2 ogzam tray access M LUMMUM Of 15 Objects. Am"" ject"is defined,as eacliTet"',of thin the Business Object Lavern of the Progc-ams that us defined:Ln the SieoeV Tools Pr -am cessors • The Suebel Data lity Lusense may only The used month Chicle Master Data Management or Chicle C I deployments Licem im I rule;for Sy;-to s Softm-tre Pro grams Failuver. Subject to the con mr,that follow below-,,Your license for the follovving 1'rop, St z geTek QFS,S torageTek QFS C hesit.fh-acle Hierarchical St; ge Nfanagez7, StorageTek Amomated.Caruidge SyAemi LbTaBy, oftwar-e (ACSLS),includes the might tom n the license,Piopa Orion unihoensed spars colmptiterma:fiilo,.,erenvironu3Ant z up'to a total,often separate days in=y given calendar year(fore le.mfaf-,tEovea node isdoixm for tvi)hDux-,cnTuLe,,day d three hours on Friday,it counts a, two day-,). The above riglit only apphe when a:munbea ofmachimesare connected to the dm= cache or tape hbzar-auk, i.e,the m m achine- are not a c�usteBed err and m achmes share a di n 'h sk arm or tape library en the prumary ne'de fails,the fulover mode act-,as the primary node Once the marT node is repaired,,YOU must switch ck to the primary nocie. Once the faulb-vez penoti his exceeded ten days,the failover de must The licensed. Donmtime:for zintanance purposes counts towards the ten sepm ate days limitation Any mebLyand ere z ht granted.in thus:section mu-tTDe censedseparatelv LLceur,inaRiLite-,for Pro r,tuts Licensed,oerUF f a dule fh-acle pants to You a non.exclusive,nontrans hale license Fou You PK Developer(s)to (i)use those User Productiv ry Kit('4-,PK")Programs heemsed a-,UPK modhlles, Ilectivelyrefia A to as'UPIK content"')only as neCesSa3-y to create and provide ti-amingsolelv four Empkryee ana,or Apphca n Users to se the underhring Pzopams four Your benefit.,(n)make an unlimited number of copies of the UPK content only a neces-, -y to create and provide training solely to Employees andlor Application Usem to use the undeflymg Program-,for Y efit.,and(m)derelop modificatrom and cuistounzation-,to the UPK content,,of applicable,all subject to the terms and c ons set foffth m thus agTeement,,pro-vided all copyright nobc es are reproduced as provLded on the ozigmal. You reyzesenta it t that You have a valid license from the undulying PrDyrana(,$) You are prohibited fi-Gm reselling or distbributing the cont t to inv other panty or using the UPK content other than a, explicitly perniatted 3n this apeement. O:rac ie repines is that the K content and iny convent cleated Icy You using the UPK content contains vaVuable proprietary mformation. -acle retaaw,title all portions of the UPK content and any copies thereof You shall use UPK content modifications creat by You solely for 'our umernal use in accordance math the term-,of this agreement- You mxy provide access to and t of the UPIK,content only those third parties that are licensed as Application Users and that: (.a)provide services.to You- nceraung Youir use of the UP Z ontent'fb)have a need to use and access the UPK content-, and dc)have agreed to substan 2y similar non-disclosume obligate s imposed by You is those contaunedui thas 3p-eernent Application and Employee sex1;s)ofU?K Programs may view an interact with siunnEation, and documentation but tray.not create or mochf.vsimula 5 or docutnemation Licensing Rules,for MyS L Pro r; s a The Nfy5QL Piopanis may ontain diii-el pattv technology Chacle mav provide rtain notices to You in P2opam LDmcmmrentitioon."`neadume'f a oi themsta,12ition detadsm connection with-such thiad paity chnology Thirdpartytechnalogy- w,dEbelicensedtoYoutei erurude2 the term-,of the agreemenl,m afspecafiedm the l3�i-io)i.L"I.- ocumentation,"readme"files, ol the installation detail Linder sepam ate License terma,,("separate teiins")and no under the nenmm oftheagreemem("sepaBately licensed third party t Glogy"') Yom rights to,use such separately hcensed third party technol . uinder time separate ternus are mot zestrictedin ray wavlbv the agreement. acense_Defluitious an&FlOes-v-05 3,R G S-US'-EN& Page 23 o:: SERIAL 180233-RFP EXHIBIT C APPLICATIONS LICIENSING TABLE I)t�ip:ffwww.oi,ac:le.coni,lu lcorpoi,ateic�Di-wti,acl:.s Orscle:res re's ihe:righl to perioddeally change the infonmatioupresented on the websiteprorided Ove. '-Ul infurmad on thiz websiteis p:roiided"ais-is"'mrithout mrarraul)-of any kind,either express o mphed., 40iracle US Communities Software ProgramisSupplemental)Termis and Condlitilons vQ41818 Page 9 SERIAL 180233-RFP EXHIBIT D ORACLE CLOUD SERVICES TERMS AND CONDITIONS EOHIEIT D3 ORACLE ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS vllgl9Ff THESE ORACLE CLOUD SERVICES US COMMUNITIES I"°USC"j S-UPPILIEMAENTA,L TERMS AND CO"NDITIIONS ("CLOUD .STC.S'"j SHALL APPLE' TO THE ORACLE CLOUD .SERVICES THAT YOU ORDER FROM; THE CONTRACT HOLDER ITIHIIE "CONTR.ACTOR,"'). THESE CLOUD STC.S SHALL TAKE PRECEDENCE OVER ANY CONIFLICTIING TERMS IlN ANY NON-ORACLE ORIDE;R, OR ORDERING DOCUMEIAT1,0N. THESE CLOUD .STCS ARE CONSIDERED PART OF THE S-CHIE'UCILE OF SUPPLIIESISER'VIICES INII YOUR,ORDER TO THE CONTRACT. A. Defiiruitions; "You" and "•^rOUr" irefers to the orclehirig activiiity that has ordered Gracllle veirv�ices firoini ain authorized distributor("Contractor")under the Contract. The t�emi "C>rntract"irefers to the Contractor's US Co miniunities contract. The leirrm "Oracllle Software' means any software agent., appluication or tool that Oracle makes available to You for cl>cwrillload s,pecificalllly for the(purpose of facilitating Your access to,operation of, anchor use with, the Seirvices. The teirrm"Pirogranm Documentation"refeirs to the Denser irmaimuals helllp windows, readrme fillies for the Services and any Oracle Software. You may access the clociarmeuntatmon orilliine at OF Much other addiress specified by Oracle. The teirrm"Service Specifications"means,the following documents, as applicable to the Services under^ro uir order: (aj the Cllloud (Hosting and Delllivery Policies, the Program Documentation, the Oracle service descnlptions„ and the Data Processing Agreement described in these Cloud vTCs; jltm) Oracle's (privacy policies; and jc) any other Oracle docuinmentM that are irefeirernced sin or incorporated uinto Your order as required by the Contractor. The following do not apply to any noon-Clouid Oracle service crffenrngs acquired ion ^r"rmuir order, such as professional services: the Cllloud Hosting,and Delivery IPrmluicies,„ Program Docurmentatmon and the Data Processing Agireennent.. The folllio ing, do not, appllly to any Oracle Software: the Clloud Hosting and Delivery Policies,Oracle service descnlptions„and the Data(Processing Agreement. The termm "Third Partly Content'mmears allll softw ore„data,text„ images,audio,video,„Iplhotogiralphs and other content and nmaterialll, in any format,that are obtained or derived from third pairktiy sources outside of Oracle that'You may access through,within,or in conj'Iw-mnction with'Your use of the Services. Examples of Third Party Content include data feeds front vaciiial inetvwrari; services, loss feeds from lmlllrog posts Gracllle data rmaurl etplllaces aind lil ranies, dictionaries, and iniarlmeting data. Third Iparfy content includes, third-party sourced rmateirials accessed or obtained Iby'`w ouir use of the Services or any Oracllle-provided tools.. The term? "Users" means, for Seirvices, those enmpllloyees, contractors, and eird useirs, as aplplllic:alhmle, authorized by You oir on Youir Ibehalllf to use the Services in accordance with these ClOud STCs and Your order. For Services that are specifically desligned to alllilow Your urr clients, agents, custom ers, suppliers, or other third parties to access the Services to interact with YOU,Muclh third Pairkies willll Ilene considered"User" subject to the teirrms of these Cloud STCs and"^roar order. The term?°"Yo uir Content"means all software, clata juincludurng Peirsronalll Oata as that term is defined in the Data (Processing Agireenmentj,„ text:, iiiinmages„ audio, video, (photographs, non-Oracle weir third parry applications, and otheur content and m7ateirial in any fo m7a( Ipirrvicled! by You or any of Your Users that is shred in,air run on or through, the Services. Services under these Cllloud STCs,Oracle Software, Oracle ClanuA Services US CmJM;ffdC1'ltlllTllE s Snmpm,pl,eaaie3nital'Tea aaas a,and CouurelitiGa�n,s:vO4ltSd,S Page I SERIAL 180233-RFP EXHO IBIT D other Oracle products and servilces, and Grade intellectual property, and all derivative works thereof, clo not fall withlin the meaning of the term "Your Content'. Your content incIlludes any Third Party Content that is brought by You into the Services,by"Your use of the Services or any Oradle provided tools. B. Use of Sei- ices Upon Contractor's accelptance of Your order,Grade wwllll make the O,racle seirvices fizted in Yc,ur order(the "Services,") availlabIlle to Your pursuaint to these Cloud STC:s and Your order. Except as,otherwise stated in these Cloud STCs,oir Your order, 'You Ihave the non-excIllusive,worldwide, limited right to use the Services, during the period clefined un Your order(the"Service Periiocl"�,solely foir Your iiinteirinal Idusiirness,operations. You may all1low'Your Users to use the Services,for this purpose and You are responsiblie for Your Users' corn1plia nce with these Cloud ST Cs and the order. The Service Specifications, clescirilbe and goveirin the Services. During the Services, Period, Oracle may update the Services and Service Specifications,(with the exception of the Data Processing Agreement as descrilbed below)to reflect changes in, ainiong other things, laws, regulations, rules, technollogy, inclustry practices, pattems of system use,and availialbility of Third Party Conteint. Oraclle updates to the Services, or Servilce Specifications wilIll snot im7ateirialllly reduce the levelll of 1performmamce, functionallity, Security or availlalb,ility of the Servilces during the Services Period,of YOUr order. You may not, and may not cause or pemiit others,to: (a) use the Services to hairass any person; cause dairrage or injuiry to any person or property, publish any i that is false, defamatory, harassing or obscene;violate 1pn^waacly rights;piroiniote bigotry,rac:is,m, hatred or hairm; send unsolicited bullk e-mail,jUnk mail, spani or chain letters infriinge property rights; or other wise violate applicable laws, ordinances oir regullatmons'(b)perform or disclose any beinchim airk ing or avail!lialbill ity i of the:services; (c) perform or disclose arly perfomiaince or VUlnerabillity testing of the Services,wil Oracle's pror written approval,or peirfomi or cliscIllose network discovery, point and service identification, vullneirahillity scanning, password cracking oir remote access testing of the Services; or td) use the 'services to perform cyber currency oir crypto currency mining�(at through(d�coll1lectively,the"AccelptabIlle Use Policy"). Illin addition to other rigill that Oracle has in these Cloud STCs and Youir oirder, OracIlle has the right to take remecliall action if the Acceptable Use Pollicy!is viollated, and SILIclin remedial action im7ay!!include ireimioving,or disabliling access to matehall that viollates the policy. C. Ownership Bights ainidl Restrictions. You and'Your Illicensoirs,retain all ownership and!!Intellectual property frights in and to'Youir Content.Oracle or its ficensors retaun aIll owinershilp and intelliectual property rigill to the Seirvices,derivative works thereolf, and to anything devellloped oir delivered by or on behalllf of Oracle under Your order. You may have access to Third Party Content through use of the Services. UnIlless otherwise stated in Your order,alll owneirshilp aii intell1lectual property nights in and to Third Party Content and the use of such content is goveirried by separate third party terms,between You and the third party. You grant Oracle the right to host, us,e,process,display and transmit Your Content to provide the Services puirsuaint to and!!in accordance with these C lould STCs and Your order. You have sollle responsilbillity for the accuracy, quallity, integrity, Ile,gaiil relliabillity, and appropriateness,of Youir Cointent, and for obtallning aIll rights ire lated,to Your Content i ired by Oracle to perform the Services. You may not;, and may inot cause or permilt cAll to: (a)modify, make derivative works,of, disassemble, decoinipille, reverse engineer, relprocluce, repulblish, down1load or copy any part of the ervilices (incIlludling data structures or sinillar malteriaBs produced by prograrnsX (Il access or use the Services to build or suppoirt,directly or indirectly,products or services competitive to Oracle;or�c�Olicense,selIll,transfer,assign, distribute,outsource,permit unieshaning or service buireaLl use of,comimerclialIlly exploit�,or make availlabIlle the Services,to any third party except as permitted Icy these Cloud STCs or Your order. Civacle Cloud Seiwizes US COMMUNITIESs Suppleniental'Teimis mid Curb ditions:v041818 Page 2 SERIAL 180233-RFP EXOHIBIT D D. Tei-rin andl TerriniinalJon Services shall be provided for the Services Period defined !!in Your order, unlIess earlier suspended Or teirminated in accordance wilith these Cloud STCs. These Cloud STCs will continue to grivern any order for the duradon Of the Services Period Of SILIch order. If You order Servilices that are designated in the Servilce Specifications Or Your order as Services,that will be automatically extended, such Services,will NOT automatically be exteinded for an additional Services, I of the same duration. To extend the Services, You must provide Contractor wfth written inotice no later thain thirty(30)clays prior to the end of the applicalble Services I nIod of Your intention to renew 31L]c1h Services and You execute aim order modification or enter into a new order to iremew such Services,. The preceding sentence shall not apply if Contractor provilides YOU wroth written notice no later than ninety(90) days,prior to the end of the applilca ble Servilices(Period Of its i Mention not to renew such Se rvilices. Grade may suspend Your or Your I access to,Or use Of,the Services,if Oracle believes that(a�there is a s,igRfficant threat to the functionality, security, uIntegrity, or availability of the Servilces; or any cointent, data,rear applileations,in the Services,jb)'You Or YOUr Users are accessing rein using the Servilices to cominlit an iiillllegal act; or (c) there !!Is, a violation of the Acceptable Use I When reasonzIbIlly practicable and lawfully permifted, Oracle will provilde You wath advance inotice Of any such suspenslion. Oracle millll use reasonable efforts to re-establish the Servilices promptly after Oracle detemiiines,that the iiusue causling the suspension has beein iresolllwed.Duirin g ally 311LI'spellSion period,0 ra cle will imake Your Content(as it existed on the suspension dated availlablIe to You.Any suspenslion undeir this paragraph shall not excuse You from Your obligation I make payments undeir these Cloud STCs,oirYouir order. If Grade, the Contractor, or You lareach a materiall term Of Your Order, uimclludiing these Cloud STCs, and faills to correct the breach withlin 30 days of written specification of the breach,therm a noinbreaching pairty may temiiinate the order under which the Icreach occuirred. IlIf Contractor terminates the Order as specified in the preceding sentence,You must I wathlin thlirty(30)days all ainiounts that have accrued prior to SILICh termination, as,well as all sums,remaMing,unpaid for the Services undeir such oirderplus irelllated taxes and expenses. Except for nonpayment of fees, the nonbreachling parties,may agree in their sole discretion to extend the thirty 1301)day period for s,o long as the breachling party confinues ireamsomalmllhe efforts,to cure the breach. You agree that if You are urnclefault uncler'Youir order oir Your contract(III ncluding these CloudSTCs� with Contractor, You may inot use those Servilices Ordered You may terminate the Contract orYouir order at any time without cause by giving Contractor 31),days'prior written notice of such temiiination. Termination of the Cointract will mot affect orders,that are outstanding at the tinie Of termination. TII orders,will be performed according,to their teirinis as if the Contract and these Cloud STCs were stA 1111!!In f uIll force and effect However,those Orders may inot be renewed or extended subsequent to termlination of the Contract. For a period of ino less than 6,01 days afteir the end of the services I nod Of an oirde r,Oracle will make Your Content (as it existed at the end of the Services Period)ava ila ble for retrieval by You. At the end of 31L]c1h 60-day retrieval peirlod, and except as, may be required by law, Grade wwrillll delete or otherwise render unirecoverablIe any of Your Cointent that remains, in the Services,. Grade's data deletion practices are descnIlbecl In more detad in the Service Specifications. Pirovisions,in these CIOIL]d STCs that survive temiiinatiom or expliration Of the Contract are those relating to 111miltation of 111ablillity, indeni nif ication,Ipayrw7emt and others whilch by the ir nature are inte ndecl to suirv,iwe. E. Fees andl Taxes, Fees paid for Services performed are non-refunclable, except as provided In these Cloud STCs oar Your order IFees,for Services offerings are invoiced in arrears of the service performance. (Fees for Services, 111sted!!in aim order are exclIusive of tastes and expenses. Oracle Cloud Services US COMMUNITIESs Suppleniental'Temils anA Conditions v041818 Page 3 SERIAL 180233-RFP EXOHIBIT D You agree and acknowledge that You(have not irelllied on the futiare availability of any services,, progirainis,or updates in execubing'Your order,however,the preceding does not irelllieve Oracle of!!its,obligation during the Services Period to delliver services that'You(have ordered per the temis,of these Clould STCs. F. Mondliselcisure lBy virtue of Your order airid these Cloud STCs,Oracle, the Contractor and You may disclose to each other ilinfoirmat�ion that is conflidentiall ("Coinfidentml linformation"). Confidential information shaIll be limited to the tennis and pricing Under these Cloud STCs and Your order, Your Content residing !!in the Servilces, and all information clearty identified as con5deintjat at the time of discIllosure. A pairty's, CoinfidentDal information shall incA include !!!information that: (aj is or becomes a part of the pulWi c ctomain through ino act or om issillon of the other party, (1b)was,in the other pa rty's lawf uil pos,sessionn prior tD the discIllosuire and had not beein obtained by the other party either directly oir indirectty froini the disclosling party; (c) is, lawfullly discIllosed to the other party by a third party W111i restriction on the disclosure„or(d�is i ndelpencle nt�ly developed by the other poly. Subject to applicabIle law, Orac:le, the Contractor and You each agree not to dliscIllose each otheir's Confidential Illnfcwnnration to any till party other than as set forth uIn the foll1lowing sentence for a period of five years from the date of the disclosling party's dill s,c1los,ure of the Confidentiall IlInformatiorn to the receiving party; however,Oracle will protect the confidentiality of Your Content residing in the Services for as,loirig as, such urnforurmation resides in the Services. Each party may disclose Confidential information only to those employees, agents or sultxontractors who are required to protect it against unaulhorlized dliscIllosure in a manneir no less,protective than required under these Cloud STCs, and each party imrrasy discIllose the otheir party's Confidentiall information in any legalll proceeding oir to a governmental entity as iregUired by taw. Ora c1le willll protect the confidentiality of Your Content resident in the Services,in accordance with the Coracle secu riby practices,defined as pa irt of the Servilice Specifications appllicaltAe to Your ruder. The parties acknowledge airid agree that'You and these Clouid STCs are SIL]INect to applllicalWe freedom of!!information or open records,law. ShOUld YOU receive a ireq uest under SILI Ch Illaw for Oiracle's,Confidential Infomiabon, You agree to give Oradle adequate prior notice of the recildest and before irellleasimg,Oracle's Confidential Illnfcnrmiatiiorn to a till party, in order to al1low Grade sufficient tinie to seek uirnjuunctive relliefor other relief against SILI Ch disclosuire. G. Protection of Your Content In order to protect Your Content provided to Oracle as part of the provislion of the Services, Oracle will comply with the fol1lowing: a. the relevant Oracle privacy polllicies appIlicalbie to the Services ordered, available at lhttp::tAwww.n3iracl e.coni Lj:shegai 1p nivacytoveirviewtiiidex.litnil;and i the appIlicalbie admilinistrative, physical, teclihnicall and other safeguards, and other appIlicabIle aspects, of system and coinitent management, a va i 114a b le at http:1Avww.oiracle.coni Lj:ptcoirporateJcoiitra cWelould-servilcesfinde x.lhtmlll. To the extent Your Content iiIncludes Personall IData (as, that term is, deffried in the Data Processing Agreernent�, Oracle willll fuirthemi,oire comply with the applicaRAe version of the Oraaa;e Dada Pmcesovng Agreement for Orac;e Cloud Senrices (the"Data Pirocessing Agree me nt"), unless stated otherwise!I!n "your order The version of the Data Pirocessing Agreement appilicable to Your order (a) !is availlablle at littp:llwww.oracllle.coinildataproe,es,silingagreement and is incorporated Itrerein by reference, and (b) will remain sin force during the Services Period of Your order. llin the event of any conflict between the terms of the IData Processing Agreement and the terms of the Service Specificadons (inclulding, any applicabIle Oradle privacy polllicies),the temis of the Data Pirocessing Agreement shalli take precedence. You are responsible for (a) any required notices, consents andlor aUth0lirizations related to Your provision of,and Oracle:'s prociessi ng,of, Yoiu r Content(in c1luidling any Peirsonall Data) as part of the Services„(b)any Oracle Cloud Services US COMMUNITIM Su:ppleniental'TeI1315 anA Conditions v041818 P age 4 SERIAL 180233-RFP EXOHIBIT D SeCIL11-ity VJ line ra bi lities,and the consequences Of Such vulnerabilities,anising from Your Content, incIlludling any viruses,Trojan IhOrses,worms oir otheir harmfUll programirning routines contained uIn YO11Jr Content, and (c) any use by)lou or Your Users of the Services in a manner that is mncornsisteint with the teirms of these Clouid STCs. You may dliscIllose cr trainsfer,oir instruct Cradle to disclose oir transfer in writing, Your Coment to a third i aii upon such disclosure oir trainsfeir, Oracleis, no longer iresponsuilmllle for the security, integirity or coinf ideni ity Of SILICh content Outside of Oracle. UnIless otherwise specified in Youir order(iincIlludling !!in the Service Spec:ncations), Your Content may rot incIlluide any sensitive or speclial data that mmmlposes specific data security or data protection obIligations,On Grade uIn addii to or c1lifferent froirn those speclified in t1he Service Specifications. IlIf availalicle for the Services Y ou may i rchase add itiona]serer ices,from us (e.g,.,Oracle Payment Card Industry Compliance Services designed to addiress specific data security or data proteci requirements applicaliale to such soensitmve or special data You seek to in c1lude in You r Conte int. HI.. Warrainfies, Disclaiinniers,and Exr-11usive Remedies For the sake Of clarity, this is Oracle:'s warranty, neverthelless, it shaIll The accessed by Youi tt-virough the Coinitracto,r. Grade wairrants that during the Services i Oracle will perform Services using commercilaIlly reasonable caire aii slklill in all material irespects,as,clescirilbed in the Service Specifications. If the Services provided to You were inot peiri ed as wa ri You ri promi i written nofice to Oracle that describes the deficiency !!in the Servilces (including, as applicai the si request inuurmber inotifying Ora cle of the clelfli c1liency in the Seirvices). ORACLE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT ORACLE WILL CORRECT ALL SERVICE ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ORACLE IS IDIOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERIFORAMCIAE,OPERATION OR SECURITY OF THE SERVICES THAT AIRISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. FOR ANY B R i H OF T H E SE i ES WAR R AN TY, YOUR E XCLU SIN E R IE M E D Y AN D 0 R AC LE'S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THIE DEFICIENT SERINCES THAT CAUSED THE BREACH OF THE WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY 1111 A. COMMERCIALLY REASONABLE MATAINEIR, YOU MAY END THE DEFICIENT SERVICES A?AD ORACLE W'[11-1- REFUND TO CONTRACTOR THE FEES FOR THE DEFICIENT SERVICES THAT CONTRACTOR PAJIDTO ORACLE FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT,AND CONTRACTOR W[ILL IIR TURN REFUND To YOU THE FEES FOR THE DE F[C IIEN T S i E S THAT YOU PAID TO C ONT R ACTO R FOR THE PERIOD OF TIM IE DURN N G Wi 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 INCLUDIING FOR SOFTWARE, HARDWARE, SYSTEMS, INETWORKS OR ENVIRONMENTS OR FOR MEIRCHANTABIL11TY,SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE 11. I-iii-nitabion of Liai IN NO EVENT SHALL YOU, THE CONTRACTOR, ORACLE OR ANY PARTYS AFFILIAITES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXAMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER YOUR ORDER), SALES, DATA, DATA. USE, GOODWILL, OR REPUTATI10111. CONTRACTOR'S MAX.IMUM 1-11A.B[LITY FOR AL.L DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL INI NO EVENT EXCEED, 11111 THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY IPA,IID TO CONTRACTOR FOR THE SERVICES UNDER YOUR, ORDER IN THE TWELVE (12) MOMTH PERIOD IMMEDIATELY PRECEDING, THE Oracle Cloud Services US COMMUNITIESs Su:ppleniental'Temns an:d Corb,ditions:v041818 Page 5 SERIAL 180233-RFP E OHIBIT D EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFU KIDS OR CREDITS RECEIVED BY YOUR FROM CONTRACTOR UNDER SUCH ORDER. IIMII NO EVENT SHALL THE AGGREGATE: LIABILITY OF ORACLE AND ORACLE'S AFFILIATES ARISING OUT OF OR RELATED TO THESE CLOUD STc.S OR YOUR ORDER, WHETHER INII CONTRACT,TORT OR OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR,THE SERVICES UNDER YOUR RDER Illhl THE TWELVE ff12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY CONTRACTOR FROM ORACLE UNDER,.SUCH ORDER. JI. Ilrutelllec�tural Property Ilndeamanification if a third,party makes a clailni against Yy D,ul mmr mDmacle(":Recilpielrrt" wlhich Ini a,y refeur to'Yloiai car Oracle depending upon which Iparty received the hllaterialll;� that any inform iatmcwn, deslign, specification, instruction, software, service, data, hardware, or niateniial �collllec.tmve,l,y °Mallateriiial") furnished tyy emtheir Youu oir Oracle ("Pirrrvider uwhuiclh may irefer to Your or Oracle clepeindiing, on uwhiiiclh pasty pirmvidied the 1Mate6al) and used by the Recipient infringes the third Ipiarty s intellllectuialli property frights the Provider, at the Provider's sdI e cost and expense willll, to the extent not pirolhilLfted by Iliaw, defend the Recilpieint against the claim and indemnify Recipient from the cla-rrma"gues,liabilities,costs and expenses awwarded by the couirt to the third pairty clllainming, infringerment or the settlermermt agreed to by the Provider if Recilpiieint does time follllowing:: a. netmfies the Provider promptly in writing, mot plater than .30 days after Recilpuleunt receives notice of the claim (or sooner if required by applmcalmle law); b. gives the Provider sole contmcmlll of the defense and any settle nment megotmations; and c:.. gives the Provider the information,aulhorrty, and assistance Pr vili 3eir needs to defend against or settle the clllai nm.. if the IPrxvliideir believes, or it is determined that any of the Mvwtaterialll may have violated a third Iparty"'s intellllec.tual property rights,the Provider may choose to either mw oclifyr the IbwWlaterialll to be noon-infringlin,g(While substantially Ipreseirviing its utility oir functionality)or obtain a license to aIIIIow for contitmued use,oir if these alternatives acre not co mrmerciiiallllwy reasonable, the Provider may end the license for, and ireclumiire return of, the applicable IMilateirial and refund the fees the R'.ecipienEt may(have paid for such MaWlatenal. If susclh return rmateriallly affects Oracle's ability to meet its olialigmattons under the melllevamt order,therm Oracllle may 11poin:31), days Ipr&written nobce, ternmlinate the order. if such MwMlateriial is,third party technology and the teirrms of time third palmy Illic:ense do Inot allliow Grade to terminate the license„then Oracle may, upon 30 days' prior written notice„ end the Services associated with surclh Material and irefund any unused, prepaid fees foie such Services. The Provider willi Ir of indermmnlfy the Recilpieunt if the Recilpielnt(a)alter the I Iatelrial oir use it outside the scope of use identified in the IProvideir"'s useir dmmcurrrmentation oir Service Specific:abons„oir(b�uses a veirsion of the Materials which has been suulpersecled, if the infringement clllaiini could have been avoided by using an unaltered current version of the Material uwrhliiclh was Iprovided to the Recipient. The Provicler willi not indernnify the IIRecmpiemt to the extent that an inrfringerment claim is based uipoin IM ate nal not fuurnisllihed by the Provider. Oracle will mat indlemnrnify° You to the extent that an liimfiringeueuneint clllainm is based on third Party Content air any MaWlatenalll frwmnm a thiircl party pmmirtal or other s+ouirce that is accessible mar innate available to Your within or by the Services (e.g..a social media post from a third Iparty blog or forum, a third IpartyWet)page accessed'via a Ih`tylperlink, marketing data from a third party data providers etc. Tlhiis Section JI provides the Iparties" exclusive re:mmedy for any iunfringennemt cllahins or riaumwrge:s.. K. Third Party Content, Servieesamirl' ebsites The Services may eunable You to link tmm, traimsrmit Your Content or Third (Party Content to, or mmtheimbwise access third polies' web sites„ Iplatforms, content, Iproducts, services, and information ("Third (Parties Services"). Oracllle does not control and is not responsible for Third Party Services. Your are solely responsilble for coinnpllying with the termis mmf access and use of Third Party Services and if Oracle accesses Oracle Cloud Services US cOMMUNITlESs Sna.p,plennne3�nta11 Tena�nns aand Conditions v041818 Page 6 SERIAL 180233-RFP EXHIBIT D or uses any Third I Services oin Yo1L11T behalf to ficillitate performance of the Services, You are solelly re&ponsilole for ensuring that such access and use, iiInclaudiing through passwords, credentials or I issued or otherwise made available tow llou,us authorized byt�he I of access and use for such services. If You transfeir or cause the transfer of Your Content oir Third I Coni from the Services to a Third Party Servilce or other location, that transfer constitutes a dis ffifilcution Idy Yoiu and not by Oracle. Any Thilrd Party Conte,nt Gracle makes accessible is,provided on an"as-is"and"as,available"basis,without any warranty of any kind. You acknowledge and agree that Grade is unot responsiblIe for, and has no obligai I control, monii or correct!,Third Party Content. Draclediscliallms all liabilities arli from cir related ba Third Party Content. You acknowledge that: (I) the nature, type, quality and availiallcillity of Third I Content inlay change at any i during the Services I and (ii� features, of the Services, that intemperate with third parties such as, Facei You,Tullae�, and Twitter', etc., delpend on the continuing availai of sUch third parties,' respective application programiniiing!!interfaces (AlPls). Oradle may update, change or modify the Services under the Contract,as,a result ofa change iin,or unavailability of,such Third Party Content,Third Party Seirvices, oir Ai If any tt-vird party c:eases, I make its Third Party Content or AIP111s, available oin reasonable terms for the Seirvices, as detemillned by Oridle !!in hits sole discretion, Oracle inlay cease providing access ba the affected Third Party Content or third party servilces wqViout any liabillity to You or the Contractor. Any changes to Third Party Content, Third Party Services or APIls, indlucling their unavailability,during the Services I dues not affect Your oblilgations undeir the Contraci these Cloud STCs of the applicalble order, and You wilill not be entitled to any irefuind, cireclit or other compersation due to ally BILICh changes. IL.v Service Monitoring,Anaillyses and Oraii Software Cradle continuouslily monii the Services,to facilitate Oracles,opeiration of the Services, to help resolve Your service requests,to detect and address threats,to the functionality, secunly, uIntegriity, and availallcillity of the Services as wwrellll as any coinitent, data, or applilicatjoins !!in the Services,; aii to detect and address illegal acts or violations of theAcceptalble Use I Oracle moinii tools do not collect or store any of Your Content residing in the Services,, except as needed for SlUch purposes. Oracle does not montoir,and does inot address iSSILFeS With, 110in-Oradle software provided by Yold or any of Youir Useirs that is stored in, or run on oil through, the Services Information coillected by Oracle monitoring tOOIS (excluding Your Content) inlay also be used I assist In managing Oiracle's, product and servilce portfollio, to help Oracle address deficienclies in its product and service offerings,and forlllicense mainagenient purposes, Oradle may(I) compile statistic:alll and other uunfoirmation related to the peirformance, operation aind use of the Services, and (ii) use data from the Services !!in aggregated fomi for seciarlity and operations management, to create statisticall analyses, and for research and devellopment p1dirposes (clauses (i) and (ii) are collectively referred to as "Service Anairses'). Grade may mai Seirv,ice Ainalyses, pubIlicly availllalble, Ihowever, Service Anallyses will mot incorporate Your Content, Personal Data oir Confidential III 11fo mil atmon in a forme that could serve tc�identify You or any iindivi cl uall. Oracle ireta in s allll l ntelll le ctu al property rights!!!in Service Analyses. Cradle inlay provide You wfth the ability to,olbtaiin certalln Oiiracle Software for use with the Services,. If Oracle I Oracle Software to You aii does,not specify separate terms for such software, then such Oracle Software Is provided as,part of the Services aid You have the noon-exclusive, worldwide, limited right to use such Oradle Softwaire,sulbject to the terms of these Cloud STCs,and Your oirder(exceli for separateli licensed elements, of the Oracle Software, which selparatelly licensed elements are governed by the applicable separate terrnsl,solely to facilitate Your use of the Services. YOU may allow "Vour Users,to use the Oracle Software for this purpose,and You are urespmnsibllle for tli compliance wath the 11liceinse terms. Your right to use Oracle Software wvillll term ilinate urpon the ea,diier of Grade's notice (Iby welb posting ear citherwise� or the end of I Services associllated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate teirinis, then Your use of such software Iris governed by the selparate ternis Your I to use any part of the Oracle Software that is licensed under Oracle Cloud Services US COMMUNITIESs Supplel31entat'Ternis annul Conditions:v041818 Page 7 SERIAL 180233-RFP EXJHIBIT D the separate terms is snot restricted In any way by these C loiad ST CS. M. Export Export laws and regulations of the United States and any otheir relevaint local export laws and regullatmons apply to the Services. SIL]clh export Illaws govern Your use of the Servilces(incIlluidling technical data)and any services mfelltiveralallles, Iproviiided under Your order, and You and Oracle each agree to comply with all such export laws and regullations�Ilnclucling "deemed export'and "deemed re-export" regulafioinsd. You agree that no data, ilInfomiabon, vaftware programs andlor materials, resuilting froini Servites (or dilrect product theireof�willll Ike exported, dilrectiy or indirectly, !!in viollation of these laws, oir wwillll be used for any purposse prohibited by these laws,lncliadiin�g,without lini,itation,nuclear, c1herrilca I,oir biologicall weapons,proliferatmon, or development of missile technology. You ackincwledge that the Services,are clesigiried with capalbilities,for You and Your Users to access the Services without regard to geographic location and to transfer or otheirwase imw7ove Your Content between the Services a nd othe r locations such as,Ulseir workstations. You,are solely respoinslible for the authorization and ma nageni eint of User accounts across geograph ic locations, as,well as export controll and geogralph 111c transfeir of Your Content N.. Force Mafeure Neitheir You, Contractor, nor Grade shaIll be responsible for failure or delay of peirfomiance if caused by:: an act of war,hostillity,or salbotage; act of God; pairidem ic;ele ctri ca 1, internet,or te lecoininiij Ricatmon outage that iis snot caused by the obIligated party;govemment restrictions(illClUding the clenial oir cancelation of any export:, Import or other license), oir other event outside the reasonable control of the obligated party. All pairties,W11111 use reasonable efforts,to miltigate the effect of a force majeu re event. If such event cointin ues, for more than 30 clays,eitheir You, Contractor, or Oracle may caincelll uriperformed Services,and affected orders,upon written nouce. This Section does not excuse any porty's obtigation to take ureasoinalale steps to follow Its normal clisaster recovery procedures or Your obligation to pay for the Services. 0, Assiginilrierrt You may inot assign Your order or grve or transfer the Servilces, oir an interest in the Services, to another indivicluiall or entity. R. Other 11 Oracle pis an Indelpenclent contractoir,and each party agrees,that ino Ipartneimshilp,joint venture,or agency rellationshilp exists,between YOU and Oradle oir between Contractor and Oracle. 2 Oracle:'s business partners and otheir third parties, including any third porties,with whilch the Servilces Ihave integrations oir that acre retained lixy You to provide conSIL11ting services, inip1lementation services oir appIlications that Interact with the Servilces, are mndepeinclent of Oracle and are not:Oracle's agents. Orac:le is not Illiable for, bound by, oir responsible for any IproblerrmM,with the Services or Your Content arising dime to any acts,of any s,uic:h busi nes,s partneir our third 1pa rty,unless the business 1pa rt�ner oir thilrd party is piroviding Services as,Oirac[e`S S1LJbC011tFaCt01r oin an eirigagerneint ordered undeir these C111oucl STCs aired, if so, then only ta the same extent as Oracle wouild lbe responsible for Oracle's reSCUrces uirider these CIOIL]d ST,Cs. The Contract �Ilncludiing these C101dd STCsI and Your order is entered exclusivelly between You and the Contractor. While Orac:le has no contractual relationship with You, Oracle iiis a thilrd-pairty beneficilary of the Contract(1111CIldding these Cloud STCs)and Youir order. 3 Any notice required under youir order shall be provided to the other party,and Oracle,it n writing. Oracle may glive notices applicalWe to Oraclle:'s Servilces customers by means of a general notice on the Oracle portal for the Services, and notices spec ific to You by e lectronlic maill to Your e-mail addiress oin re coird !!in Oracle:'s account Inforiniation or by wrrttein cominiurilcation sent by first c:lass,mail or pare-paid post to Your address on record in Grade's account information. Oracle Cloud Services US COMMUNITIESs Su:ppleniental'Tenns anA Conditions:v041818 Page 8 SERIAL 180233-RFP EXHO IBIT D k If ainy t�emi of these CIOUCI BTUs is found to be invallid or unenfoirceali the remaining provisions Mill reirnain effective and such teirm s1haill be rel voth another term consistent wil the i and Il of these Cloud STCs. 5. 1Excelpt for actions for nonpayment or breach of Oracle's proprietary frights, ino action, regardless of form, arlisling out of oir irelllatiing to I C111oud STCs imray be brought by any pairty more I two years after the cause of action li accrued. 6. l to entering into aim ol governed by these Cloud STCs, You are sol respoinslibi for cleterri whether the Seirvices,i Your technical, (business or regulatory requireirneinits. Cradle wilill cooperate with Your efforts to determine whether use of the standard Services,are conslistem Mt1h those ireq uireini eints. Additional fees,may al to any add ii I work performed by Oracle or changes to the Se rvi ces. You remain solllely responsible for Your regulia�toiry coini l ce in connection with Your use of the Services. 7. Upon forty-(Five (45�days wrlittein notice aii no more than ounce every twelve (12�inionths, Grade imrayi alddit Youir coniji with the terms of these Clouid STCs and Your order. You agree to cooperate with Grade's atidit and to i reasonable assistance and access to informal Any Stich audlit sill not unreasonably iiinterfere with Your normal Rmsiness operations. Oracle slhallll comply with ireasoinable security and safety irullies, polliGies, and Iproced4ures("seciurity rulles")while performlingany such alddilt, provided that(111 such secuirity rulles acre appIlicali to the performance of the auldit', (!Ili) You inialke suich security rules availIal to 0iraidle I to the coininiencement of I audit, and (ii such security rules do snot modify or amend the I and coindittoins of these Cloud STCs or the applical cirder(s). YOU shall be responsible for paying the additmonal fees related bD use of the Services,in excess, Of YOUr nights 8. The Uniform Computer Transactions Act dooes, not appllly to these Cloud STC:s, noir any order l PlUrsuant I theini. 9. The extent to wh ich aim Oracle 1pm3duct is,i to any ciustomizations,capable of providing com paral access,to ilncliivuiduaIM,with disalbil consistent with the applicable provisions,of the Archite du ra I and Transportation Barneirs,Coinil i standards,set out in 36 CIFIR Part 11194(known as,'Section 50 8'�effective as of June,21310 1,or the Revised!veirsioin in Append ix A(known as'Revised Section 5018') effective as of January,„2018,and the Well Content Ac cess ill lity G uidelli nes(W CAG)very loin 2 O le Vell AA,irespecfively,,lei indicated lzmy the dependeinclies, cominients and exceptions(some of which may be significant,if any)inoted on the alpliplilicable Vo,luintary Product Accessibillity Teinni(VPAT)availahle at wvvw.oiracle.connlfILI:Pteoirporate,aaccessillrilllity for each product,when they are used in accordance with Oracle's associated' documents and otheir written information, and Iprovided I any assistive teclinnologies and any otheir Ipiroduicts used with theini piropeir1y interopeirate with them Bin the event that no Vl is available for a Iparticuulltar Oracle product, (please contact I Oracle Accesslibillity Program Office at accessible—wwQ.oradle.com. In sDime cases,the CIACCrne i that a i is still beling evallulated for accessil may schedulled to meet a cicess i bill lity standards in a futuire release, or mayinot be sclinedulled to rneet accessibility s,tainclards,at allll.Gradle ciis may callll Oracle Support at 1.800.223.17111. Hearing-impaired customers in the U.S. w1i wish to spealk to an Oracle Support relpiresentative may use a te lecoininiii Ric abons ire1llay service JRS�. Information about the TRS is available at lhttp�:I fee.goyfegl)lcoiisumerfact�,Ars.lhtnilll,and a Ilistof telelphoine numbers is,available at httjp,&:1Avww.fe:c.goylgeneralltele co mm u I s-re la y-servi ces-d i rectory. Internationall hearing- impaired customers Sli use the TRS at+1.605.224.1837. Ain Oracle SIL11ppoirt eingineer will irespond to teclininicall iiissues according to the standard service request I Oracle caininot make any comim ii eii about futuire I uict directions, inctuidling plains to addiress a cicess,I bill lity or the availla billity of VPATs. Product direction remauns at the solle discretion of Oracle. I otheir teams, conditions, statements or any other suich relpiresentations regarding our irelllated to accessibility shaill all to the Services Iproviided uinder these Cloud ST i Orade Cloud ServiresUS CO,MM1:INITIESsSu:pplen3ieaital'T'en-niisai�id Conditions:v041818 Page 9 SERIAL 180233-RFP EXHlIBIT D 10. Internet Protocoll version 6(,iIIP ,I. Prior to any customizatmons,the Grade piroductl and servicejs)to be delivered pursuant to the Contract are capabIle of accomini,odating Il Protocol vemion 6(11110-v6) solely to the extent defined and noted !!in the rellevant productfseirvice documentation availlalb,le at oracle.com. Please note that SLIch capabillities are subject to the dependencies, cornmel and exceptions(some of which may The sl�gnllficaint, if any) noted in SILIch documentation, and require that Oracle prodiuctjs�and seirvicejs,)are used in accordance wil Oracle"s associlated documents and otheir written uinformratmon and that any otheir Iprvaducts propeirly iiimteruaperate with them. If no irelllevant piroductYservice documentation is found addressing IPY,6,then Oracle makes no representations as to the capabilities of the piroduct1service in question to accommodate IPv6. Oracle caininot make any comimil about future product directmons, ilICIlUding plans to address Pv6. Rnaduct direction reimains at the sole dlFcrefion of Oradle. No otheir terms, condil stateinients, requirements rear any ot�her such representations regarding or related to IM shaIll apply to the Grade products and services to be dellivered pursuant w these Cloud STCs. Ill. If any document iiincorpoirated by reference into these Clouid STCs contains,a provision(a�allowing for the autoiniatic termination of Your Services;or(b)allowing for the autoniatic renewal of Services,andfor fees,them SILIch terms shall not apply. Oracle Cloud Services US COMMUNITIESs Sii:pplei�ile3�ital'T'ei�i�ils an:d Conditions v041818 Page 10 SERIAL 180233-RFP EXHIBIT E ORAGLE HABrDAARETERMS AND GONDIT40-NS EXHIBIT E ORACLE .A.CLEHI.A.RDVVA.REUS CC'MMUI�IIIITIIESSUPPLIEMENTA.LTERIMSAfADCONDIITIIONI v041818 THIES ORACLE HARDWARE, PROGRAMS AND SERVICES US COMMUNI IIES I-`USC") SUPPL ENTAL TERMS AND CONDIT[ONS("'HARDWARE STC:s`)SHIALL APPLY THE ORACLE HIAIRDWA ' ,PROGRAMS ANIII SERVICES THAT YOU ORDER FROM THE CO TRACT HOLDER �THIE -"COI RACTOR"). THESE HARDWARE STCSSHALL TAKE PRECE TACE OVER ANY CONIFIL[CTINI TERMS IIN ANY NON-GRACLE ORDER OR ORDERING DO WENTION. THESE HARDWARE S CS ARE CONS[DEREID PART OF THE SCHEDULE OF S PLIESISERVICES IN YOUR ORD EIR T THE C ON TRAC TO R.. Av Deflinifionis "You' and"Your'iref to I orclering activity that has iorclered pro aii Ihardwaire aia&oir services frioni ain authonized dliist iLitor("Contractor) under the contract. The term "ainclillary Iprog,ra s" refeirs to third panty materials sl cified In the program dioCILlinienitation whic:hniayx3nl,yl)eusecifoirt pLirposesofinstallliiingorolperat ig I programs with whilich the ancill1lary programs are cletivered. The term"contract"'refers to the C ntractoir's US Comm ities contract. The teirm"iiitag,rated waft waire"lllsdefii dassoftware, mbedded in the hamiware which sirs essential to hardware functionality(e.g.,firmware). The tern"!!integrated software options"refer to ftware,or prcg ran niniablIe cocle embedded in,installIed om,oractivat�edoiitlieliarrJware that,requillres e or more unit,licenses that YOU must separately order. Such separate order will set forth the fees four integrated software options You are ordering. Not all IharrJwarecoiitaiinsllliitegrateclsoftwaireopAi s; p aseireferto the Or,,icllelllintegratedSoftwaureiDlptjx3ns I Definitions, Rules and Metifts accessil e at lit.1p:ttcrrarl,e,,.conii(contrLiicl:s (the "IlIntegrated '��'oftwareOpt�ioinsL!IlcenseRuile:s"�foirtl,) specific irated softwaireolptions that may applytospecific Ihardware.. Oradle reserves the i esiginatenew: ftwaire features as integrated softwarex3,ptio,iis !!in SlUbsequent releases aii that de nation will be sp, ified iiin the applicalolle documentation and in the Illntegrated Software Options Li nse Rules. The term "opeirating s,ys,teini" r errs to the software that ri ges hardware for programs and other softwa re. The term"lloroducts"irefe , o,progirainis, hardware, integrated so re and operating s,ysteini. The term "Iprograrn cl cumentation" refers, to the pirogirani useir m ivalll aii pirogirani inst'all1lation manuals. The I "pirogira s7 refeirs,to the softwe products,owned or distributed l Oracle, which you have ordered, includ g program documentation, and any program julpdates, ac ired thirough technical support. The term" rvices"irefers to techinlica]support servilces which you have,orde red. The to "hardware'irefers to the hardware equill pment,Ind udil ng c�a ri nents,opt iciiiass a cl spas reparts. The teirnm "hardware documentation" irefers to the hardware specifications, user ma pials, and !!in allIationimainUals. I ardwaire doc ume intation!!Is,delll ivered with the hardware andfor provid online. ,6racle Hardarxre US- Cammumifie>SupjAemewal Terms and Conditions 0411818 1 1 SERIAL 180233-RFP EXII E Hardware Composition Your Ihardwaire ordeir consiIsts of the follomng items: operating systern (as, defined In yoi onfigiaraticin), integrated software and aIll hwrdware equipment (including components, options, , are pacts) specified oin the applicalalle arder. The hardware equipment or pa m parts of it ay I ld, Filk ewer. C. Right Granted Upon Cw tractor's,acceptance of paur order, pau have the non-excIllusive,non-assiginable oyalty free, perpetual " Riess otherwise specified!!in your ordeir with 03ntractor(, Illimrifed right to ruse e programs and receive ny services YOU ordered solely for your internat ordering activity operati hs,and SlUbject to the terms these IHardwwrare STCs, inducing the Oracle I Definlitions an Mlles, the order, the contract an� the pirogram documentation. You may allow you r agents,and co ractors (Iii Rg, WAll IlIiirrritatian, utsouircers�to use the 1pnDgrams for this purpose and you a, respoinslt)le for their complitance with th. e Hardwaire STCs, incIlludling the Oracle License Dafinitio: and Rules,the order, the contract and the rogiraim documentation III SlUclh use. For progirairns,that ire slipeclifically desigined to all1low youir custornei and suppliers to interact with you in the furtherain of your internali Ityusiness, operations,such use is wed. You Ihave the night to use th opeirating system dellive red with the I are SILI bje ct to the teirms of the l agreement(s) dellliveire with the hardware. Current veirs,io of the license agreement(s) acre located at ll Mara c1le.comicon cts. You acre licensed to use I perahng systeirri and any operating systeinitjpdatesacquiiredthn3�ug,li c:hiilllcalsulpportw3iil,yasiincoir ranted in,acrid as part of I hm-dware You have the limited, ino,n-exclusi royalty free, norm tr risferabIlle, noin-assignable right to, use integrated softw are opuions, that You s aratelly order Maul ct to the terms of these IHardwaire STCs, the applicabIlle documentation and the tegrated Soft are Opi I Rulles; the Integrated Software Options License Rules are incur rated in d made a pairt of these IHardwr^are STCs. You are 111censed to use those Integrated softw, e olod s and any integrated software options updates, acquired t1l techinlical suppart only as i & rated uIn, aii as part of, the Ihardware. To fulIlly Understand Your license inight to any integrated ftware olptions,that You separately order, You need to review the IlIntegrated Software Opdons Lice i I Rulles. in the event of any conflict between the Hardware,STCs and the Integrated Software pfioi License Rules, the Illintegrated Software Options License Rulles shaIll take precedence. You have the Illin7ited, non-eXCILIslive, r yall free, non- ssignabIlle right to use !!Integrated vaftwaire de live red with the hardware subject to etermsofthesel-i dwaire ST Cs,!including the 0 ra c1le License Definlitions,and Rulles,the order,the ont�ract and the progra documentadon. "Vou acre llicensedtouse such integrated software and any tegirated software updates, cqui red t1l te c1h Ricalll SILI pport only as iIncorporated in,and as,part q the hardware. The operatmg systeini andlo, integrated software may!!include sep, to warks, identified !!in a readirne fiIle,notice file,or the applile le docu rneintatmon,whil c1h acre III censed un- r open source or simillar license ternis; your iriights to us the opeirating system and integrated v ftw e uncleir such I are not restricted in any way lb hese I rdware ST Cs. The appirolphate terms a oc:i alted with such sell te marks,can be found!Ii e readme files,notice files or iin the docammeimkat oin - companying the operating systeini acrid integira d software. For GIF'Lv2', ILK, Lv2.1, G P LO acrid I GIF'Lv3 licensed cocle received by you a brina nIes on I cal medita, if you ould like to receive a copy of the source code ('source code"( w media villa postall service, s milt yoiLjir written request at -.,http:llos:s.or,,icllle.comtsyMtems-olp, sourcecode >. Atemativ ly,you can mail youir written request to Grade Corporation,Attn: VP of Leg, 1, Development and Ein I,eehing,500 Oracle Pairkway, MIS-51DP110,Redwood Shores, CA 94,01635. Your quest should l the name and veirsion mjnilher of the pirodUCt, youir name,your corn1pany name (I pplllicabllle(, your eturn mailling address, and your eirraill address. Certain source distributions, reclull a fee for p1h Micalll irredia Should this be the case,you waill t)e sent details,oin the cost and payment I cedure emailll. Your request mii be sent watIl three(3)years of the date of Oracle's last dellive of the Aracle Hardivare US C ainmumifies Supplemental Terms and Conditions v041818 paffoNq SERIAL 180233-RFP EXHIBIT E pplilcable I This offer only applies if you received your operating system andlor mnteugrat s are on physlical iniedia. The ardware slhalll be Installed In the country that you specify as the dellliveiry location o your PlUrch !ling docuirrient oir whein youir puirchasing clocument does not indicate a ship to add ss�, the Illocation pecified In the order. D. Ownership nd RestrictJons, Oracle orlits,III ensorisretain alflownershilp and intellectual propeirtyrightstotime progirai ,the operating systeini, and ii grated software. Grade oir its licensors, retain all intellectuall pro urty rights to the hardware. Oiracl iretaiins all ownership and uintellllectulal property rights,to anything veloped by Grade and clellivered tin r your oirdeir reSUIhing from services. UnIlless otherwise sta !!in your order with Contractor, tiffe to rdwaire, excluding the operating s,ysteini, integrated .. waive aii any other programs, and irs1k loss oir dainiages to the hwclware wiIIII I from iracle upoin clellivery in accordance wAh the imelll ant lincoterms 20110. Title to and ownersinp of t programs, the operating systeini and !!integrated so are shall inot pass,tD you or to a third party, mtle to and ownershilp of the programs,the operating slyeini and integrated software shaill ireiniain rth Oracle. You may inialke a sufflc:ieintiiiLjinibeirofcu3lpiesu3f aclh pirog ra m for your III iceinsed use and e copy of e ac:h I ra m media. Third party technology that may appropriate oir necessary fair ise with some Oracle programs is specified iiin the pnagram clocianien bon oir readime fillies,or inoti ffles. The I acknowledge that the terms of the contract or these H dwwe STCs do not a ppll to s,uic:h I partly te c1h nology. The hardware is,not spe clificalfly design , manufactured, intended for use as I components,oir ass,emlWies for the planning, constri maintenance r operadon of a Ruic:lear facility. Use of the hardware for these purposes is,pirollhibited. You acknowIlledge that to operate certain h rd ire your facility must imrreet a minimuni set of req1U irerrieiltS as,described iiin the hardware docu entation. SUCK irequiirerrmeints may c1l from time to time,as co muin icated by Oracle to you In t p1licalble lirardwaire documentation. You im ay not: • use the pirog ra ms,iiin a rental,„tim I ha ning,suibscn do servilce, hosting or outsourcing calpacity; • remove or modify,any progiran Dr hardwaire markiia oir any notice of Grade's or its liceinsoirs' proprietary rights; • re move any copyright inot�i s or labels oin the operating ystem or integrated software; • make the programs, o� ating systeini, Integrated so ,;re or materialls, resuill froini the services availalble iiIn y maininer to any third party foie ise !!in the third I business operations �uinless, c1h access is expiress,ly permitted to the specific pnagram license, operating system, iii egrated software or materialls from the se Icies;you have acquired); • cause or perniit r erse englineening i required by law for' teirolperability), disassembly or de coini pill latio of the operating system, integirated vattware, r programs (the foregoing proll in des but is,not Illim fted to review of data stru ctu res or 'mi lair ni ate rials produced byprograim, ,o perafing system or!I!nteg rated vattware; • make co s of the operating system or Integrated software except to archival piarposes, to replace defective colpy,or for prograini verification;one • disc:lo, iresuulllts of any progiraini andlor hardware be nclh ma rk tests. III Warral , Disclaimers and ExclIusive Rennedli,es Fair "the or I � Ike of clarity,this is theOiracle maRufactuireir's warranty;ineverthelless,sits1haIll b accessed by y, ou t�t ugh the Contractor. Or cle warrants that a program licensed to you will operate iiin all materiall respects as desairl, d in the p1licable program clociumentation for one year from delivery(i.e. via physlical slihipirrient oir e[, tronic /Oracle Hover davare US.Cammumidies Supplemental Terans mad Condil 0411818 Page\ SERIAL 180233-RFP EXHIBI"T E own]oad). You niust inotify Oracle of any pirogram warranty deficiency within one year from deliv ACLE DOES NOT GUARANTEE THIAT (j) THE HARIDWAIRE PRODUCTS, i PERAT 11 SY TEIM AND 11114TEGRATED SOFTWARE, AND i TH M W E PROGRAS ILL PERFORM ER FR-- FIRE OR UNINTERRUPTED,OR THAT ORACLE WILL CORRECT ALL HARDWARE PROD TS, OPER Tll11t,1 SYSTEM AND,1111ATEGRATED SOFTWARE„All D PROGRAM ERRORS. Oraclepn hides,a Illim ited warranty("Oracle Hardware Warranty'" f oir(i�the hardware,,,(i�t operating systeniand e i integrated software and the!I!ntegrated softwore options,and(!!!ill!)the op atingsystem medle,the iin giratedsoftwaireniedia aims!the iiintegirat�edvDftwareopt�ioinsniedia ("ni ia", and (i), (ii) anfliii�collectj ly,"Hardware 111tein7s"). Oracle wacrants that the(hardware m1111111 be fir from, andusling the operatingsy em and integrated software and integrated software options i not causelinthe hardware, materia efects in iniatanialsand workirinanshilp fear one year from the ate the hardware is, delli-ve red to You. cle warrants,that the mediia will be free from iniateirial d ects, in iniateirials and workmanship foir a pe cl of 90 days from the date the i!!Is,delivered to ' our. Youi may access a i detaillled escrilption of the Oracle Hlaird re Warranty at lhttp wllwww.orac:le.coni IL]Si UPIP nrtlpolllicies(iiidex.htmllI ("Wairranty Well P e"i. Ain�y changes ta the Oracle Haudware Warranty pecified oin the Warranty Well Page willll in apply to Ihardwaire oir media oirdered pricir to s,uic:h change. The Oracle Hardware Warranty appIlies inly to hairdware and medita that Ihave been (1 0 mainUfactured b or for Oracle, and 12) sold by Orac (either diiirectly or by am Oracle- aUthoirizeddistrlbutor�. The her : are may be new rear like new. Th Oradle Hardware Warranty applies ba Ihardwaire that is new and nardw re that liz like-new which Ihas een remanufactured aii certified for warranty by Miracle. Oracle hairdwa re Ipirodiucts may be new 11ilike new. The Or ]e H ardwaue W arranty applies to hardwaue piroducts that are new and hardware proc cts that are Iii -new whilch have been ire m anuf actured and certified for warranty lcy Oracle. You may access a more detailled of cidi on of the limited hairdware warrainity at lhttp wlwww.orac:le.co3ni'IL]swsuplporUpolllicies(iildex. III ("the warranty web i Any cli to the hardware warranty detalls specified on the warn web i will inot apply to hardware ordered phoir to SILI c1h clha nge. Parts or compoinents which are rep1laced ndeiir the al I 111cable warranty may inot be new. Title in all detective i which are reii from e hardware un er applicalble warranty shaIll transfer lbaclik to Oracle. No warranty will apply to the hairdw, re products,operating si m, integrated software rein media which Ihas beein: l. modifed, altered oar dapted without Oracllles wrilittein o sent (incIlludling modification or removal of the Or lelSiuin seriall 1i tag,oin the haiird , ); li,, maltreated,oar use in a manner o-their than!!in accordance with e irellevant documentation" i repallred by any iird party in a manneir Which fails to meet Orac: 's qualllity Standards; iv. iniproperllliyins illled by any party otheir than Miracle or an authorlize uDraiclllecertifiediin:stailllat�ion partner-, v. used with qUilpinient oar software not covered by the warranty,to the xtent that the 1pirollaleinis are attr utabIle to SIILI Ch wine; vj,, reloca to the extent that problems are attributabIle to BILI Ch re location-vilties proll by Ul S. or�o er national export vili. use irectly or indirectly aim supporting actm 13, r ulladOii'V i ii l 1� d by partiesappearling on the most ciarreint U.S.export exc:lusion Illist, IX elocated to couintries subject to U S. trade embargo our ireshricuons', X x used ireimuotellly to facilitate any activities in the countries ref erenced in (vilill) and (lux, above,or purchased from any entity otheir than Oracle or an Oracle authorized ireselller. /Oracle Hq:rdivq:re US.Cammumiidies Supplemental Terms and Condition-,04181a Fajg?ffl�k SERIAL 180233-RFP EXII E !!Is,Oracle Hardware Warranty does not apply to normall wear of the hardware products or media. �l re T Or c:le Hardware Warranty!is extended only to the oirliginal purchaser or original lessee of the hardyy I ct and may The vold in the event that title to the hardware pin3dur-1 is, transf /ed. Oracle so warrants that:seirvices,will be provided in a Iprafessilona I manneir consistent with 'idustry standards You, imwrust inotify Oracle of any services wairrainty deftienclies, wrthlin 90 � ys from performain of the deficient services To the extent opt addressed jin yo,ur rardler for the Hardware Products aind ri to which this Oracle Hardwa Warranty aipplies,thiefollowing 1-jimitations aippl,y, HEITHIER ORA.CL NOR YOU WILL BE LIABLE FOR MY 1111MIDIRIECT, IINICIII Ell SPECIAL, PUNIITIIVE,ORC0NI QUENITIAL D'AMAf3ES,ORA.NYLO,'SS OF PROFITS, 'EVEN U E,DATA,OR DATA USE ARISING UT Of OR RELATED TO THIS WARRAI HI EVER THEY ARISE, WHIETHEIR 11111 COIATRA T OR TORT,OR OTHERWISE. YOUR EXCLUSIVE RIEMIE' AMID ORACLE'S ENTIRE LIABILITY F BREACH OF WARRANTY SHALL BE: fA) THE REPAII OR, AT ORACLES OPTION AND PENSE, REPLACEMENT OF THE DEFECTIVE PRODUCT, R IF SUCH IREII OR REPLA MIENIT IS NOT REASONABLY ACHIEVABLE, THE REFUND F THE FEES PAID TO 0 ACLE FOR THE DEFFECTIVE PRODUCT, OR, JIB) THE REP ,IFORMATICE OF THE IFIICIIENT HARDWARE-REILATED SERVICE OFFERIll OR, lC) ORACLE CANINOT SUBSTANTIALLY CORRECT THE DEFI,CIIENCY I A COMMERCIALLY JEASONIABLE MAI ER, YOU MAY END THE DEFICIENT HARDWARE-RIELATEID SERVICE 0 EIRIll All ECOVER THE FEES YOU PAID, TO ORACLE FOR THE DERICIENT HIARDW E-RI SERVICE OFFERINGS. TO THE EXTETAT IE A Avi, I PROHIBITED BY LAW, THESE W � Ill RE EXCLUSIVE ,.HID THERE ,IRE NO W T F OTHER EXPRESS OR IMPLIED WARRANTI S�O"R ND4T[O,NS INCLUDING ANY WARRAIIII OR COS JIDITI,ONSOFMEIRCHIAIATA.BRLl'TYA,' F NIIESSFO,RA,PARTICULAIRIPURIPOSE, F., Techni,call Suppon Tecliiiuiicalsulp,piortcAoiris,ists,of annual teclhimiicaI Ill services you imrray have ordered or will order for the programs aiidia3,rliard ,aure, iinelll-uidill�ngs port ren als. S,_uppa3rt niiList1beordeiredlpursu�airit:t.oa valid Eind User License Agreement SlUch these Hard are STCs.With respect to techillical suipport forsaftware products, bug fixes, seCldnty nixes and anyul ate:s received shalllil ere pirovideduuicierthe terms of the license agreement that You accepted upon airc ,Ing the 1pnaograms. If oirdered, aninual technicall SUIP',PO (ili first year and III sJbSeq,1Je1nt years) for programs is provided under Oracle's technficall upport polllicies in effect at th 'me the selrVlees,are provided. The technical suipport policies, inco rated Il aura subject to c1hai e at Oradle"s discretion, Ihoweveir, Oracle polllicy changes, wilill in iiresult !!in a material reduction ill t level of seirvices provided for supported programs cluiring t ,I forwhich techinlical slUl has 11, einordleired. your shoiLildrevilew the policies, piiriorr to enteirill into airy order for the applicable services You invay access the current version of the teclIhnfica111111111 , I Ipoluicies at http�:ftwww.oracllle.comlus,is,uip rUpoliciesAndex.1htflill. The technical support polic' s state that�, "globalll customer support s,ervilces an ysteinis are not clesligned to accommodate s,p :ial security controls that ri be required to store or rocess certallin types of sensitive data."Ac Tdingly, as stated !!in the lechnicall support policiles, You a ree not to SUbMil: any. Ihealt�h, paynneint ,rd, oiir other controlled or sensifive data that reqlLliire protectio greater than those specified in the rade Global Customer Support SeCILInty Practices to Oracle as ,art of any service, i Soft are HJpdatc-IL!Iicense&SiLilppoirtjoir airy successor teclhnicallISILIPPoirt� ring to Software Update Lille: Se & SILIpport, "SULS") acquired with your order may The renewed ani jaIlly thm,uglh a resell1eir 1:1 is expressly authorized to distrilbute suppoirt renewals. The order with 'ontractor willll specify uir SUILS fee for the, first renewal year should you ireinew SUILS for the saxill, numbeir of I for the same programs as contained in the aniginal order" the fee for SUILS for e second reine al year will not inzireasoe by more thain 4%oveiir I piriar years,fees. If you elect not to dirchase to in ical s,uippart:at the tirn e tha t th e progirairn!is ord eired,then YOIJ maybe requill red to pay rein at ement f ,s,in accordance with Ci ra c1le's tech inkall support I Ill clies,in effect at the tim e of re!!n statem ent ' yoiL,i 161ricle.Hq:rdtvq:re US.Cammunities Supplemfulal Terms ind Condifions 041818 SERIAL 180233-RFP EXIHIBI'T E cide to purchase technical support at a Illater date. Technical support for programs!!Is,effective I sh menl of tangildle media aim upon the effective slate of the oirder if shipment of taingillale media is,i t recilLied. If order cl, Oracle Hardware and Systems, SILIppoirt �Ilnclucliing first year and aill subsequent - arse is pirovided under Oiracle's I rdware and System s,Su ppoirt IPolllicies In effect at the time the se likes are pirovided. Lj agree to cooperate with Oracle and provide the access„resources,mate nals peirsonine], Information, nd consents I Grade im77asy require !!in order to peirforni the servilces. The Oradle Hardware an Systeirris Suil IPolic:ies, incorporated Il are sulbfect to c:hai e at 0iracle's dIsciretion; Ihcw,, er, Oracle mill not mateiraIlly reClUce the levelll of services provided� bi the period for which Oracle I and Systems Suippoirt Ihas been ordered. YOU sli view the (policies priortoeiriteringinto n order.You may access the ciarreint version of the Oracle H ware and System s, Suil lPolllic:ies a http:1Avww.oirac[e.cornfustsuppoirb1po III clieslindex.hi T e technical suippol i state that,"glo I customer suippoirt:services and systeinis,are not:de igned to accommodate special security controls hat may be reqUired ta store or process certaii ypes of sensitive data."" Accoirdill as stated In t , teclinnicall support pollicies, You agree, not to ill any heall payment card, or otheir controllied or nsitive data that require protections great than those specified In the Oracle Global Customer Sul ft Security Practices,to Oracle as,part a any service request. Oracle Hardware aii Systems,, port acquired with youir order ii y be renewed aninUally through a resell1leir I is, expressly authoiriz to distribute suppoirt rene Is. The order with Contractor willll specify youir Oracle Hardware and S stein is Support fee for t frst renewal year Sli you renew Oracle H&rdware and Systems,SuIppo or the same systems nd saini e conNjuirations as,cointai ned In the original order,youir Oracle Ha rdware rid SySteMS Scarp in fee f oir the secoirid renewal year will not Incirease by more than 4% oveir the pricer air's fees. If y elect not to purchase technical SILIpport at the firrie that the hardware is ordered, t n you ni be irequiiired to pay ireimstaterrmemt fees In accordance with Oracle:'s technical SILIppoirt p icies III iffect at the time of rernstateirrient if you decilde ta purchase technical suipport at a later date. T hn' al SILIpport for Ihardwaire Is;effective upon delllivery of hardware or I the effective date of the ord, shipment of hordware is snot required. linvolices for teclinnicall SILIpport services,slhallll I subi itted by Contractor on a quarterly basis (uriless otherwise spe cified i n the order l after the coii , letion SIL]clh period. Notwithstanding anything !!in Grade's to inical sail lic:ies or Oiracle's Hardware and Systems Suil(Policies to the contrary, you ni y disconfinue sulpl I at the eind of any cuirrent suil term and,at any time thereafter, reinstate i i by executing aii ordler for suiclin si with Contractor. If you decide to reinstate such supp ,you inwist pay a reinsta I ment fee. The relinstateinneint fee shaIll be the amouint that would have 1) in pallid Iby the oirde I-Ing actjvilt or the past suipport period had such support not Ial I n addition t he re rinstalteme Int fee descl i the pireced ing se Inteince,you must pay the suipport fee for the me suipport period quarterly aim airrears,i accordance with the order. ThIs te chin ical support fee for the ew support period is corn puted as foilo (I)If support Ial then the support fee foie a twelve in nth SILIpport period shaill The the 1111iast aiinRui suil fee you i for the rellevant program and�oir ardware systeirri; (ii�If you neveir acquired tech 'cal suipport for the relevant program andlor Ilhardw system, then the aim nualll support fee shall be th fee that woullld have been charged if suipport h, been ordered originally foie the relevant program an �r hardware s,ysteini per Oracles Support p ' ing policies in effect at the birrie of reinstatement Rene I adjustments may be appliled to the ani alll SILIpport fee descirilbed!!in(I)and(ii�above. G. liniteillectuail P i lindennnifical If someone makes a claini against you or Oracle ("Recipient" which may refer t you or Oracle del upoin which party received the Mateiral) that any inforniation, design, specification, Instri , software, data, hardware or matenal ("Matel fumished by either y or Oracle (":Provi er"w1hIch may refer to you oir Ora c1le delpend ing on which party pirovided the i I-I ' a nd used by th Recipient infringes its intelliectual property rights,(incIlludling U.S.or foreigh paten(t�rad lairk and cc I the Provider willll Indemnify,the Recil against the claim to the extent permitted law if t , Recipient does the foll1lowling: ) acle Hardavare US�Cammuni 23B � D I D VO 8 8 i idies Supplemental Terms. d C o di o s 41 1 1 SERIAL 180233-RFP EXHIBIT E ■ !',o:;fI� s the Pirovider promptly in wril inot later thain 30,days afteir the Recipient receive 0 , of the claim; Gives, the Pirovidercontroll of the defense, wath in1put froirn Recipient, and any settle ent negotiations; and ■ Gives,the Provider the inforniation, aulljoirlity, and assistance the Provider ineeds t defend gainst oir settle the claini. If the Provi[d r believes or it is detemnaed that any of the Mlaiteriall may have violated s ieone else's intelflectual ipr erty nights, the,Provider may choose to either modiify the Material to non-infringing �whiile substanti ly preserving its I or Munctionality)oir obtain a Illiceinse to allllow ir cointinued use, or iiif these altem eves are inot coininiercially reasonable, the Provider may eind e license for, and require return of, 1:1 alopliicable Matel lit YOU aire the Provider and such re, irin materiality affects Contractor's allmlity to eet iiits,obIligations,under the relevant osier(e.g., umpat - Contractor's ability ba 1pe I duue txa a wwrorlw tenment,schedaule xar cost ii them Contractor y,at its,option and upon .30 days pir on of the order. . The Pro der will not indeminify the Reclipient iiif tt7e Ftecmpienk Item tlhe IMw1akeirial or uses it outsilde the s pe of use identified in the Provider's useir dxucumrentat nor if tt7e Ff,ecilpiemt use-s a veirsion of e Materials Which has been supersede ve been avoided by u g an Unaltered current version cf the Mat pient, ,or if the Recipii continues to use the applicable Material aft it Material.The Pro der will not iindeininify the Reciplient to the extent that an infningenneint c::Il is i upoin any inform join,cleslign,specification,instruction, software, data, oriniateirial notfurnisl dby tyre Provider. Or :le will 1111 not iindeirn nif y you to the extent that an infringement c:laim i i I the coniblination of hy Mlateriall with any products or services mot pirovided1by0iracle. Oracle willll not III enninifyyou for i nongeinioint,cauisedlbyyoiLiract,ioinpagailinst any thilrd party if I Oracle progiraini(s) as elliveired to u and used ism accordance with the terms CA the order and these Hardware STCs would of othe : e infringe any third party intellectual property irights. Oracle wilill not indemnify you for any ii ingei eint claim III is based on: (1) a satent that you were made aware of pi to the effective dat I q your order with Contractor (IpurslUant to a claim, clemand,or notice),or t2)your actions prior to th ifective clate of your order with Contractor. Notwithistandling the provilsiloins of the paragr Iph a e and with ireslpect to hal only, of Oracle belliewes or It !is cleternilined I the hard re (or poi n thereof) may have violated a third pairty's intelflectual property rill Grade may cose to either elplace oir rnoclify the hardware I poirtmon thereof)to be norm-infrilingling�wlhjle 31111 nfiallypreserviling urt�ilityx3,rfuii,)ctix3,n�lllity)or obtain an glht,to allow for cointiniaed use,oir if these a1111111111111111: atives are mot comi r irciafly reasonable, Oracloe may remove the applicable hairdware(or poirtion ereof)and irekind the me ook vallue. In the event that the Material ' Separately Licensed TIl Pa Technology and the associated Sepwrate Ternis do not aIllow rmlinatmon of the license, in lieu of ding the license for the Material, Oracle may end the license, 3,r, aii require return of, the program ssociated with that Selparatelly Licensed Third Pairty Tech ology and s1haIll irekind any pro,grarn ficer fees You may have paid to Oracle for the program IFoir claims related to airdwa re, if you are a current subscriber to Oracle tecl ical SILI ppoirt services for the opeiratingsyste (e.g.,Oracle Prel Suppoin foir Systems,Oracle IPrenmlih Support for Oper-abing Systems or Ora Linux Premier Support), then for the peirlod of time foir ich you airetwere a subscrillbertoth alipplilcable Oracle technilcal suppoirt seirvices,(I)the chrase"Maten "iandeirtftissection sill Include e olperating system and the integirated software and (iii the p1hrase ' ogiraim(s)"In this section is ir laced by the phrase "progiraim(s) or the operating sWeni or i d sicitware (as a1pplilicab[ ' (i.e.,Oracle will snot incleminify you for your use of the operating system ai Aor!!integrated sciftwa whein you aireWere not a subscriber to the applicable Oracle technicall SUPP services). i Mandling the foregoing,with respect solllely to the 0 ra c1le Lin ux operating syste m,Or le will not Inde nify you foir Materials, that are not. part of the Oracle Linux covered fifes., as fined at i -prw"www.oracle.coiniliLisIsuplpirjrUlilibraryleiiterpn�ue-Vilinux-iinclE-minificatix3m-069347.1pdf Aracle Hoirdarqre US,Cammumidl Supt;ilemeand Terms mad Condil vi F. SERIAL 180233-RFP EIHIIEI"T'E its section provicies, your a dll Oracle's exclusive: i for any iirufringernient claiii d, ;ages. HI.. IfIlE4T R PARTY SHALL BE. LIABLE FOR AIAY INDIRECT, INCIDENTAL, SPECIAL, P t IIVE, OR C dSEQUENTIAL DAMAGES, OR AIAY LOSS OF PROFITS, REVENUE, DATA, 0 DATA USE. C JITRACT31RIS MAXIMUM LIABILITY FOR AIAY DAMAGES ARISIIl OU OF OR RELATED 0 A14 ORDER IISSUED PURSUANT TO THESE HARDWARE STBS,, Wm+ ETHER IN CONTRAC R TORT, OR OTHERWISE, SHALL BE LIMITED TO,THE AMOUNT THIS FETES YOU PAID B ATRACT' R UNDER THE RELEVANT ORDER, AND IF SUCH DAM ES RESULT FROM YOUR SE OF PROGRAMS, HARDWARE, OPERATING SYSTE „ IINTEGRATEI3 SOFTWARE OR Eli, SUCH LIABILITY SHALL BE TEE LIMITED TO THI EES YOU PAID CONTRACTOR R THE DEFICIENT PROGRAM, HIARDWrd'ARE, OP ATING .SYSTEM, IIIATEGR.ATEI3 SOF ARE OR SERVICES t,ll'VINlG (RISE TO THIS ILIABIILIIT II. Other 1. You may not,assmgm or s or gilve or transfer the programs, the cl rating asystemm,the integrated software anchor any seirvi s or an iinterest in them to another im viii or entity. If you grant a security interest in time pirrrg ms,the oIperatmng system,the uunte I tecl software aimalyoir any services clelmveralmles„tlme secuurecl pai has no nglht to use or transfer e programs„time oIperatung systemm,„ the mrmtegratecl softwmrare andtd33 any services clelliveralmles anet if lyour mllecicle tun fiinance youuir acquisition of hardware, i aindlor any services ,y r will follow Oracllle s policies iregardiing, financliing which are at.Ihttp:11oracle. oinVeontracts. The f egcing slh`uallll not be construed to limit time rogl^ats'YOU imay otherwise have with sect to the Line,operating system, thilrcl party technology or separate works Illicense ei sumurrce or stun a;r Illic.eimrse ternms.. 2. In entering into ain order under the cointira t„ you, gree and acknowledge that yo,ui have not irelied umn hire furtuuire avauilabilllity umf aimly(hardware, p gir im or updates. Howveveur, (a) if iyouu oirde,r technmcaI suupport,the preceding sentence does not hell ve Oiracle ref its oliciiugatmorn to pirravial<e such teclhmicalll suulp rt under the irelllevaint order, if and w+ h amlalmle in accordance with Oracllle s then c.uurremt teclhni?calll siugp;poirt pollli?cies, and(bm the pr edlin entemce does not c�tmainge the irights granted to you for ainy program licensed under the rder, per a terms,of these Hardware STCs,. 3. Acce.ss,ibiViidy The extent to which airy Oracle I m�duuct is, ,prior to y cuustoinrizations, cal of providing coinipairaltle access to iiinduiwiiiduual with disalmmliiities consis int with time alplpimcamlmle Iparovillsioins all the Arclhitec.tw.nraVl and Transpoirtatio Barnieirs t ornpllliance 183oar standards set out in3S CFR Part 1194 (know as°,Section 508')effe ive as of June, 20,011 or the vised version sun Aplpendmx A(,Iltnowarn as "'Revised 'Section 505, effective as of January, 2018, a ;d the Web Content Accessilicility uildellliines +e'NvAG� versm 2..0level AA,respectivellly,is indicate laytimedependeimrcmes,co mrrmeimrts and e'xcelptioms(sonme o icln rrmamyr lime significaint„if awry)inolecl oiin ne appliiicalmle�Voluuntary IProduuct Accessillmmlmky Te mplllal (VPAT� avail!lalmle at wvwa .oiracle.commdlursle poratea'ac.cessillrilllity for each i when they re used!!!in accordance with Oracle's associated ocumnmemts and other written mnifomratmon„ and p viiided that any a;ssistive teclhnolog,ioes ai any othn products,used with the propeirly iinterorp ate wvmtln therm IIn the event that no 'VPAT is availllallm for a Isart cuulllar Oracle produuct,pleas contact the Oracle Accessm bill lmty Program Office at accessila wvwwr ,'roiracle.comm. In seance cases the outcome may be that a product is stmllll being evalllulated fo mccessilimmlmty, may be scheduled meet accessibliliiit,y stanclards mn a future release, or may not cli edullled taa meet accessilm y standards at all. Grade cuustomers imrr,aiy c.allll Oracle Support a 1.800.2'23.1711. Hea n impaired cuuslorners in the U.S. who wish to speak to airy Oramcllle Siuri representative may e a teleconmimnnuunmcations rellla,y seirvice (Ti Information about the TFV':'S availalmle at htt Saracc.go,,ilcglaicornsuuunrerfac.tSaYrs.lhtnil, and a ililst of telephone nurmmllsers is availalmle at h s,::11www.f cc.govIgene ra Itte lecoini,mu nicatioiis-relay-s,ervilices-clilI rectory. Inteirnatirn; Imearing- paired cuusloimreirs slhouuild use time TR'.S at +1.E0.5.224.1837. An Oracle ,Suugplport en "'veer Mill respond to teclhnicalll!!issues according to the stanclard seirvice request process.Oiracllle cairn t nmaliu:e any commitments, about future product directions, mrmclUding plans to address accessilmiiiliiity r the mole&HovirdIGa are US.Cammummwm die>�nopplemeund.Ter m;r canal CoDdidDDS V0411818: li SERIAL 180233-RFP EXIHIB[T E vailability,of Vi Pirocluct direction ireimiamns,at the vale discretion of Oraclie. No other term c ditions,statements or any other SU c1h representations,regal or ire lated to accessibilifty sl 1111 a p -Ito the 0 ra clie pirod ucts provided under these IHardwaire STC:s,. 4. Ill Protocol versi 6(IlPv6) Phoir to ny custoini,izations,the Oracle producti(s) and sseirvice(s)to, be delivered i nt to the contract capablie of accoinimodal Internet IProl verslion 6 1 solelly t the extent defined an , noted in the relevant product1s,ervice documentation available at oracl oini. Please imote that suc calpablillities are suliaject to the dependencies, comiri and excel ions,(some of whrich may lde 'gnificant, if anyp noted in SlUch dociumentation, and require that raclie product(s) and seirvice(s) a used in accordance with Oraclie's, associated, documentrr and other written infornration and at any other products, property interol warmth th i. If no rellevant productilsoervice du c ientation is found addiressing IPv6, then Oracle inial s no representations as to the calpabillities the produci in qUestjoin to accoininiodate 11111111 6. Oracle cannot m ak e any coininilitments, abo future product directions, InClUding plans, t address 11i Product direction remains, at th sole discretion of Oracle. i other ter s,, conditions, statements, requirements or any other such representations regarding or rel d to IFIY,6 s1haill appllly to the Oracle products and servilice, to be delivered pursuant to these H ware STCs. 5. 1Export laws and regUlatioins o Ihe United States aii any o ieir relevant Illocal export laws and regulations apply to,the program, nd hal(including y integrated software and olperating system(s)). You agree that such e: oirt Ilawvs,govern Your e of the progiranis,(including teci clata), Ihardvwraie (incliudling any irate ated sofftwaire an operal sysi and any services clelliverables, provicled under your ord and you agir, to comply with aill such export laws and regulations (lincluding "deemed export' id "cleeme re-export" regulations). You agiree that no clata,information, program,Ihal (Inc ding aim integrated software and olperal system(s)) andhar iniateirials resUffing from servilices ( dire product theireof) will The exported, directly or indirectly, in viollation of these laws, or willll � used for any ,purpose prohibited by these Illaws includiiag,without limitation, mldlealr,cheirlicall r biol wealpons,prollifeiration,or development of mlissile teclinnology. YOU shall)incliude the llllo ing,notice oin packing Illisi cominierclial invoices, shippling documents and other docuiniei I involl' d !!in the transfer, export or re-export of the programs and hardware Ill nclud ing an integratec software and operating systel "These coinimodities, technology, software,or ardware((Incli tmg any integirated software and operating systems)) were exported in acca lance with Ul.S. Export Adminlistration IReg,ulllatmons and appIlicablie export laws.IDgiversioi c trary to all IIII ca ble ex ort laws,is proll 6. Oracle, as,the owner of the int ect�utal property of the progiir i I icenses,and the technica I support seirvices, is, a third party bei ficiary of the contract and the rdeirs, for Oraclie products issued pursuant to the contract, i does not assume any of the Oirac: authol reseller's,obIligations thereunder. 7. The Uniform Coinii infori Transactions Act does not a1pply these IHardwaire STCs inor any order placed Ipui,Uant to them.. 8. Y ou uncle irstand at the Contractor a nd Oracle's business partners, Ind u g a ny th urd party firms retained by o to provilde computer consulting servilices,are independent f Oracle aid are mot Oiracle's,age s,. Oracle is incA bound by any acts of any such entity,unless t e entity!is providing seirvicep,a n Oracle S1UbC0lltFaCt01r under aim engagenient ordered directly wat Oracle. 9. You m order trial pirograms, or Oracle may incliude addlitionall programs with uir order wlth Contir ctor which you may use for trial) imam-(production purposes orilly. You may n use the trial i ,arms to provide or attend third party trarning on the content and'Voir functjoi nluiky of the p grams. YOU have 3D clays from the delivery clate to evalluate these progiranis,. If pa decide to ,,e arry of these programs afteir the 301-day tnialll pehocl,you must obtain a Illiceinse for such ogirainis from Oradleoiraim authoirlized distributor. If you decide nottoobtain a license for anyprogir i after the 30 day trial period, you willi cease using and delete any such progiranis,from youir coin uter Aracle Hardavare US- Cammu midie s Suppi Terms and C ondiii s v 041818 1\ SERIAL 180233-RFP EXHIBIT E s lems. Pirogirainis,licensed for trialll purposes are provided "as, is," and Grade cloes,inot i to nicalll support or offer any warranties,for these programs. 10. Oiracl may in c1luide addlitionall I s,on the ihalydwswdare(e.g., Exaclata Storage Se rveir so areal. Youar, of authorized ta use those pirograms uinless,you have a ficense specil grai ng you the right do so; however, you may use prograinis,for trial,noon-production puirposes f tip to 30 clays from 7e date of delivery provided that such Use is sull to the terms for trial granms iiin the contract, 'ICIlUding these Hairdware STCs. 11. Unless,ot1l agireed in an order, ul days,written notice and In more th i oince annually, Oracle may alddit ouir use of the pirogiiranis,. You agree to cooperate with Oiir e's audit, I reasono-al ass,istai eand acicess,to infomi,ation. Any such audit shad not Lij eassonahly interfere with your normal Itku 'ness operations. Oracle s1halli comply with ireasoina e secuirity and safety rulles, pollicies, and I edures ("security rules") while performing any c:h audit, provided that such security rules acre I to the performance of the audit; yo make such security rules avail,able to O,raclle Ipnor 1, the commencement of the audit:, and Stich eciLjirqy ruiles do not modify orairriend the terms,and co itions of the contract or the applicable o er. You shall beresi for I any underpaild fe relliated to use of the programs. C tractor may assigin its right to .9 uldlit your use of the I s, Ora cile. If the Contractor asrsi� , s its,right to audityouir use of the programs to Oracle, then Orac:l shaill mot be irespcnsihllle for my costs Incurred by either you or Contractor in coo pe rating with I e iLiclit. 12. Upon term ination of a iprra,girain7 Illicein , you are ireq uiiire a dill s,coin tin ue use and destroy oir return to the Contractor all coples of the I urainis, and I urain7 dociamentadon associated with the termlinated Ilicense. 13. Source code may be delliveired as part of th s,tai ard delivery for particular programs, olperating system or integrated software; all such sou code is subject to the terms, of these Hardware STCs, illdlUdiing the Oracle License Defilinill nno I the appIlical order, the contract and the applilicable I clocurneintatio 14. Oiracle's, Applications I ce ns,,,ing Talmle effect a of the effective date of your order and is incorporated herein as,Exhiltkit I You i ay access the uirrent version of the AppIlications Liceinsling Table at lhftp::11u3ragcllle.comlcu3ntracts. 15. Oiracle's,License IDefinitmains and ulles,acre incorporated h irn and attached hereto as Exhibit A. Oiracle's, integrated Software tenons I Defil ules and i are incorporated herein as,Exhibit C. Temis f Oracile Solaris are incorporate heirelin as Exhiblit D. 16. If any provision heirelin or c:u�nientiluiicorpoiratedl)yrefe.renceinto .;Ls,;LHardwqreSTCs,incllludiiiiig the I Definitions and I and ternis incIlluided andlor iir ferenced therein, contalins, a provisiloin (a( allowin or the autoiniatic termination of youir techn al suppoirt services, oir (b) .9 Howl ing,for the auto attic urelnewalll of services,andlor fees,their, such irms sill inot apply. 17. Products and Se ice Offerings,delliverablies,are not designed for or slpecuu ally intended for use in nuclear facilitie or other hazairdous,appIlications. You agree that It!is Yodir i spoinslibility bD�ensure safe use of p ClU CtS a nd Servilice Off eiri ings,delliveralbles in such applications. 18. For so re (I) that is part of progirainis, operating systems, integrated va re or integrated softw,ar olptions, (or allll fair) and (iij I You receive from Oracle in Ipainary fom and (iii� that is Illiceins cl under ain ope n souirc e Illiceinse that gives You the right to receive the sourc code for that tkin ,Y oti may obtalin a copy of the appl icab le SOIJ rce code froini hftil loss.orac le. nVsourcesf If the source code for such vDftwa was not 3vilded ta'You wath the tkinary,You may also receive a copy of the souirce cradle on physi III inieclia by SUbmilitting a written request piarsuaint to the instructions In the Written Offeir for Sourc Code" section of the latter wel, Aracle Hard-urarf US�Cammumities Sujpqi1emeund Terans mad Conditions Y041818 Page,IN SERIAL 180233-RFP EXHIBIT E ORACLE HARDWARE US COMM UNITIES SUPPLEMwIIENTAL TERIPAS Af D CONDITIONSvO32819 THESE ORACLE HARDWARE, PROGRAMS AND SERVICES US COMMUNITIES (11UiSC") SUPPLEMENTAL TERMS AND CONDITIONS V HARJL-mwW,6ARE STCs") SHALL. APPLY TO THE ORACLE HARDWARE,PROGRAMS Af DI OR SERVICES THAT YOU ORDER,FROM THE CONTRACT' HOLDER (THE "'CONTRACTOR"). THIE.SE HARDWARE STCSSHA.LL TAKE PRECEDENCE OVER. Afll'Y CCMMFLICTIIM+IIG,TERMS IN AHY NONII-ORACLE ORDER OR ORRERITAGii DOCUMwIIEMITI04.THESE HARDWARE STCS ARE CONSIDERED PART OF TIHIIE SCIHIIEDULE, OF SUPPLIIESfSERMIICIES IN YOUR ORDER TO THE CONTRACTOR. A..,Defimbonrs, "You"and"Your"refers to the orde ing actrvity that has ordered Iprograinms,hardware and1cr servilces from an authorized distributor t"Crantractor")under time Contract.. The term"ancillary Iprograinm.,"refers to third Iparty rmatenialls specified in the Iprogiramn documentation which may only be used for the (purposes of unstallimg or operating the programs with awhilch the ancillllary Iprogramms are delivered.. The term"cointract"refers to the C',omitractor"s,US C:ormnnunifies contract. The term'integrated software"Is,defined as software embedded in the hardware whililch us,essential to hardware Ifurnctiomamliliity(e g firnmwware� The teirrm"inteagrarted saf-wareolptioims"irefeirs,Ma software or pragrarmmroalNate code embedded imm imstallliled on or activated can the hardware that requiures one or more unit licenses that You must separately order_ Such separate order Mill set fo"rttth the fees for the integrated softwaire,options You are ordering.Not all hardware contains integrated software olptioins;(please prefer to the Oracle Integrated Software SSoftware Opt'ionis License Definitions, Rules and Motletricm accessildle at httrx/fora6e comndcomtracts, (the °"Illintegraited Software Options ILicense Rules")for the specific integrated software options that may apply to specific hardware.Clraclle reserves the aright to de.,agnate new software(features as integiratetd,software options, in subsequent releases and that desig[natmom will be specified in the applicable docuuinneintation and in the Integrated Software Opbons,License Rules. The ternm "operating system" refers to the software that manages hardware for programs and other software. The terror"products"refer~to Iprraq;ranns,hardware,integrated software and olpeiratiimg system. The term °Ip"rograimr clocurmentation" refers to the program user miairualY and progirairn uInst'allllation nmaimuallrs. The term"prograrms°"refers to the software products,owned cr diikstrilEuuited Il�ny Oracle„which yo ui have ordered, iincllludincy program documentation and any program updates acquired ttihroluiyh technical s ulplpoirt.. The terms"services'refer.,to technical-.,urpport services which you have ordered. The term°"hairdwwrarea irefers to the haurdlnw+are equipment,iincluuidunrm,g components,options and spare parts. The term '°Ihard"mware documiemtatmoin" refeirs, to the hardware specifiiicattoms, user miairuralls, and installation manuals.Hardware docurrnemtation!is,delivered with the hardware amdlor pirovilided online. OraclelHnradmr-mare CS Communities mumiunities SupplementmM Tevamm and Condi"tian,032819' Page I SERIAL 180233-RFP EXHIBIT E Ha Hardware ConniposiJitioni Youir Ihairdwaire order consists, of the following items: operatmg system (as defined, uin yauir configuration(, integrated software and alll Ihair'dwraire equipment (including coirnponents, options and s1paire pairts)specliffed on the applicabll,e order.The hardware equipment or parts Of it may be new or 11*e in ew. C� i Granted Upon Contractor's acceptance of your order,yau have the non-e.KCILsive,nOin-assiginialble,royalty free, peirlpetual(unless otherwise specified liin YOUr order wMi C:oii linilited right to use the progranis and receive any services you Ordered solely fix your internal ordering activity operaboins and subject to the terms Of these Hardware STCs, iinducling,the Oiracllle License Definitions and IRullles, the order, the contract aii the icrogirairn documentation. You may allow your agents and contractors iiincludiiag, without limitation, outsourcers)to use the programs for this,purpose and you are responsilWe for their cornplilaince with these Hardwaire STICs. including the Oracle License Definitions and Rules,the Order, the contract and the program documentation in such use. IFocr pircgrainns that acre specifically desligined to allow youir customers ai suppliers,to Interact with you iin the furtherance of your internall business operations,SILICh Use is allowed YOU have the right to use the Operating systeirn delivered with the Ihardwrare subject to, the terms of the license agreement(s) delivered with the hairdwaire. Ciurreint versions of the liceirse agreement(s) are located at You acre licensed to, use the operating system and army oi system updates acquired through tee hni calll SIL11pport only as into irpoirated in,and as,part ofthe hardware You have the 1Viirnitecl, ri,oin-excllusive, royalty free, non-trairisferable, in,oiri-assliginalblle irlight to ruse integrated software ci that"Vou separately arder SILIII to the terms Of these Hardware STCs, the alpp1licabIle documentation and the III Software Optyons License RUI the Integrated Software 0i License i are 1111 OFID0 Fated in and made a part Of these Hardware STCs. You are licensed to use those integrated software oi and any integrated software Gi updates acquired through technical sulipport only as invarpoirated in, and as, part Of, the ihairdwaire. To fully understaind Your license right to any integrated software Options that You separately order, You need to review the Integrated S,oftwaire Optmons License Rules. In the event of any conflict between the Hairdwaire STCs and the Integrated Software Di License I the Illntegirated SOftwaire Options License Rules,shall talke precedence. You have the limited, noin-eXCIUSIve, royalty free, noin-apsignable right to use III software delivered with the hamiware subject to the terms oft�hese Hardware STCs,Including the Oracle License Definitions and Rules,the order,the contract and the progirairn documentation You are licensed to use such integrated software and any integrated software updates acquired t1i technical SUPPOrt 01I as,i n corpoirated iiin,a n d as part Of the h airdwa re. The operating systeirn airi integrated v3ftware imay include separate works, identified In a ireadirne file, notice file, or the a1pplicabIle doClUmentatio,ni, which are licensed Under opein source or sinlilair Ilicense terms, youir rights to use the operating systeirn and integrated software undeir such terms are not restricted in any way by these Hardware STC:s. The appropriate terms associated with such separate works, can be found in the readme files, notice files, or in the documentation accompanying the operating syste Fin and Integrated software., For Gi LGIPLv2.1, Gi aind I liceinsed code received by you as binaries On Iphysuical riedia, if you would like to receive a copy Of the source code I's3urce code') on media via postal service,sulbmit your written request at ,.,Iiftp:lfoc,,s.or,,icle.conitsyslpniS-OlDeiieourc,ecode�.Alternativellly, you cain mail your written irequest to Gracile Corporation, Attn: VP of Legalll, Devele,prinent and Eingineening, 5100 Oracle Parkway, MS-50IP110, Redwood Shares, CA 94065. Your request should indlude the i and version inumlicer of the product, your nairne,-YOLjr company nanie (if appIlicalble), your return rnisiIiing address, and youir email address. Certain souirce distriltkutbons require a fee for i media.Shouild this be the case,you willl be sent details on the cost and payment procedure via email Youir request ri be sent withiin three(3)years Of the date of 0iradle's Illast de livery of the Dracle Mird-wire US C;ommuaide-,Suppleme[Liial Term,and C a ndifiou-,V03:819 Rage 2 SERIAL 180233-RFP EXHIBIT E applicalolle prodUct. This o,ffeir only applies if you received your ojperabyng srsteini ainclJoir !!integrated software an physical media. The (hardware shalll The installed uim the country that you specify as the delliveiry location on your purchasing document or whein your purchasing document does not indicate a ship to addiress, tire location specified in the oirder. D.Ownership ai Restirictioflis Oraclie or its licensors retain all ownership and intellectual property frights to the programs,the operating system, and, integrated softwaire. Oracle or its licensors retain aIll intelffectuall property iriglhts to the hardware.Oracle retains all owneirship and intellectual property frights to anything developed by Oracle and delivered under youir order resulting from services Unless otherwise stated in youir order with Contractor, title to hardware, excliuding the operating system, integrated software and any other programs,and risk of loss or damages to the hardware will i from Oracle u1poni delllivery in accordance with the relevant lincoterniz 2010 Title to and ownership of the Ipmagramis, the operating system and integrated software shalll not i to you or to a third paity;title to,and ownership of the programs, the operafing system and integ irated software shalll remain With Gra cle.You may m alke a sufficie nt nium beir of copies of ea ch program for your licensed use and one copy of ea c1h Ipr ograrn nned ia. Third party technollogy that may be alspropriate or necessary for use with sorne O,racle programs is specified in the program documentation or readme files or notice files.The pairties acknowledge that the tennis of the contract or these HardWaire STCs,do not apply to such third party tecli The hardware is, ii specifically designed,manufactured,or intended for use as parts, components, or assennlWies,for the Iplanining, construction, maintenance, or operaficin of a nuclear facility Use of the hardware for these purposes is prohibited. 'You acknowledge that to operate certain hardware your facrity must meet a mininium set of reClUireiments as described!!in the hardware cloClUnientation.Such requin,-nients may change fli tinle to tine,as,communicated by Oracle to YOU in the applicable hardware documentation. 'You may not: • use the pro,granis in a reintal,tiniesharing,subscniptioni service,hosting or outsourcilng,Capacity; • reirrove oir modify any program or hardware mani oir any notice of Oracle's or pits I i0eii PIMIPTletary rights, • reirrove any copyright notices or labels on the operating system or integrated software, • make the progrannf, operaUng system, integrated software or imateriallls, resulting fircim the .services available iin any manner to any third party for arse in the third party's business operations �uiriless suclin access, !is expressly permitted for the specific pirograim license, operating system,integrated software mar materials froni the services you have acquljreclp; • cause oir permit reverse engineeiring(unless irequliired by flaw for inteiropeirabillity),disassembly or decoinipilation of the operating system iintegrated, software, or programs (the foregoing prohibition includes but is inot Illinmliited to irevliiew of data structures oir sinililar materials produced by pro giraini 9�,operating system or integrated software; • make colples of the operating system or integrated software exceli for aTchivall purposes, to relplafe a defective colpy,or for program verification,or • discIllose efl.11i of any program andlor hardware beinchnnark tests,. E.'Warranties,DiscIlainiers,ar,cl Exchisive Reniedies For the salke of clarity,t1i iis the Oracle manufacturer's warranty;nevertheless,iiit shaIll be accessed i you through the Contractor. Oracle wairrainits that a pirogrann 111censed to pDu will operate in aIll material respects as des,ciribed in the applicalolle pirogrann documentation foir one year from delivery(!!i.e.Via i shipment or electronic Grqde HArrdware US Communide-,Suppleaneatil Terun,and Caudidous VQN19 Fage 3 SERIAL 180233-RFP EXHIBIT E PRODUCTS,OPERATING SYSTEM AND INTEGRATED SOFTWARE,ANID PROGRAM ERRORS. Oracle pirovides,a limited warranty i Hardware Wari for(i)the hardware,(ii)the operating systems and the integrated software and the integrated software options, and i the operating system media, the integrated software irredia and the!integrated softwaire ol media i"rinedia",and (11), (ii) and(iilp collectively, "Hardware Items").Oracle warrants that the Ihardwa,re willl be free froirn, and using the operating systeni and integrated software and integrated software ophons will mot cause in the hardware, materiall defects in materialls and workmanship for one year frorn the date the hardware is delivered to You. Oiraclie warrants that the i mill lime 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 detailled description of the Oracle Hardware Narrainty at i"Warranty Web Page'). Any changes to the Oracle Hardware Wairrainty specified on the Warranty Web Page vnll not apply to hardware or mediia ordered pirior to 31,16h chiaii The Oracle Hardware Warranty all only to hardware and media that have been (1) manufactured by or for 0iradle, and (2) sold limy 0iradle (euither directly or i an Oracle authorizeddistrilbutor).The hardware may Ibe new or Illilke new.The OiracIlle Hardware Warranty applies to hardware that is new and(hardware that lis llike-new which has been remanufactuired and certified for wairrainty by Oracle. OraclliL hardware products may lr"e inew or lilke new.The Oracle Hardware Warranty apIl to Ihardwware products that are new and hardware products,thiat are like-new which have l reiniainufactured and ceriffied for warranty by Oracle Youi may access, a moire cletailled description of the 111i hardware warranty at harp ffwww.orac le.C0111)L)1sdsuc,port1po Ili ciesJindex.h tm I 'the warranty web page") Any cli to the hardware warranty details specified on the wairrainty web l wnlll not appIlly to Ihardware ordered phoir to suclin change. Pal or varnlicione nits,which are repIllaced under the applllicaldle warFanty may inot Abe new. Tili nI all defective parts which are irerrmoved from the hardware undeir applicable warranty shall transfer back to Oracle. No warranty will apply to the hardware pinDducts, olperatmg sWern, integrated software or medin Whicin(has been: L irroclihed,altered rein adallated without Oiraclle:'s written consent(incIlluding modh5cation or removal of the Oracle6un seriall number tag on the hairdwiare)„ ii. maltreated or used in a inianneir other than in accordance with the relevant docuinienitatyon; iii. relpaired by any third iparty in a manner which faills to meet Oracle's quality standards; iv inniproperty installiled by any party other than Oracle or ain authorized Oracle certified installatmon pairtner, v. i with equilpirneirit CFSOftWare not covered Iby the warranty,to the-extent that the piroblems are aftrilbutalble to SILICh use, vil. irelllocated,to the extent that problems are attrilicutable to such relliocation; vii. used diirectiy or indirectly in suppoirung activities prolhilbited by U.S. or other nationall export regullatioins; viiiiiii. used,by parties appearing on the Most current U.S expoint excliusion list,; ix. irelllecated to countries sublect to Ul.S.trade eirnbargo or restric:tions� x. used remotely to facilitate any activilities in the countries referenced iin(viiii and iIlx)above or xiii. purchased from any eii otheir thane Oracle or an Oradle authorized reseller. Orqelle Hinrrdwrtre US Communide-,Supplemental Term-,and Conditions 032319 Rage 4 SERIAL 180233-RFP EXHIBIT E This Oracle Hardware Warranty does, not apply to norrinal wear of the hardware Ipr>oducfs or medlia. The Oracle Hardware Wairrainty is, extended only to the original Ipurchaseir or original lessee of the hardware product and immay I vold sun the event,that title to the hardware product i transferred. Oracle also warrants that services, wiIIIII be provilded in a professional mainneir consistent with industry standards You must notify Oracle of any services warranty deficileiriciles within 9,11 clays fn3m performance of the cleficlient services To,the extent not addres,sedl in your order for the Hardware Products and niedia to which this Oracle Hardware Warranty appillies,thie following Limitations apply:: NEITHER ORACLE I YOU WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE ARISING OUT OF OR RELATED TO THIS WARRANTY HOWEVER THEY ARISE, WHETHER IINI CONTRACT OR TORT,OR:OTHERWISE. YOUR EXCLUSIVE REMEDY AN ID ORACLE'S ENTIRE LIABILITY FOR BREACH OF WARRANTY SHALL BE: (A) THE REPAIR OR, AT ORACLE'S OPTION AND EXPEMSE, REPLACEMENT OF THE DEFECTIVE PRODUCT, OR IF SUCH REPAIR OR REPLACEMENT I NOT REASONABLY ACHIIIEVABLE, THE REFUND OF THE FEES PAID TO ORACLE FOR THE DEFFECTIVE PRODUCT; OR (B) THE REPERFORMANCE OF THE DEFICIENT HARDWAIRE-RELATED SERVICE OFFERINGS; OR, �C) IIF ORACLE CAN INOT SUBSTANTIALLY CORRECT THE DEFICIENCY 1111 A COMMERCIALLY REASONABLE MANINER, YOU MAY END THE DEIFIICIEHT HARDWARE-REILATED SERVICE OFFERINGS AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT HARDWARE-RIELATED SERVICE OFFERINGS.TO,THE EXTEHT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE I OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY WARRANTIES OR CONDITIONS OF MIER C HANTAB IIILIITY AND FITNESS FOR A PARTICULAR PURPOSE, F.Technical Support Techirricall sulippoirt consists of annual technical support services you may have ordered or will order for the programs andloir hardware, including support renewallb. Support must Ikbe ordered pursuant to a valid End User License Agreement such as these Hardware STCs.Iffith respect to technicall support for software i bug fixes,security Imes and any updates received s1haIll be provided under the teirinis of time ilicense agreement that"you accepted upon ordering the programs. If ordered, annual technical support (includiiing first year and alit subseqUent years) for programs irks provided undeir Oracle"s technical support po,llicies in effect at the tirne the services are provided The technical support:policies, incorporated Il are subject to, change at Grade's discretion; however, Cradle policy changes willl not result In a rnateirial ireduiction in the level of services provided for supported prograirns duning the period for which technical support has beein ordered.You should review the policies prior to entering into an order for the alapticable seirvIces. You may access the current vemion of the technical suppoirt I at Iv oraele.coniiiistsupporUpo iciesttiidex II The technicall SUppor-t polliicies state that, 'globall custoirner support seirvices and systems acre not designed to acconinnodate s1peciall security controls that may be required to store or I certain types of senstwe data."" Accordingly, as stated in the technical support I YOU agree inert to submil any health, payment card, or other controlliled or seflsitive data that require Iproteciions gireater thain those specified in the Cradle Global Customer Support Security PITaCtiCeS&D Oracle as part of any service request. Software Update ILicTense& Support(;err any successor tecihnicali suippol-t offering to Software Update License& Support,"SUILa')acquired wroth your order may I renewed annually through a reseller that is expressly authorized to dlistriltmte Support ireinewallPs.The order with Contractor will specify your SUILS fee for the first renewal year should YOU renew 131JILS for the same number of licenses for the same prograirns as contaiiined in the origiiinall order;the fee for SJULS for the second ireinewall year wilIll not iiincrease iby more than 4% over the prioir year's fees IlIf you elect not to purchase techinicaill support at the time that the prograirn is ordered, theirs you may be, required to, pay relinstatement fees in accordance with Oracle:'s technical support policies in effect at the hi-ne of reinstatement if you Grqde Hinrrdw.,tre US Communide-,Supplemental Term-,annul Conditions 032319 Rage 5 SERIAL 180233-RFP EXHIBIT E decide to purchase leci SUIppoirt at a later date. Teci support for progirainis!is effectrVe UIP0,ri shli of tainglole irredia or Uplon the effective date of the order if shipment of tarigiliple media.!is not required. if ordered, raiblle IHarcduwaie arid Systems Support (IncliAlling first -year and allll sUbsequert years) !is provided under Oracles Hardware and Systems:Subi loolicies in effect at the tirne the services are provided r YOU igree to Cooperate,With 0,racle and i the access, resoturces irraterials,personnel, Informaton,arrid consents that(D,racle irmnay require hiri order to i the services The l0racke Hlardwam arid Systems Suoport IPolluriies, incorporated herelin.,, are subject to change at Oirace's dl-sDredon; however, Oiraeler WilIll not rnaterally reduce the levell of ser0oes Vprovided dUning the i for which Oracle Hardware and Systenins Support has been ordeired. YOU should review the i pnor to entering into an order You i access the current version of the Oracle IHandwware and Systems Slipport Pallicies at rimp:14rmw The teclhnlca1 sUldcOft poli stale thial, "gllobal CUStorner support services and systems are ron designed to acoomirinodite speciall security controls llinal may i required to store or process certain types of seirisitive data,"Accordingly,as stated !in the 1;-ohinloall support policies,You agree not to siLli airy i payment caird,or otheir controlled or sens.leve data, that require pronectibris greater than those sor-offied in the Oracle Global Customer Suolpoirt Security Frardoes to Ora--Ve as part of any service request 0 ra)i--le Hardware and Systems Support ardUllred With Your order may The renewed aninuall,"ly through a, reselIller that us Pxlprr-sslly authiarl[zed to distrilbule. SUi renewals. T r he oirder with Contractor wlilll S i your Oracle Hardware and System s Sup port fee for the first renewall year should-you renew 0 ra)--le Hardware and Systems Support for the same systems and Same 0101i'lifiglilraliOnS as contained !in the oinglinall Order,your'Dracle IHardw are and"systems S Lli fee for the second renewal year willl not!Increase by more thian 4%e(vair the i year's fees if-pu e,Ocl 111W 10 pUrchia,se lech,rilloall S Uppart at the time thiat the hairdware !is ordered, then -you may be required to pay r-inistaterneint fees iin accordance with 0iracla"is technJoall Sup i i inn effect at the time Of n-illiStat-MeIrlit of YOU decide 10 pUrchasre teci sUlDi at a,Later date.Techrical suoloorl for hardware is effective upon dellivery of hardware or upon the effei date of the order if sh,li of hardware!is riot reqUire-d. Invoices for Mchn icall support ssrv'DeS Sh all be sUlom neol by Contracor or,a qUalterly i is (Unless otherwise si in thie order)after the completion of such i Nlowthistandiling anything uri Oracle's technical supoort i or Oracle"s Hardware. and Systeirils, Support IPollicies to the contrary, yow may disoortnue SUi at the end of any current support term and.,at any time thereati ireiirrstate support by eXIECLIdIng an Order fair such services,with C43intra.,otor if you decide to reinstate such support,'you must Ipa.y a reinstatement fee.71 miristate-inrei-A-fee shall The the amount that woull ha,'ve been paid by thler oirdering activity fair the past subliport period i such S Upport nob lai In addrion to the reinstatement fee descriloed iiin the pmceding sertence.,you must pay the support fee for the new suppart i quaTtedy!!in arrears iin accordance with the order This ter-firicall support fee for the new suoloort penod ibS Computed as follows: () if suolpart lapsed,,,then thie Support fee for a twelve monl1h suplibert penod shalll be the Mast ainnuall support fee youi paid for this rellevant pirogram ajndtor hardware systenin; (i) if YCKLI never acquired technical sUlpi for the ne-levaint 1program aii hardware systeni, then the annual suploort fee shall he the fee 11i'lial WOUlId have been charged if support had been ordered criginally far the rs-li progranin, andjor hardware system, per 0irace's Sulpi pricing policies in effect at the time of reinstateirient. Renewal adjustments may be applied to the arillllal support fee descirli-ed ilin(i q and(ill)above. G.Illintellectual Property Indenirnifficagion, if someone i a clainii against -you or Oracle ('IRec:lllpienf' which may reefer to ycu or Oracle depe-inding upoin which party recerved t1i'ler Material) that any infarmation., design., specificadon, instruction, softwaire, data, nafidWale or nin-nall ("Materla]"� furnished' by e-ither -you or Ciiraz-Ve ('Provider"which may irefer to you Or Ciracle depending on which party provided the i amid' used lby the Recipient iinfrriges its Inlellectuall prolaerty rights (Includling U.S. or foreign Ipatent, trademark and copyright), the Provider wilIll uiriderri the. Recii against the cliallirin to the extent permitted by Ilaw if 11he Rea ui does the follljowlnfg, Oraxille Hardware IUS Commumtks Supplemental Terms and Conditions%W2919 Page 6 SERIAL 180233-RFP EXHIBIT E 4, notifles the Frorvideir promptly in writing, not later 11main 30 days after the Recipient receives riolloe of the dairin; 4, Gives tha Providerci of the defense, w1hi irout from Recilpient,, and any settement riegotiatlons and 4, Gives the Pirc(Odair the Information, authoirTity, and ass-istance thie Prowider needs to defend agalknV,or settle the cleirn. If the IPToviier believes or ut!is determined that any of the k1a.tenal may ha,,ve wiallated soni else's inteNectuall pricoperty Frights, the IProvidier may choose to 41tNer micidify the Material to bi non-infringling (whNer substantially preservLng !its Litill1hy or fUlnictiOriallity)cr obtalin a Iflcense to allow for condinued use,or if these afteri are not cominneFoially reasonable, the Frovides ni ay end the license far,and n2qUilre reluirin of, the applicable Matenall r IF you are the lProwideir and such return materlaUy affects Contractor's ab lillity to meei its olioJi under 11ha re le-vaint order fe.g.,unnprairs Contractor's albillay to beirforim due to a work statement, scirl orocost ini then Contractor may.,at!its oliptori and upoin 3jD days phor written notice, irequest termination of the corder The Frovidef w1111 inict fundoeirnnify the IRecnlpient !If thine" Recipient alteirs the IRtl1iateriall Or Uses it outside the scope- of u-se dentfied in the Providers user documentation or if the Reidplient uses a version of the lklatenaI15 which has been superseded, if thine" Infringement claim oo,&d Ihave been avdided by USiMig an unaltered current version of the.IMatewiiall wh,,r-h was provided to the"Recipient, ,,of if the Rectcent continues to uis,e the applicable Material after this end of thhe Iluoeinse to Uses that Mat-nal. The Pircovider morl] not iiindemnify,the IRampoient to the extent that an Infringement cWnn !is Ibased Upon airy nfDrmataan, deragn, Y.,pecificallon, inistrucdon, software, data, or rinaterial not,furnished lby the Pirovider. OraoVe wlkfl not indefrIndy You 10 the extent that an Infringement clairn !is based upon the combination of any Mateinall with any products of servuDes not provided by Oriole. Grace w illy not Indeirinnify,-you ffar Infringement caused by yous actions agallinist any third party if the GraoVe progranv(s)as delivered to-you and used nn accordance with the terms of the order and these Hardware STCs WOUld not otherwise Infringe any thurd pairty iniellPCtUal jpropoeny rights. Oracle wiH111 not Indemnify you for any ninfringement claim that!Is based on: (1) a patent that youi weirs, made aware of brijor to the effective date of your order wth Contractor(pursuaint to a oc-4,nl deninard.,or notice); or(2) your actions pii to t1he effectve date of your corder wthi Ccilintir.3CIOT. Niotwuthstandng the pirovvsions of the paragraph above and with n=sjoeor-t to hardware conly, If Oracle believes or it is determined that the ihardware for portion thereof) nimay Ihawe vncolaled a 11hird party's kintellectuall property nglhts, 0,racle may clihoose to either replace or modify the hardware. far pairbon thereof)I to be noin-linfringiing fwhile substantially,preserving!its utility or fumirtionality)or Obtain a right to allow for condruied use, or of these alternatives acre not commeratally reasonacla, Oracle may reinnove the appilcalible hardware for(portion di ereof)and refund the net booh wai In the event that the IMaterral is Separately Licensed 7hJrd Parly Technology and tKe associated Separate Teri do irw allHow lemniinalljoin of the license, in lk,ueu of enduing 11he liceirise,for this Malenall, OiraclO imia,y eind the 111i foie" and require Irekusin of, the program associated with that Separately Licensed Third IPaartyM Technology and shall refund any program Iliioense fees 'You may have paid to Oira&e for the progirairn ForoolaJms reiated to hardware, if you are a current sulbscHoes to C,raocle technJoall support serwDes for the operating system(e.g-, OracVe Pireinnier Support for Systems.,Oracle Premier Support for Operating Systeiri oir Oraeler UnUX (Premier Support), then for the period of time for which YOU are-1were a. subsndber to the applicable Grade technical su p1poirt:services(i)the phirasre"Material"under 11l section sli Include the opeirating system and the integrated saftware and fii�the phirase"'programlIsr in this section Is replaced lby the i- 'progirani or tie operating system or integrated software (as apcfiCaNe��" (i.Er' Ciracla wi11 not indemnify youi for Your Use Of the Cope-FstIng Fw'em andjor integlated 50i'lWalre When YOU areWeire nit a, subscriber to the appUcalible Oracle techinicall support seinAces). Niotommilistanding the.forb-goirl w1h respect solely to the Grade UrTUX operatirl systenT, 0,racts,willl snot iridemnlify yawn for Mate-flials thial are not i of the Oracle i cowered files as defined at Ozark Hardware US Communklies Supplemental Terms and Conditions v0,32819 Page 7 SERIAL 180233-RFP EXHIBIT E This section provides your and OracIle's exclusive rennedy for any kilringement d1afinis or darnages. H.. NEITHER PARTY SIHALL BE LIABLE FOR ANY IIN1,11DIRIECT, INCIDENTAL, SPECIAL,, PUNITIVE, OR CONSEQUENTIAL DAMAGIES, OR ANY LOSS OF PROFFTS, REVEINUIE, DATA, OR DATA. USE. CONTRACTOR'S MAXIKUM LMB311IL1ITY FOR ANY DANIAGES ARII&ING OUT OF OR RELATED TO Ah ORDER IISSUIED PURSUANT TO THESE IHARIDWARIE "FTC's, WHET r 14ER 11N CONTRACT OR TORT,OR OTHERWISE,, SIHALL BE IL.IIMMRTED TO THE AMOUNT OF THE FEES YOU PAJIDCONTIRACTOR UINIDER THE RELEVANT ORDER,AND IF SUCH DAMAGES RESULT FROM YOUR USE OF P'ROGRAMS, HARDWARE,, OPERATING SYSTEM, IINTEGIRATIED SOFTWARE OR SIERVICES, SUCH LMBIL.fTY SHALL IBE LIMITED TO,THE FEES YOU PAID CONTRACTOR FOR THE DEFICIENT PROGRAM, HARDWARE,, OIPERATIING SYSTEM, INTEGRATED SOFTWARE OR SERVICES G]"VIING RISIE TO THE L1ABI1LrrY. 1. Other 1. You may not assign orders or give or transfer the Iprograirns., the operating syvem.,the integrated s,oftwars- andloir ary sairvrees or an interest din them to another ',,ndVidL1aI or entity. IIf you grant a, security inteirev, in the Iprogranins, 11he operating system, thie unlegprated software an&or any sairvices deliverables., the set.Ured party has ino aright to Lase or transfer the Iprogirarmns, the operaung Fyvern., the !integrated software an&bir any servoes delkweralbles, and if.yam,ll ecide to finance YoUr acqdstion of Ihaard^wwaaire., progirairns andjor any services .,, you will FbIllow Ciracde!s policies iregasdi ng finaniting which are at The foregoing shall snot be construed to hmut the inghts you may otherwise haveWthi respe�, to the Lnux operating systeirn, third pairty techrodogy or separate works licensed Under apen source or sinnilai license terms 2. lin entering unto an order Under the contrar.1,you aigree and ackrioWedge that YoU have not relied on the future availah�lllty of any hardware, pirog,ram or updates.However,(a)if yoll Order teChrilk-'all support, the preceding seme,nce does not relieve r C,racle of ils oh Jgatmiri to,piravide much techin4cal support Linder the ralevirt order, if and when available, ir,accordanos with C,ran-le"s them sLirralril ter-finical support policies, and(b)the preceding sentence does not charge the rights granted to -you ffDr airy progrann 1110eInSe'd Under the order, per the terms of these Hardware STCs 3. Access i1billity The extent to which an Oracle pirodu--t as.,, pricer to any customizathins, rapablie of providing oornparable access to iridVidUals myth disaLlIftlies consistpint with the appllcahele provis.kors of the Arzhritem-urall and Transportation Flamers CompkiirvDe Board sundards set out!in-Se CFR Part 1 t94 �known as'Serbon 508')effective as of June,2DO1.,,or the Rev 5ed vers.lon!in Appendix A(Known as 'Revised Section 50,T)effectwe as of January, 2018 and the Web Content Aoces4,',bility Gudelknes (WCAG) version 2.E, Ilewrel AA, respectively, !is undiicated h4 the dependencies, comments and excelptons fsorne of WKch may be sig6fioajn1,, of aryl rooted on the appficable Volluntary PirOdLiCt Arcessilbwllity Templates JVPA7) available at e�ssniculluirm for each prcK1LN:1, when they are used in aOOOrdalnCe vAM11 0rac4's assc,cL-kted documents and otherwrmteir, Inforniaboin, and provided that any assislive lechrnofages and any other products used with them properly unteroperatewrth them. IIn the everl that no VIPAT!is available for a.particular Gsacle Iprcuducl, please contact the Oracle Avces.,sibilily Program Office at arressible wvo%ora6e.oam in scree cases,the OLItOOMEM may The that a product is stlll being eValUaled for atoessibillity may�so'hedul4d to meet accessilallity standards iin a.future release, or irnay not be s4aheduled to meet accessibility standards an all. Crake.CLIStOnlers may call Oracle Support at 1.800.2 3.1T'11 r Hearing-irnpanred customers !in the U.S who Msh to speak to an Cradle 3LIFoCA representative may use a, teleconnmiunicwjons relay srewme ITRS). Irrformalon al]OLlt the TIRS is available at and a Ist of teiephone. numbers !is available at hti.pr,:�f�'www.fcc.,12cy,.e�g,en,er,iRlp-l�ianiii,r(uinillo,�tilliorir,-rell-,i,v-se�-illp,p.s-diiii,e.r,riory Inteniatonal hearing- !impaired customers should arose. the TRS at +fLM5.224A837. An Oiracle Slipport eirigiineer wA111 respond to teohncliaal!issues according to the staird&PI service rEo'LIE-51 P=L-515.4OFacle cannot nialke any conirnitments about ILiture product dui ectrcons unoludinug plans to address accessibility or the Oracle Hardwaxe U�S Commumities Supplemental Terms and Conditions,Y032819, Page 0 SERIAL 180233-RFP EXHIBIT E availability of VFATs. Product direction rernalins at the sola discredcon of Oradle. I othie�r teirms, coriditilons.,stateinTerts or any other SUoh irepiresantatiirans regarding or relaned to aocess.1b,111ily s1hiall apply to the C,racle prUdUCtS PFOV!Ided Under thiese IHairdwaire.STC s. 4. linternet Protocol veirsiani 9 d IlPvfl Piderr to alry CUSIGMIzation-s, the Oracle prodUCt(S)and seirvice(s)to Ve delli' fired pursiLlam to the oointract are calpabla of aroonTriniodading Internet Piromocoll versuan e NlioviO) soley to the extent defined and noted un the reli Iproductsertirnce dOCUrneirtallon availalb4e at oraolp.com Please note that such calpaokfities airs Subject to the dependleinoies, comments and exceptions{Some of wh4oh may I significant, if any)rioted iin Such dIOCUrnentadon,ard reqUire that Oracle produrn(s) aired servnce(s) arv-- used in accordance with Oracle's ass4arialed d0o Minients and other wiraten inform atrain and that any other proliucts Ipropeirly unterolperate with theirri. If no relewam pirodur-Vs,--rvN::e dOCUIrrematibin !IS fCrUnd addressing IP-v8.,then Oracle irrialikes no irs-presentatibris as to the capalbil',Jtles of the pirodur-,Useirv�Cer !in quastIion to acoornmiodate 11P05. 0,rade carinion make any cornmitinneirts abiaiut fuluie producm directions, 1110111iding pans to arldirress IIPvi5. Frod'LIO direction remains at the sole disciredon of O,raole. No o1her teirms, �mndfticms., slaleimienls, requirements or any other such rep resertaillo ris regarding or related to PvC shafll appy to the O,ra)be 1prod LICIS and services to be delliVelred P'Lil'Suant to these IHairdwware STCs. 5. Export Ilawrs and regdadOnS of the iUnked' States and any other relevant looall export laws and regulations apply to the Iprogramris and hardware (iinfdudirig any integrated Software and erpefating systerrifs)). You agree that sLN--h export laws govern your use of I programs (ncluding teolh,6cal dataj, hatr1waire (Including any kmegiraled soli and operating syslerri(s)) and any services deliveraF41es proWded Under your ordain, and you aiginee to omirniply with alll suoll export laws and regulations (Including 'deemed export" and 'deemed re-expon' re-glilatons). You agree thiat no dan, informidon., program.,,hardware �'TICIlUding airy integrated s�oftwarb-and operatling systeri arid,lor materials resUlting from servmoes fjoir direr.1 product thereof',) will] be exported, directly or Indiriernly, in vialladon of thesa laws, or w1111 The Used for AIMIY PUQPYOGP prohilbite'd I thiese laws including,without 111milabon, nlideal, chainnical, or hilological weapons prolfferartion,or develop,ni of i t&clhridogy. You shall Incluide thie folilawling notire on packing lists, cominneirciall iinvo,ces, shiploing documents and other documents involved !in the transfer, export or re-expon of the programs and hardware mina Mudding any iintegrated softwain2 and oloeirAing sysrern(s)'r These commodites.,technology, Software, or hardware(lincluding any integrated software and operating systeni were exported un accordarce with U 3. Export Adinninistfavoin RegUlatloris and alopticable ex port Ilawrs.I contrary to applicable export Ilavis I proh511 li G. 0,rabe,as the owner of the u.nmeilectuoal property of the Iprogramm Ikoerses aid the technical support Services., is a, tfilrd I beneficiary of the clointfact and the crirders for Oracle products issue'd pursuant to the ccontrar.1, but does nzlt assume any of the Oracle authio6zed resel1ler"s olb4kgatiaris thereunder. 7. The Uniforni Computer Infomiallon Trani Act daces not apply to thiesa IHardwwa,,re 37cs nor any order placed pursuarit to them. 8. YOU understand ilhai the aortfartor and OlUble"S,131IS11riess partners, indudling ary tbird party ffirms retairied I you to provide Cori consulding Services, are independem of Oracle and acre rion, 0,rac I s agents Oiracke !is not bound Iby any acts of airy suuchr entity,unless the entity is prowiding seirvices.as an IDITa'cler suboor(traclor under an engageninew ordered directly with Oracle 9-. '(CrLi rinay ondier trial programs, or Oracle may include additonall (programs W11171 your ordeir 'with Cortraclar which you may Use for teal, rion-produrdon Ipuirposes oily. You May not use 11he trilall programs to provide oir atterd th5ird I trairling on the content ardJo,ir functionality of the progianirs. YOU have -313 days from the detrvei-V date to evaluate tiese programs:. If YOU decide to use any of these programs after the. 3&-day tviall period, Mj mUS1 Obtail7i a license for sLmz;h progranins frorn Cirade or an autficorized dlstiout0f. lifyOLI decide not to olbtain a lkbense for any prograrn after 11he 30, day Mal periIcid,YOU will cease using and delete any such programs FrOnT your computer Oracle Hardware IUS Communkies Supplemental Terms azkd Condifie wad.v0,32819 Page 9 SERIAL 180233-RFP EXHIBIT E systems. Programs likDerised fair tnall PILU'PIOSeS are. pricMded"as!is"'and Oracle does not pfuvide technicall Support or offer airy warranties"for these programs. 10. 0,ra6e may include additional programs on thee riardwaire(e.g.,, Exadat3 Storage Server software You are not authorized to use those programs U17ileSS ycLa have a,license sper-t-Rc—illy giraindirtfa you thler right to do so; however, you may use programs for 1114 non-piroductioin Purposes for up to 30, days frorn the date of dell,veiry provided that suich U-Se us subject to time ieri fQF t6al programs in thler contract,induding t1hese Hardware STC s. 11. UrrIkess otherywse agreed un an order, upon 45 days wirtlen notice and i more than once airinually., Orads may aud,lit your u-s,e of the programs. You agreue to cooperate with C,racla's audl, provide reas,ortabile assistance and a,coess to unformalion. Any such audit shaIll nowt Uirirsasaoiriably umterfe,re with your normal bU511119-IS5 olperato,nSr 0'ra--lS Sballl comply with rLasonalble aeourily and safety rules, pial,,,rcies, and procedures('5POUTiTy I'Lille'S")while perfori ally SUch audit,, pirowded that SUCh SSCUnty rules are applicab,le to the perfDrniaIncer of the aUdIft: you make such secUirity rules aval]alble to Oracle pnoir to the coniii-neiricement of the aU111; and such seourity miles do not modify or amend the i and condlions of the contract or 111ne appIlicable ordesr. You s1ha,111 bi respori for paying any uriderpald fees relaled to use of the programs. Contractor may assligin its nglt to audit Your use of the programs to Ora,cle. IIf dife Contractor assigns its i to&Lidil your Use of the programs to Oracle,,their'Dracle shalll not be resooinsthle,for any costs iricurred by either you or Contractor IMn coolperating Withi the alidit 12. Upon teirml,,,naticrn of a program 1111cerise,-you are reqUilrell to disoortinlie use and destroy or return to thie Contractoir all copies of the programs and pirojigram dOOLUMIL-Mation associated with the terminated license. 13. Source node rinany The delivered as.pail of the standard dell,veiry for paii 11al'pircgirainis, opefatmg system or integrated software, all Such source code us. Subjeol to t1"Jer terms of t1hesa Hairdwaire 3TCs, iinicluid4tg 11he O,ra)ole Lrense 13efiinitions.and IRu.tles,,11he applicalole order,,thie cvntlracl an,d thler applicabla program docurneirtation. 14. 0,rabe's. Applicallons. Lcensl€ng 7ablNe um effect as of the effective date of -your order and is incorporated herein as Exhibit A. "You imia,y access the curreint version of time Applications Licensing Table at hr,,,p:Yora6e con1contracts. 15. 0,ra,be's VLui Deflinitions and Rule�s; Oiracle's (Integrated Software Olptions Uceinse Definitions, Rules, and IMWl1,etrics airid Terms for Oracle Siolans are lainvarporated heirelin. You rinay access 1he curi-weirsicins ofthes,e dCOLUments at 15. Iffary iprovision heirelin or docUment irrAoirporated Iby referenoer into these r Hairdware STCs,iinioludling the License IDefiri and Rides and teri included ari irreferenced thereJn., ocrtarns a, provision (a) allowing for the alltDln'Wic terminatiorn Of yCrUir techinloall support services; or (b) alljoWIng for thler alitriniTato renewal of sairy Dss andlor fe-s,their,such tems shall not applly. 17. Products and Service Offe,riings dalliveraolas are not desigiried for or speoirfir,,ally oimended for use in nuclear facilities or other hazardous applicatioins. You agree that it !is YOUr responsibility to ensure safe Use of ProdUCIS and Service Offainings dell,'werablas uln suoh appIlk-'atoins. 19. For softwaira (11) that is part of (programs, operating sys1enins, integrated software or iimagrated software apticilins fjor aill femur) and (ii)than You receirve. from 10ii in blinary form alrid Iiii)that !is loeins,ed Uni an 01peln SC(Urre Ilioeirise thial gives.You the right to receive the SOUIrce Oocbs-for throat biriary.,You may obtain a,00lby of the apok—ilb, source rode from or If the source code for such software was not provided 10 YOU With[ the binary„ YOU may aUso irec:eiwe a. copy of the source code on pHysical ni lby sUhnnitting a written irepuuest pursuant to the instructions uin the, 'Wriften Offer for 73curce Code" sechori of t1he latter vie 1:4te. Oraxle Hardware IUS Commumfies Supplemental Terms azkd Condifiew v0,32819 Page 10 SERIAL 180233-RFP EXHIBIT E EXHIBIT A. APPLICATIONS LICENSING TABLE Oracle reserves the right to periodicaU'v change the information pTesemted on the website provided above-Adl information on this websiteis provided"ofs-is"wi4boutwaxninty of any kmd:,ekheT express or imphed. Oracle Hardwzre UPS Communities Supplementg Terms and Conditions 032819 Faffe 11 SERIAL 180233-RFP ORACLE LICENSE IDE7FINIITnONIIS AND RULES v120,117 ay ual , ply to the Dmicle producismad seiwices i3a your order. Nei ertheless,IILedefin�itio -,fortbetei^ 5 eUMMM rented herei�n-hi,lica�nt�rolfoi^the p;uip-a e-,oft3a),-o,rdierforOrtelepsroduci:st3ad�or:,,Lri-3.ces. ties Suppleme; l Terms and C onditions v041818 /'acle Hardavare US�Cammum' ala SERIAL 180233-RFP AC LE" L.Leens n n R itiosand ules c..-.D,fliadd.3usin LicenseAfetrics SNf Aun ual Trans, ction Volume: is defined as one indhon U.S.Dollars in all purchase order-,h ansacted and all ct3ons conducted throughtheOracleE -hange Marketplace by You and others&-iring,the applicable year of the Ozac]e Exchain Iarlsetplace license,, regardless of whether :inch auction z-esu2ts Lnapuu-chase order,proi-aded that 7,n auction resulting anap chase m der shall.only The counted agaanst the " tial Transaction Volume once. Appliention N.1odule: as de d as a Program used by You on a single or multiple computer- SM in Applizatiou knuua] Rei truc as defined, as one mmlhon U S DoUairs excluding ta processed through the licensed Program. For Oracle Self-Service E illing;products,,the Annual Revenue is equivalent to the t al¢nvoaced amount forah company accounts that have at least one etuolle user per balling perrod -Applicqfi ow,Dei�eloped. ins defiriedasas are Program developed by You that GpeB es on smart-phones and"CT other end user devices and that 6)provides end users month cess to content or(ir)provides end us I ith end user transaction enalKement or(ni) othei-mme enables use by end users off sirstiro l viL2a1Kedu-zugls the Chaclenm- Program. -ApplicqtionUser: as defined azatamdivadualizz mizedby You to use the phcable licensed application P2 op ams which are installed on a single server or on multiple servers re: -dless of whether the dividual is actne➢y using the Programs at any pven time, If You license the Oracle Self Service Work Re est option in conj ction with Oa-acle Enterprise Asset Management,You are required to maintain hcenses for the eqmv-aVent num -of Applicatc Users licensed and You are granted milimited access to initiate wmk requests, view work, request status and vie schedul completion dares for Your entire employee PUPUlat1031, Application User ss hcerised for Oracle Order Llvlanaggement are Haw . to manually enter orders directly into the Programs but any orders entered electronically fi-om oduer sources Must be hcense parately. For Gracle Sourcing,Oracle Fusion Scuucin&0,racle iSuppher Portal,, Oracle Fusion Suppher PortaE,, Oracle Sera procurement, PeopleSof: eSuppliea Connection, Peoplesoff Strategic Satucing, PeopleSoft Supplier Contract Nfanagpm t an JD Ed%Mnds Supplier Self SeiTice- Programs, use by Your external suppliers is included with Your application user IL sea F the ptuposes of the Oracle Financial Services Operational Rick Solution Program,,employees who are just contribu g,informatio to the Program via the applicable user rriterfice shall not The counted as application userss -Applicqtion Read-03a]:T User. is defined a-,an in '-idual authorized by You nm only quenes or reports against the application Pioganmfmrwhich'Sou'Laaealsoacquuiredasonie -,onxlylicenmea.regamdlessofu they the indi vLdual Ls activelly using the Prop am, at any given time. Case,Report Form(CRF)Page: is fief' cl as die'electroisrc equivalent" of what uild The the total number of physical paper pages initiated remotelly by the Program, easured expheitly in the Program as Received ata Collection lirstrumerits)during a 12 month period. You may not exceed t :licensed number of C'R.F Pages dui-ing any 12 mon period unless You acquire additional C R.F'Page licences 8-um Oracle.. Cb issis. as defined as a physic enclosure containing hardware. For the purposes of the followin, Propams: Oracle Fabric Manager and Ch acle Fabi ac yV nitor,only the chassis(.a)that contain networking hardware and fb) t are managed,by the Program roust be coirmeted f the purpose of ietertnining the number of licenses required. Client AppHestfian Lam , r Cheut. is defined as a device that receives its configuration from a client app ation seil,-eB. Collabomdon Pr raria'User- as tiefured as an individual aunhoi-mecl by You to Use the Propams which are stalled,on a single server cronmul le servers regaz d2ess of whether the ind3vadual ins acbvely using the Programs at any given time. "Or the pluposes of counting a licensing the number of Beeluve Synchronous Collaboration users,a Collaboration Program wathin Your company is fined as a user able to initiate,or host,,a web conference and also participate in a web conference;all lacipants in the web c .. erence extei-nal to Your company and attending a web conference ate not required to be licensed, acense-Defications omd Plflei-vD53 R R S-US-ENG Page 1 of"2- SERIAL 180233-RFP ,ompensated Indindual: is defined as an izidividruil whose compensation or compensation calcidations are generated by t : r =s The tenn C I Duipensated individual includes,,but is not limited to,,Your employees,contractors,retrveies,,and any q er PeT:s . Comput - is defined as the computer on which the Programs are installed. A Computer liceme allows You to use t :licensed Prop-am a single specified computer. For the piciposes of Computer licenses foE the Ch acme Health Science Integr 'on Engine Prop-am,, a c, unication point is an interface to,an niput system(e.g_ a chnical k7boiatory system in a hospitti, or healthcare setting)onto an upuit system-- e.g.,,a heaVtimcare data repository l., ; Coucurreut'Useir. access the Program so, urrezitlynath other individuals at any wiven brue, Coucurrent Couiaeedon- defined as each connection to a Serduct,Datalrak. A Serduct?Datalink is fined as an interface that render the Infor softwrare op, ,able for use with Nficros Apphicatiorn. CoucurrexltUserm isclefine4 as ch individual that may concui-rently use or access the Progra . C�om urrent Users shaH be only customer:soE prospect 3?,-ecustomers fYours,and shall not ibebu,�messpartmer:s,,DE employee fYouz-s Counec ted Device: is defined,as each queclevacedal thatttran-mins data to or receives 11a from ch-acle application Programs m Ch-acle cloud services and(b) that does n require any human anteBiction or hiunan ut to execute Chacle application business logic or to update fh-acle application tables evices include,,but are not limited to :sensors,,meters,RFID readers, and barcode scanneirs. Devices may be connected clirectl, to Chacle appheaticai Programs Oiacle cloud servrces7, m may be connected iiiiiii-ectly to Chacle ap1plication Programs or CYm le cloud services t1ii-ough a ,atemaray device or a ffiri-d-parbr communications sei-vice. A clievace may The urniquely identified as n,.-the endpoint of co,, cation of clata,to or fiom an Oracle application Program or an Oracle cloud service.m impy The uniqu - adentified by its ex sit registry with an.Chacle application Prop-am or an Ch-acle cloud service. Couriected Instance: is defined as the sonfipination betwe fh-acl ohc)r Automation Connecto�r for Ch-acle C I F f On Demand and the Oracle CRIVI On Dernand instance's web service en, p t.. or each fh-acle CRIVI On Demand instance:so scinftnrred, an adALtional C I onnected Instance is required Counec Corm is defined,a,each connector connecting the so are pm-or ct with a thri-d party product- A unrque connector is reciurred for each distinct third party paoduct that the software prod t is require pinteBf3ce. Couriec tor Pack as defined as a collection ofconnec is as:specified in th ropam Documentation for the applicable Connector Pack, There as no limnation on the nu inber of phys al serve 1� on.which any o flue connectors in the pack may The copied,,installed and used. SM Cost of Goods Solds is defined as one Hion U.S.Dollzu-s in the total.cost of nentor'y that a company has sold-,during their fiscal year. If C nwo o�st of Goods Sold.as unk to You then Cost o F Goods Sold:shall be tral to 75%of totil company revenue. CPU. as ciefined is a chip tluit contains collection of one or more cores on wELch the Prop-a is running. Regarciless of the nuunber of cores,each chip counts as I CPU Custom Suite User. is define as an n1dr,.-adual arithonzed by Yo® to use the application Pro, iris mch-Lded in the applicable Custom irstorn.Appheations Suite %, ch are installed an a single server or on multiple sen-eBms regardlies of whether the andn-ideal is actively using the Programs t any given trule- Custarneri is defined >the cmtomeB entiry specified on Yom order. The Prop-ams may not be used or a -e:ssed for the business operations of any th', patty"including but not limited to Your ctrstomers,partners,or Your affiLates. There no limitation on the nurmberofcornpu son wbi.ch such PrDgTaims3naybie copied,,airtahed and used. Custarner-Ac runt; as ciefined as each uirique C I ustoineB Account,ciesignated by a unique accomif nuunber.For w h the billing, Mformation ,managed or displayed using the P2 Op3M,,regardless of the numbeB of individual account holders assocaa, with such accounts. cease�_Defftudzms 2nd Flflei-vM-T E R S-US-ENG page of"2- SERIAL 180233—RFP racle C'u,starner Data & Dea-ice Reteution Sera-ice: is clefuled,am, a service for uarlmich the descu-uption may be found in t Te cal arnppcmt Pohcmes section CYuaoVe Hardware and Systems,arnppcmt Po-hcues;t at u, 2 a,+ r .onus r w t,;},,and wEL is rncoi rrateod,by reference. Custom* ecord: is defined,as each umi,cgume Customer Record(mcludmpx,contact records,prospect records and recorcl- n external, data sources at You,may access using time Program. 10,,0+00 Daily.kv age Transactions: is defined as ten thousand umique tmansactrons(including but not lumnted saves tmanssactiomr,retumsu -an.sacticn.s,e:r mange tmausaction-,1cyaVty trap actions deaV transactions p 1 card transa ions,mventary tmansactions„petty cas t ansactious,and admmminvnati a tianaactions;)that are processed by the Program m a amv&24 how period. The claily transaction ago e is cakudated am,the chilly auremge over the prior 12 month peuaosd.. Developer User Developer, evelop er Sen t i is clefimmed as an indnvidual aumthoriaed by You to use t -ogxams wluch au-e mstal2ed on a single server or multiple s -rers.,regardless of whether-time undis idual is acbve➢y using the Pm- pam,at any given time. With respect to Developer Users on➢y, h users may create„modify.,view,and mtem°act nruth time Pro ° mns and documentation. Dish Driver is defined,as a apimmng edia device that stores data accessed,by time Pnopam Electronic Order Lanc is,defined as the otal,numbem of distinct ordem liner✓entered cuomreally unto time Chacle Pmopam from any source knot manually entered by lmcens users) drum g,a 12 month period. T , ncVuudes order Ines orugmating as extermmal, EI)I+°YNIL transactions and°or-sourced h ona of r ChacVe and non-OracVe app➢icatio m You may not exceed,the hcensed number of orclem Vmes dumrumg any 12 month,period. Fanployeer is defined is Viet iH of Yomm full-tune, rt-time.temporary e; lloyees, and (Li) iH of Yomm agents,contractors and consultants who luave access to,,use, or are tracked,by e Pmop,mamurs. T quantity of the licenses ueagutred is deteruuned by the number of Employees and not time actuaV number of users. addition„i ''ou a➢ect to outsouuce any business function(s)to another company, the following must The counted,for purposes of - ermm m time number of Employees:; aH of the company's fulll-time employees,pamt-time employees„temporary employees,agen co -actors and consulltants that(i) are providing the outsourcing ser vaces and(n)have access to,,use,,or-are tracked by the Progra L. Employee for°]HC N.L is defined as(i)aH of Your fullll-nmmme.' .t-tmm. temmmpm«omar v employees,and(n)alll of Youm agents,contmactors and consultants who have access to,use„or are tracked by t'e Program, The quantity of the licenses rearm--rl is cletermi med by the number of Employees fom HC11,and not the actual numb °of users.. Ina hom of You,elect to outsource any busme,ss funonon(rs) to another company,the foHowing must be counted f purposes of dete nz the number-of Employees fom HC N1 f: alll,of the company's full-time employees,,part-tuneenmpDoyee,-s - mporary employees,a ants,contractors and consultants that(l are providing the outsourcing sera-ices and(ioi)have access to.u= ,or are tm°acl;ed by the l3i-op-.i s Employees fom]HC"M may onlly use time licen.sed, Programs with Chacle application Programs th coritaun`"1JT1c➢e Fusion Human apmtal,Management"as a prefix in the Pmopram name. EmpDo,yee User. is defined as an individ I authomzzed by You to use the Prop aim,whic re matalIed on a,single ser vem om mulltiplle servers.,regardless of whether om not t dmraduaV is actively usmg the Prop ams at any gi n time. EnterpmmseErnpaloyee. as defined ,(a)all ofYourr full-time,part-time,temporary employees,a (ia)all ofYourr agents,cautmarotor,=s and consultants who have access o,use,,or are tracked by the Programs. The quantity of the hc: s required is detemrmmmed by the number of Enterprise Employ <s and not the actual number of users. In addition.if You elect to out urce any business function(s) to another company,the fo using must be counted for purposes of detemuuruing the number of Ente rise Employees: all of the company's fiull-time empl e^s,part-tune emp➢ogees.temporary employees,a gents,contiactorays and eonsi ,ants that()are pros-Ldumg the outsourcing service, and (mi) have access to,use., or are tmacked,by the Programs. T'he vaVue oft,' se Program licenses is deterurmed lbythe n em ofEnterprmse Employees. For these Program,heenses,the licensed rguaitiitypurcha? l must,at a minimum lbe equal to the n em of Enterprise Euap➢ogees as of the effective date of Your orslem. If at any time the n lber of Entemp rue Employees eswxee y the licensed rguatiity, You are required to orslem additional,heemuses (and techncaV support such additional, hcense s)such ,t the number of Enterprise Employees as equal to or leas tlman the munber-of licensed quantity. Yo re not emutitled to any ref m credit om othea consideration of any,kind if there is a reduction un time numbea ofEmemprrse Employees' In addition, each year'9 days before time atuar ersary clate of Your order,You are required to report to Oracle the number-of Enterprise mplloyees as of',suc date. cene_DeErnrttious uumd Flfle d_v�M-TV V`d_U5_EI°G Wage 3 of"- SERIAL 180233-RFP terpris4e Full Time Equiralegat(FTE)Stugiegatr as defined as any fuH-timestudent emolled.an Your institution and any P - h student enroHed:Ln Your institution counts as 25%ofan=Student. The definition of"frill-tine,"and"part-time"is bas 'on You, Dlicies for :=dent Classification If the number of FTE Students is a fraction-1 that niaganber wall The rounded to the arest whole ben for pm-poses of license quantity requirements The value of these Program licenses is determined by the bey of Enterpra FTE Students For these Program licenses,,the licensed quanhi7y pairchased must,at a anniaLumm,,be equal to e number of Enterpz i FTE Students as of the effective date of Your order. If at any time the number of Enterprise FTE Staiden e-Acee,ds the licensed qua y, You are requared to order additional hzenses(and technical support For such additional license, ":such that the number of Ente rise FTE Students is equal to or less than the licensed quantity. You are not entitled to any re. ,credit m other consideration of 3 r hand if there asa n--,du&ion in the number o f Enterprise FTT-Students In addition,each)-a 9,0 days before the angguveBmsary date of ' ur order,You are required to report to Oracle the niaganber of Enterprise FTZ Students of such date. Enterprise lrainee� a, efirged a,an employee,contractor:,student or other person who as being recoz ed by the Propam. The vah-Le of these Program it uses is detergaigined by the ntunbeB of Enterprise Trainees. For these P, gram hcenseS7, the hcensed quanut-y pin chased must,,at a ''magnum,be equal to the number of Enterpz ise Trainees as of the eff tine date of Your m der. If at anytime the natimberofEnterpn Trainees exceeds the licensed quantity.,You are requagredto ordq- dditional hoense-(and technical support fog such additional lican, )surb that the number of Enterprise Trainees is equlV to 02 thin the licensed quantity. You are not entitled to any refund,credi r other consideration of any kuld if there as a reduction the number of Enterprise Tmanees. In addition,each year 90 days before t i=versit-.Y elate 4DfY4Dun4Dzder,'L74Du ire:reqiliz-e(ito port to fh-acle thenumber OfEnter-PErse Tzarnees as of such date- Enterprise SM in C os:l of Goods'S old- ' 2-prue SIA Cost of Goods Sold is clef as one andhon U.S. Dollar-s in the total cost of inventory that a company has sold du-ing a ir fiscal year. If Cost afGoods S d is unknowm to You then Cost afGoods Sold shall,The equal.to'75?,'�af total company revenue. 'he value afthese Program Vic ses is determined by the amount of Enterprise SM Cost of Good-,Sold. For these Propitialicenses„ e licensed quantitypurc sed must,at a aunignumbe equal to the amount of Enterprise$N1 Cost of Goods Sold as of the effective teof Your order. If t any time the amount of Enterprise$14 Cost of Good-, Sold exceeds the licensed quanuty,You are required to -deBaddruorgall: noes�,and technical:support for such additional hcense:s) such tl-az L is equal t r less than the number of licegaseg]quantity. You are not it the amount of Enterprise SM Cost of Goods S, entitled to any refound,credit m other consideration of any l: if thet ,a reduction in the amount of Enterprise$Nf Cost of Good-, Sold. In addition,,each year 90 days before the anagave2-sary d 0 'can order,You are required to report to Oracle the number of Enterprise W C!ost of Goods S"old as of*such date. EnterprisL'5_xf in Freight Under Afa,gaagernant.- SM Freig UndeM 13nagpmem as defined as one analhon U.S.DoEars of the total 13 ansportation va ue of tendered order fog aH:shapments f a given ca at year during the term of the license. FUM:sliall urclude the consbuged total of actual freight purchased.by You. ILLS the cost of eight fog sLaipments managed by YOLL(e.g.,,YOU are not purchasing,transportationsenwes on behalf of Your eats but are pro,%-id transportation management seii,-aces for Your chents). F'rei ght that as paid by a third party sbaH also be a, aided in the FUM total :.g.7,inbound shipment-, fi-om suppliers to You with freight terms of prepaid). The value of these oping. licenses is determine' by the amount of Enterpme SIA Freight Under Nfanagement. Fog these Progam licenses,the ensed quantity purchased must,a n minimum be equal to the amount of Enterprise $M Freight 4 nde2 Nfanagement as of the e tivedate of Your orde2. If it any as the amount of Enterprise$1,1 Fa-sight Under Nfanagement exceeds the licensed quanut, "au.age requared to cider additional licen, s Viand technical support fog such additional Ircenses)such that the amount of Enterp :'Marl Fr-eight U:ELderlv tana,.,ementiseqtizltoo essiLin the:numbero:fVicensedqLL,3nt2t-y. You are not entitled to any refurgd,,cr t or other consideration of any End if there as a t uction in the amount of Enterpnse $Nf F'reighf Under h'fan,tg,e.u3ent- In add on,each yeaz 90 days before the angaaveB-sary date afY ,m der,You are requareal to report to Chicle the number afEnterprase Freight UrgdeB Management as,of such date Enterprise SM in OIrerarin gg dge 1: a,,defined as one miHion U S Dollars ofYour Toss buslZet a ected in an audited statement from Your externaV accoun g firm. The value of these Program hcenses as determined by the amount 'Enterprise$Nf in Operitagarg Bud6-et. Foam these Proga licenses,,the licensed quantity purcliased must,,it a mingumam,be equal to t amount of Enterprise SIA an Operating Budget as f the effectr.-e date ofYour order, Hat anytime the amount of Enterprise$Nf in erating Budget exceeds the Licensed quanta.. . 'on age required to order additional licenses(ands technical support for such additions censes)such that the amount of]Enterp e SIA in OpeB ating,Budget is equaV to or less than the number of hoew ed guaranty You a not entified to any refrand,credit o other consideration of any kind if there gs a redrLetion an the amount of Enterprise SIA an Ope rating Budget. In addition,,eac .mar 9,0 days before the armaversary date o f Your order.You are requagreal to report to Oracle the num r of Enterprise sM Lin OPer- ng,Budget as of such date. Ente se SAI in Revegauer Enterprise SM an Revenue is defined as one mallion U.S.Dol2ars an all income(interest m me and non i erest moome)before adjustments for expenses and taxes generated by You dur-ing a fiscaV year The vaVue of these - p-Im acense-Deftuatizagas and Flflei-vM-T R R S-US-Ell-G Page 4 of SERIAL 180233-RFP -eases is determined by the amount of Enterprise $M in Revenue. For these Program licenses,the heemsed quantity punch - mt t7,at a minimums,The equal to the amorriat of Enterprise$Nf out Revenue as of the effective date of Your order. Ifat any tiumn time anic, t of Enterprise SM in lien,-entie exceeds the licensed quantity,, You are required to order additional licenses(and to cal. -uppo s or such additional licenses 7 such tbwt the ainount of'Enterprise$M in Revenue is equal.to or less than the number o censed quantity. 'ou are not entitled to any refund., c-n--sht oE other consideration of any kind if there is a reduction in the :nv7uant of Enterprise ai in Revenue. In adchtion,,each year 9'0 days before the anauveBmsary date of Your order.,You are requir to report to Ch acle the n ber of Enterprase$N1 in Re,%-enue as of such date. Expense Report; -,defiriecl as the total nrumber of expense report:,,processed by Internet Expenses durraga 12 onth period. You may not exceed the "ensed number of expense report-during any 12 month period. FavultyUser. isLiefinec s an active teaclung member of the facrulty for an accredited academic mstituti, ;such user may only use the Progi-ains,fbr acadeinic d non-commercial tise. Field Te-chnician: is defined an enpneeB,,technician,representative,,or otheB person who as spatched by You,,including the dispatchers„to the field using,the -op-ams Flash Drive: as defined as 3solid:sort media device that stores data accessed by the Progi SM Freight'Undeark.E;n,uaigeme:nt: is deft d as one million U.S.DD1123M Offlue total linportation,.-alue of tendered orders for all shipments for a given calendar yearn Burin t terns of the license. FUNIshall.includ e combined total of actual fi-eig[ik pun chised by You,plus the cost of fh--ight for shipinents 3naged by You(e.g.7,You are no urch3sc:ig transportation sen,-ices on behalf of Your clients but are providing transportation ma, ementservices for Your ch ). Freight that as paid by a third party shall also The included in the FUM total(e.g.,inbound shipine s from suppliers to You , tlm fi-e3ght terms of prepaid) Full Time Equivnleut(FTE)Student: is defined as full-tinue stud t enrolled in Your institution and any part-time student enrolled in Your institution counts as 2 of in FTE Stu t. The de on of"full-time"and"part-time"is basecl 01217OUL'PD11CIES for student classification. If the niunber of FTE Student-,is -action at number wi2l The rorinded to the nearest whole number For purposes of license quant2i7y requirements. 23,,000 Gift Cardsi is defined as twenty-five thousand vzdue zr (grft oi swied)that are geriEnted by the Pi op am dicing,a 12 month period. Guesl Cqbiu: as defined is a guest cabin onboard a q rise ship manage byr the Program. You must license the total number of Guest Cabins onboard each cmiseshipmana fed,by th to .am and the hoe d quanhty at'Guest.Cabin hcen-es!My not be:ziiared across multiple cruise ships,. For the prurposes of the Cmise Fleet Mana e ent, C rinse Crew Mi nagement, raise Nfatenzis Manapunent HQ and Sub-HQ Prop-ams, You must lizen-A, the total numb of Guest Cabins onboard all slisps, or. -essels in the fleet that are managed by the Prop-am. Guesl Roo m is defined as the numb of guest rooms managed by the Prop ram Foz the pwposes of the Ch-acle spitahry SuneS inte2fice prograin-,-;.a unique Guest Room li ease is requaredSor each distinct pro,druct with which an Chacle spitaluty SuuteS Prop-am is required to interface. For es:ample,,a wtonreB requinizig,inteafaces of an Oracle Hospitality FjuneS opam with three drstimt products must have thi-eeseparate Guest Ro hcenses Hosted Named'Uer: is fined as an!rruffividual authorized,by You to access the hosted sar%ice,regardEe.s: fwhether the mdi%nduad is actively accessing t osted service;at any given time. Dracle Flo spit-di Consulting Serilces are defined as sen,-aces For which the desarpnon may be found in th -acle Hospitality Global Business rut("Micros")Clonsidting,Service,Descziptions section at arvz,'.'D cone:antia:t,and urhiu as incorporated bv reference. Hospi lah Suite: is;defined as an entextianineinspace that typically rncludes,,but is not limited to,,a kitchenette,re table and sea within an areria-stadrain,concert vemie or other venue that is managed by the P2opam- ,cease-Deflaiticas and P-Aoes-vD5 ill:8-us-ENG Page.a of SERIAL 180233-RFP rtalladou Services,Start-Vp Packs and Clozifiguration,'Upgrade Services: is defined as a servace(s)foz which the descrLp 0 In . be found an the Advanced Customer Support Services section at ac cle..ci�cotic.-�.....�c me nd nd which is incorporated y ................................. o a......................... ..... refer- ce. lumqzice. is defined as a single database envaronment. Test,,production, and development envai-onments M-e conid, e,d,dri-ee separate ans noes that must each be hcen-A—d I'm the purpose of the Oracle Banking API Infrastructure Progam7,Instance is defiried as the eni-n-ciaments(pro iction and no�n- production)used t run the Ozacle Banking API Propaur luterface: is defined - each.interface connecting the Ozacle Picpamunth a third parry product. Awn :Interface license is required for each distinct : -d,party product with which the Omcle Piopitar is required tomte2face. luventor-y Locadiazi. is de, d as a dedicated physical inventory space used by vendors to store t urvenfor'y vndrin an.arena„stasliuna,,concert venue or other nenue that as na uraged by the Program. Each dedicated physical i nentor.yspace must be counted as one Inventor-Y Location. lK Invoice Line: as defined as one tlr usand invoice line items processed by the Program ing,a 12 month period. You anlay not exceed the licensed,nurnbe2 of lK Invoic Lines during any 12 month period,un2ess YDu a uire addition]lK invoice Lim licenses from Oracle. r%'R Port. is defused,is a single caller than can e pzocessed via the Interactive Va e Response JVK)system. You mus;t purchase licenses for the number of PJR Ports that repres the maxiinum numiaber of co suTent callers that can be processed by the Pw'FL system Dracle Java SE '5ubwaiption and Orqcle Java, SE sktop Subscript' u: are defined as the might to use the specified fh-acle hwa SE Subscription Lnaccmdance with the a hcablemeti-L and to receive Oracle Soft%rare Update License&Support (hinited to the specified Gracle Java SE Subscription PI-ogra 's)),fort term specified on the orcle2ing docutnent. The subscription team is effective upon the effective date of the subscription or d, g I cument,unless Gthemnse,stated in Your ordering,document. If Your order ums placed t1lFough the Ozacle Store, then the e ec ne date as the date Your order Was accepted by Oracle. ChacVe Softwrare Update License&Support is provided under the Ora& S ,,are technical support policies in effect at the time the services are.provided. At the end of the specifiedsubsdcription term,, u=. enew Your subscription,,if avm2able,,at the then current fees for the applicable subscription. If You choose not to re s Yaui sia cription, Youn ri&to use the specified Ozacle Jn-a SE Subscription Pragi-am(s)wL12 tertrunate and You crust de wtall the sperar d Chacle Java SE Subscription Prograos) ;kitchen Display C.lient. as defined x, a device t is used to display and onitor the stators of ordered itenis, If multiplexing hardware orsoftware(e.g.,a TP mocator om a we erveB product)is used,this bey must be measured at the multiplexing front end. Learning Credim: triay be used to acqurre ucationprodu&s and sei-,aces offen--d out t Oracle University online catalogue posted at hr- ax�v,%'gic,c�e g cjsi ej�,�i c 2 ta gat rind ,the terurs specified therein Learning credits ay only be used to acquire produrts and ;�........................:�.............................................. sei-vices at the list price an effect at the e You order the and mast not be used fm any product or service that is subject to a discount or a prom 'on when You order the relevant product or service. Th st price ixaE be reduced by applying the discount specified to You by ache. NotsvLdrstanding anylhrng to the contrary an the pre.vi s thinee sentences,learning,credits may aVso The used to pay tazzes,,I 310-121S and/m expenses re➢ated to Your ordeal hovwre%-ez,,the dis, unit specified abo,%-e wLU not be applied to such taxes,matena s an&or e7penses. Learning credit,are valid For a period of 12 mason ry from the date Your order is accepted by Oracle,and Y must acqun-e products and must use any acquired secures pi-jol to ilia e ,of such pea iod. You Luay only use learning credits the countr'y in which You acquired theur,urzy not use thetia.as a payment 3ne dfbE iddrn g,ona�leanain credits,and�may not i� different learning credits account-,to acquire a single product oz sei-vace or to,pad -ekated taxes,MarenaVs and/m expenses. Le Youmaybeueqiiim-edtoe-Aecure-A: arcl Ch-acle ordering materials when u learning credits to order products or services. SM in Nfaaia d Assets: is iiefined as one nuillion U.S. Dollars of the fbEow-mg,total: (1) Book, value of carves ent in capital leases, dire finsincizig,leases and other finance leases,including residuals, whether owned or managed fbE others, tine on the Program,, us(�2)Book value ofa-ssets on operating Veases,,wheflm on-ned or managed for others,,active on the P2opa 1,phis.(3) Book v e of loans,notes,,conditional:sales contract- and other receivables,on-ned or managed for others7,active on the ograml, pliu ' , Bcok value of non earning assets,onmed m ursinagged for others,which were prin-iously leased and acb ve on the Pr raur, acense_Definitims and Flfle--,�f63R RS-US-ENG page 6 at'.,- SERIAL 180233-RFP cludmg assets from term tenmnated➢eases and repossessed assets,phis(5) Ch-igirral cost of assets umderlying leases and loa or.' mated and active on the Program,,then sold vralun the previous 12 months. Xfxna A Resource: as defined as an individual authorized by You to use the Programs which are installed on asingle ssel ,m on multiple rivers,regardless of whether the indr-ricival is ach,.-ely using the Propams at any given time In addition..,Your loyees7, contractoEt, aftners and any other individual or entity Lu3naged by the Programs:,,hall be cGuntecl For the purposes of , tennnung; the numbeB o Nf anaged Resmu-ce licenses required. Afember Recor . is defined as each unique customeB Voyalty Program Nf ember Record,managed by the Proms I OCK,MembeB Recmds shall mean nehtmdiledt2LGusandlifemlberRecords. Aferebaudisc istiefi asauLuque stem oE SDK Uofa con:uunergocd Xfodule: is defined as each odiictiondatabaneimnningthel3l-op-.ims Afairitored User- is tieffired as individual who is mouitored by an Analytics Program wEL as installed on a single seii,,er or multiple servers7,re gardless of whet x the mdividual is actrve➢y being morutored at any given h e, Individual users who are licensed for an Ama yracs Program by either N ed User Plus or Application User may not The license' by Monitored User. For the purposes of the U-age Accelerator Ana ytics Pro m,,ever'y CI user of Your licensed RLM Sales appl ation P2 op am must be licensed. For the purposes of the Hrunan FLesouxces C�om : on Analytic s Progr=7,all of Your em I ees mtv:t be licensed, Fm the purpose of the following Oracle Gov- ante.,Risk, and Compliance appli ons: Appheation Access Controls Go,%-e=,, Appheation Access Controls for E-Business Suit Configuration Controls Govq- oE.l Configuration Controls for E-Business Suite,, Tzam,tetionC,o,nt3-o,IsGove2mor,P2-event2veC!ontL,o GovernoE7,and Gavem3n ,Fish.,and ComphanLeControls Suite,the number of Nforutored Users as equal to the total'.number of un ue E-Business S-Lute sers(indr-ricivak)being morutored by the Program(s), as created'defined in the UseB Adrumistration functio f E-Business S e. Users of iProcurement an&or SeH-Service Hriman Resources are excluded. Fm the purpose of the following PeopleSoft Enterprise Go rma :7, Ris,17, and Compliance apphcarions Application Access Controls Governor,,Appheation Access Controls for PeopleSo nterpnse,Configuration ControlsGovetmor,and Configuration Controls fm PeopleS,aft Enterprise,the number of Nfonitored U- i, s equal to the total number ofunique PeopleSoft Enterprise(oz any other custom appheations 'Prop ams)users(individuaEs' at th UDgraM monitors X T N fyS.QL Cluster Carrier Grade Effidian-Annull Subs Aption"MOSQ Eutei�pi�iseEditiou.Au3aui]Sub-,crip-tiou;n,ud..EySQL are defined sflme right to use th pecafied Program(s)in accordance math the apphcable license metric and to receive Oracle Software Updat icense&Support For -specified Program(s)and fm NfySQL Community Edition for the term specified on the orclea. Nf,Sv C,onummit-y Edition refers NlySQL that is licensed under the GPL hcense, Soft%rare Update License&Support for 1AySQ "lommumity Edition does not inc de updates of any kind The subscription term is effective upon the of ti,4e of the:sub ription orcieruag tiocument,,unless o ranse stated in Your ordering document. If Your o�rieB 7ras placed through the fh-acle tore,then the effective date is the date ur order 7ran, accepted by Chacle. fh-acle Soft%rare Update License & Support se es are provided under the appheable technic support polLcies in effect at the time the sei-vaces are�provided. You must oblai , subscription license for aH servers 7vhere My. SQ -]usteB Carder Grade Edition., Enterprise FAbtion and/oE lAySQL St dard Edition are tieployed. If You obtain Oracle Sofmr :Update License&Support services for any servers where 1A'y'SQL Cm unity Etbtion as deployed,,then You must also purchase a ulbscmuption license for all ofsuch servers for which You have obit d Oracle Soft%rare Update License 8z Support services. You in obtain Oracle Softwrare Update License,23c Support services for e 1AySQ11L ConamunityEtbhon subscription licenses at any leve➢(e. . at the MySQL Cluster Cancer Guade Edition level.at the N SQL Enterprise Edition level and/m at the NfyS QL Standard FAbtion leve' At the end ofthespecified te2m,,You may renew Yo subs siphon,if avaalable7,at the then current Fees For the apphcable sulyscra on. If You choose not to renew Your subscrLptio .,Your right to use the Program(s)%i2l terminate and You must tie-anstall an apphe Ons,took,and binaries provadedtoYouturd the applicabVe non-Community Edition license(e.g.,the license fm MySQL Cluster ' naer Grade Etbhou, NfySQLFnteB-prise ditionana,'oYNfyS QL Sit tadaz-dEditionl If You do not renew a subs cription,You wall is t ceive any updates (including patch or subsequent versions)and You may also be subject to reinstatement fees if You later choose reactivate Yom mbscription Named U r Plus: is defined as an individual authorized by You to use the Programs which are installed on a sin seii,,er DE multiple eB-vers,,regm d2ess of whetheB the mdividual is son vely using the Programs at any given time. A non human operat tievace will b counted as a named user plus in addition to all mdividuals authorized to use the Programs,if such devices can acc s the cease�_Deftmdzns sand Flflei-vM-T I R S-US-ENG Page"7 of'- SERIAL 180233-RFP grams If mukip2exing li3rdware m softwaz e(e.g.,a TP monitor or a web server product)is used,,flus number must be measuii at multiplexing fm out end Automated batching;of data from computer to computer is peruntted. You are ri-isPonsible For emi nE that , �n3med user plus per processor mizumums are maintarned for the Progizurs confirmed in the user nimimum table the hcens� inlay section;the mizuinums table provides For the minimum niunbeB of named users plus required and all acrull u 2-srriust I be liven ""o multiplexing u 1h\n ''it e 3 "cen' ii be n lice Fm the purpo s of the followrig Prograur,,�� Configuration Nfana_pment Pack-for ApIplications,System Monitoring -ul for Non Chacle Databa , System Monitoring Plug-in For Non Otacle Nfiddlexire,, Management Pack for Non-Oracl fiddleware and i a NfanagementPac or WebCenter Suite,only the users of the Program that is being,managea'monitored are co ed for the purpose of tieteBuunmg then ber of Named U,ser Plus licenses required W I, , I ath respect to the folio g Progxams: Load Testing,,Load Testing DevelGpeB Edition,Load Testing Ac eB ator fm Web Services,, L T , Lead Testing AccelentoE Chacle Database,Load Testing Suite,fm Oracle Applications and Cracle est StarteB Kit For Utilities T -ill The considered as a�, al user and*shall be counted .,in (Load Testing),each enuil e humanuser and now,human o per ated tievnice sh. f. i t purpose oft for the p;Lup iete2muning e number ofNanaed User Plus licenses requiri-d Fm the purposes of the foULo,:,,-_,'P1, ,=s: Data Masking and Sub setting Pack,only the useB-s tie database seil,ers wheB e Masked 'm data or data subsets originate I e suited For the purpose of tietermining the inuumbeE or censer reqiured. d, ", mu I b For tile purposes of the follovnng Program, Applie motion l§fanageinent Sure fear Oracle -Business Suite,ApplicwtiGnManigeinent SiutefoE-PeopleSoft,,Application lianag_em: Suite for Saebel,,AppiLe-,tt.ionl�fana7.e ant Saute far JDEdiviz-dsEntei-pi-i-AO�ne,heal User Experience Insight and Application Repla. Pac:l,,alEuser:sof the respectii-em aged application Progiauu must be counted for the purpme oftieteBuirtung the number of license, -equired. Fm the purposes of the Fol2owing Program: Chacle dentate and Oracle IdenGate for fh_aCl)e ApPljCatjQnsL,,Only da)the users of the Oracle database from wluch You capture data an )the usersoft Chacle database where You will apply the data must be counted For the purpose of deterumung the numbeE of lice yes required Fm the purposes of the following Progxaui: Oracle Goltien e f Big,Data,only the users of the source Chacle or non Oracle database(s) or NoSQ.1.2-epositca-tes from wELch You capture dat st be counted for the purpose of tiete2miming the numbeE of licenses required. FoE any messaging systems fi-om wlucll yo a Lre data,every queue,"topac is counted as a user. FoE multiple source ciatabases.No SQL repositorres7,m messaging s..stems ll is e for all sources must be counted. Fm the purposes of the Fol2owing Pvogiaurs Oracle o uvnt"ate for N1 dame and Oracle GoldenGate fm TeBadsua,Replication Services,only(a)the users of the ciatabasie from wEL bu capture data an b)the urers of the database where You urill apply the data must be counted For the purpose of tietermining e number of licenses re unfired. Fm the purposes of the following Progiam: tJ cle GoldenGate fm Non fh-acle atabase only da) the users of the Non fh-acle database fi-om wluch You capture data and(b e users of the Non Oracle database eye You nrilE apply the data must be counted for the pm-pose of deteniuning the number licenses required. Fm the purposes ofthe following Pro zms Data Integrator Enterprise Edition and Data epator Enterprise Etbhon for fh-acle Application-,only the useBms that are g or accessing the data transformation processes tut be counted fm determining the number of Licenses required. F'OE the purposes of the follo Programs: fh-acle Mobile•Suite C lient.Runtime and[Mobile Appli tion Fritirework,only the end users of each Application[) eloped must The counted fm the purposes ofdeterunning the number of It rases required,regazd2essof the choice of the=wbi2ea, heation development tool or the fi-amework used to build the Application Da loped. FoE the purposes oft follon-mgProgram: Audit Vault and Database Firi_-wall,,ou2y user of the source xx, ch are piatected, monitored or audit must The counted for the purpose of deterumiang the number of licens es required. Fm the purpos of the following Program: Java SE Desktop Subscription,the term"server"refers to a tiesktop cot uter. Net-work ilce: is defined as the hardware andorsaftware whose prun3ry purpose anL to route aud Coutrol CoMMUjUCatjQ -between compute j orcompriternemork-s. Examples ofrieftrork devices conclude but are not limited to,routeBms,fin--waHs and tieruu, rkload balatic rS. ecrse�_Deftcadziis 2nd Fiflei-vD5_T I R S_US_EIvG Page 8 of' SERIAL 180233-RFP Nou Employee User -Externah is defined as an andividual,who is not Your einployee,,contractor or outsourcer,authorized Y to use the Prop,-ams whichm are slaUed on a single seii,,er or mu se ltiple ii,,ers,regardless of whether or not the indivad as actin y using the Program:.at any given time- Orqcle arcing Contract: as a contract between You and Oracle for one of OzacVe 7 s affiliates)that provades for pa, eats o,%,-eB time of so or aH of the sums due truder Your m der. Order Linc s efused as the totaV number of order entry line items proressed by the Program dining,a 12 mont nod. Multiple order entry line it ML may The entered as part of an individual customer order or quote and may a➢so The autom rally generated by the Orac➢e Con5gur om You may not exceed.the licensed numbeB offh-der Lines ciurmg;any 12 month per d uralless You acquire additional Ch-der Line " enses from Oracle. 1,0,00 Page Views: is de d as 1 00 Page Vaews per lAonth,where one Page View,means one Visit y a unique internet user to a particular-page on a welysi e. Partner Organizatiow is defin as an e-Aternil third party buismess entity that provicies - ne-addeal services an developing, marketing and selling Your produc . Depending,upon the type of indristry, partner m g a zations play t1ifferimt roles and are reco gm,zed by t1ifferent names such as seller.dr:13 ibutm,sagent,,dealer or broker. Person. is defined is Your employee m c -actor who a,actively working on beh7] of Yom organ,-ation of a former employee who has one m more benefit pllins manage by the system or continues to be p through the :system. For P2oject Resoua-ce wLO is scheduled,on.-,t prof ect. e total number of licenses needed,as to be based on the peak number of part-time and fiiH-time pe e whose records are record in the-system. 1abysic,i]'Serveri is defined as each physical sen eB o wrlrich the Pro ram, are=taHed. PIN Entry Device(PID); istiefulecl-,ts-,tneleetti-7onmiLcham- raredevic nt as used m a tiebat,credit or smart cm-cl-based transaction to accept and encrypt the cardholder's personal adentification Umbe PIN). Ported' u mber: as defined as the telephone number that end n retarn as they change fr o�m one service praiider to-,mother. This telephone number originally resides on a tellephorae switch an s -ed into the responsibility of another telephone svntch. POS C heuv as defamed as a device that is used,to recur a e:s transaction or related end-user firrictaonalit-such as w ati y part o�f a a orkston reporting„ cash management,, engagemen ta �e managemed m manager operations. If multiplexing hard ware or softurare.(e.g.,,a TP inarutoE or a websen-eB product s used„this number m t The measured at the multiplecang fr out end. For the purposes of the Oracle Haspftaliry trues cress POS and Device Client pam7a POS Spent as a guest access control method that includes,,but as not hunted to,,,tin tiles,,gates and swing door-s that are nnaged by the Program FoE each guest access control method,,both entrance and e, point-,must be counted For the purposes Fdeterranning the number of licenses required. Fm example,each trumstilemu be counted as twit}PC,S Chents tone for-e , e and one for e2at:). Processor: shall be defined as all ocessors,where the Oracle Programs are installed an ' r runarmg. Programs licensed on a processor b,xsrs may be accessed b.r our Likerarml users(mcliidmg agents and contractca-s')and b. — ur third party users. The number ofrequired licenses shall lie de : ined by multiplying the total number of cores of the processor la ^a core pnocessoE licensing f-,tetor specified on the fh-aclePmces- E Core Facto�r TabVe which can be accessealat ornicon cts. AHcoresora all multrcore chip"for each liceruied Pro in are to be aggregated before multiplying by the appropriate core pro ssm licensing factor and all fractions of a number are be rounded up to the next wholle number. When licensing Chacle Progra with Standard Edition 2, Standard EtInion One ° Standard Edition in the product name (wrth the excephon of WebC I enteB Ent rise Capture Standard Edition, lava SE Sul cmupton,2zva SE Support,Java SE Advanced,and 2ava SE Suite),,a processm as cc ed eqmvalent to an occupied socket;1i neveB,in the case of muki-chp modules,,each ship in the mulh-cbsp module is courted a-, e occupied socket. Fm example, ulticore chip based server with an Chacle Prroce:sso�r Core FactorofO.25 nrstaUed and/m runtimg the ropim(otheB than Standan EtImon One Programs m Standard Edition Programs)on 6 coresnou2d ri-quare 2 processor license s,(fi ultipliedby a core pro ssor licensing factm of 25 equals I 5G,which is then rounded up to the next whoVe number,,which as 2) 'sanother exampl amtLIticoye server for aL,,3rdA-,ireplatfoi-m neat:specified Lntlie0zacVeprocessorC!ore F'actoETali➢e mst:LlEed ands o ammig; I cease�_Deftaitizaaas 2nd Flflei-vM-T I R S-US-ENG Page 9 of'- SERIAL 180233-RFP e Program on 10 cores would requie 10 processm licenses(10 mukiphedby a core processom licensing,factor of 1.0 fm "All othe tica,re chip,"equals I U) Fm tLm urposes of the FoHowing Program: Oracle Healthcare Data RepDsitory7,only the processors on which Internet Ap cation Server erprre Edition and Healthcare Transaction Base Programs are installed anclim numing must The counted fm t purpose ofdete2mu g the number of licenses requued. Fm the purpor ofthe following Prop-ams: iSupport,iStore and Coufturatm,,only the pzocessors on wInch Int . et Application Sierver(Stanciazd ' Lion anaor Entexprise Edition)and the licensed Pro gram(e.g..a5uppoA7,a5tore anci!m C I onfi ztcrl are rumung, must be counted fbi e purpose of determining the number of licenses required fm the lic ensed Program;un -these licenses You may also install and, run the licensed Prop-am on the processors where a licensed Ozacle Database a and Etbhon and'or Enterprise Edition)as iu allied anaor nuirmig. Fm the purposes ofthe follo qgprograms, C!o�n�Epuationl�fanag_ement Pack,far Apph.cations,S;v:s;te NfomtoEingPlu@;,-mfbENon Oracle Databases,, System Ni ,toring Plug-in For Non Oracle lffidd2eware,, Management Pack i Non-Oracle Middleware and Management Pack- for WebC I ent Srute,only the processors on vvELch the Program that as The m3nagesimomtored are ru=g, must be counted fm the puirpose of eterinining,the number of licenses required. Fm the purposes ofthe folkwmg Progi Data NfIlking and Sdbsetftng Pack,,only th processors ninning the database servers where masked data or data subsets on ,na must be counted fm the purpose of deterini ng,the number of licenses required. F'OE the purposes of time following Programs, pheation Management Suite For Or le E-Business Suite,Application Management Suite For PeopleSoft, Application Management `mite fm Siebel,, Application N agement Suite for 31) Edwards Enterpris'e0rie, Application Management Pack-for Utilities and A cation Management Pack om Taxation and Policy management,all processors on which the midffieware ari&or datiblase:,,ofiaware mt support the respec ,e managecl application Prop im are running,must The counted For the puirpose of deterrimung the number of 1: ense:s required. Fm the purposes of the following Programs: Application play Pa and Real User Experience insight,,all processors on w[uch the midLUeware softnvire that supports the respective manage, pp ation Program are running must be counted fm the purpose of determining the number of licenses ri-iquired. Fm the puirposes of the Fol2ovarig Pro graur, informatica Pr erC I e x and PowerC I onnect Adapters,,and Application Adapter For W-,trebouL-,eBum2d,er for PeopleSoft,Oracle E-B;uL-,ine:ss Su 3 S�rebel,ja SAP,only the processor s)on wlucla.the tirget database as running must be counted fm the purpose of deterinnung e rumbeB of h nzes required Fm the puirposes of the fol2ovang Programs, Dat ritepator Enterprise Iron., Data Intep-atoE Enterpzise Edition For Oracle Application-,Data Integrator and Application Ad ter for Data Integration an PPILC31i0r.Adapters For Data integration,,only the processor(s)where the data t3insformation pro sse:s are executed must be coun 1 for the purpose oHetermsaing the numbeB of licenses require--d Fm the purposes of the follovaqg Pro ,a In-Nfemory Database Cache,,only the pros or-s on ninch the Tames Ten In-Nfemar� Database component of the III-Memm Datab,aze Cache Program is instaUed anaor n g must be counted For the purpose of determining the number of licenses ired. Fm the purposes of the folk , g Program: Oracle GoldenGate and Oracle GoldnGate For -acle Applications,, only (a) the processors running,the Oracle atabase fi-om which You capture data and(b,)the processors running e Ozacle database where You will apply the data must The ,punted for the purpose of detezimning the number of licenses required. Fm the puirposes of th ol2cvwing,Prop ims Oracle GoldenGate for N13111frame,and Ch-acle GoldenGate 'r Teradata Replication Services, only dal th.processors running the database from which You capture data and(b,) the processor running the datlb,aze where You will ap y the data must be counted fm the puirpose of detezimning the number of Licenses required. Fm the pru-por s of the following Pro gram: Oracle Golden ate for Non Oracle Database,only(a)the processors , ng,the non Chacledata, se fiomn,[Uch You capture data and fb)the processor-,running the non fh-acle database where You will ply the dara must be c ted fm the purpose of deterinining,the number of licenses required icease—Deftaidms 2nd Flflei—vM-T R R S—US—ENG page 10 Of, SERIAL 180233-RFP oE the purposes of the falloinng Programs: fh-acle GoltienGare Application Adapten,, only the processor,running the som acle m non Chacle capture data must be counted furor time ptirpose ofdetermining the numberoflice es req ed. FDE multiple source databases,all processors.for all sources must be counted. F'oE the -pose of the fol1oinng pm opams: Oracle Golden ate For Big Data,only the processors running the-source 02 e or non Chacleda me(s)or NoSQL repositories from winch you capture data must The counted for the purpose oftietemmarrin e number of licenses z uired. Fm any messaging systems fi-om winch you capture data,,every 25 queues4opics are counted a 7.ProcessoE. In the instaric of multiple source ciatabases.NoSQL repositmies,m messap I ngsystems, all processors For all ounces must The cotmted. FoE the purposes of fol2aiving Program: Audit Vault and Database Firianvii2, only the processors o tHrme sOLLYCeS Which are protected,,monitored or dLted must be counted for the pui-pose of determuring the numbei of licenses r aired., F'oE the purposes of the fol10 n Program: OracVe ATG Web Commerce Search,only the processors . winch quenes are processed mustbecounted YGudonot edto count processors onwinch the Propamis runmrig for urdex g,content in configured content sources as Vong as the Foregoang the only use of the Pro ram on all the processors installed out : venserver Proje,rl-. as defined as a scheduEed s e gate process plan in operation. Property- is defined as a loeation with a ngle physical.address. �G,0,000 Queries Per Day: is defined a, Ev hundred thousand queDies fiom m ght to the next midnight(e.g.,a day) to the production MD,EX en ire,rmludmg but not h ted to: text searches-,changes Facet(refinement); and page up,'dovm, tin-ough results (any text box query, change in Facet selle on, change an results vie d) Quenes that can be reasonabVy shanm to be generated via malicious intent,,such as Demal of S i, e attacks,are not c red agimst the number of'licensed queaies. You may also use the programs fornon-Product2onrises.mncludm butnot hmuedto ea,-elopment,,qtL,:Lht.vas,.LuanLe,and peB-foEmitncetesting. SMinRevenuc is clefined as one miHion US.Dollars m a mcome interest income and non interest mcome)before adjustments for expenses and taxes generated by You during a fiscaV year. 'SNfRe,i�enue'Uuder'k.E,q�nqg,ement: is.defined,as one mullion S oVlarin aVl mcome(interest income and non interest mcome) before adjustments for e7penses and taxes generated by YCv timing fiscaV year for the product Imes faE which the programs are used. Record: The Customer Hub 13,23 is a bundle that i ude:s two coinpOne , Siebel Univei-azl C I ustumeB NfaLter 13213,and OracVe C I ustomeD Data Hub. Fm the purposes of the Cu omer Hub 13,23 appheati , recorci is defined as the toti] nuinber of unique customer database rimmds stored m the Custom Hub 32B application(a.e.,s -ed in a component of Customer Hub 13,23). A customer ciatabase record as a unique bummes entity or company recorcl Winch i stored as an account For the Swbel UruversaV C I ustomeB MasteD 13213,product m as an orgy ation For the ChacVe Customer Data]Hu product- The C I ustomeD Hub 132C,is a bundle tL113 ziLludes two components,Siebel Universal Cm mer Masten 32C and Chacle Customer Data Hub Forthe purposes oftheCu mar Hub,132Capplication.,record rs defined as the to I number ofunique custamertiatabase records atom-ed in the Customer Hu 2C application(i.e., stored an a component of C I ustom Hub 132C1 A customer ciabbase record is a unique cunsmneB (i e. hysical person,)record,whrch is stored as a contact for the ebel.UnrversaV Customer MasteD product oi as a person 6br the z cle C ustomer Data Hub product The Product Hub is a b )e that mcVudes two components,, Siebel UmveByal Product NfasteT and -acle Product Information Management Data Hub oE the purposes of the P2 oduct Hub application.,record i:]L defined is the total - ber of unique product datib,ase records stor tine l3i-oduetH nub application(a.e.,stored in.acompDnentof product Hubl Apzo t database record as a unique product co neat or SKUstored in the NfTL_SYSTENf-FrIEMS bbVe vrA -a ll n active DE MaCbVe:statu, ad does not include any insstmee items '.e. *-star items)or organmzimon assipunents of the same item FoE the purpo= sof the C I ase Hub Propitir a record is defined as the total number of unique case ciatabase records sto .an the C!ase Hub Progra . A case database record is a unique request or issue requii-ing mvest3gation or service stored m S-CASE :ble vrLth an active or activestarus ease_Defiaidmu md 3 l l 9-US-ENG pmpi I I of' SERIAL 180233—RFP 'm the purposes of the Site Hub Program a record is defined as the total number of unique :site database records stored m th S—SITES—Bb tale of the Site Hub Program. A:s b:*site datime record is a unique:site(e.g.,an asset,,a building,part of a build g, (su a,astore or a franchise within astore,an ATNf,etc.D stored m the Site Hub Program. Fm the -opaurs listed above,please see the application licensing prerequisites as specafied in the Applications Lice g Table which mad e accessed at k) n� ok c .... � ��� g co: .. fm the grant and restrictions of the undeBEymg Oracle technology E .................I......... ............................ Fm the purpos of the OzacVe Data Rektrionslup Nfanageurent P2 opam,,a record as defined as the unique occumi-enc Fany business object or master to construct that You choose to manage wAlun the Program Records may descz ibe any nu Aber of enterprise information assets, minonly referred to as base members,mcVudmg but not hinted to cost zemerss,Vedger ac utits,VegaV entities, Orgaul-ations7,Prock ,vendors,assets, locations,regions or employees. Additionally,,a record may als e a summary object,, commonly refened to a a rollup member,tilzit either summatmes base member or describes hierarchic information associated with UndeBEying base me ems. Records repri--sent unique occuirrenLes and they do not mcVude any tiu canes m shared references that may be essential for ma, x data management purposes. Fm the pm-poses of the SupplieB fecycle Management and SuppheB Hub Programs,a record as fined a,a unique bursitiess entity or company record stored as Sup er in the AP—SUPPLIERS tabVe of the SuppheB Lifac, e Management and Supplier Hub Programs Fm the purposes ofthe Life Sciences Cust er Hub Program,,a record as defined as the bey ofunique customer database records stored m such Program A customer tiatabzu record is a unique physician(i.e.,physi perso�n)ti--coid which is stored as a contact for the Oracle Life Sciences C I ustomeB Hub Hsr gram.. 10,00 Records: is defined as I DOG cleansed recur (i e. rows)that are output , in a production ciata,flow of the Data Quality For Data Integrator Program. Registered User: is defured as an andivadural autho=ed You to use th -ograms winch are installed on a sizigle server or multiple seixers,,regard2ess of whether:the individual as actively us the Pro -ms at any given time. Registered Users shall be business partners and/m customers andshal].not be 17our employees. �6,0,'000 Request-,]d er Day. as defined a-,tiro hundred fifty t � ad reqriesrs from midnight to the next midnight(e.g.,a day:)ui the production systems. Requests that can The reasonzably s n to generated vaa malicious mtent,,such.as Denial of Seri-ice attacks,are not counted agarnst the number of licensed req sts. 7i'ou y aVso use the Pro-gram fm non-production uses,mch-Lding but not limited to developinern,quality assuitance,and ppe ommmmance test Fm the purposes of the Following Program ATG r Commerce,requests the ftill ATG pipeline at the&3TG DynzamoHmd2er :in the Set-vlet Pipeline made by web broiN,-Ars or s web service calls m the pr motion systems,mc8udmg,,but not limited to:JSP page requests: 3i ax.requests:REST service re s= SOAP senice requests we service calls by native mobile a heations,rich I pp front end applications m other integrated emit al systems must be counted For the use ofdetenruning the number oflicenses required. Fm the pm-poses of the folkvamg Progr :WebC I eineB Sites fm Oracle ATG Web Commer ,requests to the production WebCenter Sites orproduct2on WebCeineB Sites `z tel2ne Server Programs fm page m page fiagruents,JS age requests,,REST servic e requests,, SC AP sernee requests m web::*set e calls by browsers or extertial application must be Counte for the purpose of determinnig the number of licenses required. Fm the purposes of the foll. ,ng Propim: Endeca,Experience Nfanagger,requests at the production ':ssembler and Presentation API,ancluding,but not 1ru1, ed to:any page request For Experience Manager,any single submitted query r the Search Engine tent bo,x queries,se➢ectiori clisinges m facet selection),page requests by an application(e.g. ATG Web Co erce);direct requests from web browsers, , bservice call-,by native mobile applications,nch front end applications or other ante , ited exterssaV systems must be counted fo hepm-pose ofdaterrimung,the number ofhcense:s requiti--d RetA Reg ist i is definewd as any tiei-ice designed to record,arrypart ofasaves transaction. FoEpurpo s of the Oracle Retail Xstore Office Program,, the licensed quantity purchased must at a minimum be equal t m peater than th unber of Retail Re gisters on which the OracVe Retail Xstore Point of Sei-vace Program,as mstaUed and/m runtim . ,cease�_Deftmdzms Bud Flflei—vM-T R R S—US—ENG Page 12 of SERIAL 180233-RFP tail Stare,is defined as-,my location where I!-uR;cm m more people are enTloyed to geneBate revenue by selling goods and sel-L-ac to Lstomea.s. Retail 'ireless Deilce� is defitiedas atietacheddevace that accesses the Program. Exatuplesot7wii-eless devices mcVud utare not limit to,scanners,RIF tievaces,PDA:s. Revenue Ce; r- as defined as a logical repOrting,as configured within a Location. Foi example,,a restaurant that - eps its reports and configurati sepaz ate fi-our its baz and it,room service woukl require 3 Rev-enue C!entei licenses(one for the r ataurant,,one fm the bar and one fc, -oom service) Re,ettqNe,t P'xrtner terface Pvocessea,y'' (PIP a,�',ji are defined is business processes between trading rmers Preconfiguzed systerri-to-system 'CNfL- ased, dialogs for the relevant E-Business Suite Application(s) are provided ach preconfigmed PIP mcVudesabusinessdo,-Lun t with the vocabulary and a buarness process with the choreopaphy of the essagedialog. Rule Set- is defined as a data i es file containing,content for a given country m orcleB to perform ata quality Functions optinnized for that countiT Seri-er: is defined is the computer o mmprich,the Programs are installed A Server license o7vs You to use the hcensed Prograin on a single specified computeB. Fm the purposes of Acme Packet Propaur, Seiier in a virtual environment as de ' d as a virtual machine nnage. Senice Order Line: is defined as the total mun x of sen-ice order entry line i ins processed.by the Program during a 12 month period Multiple service ordei entry line reUIL ma. be entered as part of an i vxiuxV custonwrser-rice m der ca quote. You may not exceed the licensed numbea of Serxuce Ordea s druing any 12 mo, peatod uiilless You icquue additional Service Order Line licenses from Oracle. 1,0,00 Sites. is defined as one thousand unique:sites added Nfulti-,"to Quotes created during,a 12 month period Sites added to Nfuki-Site Quotes are listed as records m the Site Characte i " s V w and the Billing Group View of a Nfulh-Site Quote. A Site record is uniquely defined by in Seyvice Account and Service t fields. A single Site (as defined by its Seii-ice Account and Service Point fields SAe)that as added to multiple Nlulti-Site ' t, created during a 12-itionthperiod shall be only counted once. Sochev is defined as a slot that houses a chip(or a multi- ipmodii2e, at contains a col2ect3on of one m more cores. Reg3rd2ess of the number a f core-,�each chip(oi multi-chip mnodulet s all count as,a, Ele 5oc.ket. All accupaedsockets on which the Program is installed andor running must be licensed. Oracle S-olaris Pretuier Subscription for Non- racle Hardti-xre per soChe is defined is the right to use the fh-acle Fjolazis Programs (as defined below) on Llmdware no ufactured by or For Sun/fh- e, and to receive Oracle Pretiner Support for Operating Systems services (limited to the -acle Solaria Programs;;), for the terni ecified in the ordering document. "fh-acle SolarisPropauts"refers to the fh-acle Sohn operating system and the sepmately licerm d,flaird party technology(as defined below). The Oracle Solins Programs may co in third party technoVogy. O:ricVe may pro de cezraun notice-, to You in Program Documentation,"readme" files m the stallation details in connection with such thu-d pa technology. Tlurd party technoVopy wall.be Licensed to You ertheB under :terms of the agreement,m if specified in the Prop,-.am Dcumentation.,"readme"ffies,or the installation detail-,.,under separate icense terms("aeparate teriunL")and not under the terms of ap eement("separately licensed third party technolory"). Yourt is to use such:separatelv licensed third patty technology under t :separate teriunL are not riastracted in any way by the agreement. L Oracle Solliras Programs may include oybedisbilbritL,dvnthcertain pain ately licensed coruponents that are part ofJava SE("Ja SE"). Java SE and all components associated with it are licensed to You der the terms ofthe Oracle Bni3ry C I Ode License AfL inent:for the Java SF Platfonn Products,and not under the agreement. Acopy f the OiacleBuilt-Kode License Ayri_-eruent for :Java SE Pktrfomi Products canbe found at�a:-,,,na,-cka��Ie :am co kmnc-�. ........................................................................ This subscription arat2able only favor a ser%-eB that is certified by Chicle and listed on the Hardware Compatr i7y List flic'L)at )"n"rx'c"H: . :011A�x-e��Yfb1'3�'e� lb��fldCX YOU must obtain a subscription license for each s -et in thesen-eB. ....................................... .................. The subscrip term as effective upon the effecbve date ofthe subscription ordering document.unless otherwas wtated in Your orcleB in,-,do- ent. If Youu order 7vas pktced flM ough the Ch acle Store,then the effective date as the date Your order as accepted by Oracle Oracle Premier Su port for Operating,System ser-rices are provided Linder the applicable teclanical supxpont olicies:in eifect a e titue the services are provided. At the end of the specified te2m,You may renew Youz subscription.,if 31'alla ,at the then -rimt fees for this subscz iption ,cense-Definnizus end Fiflei-vD5_T R R S_US_Ell.G Page 13 of' SERIAL 180233-RFP 'worm order,specifies"I-4 ocher seiwer"then Ycvu may only use tine subscription on a server with not inore than 4 sockets Y -older:specrfie,"S+so-eket seiwer"then You May Use the subscription for servers math any number of sockets Sgorei defined as a physical store locatiogs winch sells goods or services that utilise one Point-of-Sale(POS)system. if a ysical siorellocz n has multiple POS:sy3tenis,then each POS systeramust be counted is a Store. S I pe tape dream; iisde ' ed as a coneugrent backup or resiorejob to a'tape. For tar gets(whichivou beaphysical tape Ali ive(e.g,. MOOD or LTO 6)or a vartual tape drive),each configured tape drive VrA11111 the Oracle Swum ickup doinum must be counted f deterassimagg tire igunribea of heenses required For-disk targets,each coneLuTentjob define per I-acle Secure B ickup disk pool ua t be counted for detergirming the augaigbeg: of liceires required. Foy Cloud based tame utri-ang the Oracle Secure Backup Cloud dklle,each parallel Reco-ver.y Manager lMfAN)channel must be counted for de: rumruug the number of licenses req'iggred S ub- 7 wriberi rsslefinedas(a working telephone number for all wirelirge dei,ice-, fb)a portable h set or paging device that Los been actri-ated by You,for wnel s communications and paging:(c)aresidexgtial chop or argongesi satral device serviced by a cable pro,,-ader-4Dr,(d)ahy,eco,nneLztedu h-ymeter. T[letotal nuniberof Subscribers as equal to the a , e6-,ate4Dfal2 types ofSuLbsczilbers. If Your business is not defined th as each U.S.$1,00 increment , ,' ras:Lta'p .,-u3l33-y definition tion of Subscriber lbove,,Subscriber as of Your gross aggngua�n-..' re :: to the SEC in Your annual report or the equavale accounting or reporting document- I Suite. is defined,as all the firtzsciorgal so:ftxR e components desczilbed:mtLie product ti umentation. I Suir Ra7�Device: is defined as the Sun Ray co ter on 7viumch the Program ist' ME, System. is defined as a single configuration en-, -D ent- Test,,,productio.n nd development configurations are considered three separate systems that mrrt each The licensed. Tape Dgrivc is defined,is mezlianrzxl devices used to sequ trally wa-L ,read and restore data from magnetic tape media. TypLcziUy used,,but not limited to, data protection and archival purpo s, tap rives are deployed erthea a,istandalone ugnt,s) cr housed within a robotic tape library. Examples of tape drive irgclucle b errot limited to,Linear Tape Open=O),Digital Linear Tape (DLT),Advanced Intelligent Typ�e(AIT),Q.martea-Inch ClittrLd, QIQ,Digital Audio Tape (DDT'),and Sinni Hlelicll Scan, For C1011d based backups,Chacle counts each parallel,--tream or R . Manager(FM UT)channel is equivalent to,a tape drive Tape Library Sloan as defined as a phy-,ical slot locatio flign a tape 2 ar.y where each slot accepts a single tape cartridge. Technical Support For purposes of the ordering document,technical ipport consists of agrnual t hnic7l support services You,unary have orclexed fog the Pi-op-ams. If ordered,,annual technical supp (anrluding First year and MH sub uLtityears)is prmided under Orscle's techxggcxl support policies in effect at the time the sere es are pm-ricied. The technical supp rt policies,incorporated in fligs agreement,,are Bulb ect to,changL at rh-acle's di,creno a.ho ver,Oracle policy cLumges will not resu 3 MtM-1,1l reduction in the level of,,ervices provided for supported Progr-ams during e period for which fees for technical suppo E-4-ve been paid You Should review the policies prior to entering into the ordei g document for the applicable services Youn2ay cess the cruient version of tine ter urica.1 support Policies at[..Etti 0 R C.ID CN�"..Jll onfta:t: ................................. — Technical support as effactr.,-e ur n the effective date of the or derurg ciocuirgent unless otheervmnse ated in Your order If Your order was placed through the Chacl tore,,the effective date as the date Your order was accepted by Gra e. Soffivare Update Licens Support(or any successor technical support offering to Software Update L ense& Support,"SULS") acquired with Yarn or -mxy be renewed annuaVly and,rf You renew SULS for the same number of hcens ,for the same Prop=7, for the first and:seco renewal years the Fee for SULS,wall not increase lov more than 4%over the prior ve "s fees If Your order isfu2fiHedbyam ber of Oracle's partner pro gram,the fee for SULS For the first renewal veaz will The the pi e quoted toY[xuby Your partner;t Fee for SULS For the second renewal veaz will not increase by more than 4%over the prior ye 's Fees If You dec, e to purchase technical support for my license nadurg a license set,You are required to purchase techn al support at the same vel For aU licenses within that license set. You may desupport asubset of licenses in a license set onliv if u agree to teimin that sulbsetof licenses The technical support fees for the remigning hcense:swiUlbepi-Lcedinaccordance au-nth th echnical supp policies gas effect at the time of ternignation. Oracle's license set definition is available in the cuuTent technical upport acense-Definstizas omd FAilei-v05-TV E G-US-El,vG Page 14 o:: " SERIAL 180233-RFP olicies If You decade not to purchase technical support,You may not update anvunsupported Prop=licenses with ne'xversi S 0 e P20&13m. Telep one N umber: as defined as each unique te➢ephone numbe2 fm whIcu the billing,information is mana ged oE displa d using the PIG , ,regarsUess of the nwnbez of indi%idual account holde2c associated vrith such teVephone numbers. Ter yte: adefimned as a terab�to of computer stowage space tired lby a stomage filer eqtLalfo one t3-ilhonbites. SB ' 'oh]Ass, -, is defined as one billion U S &Uarss o,f Your latest published oi inteinally available "T al Asset Value'as disclosed in Youur a Trxiuieea is defined as employee,contractor. student or of persan who as being recorded by the Pr -am Transainionm is defined as ch set of interactions that is Initiated by an application user recorded b racle Enterprise TM Tana gem to capture avadabiliry and perfoa once met3-ics wised inn c�:Llculatmg:set-%,-icelevels For example,the f' owing set of inte2actions'aould zepre sent anetransaction login,, arch,cuntatner Vag out. Tranmicrion Service-,Chen 1: as de, d as a dev-ice that is used to receive data fi-oLn an ext nil source to record a sales t3amaction (e.g.,a device in a caffeeshop that is u by c ustomei-s to enter their sandunch m de.r-,). midriplezm.-hardnare or software(e.g. a TP monitor m a web server product),is u dl,this number must be mea-nu-ed at them plexing,Front end For the purposes of the ChacVe Hospitality Sna evices that are used to send propetty oz revenue center config-un-ation to in externa- source mustib aumtedas Tian n.action S,ei-vae Hems. wants to display menu item Information(e.g.,pri ,name,,etc.),on a menu I art,behind the counter and the menu board sy:;tem requests that a dei-Ice provides a list of the menu ate and p2ices that are a LI-Ltble far piu-cLi3-,e,[Lien that dem,-ice must beVicensed as Transaction Seiiices Chemt. UPKI)eveloper: is defined a:sanandn,-iduzl-,tutLio��rizedby7 utous programs which are installed on asingle server or multiple servers,,regardless of 7rhetheB the andi-vadual is actively using t grams at any given time. UPK Die,.,ellopei-s may create,mwififi�,, vsew and interact withsiniulations and documentation UPK Modulc is defined as the fimetiorualsoffivare caurpa nt dese bed in the product documentation. Video'"'rapper: as defined as a statidardIzzed contai that am as a system fbi video,asset instalEed per site. anamples of video wuippeB fonnats anLlude Y.F.G INEXF,OPIA,A ,Qiuckhme and U!, Wireless hxudsLl: is defined as a mobile so , icttio�n-,deu,-ice:such a-,am. rie telephone,PDA,or paging tievice,,that has as primary FunLtions wu-eless voice communEcara I s and data services provided thro a ser�-ice pz ovitier. 117orkstatiow is defined as the client cot uter fi-om which the Prop-arms are hem,a eared,regardless of where the Program is Installed. Term Designation 1,:,3, 4, 4 Year Terinsi A gram license speci6ang a I.2. 3,4 m 5 Year Term shall co, ce on the of date of the orcleB and shall continue for specified period. At the end of thespecifieil period the Program lice se shall terminate. ,cease-Defuutiom md F:u]e-,-vM 3 V V S-US-ENG page 15 of' SERIAL 180233-RFP 'Nceusing Rule-,for Oracle Technology Programs and Oracle Business Intelligence Applications Fa. over. Subj ect to the conditions that follow below,Yom heense for the Pxogxanas listed on the US Oracle Technology Price' st., whic may be iccessed at r run the h .wed w7UIX OT2C.P'ZOYUCR J.'�COL]22� n�:e [L��,uu:lex hn:oJ,includes the right to run the h ...................................................................... ..................................................... F�rogra 's)an an unlicensed spare computer in 7,failover environinent for up to a toli of ten Separate days in any given I endar year(for mple7,if a farlover node as down for two hours on Tuesday and three h=s on FrLd3y,It counts IS M'G days). e abo'%-e ri&only a lies when number ofmachines.are arranged in a clunteT and share one risk anzy. When the primary n e fails,the faLoveB node cts as the primary node.. Omce the prunary node is repaired,,You must svarch back to the prunaryn e. Ome the faLo,,'eL:pe,-,r,is at s exceeded ten days, the failever node must be licensed. In addition, only one faaloveT no pen cloistered en,_._o 'It chai-ge for up to,ten sepal ate clays even if multiple nodes are configured as failoxer Da"'Mt e for maintenance purposes counts tow, - s the ten separate days limitation. When licensing,options an a fai2oveB ens irownent,t :options must match. the number of licenses the associated database. Aciditionally,n1len licensing by Named User Plus,,the us rmrmmimmmu ms are wait on one fiflover node oril, Any use beyond the right granted in this section must be licensed sepamtely. a fulm-eB envuonment, the same license metric rou be used for the production and fallOVET nodes when licensing,a given cVus red configuration.,. Testing. F'oE the pumi-pose o�fte g physical copies of back-ups,Your license fin-the Oracle Dilib, ]]Enterprise Edition,Stanclaz d Edition or Standard Edaicai One) lodes the right to run the datibaseon an unlicensed computer orupto foun-times.,not exceechng 2diys per.te-�ting,!man3rg,i%,-err cal d3ryeir. The aforementioned right daces not cover any 2 data recovei7,-method -such a, remote mirroring-where the Oracle P pam binary files are copied or-.,ymLhronrzad. You are respowible for ensuring thn i th allowing restrictiousare uot violated. • Oracle Database StandardEdmon 2 may, o Ibeheemsedon:setn,�eB�drat LLiv ami 3aLuum capacity o f2so-2ke.ts 11.9ienused with O!ricVeReiV Apphcitaon Clusters,,Ch-acle ;itab,ae Standard Edition2 yo!nlvbelicen,;edo!nami,,4:imumof2one-socket ser%'er-S In addition,notwithstanding any,pro v ran in You Ch-aclelice e agreement to the contrary,each Oracle Database Standard Edition 2 database may use I I mum f 16,CPU tiltime..reads „any he. When used with Oracle ReaV Applicabon Im la Custer-,,each fh-acle Database Standard Edition 2 abase may use Maximum of 8 C PU threads per instance at any tune. IF You purchase Named 1_:ze2 Plus l'1llPP)lrcemes,,You i Imainta -,t muLumumoflO',;LP per:-,et,.,-eB. • If you are licensing the Ch-acVe database Prap Lim,you ni . no4cc se or permit reverse engineering(unless required by law for mteB qperabi2ity),dismsembly or cieconipilation of ciata Fbi ate cluded inn orproduLeedbytLLatPzopam,tLieforegcvLng �mclude:s-,tpzoLubit2onon reverse engmeeL-Lngo�fcode,data,s ctLu-es,file fiDE=ts nor memoir fo�rmat:s included moEproduced by that Program or-use of any tools or products,that have en r ived from the reveTse engineering of that Program or tho re data forinats. • Exadati Database In-Ndemory may only be wed on adata Datab, , Ndaclimez and fh,-aclje Superclusters. • Exadata Nfulfitemant may only The used on Exadata atabaseNfachines nd Oracle SupeBclusters. • WebLogic Servo Standard Edition does not ine de"WebLcgic Server -1 stering- • Business intelligence Standard Edition One ca ,on y The heensed an servers at have the abahAy to run a mnumum of 2 Sockets The ditasoui-ces for BI Server and B1 Pub] rare limited to themcluded , c le Standard Edition One,,one other database., and any number of flat file Sources such C I SV, and;AILS. You may use 01 Ee Warehouse Buikex Core ETL to pull data fi-orri any number of data sources but Y must use only the included Oracle Stan - Edition time ass tLietizgetdatabase. • Informa tici PowlerCenter and Power ' nnect Adapters may not The used on a standal e basis or as a standalone ETL tool. The Informatici PowerCenter and Pon, -"onnect Adapters may The used pith any data s -ce provided the target(s) are: fi)the Oracle-Business Inte1Eence ap Catl-DnS Programs(excluding Hyperion Enterprise Pei rinance Nfanagement Apphcations)7, (H)the underlyingplatforms o v 'ch the fh-acle,Business InteHigence Extended Edition PE am.Oracle B;usniess intelligence Standard Edition One m as crated components of those Business intelligence application Programs run, Or(no astaging database for any of the fo, going. Infonnatica,PowerCenteB and PonnerCounect Adapter-s mx. Iso be used where the Oracle Bunaness Intelligence a- cations Programs(excluding Hyperion Enterprise Performime Mena meat Applications) are the scam-ce and non-Orac Business Intelligence application Programs are the target,provided,that m s do not use Informatica Pow,erC enter andP erConnectAdapters tatransform the data. • With respect to t Java SE Advanced and Java SE Suite Program-,You may not create,modify,or cha , the behaiior of or authorize You users to create,, modify m change the behaviour of classes,, interface-, or subpackages at are in any way identified as' ava","jaraic"",sun"ox`ol-ac,le`Or-,way Variation of the aforementioned naming conventions. :installatio'n and auto-upda :processes for these Prograins transmit a Innited amount of data to Chacle for its Service pzo,.-i , ) about those r cesses to help Oracle understand and optninze them. Chacle does mot associate the data nitlipersonal. adentifiabde MfOl non. YOU Can find More.1121`01-1123hon aboun the data OricVe col3ects c,,kaje •an� . Addition Copyright ............................................................. non sand license terms applicable to pce-tions of the Programs are set forth at hr .......................................................................... cease-DeftaLbMs Md Page 14 of, SERIAL 180233-RFP rograms that contain "for Oracle Applications"an the Prcp am name are hmited une Programs. These lamated use Prcgra" an ,only be ursecl with"eligible"Oracle application Programs that contain the fbl2onang,prefixes an the hogram name: Or cle FUr.LL 1, rh-acle Communicitiorr,*, Gaacle Documak-ei,fh-acle Endeca*7, Chacle Knowledge, Oracle Media,, Chacle all,*' 7, fh-acl nterpi-i:,eT=tlon�,Chacle Tax.,fJTacleUr 2ite,,*,ChaeleF�Lnancai2Sexvices:*,fJTacleFLE.'i.C,UBE,,Oric,le I veleu, fh-acle etas,fh-acle Healthcare*,,fh-acle Health Sciences,Ozade Argus,Chacle Legal,,Oracle Insurance,,Oracle I mzwe2a, fh,acle FHo italitY,Oracle XBFi,,and fhacle Relate. For those prefixes desigmited above with a"*"not all I'logr s-with that prefix are e file for use wrath the "Fur fh-acle Applications" lannted use Programs. For a list of excluded P gmaurs please review the Ap icitions Licensing Table,whzch:mzv The accessed it 1 ,C'c :an Notarnh; riding anything ........................................................................ above,Oracle B, iness Intelligence Suite Extended Edition for Chacle Applications may only be used wi "eligible"Oracle applacation Progrz tLLatcontaan"fh-acle Fusion Hum3nClzpLt:LIM-,tni7-ement"as apz-efi-.4.indiL-P2-Gg3a name provided that the Oracle Fusion Hi an Capital Nf anagement Pro graur,are the only P2 op ams configured to ram age at the database instance fh-acle Bxrsiness Intelli nce Srute Foundation Edition fm fh-acle Applications may also be use nth the Oracle Product Information Management 'riah-tics,Fusion Edition,Chacle Customer 17ataNIM-47getrierat Analytic-,Fusion Edition and Chacle Ptoduct LifecycleArialytics rograins. fh-acle Business Intelligence Suite Foundation Edition f -acle Applications may a ko be used with the following - grams provided that the fh-acle Fusion Applications are the y data sounce: Oracle Sales Analytacs,Fusion Edition; Ora Partner Araalytacs,,Fusio�n Edition;Oracle Supply Chain Ch-der Nfanagement:Analytics; Ch-acle Financial Analytics,Fusao, dition;Chacle Procurement and Spend,krail,,tcs,Fus n Edition;47JTac�leHum3nResource:s Analyncs,Fusion Edition and Ora& -ojectAnxhlics .any use ofinarated use hogra s contartaing'for Oracle Applications' by other fh-acle applications m drud p ty applications as not pe2murted. fh-acle BPEL Process Manager Option m fh-acle Applications may be used o, to enable business processes, wmkflow interactions and approvals within eligible iacle Applications. Workflow ante .coons between eirpble fhacle Applications and,,other fh-acle Applications or t1md pat . plications are allowed as Ion s they ai-e enable&caaratiated within the eligible fh-acle Application-,. Business Processes de d in BPEL are allowed is irg is at least one of the ser.-icesruvokedfioun within the Business Process access an eligible 0 le Application either ively(via Web,Services)or via an adapter Ch-acle Business Intelligence Suite Foundation Ech' n for Oracle Appl ations maybe used only to peiform query,,reportang, and analysis agam-A a transaction database,data wat arse or an Ebase OLAP cube if: (() the transaction database is an an ra - database it F a A.,of an eligible Oracle Applications eligible Oracle Applicatiom harnaction t self e. in whole or in pair., transaction database,without transforranation(quLry,,repel g 2 analysis against a transaction database that is not an eligible fh-acle Applications hansactaon database requires a frill rise c se of f)h-acle Business intelligence Suite Foundation Edition),"m (ii)the data warehouse is a pre-packaged eligible fh-acle ` ications data warehouse,with-any customizations necessary to reflect customizations nude an the eligible Oracle Applic ons, d restricted only to the eligible Oracle AppIrcationssounces -y,,reporting,and analysis agamst the are ware use daaurn from source systems notsupportecl by the pre- (quei extefasaGns to packaged data warehouses require a fuH use license f Oracle Bus i ess; Intelligence Suite Foundation Edition); m (Lii)the dimensions of each Essbase OLAP Cube are sou re from eligible Ch n e Applications. • fh-acle WebLo gric Suite for fh-acle Applications y be used only as an bedded runtime fors eligible O�ricle Application:m to deploy custom6=ioras to an eligible fh-ac : Application. The Web gic global dat3soua-ce or one of the WebLogic appheationtiat.isource:s mu-tbeconfi,.-iu-edt access the sclaema of an elLpbl fJmacle Application. • Data Integrator Enterprise Edition foi Ora Applications may only be used wi the Oracle supplied data intep-ation jobs and customization of the supplied jobs as all red. For the avoidance of doubt,,examnp s of uses that are not permitted araclude,,but are not limited to,the6bUotring: ad g new jobs that support different ipplicatio . new schtrax-,oz previowly unsupported application modules. • Ch-acle SOA Suite for Oricle Ap ications may be used only to enable arit n,bu- SS processes„work-flow interaction-, Pp e Par`:n I and approvals within eligible cle A heations Workflow interactions between eligible tacle Apphcations and other non. eligible 0racleApplications r ffirad panty applicatiorr,are allowed a-, long as they are eat 2 initiated oEterrarmateclunthan eligible CTacleAppheatio Usa,,eofSOA composites(anch-Lclmgbut not hmitedtoRtLIe:s,lM'fe ator,,XSLT transforms.,BPEL processes,Spring compo nts,Workflow services aradfJWal secuarrty pohcies)asal2owed as Ion , :sat least one oFtLie:set-%ice:s invoked from walun e composite accesses an eligible Oracle Application either natively(via We , rvaces)m via an adapter and the invocation fr art of'a flow,that as either initiated or teraramated within eligible fh'acle ApplIcat Ms fh-acle Service Bus (OSB)usage as a wed as long as each service depicryed accesses an elrpble Oracle Appheatio.ei 2 natively(vaa Web sen,-ices)or uia adapter. oracle WebC' ter Portal fir Chacle Applications may be used only to surface eligible Chacle Applica, n(s) and custom application collectively,, "eligible applications"). Suafacung any third-party apphcations,including other a licatio�n, fiour fh-acle,rr iures a license for fh-acle WebCemez Portal. Multiple ehzible applications.may besurficed an a single rtzI instance pro,%,-] , that a WebCenter Portal for Oracle Applications license exists'.for each eligible -application surficed the portal. Web enter Portal'.for Oracle Application-, may The rased to integrate the various WeKentersen-ices$e.g.,wakis, g",7,and di, ssions) into an application context, as well as, to budd out custom woikflows and notifications),between the rgible placation and WeKeciter Portal component-, The content arinaggetuent features ofthe Ch-acle WebCeme2 Portal for -acle cease�_Deftmtioais 2nd FAa]ei_vD5_TR RS-US-ENG Page 17 of"- SERIAL 180233-RFP pheahorus Program may be used to store and manage documents created outside of the eligible applicabonprovuded that st: ti unients are related to the eligible application or to the application contect. fh-a :WebC I emeB Imaging fm Oracle Applications,may be used to create and modify nuaging seat clues,to modify pri-i-pa, aged ima gi application document types, and to create and modifY input mappings to imaging applications. Oracle W CemeB Imaging r Chacle Applications may also be used to invoke web sei-vice application programming interfaces ( 7s) from fh-acle Ap cation%,m Hows. A license fm WebC I enter Imaging for Chaele ApplLeationsL as rearmed to tiefine n document types Mworl-flow'17, and to invoke Is from custom wo�rliflows or custom application rmeyratjo�LUL. L -P I P e e p 0 ap plication t • Ch-acle Identitva, Access NfanaffemLnt Suite Plus for Chacle Applications my be used onEy to perform a, ociated action-,for )i uses sers of and vrLtEm e eligible Oracle Applications. The Prop-ams may be used to do the foHowng� add7,tielete.moE6-� ara" and manage user i6en ies and roles in the eligible Oracle Applications;(;2)provicie web access I ement and siqgEesigai- on into eligible COhi oracle ' licatiorss7(3)provide data storage or vutualizatiors to data storage ofuset entities and user identity in relatecl information oE au tatication and authorization policies for eligible Oricle Applications7 provade federated single sign-oastoehgableOracleA ljeanonsL. k C. • Oracle Coherimce Enterprre ration fm Oracle Appneations may only be used within the s, e:Java Virtual Machine as the Or ac P le 01 eligible Chacle\ApplLcation co, nents. • fh-acle GoldenGate for Oracle App cationsL may only The aired nath the fhaclesupplied epatio�njobs. Ctrstumusation of the fh-acle -supplied nategiation jobs is owed if necessitated by (() cmtonamtrons of e source application ca of the target application or(it)foE perfortn3rice rL ,ofthe GoldenGate configuration. Chacle ' IdenGate For Oracle Applications may not be used(i)for data replication to non- racle databases oz(it)by other Oracle a JLCJuoucL or(in)by tEu-d party applications For any i7ype oftiata,natep ation or replicatio urposes. Fm the avoicianLe of tiou ,examples of other uses that are not permitted include,but are not limited to,the foHowng heating,data to non-Oracle abases(including NlySQ.,L),adding new source m target schemas,adding uns:uppmted applicati modu2es to source DE tar t schemas,supporting other replication topologies (e.g.,active-ictive m multi,-mastei)or adding anyt ng not supplied by 0 z cle. • The license fm the Hyperion Planning Ph-Ls Progr includes 3, Mini Lne license for the fh-acle Essbase Plus,Hyperion Financial Reporting, and H`YPerion Web Analysis Fho =s. Such inrited use license means that the Oracle Essbase Plus, Hyperion Financial Reporting and Hyperion Web Ana 'Sll Pro in" mav only The used to access Aiata, fi-om the Hyperion Planning Plus Program. The Or-azzle Data Integrator for cle usmess intelligence Program may The used to load data fi-om any data source prork-Lded that the target database as the]Hyper Panning Plus Prop-am. Specifically,the Oracle Essbase Plus Program cannot be used to create Essbase cubes that do not o am ciata,used by the Hyperion Planning Plus Progiam and the Aggregate Stoz age option component of the OB icle Essba- Ph-Ls agrim may not be used. • The license for the Hyperion Profitability and Cost ost Ma, gement Pr am includes a limited use license For the Chacle Es-base Ph-L-,,,Hypenon Financial Reporting,,Hyperion Web nalysis an'd Or le Data Integrator for Business Intelligence Progiams. Such Limited use license means that the Chacle Ess se Plus,Hyperion F-p ]Hyperion 3ircial orting,Hyperion Web Anz&srs and Oracle Data Integrator for Business Intelligence Ptogra s may only be used to cess;data fi-orn the Hyperion Profitability and Cost Nfanagement Program. SpecaficaUy,the Grail ssbaze Plus Progiam cannot e used to create Essbase cubes that do not contain data used by the Hyperion Profitability an !ost Management Prop,=and Aggregate Storage option component of the fh-acle Essbase Plus Prop-am may not The " ed If You purchase Narmed User Plus fice ses for the Programs listed below, You ini t maintiiu :F Narned.Users Plus per Processor: ■ Oracle Database FaAeB t Edition ■ NoSQL Database FlAeB . se Edition ■ Times Ten In-Memoa Database ■ Rdb,Enterprise E on ■ CODASYL DB ■ Data Integrate taterprise Edition ■ GoldenGat ■ GoIdenG e far don Chacle Database ■ Gold: ate for Maanfi-ame ■ of : Gate Veridata ■ enGate for Teradsta Replication Services ■ IdenGate for Big Data ■ GoIderiGate Fomidation Suite Data Integrator Enterprise Edition for Ch ade Applications acense-Deficitizus and FAflei-vM-T I I S-US-ENG Page IS of"23 SERIAL 180233-RFP ■ GoldenGate for OzacVe Applications Endeci Discovei-y Fouindation for OmcVe Apphcations If You p ^cha,se Named User Plus ficewes for the Progrxms H,sled below, You must 3mainnin 10 Nxined Users P LS P,el' Processor: ■ Java UR-ince,d ■ Jana SE I Lte ■ WebLGgic, rver Standard Edit ion ■ WebLGgic Sai r Enterprise Etbhon ■ WebLGgic Suite ■ Web TaeB ■ Coherence Stand3rd ditronOue Cohei-ence EnterprLse tiou ■ Coherence Grid Edition ■ TGpLink and Application D -ellqpment Framework ■ GVa-,-,Fish Sener. ■ IutemetApph cation SeneB Stan rdEdition* ■ h2temei Appheation Ser%-eB Enterp.1'e Edition:* ■ API Gateway ■ B PEI Pi-ocess 1A aniger ■ WebLogic IntLpition ■ Seivice Registry ■ Enterprise Repository ■ Forms and Repoa*s Managed FL2e T�ransfeB ■ Tuxedo ■ Event Processing ■ SOA Suite for Non Chicle Middleware ■ Unified Business Process Management Sulte fm No racVe Ldffieware ■ Business Process Management.Standard Ethtio ■ Appheation Adaptems ■ Oracle E-Bxisoness Suite Adapter ■ Iulegration Adapter for SAP R,3 ■ Integration Adapter for JD,Edwards Wor Integration Adapter for Swbel ■ Cloud Adiplers ■ B213,fo�r RosettaNet ■ B213,For F-DI ■ Healthcare Atiapter ■ B213,for ebxNIL ■ WebClentem Suite Plus ■ WebCenteB Portal ■ WebCenteB Conte ■ WebCenteB Sites ■ WebCenteB Si Satellite Seii,,er ■ WebClentem vem-il Content 14 anagement ■ WebCent imagmg ■ 'WebCe eB FOrU3nL Recognition ■ Web ienteB Enterprise Caphule 6, W ClenteB Disti-ibuted Capture ■ ebCentem Real-Time C ollaboratim ■ WebCenteB Sites Nfobi2e Option Enterprise Identity Services Smite icense-Defitudems Bread;'Flflei-vM-T R R S-US-Ell.G Page 19 of"2 SERIAL 180233-RFP Identit"Gov,erriance Suite ■ Access lAanagemeau Suite Plus ■ I tlements Sen-ey ■ E tlements Sen-ey Security Module Bee we:Fnterpyre Colkabm ation Seii,er *The Namec sex Plus Nlimmum cloes not apply if the Program is anstalled on a one-processor machine at anaws for a maximum of user per Program. • If You piuchase Na, ed.U-ey Plus license-,for:the Oracle Database Personal Edition program,You ma, only hive a misramum of one NamedUsserP 'perdatablse- • If You piwchaseNamed 1, xph-is licenses for the RusinesslacteUigence SriaidzudEdition One P gram,You may only have a maximum number of fifty N ed User Plus licenses. a You are responsible fm ensuring traphance with the Technology Associated Pi-ogxamN clung Table lAhLLeLi maybe accessed r�c"r , ..................................................... Licensing Rules for Applicadiam 6 You are responsible for ensisa-mg comph ce ivath the application licensing -erequLsites m specified an the Applications Licensing Table,which may be acces�sed at E) cr 2 l:V : c cqo c--n ........................gni auto Liceusing Rules fo�r A TGApplications 0 The Ch-acle ATG Web C I�ommerce Busmess;InteUi nee Proga-am and e Oracle ATG Web Commerce onianerce Business Intelligence ALiummiiis13atorPi-op-.imLm-tyo dybeused Lncon�uncti with either t Oracle ATG Web Commerce Program anaor the Oracle AT,GIVebKnoiv,I,L,d,ge1mif,3na,.merPi-apam. You quay„ ever,e and Yalu data uioZe➢to anclude other information pm ovicled the a,iditio:LL;I:LnfDi-mationsup,Plememts:mfoi-mat3onusa- dy hded in the fiTaLle:LTG Web Counnea-ce Program or in the Ot-aLle ATG KnozwEdge Manager Pro@Tani. 6 The Cognos BID Consumer Bundle is included an the Or 'TG Web Commerce Business Inte➢hgense Program and is comprised of(a;)one(1)reporting engine for anonymo viewe conmring,of no more than fro(2)processors and.four(4) total cores,(b)unlimited anonyinow report v2 11 ewersea censes,(c, ne(1)Named Bd Web Admen inistiater seat license and one (1)Named BI Professional F-port Author seat heen . .buy additionz neat licenser nuL:;tbe licenser)sep-,tr-,tte➢ylbypuirchtseof Oa-acle ATG Web,C I omaneice BID Adm=' stvatm we . icenses at an addid al cost and are not included an any emerprre-wide ca similar license. Liceusing Rules fo:r DU VA Pvo gra,ans Faflei ear: Subject to the conditions that folllo r bello;vx,7 Your license for the fol2ow Programs: Oracle DIVA Programs(Oracle DIVArchave Manager, fh-acle DIVArcluv Avid Connectivity,, Oracle DIVArchave pplicanon FLItea-ing, Chaclle DIVA3-cluve Storage Plan Nfaaaaagei-,Oracle DIVArc Export,"Import7,and Oracle DIVArcluve Au maticData,Migration)include,the right to run the licensed P:roga-am(s)on an censedspare computer an a fu2oi-eB environmen �r up to a total of ten ,eparate days an�• any gaven calendar year(for ezzampl ,if'a failover node as donm for two hour-,on Tuesday a three hGiu-s on Friday,at counts a, taro days). The above right only ap ies when a number ofmaclunes ire connected to the disk,ca m tape lLbr-.u,-.vl i.e.,the maclames are not an a clustered ern-n-crain t and the machanessh;ue a disk anay or tape library Vvhesi fh primary noele fails,the f3flover node act-,as the primary node Once the primary node is repaired,You must switch back to the P 3ry node. Once the fzi2oveB penobel has exceeded ten da ,the failover node must Toe heemsed. Dowmtitne for nizantenarace:pin ses counts towards the ten sepazate dayslimitation y use be-yond the tight gianted an this section must The licensed separately. Liceia-,ing Rule,fo:r E EIM-xrd-,A P p E,c.q d 0 n s ■ The Founclatio rograin contains the development foundation environmenttoolkit. You understand and a nowledge that any software Pr 'am dei,eloped with the functionality of the devellGpnseait foundation envirorament/tool[ut is s ject to the teams and condi ras of this agreement. You waU defend and,mdeaaarmf- Oracle against any claims by thrul par, S for damages (InCMI ,without lmutation,reasonable legal fees)arising out of any computei Propims genearated by Yo tralimag the devel meat tools included an the Programs. ORACLE'DISCLAINIS WARKANTY THAT THE DEV GPME1° r TO , S INCLUDED 11 THIE PFLOGR-AMS WILL GENE-ATEC01APUTER PROGR-ANIS VTI THE C AF-4LC'T=STICS OR SPECIFICATIONS DESIRED BY YOU, OR THAT SUCH GElERATED C'OM TER FLOGR-AMS WILL BE ERYLOR FREE. acense-Deflartion;and Rn]es2:05 3 R R S-Uls-E]I;G Page 20 of SERIAL 180233-RFP Liceusing Rules for Oracle E-Buriaesr Suite Applicalians • Please be advised that only a subset of the products anckded on an Application-,NLS Supplement lAecha Pick have b n n7lated For einsting supported customea-s�lAy Oracle Support has information on which products,have been tranniat four th supported languages Q 2 For new,m unsupported customers,please contact Your rh-acle " count lAa x for this information. • The o on Activity Hub,B2B is only am ar2able vrith the Siebel Customer Univerm Idaster component of the C tmmaeer Hub, 32B -o am. • The option meld Service Hub 32B as only avat2able with the Sieoe➢Customer Universal Master componen f the Customer Hub 132B Pro -am. • The option Mar ling Hub B213,as only avai2alale with the Siebel Customer Umvenal Master comporien f the CuctomeB Hub 32B Prop am. • The option Sales Hu KB is onllyavailable with the Siebet CustomerUmversal Master component the Customer Hub 32B Program • The option Service Hub Bas only avaL-,tble with tLieSiebe➢Cu:;to�mteaU�Lui,,ersalm-,tsteicomp entoftheCustomer Hub]3,213, Prograin • The option Activity Hub 132 -,only available with the Sieoe➢Customer Universal Mast component of the Customer Hub 32C Prop am. • The option Fielcl Service Hub B2 as on2y available with tile Siebel Customer Untv �� 14aster component of the Customer Hub 132C Program. • The option MarkehngHubB2Cis onl, var2alale with the Siebel CustumerUnii sal Master component of the C I ustomeB Hub 132C Prop am. • The option Privacy management Pohc-y Hu 32C is only avaalabVe with the aebel.Customer UturerszI Master component of the CustomeB Hub B2C'Pro,-ram • The option Sales Hub B2 C is oEy available w3 Siebet Customer versal Master component of the Customer Hub KC Program • The option Servrce Hub 132C as on2y avarktble wnthth 'aebe➢Cus;toz a Umversal mastea component ofthe Customer Hub B'21C Program Liceusing Rules for Oracle Hospitality CruiseApplicittious The ChacVe Hospitality Data Foundation for CnLize Progi only be used with Ozack Hospitality Cruise Programs. New report-,or customizations.of the included repoi*s are all ed. I -ation to,thlid party systems is only a2owed via the Oz acle Hospitality Interface Prog-rams, data integration e ct: anclim PIs You may not add uarnipportesl applications to the env-Lionment-,created with this PBogcamu.. You are owed to heat ti, a elements originating only fiom the ChacVe Hospitality Programs in the:schemaz created with the use of s Program. You ma. not host any thu d party data elements. Liceusing Rule-,for Oracle Hosty.itith -Foamd a, Bei era; e-Appheations a The fh-acle Hospitality Technology Found ion for Food and Beveiagge Progra y only be used with Oracle Hospitahry Food and Beverage Programs New reports o, customuzations of time mcVuded reports z allowed integration to±ud part)-:i;y:qems is only allowed via tile fhacle, Hos; tahty interface PrDp-,tms,, data nitegi-ation xtracts and'or APIs. You may not add unsupporteslappheations to tive env mments created write thus PVOgraln YGUare allo ed to host data elements originating only fioru the fh-acle Hospitaht-Pro ms in the schemas created with the use of thus Pro You may not host any third paity data elements Liceusing Rules for Oracle H spitality Hotels Applications The OcacVe Hospitaht-y eclanology Foundation Progi-aimsmay only The used with Oracle Hosp'ahty Hotel Programs New report-,or custouriza: s of the included repasts are allowed. Integration to,thud party systems is 2y allowed via the Oracle Hospitality Interfa, : Prog-rams, data integration ear.tracts an&or APIs., You may not add uarupp -tesl applications to the environments cr ,ed with this Pi opam. You are i2lowed to host data elements originating only:6 om he Oracle Hospitality Programs urn th schema s created with the use of this prog-ram You may not Most any thud party data ele nts. The fh-acle ospaahfy OPER-A 5 Property Standazd Propam is hmited to 55 functions as define in the Progam Dacumen on. The Oz e Hospaaht-OPERA 5 Propeity Lite Program as luanted to 30 fimcnons as defiled,in the Prop,-aln DO entation. The ack Hospitaht- SuiteS Property F�esort Edition Program is limited to 30 Functions as defined in t : Progam DD entation. cense-Deftintims 2nd Flflei-vMK RS-US-EN& Page 21 of SERIAL 180233-RFP Oracle reports The Oracle Hospatalr7y SurleS Propexty SmiVl Business Edition Proparn.as hmited to IS Rizictions as tiefined an the Pi-Dgr Dcumentation. e folkwmg Piogiams may only be used vrith the Oracle Hospitality OPERA Propitns:; Oracle Hospitality Tee lory Fo dation for Hote�Property Systems,-OPEF--�5 Premium,Oracle Hospitality TechnoVogy Foundation for Hotel opelty T'Is D e e cum r f J 0 ra Fo da S'vst z-OPERA 5 Standmd,,Oracle Hospitality Technology Foundation fm Hotel Property W-Aeu3s,-OPENLite and Ch-acle ospitality Technolory Foundation For HoteV Central Office Systems. New, reports or customizations o e included reportsar allowed.Integration to third party systems is alkwed via the fh-acle Hospitality lntffrf�ce Programs y You may not add�ne chemas or unsupported applications. 4 You are respa ble For ensuring compliance with the Hospitality Associated Prog3 am 1A atc[Ung Table w h may be accessed t) "., e ,�����',ry t cv�c" Ih x.L�. Z .......................................... ............................ c 'n S of eu'I 'R LiceusingRuleifarPeo e' tApplicalian, Your use of the Camp Self'Seivice and Strident Adumnstration components within the Campu olutions Prog3 am is subj ect _c,_ to the additional terms\ancmditions set Forth in the EN AS Software Supplement Vocated at,1tv- cra:le I.iceu�,ingRiLile-,fo�rPri�m,tveri,. phcations • For the purposes of the follora Primaveia Programs: Earned Value Management, volve,, SureTrak, ContractoE and P3 Project Planner,You acIcnowled; at You have both read and understand the Hari rcl,Sofravare Update License& Support services tElat are available For these grams,as described Ln.OzacVe's Tecimical S Dit Policies. • For purposes of the Prinraveia Sure it - and Primaveia P3 Project Pkanner Pro =s, YOU acknowledge drat the agreement ,delivered to You with these Programs,an neat the end user license ag3-eemente tinned in the product anstallation,,goveisis the end user's use of these Programs. • For the purposes of the following Program„, Primavera P6 Enterprise roject Portfolio Nfanagement and Primavera P6 Enterprise Project Portfolio Management I'eb exvices,, eievekpers a /m users (i)who are not already licensed for the Primavera P6 Enterpme Project Portfolio Nfana ment Program a (ii) wLo access (including through Access Points) application-,must The licerned for the Primavera P6 terprise Proje Portfoho 1A anaggement Web Services Program. "Access Points"includes,but is not hunted to,third party fh-a :m custo versions,of the folkvamg: mterfmces,,API':s,,web services and database links. • For the purposes of the fol2anang Programs: Prunavet ont3act Management Web Services and Primaveia Contract Management,eievekpers an&or users (()who are not alre . icensed for the Primavera Contract Nfanaggement Program.and 60 who access(including through Access Points)apphe om, irst be licensed for the Primavera Contract Nfanaggement Web Services Program. "Access Points" includes,but as t hmited thud party7,CTacle or custom vei-sions, of the folkraving: �intei faces,API 7 s,web services and database links.. I-iceusing Rules for Dracle Retail Prouains a The Oracle Retail Technology Foundation f Store Applications Prop-am ay only be used with the Oracle Retail Parm:of Service Program,the ChacVe Retail Back- ce Program.,the CTacle FetaL2 .'Store Point of Service Program and the Oracle Retail XS�tore Office Program Any use the OzacVe FetaL2 TechnoVory Four 'tio:n for store Appheatio�n-,13i-op,-.imbyothLy Ch-acle Prog-rams or thud party progra y is not peimitted. • For the SiebeV Bunch Teller S Swbel Retail Finance Foundation Services Prop-am and the Sr el Financial Transactions Workbench Prop-am,, You may -se third party tooVs to (a) create matenalsoE (b)modify the atet-L-,tk identified,-,tsS3mpleSezeen Code and lli-ocess Template, ins theProg3imDecumentation,, all in accordance with th -opamD,ccumentation,,-,tadprovidedtLiat surds materials ormadi:fie uiatei-ial-,:shall be used:sole➢y vrith Yoin licensed use such Programs. You sha12 not hmit in anyway Chacle's right to develop,, e,,license,create denvative woikls of,motherwrs, finelyexploit the Programs.ancillar Programs,ProgramDucumentation,,or r other matenalsprovided by fh-acle,or to pe t third parties to do so. • The SiebeV Der s Prop-am includes a license for 20 ConextrTent Users that authorizes You to use the repita on only one Computer fm ma:nmum of 20 Concurrent Uslers at any peen time A"Cloncurrent User"as defined as ch individual that may concui nfly use or access the Programs., Concurrent Users may onVy The Your existing cmtorners or "our prospective ,customer and may not The Yom biumess partners or Your employees. • The Si el Marketing Servei Program is heensed on a Computer basis together with the number of Unique Cust ei records that` is may access rising the Program A"Clmtomei Record"'is defured as each unique record(anzIuding,conta records,, pm- ect records and recordsm external data sources')that YOU may access using the Propam. cesise�_Deftmdziis end Flflei—vM-T R E S—US—ENG Pagie 22 of2l- SERIAL 180233-RFP The Siebel Pbanna Nfarketing,ServeB is licensed on the basis of the number of unique Customer Records that You may aecerr using the Program topthe2 oath the number of Brand, that You may manage using the Program A "BEind"77 as deformed a med product offering t1lat corn-ispOnds to a specific molecii2az entity,anch-Lding,multiple dosage forms and multiple sire hs a e same moleculaz entity. The, ebel Pricing Claims ServeB-Up to 2D Application Users is licensed on a Computer basis with a Inintation on t number of A cation Users. An"Application seen'"' is defined a, an individual authonzad by You to use the apphe e licensed u F 0 f h f T in 0 -e e e e pr oduct e sa-b P applicati Propaur,which are installed on s3mgle server or on multiple seii,,ers regardless ofwhether the indon alisact3vely using the grams at any given time. • The useis or -cessors of the Siebel Web C I Liarmel.PBopam may access a maximuni of 15 Objects. An"0 ect"is defined,as T each\dataenh thin the Business Object LlayeB of the Prop ams that is defined in the Saebel Tools Pro in T� • The Siebel Data ality Lisense may only The used oath Chacle Matter Data Management or cOhiacVe C e deployments �s Software Pro grams FailvveT' Subjectto the con tions that FoHowbelow,,You license fm the fbllo%,mgPropan=is: Stour ge 'ekQFFj,StorageTekQFS C bent.,fh-acle Hierarchical St ge NfanageB,, Sto�rageTek Automated Cartridge System Library ' ftware (ACSILS), includes the righttormithelicensedP2opam '�o�nanunhcensed Spam-econ3piLterma fiiloi-er emu-uonmnulent up to a total often sepaz-ate days m=ygia,,enc,ilend-,trye-,tr(fo,re � le,afaf7,L2ove2�node isdowm�fo�rtwohou=rsonTuLe-,day diree hours on Fridiv,it counts a, t'to a lo,n e 0 \.,i-,e two day-,). The above sight only apph wLenanumbemof:macLunesu-econnectedtatihiedi�- ;ache oz tape hbzu-.v,i.e.,the micirmes. are not�ma clustered em-n-ormient and e machuressliare a disk aicayor tape lib2ary I en the primary node fails,the failaver nod. Ons. node act-,as the primary i. Our the�� mary node is repaired,,You must surritzli ck to the primary node, Once the farkveB petrobd has exceeded ten days,the faalover de must The hcensed. Donxmtime for �� x tenance purposes counts towards the ten sepaz ate days limitation. Anyusebeyand the Lit granted an tiers sectionmust The ' eased separately. in i. _P Liceusing Rules for Pro uain s Liceris d ver UP fodule fh-acle pants to You a non-excluaive, U to nontrans e license for forYou PLCDevelGper(s)to:, 6 m)use those User Pducriviry Ka("UPK"')Programs licensed a,UPK Modul'N'b'I'llectively refel- to as'UPK content`")only as necessary to create and, prom-ide training solely for Employee 3n&for Applica is ,ers se the underlying Pi op ams for Your benefit,(n)make an unlimited number of copies of the UPK content only a neces y to create and provide training,solely to]Employees and/m Application Users to use the undeB Eymg Programs for Y efit.and(ur)develop mobdrfications and customizations to the UPK content,,if applicable,all subject to the terms and co, cans,set forth in this ap-eement,,provaded all copyright noirc es are reproduced as provided on the ongnial. You represent a, It .nt drat You have a valid license fm the underlying Program(s) You are prohibited,fi-am reselling or distributing the U, ' cont t to any other party or using,the UPK content other than a, explicitly permitted in flus agreement. Oracle m-pres is that the K content and any content created by You using the UPK content eo:ntam,vaVuable proprietary:mfo,i-mat2o:n. -acLe retains t1d o all P'Djtjous of the UPK content and any copies thereof, You shall me UPK content modifications treat by u solely for "om interrial use in accordance with the terms, of tEis agreement- You miry provide access to and ur, of the CPPK content only those t[urd parties that are licensed as Application Users and that: (.a)provide services to You c cerning Y ur rise of the UP onterAl fb)have a need to use and access the UPK content-, and(c)hive agreed to substanti y similar non-,chsclosure oblige ns imposed by You as those contained in t1irs agreement- Application and Employee semi s)of UPK Propitirs may view an interact with simulations and clocumentation but may not create or mobdifysimulati s or documentation.. Liceusing)Flules,farU)-SQL Pro pra s • The NfySQL Programs may ontain drud party technology Oracle may provide rtain notices to You in Propam povid DiDcumentation,,"z-e%dme""'�� :s m the mst3l2ation details in c onnection with such third party chnolory Thirdpartytechnology will be licensed to';ou er: LT Unde2 the terms c f the agreemerA7,m if specified in the Progm ocumentation,"readme"files, DE the installation tietaI2 ,under separate license terms("'.separate term ,")and not under the term of the agreement("sepazately licensed,Hurd party t ology') Yom rights to use such separately licensed third party technol . under the separate terms are not restricted in ny way by the agreement. icense-Definitions oni Pliles_vM_T V R 8-U5-ENG Page 23 o:: SERIAL 180233-RFP EXHIBIT E AP PL 11CATION S L 11C EN S11 N G TAB L E litip:ff�www.oracle.conifus,fc,orp,pra.elcoii,ti,act:s Oracle re,,e 5 the right to periodically chquge the information pre-,euted on the website pro dedabove. All iufo:nn,q Hou a his web ske is provided""""as-is""vvithout wat-ran 0-of any Idud,either eapres, or implied. /OracleHardavar, I-S.0 ainmumLdiesSupi3leme;ntt]Te:rans tuned,C onditionsvO4l8l8 Page,lk SERIAL 180233-RFP EXIHIB[T E RA. EIIIIATEGRATEDSOFTWA.REOPTI,Ot^JSLIICE:NSE:DE:FIINI'TIIO,NS,, RULIESAt"JID TRICS pi.1p:ff�wNw.oracle.conifuslc,orp,pra.elco,ii,ti,acl:� Oracle resen ei be right to periodically change the information presented o3a the web ske pr ided above. All iufartnqHou an t s web site is,provided"ar-is"without wqrrma 0-of any ldnd,either exp::re or implied. )6racle Hardware I-S.Carnmunifies SuRviemetlial Terms mad Conditions v041818 Page, SERIAL 180233-RFP EXHIBIT E TERMS FOR ORACLE SOLARIIS l,itip:Yf,mw,.v.oracle.conilLic,fc�rpora efcoiTtr,iict,s Graclereierivc be right to periodically-change the information presea red on thewebiitL provid above. .111 nnufomta mtion on t web-,k@ is provided"is-ii",ruithout wqrriut± of any Idad,eicLer express ou mplied. /Oracle Hardtvire US CLOMMUn.i& Mal Termi and C ondilions 1:041818 Pagis,15 SERIAL 180233-RFP Wvu�T ORACLE LWUX AND ORACLE NTN4 SERA110ES SUPPLMENTAL PUBLIC SECTOR TEAWS rn1.r �c EXHMR F, CDIRACLIE WFOPE,EPM NT At P0641CWTORTERM TERMI AND C OMMMIN FOR 7`4,06,swlf;"4"VuwM4jmM Rd*W SOOK T rMNr xm'rd ISOr=+ MW CMW 9MMV)UPI W Do Gmc N wow and Drat"W'O VN ! 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Coll, t[ftmn'somr,aoms ba"O"'ar, Ve ew and Ou'acI4 aj,bc'moll'IN, Oev"i O�rw.4 sumo,arwrr ovao'u 111%r pa'i, ^rr wu,IOWA&r)'pkrF4#1,ievai ad';mV wy 4—0 O"M A—W Ivka%0m4 tv�,'Rp P-IIAm"f,U,'Iiiiiiiiiiiiiiiuu r , ')t'vinalrung pq nqp pv)N'F'AIfrA WA UT mon WORWAAWD MINA L"Olih T'Alhml�mil P/(ia "A'A�A"'IN wawa IRVIXOO�l a,uOjl'Kna r""Pr NU1111,5"'ri fiymka Ow"kto,7&hlq�m sfo)'l 8 y ult,&e.pW Ltxlux1CP&, ,Isp,'salrYh&*roh))wolxjpl�etfou,mo&l V.'.o vlqjA*ft# W too M mwww WWI tpr"br", awma II pgj'w'"''Fr W""ll A pi tc,er fmv salff rI*cO,Cxmc , vxllyf()Far"*10IM" (31" '1avrvoj EOM O a mw Mbmtir r "'A'Ayojl co"Uf' TPI)j's4 711 arue.j ft,.apijgM&Lmas Mom,WWI*aaf up M'Jrmvx"abov" vm9w"mimaw v-&Yfjftdfg'fqf WAy 4ROd�"'kffy FmOfld'NIN&J"fac"S kX0,'e'ou hib gmb'lllll 54 dyllhi'lill MOM OP I W')'Arac* meld ary nql"C'haidf"N'ml'[twrty SERIAL 180233-RFP EXHIBIT F ORACLE rr E LP X n 1.D ORACLE V a cEnv�� SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX,ORACLE VM AND VERRAZZANO SERVICES vt°�012323. Effective 03/22/2023 SUPP"LEM,+9:Ef"1T 1 PUBLIC SECTOR TERMS AND COp"DITlOfwlS FOR ORACLE,LJIp•IIIUIX„ORACLE VIA, .AND'VEIRRAZZA O SERVICES Tihiese:Suppleranentarp Puil Sector Tertrns and Conditions("Terms and Conditions")arpplly to thie Oracle Linux,Oracle VIVI"alndll Verrazzalrao Services that yowl order fronrr the Contrarctor through orders bssuuedll laur's,urarnt to the OIVINllltt contract to which these Ternvs and Conditoons are attached and incorporated (the "Contract";p.These Terms.and Con,dliitiions"shaill taike precedence over any cortfpil t+ernars in the Contract or any order pssuedl pursualnt to the Contract arndl s,balll govern ''r'011.111' use of the Oracle Liratax.?ICracie: V"M1 Verrazzraino .Service Llfferpuill arderedl firoi'n the auutho ize:dl Oracle re.sellller war distributor�"Contrarrtor"r):, f. DEFINITIONS 11.1 "You" a�rrid "'yroUT" refers"to the ardeirnng acttvity that has ordered services from an authorized disttrbutor ("°Cointra,ctor"b Under the,cointract. 11.2 The terrnrn'contract:"refers to the Contractors OMNIA contract. 11.3 The term"order"refers to the order placed under the a-ainttract inclusive of these terms expressly incorporated heir6,n. 11.4"Coverers Programs-is defined as tlhe specific set of software purcdu,octts Ilisted on tlhie docunneni titled Oracle L11IX and Oracke V'Mul Covered Prnmgraimins (ava;iilahille at ht'f{z:P° wwr m'acle. inittwasksuplpert"llilbrary;nenteirpiru lnwax- ii7id,emmnmfiicaturanrflSS1347.pdf)for which you have ordered Oracle Lunuam Service Offering1s)and;ar 0,radlle'VM Service Offeinng(s:p,, Including any irefated program dcocurmoentabon and patches and burg fixes adgUired tlhrauglh sur>h services. 11.5 `Cirrac:le Linux Service Dffering s)" "Gracle VMll Seirviice Offeiriirengtslr", and "Grarcfe Ver'razz'air"o" Service C4i iriitngl!sh refertc,Oracle Liinuu Oracle and Oracle Verrazzainra sup port services ireslpeuctvel, as rlaffrned tender the C>racie Open Source Su poort Policies.. 11.6 The.term"Service Offeriing>sp"means the{oracle LlnUX Serve be OfFering(s),the 0,fadeVM Servtuae Offering(s). and thie Oiraclte VeirrmzzairmoService Offeriingis{p. 11.7 The term "Program If]ocunteintationf" ieferrs to the Progvainm user manual and Program unstallabon nmanualls. Frogranm ICtorcurrip ta'inans may the dellmv-ered with the Oracle ILlnaLix 0 racle VK1 and Oracle Verraazaro Programs ''n'cuu may access"the docuumrrentatiic�iri cicemline at ihTtp Mciracile comCdicrcumentabmn. 11.8 Thme term"`term"its defined as the duaratnon for which you Ihiave acquired the services., 2. SER'VfIICIE OFFIEIRI NG(S) 2't Upon Oracle's.acceptance of Your corder You bare the Ilzmited right to receive tine applicable 3erviir;e Offering(s'p solely funr'(Wir Ibusiirress op"eieaborms aind sudyect to tlhe Perms of the uncllLrding th�ese'Terms and Condudons and includiing'the definuticns and rules spt:forth m the order and thie IPrpgranrn Dccuamentatuon. 2I.2 For puurposes.of'the orders Service Offenim�g1s)consist!of Oiradle"s.teclhnucall sulopoi t services Revell'You may have ordered from Oracle or an authorized r'eseller for the 3ei viice Off eding(s)(If ordered,Service Cffeiring(s.)fincludliinig initial yearaird all subsequent years)are prtavirgied u:ndet the Oracle Open Source Sulppoi t IPo llicwe^s in effect at:the time tine Service Offering(s)arelpiro+ni,ded. The CGraelleOpen Scwuiwce SLoIDOrtt Follhaes,"«w"hichare incorporated'lin "r"ouar Order,are sudlect to clhange at Gra�cle s daiscretion;however'„Otraole will 11 not rnatrteinatly reduce the level of Service Offertnggs,i 1provuded duurmg the period for which fees for theService Offeriingfsf rave Ibeeiri paid. Servire Offeirnng(s.A are available for certain systems and may he subperrt to,add ditnonal restrictions,as set forth!in the Orar--le Open Source Sugppo,rt l YOU should review the Oracle Op"en SCILIME,Support Pot cies prior to enten,ng into the crrµerfcirtlhie applltcablle Serrwice f?ffeiinglsti. "(ou mayacc"ess time:urrentversion of the 0facle Oper Source Suloc,ort Poll cues at hrttlp!A wway.oraclle ccwmr csrilraot,s. 2.3 The Sei v+ce OIfferriir�gfs)are effe,ctliwe uwpoiri tknie effective date of Your order uxirsess odhei wwuse stated m Your order. If Your orde�r was placed through the Oracle Store.11heeffecuvedate is tlhre date Your order was accepted by CGrra,cVe. t SS,Sr`upp PSTC OIRAf"dll"4 vO+ 1232E Page^I of 5, SERIAL 180233-RFP 2.4 The Sery ioe Offe ring(s I Icrovidied undair YOUIr Order are rn SLoloart of licenses You acqu,,4ned separately. AU patches,bug fixes and other code received as I of the Service OffeiHrrg(s I under Your Order shell The pirovrcled under the terms of the apoiropriate Ilicense agfeeirrTent that You acioepted upon dowrloading an&oir installing the Oracle Unux,Oracle Val andloir Oracle Vpra=ano 1program(s,l 7he Servirp O rrng(s)may a.11sci in dude the nglht to use certain adiduoinal soffivare or tools durng the Suplbort Term for which fees for Service Offering(s)have beer paid. 71-te licerse terms for any such software or tools,as well1l as airy limitabons associated withi thern,willl be referenced In thie Pirograim DOCUIMPIllat'Un. 3.ORACLE L11NUX AIND ORACLE VM IIfNIdEIMINEFICAuTI10IN 3A Provided You are a current subscriber to the Oracle Linux Seirvrce Offering(s)an&or Orade VM Service Offeriing(s), if a third party makes a claim against you,Iirrluding the JU 3�.Government,and tE,offl employees ard agents,that any covered progiranirs furriiished by Oracle,You for'(Our business Gpefadons infringes its intellectuall property nght5 (11nClUding JU 3,.oirfor-*gjni patent,trademark and copy il Oiracle,at its sole cost and axpanse,W111,defend You against the daim and indl You from the damages,iabilil oovs and experses awarded by the court to the third I darmulrrg infningement or the seWeirrent agreed to by G acle,If You do the following:Not-Ify 0,ra),le promptly In wribng, not later than-311,days after Y&U receive notice of the dalm(,or sooner if reqd,red lby applicable l a. Give Ora le scie c:ontol of,the defense and any settlement:negotabons,and b. Give Oracle the iiinfornTabor,authority,and assJstarrrP It needs to defend against or settle the claim. 0. Notfy Oracle promptly uin wrmirg.,not Ilateir than 30 days after You reCekVP nopoe of the cl,aun(or soorreir iif required by aplolicalole law); 3.2 If Oracle bellieves or It ii-s delermiredl that any Covered FIrcigrairriTs may have violated a third party's intell4eftual property rghts,0,racle may chiciase to either modify the Covered Programs to be rion-unfHrrfging(whille slabstanfially pres,eirving its jdAy or furrrfiGnahty�or obta,in a licerse to allow for continued use,or If these alliernat-ves are not comrn eircia Illy nmasoinable,, these Dra6p may, upon .30, days notice to you terminate your right to recerve urdarnnifcatlan for your further use of the Ccfv+,red Programs spectfed,ard refund any Unused, pirepaid serize fees YOU have paid for the CaveTed F rograms 3.3 INotwIrdistanding the above.,,Oracle will not defe�nd or indeminil iin conreobon with claims,damages.,lliiabilliides., costs of expenses arising out of,W CaUsed IDy, or related to: (a)your distributon of the Cowered Pin grams lb)your ailteration of the Cover-.1 Programs,fc)youir use ofa version of the Covered I which has been superseded,if the urofningement claim could have been avolided by usmg tire current verslon of the Covered Programs;fd)your Lse of the Covered I cu.rtsude the scope Of use idertfied in the user documermon orthe Cirade Open Source Support Policies.(e)Your Use Of the Covered Prag,raniB when pu vo-re ry a subscriber to tJhe Ora)de Lnux Service Offefirg(s) andlor Oracde VIM Service Oftenng(s).(f)any infun-naeon,design,spealcadon,irskruinion,software,data.or maxenall not furnished Iby Oradle(gl the combinabon of any Cavered F1,ograirrins with any p,r0dUCtS or serviDes nok provided by Crace, (h)your claim,Ilawsurt,,or actor againsi a third party I avoidance of doultit,this seciban speclificalty ex.okides,and ono roleimrufraton is provided(for,tmie Verra=ano I This sectilion Ipirowides.Your exclusive remedy from Oracle for any infringement claims or damages, lialbilrities,costs,oir expenses. 4.IF EES AND TAXES 4A Onop plla,Pd, Your ordeir shaill The irrion-oanelab,le and tire sums paid noinir-%ndlabla,except as provided in'(our order.Servroe OffeiHng(s)fees are invoiced In arrears of the iperformance of the Service Offenngfs);specifically, Service Offeinnglsll fees are invoiced qUallefly in arrears. The iperoad of performance for all SerVices Offering(s)is effPCtiVP HoOn the PfferlJ'Ve dame OfYC'air order. 4.2 You afgiree and acknowledge that YCKLI have n1w rellied on the fUtUre availaoallhy of any services, IcrogirainTs or L,pdalps in eWer-Utilng Your andpir:howpver,,the jpnecedlng does not rellierve,Ora,--le of its obligation durng the Services Panod to deliver seirvices that You have ordered per tire tesrms of these Temis aind Condlitions. 5. WARRAhTlIES,DISCLAIMERS AND IEXCILUISEVE REMEDIES For the sake o,f ellaril this is the Oraclle warramity;neverthel,ess,rt s1l Ilse accessed I you throu,gh the Call 5.1 Oiraclie warrants that the Service Offeni will be provided in a jpru4essuoriel mainreir cansstent with iln[lUsliry standlards.You must rots y 0,racle of any Service Offering,(sll warranty def,ciencips within 90 days from performance of the defective SeTViCeSr OSSS Supo IPS,TC 01MINIA vD t2323 Page 2'of 5, SERIAL 180233-RFP 5.2 TO THE EXTENT PERMITTED IBY LAW,THIIS,WARRANTY IS EXCILUSIME AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AIND FITNESS FOR A IPARTIICU LAR PURPOSE. 5.3 ORACLE DOES NOT GUARANTEE THAT ANY PROGRAMS ASSOCIATED WITH THE S,IERVIICIE OFFERIIINGfS) IIINCLUDIING ABUT NOT ILIMITE,Dy 70, THE ORACLE LINUX, ORACLE VIMI, OR ORACLE VERRAZZANO,PROGRAMS)WILL PERFORM EIRROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. 5.4 FOR ANY BREACH OF THE ABOVE WARRANTY,,YOUR EXCLUSIVE REMEDY AND DRACLE'S ENTIRE LIABILITY SMAILL IBE THE REPERFORMANCIE OF THE DEFIICIIENT SERVICE OFFEIRIING(S)PROVIDED BY ORACLE:; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IIN A. COMMERCIALLY REASONABLE MANNER, YOU'IMIAY END THE RELEVANT SERVICE OFFERING(Sj,AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICE OFFERING(S). 6. TERIM111NAT11014 61 If the Contrx-tor or You bireaches a,material t-min,of"our order or Your Contract including these Terms and Conchtairris)and fails to carrect the breach wfthm thirty 13&j days of wrateirri sperifoa6jon of,the breach,then the breaching party is in defau,11t and the rion-breaching party may terminate the ardeir.11 Conbractorterrnmniales the order as sppclfed in the preceding santericp,You must pay wmhll,,,n th,,vy I30)daysaIll 3,,M0L11ntS Which have accrued prior to such termination,as weli as ally SUITS rernairing urijoaki for the Servioe 0,ffering(s)received Lllndelr such order.,, P4LS ajoplkaUe UXES(ifalny)and expenses.ExoLlpt for riGnIpayment of fees,tIhe arson-lore-aching party may agree in its sJle discrevan to extend the thiinry(311)daylperbd for so licung as the 1bnea4ahlng parry continues iraasomablle efforts to,oure tire breach.You agree that of You are urr default urdair Your Contract(including these Terinns and Conclidons You may not use the Gervkoe Offedirrigi's)that are subject to the Gaintrain. 6.2 Provisions that s,urvive termination or Px1piration InCOUde those relating to 11lmitation of liability tlintringemeint iindeirm6ty,payment,and others which by the*nat.Ana are intended to Ell rViVe. T NONDISCLOSURE 71 lBy virtue of your order,,Oracle and you may have acoess to informatoin that is confidental to one airric4her ("Cbinflidenifia,ll lInfonniatibn'.) We each agree to disclose onlly information that is required for the peirfoinnance of abligadons under youir order and these Ternins and Cond iitions.Confidential Information slhafl Abe imited to the terms and pirming under these Terms and Ccmditions airid alll information clearly identified assoinfiderritial at the tme of disclosure. 7.2 A party"s Confdenta information shall not indlide info rmabon that:(a)is or becomes a part of the public doinir,ain through no act o,r cminissbrri of the other party; PIb)was in the other party's Ilavwf.Al possessjon orbir tc,the disclosure and had not been obtained boy the other pairty either directly or undiirectty fircim the disrIcs,ing party,(r)is lawfully disclosed'to the other Ipartyr by a thol party without r-SM4-t0n on the disr1losure;or(d)is mndalpenderity devellaped by the other party. 7.3 Sijb0act to ap,pli,,calblle (law.,, You, the Contractor, and 0,race agiree not.to 61sclose the othair's Corfideintiall knformatain to any third party other than those set forth in the following sentence for a pefiod of three years frarin the date of the L1sclosing pairtv's L1sclesuire of the Confidential hnformation to the reo4vunfg daily You,the CGroiracwir, and Orach- may dlsolose Confideritiall informanan only M those empleyee-s or agents or SL11bcaritrac¢ars who are reqd,red to prcvfinecl it against unauthorized disc es,ure tier a maniner no Less protective thane under these Terms and Condutvonis Niadhing shall1l prevent aeithear party froinni disclosing the terms or pnoirg under the Contract or order's subindned under the Contract in any egall proceeding ansing from or iri conmecton with the Conn,ct or disolosing the Confidential Information to,a governmental entity as required Iby law kn the ervent You receive a,valid iraquest far Oracle's Confidential I nforninatan pursuaint to acphc able Ilaw,You will provide Oracle wroth reasonable notice of,such request and give Oracle an OPIP011ILin,,ny to oblect to or li,,,m i any such dhsiolciEve. ENT]IRE AGREEMENT 0.1 You agree that the CDntir=(including these 7errns ard Canditions)arA they linfon-natiion which is incorporated bey wntter reference(including refer-noe to unfomrnatuon contained in a,JU RL or referenced loolicy),together with the applicalble order,are the complete agreement far SeMce Offeriing(s)ordeired by YGLI and 5,L11persecies a11I prijoir or contemporaneous agreements or irepresentatians.wrinten ciro,ra,11,regarding such Serve ce OffeiqRg(s) OSSS Sup,p IPS,TC 01MRIA vD r2323 Page 3 of 5, SERIAL 180233-RFP 8.2 Ilk is expressliy agreed that these Ternins and Coinditions and any Oaraolle terms rllistnh�Lrted to you hey Contractor and express,lly included in your order shall su,opersrde the terms in any Ipurclhiase order,pinOldirein erns inteirnet portal or any crther simillar non-Oiradlle document and no terms iinclLided um ainiy such purchase order,portal or other nor- Oracle document sit all alpoy to the Servuoe Offering(s)oirdered.Iln'the eveint of any 1m oirsdistenciies bemeerr the rest of the amittract and these Termi,s and Cond ibmit,these Terms and Con&itlons shall tale precedence.These terrns may not be mollified and the rights and restriictucins may not he altered or waaiwed except in wming smgned by axitlnorized'irepiresentanives of You and the Coritractlor Any notice required a mde�r tlhese�s terms and coinidltuons shall hie provided to the otlhe r pai ay in wrrbng,. g LIMITATION OF LILABIILIIT'Y NIEIITIHEIR,"N'CYU NOR ORACLE NOIR,ITS ArIFIFILtlAITES S-HAiiLL BE LIABLE FOR ANY IINDIRECT,INCIDENTAL, SPECIAL,,PUNflfME,OR CONSEQUENTIAL DAMAGES,,OR ANY(LOSS OF PROFITS,REVENUE,yDnArTA:,OR DATA USE.GRAw:CLIE S AND ITS AFFILIATES'MAXIMUM LIABILITY FOR ANY DA4MtUA GES ARISING OUT OF OR RELATED TO THESE STCS OR YOUR ORDER,WHETHER IIIN CONTRACT OR TORT,OR OTHERWISE, SHALL BE LIMITED TO THE A4IY O UIN1f OF THE FEES PAID T'Cr CRACILIE UNDER THE ORDER,AND IF SUCHI DAMAGES IRESULT FROM SERVICE OFIFERIINGiS),SUCH LIABILITY SIHA4,LL IBE,LIMITED TO THE FEES PAID TO ORACLE UNDER SUCH ORDER FOR THE DEFIICIIIENT TECHNICAL SUPPORT SERVICES GIVING RASE TO THE LIA4BIILIIT'y. THIS SECTION SMALL INOT BE CONSTRUED' TO LIMIT GRACLE'S INDEMNIFICATION OBLIGATION OR YOUR IEX'CILUSIVE REMEDY IF'OR,ANY IINFRIMGEMAIIEUwNT CLAIMS OR DAMAGES,LIABILITIES,COSTS OR (EXPENSES UNDER SECTION 30 lORACLE LIINUX AND ORACLE V M INDEMNIFICATION}ABOVE. tltr EXPORT Export Ilaws and regulations of the Unined States and any other relevant Local export(laws may apply to the aaeirVoe XCtferingQs,I You agree that surdT export,control laws govern your use of any Service O feriing�s,I delliarerahae prce+.+iided u,ndeir thecointract,and YCIILII agree to i h(pll^y Wlmh all sudm export Ilauws and regulations f,iinclu,idliing'deemed export"and 'deemed're-emport"iregutadonsll YOUagree that nodata,iinformaton,progranT,andyormaterialls resulting rTomService iCfferiin�gl4s,i for direct pnod=,these will be eupoantne+d,directly or uinl m tf,un vrcolaton of these(haws,or will be Used for airy puugpose prohiihited by these laws including. w4ho wt Ilimataticin, nuclear, cherniral, b4ol ,call weapons prcliferancmn or development of miss le technology. tl^tl IF'ORCIE MAYA4,J'EURE Oracle shall room be responsible for fauLnre or detay of performance of caused by:ain ark of war,host lllity,or sahotage; act of Bad;paindernrr,electriicall, ontermet or teleroirnmumuoaboni ouuLwge that,is not cau.osewd hay ICiraclle;gawenninteint restrictions fiincludiing the de6al or carhDalllaboni of any export,or otrier Ilicense),other event»oLnEde the reasonable contrct of Oracle.Oracle wwrllll vise reasonable efforts to miittgate the effect of a hoirce ininajaanre eve�mt. If such eveant cantinies for mare than 30 days,You will for convenluenoe the contract an the parties agree oth erwM se in wrrl Thas sexton does not excuse fararle s dlaligadon to take reasonable steles:to follow its normal disaster recovery prcioredmrres oir your oh llugaaion to pay for Seirvilice Offering(s)ordered or dell vexed. 12 GOVERNING LAW These Terms and Condaluoins and Your Oracle Lir,LWOracla VMal Service Offeringtsp ordeir are gowveirned by the laws of Arizona., 13 ASSIGNMENT' You may snot assign oirders or give or tuarrsfer they Service Offering(s)orx ain interest mn t'heimr to another inauwidrual or entty. If you grant a security interest in the Berke Offeriinig(s),the secured party has no right to use or transfer those Service t riingi s,i and'if You decide to lfnai a Your argUisiitVoin of any iS+erApos OfferingfS),YOU Will fiollloM Oracle's pollicues.,regarding financung which are at The foregoing slhalll not,b,e construed to linnik;'the nighits You may otherwise l wwlth respect to the Lunrx opeiriding sry^s.teirnrv,third party techiniolog,yr or separately Iuoeinsed third party tedhinjokogy licensed under open source or sign filar license teirmrrs- tl4 AUDIT' Unless oallherwa l-se agreed in an order,uumpwain 45 'days written notice,and no inn�c�rxe than once a irual!Ily,Orarte may audit Your Lose of the seredoes..You agree audit and pircvide reasonable assistance acid access to iiniformatiort Awny surah a uditsl as 111 riot a rtreasoralbly tlinteifei e with your normal busliniess operatons.Oracle slhallll comply with reasonahae secuunt r and safety irrulle^s.Icrafucies and procedures�'secunty runes")wwhillle Iperf rrm'ung O,S.S:Suapp IPS,TO 011MthUll,4v,vJ"2:325 Page 4 of 5, SERIAL 180233-RFP any such au,diit,,provided that SLICh si My rules are ao pllcaola to tire performance of the audit;you m alke such security males available loi Oracle pinjor to the cominniencennert of the audit;and S.LiChi security rules do not modify or arneird the terms and�anii of the rminitract or the aloplkicaole order.You s1ha,111 Ibe resjbo,risublle for either a)l any underpaid fees related to use of theservices and 0,rar-14-or this Contractor,as the rase may be,,shall,"A sulbi-firt a contract niTadfloation to document the amount of such fees,or b)for discontriding noroari use.Oracle s,halll riot be responsibde for arty costs urcurred by you in ccolpembrig with the aiudI The performance of tree addt aInd 171011-PUL,lic data obialned during the a Lldh(1','nrJUdiing findings or reports that result ti the ai shall,be subject to the hloindlksclosure piroviis ion of these 7s,rms and Conditions ,15 SEGMENTATION The purchase of Service Offenri or other service offainings.,progiraini or products are all separate offers wind separate from ary other order You understand that You may purchase Servioe Offeiril or other serv�ioe offeihnigs pirograrfiB or products uniepenieinby of,any other order. YDA.Ir Obligat'317 to pay drider any order is not contvirl an 1perfornnanoe ofairvy other se Mire offerings ar di of programs Dr Prii by ora,--te ,16 OTHER 116.11 Oracle iis ini independent contractor and 'PLII agree that nz, bartneirship, joint venture, or againcry relations,No eAsts hiatween yCILI and DTacle or between Corl amid Crack.Each party willl hire respons&le for payung hits own employees., nddidingeninjoloyninient related taxes and ii11SUrarce.If Nle Ipemformurrg serVces 0iracle requires access to other venders'products that airs pairt of your system,you will,"A be irespsonsuhdle for arqi a111 such pirodums and the appiropnate license rights necessary for li to access such products on your balriaAf. 116.21 If any t-miT of the Terms and Cbriol us tkflnC to be,'nvalid or Linienfa caalble.the irennarniiing pi WT1111 remain eff—live and such term s1ria,111 hie replaced wrth a term citiriSistelnt with thie pUll and. intent of these Ternis and Corichbons 116-3 The Serviep Offerings)are not designed for or sIl-foalliy iii rides for Use In'WiLliclear facilities or otheir hazairdou s alop,licatoris You afgiree that it lis Your reslo&ris uhiwlity to ensure S aide use Of 0 racye VLiinu:00 raaVe VM Service Offenrijg¢s)in such applkadons. 116.4 li iis a third party bereficiary of any corder p4aci under these Ternis and C ondidons.,but does not &.9sunne airy of Contractor obHgadons 1blierPiLlinteir.. 11 G.5 You understand that(trade Ibu.isuness partners,iinclu&l any third party firms retained by You to provide rionsuMirg servhDesi.are uriependeint of li and are nm 0iricle's agents OSS,S Sup,p IPS,TC 01PARIA vD"2323 Page 5,of 5, SERIAL 180233-RFP EXHIBIT F G OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY 1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract Administrator. 2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates(no exceptions): (www.gsa.gov). 2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor's hourly rate as an overhead charge. 2.2 The County will not(under no circumstances)reimburse for Contractor guest lodging, per diem or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip,not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this coverage. 4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles,etc.that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not(under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs. 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre- approved by the County Contract Administrator. These costs include(but not limited to)the following: in- SERIAL 180233-RFP room movies,valet service,valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. 6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts. 7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts. SERIAL 180233-RFP DLT SOLUTIONS LLC,PO BOX 743359,ATLANTA GA 30374 PRICING SHEET:NIGP CODE 20655 Terms: NET 30 Vendor Number: VC0000005421 Certificates of Insurance Required Contract Period: To cover the period ending November 30,2423 2028. Agenda Item Id: Item Title ORACLE PRODUCTS AND SERVICES (180233-RFP) C Number: C-73-19-012-3-00 Action Requested: Approve the contract for award at an estimate of$1,000,000 for five years until November 30, 2023 with five one-year renewal options.The effective date of the contract will be December 12, 2018.The purpose of the contract is to provide a purchasing agreement for the acquisition of Oracle products and services. It is requested by the OPS that the Board of Supervisors approve the subject award to the Most advantageous as recommended. DLT Solutions LLC Mythics, Inc. Board Required Information: Additional Information: Expenditure Impact By FY: n/a Item Notes: (12/6/2018 2:21:12 PM) -Step: ClrkOfBrd User: Nadia Rodriquez Response: APPROVE (12/6/2018 2:12:36 PM) -Step: MtlsMgt User: Kevin Tyne Response: APPROVE (12/5/2018 5:34:58 PM) -Step: OMB User: Mayra Hourigan Response: APPROVE Comments: Recommend approval. (12/5/2018 3:09:26 PM) -Step: OMB_C2 User: Kirstin Chernin Response: APPROVE Comments: Recommend approval. (12/5/2018 7:38:39 AM) -Step: CountyAtty User: Randall Pennington Response: APPROVE (12/4/2018 4:37:13 PM) -Step: OMB—Cl User: Jordan Dale Response: APPROVE Comments: Approval recommended (12/4/2018 4:33:39 PM) -Step: DepartmentChief User: Sonia Venegas Response: APPROVE (12/4/2018 2:57:54 PM) -Step: DeptHead User: Kevin Tyne Response: APPROVE (12/3/2018 2:12:18 PM) -Step: DeptCoor User: Mirheta Muslic Response: APPROVE (12/3/2018 2:11:08 PM) -Step: Originator User: Mirheta Muslic Response: APPROVE (11/29/2018 4:14:39 PM) -Step: MtlsMgt User: Kevin Tyne Response: APPROVE (11/29/2018 7:42:46 AM) -Step: OMB User: Mayra Hourigan Response: APPROVE Comments: Recommend approval. (11/28/2018 10:07:46 AM) -Step: 0MB_C2 User: Kirstin Chernin Response: APPROVE Comments: Recommend approval. (11/28/2018 8:10:37 AM) -Step: OMB—Cl User: Jordan Dale Response: APPROVE Comments: Approval recommended (11/28/2018 8:04:14 AM) -Step: CountyAtty User: Randall Pennington Response: APPROVE (11/27/2018 3:58:04 PM) -Step: DepartmentChief User: Sonia Venegas Response: APPROVE (11/27/2018 3:52:18 PM) -Step: DeptHead User: Kevin Tyne Response: APPROVE (11/27/2018 2:10:31 PM) -Step: DeptCoor User: Mirheta Muslic Response: APPROVE (11/27/2018 1:15:33 PM) -Step: Originator User: Mirheta Muslic Response: APPROVE Is there a Financial Impact? no Is there related Managing for Results information? no n/a General Item Information Department: Materials Management Constellation: Contact Name: Mirheta Muslic Phone Number: 602-506-3275 Return To: Mirheta Muslic Phone Number: 602-506-3275 Location: Supervisors'Auditorium Board: Meeting Date: 12/12/2018 Item Tracking Step Action User Date Originator APPROVE Mirheta Muslic 11/27/2018 1:15:32 PM DeptCoor APPROVE Mirheta Muslic 11/27/2018 2:10:30 PM DeptHead APPROVE Kevin Tyne 11/27/2018 3:52:16 PM DepartmentChief APPROVE Sonia Venegas 11/27/2018 3:58:02 PM Legal APPROVE Randall Pennington 11/28/2018 8:04:13 AM OMB APPROVE Mayra Hourigan 11/29/2018 7:42:45 AM MtlsMgt APPROVE Kevin Tyne 11/29/2018 4:14:38 PM OriginatorMonitor RECALL Mirheta Muslic 12/3/2018 1:21:26 PM Originator APPROVE Mirheta Muslic 12/3/2018 2:11:07 PM DeptCoor APPROVE Mirheta Muslic 12/3/2018 2:12:17 PM DeptHead APPROVE Kevin Tyne 12/4/2018 2:57:53 PM DepartmentChief APPROVE Sonia Venegas 12/4/2018 4:33:38 PM Legal APPROVE Randall Pennington 12/5/2018 7:38:38 AM OMB APPROVE Mayra Hourigan 12/5/2018 5:34:57 PM MtlsMgt APPROVE Kevin Tyne 12/6/2018 2:12:35 PM ClrkOfBrd APPROVE Nadia Rodriquez 12/6/2018 2:21:12 PM CountyManager APPROVE Valerie Beckett 12/7/2018 1:30:43 PM Board of Supervisors/Directors Approved on 12/12/2018. e'O UN`S� MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES MEMO: PROCUREMENT SUMMARY RFP DOCUMENT DESCRIPTION: ORACLE PRODUCTS AND SERVICES ADVANTAGE DOCUMENT ID#: 180233-RFP Bid Opening Date:6-26-18 Procurement Type: 5 Requesting Department(s)and Contact Name(s): OPS(Brian Walsh) Number of Bids Solicited: 6222 Number of Responses Received: 8 Contract Term: Five years Renewal Option: Five annual renewals Contract Hearing Date(BOS Approval Date): 12/12/18 Contract Start Date: 12/12/18 Expiration Date: 11/30/23 Previous Contract number: 13120-RFP Previous Contract Title:Oracle Products,Services and Solutions Previous Number of Contractors: 1 Previous Contract Expiration Date:4/30/19 Previous Contract Total: $1,000,000 Previous Contract Spend:$773,042 Previous Contract Length:Five years Requested Contract Value: $ 1,000,000 NIGP Code:20655 1. Eight proposals were received in response to this solicitation. The respondents were 1.1 BIAS Corporation 1.2 CherryRoad Technologies 1.3 Insight Public Sector 1.4 Mythics, Inc. 1.5 AST Corporation 1.6 Immix Technology 1.7 DLT Solutions 1.8 Vaske Computer,dba Collier IT 2. The purpose of the contract is to: This contract is to establish a nationwide purchasing agreement for the acquisition of Oracle products,services and solutions. 3. Basis of Award:Most advantageous 4. The following vendors, CherryRoad Technologies and Immix Technology, were determined to be non- responsive and were notified that their proposals would not be evaluated further. The vendors were mailed a letter on July 20,2018 explaining the determination. 5. In the first and final round of evaluation, the average score out of 100 points for the Respondents were as follows; AST Corp./92.85, BIAS Corp./90.43, DLT Solutions/94.04, Insight Public Sector/88.96, Mythics, Inc./95.00,and Vaske Computer,dba Collier/84.00. 6. Recommendation is made to award the contract(s)to: Vendor Number Vendor Name VC0000005421 DLT Solutions VS0000003170 Mythics,Inc. 7. Unless otherwise noted,I found each firm who submitted an offer to be responsible and all the bids submitted to be responsive to the solicitation requirements. 8. In accordance with Department policy,I have accomplished the following: • Reviewed BidSync.com Supplier Classification Report and invited additional vendors(if not present on the report)through the BidSync,com solicitation; • Searched the Internet for additional vendors; and • Sent the vendor list to the customer for their review and additional vendors to be added. 9. BOS AGENDA TEXT: Approve the contract for award at an estimate of$1,000,000 for five years until November 30, 2023 with five one-year renewal options. The effective date of the contract will be December 12,2018.The purpose of the contract is to provide a purchasing agreement for the acquisition of Oracle products and services. 11-27-18 Brian D. Walsh Date Sr.Procurement Officer DLT Solutions Effective Date: 7-1-2024 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: (703)709 71 72 773 8967 703 709 91 56 (571 A 296 5226 1T��7w�-rr�z—r-r�rw�--rvo-7vv-�rvv�T�v-�s.zo TELEPHONE NUMBER: (703)773-9233 FACSIMILE NUMBER: (866)419-7926 WEB SITE: www.dlt.com CONTACT(REPRESENTATIVE): >r.,vi Fefd Bfa ff ai W,,.,te f fel Sea-. c,..Ao f Chris Kline r.cvizrvrcaxccvir.`v`�,c"sccncniccocir.cvii3 REPRESENTATIVE'S E-MAIL ADDRESS: chris.kline(adlt.com 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 DLT Solutions Effective Date: 7-1-2024 Insert 1.3.1 Perpetual Licenses Catalog Products Percentage Insert Percentage Below Below Min. First Year Maintenance Global Price List-shown in dark grey Discount for Percentage based on Licenses discounted license Cost XX% Technology Global Price List Products 27% 22% Oracle Fusion Applications Component Global Price List 27% 22% Oracle E-Business Suite Applications Global Price List Component Pricing 27% 22% Oracle Business Intelligence Applications Global Price List Component Pricing 27% 22% Peo lesoft Component Global Price List 27% 22% JD Edwards Component Global Price List 27% 22% Oracle Construction&Engineering Global Price List 27% 22% Siebel CRM Component Global Price List 27% 22% Oracle Application Integration Architecture Global Price List 27% 22% Oracle Nl SQL Subscriptions Global Price List-*Eff.5-1-20 23% n/a Oracle Linux and VM Services Global Price List-*Eff.5-1-20 23% n/a Java SE Subscription Global Price List-*Ef�-N Eff,7-1-24 2-OA 0% n/a Oracle Annual Uplift(Off-Prem)Eff.7-1-24 Contract pricing for out years is subject to annual uplift not to exceed the annual uplift of the Oracle products and services. ORACLE PRODUCTS TRANSACTION BANDS FOR PRODUCT DISCOUNT END USER WITH DISCOUNT END USER WITH BUDGET LESS THAN$100 BUDGET MORE THAN$100 MILLION MILLION 0-$25000 47% 27% S25000-$I00,000 47% 27% S100,0004250,000 48% 27% $250,00041,000,000 50% 35% S1,000,000-PLUS 50% 45% � N � O v v � � 3 0 CA O a+ GA U a y � a> � w w y e2 4 I� 5r y-i x y A ,.a Fiy o m A o OQ a � x 6 c N � E ° q an c U O to ry M E 40. s. Ca s, O. G crx y C4 e4 6 �. U ytLtd Ca ti i"„ op w yy o y O p'' y o 0 0 0 ~ A A 0 0. x °" w x '-� � W OWriU' �l xW �nv� x C7a � ri� xv°� C7 .a xU xU x C� w N M M M ar o N N M N O 00 a W o e r � N N o c M M N N �--i � o N N r-I r-I 0 0 0 O � N M N O N i O � � v � � v � N U � }' Q i�i R G3 it � R i.a � G� 5. O � bA 0 � 0 � � O O � O a � U xU �iU �"iU C� w DLT Solutions Effective Date: 7-1-2024 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 Taleo Cloud Service Global Price List 32% Oracle Fusion Cloud Service Global Price List 32% Oracle Cloud Platform as a Service and Infrastructure as a Service PaaS and IaaS Oracle Cloud Platform as a Service and Infrastructure as a Service Public Cloud Global Price List 2% Oracle Construction and Engineering Global Price List(CEGBU) cloud eli ible offerings) 2% 1.3.5 Consulting/Professional Services Labor Rate(s) Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 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 Project Manager $ 248.86 $ 250.11 L$ 2 $ 251.37 $ 251.37 Sr.Application Developer $ 207.94 $ 207.94 $ 213.27 $ 213.27 Sr.Practice Director $ 364.32 $ 364.32 $ 373.66 $ 383.24 Sr.Princi al Consultant $ 264.96 $ 264.96 $ 271.75 $ 278.72 Sr. S stems En ineer $ 217.52 $ 217.52 $ 223.10 $ 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 DLT Solutions Effective Date: 7-1-2024 SERIAL 180233-RFP 1.3.5 Oracle Consulting/Professional Services Years 6-10 Eff.7-1-24 Labor Rate(s) Labor Category Year 6 Year 7 Year 8 Year 9 Year 10 Application Developer $225.43 $233.61 $242.08 $250.86 $259.96 Associate Consultant $ 151.74 $ 157.24 $ 162.94 $ 168.85 $174.97 Consulting/Engineer $218.29 $226.21 $234.41 $242.91 $251.72 Director/Engineer $246.75 $255.69 $264.96 $274.57 $284.53 Installation Engineer $222.79 $230.87 $239.24 $247.92 $256.91 Managing Principal $309.69 $320.92 $332.56 $344.62 $357.12 Consultant Practice Director $382.42 $396.29 $410.66 $425.55 $440.98 Practice Manager $330.27 $342.25 $354.66 $367.52 $380.85 Principal Consultant $270.98 $280.81 $290.99 $301.54 $312.48 Project Manager/Engineer $272.60 $282.49 $292.74 $303.36 $314.36 Senior $247.20 $256.17 $265.46 $275.09 $285.07 Consultant/Engineer Senior Project Manager $279.30 $289.43 $299.93 $310.81 $322.08 Sr.Application Developer $236.97 $245.56 $254.47 $263.70 $273.26 Sr.Practice Director $425.82 $441.26 $457.26 $473.84 $491.03 Sr.Principal Consultant $309.69 $320.92 $332.56 $344.62 $357.12 Sr. S stems Engineer $247.89 $256.88 $266.20 $275.85 $285.85 Staff Consultant $ 193.56 $200.58 $207.85 $215.39 $223.20 Systems Engineer $230.04 $238.38 $247.03 $255.99 $265.27 Technical Account $309.69 $320.92 $332.56 $344.62 $357.12 Manager I Technical Account $330.27 $342.25 $354.66 $367.52 $380.85 Manage II Advanced Support $309.69 $320.92 $332.56 $344.62 $357.12 En ineer I Advanced Support $330.27 $342.25 $354.66 $367.52 $380.85 En ineer II Executive $500.00 $515.46 $531.40 $547.84 $564.78 1.3.6 Technical Support Services and/or Maintenance Support Services Technical Support Services and/or Maintenance Support Services fees are calculated as a factor of fees paid on net new licenses and/or hardware,renewal of services thereafter are priced based on a percentage increase over prior years fees and provided in accordance with then current Technical Support Policies. 1.3.7 Oracle Training and University Products Oracle University Cloud Learning Subscriptions Eff. 1-1-22 Customer Transaction Band E-Business License and Technical Support Discounts(Enter Discount off of list rice.List price detailed at www.oracle.com/education $0- $10,000 10.0% $10,001 - $25,000 15.0% $25,001 - $50,000 20.0% $50,001 - $100,000 27.0% $100,001 - $250,000 1 30.0% $250,001 + 1 32.0% a M M N 00 �O in O OOC) O N M o0 O r O M 7 Q7 N 7 rl O l� M N N 41 ON O O N 00 M �y Q � � � 110 V� Qn Cn 5011 con H4 f16 5n 5R W In In In O In In In N 7 00 6 7 (R 69 (A G q Gn 69 69 69 69 N N N N N N M 7 N Efj Ef4 H9 E/4 EA bf3 bR b5 5R O O GO N V) M ~ ^� 00 lZ 'IT r 07 00 01 O N O ry ry � CIA --� N N CA CIA CIA CIA 4 V1 00 M 1p rloq rlo� rlo� �oq � lcoq `f' 4�lq I' Eo' N N N N N N M N R &I Goo SH Go3 SH Go3 bp9 b&4 &q a Vf 69 69 V 54 54 69 69 69 N N N N N N M M N 6R 64 65 6f3 Ef3 f!4 ff3 cc/} 'd4 00 N �O 00 V) 00 rS DD 00 V'1 `O GO � N O N Ln m R dl O •--� O� O .-� � � ,-y 41 R 69 69 69 69 ff3 ll3 69 69 S9 69 H0000 000 z N M � W 0 � 00 Yr O �--� ,-•i 00 r— Ni N N N R CNot U 69 64 ff3 ff-1 64 64 C/1 69 69 69 69 W C� NC-i N N N N N M M N N N O ff3 CA, 69 Vf 64 6S 69 69 69 CA C U 00 N � rl U R l— 00 01 c�C �'Z'y +}"•+ OC O O O O O O O O O O a O O O O R y, O O .f..O •L lu O R t. 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O O ^C U. w o C u44 N O y W � r' � ~ � C .. �' •� � td et Q U C Y M fn Kevin Madok, CPA Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: May 11, 2021 T)O: Alan MacFacliern, Director 'recliitolo FROM: Pwnela (Ir. Hanco C. SUBJECT: April 21' BOCC Meeting Attached is an electronic copy of(lie fallowing item for your liandlinw. C5 Contract ividi DIX Solutions, 11,C Ior their Oracle Fusion Public Sector Community Development Cloud Service, in the aniount ol'$708,712.29,wliicli is composed of $457,089.24 iii implementation costs, and $251,623.05 in license costs Ior(lie first diree years. Motirm County also liar die option to renew licensing annually, at predetennined costs, dirougli 2028. '11iis contract %trill utilize competitively bid pricing in accordance widi cooperative purcliasing/piggybacking procedures. Sliould you liave any questions please feel free to contact ine at (305) 292-3550. cc* County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 AGREEMENT FOR IMPLEMENTATION OF THE ORACLE PUBLIC SECTOR COMPLIANCE AND REGULATION PRODUCT This Agreement ("Agreement") made and entered into this 21 st day of April 2021 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND DLT Solutions, LLC, a Foreign Limited Liability Company of the State of Florida, whose principal address is 2411 Dulles Corner Park, Suite 800, Herndon, VA 20171 its successors and assigns, hereinafter referred to as "DLT" or"CONTRACTOR", WITNESSETH: WHEREAS, the COUNTY is in need of a software product to be utilized by the building and code departments for processing and issuing of building permits, contractor licenses, code case, and other related functions, as the vendor for the current system in use has published an end of life support for the product; and WHEREAS, County staff has research various products offered for this purpose and has determined the best option to meet the County's Building Department's needs is an Oracle software product; WHEREAS, COUNTY desires to implement the Oracle Public Sector Compliance and Regulation (PSCR) product for building permitting and contractor licensing to be utilized by the COUNTY'S Building Department; and WHEREAS, CONTRACTOR has agreed to implement the Oracle PSCR product through a True Cloud Method (TCM) implementation methodology which will be deployed for the functional areas of Building Permitting and Contractor Licensing and which shall collectively be referred to as the "Project"; and WHEREAS, this Agreement will be utilizing cooperative purchasing and pricing through OMNIA Partners, a cooperative purchasing organization for public sector procurement, using a competitively bid solicitation issued by Maricopa County, AZ on behalf of itself and all states, local governments, and other government agencies, for Oracle Products and Services (DLT Solutions, LLC contract #180233-001; effective 12/12/18 to 11/30/23; Additional term up to a maximum of five years up to 11/30/2028); and WHEREAS, DLT Quote 4916437 is incorporated into and made part of this Agreement (See Attachment A); NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: �����yN ��� �������yN��JT FORM ��n AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By axaoudn0 this Aoraamant. 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 uOd| the CONTRACTOR'S dudes 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 accVrate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable |aVV, codes and regulations. The CONTRACTOR VVa[r3D1s that the documents prepared as a part of this Agreement will be adequate and sufficient to document COStS in @ [D@DDe[ that is acceptable for reimbursement by government a0anoias, 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 a||ovvad 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 ofthe Project. In providing all san/ioas pursuant to this agreement, the CONTRACTOR shall abide by all statutas, ordinanoas, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutas, ordinanoas, rules and regulations shall constitute amaterial breach of this agreement and shall andUa 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 ba 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, oo|or, national ori0in, sax, a0a, or any other characteristic or aspect which is not job ra|atad, in its raoruidn0, hirin0, promodn0, tarminadn0, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE 11 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 ofawritten notice to proceed from the COUNTY. 2.2 NOTICE REQUIREMENT All written correspondence t0 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 0ai|, return receipt requested. to the following: A|aOMacEache[O IT Director Monroe County B{]CC Information Technology 102050C)varsaas Highway, yNyN 102.5 Kay Lar0o, FL33O37 And: EdK000nis Administrative Director Monroe County BC)CC 102050C)varsaas Highway, yNyN 102.5 Kay Largo, FL33O37 And: Mr. Roman Gastasi. Jr. Monroe County Administrator 11OO Simonton Street, Room 2-2O5 Key West, Florida 33O4O For the CONTRACTOR: GharaaOi||ar Sales Account Executive OLT Solutions, LLC 2411 Dulles Corner Park, Suite 8OO Herndon, VA2O171 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Basic Services. Should the COUNTY require additional products or services they shall be paid for by the COUNTY at pricing, rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive pricing under the DLT Solutions, LLC contract for Oracle Products and Services (contract #180233-001; effective 12/12/18 to 11/30/23; Additional term up to a maximum of five years up to 11/30/2028), to provide the requested products and/or to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Any additional services must be funded and approved by the Board of County Commissioners. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to office accommodations, facilities, equipment, county staff assistance and cooperation, and complete and accurate data. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and the CONTRACTOR' representative if either become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.2. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts and, errors, or willful omissions, relating to the performance of this Contract. 5.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts and errors, or willful omissions in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 5.3 Notwithstanding anything to the contrary, no provision of this Agreement shall prohibit or affect Contractor's right to seek contribution from any party responsible for the underlying claim. 5.4 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. NOTWITHSTANDING ANYTHING TO THE CONTRARY, DLT SOLUTIONS TOTAL LIABILITY UNDER THIS AGREEMENT, FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY COUNTY UNDER THE APPLICABLE STATEMENT OF WORK FROM WHICH SUCH LIABILITY ARISES. 5.5 SECTION 6.2 INFRINGEMENT DEFENSE INDEMNIFICATION SHALL APPLY AS SET FORTH BELOW(SEE ORACLE PRODUCTS AND SERVICES AGREEMENT DATED 12/12/18-Attached hereto as Attachment B): (SEE EXHIBIT C, D AND E Attachment B) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819. Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712 ARTICLE V1 PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE V11 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. /$708.612.28\ VViU apply to this Agreement. This 80OuDt is CO0pOSed of Four Hundred and Fifty Six Thousand, Nine Hundred and Eighty Nine OO||2[S and Twenty Four CSOtS. ($450.989.24) in implementation costs and Two Hundred and Fifty-One Thousand, Six Hundred and Twenty-Three Dollars and Five Cants ($251.023.05) 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 218.7O. Florida Statutes. (/\) If the CONTRACTOR'S dudeo, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this A0raemant, compensation due to the CONTRACTOR shall be equitably adiustad, either upward ordownward; (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit month|y, 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 san/ioa rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment issought 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 offunds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses will be incurred by the CONTRACTOR. Additionally, it is anticipated that this work will be performed remotely, but in the event that travel becomes necessary, expenses incurred in connection with travel authorized by the County, in writing, will only be reimbursement to the extent and in the amount authorized by Section 112.061, Florida Statutes. 7.4 TERM OF AGREEMENT 7.4.1 The initial term of this Agreement is for a Thirty-six (36) month period. This Agreement may be extended upon mutual agreement of the parties. The Agreement may be renewed after the initial three year term for incremental one-year extensions in accordance with the term of the contract for Oracle Products and Services (DLT Solutions, LLC contract #180233-001; effective 12/12/18 to 11/30/23; Additional term up to a maximum of five years up to 11/30/2028). Any renewal of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers ILuabifity Insurance with limits of$100,010101 per Accident, $5001,0010,Disease, policy limits, $100,000 Disease,each employee, C. Comprehensive Business Automoblite and Vehicle Liability Insurance covering claims for iinjuriiies to members of the public and/or damages,to property of others, arising from use of motor vehicles,, iincludiing onsite and offsilte 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 GenerW ILiabiliiity Insurance, including Peirsonall Injury Liabillity, covering claims for linjuirhes to members of the public or damage to Ipiropeirty of others airllsing out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or sublGONTRACTORs, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; (Broad Form IProlperty Damage and a Blanket Contractual Liability (Endorsement with $3001,0100 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 iinclude coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may Ibe reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional Liability Insurance or IEnigiineer's (Errors and Omissions insurance of $3,00,000 per occurrence and $500,000 annual aggregate. If the policy lis a "claims made'" policy, CONTRACTOR shall maintain coverage or purchase a "taH" to cover claims made after completion of the project to cover the statutory time limits in Chapter 9$ of the Florida Statutes. F. C �ber Liab�ilitV Insurance to incluidie the followinic toThe miniimuirn limits acceptable is-, 1 coverages: G. COUNTY shall Ibe named as an addibonal insured with irespect to CONTRACTOR'S liabilifiles hereunder in insurance coverages identified in Paragraphs C and D. K CONTRACTOR shall require its subco n tractors to Ibe adequat6ly insured at least to the limits Ipresciribed 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 provilide to the COUNTY certificates of iinsurance or a copy of all insurance policies iincluuding 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 aiddibion, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after fifteen (15) days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with fifteen (15) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.5 CONTRACT DOCUMENTS This contract consists of the Request for Proposals (issued under the lead agency under OMNIA Partners), any addenda, the Form of Agreement (Articles I-IX)/This Agreement, the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and Attachment A, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the Form of the Agreement/this Agreement will control or alternatively the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subCONTRACTOR has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subCONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.7 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.3 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.10 ATTORNEYS FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.13 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.15 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI I of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.17 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.18 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." 9.19 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.20 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR 'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,BRIAN BRADLEY AT PHONE#305-292-3470 BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.21 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.22 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.24 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.27 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.28 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 9.29 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen,was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine, A f t '1t 1dJ/l S WHEREOF, each party has caused this Agreement to be executed by its duly cfr` r �tiai _, epresentative on the day and year first above written. BOARD OF COUNTY COMMISSIONERS Att�sf: evin Madok, Clerk OF MONROE COUNTY, FLORIDA AA� By:G By; ' �K.---.& As Deputy Clerk Mayor/Chairman (Seal) CONTRACTOR Attest: By: 4i+. Title: Sales Manager Title: Senior Director of Sales END OF AGREEMENT MONAUf COUNTY ATTOMXY /?!„_�►my�1a!]As Tam: •CNIu5T1NE L M IAT-2Muowl ASSISTANT COLPM ATTORNEY DATA /17,1.1)-1,.---. Attachment A- Scope of Services / Pricing DLT Solutions, LLC Quote Quote: 4916437 Reference: 1594775 Date: 02/16/2021 / 03/26/2021 { 1 ys, I r ly. , t in) �F 1Slj {� hri 7A t itts{,i,7� �s tdist° p m � #4 Y t a tt#a r S Y, This pro posaI includes data that shall riot be disclosed outside the Governrrient and shall not he duplicated,used, or dis(losed--in whole or in part--for any purpose other than 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 r 703.709.7172%www.dlt.com TIN 54-i59988a DUNS#78-6468199 CAGE Code oSoN9 t GSA IT Schedule 7o GS-35F-267DA ., ,. ,, . .— . . �, , c. ,,.� _, � , a � � i1 d* A ;. .,. 1 � , V e �� 4 � t. ,` 1 'r f tt�� i AW "'` w us`s 4s u '� �' '�4 2U� �ea« n�0� `�� l � �0 � � �� �r f t� �°.� dU �„ � � �� W� �. f�.ra r (�r '.� v?t' ��@ w �'i �"� ��. r ��''�'. I n ` .� i .;�. ` ,; i i °, � ,; � � .. .. � , r _ , � �. �i � i t t 4 4 4 �- + � - � ' �' � � '1 � f, � � 1 t 4 1 + V t: ' t 1 March 26, 2021 Monroe County, FL 11oo Simonton Street ROOM 2283 Key West, FL 33040 Attention:Karen Pleasant Gonzalez, Sr Application Administrator Dear Karen, DL.'T°Solutions,a"l"ech Data Company,and Oracle America, Inc.have partnered("'Teani DIJ")to offer this proposal for True Cloud Method("TCM)irnplementat:ionTorr a fixed price basis to Monroe County, Florida ("Custorner")„ DLT Solutions,a ' ech 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:;�z � _<< rl�illr t r ��lu� a01n. For contractual questions, please contact 703-709-7172 or 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 aC�.{._',.: . This offer is valid until 04/30/2021.Please reference Quote#4926354 upon subsequent award or Purchase Order. Please note that the period of performance shall be one year form date of award unless otherwise required by award. We look forward to your analysis of our proposal and to speaking with you further regarding your consulting needs. Sincerely, Sheree Diller Sales Account Executive Consulting Services—Enterprise Applications 2411 Dulles Corner Park,suite 800,Hernclon,VA 2017, / U31n 800,262.4358 / OF)x 703.709.8450 f vv7 n,v r!)t�rxr� �, LILT Solutions,a Tech Data Company March 26, 2021 Page 1 4916437 15477 A Ur 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 ci7 onroeCOurrty-Fl_.Gov tyler.rnccarthy@dlt.com 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 DI.T quote number 4916437. By Monroe County's issuance of this 36-rnonth Order, Monroe County is confirming to DLT that all funds for the first 'I 2-month period,within the initial 36-month term, 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 PaS 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 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 City. Reflects 90 Hosted Named Users x 36 months 2 9891-7428 B91940 MSTATE-ORCL-USC 720 $28.7958 $20,732.98 Oracle Digital Assistant Metric: Platform for SaaS-1000 sessions Qty. Reflects(20)x 36 months 9891-320174 B89432 MSTATE-ORCL-USC 1 KOO $0.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government u First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B9203 5 MSTATE-ORCL-USC 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 Ms"rATE-ORCL-USC 720 $26.17801 $18,848.17 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects(20)x 36 months Subtotal $261,623.05 491647 1594775 ., rice Quotation02/16/2021 04/30/2021 NOTE Additional Fees for Any Increased Usage/Capacity As described in the Oracle Government PaaS and laaS Cloud Services Descriptions document available at http://vmm.oracle.com/contracts, if you in a given month exceed the quantity of services specified for any of the Claud 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-USG 1080 $67.40838 $72,801.05 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 M S"rATE--ORCL-U SC 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 MSTA"f E-ORCL-USC 1 MOO $0,00 Oracle Cloud Infrastructure-Outbound Data Transfer.-Government,w 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 9891-32357167 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government m Each 6 9891-7702 B91205 MSTATE-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 $86,390.66 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 9891-32356965 B 0142 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 Gracie 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 $f1.00 Oracle Cloud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-742.7 B92035 MSTATE-ORCL-USC 1 $0.00 $0.00 Oracle Visual Builder Studio Govemment-Each 4916437 Po 1594775 ce .. 02/16/2021 LT, Pr Quotatio 04/30/2021 9891-•32357167 B90937 MSTAIN`E-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Claud Service-Government-Each 6 9891-7702 B91205 M STATE-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 tlae Oracle Government PaaS and laaS Cloud Services Descriptions docurent available at http:Nvvnrw.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 lams` 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 $72.20785 $77,984,48 Oracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 12 months 2 9891-7428 B91940 MSTATE-ORCL-USC 240 $31,7714 $7, 25.14 Oracle Digital Assistant Metric: Platform for S a -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 MSTATE-ORCL-USC 1 0,00 $0.00 Oracle Visual Builder Studio-Govemment•Each 5 9891-323571 7 B909 7 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 2,641. 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://vvww.oracle.cornlcoritracts, if you in a given month exceed the quantity of services specified for any of the Cloud 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 9891-32356965 B90142 MSTATE-ORCL-USG 1080 $75.09613 $81,103,82 Coracle Fusion Public Sector Community Development Cloud Service-Hosted Named User, Monthly Qty. Reflects 90 Hosted Named Users x 12 months 491647 , 1694775 Price Quotation 02/16/2021 04/30/2021 9891-7428 B91940 MSTATE-CORCL-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 889432 STATE-ORCL-USC 1 $0.00 $0.00 Oracle Claud Infrastructure-Outbound Data Transfer-Government-First 10 TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B92035 MSTATE-ORCL-U C 1 $0,00 $0.00 Oracle Visual Builder Studio-Govemment-Each 5 9891-32357167 B90937 MS'T'ATE-ORCL-USC: 36 $0.00 $0,00 Oracle Identity Foundation Cloud ServiceGovernment- Each 6 9891-7702 B91205 MSTATE ORC;L-U SC 240 $30,0384 $7,209,22 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,0100 INTER.AC°TiON S 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://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 ("Govemment 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 1-32366 65 B90142 MSTATE-ORCL-USC 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 9891-7428 B91940 M STATE-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 Claud 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 $0.00 $0.00 Oracle Visual Builder Studio-Government-Each 5 9891w32357167 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government- Each 6 9891-7702 B91205 MSTATE-ORCL«USG 240 $31.24 $7,497.60 ORACLE INTELLIGENT ADVISOR CLOUD SERVICE- 1,000 INTERACTIONS Qty. Reflects(20)x 12 months Subtotal for Option Year 100,092.96 491 6a437 LATI 1477 Price Quotation 02/16/2021 04/30/2021 NOTE Additional Fees for Any Increased Usage/Opacity As described in the Oracle Government PaaS and laaS Claud 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 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-USC 1080 $81.22398 $87,721,90 Oracle Fusion Public Sector Community Development Cloud Service-Masted Named User, Monthly Qty, Reflects 90 Hosted Named Users x 12 months 2 9891-7428 B91940 MSTAT°E-ORCL,-USC 240 $35,73863 $8,57715 Oracle Digital Assistant Metric: Platform for SaaS-1000 Sessions Oty. Reflects (20)x'I2 months 3 9891-320174 B89432 META- E-ORCL-USC 1 WOO $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 MS"l`ATE-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 6 9891-7702 B91205 MSTAT -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 IaaS 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- 2356965 B90142 MSTAT'E-CJRCL-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 Saa -1000 Sessions Qty. Reflects (20)x 12 months 3 9891-320174 88432 MSTATE-ORCL-USC 1 $0.00 $0. 0 Oracle Cloud Infrastructure-Outbound Data Transfer_Government-First 1 o TB per month-Gigabyte Outbound Data Transfer per Month 4 9891-7427 B 2035 MSTATE-ORCL-USC 1 $0,00 $0.00 Oracle Visual Builder Studio-Government-Each 4916437 1594775 .7 Price Quotation 02/16/2021 04/30/2021 5 9691-32357167 B90937 MSTATE-ORCL-USC 36 $0.00 $0.00 Oracle Identity Foundation Cloud Service-Government- Each 9891-7702 591205 MSTA`i'E-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 Contract Serial No. 180233-001 Contract Expires: 11/30/2023 DUNS : 78-646-8199 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 cparsdlt.com. DLT Solutions. LLC DLT Solutions, LLC. Bank of Arnerica P.O. Box 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://\vww.oracle.com/us/support/policies/index.htrTil, 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. ONf"OE 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 fallowing 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 4926354. i. The;cope 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 cause( )month implementation: a) Conduct a Project Kickoff Meeting b) Create and rneaintain.;a Work Plan in Microsoft Project, The Work Plan cletails the activities to be performed, resources, milestones and the critical path for the project:, c) Create and maintain the Project Charter, Governance Model,Deliverable Acceptance Framework and Status Plan, d) Additional Project Management Services include: a.) Review Project Charter, Governance Model and Deliverable Acceptance Frarnework with the Customer's Project Manager. z) 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 act:ivities,- a. Focus Phase e 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 a.) Oracle will conduct one(i), up to eight(8)hour product training course(s)that occurs at the beginning of the implementation of PSCR to establish a baseline understanding of core design concepts,usability and terminology,There will be up to fifteen (a.5)participants per course. z. Refine Phase-a highly collaborative phase focusing on how to best adapt Industry Preferred Practices to the C.ustorner'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 Lean) including delivery of all application farms, reports and relevant artifacts to assist Oracle Consulting in understanding of Customer business processes. COLT Solutions,a Tech Data Company March z6, zo2a Page 2 MOlt1ROE CCD(JP<,l...I..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 • WVorldlow and review processing, a) Reports- Business Intelligence Publisher(BI Publisher)and Oracle Transactional Business Intelligence(OT I). Deploy all standard reports to DE.V environment.,aria)all environrnentsstandard reports that the County would like to use to the TEST amid PROD environment. Report:Development'Training-Oracle will conduct one 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 wil'I be up to seven(7)participants per course. b) Integrations-The in scope integrations listed in Table i below: Table t. for Scope Integrations Cyberssource 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 forthe Address/Parcel/Owner Integration 2) Develop and test in-scope integrations 3) Deploy tested and approved integrations to Production. c) Data Conversions Oracle will provide data conversion services for the data identified in Table 2 and conduct the activities listed below: z) Analysis of Legacy data to provide mapping direction to the customer; 2) Review the data conversion process,tasks,and data load cycles; 3) Review and provide the data load templates that will be utilized for data mapping; 4) Provide a brief introduction to the Cloud import tools to include File-Based Data Import (FBDI); 5) Develop a Data Conversion Specification Document; 6) Assist in Data Mapping; DLT Solutions,a Tech Data Company March 26, 2021 Page 3 7) Load Data into the Test env iron merit for testing; 8) Load approved conversion(s)into the Production environment. Table a-In Data Conversions Community Plus All existing active contractors will be migrated to Oracle. Centralquare 9) Oracle will provide 4 data loads for each data source as defined in Table 3below. Table -Data Conversion Load Cycles Includes loading the Custo ner's 'This cycle will be led by Oracle with data as defined in the Data Cycle.1 C: EV the client's team validating the Conversion Specification loaded data. Docurrrent. Cycle 2. 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 Review}) End Conversion Specification Review) 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 a data as defined in the Data (Production PROD I the 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(a)Train the Trainer coarse 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, manacling 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 Pane 4 completing inspections, managing workflow,and issuing permits.fifteen(i,)participant's maximum per course. 3) Oracle will provide one(i)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) Co-Live Preparation i.) Develop, review,and approve the Cut Over plan; 2) Migrate configurations and integrations to the production environment,- 3) Provide a Lgductlon Ready_Checki tit Re ort 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 a) Oracle will provide up to one hundred and sixty(. o)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: 4 Detail the scope of the project in accordance withthis exhibit— what is in and out of scope? 0 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? 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 °I`ech Data Company;March 26, 2021. Page 5 Cues the document: Define the project schedule of when activities,tasks,and Dz 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 Fussiness Requirements Backlog. Report is broken Permits down by pre-determined strategic area. Configuration Workbook— Report detailing configured and delivered business components as I Dca Contractor identified in the Business Requirements Backlog. Report is broken dawn Registration by pre determined strategic area. Configuration Report detailing configured and delivered business components as Dry Workbook • Code identified in the Business Requirements Backlog. Report is broken clown j Enforcement by pre-deternained strategic tar-ea. Does the document.:: D6 Conversion Strategy Detail the Conversion strategy,source systerns, approach,-technical conversion tools, critical dependencies, and the relevant data governance processes that wil I be adhered to throughout the duration of the project? 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. Does the document: * Define the strategy for testing? e Confirm the entrance and exit criteria For each cycle? j 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: Converted Data Dio Contain the data as documented in the Data Conversion (Production) Strategy Deliverable? DtT Solutions,a Tech Data Company March 26,2023. Page 6 MONROI,u COUNTY, FI...01RIC..:�A 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 $37,63441 Dz Project Plan a $37,63441 D3 Configuration Workbook-Building Permits a s64,516.13 ....... .. Di.d. Configuration Workbook,-Contractor Registration 6 s646-A.C.7.3 _ _ G:5 Cori figuration Workbook, Code Enforcement 6 $37,634 /Jra DC Conversion Strategy x s43,01.0.75 D7 Interface Strategy Via• $ic>,763.44 D8 Test Strategy 6s43,020.75 D9 Configuration(Production) 8 s43,010.75 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 circurnstance 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 casts 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 DLT solutions,a Tech Data Company March 25, 2021 Page 7 MC]NR[}E COUNTY, FLC]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,avvorkspacethatisfreefromrecognizedhazandsthatarecausing,or|ike|y 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 655.734), allow Oracle to post a Notice regarding Oracle H-iBemp|oyee(s)atthe work site prior to the employee's arrival oil site� S) ObtainaUcor¢ractsandauthorizationfmmthirdpartypmviders,suchaspayment processors,finance systerns, electronic clocurnent review and rnarkup, etc.who act as your functional, technical, and business resources tosupport.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. zt) 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'sperformapceofthe 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 arid 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 z42ozz 'Page 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. `able —Res prase rues Nlmw ff� Review of a non-deliverable document Five(S) Request for unit testing feedback Five(S) ........__............ Requests for non-deliverable documentation on Three(3) systems and processes Requests for information on systems and processes Three(3) Requests for meetings Three(:} a6) 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 tile services. �17) Define logic.,:to support required calculations, a8) Perforrn all workstation desktop installation I:>rocedt.rres, B G(;'."neral Assunrqxtiorrs :a.) cervices will be performed primarily In Customer's office and remotely, as deterrnined 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 i n 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(i)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. g) 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 corr7pletion OF the functional and technical workshops will be the basis for subsequent design and implementation tasks,Any changes to arose decisions are subject to the standard change control procedure. ia.) 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, 12) Services will be performed on consecutive business days, Monday through Friday, DL.T Solutions,a Tech Data Company march 26, 2021 Page 9 OIll 'OF COUNTY, FI OPIDA -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. :a.f9) 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("Phil")as the term is defined by the Health insurance Portability and Accountability Act("IdIPPV)of-1,9 6, as arrrended, or(b)health or similarly wensltive.data that imposes specific data security or data protection obligations on the processing of such data different frorrt those specified in the Service Specifications forthe relevant cloud services. .r.9) Customer and Oracle will work together to review and mutually agree upon the baseline project work plan, including:schedule tirrreframes,tasks and resource assignments, zo) For Address/Parcel/Owner Integration,you will be required to either provide the data in a predefined format and/or provide a local database that will be used to manipulate the data into a prescribed format. C. Testin ssurr"iptiol'1 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 systern 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. Fechnical Assurri t1Ons 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. A, 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 a.o (PaaS)or any other toolset is not included.(usioris B. "'Festing 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. , Technical Exclusions a) Encryption of inbound and outbound files. b) Installation and configuration ofany third-party software or hardware, c) Interface specification documentation for CMS, IVR and Cybersource Payment Processing, GIS and Cybersourc,°e 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 aC, 2021 Page ar. Attachment B- Oracle Products and Services Contract Dated December 12, 2018 SERIAL 180233 RFP ORACLE PRODUCTS AND SERVICES Contract DLT Solutions LLC DATE OF LAST REVISION:May 18,2020 CONTRACT END DATE:November 30,2023 CONTRACT PERIOD THROUGH NOVEMBER 30,2023 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for ORACLE PRODUCTS AND SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on December 12,2018. All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. --f Z4�1 1pe, keviniyne, Chic(Proeureinent Officer Office of Procru-cment'gervices BW/yy Attach Copy to: Office of Procurement Services James Foley,OPS (Please remove Serial 13120-RFP from your contract notebooks) SE0UAL180233-0FP ORACLE U�NTm�'�� ��U� �'���Nm�'�� ������� u ����m��� m � ���m� ���� � m��� 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 fora.term of Five(5)years,beginning on the 12"'day of December,2018and ending the 30"'day of y4ovcmhcc2O23. 12 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. Tbeierm 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 {cnna tip to u nnuxionun of Five (5) additional years, (or at the County'o oo|o discretion, extend the contract on a mouth-to-mouth 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 icnn.or-my additional icnnthereafter. 1.4 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to ,mother provider and/or W the County. This may includu, but is not limited to the preparation of u transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer ofall ocorda, and other data in the possession, custody or control of Contractor required to be provided to the County either by the tunna of this ugruunnenV or as u nnuKcr of law. The provisions of this clunau shall survive the expiration or termination of this agreement. 2.0 PRICE ADJUSTMENTS (applies{o percentages in contract): Any ruqnua{a for reasonable price adjustments must be aohnnittcd one hundred and twenty (120) calendar days prior to the Contract expiration. Duqnua{a for adjustment in cost of labor and/or nnu1udula nnzat be supported by appropriate documentation. The ruuaonuhlunuaa 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 duacdhud buruin. County shall pay Contractor the sum(s) akkud in Exhibit"A." 32 Payment shall bo made upon the County'o receipt u[u properly completed invoice. SERIAL 180233-RFP 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s)will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name,address and contact • County bill-to name and contact information • Contract Serial Number • County purchase order number • Project name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase(product or services) • Pricing per unit of purchase • Freight(if applicable) • Extended price • Mileage w/ratc(if applicable) • Arrival attd 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(littp://www.miricoj2,i.gov/922/Veiidors). 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 tinder 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 refired of any finds in the retention account. 3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County. 3.4.3 The Contractor shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The Contractor is required to request this option at least ten(10)business days prior to submission of first Application for Payment to allow time for preparation of forms.The Contractor shall request and obtain securities forms through County.The County must identify either securities option or retention option prior to first Application for Payment. SERIAL 180233-RFP 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor's invoices. 3.5.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made tinder 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 tinder 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 tinder,or in connection with,this Contract,County may amend, suspend, decrease,or terminate its obligations tinder,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 tinder this Section,at least ten(10)days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit`B", or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer. SERIAL 180233-RFP 5.2 During the Contract term, County may provide Contractor's personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations. 6.0 TERMS AND CONDITIONS: 6.1 INDEMNIFICATION: To the fitllest 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 willfitl 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 sluall prohibit or affect Contractor's right to seek contribution from,iny 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 tinder this provision shall be considered licensed subject to the terms of this Contract and shall be used solely to maintain the Programs. Oracle's source code escrow agreement is private and confidential and is not available for release to You. Oracle does not deposit source code for any third party programs. Upon request from You, Oracle will register You with SERIAL 180233-RFP Oracle's escrow agent as a beneficiary under Oracle's source code escrow agreement. To request registration, You must email Oracle at source-code-escrow ww(c,oracle.com. Thereafter, and provided that You are current on technical support for the Programs for which technical support is offered,You will be contacted on an annual basis to confirm whether You require Your registration to continue. 6.4 INSURANCE: 6.4.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.4.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may,at the sole discretion of County,constitute a material breach of this Contract. 6.4.3 Contractor's insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not.contribute to it.. 6.4.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an. insurance policy warranty shall not affect the County's right to coverage afforded under the insurance policies. 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 parry action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion,collapse,or underground property damage. 6.4.9 Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the Contractor's owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor's work or services or use or maintenance of the premises under this Contract. SERIAL 180233-RFP 6.4.10 Workers' Compensation: Workers' Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor's employees engaged in the performance of the work or services under this Contract; and Employer's Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee,and$1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers' Compensation and Employer's Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.4.11 Errors and Omissions(Professional Liability)Insurance: Errors and Omissions(Professional Liability)insurance and,if necessary,Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the Contractor, with limits of no less than$2,000,000 for each claim. 6.4.12 Crime: Contractor shall maintain. Commercial. Cringe Liability Insurance with a limit.of not.less than$500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft,or embezzlement. 6.4.13 Cyber: Policy Limit: 6.4.13.1 The policy shall be issued with minimum limits of$100,000. 6.4.13.2 The policy shall include coverage for all directors, officers, agents and employees of the Contractor. 6.4.13.3 The policy shall include coverage for third party fidelity. 6.4.13.4 The policy shall include coverage for theft. 6.4.13.5 The policy shall contain no requirement for arrest and conviction. 6.4.13.6 The policy shall cover loss outside the premises of the Named Insured. 6.4.13.7 The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear. 6.4.14 Technology Errors&Omission Insurance: • Each claim $2,000,000 • Annual Aggregate $2,000,000 Such insurance shall cover any,and all errors,omissions,or negligent acts in the delivery of products, services,and/or licensed programs tinder 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 tinder 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 tinder this Contract is completed. 6.4.15 Network Security (Cyber)and Privacy Liability (IF APPLICABLE TO PROJECT): • Each Claim $2,000,000 • Annual Aggregate $2,000,000 Such insurance shall include,but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation, and SERIAL 180233-RFP credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption,computer fraud coverage,and finds 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 tinder 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 tinder 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 entailed to the Procurement Officer noted in the solicitation. 6.5 BOND REQUIREMENT(IF REQUIRED FOR ANY PROJECT): 6.5.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds,which shall become binding upon the award of the contract to the Contractor. 6.5.1.1 Performance Bond equal to the full Contract amount($ or as specified)conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract. SERIAL 180233-RFP 6.5.1.2 A Payment Bond equal to the full Contract amount ($ or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Contract. 6.5.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney's fees as may be fixed by a judge of the court. 6.5.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this State, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated "Best-A" or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M.Best.Company. 6.6 FORCE MAJEURE: APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. (SEE EXHIBITS C, D AND E AND F)) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS Y041918 032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS 041818. 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 v190712. 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 041818. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS 041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS "^ 8 032819. Exhibit F-ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712. 6.8 DELIVERY: 6.8.1 Delivery shall specified on each order. 6.8.2 Exceptions to delivery schedule will be special order items that shall be identified. 6.8.3 Delivery shall be F.O.B.Destination,Freight Prepaid. SERIAL 180233-RFP 6.9 EXPEDITED DELIVERY: 6.9.1 If the Using Agency determines that rush shipping or other alternate shipping is required,it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 6.9.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs,the Using Agency shall advise the Contractor to proceed. 6.9.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. 6.10 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 6.10.1 Contract Serial number. 6.1.0.2 Contractor's name and address. 6.1.0.3 Using Agency naune and address. 6.10.4 Using Agency purchase order number. 6.10.5 A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s),as applicable. 6.11 PERFORMANCE: It shall be the Contractor's responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to correct the deficient service within 30 days after written notice. 6.12 SHIPPING CHARGES: 6.12.1 Unless expressly included in an Oracle product or service Stocking Keep Unit(SKU)all shipping charges are separately orderable SKUs.FOB: Destination. 6.12.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements.These requirements will be made in writing to the contractor. 6.13 PACKAGING/PACKING: Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate,to the point of delivery specified in the bid document is acceptable. 6.14 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams,if required by the Department.These may be provided in hard copy or electronically. 6.15 INSTALLATION: The Contractor's price shall include delivery and,if requested at the time of quote/bid,installation of all equipment in a complete operating condition. SERIAL 180233-RFP 6.16 ACCEPTANCE(IF APPLICABLE): 6.16.1 Perpetual Licenses — Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses. 6.16.2 Engineered Systems and Hardware—Acceptance is upon delivery. 6.16.3 Cloud Services—Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services. 6.17 RETURN POLICY: All orders are non-cancellable and non-refundable. 6.18 INSPECTION OF SERVICES (IF APPLICABLE): 6.18.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. 6.18.2 County has the right to inspect and test al] services called for by the Contract,to the extent practicable at all. times and places during the tern of the Contract. County shall perform inspections ,ind tests in i tn"tnner 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 tinder 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 tinder this Contract when the County identifies a need and proper authorization and documentation have been approved. SERIAL 180233-RFP 6.21 BACKGROUND CHECK(IF REQUIRED BY PROJECT): Contractors need to be aware that there may be multiple background checks (Sheriff's Office, County Attorney's Office, Courts as well as Mancopa 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 a11, 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 daring the period of work stoppage. Within a period of 90 calendar days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 6.23.1 Cancel the stop work order;or 6.23.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 6.23.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.24 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the Contract for convenience by providing sixty (60)calendar days advance notice to the Contractor. 6.25 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 6.25.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 6.25.2 Make progress,so as to endanger performance of this Contract;or 6.25.3 Perform any of the other provisions of this Contract. The County's right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten(10)business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.26 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person significantly involved in initiating, SERIAL 180233-RFP negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating,negotiating, securing,drafting or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the Contract. 6.27 CONTRACTOR LICENSE REQUIREMENT: 6.27.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fizlfillment 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 ilttachment 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 subColltraCting of the labor portion of the Contract. Contractors are advised to Contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain. licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.28 SUBCONTRACTING: 6.28.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project. 6.28.2 The subcontractor's rate for the job shall not exceed that of the Prime Contractor's rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. 6.29 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties.Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.30 ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted,payment to the Contractor will be reduced proportionately,to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract,prices for such additions will be negotiated between the Contractor and the County. 6.31 STRICT COMPLIANCE: Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract. 6.32 VALIDITY: The invalidity,in whole or in part,of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. SERIAL 180233-RFP 6.33 SEVERABILITY: The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.34 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request,any available information that is relevant to a Contract and to the performance thereunder. 6.35 NON-DISCRIMINATION: Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona website (]tt ://azmemorv.azlibrarv.gov/cdm/sin lei tem/collection/execorlers/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person's age, race, creed,color,religion,sex,disability or national origin. 6.36 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.36.1 The undersigned (authorized official signing on behalf of the Contractor)certifies to the best of his or her knowledge and belief that the Contractor,it's current officers and directors; 6.36.1.1 are not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state,or local jurisdiction; 6.36.1.2 have not within three(3)year period preceding this Contract; 6.36.1.21 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local)transaction or contract; and 6.361.2.2been convicted of violation of any Federal or State antitrust stattues 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; 6.361.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain,or as the result of performing a government entity public(Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3)year period preceding this Contract had any public transaction(Federal, State or local)terminated for cause or default. 6.36.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.36.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. SERIAL 180233-RFP 6.37 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.37.1 By entering into the Contract,the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee's employment or at least three (3) years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.37.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.38.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County's intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance,the County will consider this a.material breach of the Contract and may pursue any and all remedies allowed by law, including,but not limited to; suspension of work,termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.38 INFLUENCE: As prescribed in MCI-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC 1-902. An attempt to influence includes,but is not limited to: 6.38.1 A Person offering or providing a gratuity, gift,tip,present, donation, money, entertainment or educational passes or tickets,or any type of valuable contribution or subsidy, 6.38.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment,or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County,the Chief Procurement Officer, or his designee,reserves the right to seek any remedy provided by the Mancopa County Procurement Code, any remedy in equity or in the law,or any remedy provided by this contract. ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 6.39 Contractor EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 6.39.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub.L. 112-239)and section 3.908 of the Federal Acquisition Regulation; 6.39.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712,as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. SERIAL 180233-RFP 6.39.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold($150,000 as of September 2013). 6.40 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 6.41 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.41.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six(6)years,whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to,and the right to examine,copy and make use of,any and all said materials. 6.41.2 If the Contractor's books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa. Colony 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)tinder the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor's procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15)business days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval,prior to any dissemination. 6.45 PUBLIC RECORDS: Under Arizona law, all Contracts are public records and must be retained by the Records Manager at the Office of Procurement Services. Contracts shall be open to public inspection and copying after Contract award and execution, except for such Contracts or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. SERIAL 180233-RFP 6.46 PRICES: Contractor will make reasonable efforts to seek approval from Oracle to extend to County tinder 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, Oraele S,e4wa+eS4a emirs and Goi4di+i^4sfor- e4s—and-Qen,iees ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS„0 i�g v032819; 6.52.4 Exhibit D, r faele Glettd Set=v4ees Tef s aiid Geis ifieiis ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818; SERIAL 180233-RFP 6.52.5 Exhibit E, Or-zele 14ar"ar-e TeF and r,,,difiens ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS W41919 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.4111 Avenue Phoenix,Arizona 85003 For Contractor: DLT Solutions 1 1 C. 2411 Dulles Corner Park Suite 800 Herndon VA.20174 ATTN: Contract Management Kevin.Ford(&,,dlt.com SERIAL 180233-RFP IN WITNESS N AE EIOF, ihis C tt.xa,ct. is cxe tcdoiri tlac loll. set 1brl� ubov .e �ry r ,MIS wC ion Lukee . l` 1 , 11,12912.job 1. ; Y............... ...._,.,.r._.................................. w .,......._ ... . BOARI DATE APPRONED AS TO FORM: SERIAL 180233-RFP EXHIBIT A PRICING SERIAL 180233-RFP NIGP CODE: 20655 RESPONDENT'S NAME: DLT Solutions,LLC COUNTY VENDOR NUMBER: V S0000003170 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.ford((r,,dltcom YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRAC 1XI 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 eq eq eq eq eq eq eq eq eq eq cd 4e w 6 w -x 4e 4 6 4e 4e 4e 12 �2 cr ell C-0 ci ci ci ci ci Zj .j Gt ;.0 cz w w Ij tL Ij w r- w Ij 42 W r- C r w QJ') w Ij ;.o cr w kr, Ij QJ') 00 40 U. ;.0 kr, oj e kr, kr, w a M M yL" N N N N N N � O O O U OO W � � � m � � m U � U U a y •� iyi a iw CC y it U7 U iinl CO,1 U r � � a 0 0 0 0 0 �+ CSC 3 y U A .i► p y O y U � V Jai y � o 0 0 0 0 i.i O x L: U A CSC M M SERIAL 180233-RFP 1.3.4 Cloud Services Catalog Products Insert Percentage Below Global Price List-shown in dark grey Min.Discount for Service XX% Oracle Cloud Software as a Service SaaS Oracle Ri htNow Global Price List 32% Oracle Talco Cloud Service Global Price List 32% Oracle Fusion Cloud Service Global Price List 32% Oracle Cloud Platform as a Service and Infrastructure as a Service PaaS and IaaS Oracle Cloud Platform as a Service and Infrastructure as a Service- Public Cloud Global Trice List 2% 1.3.5 Consulting/Professional Services s A Sii1}2r}- sy t1 tt s s ;.ra i Nslu(t�ss 0 siff� i 1�. , Application Developer $ 198.83 $ 198.83 $ 202.89 $ 202.89 $ 202.89 Associate Consultant $ 131.27 $ 131.27 $ 133.89 $ 133.89 $ 136.57 Consultin /En ineer $ 190.61 $ 193.51 $ 193.51 $ 196.46 $ 196.46 Director/Engineer $ 212.18 $ 212.18 $ 216.51 $ 216.51 $ 222.07 Installation Engineer $ 190.61 $ 190.61 $ 195.50 $ 195.50 $ 200.51 Managing Principal Consultant $ 264.96 $ 264.96 $ 271.75 $ 271.75 $ 278.72 Practice Director $ 330.81 $ 330.81 $ 337.43 $ 337.43 $ 344.18 Practice Manager $ 285.48 $ 285.48 $ 291.41 $ 291.41 $ 297.24 Principal Consultant $ 231.84 $ 231.84 $ 237.78 $ 237.78 $ 243.88 Project Mana er/En ineer $ 242.89 $ 242.89 $ 244.11 $ 244.11 $ 245.34 Senior Consultant/Engineer $ 215.86 $ 215.86 $ 219.15 $ 219.15 $ 222.48 Senior Project Manager $ 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 En ineer $ 217.52 $ 217.52 $ 217.52 $ 223.10 $ 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 't C) C1 kr) C) OC C; kr� C; r-: C; C-i C) C) CIA C) o C) C) r1l C) llq roq roq roq C) It C) C� ct roq roq roq roq Ct ct 'A roq roq roq un 0 ct =z:s Q u = un roq roq roq roq O CIA cn Q ct ct ;04 CA C) C) C) C)C) C) W') u PE u -,;5 C) C) CA C) CA W) — roq roq roq roq + CSC cn roq C) C) C) C) C) 00 r.. O 11; � roq roq roq roq roq 4, � a M M N O O M l� O It � V') O N M 00 I:F� roq +Il llq CIA roq Vl V) r oq +I') r 01 W roq roq roq roq roq roq � — � — Vl Vr N v'� m -+ 01 Vr roq roq roq roq roq roq Eli Eli Eli Eli Eli Eli 4f3 4f3 4f3 4f3 4f3 4f3 N N roq roq roq roq roq roq M N N N M +Il N roq roq roq roq roq roq l� 00 C1 O --� O O O O O O ct In O Q Q Q Q Q Q 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(laaS)offered by Oracle. 1.3.5 Consulting/Professional Services — Consulting and integration services relating to Oracle products and services. SERIAL 180233-RFP 1.3.6 Technical Support Services and/or Maintenance Support Services — telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware. 1.3.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 1.3.8 Financing Services—Financing services for orders and solutions. 1.4 INTENT: The intent of this contract is to establish a nationwide purchasing agreement for the acquisition of Oracle products, services and solutions. The categories of descriptive examples in Section 2.12 are to provide a general,non-inclusive,description of the categories. Other governmental entities under agreement with the County may have access to products or services provided hereunder(see Sections 3.1.5,3.16 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& 2.3 Have the resources to work with multiple entities at the same time; 2.4 Throughout the life of this contract,the successful Contractor shall maintain expertise,resources and capabilities to maintain an Oracle Platinum Partnership level. 2.5 Provide commercial hardware,software,services and solutions as ordered under the task order as a member of the Oracle Platinum Partner Network in good standing with all required distribution agreements; 2.6 Perform or have service delivery partners that can provide consulting,assessment,design, integration,installation and management of Services/Solutions at the task order level; 2.7 Perform a wide range of professional,technical support and engineering Services/Solutions to support the mission and objectives of Maricopa County and Participating Public Agencies as authorized buyers off this contract; 2.8 Provide maintenance support Services/Solutions 2.9 Provide project management support for each deliverable under the contract; 2.10 Provide project specific and overall contract performance reporting,as required. 2.11 Provide on-going marketing of the contract by aligning and traveling with the U.S Communities Program Managers,administrative and marketing personnel engaged in directly promoting the contract to Participating Public Agencies through agency meetings,direct mail,national publications,annual meetings and other such activities. SERIAL 180233-RFP 2.12 PRODUCTS AND SERVICES REQUIRED: 2.12.1 Perpetual Licenses — applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle. 2.12.2 Engineered Systems—integrated software and hardware systems offered by Oracle. 2.12.3 Hardware, Servers, Storage, and Networking - any servers, storage, and networking products offered by Oracle. 2.12.4 Cloud Services — Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service(laaS)offered by Oracle. 2.12.5 Consulting/Professional Services — Consulting and integration services relating to Oracle products and services. 2.12.6 Technical Support Services and/or Maintenance Support Services — telephone technical support, premier support for systems and any other support services available from.Oracle for license and hardware. 2.12.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 2.12.8 Financing Services—Financing services for orders and solutions. 2.13 STAFF EXPERIENCE: 2.13.1 For Maricopa County, fiull-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 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-v041818 v032819. SERIAL 180233-RFP 2.17 ACCEPTANCE: 2.17.1 Perpetual Licenses — Software is made available via a web link provided by the Licensor;there is no acceptance period for perpetual licenses. 2.17.2 Engineered Systems and Hardware—Acceptance is upon delivery. 2.17.3 Cloud Services—Cloud services are provisions via a web link provided by the cloud service provider;there is no acceptance period for cloud services. 3.0 PROCUREMENT REQUIREMENTS: 3.1 DELIVERY: 3.1.1 Delivery shall be made within 48 hours after receipt of order (ARO) or as agreed with using agency. 3.1.2 Exceptions to delivery schedule will be special order items that must be identified. 3.1.3 Maricopa. County reserves the right. to obtain material on the open market. in the event. Contractors fail to make delivery and charge any price differential to the Contractor. 3.1.4 Delivery shall be F.O.B.Destination,Freight Prepaid. 3.2 EXPEDITED DELIVERY: 3.2.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 3.2.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs,the Using Agency shall advise the Contractor to proceed. 3.2.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. 3.3 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 3.3.1 Contract Serial number. 3.3.2 Contractor's name and address. 3.3.3 Using Agency name and address. 3.3.4 Using Agency purchase order number. 3.3.5 A description of product(s) shipped,including item number(s), quantity (ies),number of containers and package number(s),as applicable. 3.4 PERFORMANCE: It shall be the Contractor's responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor. SERIAL 180233-RFP 3.5 SHIPPING CHARGES: 3.5.1 Shipping costs will be borne by the Contractor.FOB: Destination. 3.5.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor. 3.6 PACKAGING/PACKING: Unless otherwise stated,commercial packages and packing, suitable for the type, size,and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable. 3.7 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department.. These may be provided in board 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 4,94. 3.11.1 of this section. 3.10 TRAINING: The Contractor shall provide training services as needed, depending on the product or service purchased,to completely train County personnel in the use and care of the equipment.All training shall take place on-site at Maricopa County. 3.11 MAINTENANCE(If Required): The Contractor shall provide for maintenance under this Contract upon acceptance of materials by the Department. SERIAL 180233-RFP 3.12 USAGE REPORT: The Contractor shall furnish the County a usage report, upon request, delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 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. tinder this solicitation, a. member of $AVE may access a. contract resulting from a, solicitation issued by the County. If you do not.want to grant sucli access to a.member of$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 tinder its procurement rules,processes and procedures. SERIAL 180233-RFP EXHIBIT c nv A Q >~ SOFT-WARE ST A NP A v rx TERMS AND GONPITIONS FOR PRODUCTS AND SERVICES EXHIBIT ORACLE �x ORACLE SOFTWARE PROGRAMS AND!OR SERVICES US .OM4MtUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v84 18 THESE ORACLE S TWV'ARE PROGRAM AliIDfOR SERVICES US MIMUNITIES �-'USC") SUPPLEMEN'TALTER AND CONDITIONS("'SOFTWARE STCs"'j SHAL PPLYTOTHE ORACLE SOFTWARE PROGRAMS f°iWOR SERVICES THAT YOU ORDER FROM HE CONTI ACT HIOLDER �TH'E "CONTRACTOR"j. ESE SOFTWARE, STCs SHALL TAKE RECEDENCE OVER ANY CONFLICTING TERMS IN A NON-ORACLE ORDER OR ORDERR DOCUM1ENTATI:ON, THESE SOFTWARE STCs ARE COIISI RED FART OF THE SCHEDULE 0 SUPPLIESISERVICES IN YOUR ORDER TO THE CONTRACTOR, A.Definitions k 'You'and"Your"refers to the orderin activity that has orde d programs,aindPorsservioces @'aom an authorized distributor("Contractor')ua r the contract. The term ",ctnciillar'yr programs'refers to 1: 0 party mad rzairs specified in the program documentation whiich mayoniy L,e{rased lor.th,e purposes of iiP' tailling 'operating,the programs with whi:ch the andIlarry programas are delivered. The tem^i"contact'refers.to the Can tractor's us ommu:nities contract- The terrm'program do cum entation"referstoth grog m user manual and program installation manuals. The terra"programs"refers to the softwa product-so tired or distributed by Oracle which you have ordered,program documentation,and a; y program upda hs acquired through technical support. The tern,,"si refers to annual t hnical support serulc' which you have ordered Da Rights Granted Upon Contractor's acceptanc of your order,you,have the non excl rT.1ve,non-assignable,royalty free. perpetual(unless ozlherwise pecifled In your order with Contractor), \th d right to use the programs and receive any services,• u ordered solely for your internal ordering ty operations and subject to the terms of these incl mg the Oracle License Definitions,and Rule , order,the contract and the program documental . You may allow your agents, and contractors (in uding, ^without limitation. outsourcers)to use e programs for this purpose and you are responsIblie r their compfiance with these SofEyare ST including the Oracle License Definitions and l Rules.,the der,the contract and the program do menkatan in such use. For programs that are specifically de 'geed Ua allow your customers and pup-pl6ers to interact with you in the furtherance of your internal is :mess operations; such use is a a ed. ,•rac;Ie US Comnnnuanities So twrare PLrograirms.5uai,Pplernentail Terms and Conch iions vO418:18', Page 1 SERIAL 180233-RFP EXHI'I3IT Ownership and Restrictions ;ac.le or its licensors retain adll o°w nersNrip and intellectual property rights to the programs-Oracle reta' s alit`\result�,ing and intelle=ctuaI property rights to any�thiing deve lope d by Oracle and delivered under our, ord from services- You may make a sufficient number of copies of each program f ;your Iicend one copy of each program media. Thchnology that may tie appropriEate or nec:es.sary for use � ith some Oracle rograrns, is spe progran doeunentationw ueh third party technology{is licensed to your a :d'er the terrrrs of y technotogy license agreement specified in the program dlocumentati and not under the terms of the orrtract or these Software sTs. You may not: • use the progra s in a rental, tineshariing, �ibsription service,hostin r outsourcing capacity; • remove or mod' aryl program rmark.inge,or any notice of Oracle's its licensors' propriietrarryr rights; • make the programs materlails.re�sulhin�,g fronm the serarice�s aaaii tale in any manner to any in ird party for use Vert the thin, arty's business operations (u�nIless s h access is,expresslhy p�ernili ted for the specVdc pro�rgrarrr ^dense or rnatehaUrs fronra the serwiic. your have acgl.dred) • cause or permit reverse enb reering (uniless required by I,for interoperability),disassembly or decompiration of the progran (the foregoing,prohibifio includes but is not Irnirte+d to review of data structures or similar m1 .rials prodUced by or rams), operating system or integrated software-,or • disclose results of any program be, hmark tests. a D.Warrantiies, Disclaimers sand E: clusive Reif dies For the sake of clarity, this is the Oracle n an rs�wrarra ity; nevertheless, it:shall:be accessed y you through the Contractor- yrac.le warrants that a program licensed to y will o rate in all material respects as,described in the appliicable program documentation for one ear from d ivery(i.e_ via physical shipment or electronic. du nload)- You must notify Oracle of and program war ty deficiency within one year from detiver°y,+. ORACLE DOES NOT GUARANTEE T, AT THE PROGR S 'a WELL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ORA E WILL CORRECT A PPRO RAM ERRORS. Oracle also warrants that service will be provided in a profePss naI manner consistent with industry standards. You, must notify cle oN any services warranty` eficiencies within 90 days from perforrreance of the d�eftclient s ices_ FOR ANY BREACH OF T ABOVE ARRANJTIES,YOUR EX LUST E REMEDY AND RACLE!S ENTIRE LIABILITY SH I L BE (A) THE CORRECTION OF PRO R ERRORS THAT CAUSE BREACH OF THE W RANTY; OR, IF ORACLE CANNOT SIUBSTAN+I ALLY CORRECT SUCH BREACH IN A CO MERCI LILY REASONABLE MANNER YOU 1wAY ! ILA YOUR PROGRAM LICENSE AND COVER THE FEES PAID TO ORACLE FOR THE ROGRAM LICENSE DISTRIBUTED r Y IJ-,I OR (B) THE REPERF R ANCE OF THE ICE CIENT SERVICES PROVIDED B RACL'E:; OR,IF ORACLE CANNOT SUBSTANTIALLY CORRE .fig BREACH IN A C MERCI LY REASONABLE MAN!RER, YOU MAY END THOSE SERVICES NNE) RECOVER THE FEES 'AID TO ORACLE FOR THE DEFICIENT SERVICES PROVIDED By OR LE TO YOU_/------------------------------------------------------- ------ racle UIS Cromnmi unitias S aftw are Programs Supplemental Terms and Conditions.V041818 P g. SERIAL 180233-RFP EXHIBIT C T THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AN 1�9 TH E ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESP TO HE ABOVE ITEMS, INCLUDING ANY WARRANTIES 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 and Enp User License Agreeme such as,these Software STCs. Bug fixes,secunty fixes and,an, pdates received sh:aIll 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 afl subseque, years) forr, programs is provided under Oracle's,t .finical support polIcies, in effect at the tJme the ervices,are provided.The programs, n H A r p I a g T e A P e A d B m11,e I 0 e 0 L c d V T u t E d y d-A ng h I`I r 4 T D t-u E th e be V e M F f support'o t e e r an nual E P e es anda n a 'epte up cr y a up p ec qLe years)r's u, ordered, annual I t h d u d, 0 le, , , ,C, a,ed under C t hn I e er,Ice r Oracle's technical support policies, i orp�orated herein, are subject to change at racle's &scretion; however, support po Oracle pollicy changes will not cult ins a material reductions iin the level of entices,provid�ed for supported L progra ms during the pe nod for w *ch technical support has,been You shoul�d review the policies t t f prior to entering into an order for 'he apiollcable services. You ma, access the current version of the technical support pollcies, at bN n support n The technical support policies, state diat, "global stonier support sentic and systems, are not designed to accommodate, spaecial security 0%, that! may be reqUir to, store or process certain types of sensitive clata,." Accordiingy, ;s stated In e technkalii BLIP rt policies, You agree not to submit any health, payment card,or other controlled;,," nsitivedat that require protections,greater than those .specified in the Oracle Global Customer S ort SeCLI y Practices to Oracle as part of any service request. Software Update LIcense,&Support a. r any accessor technical support offering to Software Update License & Support, "SULS') acciuiirecl ith our order may be renewed annually through a reselter that is expressly authorized to distribute s ort renewals-The order with Contractor wiJI11 specify y your SULS fee for the first renewal year should; ou, new SAILS for the same number of licenses for the same programs as,contained in the origin order,t e fee for S U LS 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 program is ordered then you ma., be required to pay reinstatement fees, In accordance with Oracle's technical sup rt policies in effec: t the time of reinstatement t If you decide to purchase technical support a . t 9 late" ' t Technicalisuppo for pro m gras is effective upon shipment of tang�,bke media or upon the effe cti, - date the order if P.,hjipm nt of tangible medlia is,not required;- Invoices for technical support s vices,sh:aIll be suibmittAed, by Con actor on a quarterly basis,(unless otherwise specified,in the order after the completion of such pMeriod.. Notwithstanding anything i, racle's technical support policies to the ntrary, you may discontinue technical support at the a ,of any current technical support t it y time thereafter, reinstate technical support by ex cut!ng an order for such services with Contracto .%,,If 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 technical support not lapsed. in addito to the reinstatement fee described, in the preceding, semen : you must pay the " m technicalsuippo, fee for the new support period,-This technizal support fee for the ew support period ' r 'is computed a follows-(i)If technical support,lapsed,then the techrticali support fee � r a thwelve month t P, r, f-p if support pen ,shall,be the last annual',technical support fee you paid,for the rele-vaint pr ant;�iij you never acCl red,technical support for the relevant program, then the annual technical su, ort fee shall, be the f that would have been charged,if support had been ordered;originally for the rrelev nt program per Gr cles Support pricing policies in effect at the time of reinstatement. Renewal adjus nts may be "ptied;to the annual support fee described in (i)and;(ii) above- ........ -------------\- Tacle US Communities Software Programs Supp lemen tal Terris and Conditions V041818 Page SERIAL 180233-RFP EXHIBIT Intellectual Property Indemnification someone makes a chain against y%ou or Oracle(°`Recipient'wwhich may refer to you or Caracle dependii .g u n wNch party received the Material).that any information,design,specification,insstructon,so re,. dat or material (`Material')furnished,by either you or Oracie('Provider , which;may refer to ,ou or Oracl depending on which party provided the Material), and used by the Recipient infri ges its intellect ,I property rights(including U-S. orforeign patent,trademark and copynghtl,the P elder ww Ill indlemnif, =he Recipient against the claim to the extent permitted by larw if the Recipi :t does the fallowing: notifie the Provider promptliy in writing, not later than 30 days after the -cipient receives notice o the claim. gives the rovider control of the defense, with input from Recipient and any settlement negotiation: and gives the Pro- er the information, authority, and assistance the oviider needs to defend, against or sekti�^u�#ae claim. If the Provider believes or i '�s determined that any of the Material ma violated someone else's httelleu;txlal property rights, P\an, ider may choose to either r ro- - oe Material�be,awon-infrungWing (`awhile su�'dstantiaky prre.seurving, ly^or functionality)or obtain as I@ nse to alloww for continued use,or if these alternatives are not cohilly reasornaaf)fe,l:he Provodle any end the license for,and re�quiire return of,the applicable Material refruind any fetes.the;Re-6 ' trot may have paid for it. If you are the Provider and such return materially � dcts Oracle s ability t me:et its obligations under the relevant order(e.g.,impaairs Oraade's ability to p o orm due to a orY.Staten,%ert, schedule or cost impact), theca C raade may,at its option and upon 30 ddu prior written 'o6ce, request termination of the order.The Provider wwili•not indemnify the Recipient if R,ecipien alters the Material or uses it outside the scope of arse identified in the Provider's user locum 3 t�tior if the Recipient uses a version of the NwlatenaaIs, vahi,ch has.been superseded, if the infringe men la' 7 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 tt,yuse that Material.The Provider will,not indemnify the Recipient to the extent that an infriin ment \aim is based upon any information design, specification, instruction. software, data, rn ateri at furnished by the Provider Oracle will not indemnify you to the extent that an Infrin ment clain7 rs` aseo upon the combination of any Material with any products or services not prwov ed by Oracle. OANIe will not indemnify you for infringement caused Icy your actions against any d party if the Oracle pl am(s)as delivered:to you and used in accordance with the terms of the or er and the Softwwar= �aTC- would not otherwise infringe any third party intellectual property rights. acle will not iindemnfy you fo any infringement claim that is based on: (1)a patent that you were ade aware 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 C orltractor. This section provides our and Crracle's. exclusive reirriedy for aa, infringement claims or damages. C.NEITHER PARTY ALL BE LIABLE FOR ANY INi'DIRECT,INCIDENTAL,SF' C:I�L,PUH1ITIVE,oR C USEQUEN>ITI DAMAGES, Off ANY LOSS of PROFITS, REVENUE, DA ,� OR DATA USE. CONITRACTC S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT 011 R RELATED To Ali ORDER SSUED PURSUANT To THESE SOFTWARE STCs, WHETHER m ONdTRACT OR TORT, o oTHERWISE, SHALL BE LIMITED To THE AMOUNT OF THE FEES YOU PAID CON;ITftA&GIt UNDER THE RELEVANT ORDER.,AND IF SUCH DAMAGES RESULT OM YOUR USE � PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOF` ARE off SER CES,SUCH LIABILITY SHALL BE LIMITED To THE FEES YOU PAID CON�TRAL:�R FOR acle DVS Communities Softwxaae Programs Supplemental Terms and Conditions v041818 Page SERIAL 180233-RFP EXHIBIT HE DEFICIENT PROGRAM,HARDWARE,OPERATING SYSTEM,INTEGRATED SOFTWARE ICES GIVING RISE TO THE LIABILITY, H. t6her 1. You eynot aswgn orders or gi--or transfer the programs and,;or any services,or an sinker tin them? to anothe individual or entity. if you grant a security interest in the programs, andfor ty services deliveratrles, the secured party{ has no right to use or transfer the programs and>!or ny services deliveratsles, id if you,decide to finance your acquisition of programs andlor any s vices, you, wwdl, follow Oracle's bicies regarding financing which are at http:/Ioraele.ccmn contracts-T e foregoing shall not be construed limit the rights you mayotherwise have with respectto the Linu• operating system, thiird party tech nol or separate works licensed under open source or similiar Ir,c nse terms,. 2. In entering into an o er under the contract, you agree and acknowledge th you have not rellied on the future availability of ny program or updates- However, (a) if you or er technical support, the preceding sentence does n t relieve O°rasci�e of iits obla igation to provide suc ethnical support under the relevant orrdier,iif and wrhen,a ilable,iina�ccordancewwithOraclle'sth�encurrent tech nicai support polic:ies, and (b)the precediing senten does, not change the rights granted You for any program Incensed undNer the order,per the ternws o�dese Software STC s. 3. Accessii,i ityr The extent to w^hoch�an Oracle produce s, prior toany customiz ons,capable providing comparalnle access to individuais with disadiOlities,c g^�s�'isterot with the appii' able provisions of the Architectural and Transportation B°a�rriers Compliance BoaN standards et o t� 36 CFR Part 1194 (known as'Se ctibn 5tlst'j effe,ctive as of dlune,001,orthe Revi d version:in .ppendix A(known as' evisedl Sectiion:508') effecti°,e as of January. `01E and the Web C tent Ac ssibility Guidelines(SAjCAO)version 2.0 level, AA, respectively,is,iinditated by the dependen ' s, c imento;and exceptions(some of which may be significant,if any)noted on the applicable Volunt y roduct Accessilailiity Templates(VPAT,i mailable at woraclewcomi ustcorporate,laecessiibillity fear e h product, when they are used in accordance with Oracle's associated documents and other wr .en information, and provided that any assiistive technologies and any other products used with ern p pedy interoperate with them. to the event that no'^,aPAT is avaitalyle for a particular Oracle ;rodiuct, ple se contact the Oracle Accessibility Program Office ata;;cessiihle_w oracle.com— In nne cases,the rutconne may be that product is still Toeing evalluated for a�ccessiNIft°y{,may be s,ched ed to meet access i¢lityr standiards in a future release,or may not be scheduled to meet access,iNH]it, and',ards at all. Oracl ,customers may call Oracle Support at 1.830.223.1711. Hearing-impaired c stomers, in the U.S- whom' ish to speak to an Oracle Support representative may use a teleco 7unications relay service (T Information about the TRS is available at http-.8 ww fcc.govIc aconsum7erPacts;trs html,and a lis f tetephone numbers is,available at https:Yw wfcc.gov)gener elecammuni!cations-relia°y-sergices-di, ctoryw International hearing- impaired customers,should u the TRS at+1.805.224.1837w An Oracle upport engineer will respond to technical issues actor g to the standard service request process Oracle cannot make any commitments about futur productdlirections,including plans to address ac ssilairlityor the avaiilabillity of GPATs. Product di tion renwains, at the sole discretion of Oracle- No Cher temws, conditions., statements or any o r such representations regarding or related; to accessi :IirCy shalll apply to the Oracle products pro ideal under these Software TCs,w 4. Internet Pr ocol version 8(tPv6). Phor to any c j , mizations,the Oracle product(s)and services)to be delivered pursua tothe contract are capable accommodating Internet Protocol version 8(1Pv6)solely to the extent defifted and noted intherelrev tproductlser°vicedocumentationavailableatoracle.corn.Please note that suc apalailities are sub'e t to the dependencies, commients,and exceptions(some of which may be signitic t,if any) noted ii s,uich documentation,and require that Oracle prodiuct(s)and service(s)are used in acc rdance -------- Ora a US Crarnbrn unities Software Programs Supplem ntal leans and Conditions v041818 page SERIAL 180233-RFP EXHIBIT th Oracle's associated documents and other written information and that any other prod, is properly in't operate with there. If no reteva,nt productiser�tice documentation found add,ress',g Ipvfi, then Gra makes no representations, as to the capabilities of the prodiucVserwize n guestion to acccxn^ ate Ip�w w Oracle cannot make any commitments about future product dir ctions, including plia,ns to ddress IM. Product direction remains at the scale discretion of racl tdo other terms,, conditions,;statements or any other such representations regarding or rebated to a essibilityr shall apply to the Oradl products provided under these Software TCs. S. Export law and regulations of the Cln ted Mates, and any other relev t I cal export lawns and, regulations appl, o the programs. You agree that such export laws gover i your use of the programs (inctudiing technica data), and any services,deLverables provided under ur order, and;you agree to comply with:all such: xport laws, and regulations(in;ludrng"deemed port" and ',deemed re-export° regulations)-You ag,re that no data,information,program, andllor m erials resulting from services(or direct product thereof) be exported directly or indirectly,in viol ion of these laws~or will be used for any purpose prohibit, 'ay these laws incluiclin�g, without limit a on,nuclear, chemical,or la�logicall 'weapons proliferation,or die Iopment of miissiile technology. n h. Coracle, as the owner of the tallectuial property of the pr ram licensed and the tech,niical support services is a thiird party benefici of the contract arrd�e rders for Oracle products issued pursuant to the contra ct,but does not assunw anyofthe Cradle au oroizecV reseller"s GbIgations thereunder. 7.The Uniform Computer l:nfo+rmatfon u,an:sactibns,Ac oes not apply to,these SoftNare STCs nor a;nyr order placed pursuant to them. t S. You understand that thie Contractor andd racl s faus,ine:ss partners, including any third party firms retained by you to provide computer consulting s ice s,,are independent of Oracle and are not Gracfe's agents-oracle is not bound by any acts of any ch entity, unless the entity is providing,services as an Oracle sub-contractor under an engagement de d,directly with Oracle- g. you may order triali, programs,, or Gr 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 traiining on th content andfor functionality of the programs. You have 30 days from the delivery I to to evaluate thes ro,g,ram;s.If you decide to use any of these programs after the 30-day triali,per-d, you must obtain a fiic nse for such programs from Oracle or an authorized distributor. If you,deci e motto obtain a lricense fair y program after the 30 day trial',period, you will cease usiing and del=ete ny such programs from your cc puter systems.Programs licensed for trial purposes are provided'a is"and Oracle does not provide ter nical support or offer any warranties, for these program s. 10.Unless otherwise agr ed in an order: upon 45 dalys written notice, d no more than once ann,uafly;, Contractor may audit, ur use of the programs.You agree to cooperate th Contractor's audit,provide reasonable ass,istan^ and access to infor—mation and,permit Contractor report the audit results to Oracle. Any such -udit shall, not unreasonably interfere with your no lal business, operations- Contractor shall mply,with reasonable security and safety rules: policies, a d procedures ('security rules";r while p rfcmai,ng 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 tint of the audit.and such security rules do not modify or amend the to is and conditions of the con act or the appllicabfe order-You shall be responsible for paying any uncle id fees related to use o he programs. Contractor may assig,gn its right to audit your use of the progr =ss,to Cradle. Contra or away assign its right to audit your use of the programs to Oracle.If the Contract ass,rg,ns its right audit your use of the progrars to Oracle, then Cradle shall not be responsible fo any costs, inc:rred by either)you or Contractor in cooperating With the audit. racle US Communities Software Program is Supple ental Terms and Conditions s041818 Page SERIAL 180233-RFP EXHIBIT C 1.Upon termination of a program license,you are required to discontinue use and destroy or return t th Contractor all copies of the programs and;program docunienlation associated with the terming d, lice ce a 12.So e code RiaWe cle livered as part of the standard cle livery fo r paruicu lar programs;all,s uc ,source 'dR cocleiss', ject to the terms,of these Software STCs,including the Oracle License Definitions dRales, n l'o the\applica e order.,the contract and;the applicable prog ra m documentation IN ,13.Programs nd service deliverables are not designed for or specifically intended;fob use in nuclear facilities or othe a7zarclous applications. You agree that it is Your responsffiflily to e sure safe use of products and Se*Ee Offerings deliverables�n such application s.. A)Ail 14. For software (i) t ah is, part of Programs, Opeeradng Systems, [Integrated oftware or Integrated, Software Options for allour)and(ii,)that You,receive from Oracle in binary for and 1,iii)that is licensed, under an open source Ilic se that gives You,the right to receive the sourc code for that binary,You may obtain, a copy of e appliicahle source code from httpa: of htt,p:�l,mww.orac,le.corn.Ogo,to;o nsourcecocle. If the source code for suc software was not provikied to You Wrth the binary,You may a, o,receWe a copy of the source code o physoca,l media by submirtfing,a written request pursuant to the 1i tructions in the ",Written Offer for 'ource Code' section of the latter web-site. 15. Oracle's Applications, Licensing ble in effect as of I effective date of your, order and is incorporated herein as Exhibit B. You ay access the curet ,t version of the Applications Licensing Table at http:horacIe.conVcontracts. rs 16. Oracle's License Definitions,and Rules,as iincorpor ted herein and attached hereto as Exhibit A. 17. ff any document incorporated by referen I o these Software STCs, iinclucling the License Definitions,and Rules and temhs included andior ferenced therein, conlarns, a provision (a'i allowing, for the autom atz term ination of your license ri g, "I I technical support services; or(b)allowing for the automatic renewal of services,andlor fees,the such runs shall not apply. Tacle US Communitias Softwaire PragTarn s Supplemental Term s anal Conditions V041818 Page 7� SERIAL 180233-RFP EXHIBIT C ORACLE LICENSE DEFINITIONS AND RULES Y120,117 The lomriing are Orqde's standard Lic emse Definitiour and Rules,some of which by their i-ery natur/may n �pp mat app, to the 0�rqde prDductsand services in your order. Nei-ertheless,the definitians far tl�*I@ s h r.. e emumerakd herein shafl control for the purpose-.ofawy order for Orqde prDductsand'ar zem�ce /07 sale US Communities Software Programs Supp lemen tal Terms and Conditions V041818 Page SERIAL 180233-RFP ORAC-Le."Of ORACLE SOFTWARE PROGRAMS AINDIOR SERVICES US COMMUNITIES NITIES SUPPLEMENTAL TERMS AND CONDITIONS vD3281D THESE ORACLE SOFTWARE PROGRAM ARNI]ICR SERVICES US COMMUNITIES ("USC") SUPPLEMENTAL TERMS AND CONDITIONS ("SOFTWARE STCs") SHALL ,APPLY TO THE ORACLE SOFTWARE PROGRAMS,4hRWOR SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (THE "CCIINTRACTCR2")- THESE SOFTWARE STCs SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY KNOW-ORACLE ORDER OR ORDERING DOCUMENTATION. THESE SOFTWARE STCs ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIEWSERVICE'S IN YOUR ORDER TO THE CONTRACTOR. A. Definibons "'You'and "Your"refers to the-ordensng;activi°ty that has ordered programs,anAlor services front,an authorized d istributcr("Cr.ntraeaor"}under the,contract. The term "ancillary programs" refers to third party materials specified in the program dcoum,entation "which may only fie used for the purposes of instnihng or operating the programs with which the ancillary programs are delivered. The term"conract"refers to the Contractor's US;Cornmurnroes contra=^t. The tams;'prograrr!do un^,entaticn-,'refers so xhe program user manuai anrd program installation manuals,. The term "programs" refers to the software products owned or,distributed by Oracle which you have ordered,program dcourriewation,and any program updates acquired through technical support. The teem"seemices"refers to annual technical support ser^ices wdtich you,have ordered. B- Rngphnts ranted Upon Contractor's acceptance of your order,you hawe the nor-exclusive, non-assignable, royalty free. perpetual (unless otherwise specified in your order with Contractor), limited right to use the programs and receive.any ser."ices you ordered solely for your internal ordering actia"ivy operations and subject, to the terns of these" including the Oracle License Definitions and Rules,,the order,the contract and the program documentation. You may allow your agents and contractors(including,"without limitation., ourtsourcers)to use the prograrns for this purpose and you are responsible for their cenrpti,ance w+ th these.Software S7r-s„includingr the Oracle License Definitions and Pules, 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 internal business operations,, such use is allowed. Gra,sle us communities 5oftvrare Progrartr,s Supplemental Terms and nditions 2619 Page SERIAL 180233-RFP EXHIBIT C C.Ownership and Restrictions Oracle or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership and intellecival property rights to anything developed by Oracle and delivered under your order resulting from services. You may make a sufficieryt number of copies of each program for your licensed use and one copy of each program media. Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program dcournewation. Such third party technology is hoensed to you under the terms of the third party technology license agreement specified in the program,documentation and not, under the terns of the contract or these SoP.,ware S.TCs. You may not • use the programs in a rental,timesharing,s ubsodption service, hosting or outsourcing capadty" • remove or modify any,program markings or any notice of0racie's or its licensors' prophetary rights; • make the progranis or mwenals resuhng from die services available in any in,"nner to any third party for,use in the third party's business operatons iune,ss Such access is expressly pernimed for the specific program license or materials from the services you have acquired); • cause or perm t reverse engineenng (unless required by qaw for interoperrabiliry), disassembly or decompilation of the prograrns 1,the foregoing prohibition includes but is not limited to revig_'w of data strucoures or similar malerii,15 produced by prWran-x5), operating system or integrated softure; or • disclose results of any program benchmark tests. D_Vilanrankies,Disollairners and Exclusive Remedies For the sake. of clarity, this is the.Cirakie manufacturer's warranty; reverthe,less, rt shall be accessed by you through the Contractor. Oracle warrants that a program licensed to you will operate in all maaerial respects as described in the applicable program documentation for one year from delivery li.e. via physical shipment or electronic download . You must notify grade of any progirarr,warranty defi6ency'wizhin 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. 0raole also warrants that services will be provided in a professional manner,consistent with industry standards.. You must notify Oracle of any services warranty deficiencies within 90 -days from performa noe-&the deficient serJoes. FOR A24Y BREACH OF THE ABOVE WAR RRANTIES,YOUR EXCLUSIVE REMEDY AND ORACLE"S ENTIRE LIABILITY SHALL BE: (A) T L HE ,CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH Of THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A C:OMMERCIALLY 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 BREAC14 IN A. COMMERCIALLY REASONABLE MANNER, YOU MAY END THOSE SERVICES AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICES PROVIDED BY ORACLE TO YOU- Grade us Communities software Programs Supplemental Ternis and conditions V032sig Page 2 SERIAL 180233-RFP EXHIBIT C TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IIMPLIED WARRANTIES OR CONDIT`EONS WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITYAND 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 Saftware STCs.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 technical support (including first year and ail subsequent years] for programs is provided under0racle's technical support policies in Ofect at the time the services,are provided. The technical support policies, incoqooraled herein, are Subject to change at Oracle's discretion; however, Grade policy changes will snot resuh in a material reduction in the level of services prowided6y supported programs dudng the period forwhich teohniaal support has been ordered.You should review the poiLdes prror to entering into an a,der for the applicable services. You may acoess the current version of lke technical support policies technical support policies state that, ",global customer Support services and systems.tare not,designed to accommodate special secuHty controls that may be required to store or process certain types of sensitive datalr" Accordingly, as stated in the technical support policies, You agree not to submit any health, payment card, or other controlled or sensitive data tat require protections greater than those speogied in the G,racle Gbbal Custorr,er Support Security Pracdoes to Oracle as part of, 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 authoriza,t] to distribute support renewals-The order with Contractor will specify your SULS fee for the first renewal year should you renew SJL3 for the same number of licenses for the same programs as contained in the original order-, the fee for SU'l-S for the second renewal year will not increase by mare than 4%,over the pnor year's fees. If you elern no, to purchase technical support at the time that the program is ordered, then you may be required to pay reinstatement fees in accordance-with Oracle's technical support policies in effect at the time of reinstatement if you decide to purchase technical support at a latter clate. Technical suppoort for prograrns is effective upon shipmerA of tangible media or upon the•effective date of the order of shipniee nt of tangible media is not,required. Invoices for technical support servicres shall be submitted by Contractor on a quarterly basis sunless otherwise specified in the order)after the completion of such period. Notwithstanding 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 therear!'ter, reinstate technical support by exeoLring an order for such senJoes with Contractor- if you decide to reinstate technicat 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 addizion to the 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: li) if technical support lapsed, then the technical support fee for a rwelve morah suppor period shall be the last annual technical support fee you paid for the relevant program; (4)if, you never acquired technical support for the relevant program,then the annual technical support fee shall be the fee that would have been charged if suppon,had been ordered originally for the relevant progran,per 0'racle's Support pricing policies in effect at the time of reinstatement Renewal adjustments may be applied to the annual support fee desoribed in(i)and(i}above. Grade us Communities 5Dftware Progrants Supplemental Terms and conditions M2619 Page 3 SERIAL 180233-RFP EXHIBIT C F-Intellbectual Property Indemnification: If someone makes a claim, against you or Oracle ('Recipient" wrilch may refer to you or Oracle depending upon which party received the Vlatehat), that any information, design, specification, instruction, software,data, or material (`Material','F furnished by either you or Oracle ("Provider', which may refer to you or Oracle depending on whch party provided the Material),and used by the Recipient infringes its intellectual property hqhts(including U.S. or foreign patent,wadernark and copyright.F,the Provider will indamnify the Recipient against the claim to one extent permitted by law if the Recipient does the following: notifies +e Provider promptly in writing, noq later than 30 days after the Re-cipiem receives notice of the claim.-, • qi%.-es the Provider control of the defense, with input from Recipient, and any settiernenr negotiations:and • gives the Provider the inforn,,,ation, authority, and assistance the Provider needs ,o defend against or settle the claim. If the Provider believes or in is determined that any of the Material may have violated someone else's intellectual property rights, the Provider may chmse to either modify the klaverial to he non-infringing (while subsianfialiypneserwing its utility or functionality)or obtain a ficense to allow for continued use,or if these altiemadves are,not oonirmerdally reasonable,Phe Provider may end the license for,and reqUire return of, the applicable,Material and refund any fees the Recipient may have paid for it. If you are the Provder and such return materially affects Oracie's ability to )meet its obligations under the relevant order (e.g., inipairs Oracle's abdity to perform due to a work statement,,schedule or oos,*, impact), then Oracle nia,ry,at its opdon and,upon 30 days prior-written notice, request termination of,the order.Tire Provider will not indemnify the(Recipient if the Recipient afters the Material cc uses it outside the scope of use,identified in the Provider's user documentation or if the Recipient uses a version of the Mat--rials which has been superseded, if the infringement claim could have been avoided by using an unaltered ou nrem version,of the Material which was provided to the Recipient,or if the Recipient contnues to use the applicable klatahal after the end of,the license to use that Material.The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any infornration, design, specification, instruction, software, data, or material not furnished by the Provider. Oracle wilt not indemnify you to the extent that an infringement claim is based upon the combination of any(Material with any products or services not provided by 0-racle. Ora6e will not indemnify .you for infringement caused byryour actions against any third party if tine Oracle program,(s;as delivered to you and used in accordance with the terms of the or-der and the Software STCs would not otherwise infringe any third party intellectual property 6ghts. Oracle will not indemnify you for any infringemem claim that is Lased on: (1;a patent that you were made aware,of prior to the effective date of your order with Contractor (pursuant to a claim,demand,or notice);or(2)your actions prior to the effective date of your order--Mtrh This section provides Your and Oracle's exolluisive rernedy 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 PROFIT REVENUE, DATA, OR DATA. USE. CONTRACTOR'S MAMMUM 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 Patron] CONTRACTOR UNDER THE RELEVANT ORDER,AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PRO,GRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES,SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID CONTRACTOR FOR Oracle us Communities Software PrograTIS Supplemental Terms and Conditions v032619 Pape 4 SERIAL 180233-RFP EXHIBIT C THE DEFICIENT PROGRAM,HARDWARE,OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES GIVING RUSE TO THE LIABILITY- H- Other 1-You n,,,ay not assign ordefs or give or transfer the programs andlor any sereices or an iwarest in them to another Individual or entity. If you grant a secuHty interest in the programs ardor any services deliverables, the, secured party has no right to use or transfer the programs andfor any services deliverables, and if you cleoide to finance your acquisition of programs andlor any services, you will follow Oracle's policies regarding financing which are at,htto.fworacle.00nrtoorytrac-ts.The foregoing shall not be construed to limit the rights you may Wherwise have with respect to the Linux operating system, third party teorinclogy or separate works licensed under open source or similar license terms. 2,.In entering irrm an order under the contract,you agree and acknowledge that you have not relied on the future availability of any progirarr, or updates. Hvwevar, (al, ff you order techni,oal support, the prec,ecilng sentence does not relieve Orade of its obilgation to provide such techrikal support under the relevant order, if and when available, In accordance with Oracle's then Current leohnical support policles, and (b�the,preceding sentence does not change the rights granted to you for any program ticen rad under the order,per the terms of these Software,STC s. 0. Aocessibilfty The extent to which an Oracle product is,pricr to any customizations,capable of providing comparable access to individuals with disabilities consistent wkh the applicable provisions of :he Arch itef,-,,u rai and Transportation Barriers Compliance Board standards set out in 3,13 CFR Part !1-94 t,knownas'Section 508')effective as of dune,2GOI,or the Revised version in Appendix A(known as lRevised Section 51],&) effiective as of January, 20,1'8 and the Web Comem Accessibility Guidelines ACAG) version 2.0 level AA,respectively, is indicated by the dependencies, comments and exceptions (some of which may be significant, if any)noted on the applicable Volumary Product Accessibifity Templates (VFAT)availabie at for each product,when they are,used in aozordanoewlth Oracles associated documents and other 'written inFom7atlon, and provided chat any assistive technologies and any Whar products used with them properly intsroperate'wOh therm. In the event that no VPAT is awailable for a particular Oracle prod ua, please contact the Oracle Accessibility Program OfFice at accessible m�IUorads-..com. In some cases,the outcome may be that a product is still being evaluated for accessibility,may be scheduled to meet acres5ibilryrsLandards in a future release,or may not be scheduled to meet,accessibility standards at all. Oracle customers may call Oracle Support at 1.8100.223.1711. Rearing-impaired cu5tonrers in the U.S. who wish Ic speak to an Oracle Support representative may use a telecommunications relay service r (7RS,). Information abort the TRH is available at and a list of telephone numbers is a=;ailable at International hearing- impaired customers should use the 7R3,at-1,&D-5.224-1837.An Oracle Support engineer will respond to technioaI Issues according to the standard service request, process- Oracle cannot rrake any commitments about future product directions, including plans to address accessibifty or the availability of VPA:`Ts. Product direction remains at the sole discretion of Oracle. No other terms,, conditions, statements or any other such representations regarding or rela ed to accessibility,shall apply to the Oracle products provided under these Softmare&71-s- 1- Intennet Protckcoll versiion 6(IIPwG)- Prior to any customizations,the Oracle productf i s',and service(s)to be delivered pursuant to the contract are capable of accommodabrig Internet Protocol versiont f,[',:N,5;solely tc the exam,defined and noted in the relevant lorc-duo-Userwoe docurnentabonavaitable atoracle.com. Please note that such capabilities are subject to the dependencies,comments and exceptions(some&which may be significant, if any) noted in such documentation,and require that Oracle prodLcL�s)and servioe(5)are used in ao.-ordance Grade us Communities 5-Dftware Programs Supplemental Terms and oDndirtions M2619 Page 5 SERIAL 180233-RFP EXHIBIT C accommodate tPw& Oracle cannot' make any commrt.rnents about fi-iture product directions, including plans to address Pvr3. Product direction remains at the sole discretion 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 Software STCs. 5. Export laws and regulations of the United Stales, and any other relevant �ccal 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 ;y ou agree to comply with all such export laws and regulations(including 'deemed export' and 'deemed re—export` regulations). You agree that no data,inforn,,ation, program, andlor materials resulting from services(or direct product thereof)will be exported,dire-oby or indirectly, in violation of these taws, or wilt be used for any purpose prohibited by these laws including,without limitation, nuclear, chemical, or,biological weapons proliferation,or development of missile technology. 6.Oracle, as the owner of the intellectual property of the program licensed and the technoal support serviices, is a third party beneficiary of the contract and the orders for trade products Issued pursuant. to the contract,but does not assume any ofthe Oracle authorized reseller's obligations thereunder. 7.The Uniform Computer Information Transacnons Act does not apply to these Sciftware STCs nor any order placed pursuant to them. S.You understand that the Contractor and Oracle's business partners, Including any d1ird party Firms retained by you to prcoide computer consulting senAces, are independent of Oracle and are not Oraciss, agents. Oracle is inct bound by any acts of any such endty, unless the, entity is providtriq sarvtces as an Oracie subcontractor under an engagement ordered direody with Oracle, Q. You may order trial programs, or Oracle may include additionai programs 'with ,your order 'with Contractor which you may use Tor trial, non-productlon purposes only, You may not use the trial programs to provide or attend third party training on The content andlor functionality of the programs. You have 30 days from the delivery date to evaluate these programs.If you decide to use any of these programs after the 30-day trial perod,you must 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 period, you will cease using and delete any such programs from your computer systems. lorcgrams licensed for trial purposes are provided "as is" and, Oracle doer, not provide technical support or offer any wa mantes for these programs. f 0. Unless otherwise agreed in an order, upon 45 days wrinen notice, and no more than once annually, Contractor may audit your use of the prograrrs. You agree to cooperate with Contractor's audit, provide reasonable assistance and access to information and pem7it Contractor to report the audit results to Oracle. Any such audit shaill not unreasonably interfere with your normal business operations. Contractor shall comply with reasonable secuHty and safety rules, policies. and procedures ("security, rules') while performing any such audit, provided that such seourny rules are appilaable to the performance of the audit; you make such security rules available to Ccinvactor ahGr to the commencement of the audit" and such security rules do not modify or arrend the temis and conditions of he 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. Contraoor n7ayassign is right to audit your use of the programs to Oracle. If the Contractor assigns is right to audit your use of the programs to Oracle, then Oracle shall not be responsible for any costs I nounred by either you or Contractor in cooperating with the audit.. Oracle us cam munities software Programs supplemental Terms and CDndAiDns v032619 Page 6 SERIAL 180233-RFP EXHIBIT C Ti 1. Upon termination of a program license, you are required to discontinue use and destroy or return to the Contractor all coolies of the programs and, program documentation associated with the tlenn7inat-d license. 12. Souirre code maybe delivered as part,of the standard delivery forr paricular programs; all Such source code is sd.�bject to the terms of these Soft-ware S,TCs, including the Oracle License Defiinitions and Rules,the applicable order,the contract and the applin-able program documentation, 13. Frcgrams and ser.,ice deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications-You agree that,it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications. 14. For,software ti) that is pan of Programs, Operaning aysterns, Integrated Software or Integrated Software Options rcr all four) and (ii) that. You receive fioni, Oracle in binary form, and (N) that is licensed under an open source, license that gives You the right to receive the source, code for that binary, You may obtain a copy of the applicable source code from or iroec,ode. If the source code for such sofa ware was not,provided to You with the binary, You nsay 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 Scv.iroa Code'sectbn of the fatter websille. 15. Oracle's Applications Licensing Table in effect as of the effective, date of -your order and is incorporated herein as Exhibit,A. You may access the current %,ersion of the Applications Licensing Table at hup:1!oradg.comfoontraalf. ,,G.. Oracle's License Definitions and Rules are incorporated herein. You may actress the current version of the License Definitions and Rules 17. If any document incorporated by reference into these Software STC5, inducing the License Definitions and Rules and tem7s included an&or referenoed.therein, contains a provision ?ab allowing for the automatic termination of your license rights or technical suppon,services,-or(b)allowing for the automatic renewal of services and;or fees,then,such terms shall ncr��apply. tirade US Communities-rADftwa,re Programs Supplemental Terms and conditions W032919 Page 2 SERIAL 180233-RFP EXHIBIT C EXHl BIT A APPLICATIONS LICENSING TABLE tttp.,(!% •x.ora6e,.cots�,.if,ico,rooratelcontracis Oracle reserves the right to periodically change the information preented on the ivebsite pros,-ided above.All inforraition on tbis website is pro-vided without warrano of T kind,either Lypress or implied. Oracle US Communities Software Programs Supplemental Terms and Conditions v03,2815 Page 8 SERIAL 180233-RFP A L , Lieenus:e fsnition .,mdRu e:.=.. Def anitizns ayim License Afetrics S1lL Piaunu ul,Frans etian 'olaizr is de£nad 3s one nv'hou C.S.DoL.,rs in all purchase orders x -acted and.3 roti r n co tducted hrough the Oracle Nbange a Ia rhefipl ceby 3 ou anc)othwas ctnazg tre apphcalrle Bear of t C3/1: _1.iletplace'icense,, regardless ofvahet , .u_h auction result-,in a purchase order7 provided that an anction.rebase order�a�Z onlw be counted against the ' iial Transaction Volume once. �lpphen Lion.Module: is de d as a Progzanr used by You on a single or multiple computers SSE in $paplivttiotu Annuua:l Rea ire: is defined as one mi%aiou US,-Llollar:excluding tthrough the licensed Proexam. For Oracle Self-See 4 ce F- 'filling pruducz„the.�nnu al evenue is equivalent to the ount fan al company account"that liars at least one enrollee :;;erper billing,period _iipphcation.D es•eloped: es&fined as.a s mare Propnzuii den wloped'd v i obi that opV tws on:nvait-phones and`or othwi enacu eiser devices and That t rl provide end users s a<dt a"fie to content or(it)pzray.tdes end,u;ePf v i6,end user transaction enah ement or Girl othwravrise eruaNex use by end ur4us offiractvonp" a a la'le through the Ogache nui- e Pi adaarn. a ��,� Application U er v,defined a-,an individual arn�rt itzed by Youto use the dpplreable linen ed application Paog ams� U'luch ma installed on a n rmgle ser,er or on ulttpta:,ens.ers rem;a s le of�whethenr thera`iu-idua$is actively wing die Programs at anv gvten time. If You hcen e the(hacle Self Sera ce IV-oi1 Regid�„at option iu co unction with Grails Fnterparse Asset kranagement.You axe required to maintain licenses for e egiu-aient niu tot lira' n;,-1.5 licerrsad and You are granted unlimited acress to initiate work request,, views work reques¢ status and :.,che'3u' completion dates for iom: Mire employee,po'pil.ation. 'application Users licensed for Oracle Order Management are 'odd to manua.11pr enter orders du-ectlr into the Programs hu.t any orders entered ele ti anica fy erom other somaes sno t be lcense eparivdyti For i ra.le,'ks cing,Oracle FusioLn Sourcing.Oracle iSupplier Portal_ Oracle Fusion Supplier Porto—", Chacle Sea 'car Procurement, PeopleSoft eSup:piier Lannect,=. PeopleSoft Stt-ategic Sourcing. PeopleSoft Supplier C'ozaract Manages nt and Edwards Supplier Self Ser ace Progim s. use by Your external supplier rs.usc,nded with Your application user, or e pu Ames of the Oracle Financial Ser-vices Operational Risk Solution Program,employees who are juist con hil r ing inforiin..atioz the Program via the applicable user nuatfice shall not be counted as application users. _ai.pglicat on.Reid-Only C sevs ii defined a.s an iduol authorized by You to only gu,enes or reports af-,mst the rpphcanan Program farvvehich You haveal-%a3cquirednon ad-onlyhcenses.regardles,sofvhe rtheindividual;i active: usizgthePsogrom; at any gn en time. Case Report Form (CRF)Page: is dy ed as the"electronic equivalent' of unat avoalirl be the total number of phy„si.3.1 paper pages initiated remotely by the Progr a (measured.e%pltciaxy in the Program as Received.L a Collection Instnamann)during a 12 mouth Period. You May not exceed a licensed number of CRF Pa es cubing and-12 mknihs'enod unless You acquire additional, C;RF Pa¢e licenses f om Oracle'. Chas>n e. is defined as a phy s al ezc;4sure containing hardware. For the puisases of the follon-inp agsaml: Meanie Fabric ?Manager and Oracle Fabric .fob for only the chassis(a)that contain net arkin.g hardvvFaae card Ko k that e managed�r e Program must be counte or the purp�osa ofdetermining the number of licenses required. Client.supplication ader C'lienuti is defined as a.device that xeceives its configuration from a.client appyca�n sea-:;er. Collabormionk'urle _-i•:nm L ens is defined.as an individual autnorizzed by You to u.e the Programs which are in. lied.on a single.era er or on .ems,er regardless of whether the individu al i activ„ew using the Programs at any given time F •the purposes o£eountmg,, zd licensing the number ofeehr e "ichnonou Collaboration users. a Collaboration Prof-ram User itn Yalu comgan �defined as a.war able to initiate,of host„a vn ela conference and also,participate in a web conference.ate'gar iEranh in e rare ,orference external to Your company and attending a xveb conference are not required to be licensed.. Liceme_Detpn¢tions m-'Fine;_%j4's'1.5_CeS_ENG Page I of"p � a SERIAL 180233-RFP \'OrnpEnsated Individwil: is defined as an indi,;,idual whose competisation or compensation calculzitions are generated]:ry e,Pr ,-ains, The term Compensated hrdnidiml include:,but is not Limited to,Your employees.-ontractals. retirees-and er Per 7 'N Cornput �� is defined as the computer an which the Programs are instated. -A Computer licence allows You to use IS -Proggiam o ,single specified computer. For the purposes of Computer Licences for the Oracle Health Sktencs Irate . non Engine ,in, Program- a c unication point is an interface to an input system(e.g- a, cLmical'Laboratory system in a hocpL, or hea"theare settiME)or to an or to an tput s3,stem(e.g.: a,heakhcaxe data repositor�-). I I ml CLOUCU3°3'ent t:err is defined as five concm-rent user s where sash Concurrent-ser is in uidlvldual 11+hG it authorized bl,You to access the Proga-am co isi-rently math other mdividuals at ary gn en time- eEnieda.sair interface that renders the Infor sofhNrareopl��3bbe for use uith Mte.rosApplicationz. Concurreutuser: is de a h radii id al that may comcm-rently use or acce'-the Progr S. C"DW,rureat Users shallbe cn I t' ,s paxtrya,'i's,or emplove "' f CUStOMeX-Ox PTOSPeCtil e"US ad shall not be busine 0 1 out's Conueeged Device: :isdefuiedase,achlqque dei-tee('a')tha.tl3:,inmit,,,data toorivcei,.,,e- ara,from Oracle applipatiota Programs or Oracle cloud senices and(b)that doe-,M�'reqxnre,an,,,lr=an tnteMlChOn or man , t to execute Oracle application bususess logic or to update Oracle application table,:,,Sw eviov�include,but aje not hrafted t , semars,,meters,RED readers, and baxcode -.1 , �� Ch'mlie cloud,' enice% or may be connected szamers. may be connected It Ovaclie application Programs indn,e-.tl-,%,eon Oracle application Programs or Okcle -laud sera-aces through a ateWiy de,.,-ice or a shied-party commmsicanotis sex-vice. A dsvtce may be uric rely identified as i g the endpouit of'co unicatiori of data to or from an Oracle application Program or an Oracle c1cird sen-ice, or may be uniqu v Ldentiaed'by its er 'cit re girn,wrth an Omcle apphcaticis Program or an Oracle cloud sen-ice. Courae-eted,Instance: in defined as the configuration betu-ue Cba,- Policy Automation Connector for Omc."e CR-M On I)amarid and the Oracle,CRM On Demand instance's web senice en, p For each Oracle CTLM On Demand instance so cGirfigaued. an additional Connected Instance is required.. Coune-ctor: is defined as each connector connecting he:so , axe pro ct with a third party product. A unique connector is required for each distract third par-t-+-pTodirctthalthe softa-arepio Pt'K-1eq,rare 'Gmte�, a-*. Connector Pick-, L,defined as a collection ofcone us as specified Ul th 'to gram DoMM2-,,nt3,tiGn for the appIlic.lble Connector Pack- There is no limitation on the nurnber of p al:sex-ver-an which ary o the connectors in the packma:.y be copied,installed and used. SM Cost of Goods'sold: is defined as one 'Lion U.S.D Glt;irs in the total cost af'&-exuon,that a company hy,sold during then- fiscal year. If Co-A of Goods Sold Ls unkri, to You then Cost of Good-Sold shall beKaql to 71 5','D of total ccarrpany revenue, CPU: is defined an 3.chip than cant a. 3.collection of one or more cores on which the Progia is nine ing. Repuxdless of the rAunber of cores,each chip counts as I CP Custom 'quite 1-sen is de as an mdindu3I authorized.by You to use the application PrGN:ms included in the applicable Custom Appitcation- Suite . 'ch are mitz.Hed on a single server or on multiple servers regardles'%of whether the individual is 'acm,-e.y using the Pro"ga - at any given trine. Customer: is defi ecl "I.,the customer entity specifie-d on Your order. The Programs may not be used or a esred for the business opexanorn of any, pau-ts..mclucLng-but,not hunted to Your customer v.partners.or Your affil"lates. Then- no limitationon the number of conapir-Ts on which such Pxogr-a=may be copied,Lnstalled and used. for - �c Cu-AomerA aunt; in defined a-, each umque Customer Accouirf,designated by 3,unique account number.\- h the bill"ing it form-ato s nunaged or dasp'.aied using the ProgTam-egald]ess of the numbez of indi-,itlul..accoun' tholders associa d with such h ,accounts Cpme-Dedintions md'Fxiles--k-0537 26-US-EN& \P.,ge2 SERIAL 180233-RFP ,mcle Custom r Data v Dei-ce Retention "7ers-ae. is defined as a serr-rce for sa ht b the description may be found in t e Te e� is a Support Policies se:non races ar trrare an Systems Support policies) at i ar nc.. rated by reference. C'u stome ecoral, is defined as each unique Customer Record(including contact recorxi,s�prospect records and record rn external data som-ces that You.m.y, access using the Pro gra.m. 10 0£rlt Dada•--k -age pr nn action is deed as ten thousand un:a u,e transactions;including but rot limited salles tran athQn..1 1wn ansacnon,.each age to s=action lot�ay nan action ae.=han a tt.n eft dui nansan von. ir',entory transaction ,petts ea• ,transactions,and adanunatratii-e transaction.)tE:it are processed by time Program in a angle 24 hour period. The daily namaonon a} e is ca culated as the d:.Ly xverzge over the prior 17:month period_ Developer User Des eloper ea-eloper Seat rs defined a:an individual authorizedlay You to use t rogramus amhich as um t? ed on a,single server or nultrple a ,es regardless of whether the taro rdual is active y usmg the P gra at any px ren titmte. With, respect to Developer Usersmayoniv, k users may create.modify 6eaar and interact with the Pa ogsins~, s and do c+rrttimentanon. Di.tkDrive: is defined as a spiuruag eedia.device that stores data,accessed by the Program. ElectrOnic Order Linea i,de,firaed as tl� Cal number of distinct order lures entered ctionically hmtsa time Oracle Program from ,any source(not manually entered b hcents aasers dining a 12 month period. TIYj,rnc�iudes order hues origivatang as external EDI,Ly,MLtranraattoruan or,oruced#rom.of r Oracle and,non-Oracdeappiicad1 "x. You,may not exceed thehcen eduumbeuof order Trine,during any,12 man th., eriod. ' Employee u,defined a lei all of Your full-time, rt-time. temporary e 1CAees, and lust ad of Your agents,tontrartors ani consultants vi,,ho bare access to,use-or are racked by �re Prog a=. T -quantitx,of the licenses requited is deterurmeal by the number ofErm p oy�ees and not the actua.a number of usess`\In addition.i 'ou e?sect to outsourre arubusiness functi n sl to another company%-the follavx•rg,must be counted for purposes of' ter-ru.nvn the number of Employees::: all of the company's fi d,-chase employees,past-roue employeeL,,ternporaiT employees,age cotaiacters and constr rants ghat t`i3 are providing the Outsourcing seasides and i)ha:,a a:cces;7a to.use.or are tracked by the Prop. E mployee for lH M: is defined a, (r)31'Of Your our fi-L' -time, t-tun rempor r F eruployees,ana t ii1 al3 of i ow agents-con*�.ctoe and consultants who have access to use or are tracked by e Progr. The qrr ntrt ofthe licen:es required is deterruined oa the number of Employees for HCM.and not the actual numnh of users. Ln a drtaon.if You,elect to outsomce any b•usma-s ftmctsona s ro another company, the fo,lowmg must be counted f purposes of Bete g the number of Employees for HC'i : ad of--h.comma y'i full-trite employees part-time enxp'o, , tmpormy employee a ent,contractors and consultants that Q axepaosiding the outsourcing .ea r.ces and trr:9 have access to rr .nog re tr tired by the Pro€r s. Employees for H(�M may on the e lic'msed Programs with Oracle application Piogran,tl a contain 'sumac:e Fusion Human apaal Mauagermrreut"as a;preEix in the Program naive. / Employee ee Uses Usen, is defined a..,,an indtaad .x aullsoxizedby 3"oat to use the Programi xa{hic are ursn-'ed on a single server or mul-tip e server .r egardle s of wbzz ler or not t L;-Ldua!is atin eel}•ussag the PYOLM ayss at 01MY� en time. Enter rise Ent layte„ i,defined :(r,f all of Your full-time, art-tune,tent orar •ern loy=eeer a(d all of 1:our agents.contractor:". 'P p a p p � p a and consultants taho baa„e access o.use.or are tracked by the Programs. The quanntye of the lids rerquued is aleternsmed...bye the nunabar ofEnterpiise Emrrployr s and not the actual n7i tuber ofusers In addition,if You elect too arse any bMinE7s f=fion(7 to another coamr-many,the fo a%,mZ must be counted for purpose-ofdeteruuning,the numl:rer of Ent prise En .loyeea: 3.11 Of the coumpazyr fu11-timeemp ees.,Par.-t-Umeemp.oyees,,tenmporaLy employeea.agent:,Contraetoa-,and cow- tamnthat;riareproiiding e outsouzctng senice ana(6) have access to.use, or are tracked by the Progra,=. The c-•;ue of e e Prog-anm licenses i determined by=tLie n es of Enteiprrse Employees.'For these F'rogratnlicen es, e lrzeu ed.gtiantitar purl lra dmu' s a at a nintuast be�yuai to the a ea of Enterprise Employees as of the eff�e-^tease date of Voter or�r If at anv� the ber of Enterprise Employees exce s the Hcen_e-d Q: .mitre,You are requrxed to order additional hcer_.es(and to hLeal support r:such additional license rah t the number of Enterprise Emplo ee is equal to or le than the number of rice licensed gtrLntits•. 1�are rat entitled, to a refun ,credit or other coussederation of an find rf there is a reduction s,r the number of Enterprise Emplo In adaa tiom each mar 4 dxv.s1reForeffie annia-sense ar date of Your order.You are required to rport to Oracle tom,number ofE:aterpras `mpio,yes as ofdate. �cense_Jetrntti ns. !F a3ea_a s_L?'g_Cr�_Ef�S Page 3 Of SERIAL 180233-RFP E iterprise,Full Time Equivalent(FTE)Student; rs defied as and to-titre tade�t�>yscl_'ed trsz��c1 z�t#uti�n and an=ga Y-o� cadent em-olled in.Y oiu mstitation comets a 5 o-of an FTE Student. The definition of"fall-time and"part-time"i base n an""policies for student.la.-.ification. If the number of FTE Students is a fra.ctian,that mumbex xxill'De FOUnded to the rest whole�ber far purposes of license quantity requirement:. The value of these Program licenses is determined b}=the a xer of Fisterprv- FTE Students For these Program lics-u e.the Iicemsed quantitti purchased must.at a min ruum be equal to number of EnterprrNkFTE Students as of the effective date ofYour order. If at any time the number of Enterprise FTE Studeat� rcceeds the Iic,ensed qua n fir.You are required to order addmomal license land technical support fair such additional license ugh that the number of Ent \r1seTE Students is equal so or less than the licensed quantity. `i'ou are not entitled to an•re creditor other consideration ofdiftheieisareductionrathenumberafEnteipri_e=S,tadents. In addition.e.ch ^ear It daysbeforethe ann•„ei are adater order,You are e required to report is Crrac(e the mum'aer Of Enterprise FTE iota dents a:of such dare. Enterprise Tra,i3neer i "efined a,an emta ayes,contractor_student or other person who,is being recor d by the Programs The value of these:Progr=amuses is,determined by the number of Enterprise Trainees. For these I ram licence:, the licensed quantity pm,chased must,at IN' mum..be equal to the number of Enterprise Trainees as of the eff ve date of Youz order. If'at any time three number of Enterprih Trainees exceeds the laceased quantity,You are requaredto order ditiomnl licen,es sand tee hnkal support for such addrtioual hcen =Much tluuf flue nxsmber of Eetiterprne Tisanes is ecltaal to of is s than the lireased i.1j urutity. You are,not entitled to any refund.crell r other consideration of any kutdd it there,is a reduction" the mar•of'Eureapris�e Tras s. In additaomu,each year 9fI da. before t r amii,,eL sary date of Y"oin order,Y'ou are requisedto r�5o3ii to Oracle the number of Enterprise 7r.uneas as ofiuch da . "i i to t" Eatemprite SM in Cost,of Goods Sold. 'Eu" urise Cost ofC dia'Sald is defer as one million U.S. oVlars m due fatal ca,a of Lm-emtory flat a comnpany has soh dwa_t W*n fiscal rear. IfCost of Goods:S rs r o"m to You then Cost afGood.Sold shall be equal to p 5��oftotat man, reirenue Vie "alue ofthe;e Program llice�e is determined,by the amount of Enteerpazse VA Cost of Goods Sold. Far these Program license e licensed quantrfr'finch :ed must,act a minimum be equtal to the:armovnr of Enterpry e I Cost of Goods S old a:of the etfe�ii e ate of Y'oiu order. If, f anL ttaae tine aamouit of'Enterprise$ 1 of of food.. Sold e-iceeL the licensed cuanti Y oir are required is der additioaal Iti Je.(and to hziic !.support for such additional htien e,5) such that the amount ofEmteipsrse SAT Cost of C�oaci S r equal tJ Ie than the miiasbes vflicen ed quantity. Y'sftL are rrbt entitled to ann,refund.creditor other -on:•ideration of auvh "if they s a reduction in the amount ofnntersprise Rd Cost of Goods Sold. In addition-each year 90 days before the anniversasn'd a of' ou order,You are required to rpoit to Oracle the number:of Enterprise$real Cost of Goods Sold as of ouch.date. Emterpreae S'ti in Freight Under Ala.ungeuxeme 5M Fsesghh At- des tanagemerr.t is de2mrad as one milhon U.S Idol°.rs of the total transportation value of tendered orders for whignxents£a _c t en c.,sddar dear durvug the term ofthe license- FG�i.halt include th:e coml:ned total of actual freight pureha:sed`a}=Y'ou. ur,the Cost of freieht for:hipmeats managed by You(e.g.,You are not punchasirg transportation,sei•ices on roehalf of Y our-c ' mts but are gsa„ir aaa� ,ti.an psi tanQa myna pment servL e3 for Your clients). Freight that is paid ss=a thud paste h."I also be ded in the FU'tvl total g.,inbound shipment• from suppliers to You with freight ts.= of pi'spiid,< The era ire of these P Exa"m hs!eu a iv deterai ne by the amount of Enterprise, SIA Fright Lander Ianreement. For these Program licenses-the nI ed quantit-v pu t a=v mini umbe equal to the amount ofEnteipiise i-i Freight".nder Nfarra.gement as of the eff fire date of Your auier. If at any ti the aanourt of Enterprise SM Freight Cinder '.'Management exceeds the licensed quantity. o or ou are required to. additional Hoehn q(and techmc6_support for such additional liven a )such that the amount of Enterph,Y Freight Underilanagement is equal to of ter-than the number oElicensed gaantit+=. You are not entitled to any rafi=I cre t or other cou..rderation of"any land if there u a ction in the amount of Enterprise 51b'i: Freight Under Management, In a•ddi"or-each bear 90 days before the anm ersari'date of Y' order.You are required to report to Oracle the number of Enterp`i e a Freight Under Management a::sf such diste.. Enterprise SAl ern Ctpernting u,dget: i defined aJ one rzi%on C'S I ollai:sfY'sur g1s3u budget eeted in ear audited statement from Your external accoui g firm. The value of these Prograrai rcen es zs detarminedbr the amount €Eateaprrse 5l l iaOperating Budget. For these Prog'a licenser,the licensed quantit;=Pur chaased.must.,at a minimum be equi_`to tilkauloumt of Enterprise SM in Operanng Budget as the effective date ofYoirr order. If at any time the amount of Enterprise SM in era.tmg Budget eaiceeds the licensed quantity. ou are required to order addatioaal Iim eme (and•techirkal suppport for ugh additions cea e )such that the amount of Enteapi SM in Operating Budget is equal`to or less than the number of lacetced quintit . I`ov at. not eatitied to any refund, credit or zher con•ideration of any hind if theme is a.reduction in the amount of Bnterpnse 5Z*in CJ e tong,Budget. In addifron,each.' are 90 days before the anniversary date of Y om order.You are required to zeparrt to Oracle th nun" of Enterpr se $'a,,I in.Oper.mg Budget as of such date. Euterp•a e 9$.I in ILevenue; Enterprise SI f m Revenue is defined as one million U.S.Dollar.in all income(interest inme and non r rest income)before adjustments fear e_xTensei and tare s generated bl You during a.fr ea%year. The value of`these P' ran c_me_Def1mti ne ur,d RWea_rrh.3 126 US_ELvG Page 4 of SERIAL 180233-RFP Acenses is deter-mined by the amount of Enteiprise S M in F e Avenue. For these Program licenses..the licensed,quarintc=purc -14e,at a minimum mum be equal to the amount of Entexprise$,NJ in Revenue as of the effietiv e date of Your order. If at any texas e a �toc f Enterprise S in Rey,enue exceeds the licened quantity. You are required to order a�fd tiona?:icense- o;and.tec' `calsul oor such additional license i such that the amount of Enter rise M inRe c enue i equalto ofleµ,dram,the number of cemieci quant -. s You are not emn#led to an3>iefuno. credit }a other consideration of any l if Here:is a s edncti n in the arras amt of Enterpnse -hJ in Re-,remue L addition,each year 9�O da-m before the amirersary date of Your order.,I'ou1 are require /to deport to n Oracle the tuber of:Enterprise SM in Revenue as of such date.. Expense Report. is defined as the total number of expense repGrn processed by Internet E pen es during 3.12, tenth periad You ys , may not emceed the icensed,number of esepenme reports diu mE itry 12 month period. Faculty F:-er; is defime-Skas a n active teaching member of the faculty=for an a credsted aca:demaic institute ;such uses inay only use the Progtaruz far academy. aid non-conanrexciai use. Field Techuiicinu: is aefined an engineer,technician„.representative.,or other person who is ` patched by You,including the. divpatcheis„to the field using thy rogims— Flnsb Dria:e: is defined as a.acid st*4e media de•Nice that stares data accessed b; the Prog . SNI Frei glut Under ltfawggemento as de s as one null out .5,.Llollarta of the tarts],is° portation=.value of tendered ouder.s for all sbipmearts for a given calendar year during t term of lican�,e. FILM hall include e t orsslaiaed total of actual freight pinch sed. by You plu the cost of freight for slipmen tanaged'try You fe.g.,You are to ha aag tt�°aseslacviEatiar>a es,,it er an b eh of Your clients but are pro-n ing transpoitation sna, Bement<sei,-kes fbu our c:hep4s;t. Freight drat is pair[by a tturcl part i shill also be included in the FUM total fe.e..inbor rid slip ' t,.from supplier-,to You freight terms,of prepaid;). Full Time Equivalent(FTF—)Students. is defined as ,r full-time stud t enrolled in Your institution and any past-time student enrolled in Your institution counts as'_'5%of an FTE,Stu t. The de on of"far'_'-tense"and"part-time"is based on Your policies, for student classification. If the number of FTE Student:is fraction. t number will be rounded to the nearest whole number for purposes of lizense quantity requirements. 4.000 Gift Cards: is defined as rwent-Y-five thousand valuer (gift or stored::that are generated b=the Programs during a 12 month per rod. Guest Cabin: is defined as a guest cabin onboard a cr�is>eship mama, 'by the Program.. You muss License the total tru ber of Guest Cabim onboard each cruise hip aatanaaeil bl threserynx and the ice red quantity oCst aba7 hcen ey rva}°not be shared across multiple cruise ships. For the purposes of the Cruise Fleet 'Ylamage ,e� Caul e Crew tlana.gensent. ruase ]Materials 1< migenaexrt O and Sins-Fide Programs, You must license,the total numo t of Cr . t C`alrins onboard a.1t shipSr vessels n the fleet tE are managed lry the Program. Gue::t Room: is defined as the.numb- of guest:rooms imamBed bu the?rogra:ni.. For the purposes of the Chacle apitality Suites Interface Programs. a unique Guest Roo tense is required for each di:stinct product wrath suhich an.Carac.e pitalitiy Suites Prbogiam is required to interface. For erimple,:t_cu7tomex requiring interfaces of am Oracle Fio:spitalim,Suites r am with three distinct products must have three separate Guest K m liven--.es. Hosted Named,User: is refined,as an individual authorized bv You to a::ess the hosted Service,regard, -?of-whether the iudi%idual if,a;,tr A7ely ac:c:e=51ng ty osted serlce at any Eiven time. \ttb r ocheit}rpftmlittwC`an.ultiug Seri ice : sae dertied asa-,tces-forhrl the descriaptn[may be fours veitsrCxli} at?iusines tut i; ltlitrs" Consulting S,ea Aice lesorription:s:motion at 'c _ _. ' isF t@:and tedov reference.Flo pito ' mites is defined as an entertaimment spade that r pically includes,but is no=t iima:ted to. a kitchble and seas Within an arena.stadiurm,concert venue or other°venue that is imanaLed by the Programease_ eduitions.sic FtLie3a h's i Epw ;_ SERIAL 180233-RFP tmllmtioau srtrrss,Star t- 'p rocks mn,d 'oufigrrt ttaow'TC"lagrads Ssrstcs i, defined a a srsicei for r lush t/c, 1pn be. found rn the Advanced Customer Support Ser"tces sectici at `. and which rs in refer\ce. IIus# is defined a single-database en^arannrent. Test,production and development environments are con separate LLNIMces that must ea hbe licensed. For the purps er of the Orac.e B:anku3.g API Infiaztgucture,Program.Ins-tance is defined.as the em,ircumenn+L= uction and non- production)used run the Or-c!'e Bailing API Pro_¢ram.. lnter ice rs defined"%- each interface connecting the Oraciie Proeaam with a third patty product. A us Interface lirenss is required for each distinc. party product,ui.th w ch the Dracie ProMani is required to interface_ IIutentory L,aeatian; is de ed as a dedicated phy real rnaei tort space used by vendors to sure e it in sutot t-ti ifhin am arena,. sta.diurar,con:sit t sinus of otlxe menus that ra managed by theraer^suss Mach dedreaed phs.c as eax4ar erase must be counted as orue Inventory Location �d Ibis'Invoice Lnatie; is dried a one asKaand uit-oice line itenr,pr oLersed by^the Progaw.. wg�a 12 a�on#h.period. 'i'ott nray�not exceed the I,t,,ewAd�rnttuber of l I,Iut oi^. •Lines dtmting any 12 mouth penod r a +utre additional I K Invoice Line licensee from,Orade. N " fl'i Port, is dsfured as-a strtgls caller that ca�s prods.s l Ha a the Izrteraoti+^,e i'o' s Response fT°fe) ,r>fiecu. Mott must purchase licerite s for the number of I%, :Ports,That repres4 t the maxinrum nuniber of c cu mnt callers that can be process ed by the TS a ,stem "xI " Oracle Jm3 a:SE SubW- iptrory and Oracle Jmr;i SE I sluop Subscript' n: are defined a the right to use the,specified Oracle Ja-a SE Subscripttonl tograurtvl in a..ordarce nnththe a lrc:.ble Ell and torecetce Oracle Software Us)date Lccer-A&Support {d,m itec to the:ape<ifiied Ora le J3 -a SE Subscription Ix' ra s.felon.specified on the ordering document. The subscription terns rs effectiVe upon die effectsVe date of the.uloscriptior or•de gent.uilless otherwise stated.in Yow:ordering document. If Yong:order unv placed through the Oracle Stare.then the effei a date is the date Your order was accepted b1 Oracle. Oracle S41t+aware Update License&'5upportr provideduuderthe0ra;cl S -are technical support poh tesineffectatthetimetheservices are provided. At the end of the specified subscription tsirri, 'n u mo,P enew Four subscription,if ivai]a Isle.at the than etu-rsnt fees for the applicable subscription. If You choose rot to re 5 ux sus penpnon.. Your night to use the specified Oracle Tana SE Sub rrrpuon Prnt?Ta rrs(a;=Will terurivate and You must de u:tall the spec, Oracle Jat-a SE Subscription pro,-rauris). Kitchen Di PIAT CBent is defined as a device t is used to diJpl37 and� nitoi the statuL of ordered item If multiplexing harich,nre or soft ware(e.g.,a TP monitcr or a xveb der cex product)is med,thi �r must be raseasueed act the multiple dqg froze end. Learning Credit may:be used to acquire ucationpiodticts and sera-iees offered ur Oracle U 7ersi,,online catalogue posted a. ands the teem specified threw. Lear=- credits ay on.w be used to acquire prodivts and seiaace2 at the h.yt pace it effect at flue a You order the relevant pr oduct or sexy ice.and air. ,not be used for any product or sen-�ise that is uo,ect to a discount or a prow on when I ou.order the rele'^�ant product or exaice. Th t pence trill.be reduced bt applying e discount.pacified to oa by O cue. Nottadthxandtnz anything to the contrar-^to the pxel.r s three sentence's.learning credits may Lso be used,to pay taxes.l .ten.als and-"or expenses related to Your order.,himirv.-ex.,th din ,ust specified above t riL not be applied to.such taxes maVdl'rxdl'or expenses. Learning.credit are valid for a period of 12 nao i. flow the date Your order is accepted by,Oracle.andmust acqutre product,and must ufe any^acquired:per •ices prior to the e of such period. You may oalyu e learxcing credtts county s°in h 4 au attired theme was n t u e thm as a payment r si�d for additional learning credits,and may not us different learurng credits accourm to acquire a single product or r�zcs or to pay eaated taxes.rrsrtsria zs aud.`oae€peme:. Lea ngcrsdit are non-ti.ansfex..hleanducn- sign,ble. Youruayberequuedtoex,ecutesta .rdOr:acleordering rnaterta:`_ls tt=hen usi learning cr)Rditn to order products or services. s'NI in Ma'am _ks.sets is defined as one mils U.S.Dollar;of the following total: (1) Boob value of in ;ent in capital leases dine arrciug lease7 and other finance tease includingresiduals, aah,ether owned or managed for other-. t rigs on the Program, s(2)Book clue of assets on opesaturg ea a..,whether owmed or managed forotters.active on the Pro plus(3) Boob ,-a ofloaes,mote=.,conditional ale,contracts arld obi re eitrtaa es_ownsd or nrana� rud far othe aett+e on,the saran, piu^,( Boob value of non eaiaing assets..ouma�l of managed for other xxs.which er e pre,6ou il,•leased alit active on the Prtaw, :epee_Deaudousam-1R le-_t-55: 1f_CdS_ENG Paged of23 SERIAL 180233-RFP 'i cludin assets from terra terminated teases and repossessed set:.plus(5) Original cost of asset.underlying leasesand to , or'�,ten and actir,,e on the Program then sold vrithin the pr eviou_ 17 month. lad rn.r d Resource: is defined as an individual audionzed by You to u.se the Programs which are installed cn a single de, er or on multiple car err,regardless ofwhether the indisi.dual is actively wing the Programs,it any given,time.. In adda.tion-Y"om, loyees;,. contractor., axtneis and any other individual or entity managed by the Programs shall be counted for the purpo-Aso deten itung the number 0 Managed Resource licenses required. dember laeturvis defused is each unique customer ioyalts Program wdeniber Fecord mana¢ed by the Pro m. 111Gk ls-dember Records.ha l"mean`y\nerMndred*�ousand Member P:ecor°ds. lalerchandise; is des a unique item or S=Of a consumer good, lhdodule: is de red as each�wodurtion database,num ing the PYograms- Monitored 1..>;er is defined as' xndividial tnho is monaored by an Analwt-ics Program whi i,installed.ors a single er ,er or multiple server—,regardle s of whe .•the irua rdual i actively being raor-to at any paver Individual user uaho are licensed Jarn for an aly�c>Program by either ed User Plus or Applic.arton User may hot be lucetis,� bw+Monutot ed User. For the purposes of the Usage Accelerator t rxznly�s.P2o m,e-very user of Your hcemed C ,l Sales ar'po ation Program must be br:enned. For the purpo'es of the finnan Resources C°omf) ation Anal;yttcs Prso,gran all of Your emsapl,fees must be licensed. Est For d^ae pax-pose of the follotn-trig Oracle Gove nce,Kink, and Compliance appli hots: Application Access C'onir:oL Gowernon Application Access C onnols for E Bu mess:5u ,Configturation Control Gov or.Configuration Control for E-Butme .S%ute. aur Tr action C=ontrolc G emor.Pr�entXve�ar'o Governor,and Go,-eman 4,a �cannyaLaauue C onlro8r 5ur2e,the numGer ofl"$cnrtored.User-is equal to the to a.d number ofuai ue E-BirinesS Suite ea:(xndisicluali)being raorittored'by the Program, as cxaata-d'defined rr the User Administration functro of E-Bu ine s S te. Users of iProcureruent znd'or Self-Ser rice Human Resource=are es eluded. For the purpose of the following PeopleSoft Enterprise CFo rya te, Kisk. and Compliance application Application Access Control,Go-errior.,Appica:tion Access Ccnn'cls fox-Peop'e`ao nterpxis'e.Config=.uation Cotztrols Governor. and Configuration Controls for PeopleSdfxEnterprtse.the number ofMotutored la r x-equal to the total number ofaunique People Soft Enterprise(or an-v other custom appications `Program,I users(indttidua2s a t11 Program mcmtors. MySQL Cluster Carrier Grade Edition-Annua]Sub> °iption,MyS Enterprise Edition Annual Subscription and,ay Y L Standard Edition_�trnual Subscription: are define the right to use -specified Programts)in accordance with the applicabie license metric and to receive t ra,sle adEtwaaare Lrryda. License sc Support for pecifxeu Program(( a.nd for MySQL Community Edrdoa fror the terms specified or due order. 4dvS�L Conxn ur, Y Edition refer to MySQL that r licenned under the GPL irense_ Sofmare Update License&Support for I-AyS C'ommunih-'�Editi4z doe not rnm a update of ny kind. The ub.cniption term is effective upon the effective date of the su crr tint:ordering document unless., arw ase stated,in Your ordering document. If' p p Your order was placed through the Clracl tore.then the effective date is the date om order was accepted by Oracle Gr-acle Soi are Update License w Support.er cis are provided under the anph-able technic. .support policies in effect act the time the services;are provided. You must obtai a subscription Licence for aLy sex-vary swore MyS. C'lurstex Carrier Grade Edition l fw,.SQL Enterprise Edition as d"oa MySQL S lord Edrnon are dep1owd. If You obtain Oracle Softwa.re plate I coarse S,rapport sec:ride- fear:any eyvar{s where MySi L Co unity Edition is deplowsed.then You must also purchawe, subscription license for all of such sell-ers for which You have obta a Oracle Soi are Update License&Support Mar r ev. You v Obtain Okra;1e Software Update License&Support er�-as fo e MySQL Communin,Edition subscription hse at any ley a (e t the:yatvSQL Cluster Canner Grade Eartion level.at the h x'SQL Enterprise Edition level a icUoi at the MyS,QL Standard dxncn ley; a. At the end cfthe.pecxi ed term,Y ou may ieneua YTc ubsmiptioz,ifa arlaole,at the then current fees for the appican esub-cri 'on 'if You clwose not to renew Your sub mr°rptio, Y our right to use the Programl .)wall terminate and You must de-mn.,tall a.ppu t-lons,tools,and rymnarie provided to You and t the applicable non-Community Edition'license(e.g-the license for in 1YS QL Cluster "'artier Grade Edition, MySQL Enterprise dition ann`or MvS QL Standard Edition). If You do not renewa a subscription.You will no eceive any updates 4`inzIud 'g patch or subs,equentd er rion.)and You may al,o be subject to reinstatement fees rt You later choose o reactrsate Your 1trb.dr:ctrdn 'w+amed U r Plus: is deFihed ass:am midi idual.aufhoatzed by Y'ou td use the Proms°arro wxrhich are iris#ailed an a sic sen.-er or multiple en-ers,regardzes:of wwhether the ind-,idual i,actively usingthe Program at an°y=given time. A anon human opera device will blf+ counted as a named unez plus in addition to 3L india-idtra_s authorized to una,the Programs.if such de,-ices an ac ss the ` e_ efrndon,.Br,Frle_au's16_CdS_Elwf Page,o " SERIAL 180233-RFP op,ms. If'mu-tiplexane hardu^ar e or softvme(e.g.7,a TP monitor or a web ser,.-er pr oduct)is used,this number must be nae.:ur at t multiplexing Front end.. Antony ted batchxn of data from computer to computes is permitted. You are re zpon.ible for ens✓ that re named User glut per grace dx mr=ttrns are m,trtar d for the Progyams contained to the user 1n1P•3rra table , the licen i k nailer section;the minaman.table provides for the minimum number of named users plus required and all actual u ns must be kceas For the puxpa�of the falloaring Programs: onFigarationl,fana�eaxen#F?cl far.application 5 s.te'n-"onat�arxn up-a fsrss lion Oracle Databa �, Syntem Monitoring Plug-in For'ion Oracle Middlevras�e, Management Pacl for N,-. :a;cl _41tdd1eivaxe and Management Pack Veb[enter SSurte.only the users oFdxe Program that is being managed-monitored a re coupe d for the purpose, of detesi3nxuing ther user of Named User Plus licenses required. lS`uthaepert the fall daa gPraEr axn: Load Testxcg Load TestmgDeveloper Edition,Load Testing eTakor for'a&`ebSerA�ce . Load Testing pcelerator - Om-c.e Database.Load Testing,Suite far Oracle Application ,nd Crrac e<t Startex Kit for Utrities L da.d Te ting).each emula imam user and non human operated device«hall be car xdered as a+„` al user and shall be counted for the purpose of deter ar ing e number of Named&�,er Plus licenses required. For the prarpaMe of Ilse falloaa ing Px arms: Data.'alasl iag and Sub setting Pack,only the user,/the dauta La.e rr€ens +bete masked data or data stub sets origin ate must be ,7red for the�o^se of det uurung cue number of scene required. For the purposes aftlaeftllo+ursag'Program Applucation danagexxrent Suite for C)racleunxe.:Suite.Application?tlaragerasenr Suite for PeopleSoft.Application Mma geme, 5nrte for Sieoel,Applicarttonluli go xrt State for ID Edwards EnterpriseOue,Real, Carer Experience Insight and Application Pepl�uCv,uPack all rt se.rs ofthe uerape, aged applicatican Program nrint be c�ornxted for the purpose of determining the number of hcea.ea4,egmred. w For the purposes of the:Folly urg Program:: Oracle 'dreirGa:te and Oracle 41dearGate for rAacle Application.,o iiv(a)the users of the Oracle database from-which You c apa in�e data an b)tlse u;rs 0 Oracle database.where You x t a.pf,:v the data must be counted for the put-pose of deteirair ing the number of vice ef xegwred.. For the purposes,of the follon ng Program: Oro-le Golden . e f) Big Data-only the users of the saute Oya.,c re or nor Oracle datalr e(s) or i]oS Lxepd itor-ies from which You capture dat ust be counted for the purpose of deternim ns the number of li,enses required For any nres,agmg system. from.alnch a-ot ca�ive data. ever,-rueuetopic is counted as a user. For mustip're source databases,1,'oSQL repositories,or messaging system .atl use fot all sources 9}Ynst'be counted,. For the puposes of the fo d-waag Programs. {3racle 'eriGate for Ma Fume sad Oracle Go'_den.Gate for Tesada.ta Replication Ser,-icen.only(a)the user,of the database f�om�,Lu:, x'ou I,apture data an Cap the users ofto database ivhere YOU.Will apply the data must be counted for The purpose-ofdet La nya a nunxber of lican as,re aired.. w For try purposes of the follot,%ang Pxograru: x-le GoldemGate for Non ra.cl atabsaae on:y ta.)the users of the Non ch-acle database fiom which You capture data and k ' e tue,s of the Non C)r::acle database ;hexae You iaa i apply the data must be roam ed for the puxpose of determining the number licenses required. For the purposes:of the fo�?o�-ME Pro ams: Data Initegrator Enterpnse Edition and Data egrator Enterp-ruse Edition for Oracle Applications,only the users that as ,+rn;ng or accessing the data transformation processes u t be counted for deteIMLZ ne the number of laden es required. For the puupose,oftlxe f611110 x =Programs: Oracle Mobile Suite Client t rmtmi 2e and I,=rob le-'.ppli�taon Fiame�-ork,only the end users of each_,pphim a D -eloped*munT be counted for theplu•pa e of deter n ng the number af,.' uses regiured,r gar�ess of the choice of the mobile a phca.tion developvoent tool or the framework used to build the r pp'icati.on Dlelcped. For die pux�aoses of e fo3loiaing Program: Audit "silt and Database Fire.aall,a�lr u.:era of the .duce xahx are protected, iraonitored or audit mutt be counted for the purpose of deter„a;n;n^the cumber of li"cemes required. For the pun ow a of the following Program: Java SE Desktop Subscription.the trim"era er ae£ees to a 3e,kto1,CO titer. Net-work -ea-ice: is defined an the hardwaxe and or sot't'`vixe whore prunary purpose istoroute and control commumclaa between comp' or momputer networks. Exampien of network deices include out are not limited to.router✓,fnei2,-:r'1- and ne\r-k!',oan- rcense_Detsattions;n,d RWes_c'0:: i6_Ci5_EN& SERIAL 180233-RFP lion Fmnpioyee User-Estern:al: r defined as an individual,wlio is not Your employee,contractor or autsourcer authorrred to use the Programs which are imtaLled on a single ser%-er or multiple sei aer: regardlez_ ofwh,ether or not the indie ids zu acts :.using the Program,.at any given trove. Oracle tpaua.ncsu�-€'oncr'Ict, Ls a.contract bemeen You and.Oracle( r one of'Ora :e7s affiliates)that pra ade:for pa ent:over time of so or all of the sums due under Tour order. Order Line: find as the total number of order enny line items processed by the Program during a 1'amaant rind. Multiple oidex entry line ix may may be entered as pail of an indr vidihil customer order or quote and z also be avtoma Bali generated by the ter at ie ConFi. tar. You roar-not exceed tie scemnsed numnber of t7rder Lanny during any 12 month pe" un.es'You acgrure additional Ctrdem Lrn.Ye 'censes fumy Oracle. 1,GGtl Page Vieivrs: rs de d a. 1,00,)0 Page View-per lvlonth.where one Page%r'ieiv means one/,ue'-added igue internet user to a particular page on a w-i b:it Partner Orgrtmixtttion", "diefimiw,as an external third panty business entity that•prcw,°ides rgaer�,rices rr developing.,, marketuvg and sellu-if r'oaar Imsdu� Depending,upon the type of industry, partner orfa�a.ttiam ;lrla}r different roles and are recognized by.different rmanne.a s rrh t rleseller ch trbutor agent dealer or broker. a w Pers�oiu n de�8med as Your employSe or rhactor warrhm is actively w orkrng on behait Xfour orgasussation or a former employee iiho has one or more benafrt plan,mana.get b;v the :^+rstem or-ontinrmes to be pa through the sytean. For Prpyeet Resource Management,a person is defiael a an dnili°,-ids �who is sebedtaled on a project. T totaluumher o:incenses needed us to be bayed on the.peak nrm sber ofpsart-[name and frail-tine pule nhose records are recorde' in,the s stem. Ph7-sicalServer: r defined aseachphrsdcal.er,exu hichtheParaes'a redvstai]ed. PLN E mtr y Device(PT—D): Las defined as an electronic hay a4y acre devim is used in a debit„credit or smart card based transaction ro accept and encraTt the cardholder',pem t n.L adeutifiv.an on, ummber ; Lv . Petted"tiusmber: rs defined as the telephone nnrmber tltiat ends retain aw they change from one seyiice prow ider to another. This telephone number or'igina.ly resides an a telephone switch and 7 milked into the re:pon;ibiliry of another telephone snit-h. w IN, S P Cheat: is deFned ar a device th t is used to recur ayg parr of %-3le',Snansa tion orrelated end user functionality such asw�orkstanon.reportutg.,ca h management. engagement able managemr manager operations. If rmuluplexing hardware or �oftw�are(e.g..aTPmcnittam cra web aer,exproduct) 3wedsthanmtmbt be ineasured at the multiplexing loom end. For the purposes of the Oracle Hospitality Guest "e.s POS and Deice C"hent gram,a.POS Client Ls a guest a<ce s control method that include.,but is not limited to. es,gates and swbng doors that-are° imaged by the Program. Fos each guest access,enrol method.both entrance and �ponmtw must be cued€vox the puspo. f`deter aimsig the number of license regumed. For exaanple.each t erns ate mus e counted as t3asc Pt35 t:bent 9 one foyer a and one for eat). Processor: sh —17 be defined ad all p sessor where the Oracle Prop r anm are umstaded an 'or mu9ning. Program- licensed o a processor basis may be acre ed by ors internal a ens{rn�;using agent and contractors)and b €ur third pair users. The nu ber ofregiured'u`cem es--hill be dstem ned by multiplying-the total number of core ofshe proressarb a carte processnx h erasing factam specified on,the thwacle,Process Core Factor Table which can be accessed at Ism:°.'or c_e com:con act A' cores on alllnrulticore chi ra for each licensed Pro m,are to be age eeated before multipl3ing by the appropriate care pi say licensing factor and aL ftact€ans of a number are bt-rounded up to the nest whaie number. When hce= g Oracle Frogs with Standard Edition"- :Standard Edition Cruse o Standud Edition in the product name %rwith die exception of WebCemer Ent rise Capt-cue 5=d33xi Editioa Java SESubw_rrmanon. Jana S , Support.Jv,-a SE Advanced,and ls,a SE Suite:. a processor n cc ted eguiralent to an occupied socket is +stir.in the case ofmultm-chip moduleiz each,chip in the multi-chap module n counted a., e occupied socket. w w�, For example,a scare chip based, with am,Oracle Processor Core Factor ofG�95 rn.ts•yed asndsao rs�gt '` !PapBP Than Stzndaa durum One Programs or Standard Edition Programs on C+cores would regime-m processom license {6a core rears or?deem=sang factor of?=equal. 1.4G..which y-, en rounded up tc the next wwvhra'.e nuu.'her.which r._example rmulttccre ser cer for a.lurdivare platform not specitie3 in the Cmrac'e Processor Core Factor Table installed aIuse_Definticn.s=4 Fmle_w13`J's 38_tfS_ENG SERIAL 180233-RFP Program.on 10 cores awould reclarre 10 processor Lcense.(10 ryrulupLied by a core processor acerrimg,factor of 1.0 for'All OtW In 1cGyechrp-,'equals lG), For the ; oses of the foe�-Iom=E Program.: Oracle Healthcare Playa Repontoy-v�only the pro-essor-,on which Internet Ap, irition Seri-er En xprise Edition and HeaSLh care Transaction Base Programs are arstalled and'or ru=, ng must be counted for t, purpose of detfierrm -the number of licetrie5 required. Fort the i sez f the fallowing Program,: iSupport,iStore and Conte orator.an the processor.on w1nly Int t Ap plication sey-v r: ci and the licenseciPrGuam.(e.g.,LSupport,tSforeand'OrCorfil ator)are runnir g, mrust be counted for, e put-pose of�ieterymm g the number of LLce=es required for the h-emr—,-�l Program:un 'these licenses You -,I'ut a'��hx`C or, -t-d-e May 3. -tall 3na"o the licensed Prograny on the processors where 3 !Lcemmed Orze,e DaTabasee, a ard Edition an&or Entelp a)is ins. hoed 3ncL,Gr running. For the p ua-p o-As of the f alUl Programs: Confa Eurati on M,3ara gement Pa c.l,,tar App lic a ti our,.Syst Nf onito Yin,g Plug-en for Non Oracle Databases,,Syvteni Mo g Phig-ra for N'oty Oracle bihJd2leware,Management Pack Non-Oracle Middlemme and r Management Pack for W ��'�ebCente Suite. only the procexs cmtvirich the Progr am,that is be;1 arrage&mouitored are numing, mmt be,-ouartea for the purpore of teLmirung,The number of licences required. For the purposes of the folloj�krujg Profit CLI" a . o!-, sk-mg,and Subsefting Pack only d 'C �-Drs rumung the datatra e servers 1 1: Dah Ma only T1 procez where masked data,or data.subsets ongum nitutbecoutned.for the plu-po!7eofdetermmi,pin,�g�thZentunberofiLcen:esreqmi3'ed. For,the purpose,of the fatIoNving Prtygram,,, 2 lixafiaty Management Suite for Oiy-,4� 1�E-Busmes, Suite,,Applicanon Management State for PeopleSoft,Applic ation Management te for Siebel, Applicatton v agemant Sutte for JD Edwards Enterlyr-n;eOne. - IT, ApphcantxuMamgementPacl�for UnIrtier.Land ApftcahoyyManagemnent Pack�irTaxition and Poirvy NLynagement,311 piocesmr5 on which the nudd]ewaxe andlor datalra.:;e saf�waie lhqt support the re spec ' e managed.appiicatiDn Program:are rimning,must be counted for the purpose GF deternii=, g the number of 11":'equLred. For the purp�ase,of the following Programs Applica.,Lou �on liyPac and Reall User E-xpenence Insight,all proce=rx on which. the truddla-ware Softn-are that SUPPOIAS tlereypecti-,-e mamas-'.411 deternum Z the number of liven fo-n req*ed. For the purpor-,ess of the FOHMAImE PUO,9X2=: 1ufbrMRtiC3 Po 4 anxi PoiverConneuct Adapters,and Appiication—',ciapter For V,"arehouse Buil(ier for Peop`seSoft,Oracle E-Bunnes:,S Siebel, _'P.only the processor(s)an ndairli the target databane is runnuag must be counted for the purpose of detexnarung t e number ofli.c res required.. For rhe purposes of the fcl!',o1AmE Programs: Data tega'.1tor Eixteyi?rLse ppheations,Data Integgrator ani-ApplicationAd -for Dat, tion,Data Integrator Enterprise Edition for Oracle Integration and. lication PLdapteri for Bata lutepatiGn.,only the processor(,)where the data,tranifoxmitiou pro- ssei.33 e executed m=be cournt I for the purpose of determining the number of hce=ez reTured. For the piuWse-,of the following Progy-t!/In-MemoLy Data Cache�only the proc.),jorx on-xixicb the Time:Ten'in-Memory Database component of the In-11enyoi- 3taba.se Cache Pro-gram.ii ms-ta],ed axrd,'or rung must be counted for the pinpose of deter,minin,Z the number of licenses' aired.For the purposes of the,fold k PrGyrr-m: Oracle GoldenGate and Oracle GroldnGate for -acle Applicauciys, only (a) The processors ni nm g zhe Oracle tabare from which.You capture data and(1-')the pro.,zeisors e Oracle database where You rill appi'v the data.must be - imte�l for the purpose of deterniming the number:of licenses required. For the puypc,se. of ffie :�czwazg Prapz=.: Orac2e GokenGate for 11,1amfi-ame and,Oiacle GalderiGate 'r Teradan-Replication, tb Senice:,, only(a)the-roc roce-mors rnnning the database from,which You,capture data.and(b) the processor. running the datalra.se where,You w.-LI aP the data must be counted for the purpGse of'ete=, ning the nunYber of Licenses reqiure For the pUr-oas f the fbHouamyt Program: Oracle Golden&ate for Non Oracle Database,only(a'the,process--OF- na the non Oracle datal, e from which You capture datcl.and(b)the processors ru=, urg the nor-Oracle database where You mffl e r1v the data must be co ted,for the pui-pc,.-,e of determirnng the number of licemses required. IttPnse_Zrehnttions urd RW'es-l�53 S-US-ENG Page 10 of SERIAL 180233-RFP �?r the purpPoses of the following Programs: 013cleGolderGare Applica.,nova -kilapters. only the processor running the icur Ots�ie ornouOiacledatabase(s)&om which You capture data mir-A be counted for the purpose of deteimining,the numlier of lice,�es Yeq .yed. For multiple source databo-es,all processors for all=rces mu.-,t be counted. For the pose of the following progzamr: Oracle GoldenGate for Byz Data.Gryly the pro-esson,rurmirygg the source Or .-e or non s(riu lice_e Oracle dirt oy"N7c,,zQL repositories fL am which you,capture data must be counted for the purpose of detexminity, the number of licenses re d. Foy any meSMginE systems from which you capture data..e:%,-ei--v 2-5 queuestopics are counted 7,a Processm. In the instance f multiple source databases. repositories, or messap I rg systems..all processors for aL , ui:ces must be counted. For the purposes of t fc Eo,%Aing Prop-ain: Audit Vault and Database Fnewa.I only the prxrr*,5sor. 0, the sources Misich are protected,monitorsdox. cued must be counted for the purpose of meter uning the n=bw of licenses.r uned- For the purposes of the Program: 0uc1'eATG Web Commerce Seazc.L only the procesF(>rs must be courted. You,do not n" d to count pyoces;ionson m which the Pyogra is running for miley g content in configured content o surc as es us as the foregomg�tl,the only tue of the ProMam on all the processor-,ins,tailed in ely sem-er, g Projt-c 0�� defined as a cheded 1 ate process plan in operation. Propert,y;: is defined a,a acaticuxtth i,gle physi-cal address. to\ ,450,0,000 Qvievies Pei,Day: is defined a,.s fn,-Lh�hundyed,thOlLsand queries from to the next midmght(e,g.,a day) to the productian MDEV engine,including liul,not I dto: text searches; change facet(refinement); and page up,'da,%viy through YIPS is (311!r teXt box QllerV, change in facet L6i�,`ec 6n, c1rairga in randts v Quenos that can be ma�,'aanMy shaven to Ire generated-ria,maliciouz,intent,such as Denial of attacks,are not co led agamst the number of licensed queries. You may also,use the programs for non-production uses.includim�u,,,nclliinitedto N a., terest income and non interest income)before adjustlnevs in S I in Revenue: is defined as one miLion foi:expenses and tjorez generated by You daring 7.fiscal year. S,NIR,-i-,nu*Uud,,-r'kfqn.qgeme,nii: i defined as one millia 7,5. ollan in all income(interest income and non interest income) before ad1untments for erpens-es and taxes generated by Y during f.1021 year far the product lines for which the Pragranis are used. Record: The Customer Hub B'-B is a trundle that ludes two comporen Siebel!and ysal Customer Master B2B and Oracle Customer Data Hub. For thhe purposes of the C mer Hub B22B applican , recard,is defined a., the total nuniber GF Unique customer d=ibase records stored in the Custo r Hiro B-113 a.Wheanivri.(i.e., s red m a component of Cu:Aourer Hub B'B). A us'customer database recorcl is a unique busizie. entit-s,or compzzus-v record which i stored.as an account for the Siebel Universal Customer Master B2B product or as an,orgpization for the Oiacle Customer Data H product. The Customer Hub B-1C is a buni:lle t includes rwG component—Siebel,Universal C'u.a mer Master B2C and Oiacle Customer Data,Hub. For the Purposes of the C -Omer Hub B'Xapplic 3tLGn-1,recci7d is defined as the fo I number of unique,customer mex la t a be-A record-,stared in the Cus;tomey-Hi B 1C application(i.e- stored,in a,component of C usto Hub B I Q- A customer database record i-a,unique,consumer(i.e physical person)record,which is stored as a contact for the ebe.1 Universe!,Customer Master product or as a person For the acle Customer Data,Hub product. The Product Hub is a,b e,drat includes mo components, Siebel Universal Product Master and racle, Product In formatiGn Management Data Hub, or the pcmoo.ien of the Product Hub applicatio-yr,record is defined an the total\ber of muque product _ a cLatabase records star' i the Product Hub application(i.e..stored in a.component,of Proc�ucr Hub), Apyo C.tda.tab3:,TeYeco:rd"-a ,t.,� and unique product co orient orSK"'stored in the NEL-SYSTEM-ITEMS Table ii,ith an actrve or inactive status il does not include any instance L I te i.e.*-star items)at orgamzatior.assiggriments of the same item. For the s of the C�aseHubPragram.a record is the total number of unique c database records st in the Case P ... .. Huh,/Progx A case davaba.7e record is a unique,request or issue requiring investrigation or sen,,yce stated in,S—ICAStble with.an active Gy active-,tatun. " 3.fLuin. 'Rules cpme Defuntions u3r- -05"I'S US ENG Page\1I of 3 SERIAL 180233-RFP Fir rheput-PoBes of the Site Hub Program a record is defined 3.7,the total number of unique site database records stared in S of ogram. sae ci -d is a,unique ute(e,g..an asset,,.building.part of a buil TE,3 table e Site Hub Pi atabmse record s a.store or a,franchise within a store.an ATM,etc..')stared in the Site Hub Program. For the�grxm,listed 3.bcn-s please see the applil atiOn lic.eming preyaquisites as specified peeLfied in the Applications Lice g Table which may accessed at 011.1 for the grant and,i estric ti Gus of the uirdexlym g Ora,c I e technoloe c For the punpoae"If fd:ieOi-ic.i!eDzat,.Re,.atton.:Iiiplvf.anagementPropam,aiecordir de.finedas the uniquecczurren- afairybusinesz, yy.:�.J obje--t or master a,construct that You,choose to manage within the Progaua. Records,may describe arry , ber of eystetprise, information.assets.c; only referred to as base members.inc.:udmg but not limited to,cost centers,Vedger a -aunts.legai entities, orffaz=zatlous, product. -relrdGlrs. asset-.,:acattorys.regions or employees. Additiora2l','v.,a record may 31s be a. sumnian,object. commonly referred to as roliup member,t133T efther summarures base members or describe,-,haerarclii . mformatian.associated pith utrdeil,,rag base 7mem rs. Records represent unique occur2ences and they Cie not incZude any du cates or shared.references th_at may be essential for;areas, -data management purposes. N For the purposes of the Supplier 41cycle Nfanagement and Suppber Hub Programs,a record ir Supplier I or company record stored-,is SuppNgr in the AP SUPPLIERS table of the Supplier t0f,2 le Management and Supplier Hub Programr. Foa the purposes afthe LLfe`science r Cu!t4er Hub Program,a rep and is defined is the ber ofuniquecustomer datatra.-,e record, stored iasuch Program. A customer dafaba�c�-ecord is a unique physizi an(i.e.,phyr al person)record nrluchri stared,as a contact far the Cracle,Life Sciences C'u,,;tomer Hub Pr1N 10,00 Records: it defined a,, 1000-cleansed.aecoll-Ni.e.,rmq )t1lai are outpu , m a production data,floe,of the Data.Quality for Dka.Integrator Program. I Registered User: is defined as an individual authorized ba -ou to use rograms which are installed on a single sea cer or multiple saii-ers.regar-d:ess of whether the indilk-ideal is X.'IiTel4'UST, the Pr ,,sins at any given time, Regntexedi Users shall be business partners andiN customers and shalt not be Your eirn)a yees. Req Lie sts Per D-ay is defined as riwo hundred fiffi,t ii-�jrd requests tram xnidnigha to tine next midzigbt(e.g..a day)in the production svAems- Requests that ran be reasonably s nru t N,e generated vu,malicious intent, sti-li as Denial.of Seri-ire a Tt ack s,are not counted a Eat=T the number of linen re - e sts. N."o u y also use the Program for non-production uses,irc%uding but not Imuted to development,quaht,assurance.and y) forrm3nce testae- For the purposes of doe folkmang Program: ATG LL b Cormnerce.requests -the fiLU ATG pipeline at the ATG DimanyoHario],'er in the Serclet Pipeline triade by web bro iv-sers or , a we 1.)se rrice tar-in the Ppr -tio n sy7 te insi.inc;u ding,Tart not limited t 0:J S? page requests:_Ajax requests:REST wee rice le ests:-SOAP sen,-3 cerequest'i.we er,-i.-eca.L�sbva3.tii-e mobile,.pplicaiiors,each front end applications or other integrated es) nal Y7tems must be counted for the se of6eternimina:the number oPhc*nses required. For the purposes of the foLoviring Pro in:WebCemex Sites for Oracle ATG Web Commex .,requests to the production a7eKenter gmentS.JS "a requests.REST ser,-rc e requests, a ,Sites or production WebC'enter Site. ate�]ite Sen,-ex Program-for pax'or page fl Ee SO-AP service request-,or wely i , ce cahs lay browsers or external application M=Uat be co for thepitrpose of deteinu=g the number ofheense-1 required. For the purposes of the fa4, va1n.Program: Enzieca.Experience Manager request.,at the prodirsti ssemliler and Presentation .,'Pl,including but not I ted to:any page request for F_%peiience MZMEeil on%,single submitted quer`' 3:the Search.Engine(text, box queries,selection r changes in facet sele-ztioa).page requests Ly an application(e.g. ATG Web CG erne cia-e-n reque.1ts from,.x-eb browsers:, -eb service,calls by'native mobile application.,rich front end applications or other ante ated external-vntem, must be counted the purpose of determining the number ofhcenses required. RetaI HR, i / is defined as my de vice designed to record my part of a,sales transaction. egi s r: For p _p As of the Oracle Retail Xstcre Office,Program, the hcanse=d.quantity purcliased must at a nuarmum be equal t 01 greater than t number of Retail Register,on.-rkhicIr the Oracle Retail Xitore Point of Serkice PrGgram L_installed 321d'Or r-rrnnm X ,Z'iazise_Dedtndon&and FuOes_%-Oa 3 S-US-ENG Page 12 of\-, SERIAL 180233-RFP tail Store:is defined as a-ny location where t-wo or more people axe emploved to generate rerenue b selling goods and to t mers. Detail 'b rrele s Reviizer is defined ,s a.detached device that accesses the Piop-am. Examples oFiv-mele.as dedices inclu but are not han to, canners,RF dev-ace..PDAs. Revenue C'rn r; is defined as a Iogrcal reporting as config-med nithm a Location For er=.ample.a.restate-ant that/epsits reports and cdnfigm-ati eparate fi-om its bar and i.ts r•odm service vuould regomue i Revenue C enter acenses lone For the�.taluant. one for rlme boar and cme fo oam ser-rice)_ Ro:ettoiNet F'iartner erf.�ce F'r oce.se.� �FIFa =);: are defamed as business processes ses between tradingrs. Precdnfigured sa item�o stem 327,M- sed did oEs for the relevant E-Su me Suite 4,pph-anont are provided. ach preconfigured Pip includes a vusine.s documn t with the vocabulary and a burure ,process nath the choreogsaphv ofth age dialog. Rule Set, is defined as a data.Fd Nei file containing content for a given country-in order to perform,'quality,functions optimized for that Country. w Server: is defined as the computer omn r�vhich the Pmp-ims are i mmtalled. A Sexaver license claws You to rise the licernsird.Pirigram. on a single specified conapmuter. i t a � For the piuposes of Acme Packet Programs,,'AwSeomrer in a,aii-til en-,-ur nn eut iss def' , as a virt3 al mtmachme immma:ge. Ser,iice Order Line: is defined as the total muni�r of Seraice order ent-y Line,i ins processed by the Program during a 12 month period.. Multiple >era•tce order enn-v line item..ruay e entered a:part of an ip iv-rd.w,customer Aer vice order or quote. You may not ercceed the li ensed number-of Service 00rder Lire dotroitg any, 12 m,a li period unless YOU acquire addrtiona.l Service Or-der Line license.fiom Oracle. Aw 1.000 Site.; iL defined s one thou and unique sites added ;tlN ti-,4..ret created dnrnig a 12 month period Site added to Multi Site Quote are listed as records in fire Site Chasactensi Vi vv and the Fimlhng Group View of a Multi Site ate. A Site record i.ur-iquely defined by its Ser pace Account and Service t field . i single Site(as defined by its Sex ice Account and. Sex-vice Point fields Site)that is added to mr hple Multi-Site te' �e ate d during a 12;-month period.hall be only counted once- 'docket: is defined as a slot that houses a chip(or a.muln- p module)at contains a collection of one or more cores. Regardless of the nummsber of cores.each chip(or multi-chip:module' L3''count as a\g-�"eket. A l occupied sockets on 1Auc'z the Progam. is insta Eed and!or nmr.rvE mmau.st be licensed. Oracle polaris Premier Subscription for"won- racle Hoir,dsm-rire peru det5med as the right to use the Oracle Solar%Progr-arrm �,a defined.below) on.hardware not nufa trued b, or fdm and,to receive Ctaacle Premier Support for Open tmg System seivice {;Limited to the acle So ri: PS,og arn.). for the term ad, in the orderuag doctanment. `"Oracle Soh=Program refers to the l�racle Solar operating system and the separately lice , third pain tectu olcgk its defined below. The Oracle Solar. 1 rograms May, con m third party, tecliiol'ogy- Cmrac'se may px°}i de pertain notices to ietr in Prograarr. Ltocnmentatian `readme` files or floe st. Lotion detail:in connection avath snob third par techuo og r. Thud pamfir teohnolog.. will be licensed to l ou either under t tarsus of the agreement or if specified in the Progr rasa cume.ntation '-readne"filer.or t`ne mstallanon details,under seiDarate' erase terms k'separate terms-)and not under the terms oft agreement( Separately licensed `hu-dpartytecF,mology '). 'Your r` is to Use Such Separatel- Iicen-ed third lrar�r techn olia�a.y,tuadex th• epaarale terms are not restricted ran?=way by the azxeement� e Oracle So rusProgramssma}mt udeorbedistributed ithcertam - atel�nc-�aedcomponent; that are part 063273,SE( JS .SE } Java SE and all components associated oath it are license-dto�`ou der the teams ofthe Oracle Bmax-y Code License--^.,V menr for tie Java SE P1a.tfosm Product and not under the a ereeomment copyVthe r.cle Einar= :ode License Agreement for *Ja°ti a SE Platforan Products can be found :t orlciii Thin subscriptran r t car able only fora Server that is c,-.x-n led by Oracle and listed on the Hardware Compati1 ty List(HC"L)at MIX s E p You mu7t,obtain a ubscr ptron license for each vomet tin the sec ter. The mb_enpn term is effe-cnva upon the etfective date ofthe subscription ordering document.unless otheninse ta.ted in Your ordering dot went. If Your order as a placed through the Oracle Store,then tEe effective date is the date Your order s accepted vi,4r.tie. ,cle Premuer Support for Cipeoahng System seraces are provided under the applicable technical support olicies in ate t at e time the services are provided. At the e=d of the,pacified Term Youma,,;renew Your subscription rf av ailab .at the en c ant fees for th is subscripnon ense_Detinitic+ns and.Rrlle3_v S: '.? _CJS_El page 1 g of SERIAL 180233-RFP o,ur order pet rfies `I-4 socket ewer"then You mar-oxi_y use the subsniption an a sere~er with not more than 4 socl st . r o order "4 o-eket er ver"then You may use the subsonptEGn.for ervers ath any number of ocketsw tore "defined a.a g ancal:tca a loci-izan�a hich efL goats or sea dices that asttlu a one,Point-at- ale{P1'. ) r sterss. If ysical store 9oca .cnhas asultigle POS s fstevns,then each POS system must be counted as a Store. Stream; is de .ned as a concurrent backup o,restore�,ob to a tape,disk or cloud target. For tape target isuhich wo t be a physical tape dx' e(e.g 1Q�7 OD or LTa76)or a virtual tape drave),each configured tape drake aa"ithur the OaacSe Secur aclup domain must`s+e counted ft determining the n-uubex of'taceme;required, FaT cask targets,each concurrent job define per Lh-acle Secure Backup au:3c pool milt be counted for de,tecanni ang the number cflac;en es required. For C!oud based tax a utrtoaing the Oracle Secnx e}Iackup CIousd odule,each paraSel Reem-ery Manager channel must be counted for de the nuulbec Of licenses rewired. 5ub-:crn1oer; is defined a (al ,aN•orkmg telephone number for all n7irehnne devices;tb)a portIble h, dset or paging de•ace that has been activated b, t'ou,for a welt;cauzuusicatvov axil gaffe ct a ee rdennal dsog or a namsresi�tial des'ce ea�i,c b r a.cable provaden.or{d)a connected u b ity ate•. The tohl n�u be of``iula o l et s is equal to the a _relate of all types of aaubscaibers. If Your rvn anre..s a t defined iu flmmlar�°definition of"suUa ra;Uer above,Su ka Us+cniUer's daaed a:each U.S. 1,f1'IMiJ'aacxeme¢ut of Your goons annual revenue a.,repo'. Ito the SEC an Your annual reg Dr^t or the equasalety?mccounrtmg or�mporttn g document, a�a pit Suites; is defined as all the functional soltkt e components described in produc.td t�uavrentation. ��e Sun a II)et ace; is Befit ed a a the Sun l'aa vas nagsrtex on which the Pro gram is, mg,. Syste= is defined as a single configura.ticvn ewriyo� nt Tent,production, nd development configurations are constdered three separate systems that must each'ae ati ensed. Tape Drive: is defined as mechanical devices used to sec", 'ally writ read and restore data.f-onn magnetic tape media. Typical:,,, used_but not matted to data protection and archival purpts: s. ta axe deployed either as a standalone unit( ) or housed v6th n a robotic tape library. Examples of tape drip,a rv_ltude b e not liivi.ted to.Linear Tape Open(LTO),Digual Linear Tape (DLT) Advanced Intelligent Type (AM.Quzuter-Inch C:attr'a ' IQ) Digital Audio Tape(DAT) and Smm Helical Scan. For cloud based backups.Orac'e counts each paxa'_lel stream cr R oa ea Manager CF-M.82 chomnel,as equivalevt to a tape chive.. r Tape Library S to t' is defined as•phruca_slot location�ithin a tape 1 rary where each slot accepts a:single tape cartridge. Tech'ival Support For purposes of the ordering document..to-hnaca pport consists of annual t; cal suppca-t ser-ices;You may ha-ce ordered for she Programs. Ifordered.,annual technical suppo (m-luding arstyeaxanc all nub luent eana)is prc�adedundex ter c:e'w sec caS support poltcaes in effect at the tame the sena•a s arse prodded. The technical supp-t polities,incorptrxated in this agreement are suo;ect to change at t h ache';discretion;ho s er.tea at le pclic"change sail!'not re Lt'ir a material aductiors in level.e1 of sea w�ce a prosaded for supported Program. during a period for sszich fees for technical suppo�have been paid.. You should re=ieur the policies prior to entering into the or ` ;document for the apphic able sexsa.ces. You may avoers the can::rent version of the tezhrric 31 support policies at..._E.,. Technical support is effective up a the effect a e date of the ordering dnc'uaent urlesv of 'wise s, ted m Your order. If�'our order ss"as placed through the OracV Store,,the effective date',the date Your order was accepted by Gra . Software Update License Support(or any successor technical'support offering to Soffi,a"axe Updare Li 5.Support-".SULS-) acquina d with Your and may be Teresa=ed arnuallr and.aft"an renew SULS for the saves nuuUer of'icense fox the same Prtrgrams:., for the fvst and deco renewal ears the tee fors SL�LS,swill rot increase t?r more than '-b over Elie prior =ea a fees. If Your order is EEa/f�ed by a nne ber of U�ra,cle's partner Prograty,the fee for;SULLS for the Est reneivad 1reax v.ill be the pro quoted to You by 1'our partner,:t ee IbT SU'LS,for the se:cord renewa 3 year 3rall not increase by mtrre than 4 o over the prior year �fees... a If You dez", to,purchase techical support for any GHcense within a Loex e set.,You axe xecnured to pur-chase t 11'Sxgport at the same .:el for licenses rvuh.F tlrsa.t license set You ma y desupport a subset of licenses in a li erase k"if 1, u agree to texvavva that vubaetaf'la en es. The techsc?i vr'pport,fees for the remaming licenses will be priced in a.cordanoe with.the -hrucal supp t policies in effect at the time of terrmination. Onaele`s :ace me set deanation is available in the current technical ° part rcense_De1!tn ions ma d FxCes_s-053.26_Ut}_EN& page 14 of flk SERIAL 180233-RFP olicies, If You decide nit to purchase technical support,You MIN,not update anv unsupported Pyagnm licenses urith neTv versto 0 e Pyogram. Telep, rue Number: is defined as each unique te3ephoue number for which the billing,information is Managed oy disp"'I_ U:in g the PIG rxa.regardless of the nunibex of mdrvidwal a.count hGlde.T-asi&riated%Nrith such te.Iephoue numbers. Terabyte: is\'efined as a terabyte afcomp,ter storage space used by a storage ffiex equal to erne trillion bytes, `T "a a"-"n' defined SB in,TotnlA�s is defined as one billion T-T.S,doLars of Your latest published or internallh,an-ailaile, 'T I Asset Value" as _G � report disclosed in Your u3l report and.4,or regulkitory EUIES. b 'the P" Trainee: Is defined as a employee,contractor-student or'other pers,013,IN-110 is being recoriled bV the/Pl' -=. Triusq�cdow� is defined as set of interactiow that is initiated by an Vphcation user recorded b, racle Ente-ij*se Manager to capture availability and peafda nce metric,used in calculating ser6ce levels. For example,the,f owing set of inteyacti,Gns would represent one,trans; arch cwAomer,1(og out. Tr,tusartion.Service:c'b'e,n.t: tsde' dar�a.de.ia.-ethatisii�,edta,receilleditafi,,n,,next, alsource to record a sales transaction�h c"L (e.g.,a devEce in a cadre shop that i�stw h#bit cuawmers to enter their,andvvic ulnplexmg hax dviwaxe or soffimare(e.g.,, a TP neon sitar or aweb neriver pioduct;i:L., d,this number anttst be,measwed at the mul plexing front ead, %, In,'S�un Fou the puipases of the Oracle Hospitality Sun ny,Tmasaction Services Program—A/4",ices tnat are used,to send propett, or re,�enne y u, "'b ak4 center configttration to an external'Aluce mustb. auntad as Tram',actiorrSev,ceVe'lients. Forer mple.�if, ilgi want- to display menu item information e"g p b,,name,el-.)on a menu b 'Lird be d the counter and'the menu,board system requests thit a device pro%a6es a list of the me, ate and prices that aye a ble,fnr piu chaL e.than that de.,ice mm t be I ic e=e d as Transaction Ssrvtces Chent. UPK D n-elzper: is defined as an Lndi-6fii-u3l aullaomedby 71 to us Programs which,are Installedon a single sen er or multiple server:;,regardless of whether the mdrvidual is acri,;,-ely using t ararn-at any given bane. T-TPK Developers mz3,create,modit%, view andmtera-nwith iunulatiGn,and ciczUM- entatE I on. UPKNI-odule: I-,defined as the fanctiomil software courpo nt desc elm thepxoduct documentation. % Videol'Vrapper: LS define-d as a,standardized contai t act S 3 system for iidec,assets in tilledper site, Ex-inaples of video vvrapper format:include GXT.N0,TE OPIA,AI ckfi.and L'N� Wireless handset: is defined as a mobile co cations device-such as a e telephone,PDA,or paging device.,that has as orimar-'r ffinctmns wrinle-z's voice commmucatt -,and data ser.,-ices,,ormaded throu a sen-ice prm-i43ea. ng a.,Workstation: is defined as the M client GG cater fTO WIUChl de Programs are bei%e sed.regardless of awhere the Program I-, installed. N, Term DesiEnation 1,:,3. 4,5 Year Terms: A P gram license specifi:ME 3. 1. -1 3,4 oy J Year Term shall Comm6nce,on the effectrve dzue,of the �e shall term order and.sliza H- continue for period. At the end of gpr the specified period the Proaro lice mate. cpm e_Deduitions and Fx1e3-i-05 3,7 26-15S-ENG Page 15 of 2, SERIAL 180233-RFP lacensing Rules for Or acleTeelmolom-Programsq.thil Grach-Busithess IntelfigenceApp1cations that fb]lOj'C_L e for ahrhs��Lst n List, Fa`ex Su1iject to the conditions below.Your licens r the Prop ed an the I;SOrac'eTe hnnIopP WIU%LC Mail be accessed at g the riEht to nain ths ' eased P "i", :'.En2j'� ------------------- rogra (s)on an unlacernAd spare computer in a failover-environment for up.to a,ratzu"of ten separate days in any giv caserhilaz {ear(for right only a lies when a number of machine:,axe,MMEeci uh a,cluster and share one disk arrzi,. When the,prhmar'v ode fails"the fa,lon-e,node Cts as the prmhah-y node. Once the prinuirynode is repined.You Must sliatch back to the piinsz .. de. On.cethe is - vs. the failover node, nxiist be '.1,icemsed. In addition. Only one failover ode p fa,Lperiod ded ten (La tei s ex e gel C= ned envir-or-memt is at charge Ef or up to ten separate day s ei-en ifurultiple nodes are configgareci as fal"Gi-Sr. Dow for maintenance phupcsen count tovvIlk"s the ten separate day-Hmitatior. Wlherh Licensing options on a.faLover envuor-ment e opwnm must match the number of licenses f the 3sio-ma ted database. A dditionally.wvhehr licens-Lng by Named Usex Pi'lul's.,the , x nunrusirms are waived t on one failover 1'. -anted in �- ction, -ad sepa" In a f3ilovex etivi3ownent.ode.3\Z' the right p this s— must be licens ,e licenLemeta L mu. be used for the pyoduction.and failover nodes when licensing a,gwen.c!' Texe-d configur the sane U ation- Testin-V For the puhpo e of rphise Edition,Standard Edition or Standard Edincm m times,net exceeding 2 day Per testing.in anY n en wrely method -such a_ Per testing.in a . g lemote,marrwing-whaxe,the 0 You are respousible for enstir xia: • Oracle Database Standard Edition 2 may 0 ybelicensedonsen ers that 'When used writhOraule Real Apphcation Clusters,Ora le xb.b,a.-,eStin4,LirdEcdhithion y oul,.v be licensed on a,maximinn of 2 one-socket oninlrour Oracle lic me agreement to the ccrhtrav�,. each Oracle D-anbase Standard Edition 2 database may use za mayinium f 16,CPU tlahead- at air,, time. 'a-hen used ia.i.rlr Gracle Re,..,,Application ClurterL.each Oracle Database Standard Edition I base may irs a malslimUMI of 8 CPU threads per in--tance,at am-Y tune. If I ou purchase Named�sex Plus(N UP)licenses.,You st mans a,immmum of I 0'�7'1:P per setxer. • If you are licensing the Oracle database Program.yGuirra, not use or penhut reverse engineering(un e s iequired bey lawfor disassembly or decompLIation Of data for included in or produced by that Program,the foregoing includes 1.pyohibit'011 On reverse engineering Of code,.data, tuxes.fKe formats or memory format.included in w produced by that Pro ga:am or use of any tools or-products that lsave, ee n ved from the he-t-erne engmA—eriniz of that Pro ga-a In or those ,data forumt-_ • Exidan.Dat,,ba.7e Im�-1,Iemor,may o y be used on _adan.D.-Itabl� Machines and Gracle,Superclusters. • Exadata MIultitemant may oniv.be usd on Exada tabase'Machine's "..0:2"Cle Supeyc.uster-,. • W eblo g "'ie lklel)Logrc Sel-L'er tenrg pc Serce2 Standard Editicvn d not' 0 e' o• Buune7s Intelligence Standard Edition n Cluec. on y be Licensed on senaxrs '2 The data sources for BI Server and BI Pula'-.heT axe lunited to,the included d -a.-le Standard Edition t rue,one other database, 'LS. You L'Mxv u 0 'a' h and ariv number of flat file sources such -1 C'SV and X sA I'e ,�131dell ouse BuLder Core F_TL to pull,data x number ofclaha,source.-but � u must use on1v the included Ora, F thou.One,as the target database. &UM az', S": • Infoamiartica,Pa-werCenter and Power nue-t Adapters may not be used on a standal e basis ar as a sTind3lone ETL tool. The Irl,ormatica.Powet-Center and Po, 'onnec.tAdapteys may be used with any data so ce PrOlide'd th*t3lEet(S) are (i,)the Oia,le Business Inteigence ap -3tOns Pr-o p,,m-- (excluding Hiperran I Per nuance Manageme nt AppLcatiorn), (ii)the underlying pla f.�:-o r chthe CracleBusmes Inte-gence Exlehded Editon Ribfam Orac.e Barnes Intelligence Standard Edition One or as. crated components of those Burins huelhEeasce apphca'tiGm I agra= rrm.Gy(iii) 3, staging databme For any of the going. Informatica,Power-Center and PowerC.cunect :Adapter Mk. V Is.be,used where the Oracle n i_��3�� Business Intelligence licar o=Programs (exuding Hyperion Entexpai.se Pexformanc E pplicatiorr) are the ,hi c�l Business - are the target,pro%ided-that us �V do not use,Infibruhatica, source and non-Oran s Intelligence application PrGEratirs PGwexC enter and P qn-Connect adapter s to tramform the dslt3.. • Wrth respect to T lava SF Ad-anted and JMX3 SE -Suite Progams,You urty not isreate,modify,or chaE the behavior of or authorize Yo, ne.Ts to create.-modifY_ or change the behall-102 of, classes,, interface,, or subpacI3.EeS t t are In any Way identified T.-,"3:Va". "sun"or"rracle:' crairiv-C31`iauDn of the aforementioned namung conventions. T installation and 3u to-updat processes for the Programs trans-nut a limited amount of data to Oracle (or tit, ser.,i.ce plo%i albout those specific rrace,ses to help Gracle understand and optLtihize them. Oracle does not associate the ditt¢with persomll a Ldeturfia.13le anfor Sion. You can find more infirrmaton about the data Oracle collects at Addinonopyhi ght ----------------------- applic� hr..'.:. �:.C oD�" 11,1 C non sardlisenseterms able to portions of the Programs are set forth at : .. ................. ------- eas e_Dedintions ands FxCes-i-05 3.2 7 6-US-EN& Page 16 of SERIAL 180233-RFP Programs thM contain"for Oracle npphcatrons"in the Program name are arrrited use Programs. These limited we Progra oe d pith"eligible Oracle application Programs that contain.t Eo�`�o�ng prey to the Program mime: C7 e ion, OTacle, Connnunicatrons*. Oracle Documaker, Ira le Eu ca Oracle I{:nr�aleti , oracle Media, Oracle tail Or Enterp i e Taxation*,Oracle Tax.,Oracle Utilities*.03 acle Finar,em"Services*.Gr- le FLEXCLBE Oran a v eleus,, Or:acllanta Oracle Healthcane�,CJracleieaith-Scaer a Crxac:'e rngns.Oracle Legal t}ra.cle In rnance C3ra;cle rrrna,era, Chicle prtalit;8;.Crra cJe Rr,and CM a le Relate. For tho e prefixe designated abo,e as tth a"*'not all Pr ogr a r.th tl at prefix are .Bible for use"vith the "For Oracle.-applications" limited rase Programs, Far a.hit oT excluded P ograms please revieua, the - lic:ations Leven srg Table, aaehich mas> ae acce ed at €._ Nor =andsne anything .N I 4 I.....; Pk1 abc ve.Oracle pines:Intelheemce Suite E•fiended Edition for OsacPe `ppsrcatiom-may only be used spa :'elierole-'Ouzzle appLLcation Progr, that rataln 'Ch iota Fusion I3uman C apital danagenuent as a.pxef in tLe ProgsA name pr sided that the Crraele Fusiontp Capital Mani Bement Pro grams are the only Programs configured to run a east the database instance Oracle Business Ince -Suite Foundation Edition. for Ora. le .Applications maA, also be use iadth the Crracie PrrdnetIn.formation'�lar-a. Ana aptics,Fusion Edition,Oracle Customer Data A,Lauagement Analv-tr ',Fusion edition and Crracle Product LifecycleAnalyti .-Programs OFacle.Bu�xs Intethfence Saute Foundation Editioan�C 21.Apph.a.tten may also be used with the fmlloaaeng, roams pro,.ided drat the ir,ac�eFusron Appacatious are the, orgy data .source, CJra e Sales Analytics.Fnston Edition: Car le Pmtner Analyti ,Fusion Edition;Oracle Supply C°hai ,A nd 6rder Management "Analp�tsc : ClracleTirraucral.rrtialytres,Frrsu Edition:ChaclePrrocuur°ementand,Spend.4inalytic.s,,Fur %Edition;Oracle,FllumrarrResource', Anal krc;..Fusion Edrttorr arad t,�i PTsyert Anallattc . for Caraclie Applications" by ether Oracle apphcationz or dur•d,Dkrti'applications is not pen tied. Oracle BPEL Proce.A Manacem Ctplioi" for Or acle Apph Cations may be lased a to enable bininess prose^.es, %vorMcrmr a interaction and approa als within ehgibl�irnacle Apphcatron.. Warhflouar ant cations between eligible Oracle Applkatioru. and,otter Cbacle Applications or third pa a.ppGli ations are ahcrwed as ton s tlie)L,are enabied"m tinted utthn the ehgable "h•acle Appication Bu ane Proce es de ed m EPEL are allowed as�o g as at least One of the enrcesinvoked ficur ra-ithrn the Bminess Process access an e iaibble �cle Apphcati.on either 4,1 ely(via'Neb Sera-ices)or via,an adapter. Oracle,Business Intelligence Suite Foundation.Ed an for Oracle 1111 cations may be used only to perform quer7e,report and analymii against a transaction database. data an a. house e or an sbase CJLAP cube if: r) the transaction database is an eligible Oracle Applications transaction database rt:elt r an extra p ion.in whole or in part.of an eLE ble Gracle Applications transaction database.without tran.sforwation(,query,repo ing. �naly is a amst ban action database that is not an eligible Oracle App'-ications trans,actioon database requires a full.use" rase of Ch-acle Business Intelligence Suite Foundation Edition)-; or irl the data warehouse is a pre-pack-aped eirpble 4311cle ` 'iications datawarehouse.with any exx tomiza.tious necessary to reflect curtomizations amide in the eliplale CBrac e Appliic rid restricted or]y to the elitno e Oracle '4 pplicatmu oua ce,s (query,reporting and anah-us agamsit exAemmns to theata ware ase drataz from source sy-tenses not supported by the pre- packaged data,warehouse-, require a f use li c e of Chace Bu Rs., Inteilgence Suite Foundation Edntron): or (iLi) the thulensEons of each. Essbase,OLAP Cube aresaurc .fiarn eligible Or. le ipph:at op ■ a le Ml'ebLogsc Surae for t7r a cle App�rca€io y be used oulw as an bedded runtime for eligible Crrac le Applications or to deploy custo=ations to an eligible t h:a" Application. the Web Erc elobal data ourre or one of the mebLopc applscatiou datasource,unrest be conf Barred acre:i the ,chen3.t of an eligib Crxaclle.Application. ■ Da.ta Integrator Enterprise Edition.fox Crra, e Applications ma,,only be used rr' the Oracle supplied data integration job-,and customization of the supplied jabs is all �ed. For the xv mdance of doubt.exan p of uses that are not peruutted include,but are net limited to..the follmir .g: ad . new jobs that support different application, new, schema.,or prevLously unsupported application modr es. « Ch-acle SOA Suite for Oracle.Ap icanons may be used only to enable integratian,.bus ss processes.%vorkf-'ow intern c:ti us and approvals within eligible cle Applicati,rns. V'or}tflow interactrom between eli6ble r c:e Applicaticiris and other non- eligible Oracle ppacations r thud p.arcty appeicatiar are allowed a,long as they are exit a initiated,rr tezntivate- santhin eligible Oracle_Applicatio Usa>ae of SOA composite (nc@uding but°not snorted to Rules,I Ie ' tor,.3 SLT tram-,form-,BPEL, processes.Sparing comp nts.lVorkfloaa•ser vices and.CJ°WSM security policie )is onTIG ed as Ions sat easx one ofthe sea z.es ina•oked from aarithin e h composite accesses an eliggible Cara cJe.Application either nzti%eli i,-ia wTu'e r -Eces(or via an adapter and the invocation ar arrt of a.flow that as either enitiated oT tearninrated rsathin eli gable CJra cle, pp AppLi cats s. Oracle Service Bus (CJSB)usage is a ,sired as tong as each el-,ice deployed accesses an e igible Oracle Application ei r natrvel, (via: Web ea ices)or vie. n adapter. t Oracle Web-' nter Portal for Oracle -Applicat<om may he used or—1 to sm£ace eligible Oracle Applican ''s) and custom app'`icatics (collectively, 'esgible a.ppucation Y. -Surfacing anti third-part applications, including other a alications from CJ1 c1e,r unres a liven a for Ch iota 4'ebC enter Portal. Multiple eligible application urea be surfaced in a drnnte rtal anstazc:e provid that a �A`ebC enter Portal for Oracle applications license exists for each eligible applicarion surfaced m he portal. We. enter Portal for Oracle Appscatiom may be used to integrate the various WeKeuter enice le g.. xadLrs a gs,;and ussaons' into an application context. as well as to build out custom vrork0ows and notifications betuaAeen the 'Bible �pplication and aan'ebC~enter Portal cemponent-. The content management faatm-es of the Oracle WebCentex Portal for D -le t,cense_Dednitions uud Fu1es_a-053.26_US_ENG page 17 o°"y SERIAL 180233-RFP -°Tlications Program may be used to store and inanage documents creaked outside of the eligible application provided that s, docbprents are related to the eligrbae applic ation or to the application context • Ora-zi' WebC enter Imaginng for Oracle r-ppLiczations maybe u ed to create and mo:tfy mia grog searches,to modit�,pie p aged imaging,applicanon document tapes,and to creaks and.modify iur mapping to»imaging applsc�nons Oi sae k,�rCenter Imagine t�x Oracle Applications, anal^ also,be used to an,ok:e sues, service application progxaan�ng intesd°a.�e. (-, I _l firm. Oracle A pp� awn work flows.. F license for 'ebC enter Imaging for Oracle Application-is required to define - document types for the agementofinuages untelaked to a pre-packa?ed Oracle x 3placatioms in egra.ton to deA„slop cn-'aMWG3:1-flGV%S, and to invoke A s from custonn workflows or custom app",icatian integratnoms. • Oracle Identitx an- ocess 2vianagement Suite Plus for Or acle-Applications may be used oLv to perform. soc a.ted actions for n e v Of and WitLtin t e3i�phle Oracle Applications. The Pro-ante may be used to do the fcll'G in.e: t' add.,delete modi y. and nsanage user idea es and roles in the eJgible 0rac'e Apphsatncn (2)provide web access arras Bement andsingle sign- tan into eligible Oracle_ l.icatton: 3)pros ode data storage oa� ruralization to oat storage of user 3ennnes and user identity related m.fostw.ation oa an' TiCatton and authorization poircies for eligble Oracle Applacat on. 4F pro=,ade federated single ,gm-on to eligible Oracle Ap ications. • Oracle Coherence Enterprise 'tion for Oracle Applicattous may only be urAd vra hm the la�a= :me a Virtual Machine as the eligible Oracle Application comp rats. • Or a�cle Gols anGa to for Oracle App F�""m may only be used with tire Ora^e suppiied ittepatio l obis. C ustamization.of the Oracle supplied integration solos is a. aced if necessitated b.� (i) cttstomriazations, of�re source applications oi, of the kaxpt application or(ii)for performance n IIg of the CroldenGate canfigurzt on.. Orac: ' Is enGate for O ade Appacatious may not be used,(a1 for data nkplicarion to non %acl�e database os(u)iav other Oracle canons,of(m)by third party applications. tot any tgpe of data,urbegaation or r akcabon uzpo e:. For the,a�uao.,kassce of slid example,of other mes&at.are not pernutted. ;include,.but are not Hin.ited to.the fol asving i lnca.ting data to tiost Oraclo-e tabase,(including Iw1yt517La,adding tie , source or target schemas,,adding unsapported apphcati4,nsulQes to sousce ore tar . t schemas,supporting other replication topologies to g..act+,re-aativ or multi-tester)ors adder anpt�a not supplied by c.e. • The license £ors the Hyperion Planning Pius Pro includes include, a 1" 11 use license fors the Chacle Et,sbase Plus. Hyperion. Financial ls',.epoiting and H perion % eb Analysis Pro -am. Sucl 'ted.use license means that the Oracle E,_,sba.e Plus, Hyperion Financial Reporting and Hypenon Web al rrs Pro nas may only be used to access data fix,m the Hyperion Pramuing Plus Program. The Ora,re Data Integrator for Cyr c e 'n ones_ Intelligence Program maybe used to load data from any data source proiided that the target database is she Hyperi Planrine Plan,Program. Specifically,the Oracle Es base Plus:, Progzain cannot be used to create E-base cubes that do no, o m data.used by the Hyperion Planning Place Program and the Aggregate:Storage option component of'the Oracle E ;ba Plus -Ggrorm mat not be used. • The ricer a for the NH-spenon Profitab itv and C o t a . Bement Pr include a.limited use li emae for the Oracle E b,ase Plus, Hyperion Financial Reporting,H-peiaon L�eIr r and Cat e Data Integrator for Business nnrsIntelligence Pro� . Such limited use lice-ma mean,-thaT the Ora=cle Ecs' le Plus,Hsperton F anc al Repcutine Hyperion Web�a'y�ui,andOtacls Data Integrator for Business Intelligence Pro pa may on4 from y Le used to a ems data thelivperion Profitability and Cost Is sanagement Progam. Specifics f,f,the Oi acl .ira se Plus.Program cannot e used to create E,base cube's fat do not contain data used byr the Hypermir Profitability an ort],far apamemt Program a:nc -'aggregate Storage Option component of the Oracle Es•base Plus Program may not be •ed. If You purchase."*a:rned User Plus hce•,sec for the Programs listed below,-, $+ou in t maintain '; Named Users PYare per Processor: ■ Oracle Database E:nterptis, dition * voS L 1}atab;a.e Ewe se Edition ■ Tilues Ten hr-Memca atabase ■ Rdb,Entetpri: Edi`Ors * Data hate-ato- cater rise Edition GoldenGate ■ GoldenG fo:Nou Dracle Database • Golden ate for Mamfi-arne • Gold Crate Venda a ■ GO, enGate for Teradata Replic:atmi Services ■ 1denGate for Big Data * - IdenGaae Foundation;Suite 0171, Data Integrator Enterprise Edition for Oiac=e Applications mse_Dedaitions u d F;stles_a-05_.26_US_ENG page 13 of µ SERIAL 180233-RFP ■ GGIdenG ate for Crrac e Applic:aticns Endeca Discover•F oundatian idr Oracle_4ipplica.tions � If You pt4rcluase Namd I'.er Plus lirensts for tb,-Progrmmi listed beloix,You must maintain 10 Named>•_-:ers ltrs per Prances evr; ■ labia S— 'dvan ed ;;au:a SE, 'te * lti'ebLagic. ;rater Standard Editian * WebLogic Sei r Enterpnde Editiom WebLogic Suite ■ lWeb Tien Coheiience Ssandimi Lion One CLhae-�erceEnfea,ii;e ticn w C ntuea.ence Grid Editim ■ TapLml and..4i.pplication D e opment Frameavwln + ClaFr ,Seer Intem"net Apphcation Sex,�ei Stan rd EditicO Inteimet A plimrataon,Sed,•�e¢Ente,aT ^e Editiona + API Gateway BPEL Process lvlanapr WeUo,gic Integma,nrrn Service,Registry Enter�uise Iyw_�rasi3cit�,� �"� �� Fcsianr and Fepoits a a ■ Managed FLe Tran ffer ■ Tuieedo * Erent Prcoessing ' SO.'-- Suite fcrNou Oracle�,,Lddleware ■ :mfied.Birsiness orore-s Management Suite foT-NIGIVOracie a,,lAdlewaxe Busmevi Prccesn a Tang mient S,tandasd Edition -Application_adapter- Crracde E-B smesm Suite-4Adapter ■ lntegratLom,-4adapter fcrr&ALP R,3 * Integration.Adapter for JD Edwardu'NO d Integaticn ndapter for Siebel a ■ Cloud Acimpters t I32H for FaaetuiNet B23 for EDI HeaitEe are Adapter + S2F fbi ebXIML WebCenten Suite Plus + ttvebCentei Portal ■ VVebC.enter Corteo * WebCenter Sites * WebCentes Si .Satel'lite Seri er six"v'ebC"antes rl r^aa1 Courent Manam_?ement ■ 1TebCen Imaging. ■ � `ebC`e i6l"nL Ptiecpgrytan ■ 1Vt-b ntex Enteirortse Capnrre, tv' Centex Distributed Capture * ebCenter 11.al-Tune C'ollab�raticn * kE'ebCentas Site;l�fobe Cr}tion Enterprise Identit,Services Smite /11.e_DedaitionsmidRtGe_a-0� . 1,8_CdS_ENfs Page 14 of SERIAL 180233-RFP \Idenkit� Crar,-er,Lance Susie Z" $uI nagenlent,Suite Plus atitlement;S,ervex ■ itleurents Server Security Module ■ Beim-%Enterp i e l o'_aboratiou Seraer *The Nam:�eUser Plus 1,firurrri,,, does not apply if the Program is installed on a one-proce ssor anachrne t of Grins for a maximum of ol,\uner Per Prop-am. • If You purcha e Na` ed User Plus licenses fox the Chrac:te Datalrase Personal Edition Progra:nt You may d°nly have a Maximum ofone'_tia!nxed�aer per database. • If You purchase Nanred L x P u licenses for the Business InteL'I gence Standaxd Edition One Pr _-_ran4 You may only ha�,re a xrxmuun number of frftw ed User Plus lien es. You axe ne pan able for eu me tapiliance with the Technology Asssocuated Prog r•amN71 hi rg Table uu^hich may tae accessed Licensing Ruler for Applications � You are responsible for ensuring- comspta ue math the apptxcatnom hreu~tsu g��er a.;�,requisites specified in the lApplicanow, Licensing Table,which may be arce;eda�sz.-: O t t"'Agµ Licen;=iva,Rule:for xi1 AraPlicmtious The On:a.cle:ATG Web Comnxerce Business Inteflr erice Proga:am and e Oracle APG+7F,'eb C'ornmer e Bmiriess Intelligence �dm s atc?r Pro ann n?,„only beta,: d in em tunc. n utith e azi t ra.cle._'TG Web C'oanznerce Program and"or the Oracle ,ATC:sv'l'eb Kilo =ledge Manager Pxoeram. You any,h cure er,erg I Your data anode:to include rather inforination provided the additional infoxaxxatinn supplement.information n ah ady in .uded in the Oracle eATG Web Commerce Program or in the OTI-le;ATG Knowledge Manager Program. The Copros BI Consumer Bundle is included in the OT3 .ATG Web Couunesce Bmines; Intelli?emce Pxou xu and i- comprised of(a)one(1)reporting engine fen anon aMOUL 1 R s consr ting cfno more than two(")processors and four(4) total core- (b}urlrn ited anonymous reporniewex seat one(l)Named BI 4x'eb'',dnnn tra to meat license and one ll,,tuned BI Professional Report�'L uthor seat lice Anti addrtxo I seat licenses must be licensed separ atei, by purchase of Oracle:A T G Web,Commerce BI=-".dnurustrator seat rcemes at an a.ddi ` nal cost and are not included in any enterprise-aide or una ar license. Licensing Rules for DIVA ProEranms c e DIVA er Sub;ect to the conditions that fa to elc . nbu license for the fall r n c " DID':Axthiue Islanager. Oracle DIL Ar hise Acrd Connectivity, Grade DIVArchii Application Filtenng, Oxac:e IIn.4—rc.hi-Ae Stoxage,Plan Manager Oracle Dn Archil Export"Import,.and Oracle DR..A-chive, ouaatic Data NIugranonj inclunes the n4ht to run the licensed Progj an 1,Sl on an �' cene-d spare couputel-in a,fax.o,er emixor-men inr up to a total of ten separ-ate days in any given calendar year("fir exampne cif a tailover node is down for mo hours on Tuesday d three hoes or-Faudair.it counts as tsaro da w n. The abo re right only ap ses whena number of machines are conre—ted to the disk c he ox tape library i.e..the machines are not in a clustered emx-iroune and the machines share a disk axrarr cr tape labial-v- When prunary mode fails,the fxda',-er node ans as the prinxaxy node. ce the pr u.v ode rs reparea. You must s-nit h back to the al-a node Once the£ai4o'v period has exceeded ten daW . the fatloarei node must be licensed. Domartime for maintenance pur uses counts tons-rd,the ten separate days linxita.tion. _" y use beyond the right granted in this section must be licensed separates v. 0 Licensing Rules for Edwards Applicojtions The Foundano roeram contains the deTc,-IGpment fcumdation a n,,uonmentlto-ollsnt: Youunderstandand, knowledge that any scffi-vaxe Pro -am de,eloped auith the funuctrouxlita of the development foundation environmenCtooll;it is s bject to the ter= and condi as a this agreement. You will defend and rnrenxnify Oracle again t any claim by turd pal es for damages inciu .,mathout lunitation. reasonable legal fee arising out o£any computer Pxoex mM generated by Y utilizing the den ea ment tool, included rn the Prow air:.. ORACLE DISCL -IS 341TV WARRANTY THAT THE D, OPME`,N"T iOq;VLS JINCLL.tDED nl' THE PROGR-A-CIS WILL GENERATE COMPUTER PRGGR'_'VIS Yl TEE C "FACT=STIC:S OR SPECI-tIC.ATIONIS DESIRED BY YO1; OR TFL T SLCH: GENT-FATED CON T-7 EER OGR'NvfS lx U_L BE ERROR FREE. cense_Defmtions uui'FxCes_a-053.26_CdS_ENG Pave_N of SERIAL 180233-RFP ticeiu:ingRules for Oracle E-Bu mre s SuitgAptplicatran Please be adiased drat only a subset of the products, rrciuded on an npphc:aeons NLS Supplement is-dim Pact: haare b n. tan fated. Far emstrmg supported cu tomer M Oracle Support has information on.which prodm *r t,hae been translate for h du, ted language (.. ...,:. For new or un upported cuwtaiuers,please contact Your r lJr atle '�count 'sla*qer for this mfGrm--nom. * The o� n-Acna-ity Hula B2B is oil,=available with the Siebel Customer';'m-ersa➢Master component of the C7,omer Hub 323 Pro am. 4 • The option field S-er;ice Hub B2B is s>x ae aiaLle vrnth the Siegel C:ustormea mi ersal Master cotupomemt�f the C'irstonier Iiub B2B Pao ain. The option"Mar the Hub B2B rs only ati•a lalale wzth the Siebet C'u tomer Universal Nfastei7 component f the Customer Hula B2B Prograan. 11 - Tire tiption Sale-a Hir- B2B i tan y avail able with the 5iebea Customer Universal component rise t"uxtoniez Hub BBB Pro:-ram. • The option Ser ize Hub aB vs only auarlable with the Siebel Customaer L niversal Nfisier.om gent ofthe Customer Hub B 2"B Program.. • The option Aettvit, Hail Bl 's only available with the Siebel Cu:tromroea Universal Mas component of the Customer Hub 32C Pro aan. • The option Field cr.errice Hub Bkgs oarly avai aible with the:Sie:bel Customer U niwaI/l Nfaster component of the Custom x Haab B?C Program. sa • The pt o n Marleting Hub B2C only"lva,ila P 'nat the,Srekre.t C!n tc-user T mnmA:a3 a4 rtaytm a;component of t]xe C;ttwtoaaaem FfiaS 32C Przmgiam • The option Ptm.-act"Managetmr-_nt Potucy Hie\,, 2,C iu otaly"ra„zdable ix7th the etael Crxstavner :ni er ,al ^lasses.nmrupement of the C"ustones Hub B aC Program, "m, • The option Sale:Hub B?C is only available w=4lin re Siebel,Customer versal Nfaster component of the:Customer Hub B'C' Program- s,, • The option Ser-.a.e Hub B2 C is on2y avai.able with th cebe:-Custo r Universal Ma.ter component ofthe Customer Hub B"C' Program Licensing Mules for Oracle Hospita bor Cruise Agrplrc,ationis\ • The Oracle Honprtalihr Data Foundation for Cruise Pr onlN,be used.v6th Oracle Honpualih,Cruise Pro='aan . NeW reports tar=Tomizaticars of die included reports are all ed. I ation to third party sy-tenis is enlg allowed Via the Oracle Ho pitahtl Irsterface Proms arns_ data imteggation e. 2ts axs1oy Is- You teas- not and ursuppcated applications to the smTronnients created with this.Pao;mam You are owed to ho st da �elements ongiratine earl,=from the Oracle He pinhty ?ro?izims in tEe sche UM.created withEhe use of: Pro man. p=ou> '�,of host any third part,data elements. Licensing Rule:for Oracle Hospitahty Food n Bes-era: e-Upficoldoas • The Oracle Hosptalit'vTechnol�ag}=Fo or fur Food.ancBeuerageProgral:4-yonl%-bettsednathOracleHonpitaLtyFood and Beverage Pro�'am:,. Nen reports o customizations of the included repots�a1towed. Inte��ationto third party -=stems is omlY allowed via, the tZ"liacle Hos 1uLty Interface Progaacus. data snteg—tion tra t� and^or A?'Is.. You euay not add unsupported app'Lrcationn to the ems^ cement;created*.azth this Program. You are al ;d to host data elements origurmine oLy oiu the Oracle Hospikaut r Fio mar in the schemas created aides the use of this Pi gx 'ou nra� not Bost amp third p.a ks data elementn. Licensing Rules for Oracle I gitr3itti Fiotel:.atpplicaticns • The Orac'te Hospatalits echnology Foundation Prcgramu may onlg.^be used with Oracle Hosp: hty Hotel Progr;am.s. a_tiewr reports or custotuira, ns of'die included roper as allow=ed. Inte 'ation to Hurd paa#w s.=stems•is ;alloxked Via the Ora.le Hospitality IntUr Z Prta roux>. data imtegaa2ior extracts n3or APIs, You inay not add un:upp applitiaucn to the enraronments cr 'red with thi's Piogxani. You are olloan;ed to host dat-a elements song-masnn?only frtoan" i,e Oracle Ho pikaLty Pr}grams Vsche.mas cr=ated with the use of tlu Prca_Pram. Y4ou rosy nok ho r am tihitd pasty data elexrnts. • The Oracspitalm OPERA ? Propert.' kandard- Program is lirruuted so 5_: functions an def ec it the Prograni Lrbc * T1re Ora e Ho pitahPr FPE f Property Lite,Program¢n linsitedto,aka finniGns as defined in the Pr,oglam ) entanom.. • The race Ho.pitaltty Suites Property Resort Edition Program rs limited to aL functions as defined in th,Program Do entat ion. r� tense efrar¢d tis rynd Fines 4`53 7 2u_US Ewes Page 1 of SERIAL 180233-RFP The Oracle Hospitality Suite Property Sma]Eusines Edition Program is limited to 3.8 function. as defined in,the Prozlop,, N LAccunren atione fol oaaang Programs mar only be used.with the Oracle Ho.pitalrty OPERA Prcgranrs: Oracle Hospitalim, Tec - canon for Hotel Praopertti Syst)e= -OPERA ? Prennum.Crracle Ho pitality=Techw!,Gzy Foundation for Hotel operty° .S,3 a s-OPERA 5 Standard,Oracle Hcapit3uty Technol�op� Foundation for Hotel PropertySysteru -OPER_A �Lite and Ch"ac1 c.pat ity 7echnlogy^Fdvmdaticti for Hotel C:entLal Office Sy^:sterm. lSera reports or custcmrration.s of e included report:a�allowed Integra.ti;on to thud party Systems is al!G'wed raa tl'_*Oracle,Hsospitaht v Interface Programs �sf. You may not add,ne schemas or unsupported appli c-a ti Gm. You me re p able,for en urang compliance with the He pitaLity Associated Pxogr"am Matching,Table w _n nm be accessed Licensing-Rules for Pet,.]A?Soft Aimli".ticns Your use of the C eraice and Student Adiiiinirtr3lion.components within the C'ampuµ olution.Pragranr is subject to the additional tenon,a, c auditions set Farrah in:the Lv'AS Sofm are Supplement'located at:. Licensing Ri les for Primm±r.a. livations * For the gnuposes of the folliNIA�g Pnma^rera pro rates: Earnest Value Management, l e SS 'Trask.,C'onttactor�and'PS Project Planner, fora ackmou^led, that You ha^e both read au�l rurder�aa�l the hnut softsnate,rlPdate L.iscvause Support er rres that are available for these' oep•ams.ws described m Or a.cle's Teebmical Su ort Pdla ies. * For purposes of the Prunavera ���e ak and Primavera P3 Project Planner Pry �,ms, 1°'on acknowledge that the agreement delivered to Youmatla these Programs.ai ndt the end riser license agreetnemt cat tarred in the product im,rallation.go,�nwns the end user' u e of these Prod am:. * For the p upo.es of the following, Prograrrk: Prunaaera, P6 Enterpris roject Portfolto MLanage.ment and Prituavera P6 Enterprise Project Portfolio Management W em-ire, developers a; or u er fis who are not ahead?r hoed ed for the Priumvera, P6 Enterprise Project Portfoho lda�eernent Program a (tit oho a cefc (including through. x e.s Porntsl application-,m nr must be hcen ed for the Praaa�eia P nterpnse Prop^e _ ortfo lio lViana- want�1 eb Sen-ices Program "Access Points"includes,but is not limited to-third par -e. le or cu,to 'version-of the fol_oI^ing. interEaces.APF ,m eb set aces and database links. For the, purpose: of the• fsrllaMing Program.;: Prima .a �Gntmct Marragerrent Web ;Services and pnmavera contract lalanagelnPnt developers and°or user (r)who are not area licensed for the Prinra rera C-carract Management,Program and (u)ra a access(including through Access Points):pplica 0 stb,e licensed for the P'runxvera Contract l4 ma?zenrenf Web Senaces Program. Acce,s Points" inciudes,. but is n Hinited G. third party.,Oracle or cmtom versions of the faliom--ing: interfaces,APIs,web ser6ce,and database linlrs. Licem sine Rules for Oracle Retail Program:—,, + The Ora-le Ret al Technology'Foundation fir .tore Applications, Progr-: may oulyf be used,a-ith the Oracle Detail Paint of Service Program.the Carole Retail Back ce Program the Ctracle Retau-'Store Point of Sen ce Program and the Oracle Retail X-Store Offiee Prt}grarm. 'alp v e e�racae I eta.L ec +log^F ?tian for Stare pp ications Programs by other tDracle Prograrw or third part-prog ra is not permitted. Licensing—Rules for lSiebelA licati * For the Siebel Branch Teller SVAse.Prr,=ua Siebel Internet Banl-ing Set^aces,Pro, _Siebel Retail Finance Foundation Set,ices Program and the Sr el Freancial TrOuSI lion, '� ork�bench Prog am �x'on rna use third part too to ;a create material or(b)modify the a tenors identified a..Sample Screen Code and Process Termplat r is the,Program Dorumentatron, all in accordar=ce ahitlx the tograms Documentation,andprcrided that srrcl materials or mrrdid� rvateraals smell be used ole`a with Your licensed use, such Programs. You shall not lust in any way Oracle's right uo der=el;op a xe,license,create derivative oak:of, it othe m, ee1 e oit the Prog ams,mcillary Program Progg am) c mentatian.cr w other ruatenals provided be t?r cote or to Pegg ,turd parties to do so. + The Sielae I}eta' . Program includes a License for I0 Concurrent secs that authorizes You to use the rogranr on only one CG=utet"for ma.ea nui of20 Concurrent Users at ama givem time A`Conement User—is defines.as ach individual That malt con�--w. nti- use or access the Program.,, C:oncitr ent Use may+omen=be T",cru existing customers or crone prospective cuWt�¢xrend naa. rat ce i cru"busme parer or T"flu"employees. * The 5ie w iarkeumg Serer Program r _ices eu on a.Computer ba as toget$er with the numaber of unique CCust ex Records that u may acce usnxg the Program A"Customer°Record"is defined a,each unique Record(LmIudrmg con I recsardS, ect records and recoxds in extermal data somoes)that,You may access using the Program. IT nse_Detinr ion s mid'Fu Ie3_a,-0 5 1.26-U5—E3w& Page'2 c -k SERIAL 180233-RFP u The Siebel Pharma Mauketing Set if,Leem ed or-the,b�asis of the number of unique Customer Kecor&that You may acc Ire Usnig the Program together with the num]ver of,Brands tlizat You may manage usmg the Program. A"Branl� L�defize s a ma�3cc me s 'E 's dt'/13 arced Prod'un Offering that corre"por ds to,a specific Molecular emit?',me siding multiple dosage forms and.multiple ngthi fo e molecular entitY. The bel Pricing Chnns�Scen-ex-14,to 20 AppLLcatior Use is Lacemed on a Computer baar-with a lunitatLon on number `C tion Us�sn. -An".A-pplication',:sea"is defined a.,an individual authmized ov You to use the 3ppa . le la c e e .pp of ..i dual J__ �..' '3 3"'Lc 'tipL etc, rega3diess ofivIrether the irdi- I is active!�'v .at which are inst3l.,,ed on.a,single seixer or on mul ,e saa appLcati PxGg7a= using the P ,-ams at any given time. % L • The uners or cessors of the Sieba�Web Cliarsnel Program may accesu a may-3mum of 15 Objects. An, jets"is defined is ea-chdan.entity ithm the Bua-mess Ob,.,'ect Laver of the Pyogaams that is defined in the Siebel Tools Pr -5 -'� am • The Siebel Dan , Lt- Ll-,eMLS-M2.y On1h,be used,kith Crrzcle Master Data Managmurent or Oyac.e C-M deplo3,menn, Licerusing 1Rtile,far a ;te i Software Programs Fafloi-er:! Subject to the on&'Pioms that followbelow.,Yom—Eicense for the follou-ing plop"'n".'�St ".geTek QLFS,StorageTek QFS, Li - anagez,StoraseTek Automated C. M iJ._ e (ACSLS),include-,the a Client,Oracle hierarchical Sto Ee M, a, idge Sy Terri IN nfJxt to run the licenzecl Piogpramlou an unli-ensird.spare computer in a,fail'over em4orune", ba tip to a,total often zepa3ue,dawn 'u, inany-0,,e.ncalendarye 1 11 �le,if a fatlmw node is,doum For hwo hou Zhal three hours an Fridziy�,it count.T-, a two dzys). The abcae.tight only applieli when a numbei,of ma chmes are connected to the dv'.cache or tape librzwy,i.e.,the inachures are not ina.clustered envuoament and machine, share a disk anay or tape libran,, ,'ben the prunary node failr,the fulovex node a�zts as the pnma37f node.. Onre the unary node is impaired,You matt su6t-b 'tck to the primaa-y node, Once the,failavea period ha, exceeded ten days. the failovwx de imist be licensed. Dotvutune for aurtenaure purpose:, counts fowcaUL the ten separate days limitation, An.y usebv,,,�and w�c 2ens,e -Psuetaly' y use bv,,,� nd ht granted,in this section must b d ZL y use bv,,,�o r'�s Licensing,Rules for,Program Licensed.D. r UPIZEAM odale • C-fra-le,grants to You a non-exclwiva.nonixans LAQ n earae for Y RK Deva2opei+r)w (i)use those User Pxoductrvu —"V "T K ut 4'!,PK')Proga'anr,licensed as U—PYK modules p1lectivelv,r,-.Fe.1 d to as -7PK coutenf) ,,v a-,neirensw-V to Crimte,and provide trair-mr soleh,for Employee aui or Applica n Users to tie the underlying,Programs for Your benefit-,(n)make an unlimited number of copies of the 'L-,PK content onll y a neces, -v to,create and praAide trainimg soLlely to Employees amd'oy APP�Ucatroir Users to use the undel"I"irig fay 7-- � 13, Et;and(ui)de-velop modifications and cmtoimza.uou�to the UP,K Content,if 11pplIC able.aL--ULje,-1 to the terms and co ' us net forth in thin agreement,pronded all copyiight notices we reproduce-d as prm-ided on the or4mal. You.iepies ',a. M -sat that You have a-,-alid license far the underlying Pro gr am(s). You are prohibited f7am reselling or di.tributing the on, to an-%,other party or using the T-711K content other than as 00 IS a the K and any content created by You using the TJTPK explieLtIv pe-1-nutte-d in this aggesment. Ora�'-"e repy S - .11 infGymetion. -le y� 1, , 't content contains Valuable Ploprietn-y etan= _� p a,11 lror-tions-of the T.TPK an-dany copies thereof. 'tli the terins of tb.L,, You sha.,." =e UPK-ontent EnOdlfiCAIMS caeatg�b You solely for''am Lutemal ure m ziecardanve im 3LTeemenr Youm3yprovideiccesstGand AGfilreUPK content o, " those thud paxter that are li-ensed.as Apphration e .�1 T 0 4T n provide cce to, U u e"_e' 'e ne, Users and that: (,a)provide sen-ice'S TO YGU MCEMmg'17GU3 Use Ofthe T_7,P -,,ntezt fo''e have a.need to use and acres,:the UPK content; -and.(C) have agreed to, 1,y similax ran-dis?--losme obligati r7 imposed by You as those contained in this agreement. Applicanion and Employee ser(s)of UPI Programs may view a interact-wal snnu�lrions and document ition in nj but,mair not create or mo.,ilif.y simula or documentation.. r, L P.� Liceusing Rules for MyS o a The MySQL Ptopams mazy "ant'33 z thud Party technolognr. O'lacle MaY provide tam notice: to You in plogam Documentation 'reaAme-� "' i, Y the installation detail mccarnectionnith such third pax ty cLaologn', Fbirdpartytechnolop- iA,LL be licensed to 1-ou*Ver under the terins of the agreement,or if specified in the Progn ocumentatior-'I-eadme-'files or the installation ieta:C1x"under separate License terms C-sepaxate =te 7',�and under der the of the 3 gTe e In e at("Sep 3 YR t e ly L hC'Luf-A--1d,third party tetralogir" Y our tight to,use such s ep o ra tsly h caused tb-n-d party m-hrio -y underr the sep arate term.-, are not restri-ted- /- try wa7., bi,the agreement. yuyu yu yu Cause�_Dednitions=dPai]L--v053 128-US-ENG Page 23 of"q- SERIAL 180233-RFP EXHIBIT C APPLICATIONS LICENSING TABLE htip:,tl"hrww.oracle.com!us!cn-rporate.ico,ntraci:s 03�qCje r,-S, ves the right to periodicalty chauge,the infbnmation pre—ented Dn the webssite,proi-ded �Dve,. Ad] infarmad implied. N, 03\qZlfe J1 i. �"r 0. ............. / Oracle US Communities Software P m rogras Su m pplemental Terms and Condffilons v041818 Page 1 5\ SERIAL 180233-RFP EXHIBIT D ORACLE CLOUD SERVICES TERMS AND CONDITIONS EXHIBIT D Tom.. ,E ORACLE CLOUD SERVICES US CErM1 UINITIES SUPPLEMENTAL TERMS AND CONDITIONS vft41 8f 8 THESE ORACLE CLOUD SERVICES US COMMUNITIES ¢`-USC"j SUPPLEMENTAL TERMS Arm CONDIT11ONIS ("CLOUD STCS`) SHALL APPLY TO T1HE ORACLE CLOUD SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER QTHIE "CONTRACTOR"). THESE CLOUD STCS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NJONJ-ORACLE ORDER OR ORDERING DOCUMENTIrUN. THESE CLOUD STCS ARE CGNSIIDERED PART OF THE SCHEUDLE OF SUPPLIIEStSERVIICES IN YOUR ORDER TO THE CONTRACT. A, Definitions 'You' and ",Your' refers to the ordering activity that has ordered Oracle Sen6ces firomY an authorized distributor(''C"emtrictor")under the Contract. The term "Contract""refers to the Contractoras US Communities contract. The term "0racl°e Software' means any softwware agent, application or tool that Oracle make. available to You for download specifically fo:r the purpose of facilitating Your access to, operation of; andfor use with, the Ser�-eires;. The term"Prograna Documentation'refers to the user manuals;help windows, readme files for the Services and any Oracle Software. You+may accefiss the documentation online at http:,°,°orac�--.co mfco:ntracts or such other address specif d by Oracle. The term'Service Specifications"means the folloWng documents,as applicable to the Services under Your order: tal the Cloud Hosting and Dei!iWery Policies, the Program' Documentation, the Oracle service descriiption,s, and the Data Processing Agreement described in these Cloud STCs; (ti) Oracle's p"ri'vacyr policies; and (cj any other Oracle documents that are referenced in or incorporated into Your order as required by the Contractor. The followwing do not apply to any non-Cloud Oracle sera°ice offerings acduiired 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 Pol(iciies. Oracle service descriptions,and the Data Processing Agreement. The temi'Third Party Content"rneans alll software,data,text, images,audio,video,,photographs and other content and rnaterial, in any format,that are obtained or derived from third party sources outside of Oracle that You may access through, within,or in conjunction with Your use of,the Serviices. Examples of Third' Party Content include data, feeds from social network .services, rss feeds from blog pests, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third party content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracl -provided tools. The temi 'Users' means 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 designed to aCCloww Your diients, agents, custorners, suppiliers, or otherthird parties to access the Sen.,ices to interact with You,such third partieswi(II be considered"Users' subject to the term s of these C:louid STCs and Your order. The temi"Your Content"means all software, data (includiing Personal Data as that term is defined in the Data Processing Agreement), text, images, audio, v deo, pihotographs, non-Oracle or third' party app"licatrons, and ,ether content and misteria1, in any format, provided' by You or any of You r Users that is stored in, or nan on or through, the Services. Services under these Cloud STCs,Oracle Software, 0-racle Claud,Services US Ca7MI¢IUNITIESs Siapplementall Terris and Conditions v041818 Page I SERIAL 180233-RFP EXHIBIT D other Oracle products and &ervlzes,and Oracle intellectial property, and all derivative'works thereof, do not fall within 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 Se rvi ces or a n y Oracle provided tools. B. Use of Services Upon Contractor's acceptance of Your order,Oracle wl1l 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, limited right to use the Services during the period defined in Your order(the"Servlce Peniod-"),solely for Your internal business operations. You may all,ow 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 ces Period, Oracle may update the Services and Service Specifications with the exception of the Data Processing Ag reeme nt as clescn,bed below) to reflect changes in, among other things, laws, regulations, rules,technology, industry practices, patterns of system use,and availability of Third Party Content- Oracle updates to the Serqices or Service Specifications wl,1111 not rnaterialilly reduce the level, of performance, functionafty, securitj or availability of the services during,the Services Period of Your order. Youw 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; puNlish any material that is false, defamatory, harassing or obscene;violate privalcy riglhtsi promote bigotry, racism,hatred or harm;send unsollicHed bulk e-mail,junk mail, spar or chain letters- infringe property rights- or otherwise violate applicable laws, ordinances or regul ations,(b)perform or Isc lose a n y benchm ark ing or availlab,iljity testing of the Services; (c)perform or disclose any performance or vulnerability testing of the Services without Oracle's phor written approval,or perforrn 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 perform cyber currency or c rypto currenc y ryi in ing(f,a)through (d)collect vely,the'Acceptable Use Policy). In addition to other rights that Oracle has in these Cloud STCs and Your order, Oracle has the right to take re med ial action if th e Acceptable Use Policy is violated, and such remedial action ray include removing or&saLAing access to material that violates the policy- C. Ownership Rights and Restrictions You and Your licensors retain all ownership and intellectual property rights in and to Your Content..Oracle or its licensors retain all ownership and intellectual propertyrights to the Services,derivative works thereof, and to anything developed or delivered: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- UNesz otherwise state-'in Your order,all own ers,h ip and intellectual prope rty rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party. You grant Oracle the right to host, use.,process,d isplay and tra n smit You r Content to prowl cle the Servlctes, purs,u ant to and in accordance with these Cloud STCs and''You r order- You have sole re spons ibi4ty f or the accuracy, quality, integrity, legaNty, reliiability, 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 permit others to: (a) modify, make derivative works of, clisassenlb[e, decornpil'e, reverse engineer, reproduce, republish, download or copy any part of the Servlzes (incl,udiing data structures or siniiLgr materials produced by programs), (bj or use the Services to build or support,directly or indirectly,prodU cts or servltes conipetit ve to Oracle;or(r)license,se 11,transfer,assign. n, distribute,outsource,permit tiniesharing or service bureau use of, cornmerdally exploit,or make available the Services to an y ftird party except as permitted by these Cloud' STCs or Your order. 0-iracle Cloud Semaces US COMMUNITIESs Suppleme31tall Tennis and COniii6331S v041818 PagR 2 SERIAL 180233-RFP EXHIBIT D D. Term andlTerminat[on Services shall Lie provded for the Services Period de-flined in Your order, unless earlier suspended or term inated in accordance with these Cloud STCs. These Cloud STCs will continue to govern any order for the duration of the Services Period of such order. If You order Services that are designated in the :Service Specifications or Your order as Services that will Lie automatically extended, such Services will NOT automatically be extended for an additional Services Period of the same duration. To extend the Services, You must provd,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 such 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 6e rrray suspend Your or Your Users'ac ce ss to,or ease of,the Services if Oracle Lie li&ve s that(a)there is a significant threat to the functionality, security, integrity,or availability of the Servict—, or any content, data, or applications in the Services; (b)You or Your Users are accessing or using,the Services to commit an illegal act; or (c) there iis a vialafion of the Acceptable Use Policy. When reasoniablyr practicable and, lawfully permitted, Oracle will provide YOU with advance notice of any such suspension. Oracle wti use reasonable efforts to re-establ ish the,Cervices promptly after Oracle deterni ines,that the Tissue causing the suspension has been resollived.Dunn g any suspension period, 0 ra die wi 11 make Your Content(as it existed on the suspension date)available to You.A n y suspension under this paragraph shall not excuse You from Y0,Ur obligation to make payments under thesse Cloud STCs or Your order. If Oracle, the Contractor, or You breach a material term of Your order, inckjding,these Cloud STCs. and fails to correct the breach within 30 days of written sped,fication of the breach,then a nonbreaching party may temiinate the order under which the breach occurred- If Contractor terniiinates the order as specified in the precediing sentence,You mast pay within thirty(30)days all aniounts that have aCc PJ--d prior to sN.A ch termination,as--,Nel I as gall suns reniai�ni Ing urn paid for the Se rvi ces under such orde r 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 nue s reasonable efforts to c u re the breach. You agree that if You are in default under Your order or Your contract(including these Cloud STCs) with Contractor, You may not use those Services ordered You may term inate th e C on tract or Y our orde r at a n y time withou t cause by giving C ontra ctor 33d prior written notice,of such te mi ination- Termination of the Contract will not affect orders that are outstand ing 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- H oweve r,those orders may not be renewed or extended subseque n It 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 Content f a s it existed at the end of th e Services Period)ava ila ble for retrieval by You. At th e end of such 60-day retrieval period, a n d except as may be required by law, 0 racle wi 11 delete or othe nNise render unrecoveralz4e any of Your Content that rerrsain:s in the Services. Oracle's data deletion practices are described in more detail in the Service Spec if catio,ns. Provisions in these Cloud STCs that survive temiination or expiration of the Contract are those relating to lini�tatron of liabdity, indemnification,payrn ent and others whi c h by their nature are intended to survi've. E. Fees andl Taxes Fees paid for Services performed are non-refundable, except as provded 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. oracle Cloud,Semdees US COMMUNITIESs Supplementall Ternis and Conaidons v041818 P Age 3 SERIAL 180233-RFP EXHIBIT D You agree a n d ack nowfeclge that You have not relied on the future aya il abi lity of any services,programs or updates in executing Your order,however,the preceding does not redeve Oracle of Its obligation during the Services Period to deliver services that You have ordered per the temis,of these Cloud STCs. F. Mondlisclosure By v rtu,e of Your order and these Cloud STCs,Oracle, the Contractor and You may disclose to each other information that is conf�d,ential Nonfidenti,al Information"i- Conf dential information shall Lie limited to the temis and pricing under these Cloud STCs and Your order, Your Content residing in the Services, and all information clearly identified as con5a,ential at the time of dis,cljosure- A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no art or omission of the other party, (b)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 front the disclosing party; (c) is lawfulily cliscljosed to the other party by a third party without restriction on the disclosure;or(d)is independently developed by the other party. Subject to applicable law, Oracle, the Contractor and You each agree not to disclose each othes; Confidential Inforniation to any third party other than as set forth in the fotlowing sentence for a period of five years from the date of the disclosing party's dis,6osure of the Corifiaential Information to the receiving party;however,Oracle wil I protect the confidentiality of Your Content residing in the Services for as long as Such Information resld,es in the Seiwlces. Each party may disclose Confidental Infon-riation only to those employees, agents or subcontractors who are required to protect it against unauthorized drsdosure in a, manner no less protective than required under these Cloud STCs, and each party rnay dis,djose the Other party's Confidential Infomwition in any legal proceeding or to a governmental entity as required by law- Oracle wilil protect the confidentiality of Your Content resident in the Services in accordance with the Oracle sz-cu h,ty practices definedi as part of the SeNize Spec ifs cations appi icable to Your order. The parties acknowfedge and agree that You and these Claud STCs are subject to applicable freedom of infomiation or open records law. Should You receive a request under such law for Oracle's Confidential Information, You agree to give Oracl;e adequate prior notice of the request and before releasing Oracle's Confidential Inforniation to a tNird party, in order to allow Oracle sufficient time to seek injunctive relief or other relief against such disclosure. G. Protection of Your Content In order to protect Your Content provNd,ed to Oracle as part of the prosy siion of the Services, Oracle will comply with the following: a. the relevant Oracle privacy policies applicable to the Services ordered, available at and b. the applicable admInistrative, physical, technical and other safeguards, and other applicable aspects of system and content management, available at http-11--,vw,N-or,.gcle.c,on,irusicorpo,rat,--.d,coiitractsoclo,u4d,-seN,Niceslrndex.html- To the extent Your Content includes Personal Data (as that term is defined in the Data Processing Agreement), Oracle wilil furthermore comply with the applicable version of the Oracle Data Processing Agreenientifor Oracle Cloud Cervices(the"Data Processing Agree me nt'j, unless stated otherwise in Your order- The version of the Data Processing Agreement applicable to Your order f,aj Is available at httpffwww.oracI,e.corn,?data processin gag reement and is incorporated herein by reference, and (b) will remain in force during the Services Period of Your order. In the event of any conflict between the terms of the Data Processing Agreement and the terms of the Service Specifications (including any applicable Oracle privacy policies),the to es of the Data Processing Agreement shalil 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-racie Cloud,Ser-nees US COMMUNITIESs SuppleMentall Ternis a31dCOMi1i6331S v041818 PagR 4 SERIAL 180233-RFP EXHIBIT D secunvy vulnerabilities,and the consequences of such vulneraNlities,arising from Your Content, including any viruses,Trojan horses,wornis or other harrryful programming roultnes contained in Your Content,and (c)any use by You or Your Users of the Services in a manner that is inconsistent with the terms of these Cloud STCs. You may cliszlo&e or transfer,or instruct Oracle to disclose or transfer in writing, Your Content to a third party, and upon such disclosure or transfer, Oracleis no longer responsible for the security, integrity or confiden tial ity of such content outside of Oracle.. Uniesss otherwise speelfied in Your order{including in the Service Specificationsj, Your Content may not include any sensitive or special data that irnpozes specific data security or data protection obligations on Oracle in addition to or different from those, specified in the Sentice Specificatons. If available for the Services,You may purchase additional services 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. H. Warranties, Disclaimers and Exclusive Remediies For the sake of clarity, this is Oracle's warranty, nevertheless, it shall be accessed by You through the Contractor. Gracie warrants that durin,g the Services Period, Oracle will perform Services using, commerdally reasonaNe care and skill in all material respects as clescnbed inn the Service Specifications. If the Services proviided,to You were not perforni ed as warranted, You must prompffy provide wrItten n1ofice to Oracle that describes the deficiency in the Services (includin�g, as applic-ahile, the service request number notityinig Oracie,of the deficiency in the Services). ORACLE DOES NOT WARRANT T r HAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, T r HAT ORACLE WIILL CORRECT ALL SERVICE ERRORS, OR THAT T r HE SERVICES WILL MEET YOUR REQUIlREMENTS OR EXPECTATIONS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PIERFORAMCHE, OPERATION OR SECURITY OF T r HE SERVICES T r HAT ARISE FROM YOUR CONTENT OR T r HIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. FOR ANY BREACH OFT r HE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY SHALL BE T r HE CORRECTION OF THE DEFICIENT SERINCES THAT CAUSED, THE BREACH OF THE WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT T r HE DEFICIENCY IIH A. COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEF11CIEnT SERVICES AND ORACLE WILL REFUND TO CONTRACTOR T r HE FEES FOR T r HE 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 DEF I C IIENT S ERVIC ES THAT YOU PAID TO C 0 NT r RACTOR FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT. TO THE EXTENT NOT PROHIBIT r ED 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, T r HE CONTRACTOR, ORACLE OR ANY PARTY"S AFFILIAIT TES BE LIABLE FOR ANY INDIRECT, INC11DENTAL, SPECIAL, PUNITIVE, EXAMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER YOUR ORDER), SALES, DATA, DATA. USE, GOODWIILL, OR REPUTATION. CONT r RACTOWS MAXIMUM LIABILITY FOR ALL DAMAGES ARIISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COUT r RACTOR FOR THE SERVICES UNDER YOUR ORDER IN T r HE TWELVE 112) MONTH PERIIOD IMMEDIATELY PRECEDING T r HE 0-racle Cloud,Semaces US COMMUNITIESs Supple3ue3itall Terris and C0Mtiid031S v041818 PRER S SERIAL 180233-RFP EXHIBIT D EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOUR FROM CONTRACTOR UNDER SUCH ORDER. IIN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND ORACLE"S AFFILIATES ARISING OUT OF OR RELATED TO THESE CLOUD STCS OR YOUR ORDER, WHETHER lu CONTRACT,TORT OR OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR THE SERVICES UNDER YOUR ORDER IN THE TWELVE -(12.'li MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABIILIITY LESS ANY REFUNDS OR CREDITS RECEIVED BY CONTRACTOR FROM ORACLE UNDER SUCH ORDER. J. Intellectual Property Indemnif[cation If a third party makes a clam' against You or Oracle('Recipient'-which may refer to You or Oracle depending upon which party received the Material), that any information, design, specification, instruct on, software, service, data, hardware, or material (collecl:Nely"Mateii.al"',i fumisshed by either You or Oracle ('Provider' which may refer to You or Oracle depending, on wNch party provided the Material) and used by the Recipient infringes the third party's inteellectuall property rights,the Provider, at the Provider's sole cost and expense will, to the extent not prohibited by law, defend the Recipient -against the claim and indemnify Recipient front the damages, liabliffies,costs and expenses awarded by the court to the third party claiming infringement or the settlement wag reed 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 (or sooner if required by applicable law); b. gives the Provider sole control of the,defense and a n y settle ment negotiations; and c. gives the Provider the information,authority, and assistance Provider needs to defend against or settle the claim- If the Provider believes or it is determined that any of the Material may have violated a third party(s intellectual prope rty rights,the Provider tray 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 alternati,ves; are riot commer6alry reasonable, the Provider may end the license for, and require return of, the appFcable Material and refund the fees the Recipient may have paid for such Material. If such return materially affects Oracle's ability to meet its,obligations under the relevant order,tile n 0 ra cle,may upon 3,0 days prior written notice, terminate the order- If such Material is third party technology and the terms of the third party license do not allow Oracle to temninate 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)alter the Material or,use it outside the scope Of Use identified in the Providers 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 wi11 not indemnify the Recipient to the extent that an infringement claim is based upon Material not furnished by the Provider. Oracle will not indemnify You to the extent that an infringement clairn is based on third Party Content or any Paternal from a third party portal or other source,that is accessible or rake available to Your within or by the Services le.g.a social media post frorn a third party blog, or forum,a third party Web page accessed-via a hyperlink, marketing data from a third party data providem,etc. This Section JJ provides tile parties'exclusive remedy for any infringement claims or 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 responsible 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 Oracle Cloud SerNdces US COMMUNITIESs Suppleme3itall Teri3is arid 00ndidORS V0118.18 Page 6 SERIAL 180233-RFP EXHIBIT D or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are soleliy responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise niade 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 Oracle makes accessible is prov ded on an'as-is"and'as available'basis without any warranty of any kind. You acknowledge and agree that Oracle is not responsiWe for, and has no obligation to control, monitor,or correct,Third Party Content. Oracle disclaims all liabilities arising from or related to Third Party Content. You acknowledge that: (i)the nature, type, q u al ity 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 Faceboo* , Yo,uTube" and Twittter' , etc., depend on the conttnuin,g availabHiity of such third pates' respective application programming interfaces (APIs). Oracle may update, change or mocity the Services under the Contract,as a result of a change in,or unavailabillity 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 terms for the Sen6ces,, as determined by, Oracle in rts sole discretion., Oracle may cease providing access to the affected Third Party,Content or third party,services without any liability to You or the Contractor" Any changes to Third Party Content, Third, Party Services or APli, iindjuj&ng their unavailability,during the SeNltes Period does not affect Your obligations umder,the Contract.,these Cloud STCs oar the applicable order',and You will not be enttled to any refu nd, credit or other compensation doe to any such changes;. L. Service Monitoring,Analyses and Oracle Software Oracle continuously monitors the Services 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 applications in the Services; and to detect and address illegal acts or violations of the Acceplabie Use'Policy. Oracle monitoning tools do not collect or store any of 'Your Content residing in the Services, except as needled for such purposes. Oracle does not monitor,and does not address issues with, non-Oracle software provided by Yof..i 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 offedings,and forlicense management purposes. Oracle may(i) compile statistical and other inforrnation related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form 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 Senrice Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Inforrnation in a form that could serve to identify You or any individual. Oracle retains all imellecbial property rights to 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 speclfy separate terms for such software, then such Oracle Software is provided as,part of the Services and You have the non-exclusive, worldwlide, limited right to use such Oracle,Software,subject to the terms of these Cloud STCs and Your order(except for separateFy 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 terrns. 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 governed by the separate terms- Your right to use any part of the Oracle Software that is licensed under Oiracle Clond,SemricesUS COMMUNITIESs Supplemental Terris and Conditions v041818 Page 7 SERIAL 180233-RFP EXHIBIT D the separate terms is not restricted in anyway by these Cloud 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 prove tied under Your order,and You and Oracle each agree to comply with all such export laws and regulatons(including "Adeerried export-"and "cleerned re-exporr- regulations). You agree that no data, inforniation, software programs andlor materials resulting frorn Services for direct product thereof)will be exported, directly or indirectly, in violation of these laws, or,wit Lie used for,any purpse prohibited by these lawns in C lUding,without lirn itation,nuclear, chemical,or biological weapons.proliferation, or development of missile technology. You acknowledge that the Services are designed with capabilities for You and Your Usem to access the Services without regard to geographic location and to transfer or otherwise rove Your Content between the Services a n d other locations such as,User work statiDns. You are solely responsible for the authorization and management of User accounts across geographic locations,as weUl as export control,and geogr iph ic transfer of Your Content N. Force Majeure Neither You, Contractor, nor Oracle shaill to responsible for failure or delay of perforniance if caused by'an act of war,hosfii lty,or sabotage;act of Gokl;pandem ic;ele ctri ca 1,Internet,or te lecorn mu nication outage that is not caused by the obligated party;gove m me nt restrict,ons(including the denial or ca n celation of any export, irnport or other license), or other event 0111taide the reasonable control of the obligated party. All parties will use reeasona[:+Ie efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days,either You,Contractor, or Oracle may cancel unperformed Services and affected orders upon written notice. This Secton does not excuse any party's obligation to take reasonable steps to follow its normal disaster reco-very procedures or Your obligation to pay for th e Services. 0. Assignment 'You rn ay not assign Yo u r order or give or transfer the Services, or an interest in the Services, to another individual or entity- P. Other I. Oracle is an independent contractor.,andeach partyagrees that no partnership,joint venture,oragency relation sh ip exists between You and 0 ra ce,or between Contractor and Oracle. 2- Oracle's business partners and other third parttes, including any third partPes with which the Services have integrations or that are retaiined by You to provide consulting services, implementation services or applications that interact with the Services,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-sibcontTactor 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 beneficiary of the Contract(including these Cloud STCs)and Your order. 3- Any notice reqjOred under your order shall Lie provided to the other party,and Oracle,inwritng. Oracle may give notices applicable to Oracle's Services customers by means of ageneral notice on the Oracle portal for the Services, and notices;specific to You by electronic mail to 'Your e-mail address on record in 0 rac le"s account information or b,y wd tten communication sent by first class mail or pre-paid post to Your address on record in Oracle's account information. OracleCloud Semdees US COMMUNITIESs Su,pplenientall Teriiiis and Conditions ,,041818 P age 8 SERIAL 180233-RFP EXHIBIT D 4- If any term of these Cloud STCs is found to Lie invalid or unenforceable,the remaining provisions wfli 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 actons 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. Prior to entering into an order governed by these Cloud STCs, You are solely responsible for deternnining 'whether the Services,meet Your technical, business or regulatory requireryients. Oracle will cooperate with Your efforts to determine whether use,of the standard S entices,are consistent with those req u irern ents. additional fees,may app ly to any additional wwork perfon-ned by Oracle or changes to the Services. You remain solely, responsible for Yo u r regulatory corn plian ce in connection with Your use of the Services. 7. Upon forty-five (4 5)days written n,ofice and no more then once every twelve (12)months, Oracle ni ay audit Your comptia nce with the tennis of these CIOU,d ST Cs and YOU r order. YOU agree to cooperate with Oracle's audit anted to provide reasonable assistance and access to information. Any such audit shall not unreasonably lnterfere with Your normal business operations. Oracle shall comply wAh reasonable security ands safety rules, polic.ies, and procedures ("SeCLIfty rules.')while perfonniijng any such audit, provided that()such security rules are appticable to the perforniance of the aUclit; (d) You make such security rules alviilable to Oracle prior to the commencement of the audit; and (di) such sec u rity rules do not modify or amend the terms and conditiions of these Cloud STCs or the applicable order(s). Yoi,.j shall be responsible for paying the additional fees related to use of the Services in excess of Your rights.. 8- The Uniforrr, Computer Transactions Act does not apply to these Claud STCs nor any order placed pursuant to them. Sr. The extent to which an Oracle product is,prior to any CL.Istonii7atons,capable of providing comparable access to in&v, duals with disabilities consistent with the applicable provisions of the Architect.,iral and Transportation Barriers Compliance Board standards,set out in H CFR Part 1194(known as 'Sectio,n 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 Accessibllity Guidelines 111AICAG)version 2-0 level AA,respectively,is indicated by the�dependencies, comments and exceptions(some of which may bee significant,if any)noted on the app,Hcable Voluntary Product Accessibility Templates(V'PAT)available at for each product,when they are used in accordance with Oracle's associated documents and other written information, and provlded that any assistive technologies and any other prod u cts used with them prope d y interoperate with them. In the event that no VPAT is available for a particular Oracle product, please contact the Oracle Accessibility Program Office at accessible In some cases,,the outcome 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 accessibility standards,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 (TRS). Inforniation about the TRS is available at http jPwww.fcc.g o0cgiWconsurnerf act s1trs.html,and a fistof telephone numbeers is,available at https-.It-www.fcc.,,gow,f,-4eneralft,--Ie,co,nimu,nicatoiis-relay-ser-eices-director.V. International hearing- inipairedcustorners should use the TRS at+1.605.224.1837.An Oracle Support engineer will respond to technical issues according to the standard service request process. Oracle cannot make any comm itm ents about future product directions, including plans to address accessibility or th e availability of VPAT9. Product direction 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. Oracle clond,semrices Us CO-MmUNITIESs Supplemental Terris and Conditions v041818 Page 9 SERIAL 180233-RFP EXHIBIT D 10. Internet Protocol version 6 (I Prior to an y customizations,the Oracle prod u ctf"s)and se nii ce(s)to be delivered pu rsua n t to the Contract ere capable ofaccommodating Internet Proto,c6 version 6(1 M) solely to the extent defined and noted in the relevant productfservice documentation available at onacle.corn. Please note that such capabilities are subject to the dependencies, comments and exceptions (same 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 Gracle's associated documents and other written information and that any other p,rod,ucts property intemperate with them- If no relevant prod u ct!servi ce documentation is found addressing IPvE,,then Oracle makes no representations as to the capabilities of the prod uctfse niice in question to accommodate IPv6. Oracle cannot make any commitryients about future product directions, including plans to address IPv,6- Proauct 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 Pv6 shall apply to the 0 ra cle products and seervi ce s to be delivered pursuant to these C loud STC.s. 11. If any document incorporated by reference into these Cloud STC s contains a provision (a)allowing for the a utorn aft term ination of Your S ervices;or(b)allow i,ng for the a utom afic renewal of Services anclior fees,then such terns shall not apply. O-racle Clond,Ser-vices US COMMUNITIESs Sii,ppleMe3itall Teimis and COMiidiMIS v041818 Page 10 SERIAL 180233-RFP Evu�z ORACLE!'CT E HARDWARE TE r SAND rnrmrr QN- EXHIBIT E QR -- AI4AAIIA a9.`r ������FYI" l'UUUUUUf+ ACLE HARDWARE US CCmht MUNIITIES SUPPLEMENTAL TERMS AND CONDITION v0 41818 THIES ORACLE HARDWARE, PROGRAMS AND SERVICES US COMM UN, IIES �`USC;'"j SUPPLE ENTAIL TERMS AND CONDITIONS("HARDWARE STCis") SHALL APPLY THE ORACLE HARDWA PROGRAMS ANJDD R SERVICES THAT YOU ORDER FROM THE CO TRACT KOLCIER THE `COt RACT fd'"j THESE HARDWARE STCSSHALL TAKE PRECE NNE OVER ANY CONFLIC:TIIf,I TERMS IN ANY f�ON-ORACLE ORDER OR ORDERING DO- MENTION. THESE HARDWARE S C:S ARE CONSIDERED PART OF THE SCHEDULE OF S PLIESISER IIC;ES IN YOUR ORDER T' THE CONTRACTOR„ A. Definitions "You" and 'Your' ref f to the ordering activityr that has ordered pro gams,hard are an"d)or services from an authorized dlst9miras' r('Contractor)uimderthe contract. The terms"'anclll.ar�a p�rog refers to ftrd parttt materials s cif d In the program documentation which mayronly I."e used forth psurpose�of instaltingor operat'��,g the progran^Asw.rith wNch the ancillary programs are delivered'- The temm"contract"refers to the G ;tractor's US C;ornrrm ities contract_ The term'integrated softArare'is defi d as soft rare embed-ded in the hardware which cs essential to hardware functionality(e.g.,firmware'I. The term Integrated softwvare options'refer to ftwrare or programmable code emmLxedded in,installed on,or activated on the hardware that requires e or more unit licenses that You must separately ord'er- Such separate order wrill set firth the fees for ,integrated software options Your are ordering. Not all hardware contains integrated software opti s p ase refer to the Oracle Integrated Software options License Definitions, Rules and Metrics accessi, at httD:Poracle.rondcontracfis (the "integrated Software Options License Rules")forth specific int rated software options that may app'Iyr to siaec:ifi!c hardware- C1racle reser,"`es the right t esignate news ftware features as integrated software options iin subseg;uent releases and that de :gnation wrill be sp ified In the applicable docurnentation and in the Integrated Software Options Li nse Rules. The term "-operating system` r ers to the software that ma , ges hardware for programs and other software. The termm"products:'refe o programs,hardware,integrated sof w re and operating system. The term "program d cunmente mon" refers to the program user mm ual and program installation manuals. The term"prograd s' refers to the software products,owned or distributed Im,Clracle which you have includ g programdocurnentateon, and any program updates acq iced through technical support. The term` enoces"refers to technical support services which you have ordered The to "ha rdware°'refers to the hardware eq,uwpmment,includsimg conmponents. optionsLmaals, parts. The term 'hardware documsentaton" refers to the hardware specifications, usiin allaton nmanuals. Hardmwrare docummentati�on is delivered writh the hardwware andlo r,ur1 Hoirdv-qrt Uli Communities Supplemental,Teromms and,Condli6ons V041818 Fgo SERIAL 180233-RFP EXHIBIT E Hardware Compositions Your hardware order consists of the following items: operating system (as defined in ,pcn onfigaurationj integrated software and call hardware equipment (including components, options d s are parts] specified on the applicable order. The hardware equipment or parts of it ma ybe or llik- e°uu. C. Right Granted Upon C tractor's acceptance of your order,you have the nor-exclusive,non-as:sigmallfree, perpetual mesh otherwise specified in your order with Con tractor),limited rigiht to usrams and receive nyr services you ordered solely for your internal ordering activity operat' ns and subject to the terms these Hardware STCs; including the C',racle License Definitions an ules, the order, the contract an the pro-g�rarm documentation. You may alloy your agents and co ractors(including, withoo-at limiitataon, utsouecers)to use the programs for this purpose and you ar responsible fo:r their compliance with M6, e Hardware STCs,including the Coracle License Gefinitio and Rule the order, the contract and the grams documentation in Broach use.For programs tha re specifically designed to allow your custor e and suppliers to interact with you in the fuirtheran of youir internal business operations, such use is lowed. You hawse the right to use th operating system deliw+ered with the Isar ware subjectto the terms of the license agreenhent(s)deliver with the hardware. Current veirsic ,. cf the license agreement(s)are located at Iwttp ltoradie.comlccm acts., You are licensed to use th bpera�trrng sys.temr and anyr cperad¢n,g systema updates ac taired throtagh c�hnical supportonlya as moor rated in,and;as part of the hardware- You have the limited, non-enclusi,l , royalty free„ non--t nssferaNe, non assignable right to use integrated software options that You s aratety order su ect to the terms of these Hardware STCs, the applicable documentation and the tegrated So are Captions License Rules, the Integrated Software Gpt,ons License Rules are into rated in id made a part of these Hardware STCs. You are licensed to use those integrated softw e optic s and any integrated software options updates acquired through technical support only as iji 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 Lie n Rules, In the event of any conflict between the Hardware STCs and the Integrated..Software sptao a License Rules,the Integrated Software{options License Rules shall take precedence. You have the limtited, non-exclusive, yralty free, non- shsignable right to use integrated software delivered with the hardware subject to e terms of these H dw,.ire STCs,including the trade License Definitions and Rules,the order,the on tract and the progra documentation. You are licensed to!use such integrated software and any' tegrated software updates cguired;throsugh technical'support onlyr as incorporated in, and as part the hardware. The operating system' andlo, integrated software rriay include,sep to works, identified in a readrrie file notice file,or the apple ledocumentation,which are licensed un +r open source orsirnilarlicense towns; Your rights to us the operating system and integrated softw a Bander such terms are not restricted in any waay b these Hardware STCs. The appropriate terms a --sciated Mth such separate works can be found ii he readme files,notice files or in the documentation .companying the operating system and integra - software. For GPLv2, L h L 2_1, GPLv3 and LGPLw3 'licensed'code received by you a binanes on physical! media, if you wrould line to receive a copy of the source code ('source code-") media via pohstal'. serwlce, s nit your written request at :http:;os�.oracle.comPsystems-op sourcecode :a, Itematra I you can marl your written reques.tto Oracle Corporation,Attn: I,?of Leg I, Development and En ' eering.,500 Oracle Parkway, MS-50P ICI,Redwood:shores,CA 941365. Your quest should iud the name and version number of the product,your name,your company narne(i applicable),, your eturn mailing: address, and your email address;. Certain source distributions requir a fee for ph,sical media. Should this be the case, you will be sent details on the cost and payment of cedure ', email:. Your request must be,sent within three(3)years of the date of Oracle's last deliver of the ,ATmicle Hoirdixgre U,5 Ctam untie.Supplemental Term.:and,Cnuditium:v041 818 P SERIAL 180233-RFP EXHIBIT E pplicable product. This offer only applies if you received your operating systemaand,dor inte+g�rat ftware on physical niedla. TheNilardware shall be installed in the country that you specify as the delivery location your porch ing �docun'ent or when your purchasing document dices not indicate a ship to add , the location specified in the order- D. wwfnership and Restrictions Oracle or its Ii ensors retain ail owtrnership and intellectual proper rights to the prograa ,the operating system, aand in grated software. Oracle or its licensors retain all intellectual', pro rty rights to the hardware trecl\�d ns all ownership and i'ntellecia.aal property rights to anything valoped by Oracle and delivered arour order resulting from services Unless otherwurse sta0 d in your order with Contractor, title rdwaare, excluding the operating system integrated � ftwrrare and anyother programs, and risk o loss or darnages to the hardware will pass from graacle upon delivery in accorafance with tl e reI vant Incotemis 2010. Title to and ownership of t programs,,the operating systerrr and integrated so ware shall not pass to you or to a third party Ale to and ownershiip of the programs,the operating sy errr and integrated software shall remain rthrracle. ''au may make a sufficient number of copies of ach program for your(licensed Lase an copy of each program media. Third party technology that mays e appropriate or necessary fo ise with somie Oracle programs is specified in the program docLIMen ition or readme file files. The parties acknowledge that the terms of the contract or these H dwuare S TCs do not appij 'to such third party technolorsgy?. The hardwware is not specifically design ,manufactured, intended for Li se as parts, components„or assemblies for the planning construction, iaintenan.ce r operation of a nuclear fadi tty. Use of the hardware for these purposes is prohibited. You aacknowiedge that to operate certain h rd ire your facility must rneet a rninimum set of requirements as described in the hardware diocu entation. Such requirements may change from time to time,as communicated by Oracle to you in t plicataie hardware documentation. You may not: • use the programs in as rental,tim haring,sul.°scri on service,hosting or outsourcing capacity; • remove or modify any progran or hardware mark in or any mice of 0racle's or its Iicensors' proprietary rights; • remove any copyrig.ht noti s or labels on the operating yrstem or integrated software; • make the programs, oppg aatiing system, integrated so are or materials resulting from the services available in y m thi manner to any third party for,yse in the third partes business operations (unless- � ch access is express:Iy+ permittedfo' the specific program license, operating system,i ated software or materials from the se ices you have acquired); • cause or pemiit r .terse engineering (unless required by lawn for'nteroprarability), disassembly or decornpiilati i of the operating system, integrated software. r programs ('the foregoing prohibition in des but is not limited to review of data structires or imilar materiels produced by prograarm .,operaatimg system or integrated software; • make cops of the operating system or integrated software except fo archrival purposes, to replace defective copy,or for progran' verification; or • disclo results of any prograarn aandL;or hardware benchmark tests. E/Fe Disclaimers and E:x ut si a Remedies f clarity,this is the Oracle man!ufacturer's wuarraanty;newrertheless,it shall Ii aceessed by he Contractor. nts that a program Iicensed to yrou wwilI operate in all material respects as dlescritd in the •g.ram documentation for one year from delivery(i.e. via physical shipment or el, ironic Cfrack Eiardaa nrL Uli Communities,Supptemtmtal,Tt-r ;-.and Condidons:a-041818 F .g SERIAL 180233-RFP EXHIBIT'E o reload i you must notify Oracle of any program warranty deficiency within one year,from deli FtG6 Aa+CLE DOES N OT GUA�RAxNiITEE THIAaT (i) THE HIA�RDWARE PRODUCTS, p) OpEIRAtTSy TES AsflLa 1N�TEC;RATECaOFTti"JAsFtENJUiiij THE FEtaC;RAw11S MILL FERIFC3R1 Eft - FFtE +R UNINTERRUPTED,OR THAT CrFtAOLE WILL CORRECT ALL HARDWARE PROD t TAN Ca�E 'TIIfgO, SYSTEM rNiU 1N�TECiRATECaOFTufiaAREW Af�Cw FfC3i�T :fwt ERRORS. Oracle pro "ides limited warranty r`'Oracle Hardware.r'arrar�t :,y for(i:y the hard�rare>(ii:y t operating systern and e integrated software and the integrated software options,and"(iiVi the op ting system media,the in rated software media and the integrated software options medlia (°'�nn , is",and (ii. (ii;w and f iii)co llecti,W ly,"Hardware Items .i. Oracle warrants that the hardwwrrare,,Mll Lie fr from,and using the operating s� em and integrated software and' integrated software options , 'I not cause in the hardware, materia efects in rr'ate rials and workmanship for one year from the ate the hardware is dehvered'to ou. cle warrants that the: mediia will Lie free from nraterisal d ects in materials and woor manship for ape d of 90,days from the date the rnedi) ws delivered to `ou:. You niay access a more detailed esc.ription of the Oracle Hard are Warranty at http "."wwww' .oracle.conrlwis, uppart�ptrliiesdinde:a.htrr)l ,'s 'anan"t 4 'eta R e'":i. .n changes to the Oracle Hardware Warranty ,pecifled on the w�"w'arrant�y'w'u�'eb Page will n apply to hardware car media ordered prior to such changpe. The Oracle Hardware Warranty applies nlyr to hardware and media that have been (1 y manufactured b or for Oracle, and (2A sold by,�Orac (either directly or by an Oracle- authorized distributory. The hard are maybe new or like new,/�Th,,,0radie Hardwwa�areWarran appiies to h Ord are that is neva and h"a�rdw e that is like-ne wwrhuich han remanufactured and certified for warranty by miracle. Oracle h.ardww ire products ma!be new, Nitre newt. The Or •le Hardwoare Warrantyr applies to hardware products that are new an,d hardwware pro cts that are li --news which have been reman"ufactured and certified for warranty by Oracle. You may access a more detailed d chf son of the limited hardware warranty at httpr,°wwwsrwr.oracle.coni' usisupp�or-Upclicies,iindex'.. it ("the warranty web page"). Any changes to the hardware wwarrantydetaiIs specified on the wwarr n -web page wrilI not apply to hardwoare ordered prior to such change. Parts or components which are replaced rider the ap Iicable warranty may not Lie new. Title in all defective parts which are removed from e hardware un er applicable warranty shall transfer back to Orac le. No wwarranhy twill apply/-Y rdha r pradatcts. operating s,z" rr7,integrated software or,rnelia which has been i. modified, alt , dapted without Oracle's whtten c .sent fln,clu&ng modification or removal!of F un serial nurnber tag on the hardwo e) ii. maltreated or manner other than in acc, rdance°writh he rele°aant documentatson; iii. repaired Lid aparty in a manner which fails t�meet Orac ;s quality standards iu, improperly in ny part; other than,Oracle o,r an authorize Oracle certified installation /att v, u:sipment or softwware not cowrered Ley the warranty,tea the xtent that the problems ble to such u:se; ui. rethe extent that proLilems are attrib`.atabl to such relocatt;on; uii. us or indirectly in supporting activities prohibited Ley U.S. or 0 er natonal export :: lil. ed by parties appearing on the most current U.S.export exclusion list x. elocated to countries subject to U-S.trade embargo or restrictions,; x used remotely to facilitate any activities in the countries referenced in (viii)and fin aboWe: or purchased from any entity other than Oracle or an Oracle authorized reseller. Cyr ucle Hqudii-grt U�Commu 2iti >Supplemew,]Ttr s and,Condition v041818 Px , SERIAL 180233-RFP EXH I BIT E i,s 0 racle H ardwa re'A,arranty does not apply to normal wear of the hardware products or m ed ia. Thd Ors cle Hardware Warranty is extended only to the original purchaser or original lessee of the hardw dIr e pro ct and may be void in the event that title to the hardware product is transf red. Oracle , so warrants that services will be provided in a professional manner consistent with nclu,stry standard You must notify Oracle of any services warranty deficiencies w�thin K aye from perfornian of the deficient services. To the e tent t addressed in, your order for the Hardware Products and nnedi to which this Oracle Hardlwwa Warranty applies,the following Limitations apply- NEITHER ORACIL NOR YOU WILL BE LIABLE FOR ANY INDIRECT, INC ENTAL, SPECIAL, PUNITI1VE,ORCONI QUENTIAL DAMAGES,OR ANY LOSS OF PROFITS, EVE.NUE,DATA,OR DATA USE ARISING UT OF O,R RELATED TO THIS VVARRANTY H, EVER THEY ARISE, WHETHER IN CONTRA T OR TORT,OR OTHIERWISE, YOUR EXCLUSIVE REME AND ORACLE'S ENTIRE LIABILITY F BREACH Of WARRANTY SHALL BE: (A) THE REPAI OR, AT ORACLES OPTION AND PENSE, REPLACEMENT OF THE DEFECTIVE PRODUCT, R If SUCH REPAIR OR RIEPLA MENIT IIS NOT REASONABLY ACHIEVABLE, THE REFUND F THE FEES PAID TO 0 ACLE FOR THE DEFFEC-TIVE PRODUCT,, OR fB) THE REP FORMANCE OF THE FiCIENT HARDAIARE-RELATED SERVICE OFFERINGS; OR, IC) ORACLE CAM SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLYIN SEASONABLE .dot I ER, YOU MAY END THE DEFICAENT HARDWARE-RELATED SERVICE 0 ERINGS MID ECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT HIARDWI E-RELATE SERVICE OFFERINGS. TO THE EXTENT NOT PR47JHIBITED BY LAW, THESE W RANITIE ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRA.NT11 S R, OUDITIONS 1114CLUDING AINY WARRANTIES OR CONDITIONS OF MERCHANTABIL I Y NESS FORA PARTICULAR PURPOSE. F. Technical Support Technical support consists of annual technical uppo services you may have ordered or will order for the programs andfor hardware, including port ren -als.. Support must beord,ered pursuant toa valid End User License Agreement such za these Hard, are STCs.With respect to technical for software products, bug fixes,securit, Axes and any u ates received shall be provided under the terms of the licenise,agreement that Yo accepted upon.ore ring tithe programs. If ordered, annual technical suppo f,including first year and I subsequent yearsi for programs is provided Linder Orarle'stechnica upport policies in effect at the inie the services are provided- The technical s,upport policies, into,, rated herein, are subject to chat eat[gacl--'sd,iscretio,n"ha%,ever, Oracle policy changes 'wi'1111 n result in a material reduction in It level of services provided for supported programs during penod for which technical SUpport has b enordered. Yous,houldreview the polides prior to enteri g into an order for the applicable services. You may access the current version of the technical pportpolicies at http:Y,www.oracl;e.comius,;s,up rtlpoliciesfindex.ritnil- The technical support polio, s state that, "global customer support services and ystems are not designed to accon,rmodrate sp l security -controls that may be required to store or rocess certain types of sensitive data."Ac ordingly, as stated in the technical support policies, You a ree not to submit iny health, payment ,rd., or other controlled or,sensibve data that require protectio greater than those specified in the racle Global Customer Support Secunty Practices to Oracle as art of any service request. Soft are Update License&Support(or any successor technical su ppoirnt ring to Software Update Lic se & Support, "SULS'") acquired with your order may be renewed: an ally through a resel[er d 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, tile Sam number of Iiicens for the same programs as contained in the anginal order; the fee for SULS for e second gene, �al yearwill not increase by n,,,,ore than 4%over the prioryeans fees.. If you elect notto urchase to n ical support at the time th at the program is ordered,then you maybe req 0ired to pay reinst, ement f -sin accord ance with Oracle's technical'support pro cites in effect at the time of rein statement you Page SERIAL 180233-RFP EXHIBIT E cI,d,e to purchase se technical support at a later date. Technical support for programs Nis effective upo, S ment of tangible media or upon the effective date of the order if sh ipment of tang ib 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 &ipport PoNcies In effect at the tirne the se Z��zesare ." matenal�7 provided. ' Liagree to cooperate with Oracle and provide the access,resources, personnel, information, nd consents that Oracle may require In order to perform the 1�ervices. The Oracle 7 Hardware an Systems Support Policies, incorporated herein, are subject to cha eat Oracle's 0 c a discretion; how- ter, Oracle will not materially reduce the level of services provided' uring the period for which Oracle rdware and Systems Support has been ordered. Yof..i should 'view the policies prior to entering into n order-You may access the current version of the Oracle H -ware and Systems u e e of" e Oracle Ora Support PoNcies a http:t,,www-oracle.conitusisup,port�lpo,llci--s,?inde.,,,.html. ie technical support po,W,esstate that,"glo I customer support services and sr.�terns 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 polic,ies, You agree not to Lib mit any health, payment card, or other controtled or nsitive data that require protections great than those specified In the Oracle Global Customer SLIP rt Security Practices to Oracle as part any semice request. 0 Oracle Hardware and Systems S port acquired with your order by Lie renewed annually through a reselllier that is expressly aUthoriz to distribute support rene, ads. The order with Contractor witl specify your Oracle Hardware and stems Support fee for t first renewal year should you renew Oracle Hardware and Systenifs Supco or the same system ,nd sarne configurations as contained in the original order;your Oracle Heirclware.'°qnd Systems Sup rt fee for the second renewal year will not Increase by more than 4% over the prior, ar's fees. If, u elect not to purchase technical support at the tirne that the hardware is ordered, t n you nyi y be required to pay reinstatement fees in accordance with Oracle's technical support . icier i _ffect at the time of reinstatement if you decide to purchase technical support at a later date. T. h ' al support for hardware is effective upon delivery of hardware or upon the effective date of the 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 spe cIfied in the order)rafter 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 �q, and,at any tin me thereafter, reinstate pport by executing a order for such services with Contractor. If you decide to rein state such supp rt,you ryi u st pay a re insta me n t fee. The rein statern ent fee sh al I be the amount that would have b vn paid by the ordering activii , r th e past su pport period had such support not lapsed. In addition t the reinstatement fee described i the preceding sentence,you must pay the support fee for the ne r support period quarterly in arrears i accordance with the order.This technical support fee for the -ew support period is computed as fooll - : (i)If support Lapsed,then the support fee for a twelve n nth support period shall be the last annua support fee you paid for the relevant program anrbw ardware system; (i i)If you never acquired tech 'cal support for the relevant program aincliorriaQ Ee system, then the annual support fee shall be th fee that would have been charged if support h been ordered originally for the relevant program an . r hardware systern per Oracle's Support p ing policies in effect at the time of reinstatement- Ren I adjustments may be applied to the an al support fee described In fj.i and(ii)above- G. Intellectual P operty Indemnifir-ation If someone rakes a clairn against you or, Oracle ('Recipient which may refer t you or Oracle dependin upon which party received the Material) that any Information, design, specification, instruct , 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 Mateh 'and used try Recipient infringes its intellectual property rights(inc[uding U.S_or foreigin patent,trail nark and co right), the Provider will indemnify the Recipient against the claim to the extent permitted , law if Recipient does the following: acle Hoi rd-n-qrt I Communiti4s,Supp lementh],TiErms and,Condition,v041 818 F.77 SERIAL 180233-RFP EXHIBIT E ■ notches the Provider promptly in writing, not later than 3,0 days after the Recipient receive 'c e"-"e re notice of the claim; ■ Gives th e Providercontrol of the defense, Wth input from Recipient, and any s/ettleent negotiations;and IN G i'-.'e" the Prove der the information,authority, and assistance the Provider, needs t defend'or ga in s ,settle the claim. If the Provi�d, believes or it is determined that any of the Material may have vitiated s /,,one ekes "' '-I e""es 0r intellectual pr erty rights, the Provicler may choose to either modtfy the Material to ?non-infringiing t 1�whlle s,u bstanti ly prese rN��iri g its utility or fu n ction allty)or obtain a license to allow r continued use, or ff these altema'ves are not commercially reasonable, the Provider rnay end e license for, and require return of, t applicable Material- If you are the Provider and such re rn materially affects b.It Contractor's ability to ieet its obligations under the relte-vant order(e.g., inipaii Contractor`s ability to pe rform due,to a work to ment,schedule or c ost im pact),then Contractor y,at its option and upon or writte ,n 30 days pn n i,o e, request termination of the order. . The Pro, der will not indeninify the Reopient if the KeciipientN Iters the Material or uses it outside the s, pe of use identified win the 7 M 4 Provider's user documental n or if the Recipient uses, a version of e Materials which has been jr superseded, if the infringerne, dairn could)rave been avoided b,y u g an unaltered current version le c of the Materiall which was provil d to the Redpient, ,or if the Reci p Tit continues to ruse the applicable to Material after the,enid of the Ncen to use that Material,The Pro, der will not indemnify the Recipient to the extent that an infinjngementcl, is based Upon any infornif ion,design,specification,instruction, software, data, or rnaterial not furnis, d by the Prooder. Or ,vale will not indemnify you to the extent that an in fingement claim is based upoXlithe combination of ny Material with any products or services not provided by Oracle. Oracle will not i ernnify you for' ringernent caused by you r actions against any third party if the Oracle program(s)as e[ivered to, u and used in accordance with the terms of the order and these Hardware STCs would of othe se infringe any third party intellectual property rights. Oracle wwill not in cle nintfy you for any i n)g,e ent c la im that is based on:f'11 a patent that you were made aware of prior to the effective dal your order with Contractor (pursuant to a claim, demand,or notice 11:or(2)you r a ct ons prior to th, ff ective date of your order with Contractor. Notwithstanding the provisions of the parag ph al, e and with respect to hardware only, if Oracle beheves or it is determined that the hard- I re f'or po ' n thereof] may have violated a third party's intellectual property rights, Oracle may oose to eithe'replace or modify the hardware f'or portion thereof'i to be non-ini'hingirig f�while sub ntally preserving s utility 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 ereof.i and refund the neNllookvalue. N In the event that the Material Separately Licensed Third Pa Technology and the associated Separate Terms do not allow -irmination of the license, in lieu of- cling 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 licen, fees You may have paid to Oracle fort For claims related to ardware, if you are a current subscriber to Oracle tec ical support services for the operating syste (e.g., Oracle Frem ier&j pport for Systems,Oracle F're mi Support for 0 peratin g Systems or Ora Linux Premier Support), then fo,r the period of time for ich you aretwere a subscriber to th applicable Oracle tech ni ca I support services(I)the phrase"Materi "under this section shall include ie operating system and the integrated software and (W)the phrase - ograrnfs)"in this section is r laced by the phrase 'program(s) or the operating system or integr , d software (as applicabll ' f'i-e.,Oracle will not indemnify you for your use of the operating system a for integrated softaaar when you areANere not a subscriber to the applicable Oracle technical supp , servicees). standing the foregoing,with respect solely to the Oracle Linux operating systems,0 cle will not incle ntfy you for Materials that are not part of the Oracle Linux covered files as at h .:.R°www.oracle.conitlisosupporUl�,,brar,(Ienterp,h,se-li�nux-indemnifi�cLgtjo,n-D69347.p,-d,f. r,hcl,e Hard-n-airt T'S Communiti4-,Supplement.,k],Terms indCoaditions,v041818 Page SERIAL 180233-RFP EXHIB17 E is section provides your and Oracle's exclusive remedy for any infringement claims section n it c'3i"ns L Put t IIVE d' image s. H1. INEIT R PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUt IIVE, OR C JSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVEt4UE, DATA, 0 DATA USE. C 4TRACTOR'S MAXIIMUM LIABI1LIITY FOR ANY DAMAGES ARISI114G OU OF OR RELATED TO AN ORDER ISSUED PURSUANT TO THESE HARDWARE STCs, W ETHER IN CONITRAC R TORT, OR OTHERWISE, SHALL BE LIIMITED TO THE A THE FEES T R YOU PAIDR SACTOR UINDER THE RELEVANT ORDER, AND IF SUCH DAM GES RESULT C I R FROM YOUR SE OF PROGRAMS, HARDWARE, OPERATING SYSTE , INTEGRATED SOFTWARE OR ER VICES, SUCH LIABILITY SHALL BE LIMITED TO TH EES YOU PAID CONTRACTOR R THE DEFICIENIT PROGRAM, HARDWARE, OP ATING SYSTEM, INTEGRATED SOF ARE 47JR SERVICES G,IlVlt4G RISE TO THE LIABIILIIT R THE S C y H S T D E T 43 T A M I H EE I jP ATJ� ARE 1711 �BIILIJT.rating system, g or /n n m any 11. Other 1� You may notassi�gn or s or give or transfer th,e programs,the operating system,the integrated vid,ual:or entity. If you grant a software andforany servi s or an interest in them to another in7r, tj e ro. security interest in tine P j �ms,the operatin,g system,the irate ted software and)oir any services delliverables,the securedhas no night touseortransfer e programs,the operating system, cl� the iintegrated softwarecl� `I any services deliverables and if you decide to finance your acquisition of hardware, program andhor any serdoes ,y <a will follow Oracle's policies regarding, finani6rig which are at hftp:1/oracIe4.4 oryVcontracts. Thief egoing shall not be construed to hirnq the rights you ryiayo,thierv�rise have%Vritl,I stectto the l-iin oper,.gt:ingsy,teni, tiiijrdp,artitechnology or separate works licensed under o pe source or siIn, a r license ternAs. 2. In entering into an order under the contra t, you gree and acknowledge that you have not relied on the future availability of any hardware, p 9 ni or updates. However, f,a j if you order technical support,the preceding sentence does not rei ve Oracle of its obligatron to provide such technical support under the relevant oFder, if and,wh , vailable, in accordance with Ora6e's then current technical support policies, and f'b)the pr dinic sentence does not change the rights granted to you for any prog ra ni licensed under the rder, 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 iindhwidual with disabdities consis nt with the applicable provisions of the r i Architectural anclTranspo,,,, t a io Barriers Compliance Boar standards setoutin 3&CFR Part 1194 (kno-awn as erection 50a')e - hie as of June, 2001,or the r vised version in Appendix A (known as 'Revised Section -bOa", e ff ct'-"7' as of January, 2018 d a the Web Content Accessibility Guidelines(WCAG)versi �2-Ole",�'e�A.A,respectivel,y,isindic-ate by the dependencies,comments and exceptions(souse c which may be significant,if any)noted on e applic able Voluntary Product 0 0- Accessibi#ty Templa:t � (VPAT) available at w-,vv.oracle.comiij sic orate.laccessibility for each product,when they re used in accordance with Oracle's associated ocuments and otherwri-tten inforrriation, and vid,ecl that any assistive technologies and any,th products used with them properly interop ate with them- In the event that no VRAT is availais, for a particular Orac,le product,pleas contact the Oracle A ccessi bdity P rog ram(,'fffi ce at a ccessi —ww@oracIe.co,rn. In some cases he outgo me may bee that a product is still being evaluated fo ccessibility, may be scheduled o meet accessibility standards in a future release, or may not b- mhedlulecl to meet accessib' ,y standards at all. Ora6e- customers may call Oracle Support a 1.800 '123.1711. Hearin Limpaired customers in the U.S. who wish to speak to an Oracle SUPIP 'repie�sentative may - e a telecomni uN cations relay service (T Rr"7')- Information about :RS available at 0 scheduled c Hearin e e y-n d n c 'e 'L -e d e t _1m a p 0 te h 11 re e n e 0 c 'u ac cessibility nj cis q to lu a He ry e e M cor n'a c t e n t n n1 a I htt and a list of telephone nulln�!-S is\a�,ailalzjle at h s,:.��;�www.fcc.go,.,Ip�,eneralheleconini�inicatons-relay-ser-��ices-d�,rectort. IntemationK hearing i P I r I er_ 'M cus 10 u paired custonners, should use the TRS at +1.605..224.1837. An Oracle Support era e 11 I e ton er _p" to t_ service m k "al,__u respond to technical ical issue s ac cord ing to the standard sereioe a e _" ""t" is yc e � �'ut future a n y comm itmen Is about future product directions, including plans to address accessibility r the ,hcl,e Hoird-w.q -U1, -041818 C ra 1.H rt 5 Comm=64,Supp lemental,T� ,ind,C ondition,v SERIAL 180233-RFP EXHIBIT E va I abi lity of%,PATs. Prod u ct direction remains at the sole discretion of Oracle.cle- No other temi c dit ons,state menu or any other su ch represAantatio,nsregardiingo,rrelatedtoaccessik),ilit�s, 11, ap to the 0 ra 6--products provl ded under these Hardware S TC s. 4. Intern Protocol version 6 JI1Pv6) Prior to ny customizations,the Oracle p,roductfs) and service(sj to Ixe- delivered P,ursL nt to the contract e capable of accommodating Internet Protocol version 6 (IP,-.,6)solely t the extent defined and noted in the relevant product1service documentation available at oracl, corn. Please note that suc capabilities are subject to the dependencies, comments and exce ions (some of which may be 'gilificant, if anyj noted in such documentation,and require that racle product(s) ,,n or _n-L r 0 'la e f If de livered 0 t e I an e I r 'e 0 r e r c that d a e e c I I' 'I c I 0 e u r't c 0 sL n h'k t e n e I I r r P' a c- t r a re qu,r_ t and service(s) used in accordance with Ora6e-'s associated documents and other written Wo,miation and at any other products property interoperate with th 'I- If no relevant proAducVs,ery ce doc ientation is found addressing Pv,6, then Oracle ni a s no representatons as to the capabilitie s the productisenvice in question to accommodate 1 °6. Oracle cannot rake any cornwiltments a t future product directions, including plans t address IPv6. Product direction remaiins at th, sole discretion of Oracle. No other to 9, conditions, statements, t I v , P 11 I'v requirement-, or any othe, such representab,ons regarding or rel d to IPv6 shall apply to the , d Oracle products and service to be delivered plirS,Ulan H7c wa re STCs 5. Export laws and regulations o she United States and any o�Ker relevant local export laws and regulations apply to the prog�ranmi nd hardware(including Oy integrated software and operating e of the programs (lilcluding technical syste m(s)). You agree that such e ort.laws govern you r)A, data), hardware (ind:uding any int ated software angry operating systern(s)) and any services deFveerables provided under your ord and you agr to comply with all such export laws and regulations (inc,luding 'deemed export' id "deeme re-export' regulations). You agree that no data, inforniation, program,hardware (inc ding an integrated software and operating systeni(s),i anctfo,r materials resulting from services ( d ir t product thereof) will be exported, directly or indirectly, in v oration of these laws, or 'will used for any purpose prohibited by these laws lilcluding,without limitation,nu6eear,chernicaV r No lo•gical weapons proliferation,or development of missile technology. You shall include the 1111 , ing notice on packing lists, coniniercial invoices, shipping documents and other docurnei invol� d In the transfer, ex W. or re-export of the programs and hardware (including an'I integ,ra"te softwar- and operating syst--mf's)): 'These iing any integrated software and operating commodities, technology, software,or r are f'incS-0 -A in acc - N tion Regulations and'system(s)) 'were exported dance with U-SAExport administration applicable export laws.Diversion ntra .go hcable e port laws is prohibited- 6. Oracle, as the owner of the int ectual pro erty of the progr i licenses and the technical support services, is a third party be ficiary of the contract and in orders for Oracle products issued pursuant to the contract, b does not assume any of the Orac authorized reseller's obligations thereunder. 7. The Unifo,mi Cornput Inforniation Transact ons Act does not apply these Hardware STCs nor any or placed pu avant to thern- 8. You understand at the Contractor and Oracle's business partners, incl u ', g a n y third party firms retained by yo to provide computer consulting services, are independent f Oracle and are not Oracle's age s. Oracle is not bound by any act of any such entity,unless i e entity is providing servic,es a an Oracle subcontractor under an engagement ordered directly wit Oracle. 9. You m y order trial programs, or Oracle may include additional programs with our order wlth Cont tor which you may use for trial, non-production purposes only. You may use the trial fu pro, ams to provide or attend third party training on the content andt0,or func lity of the p, grams. You have K days from the dellvery date to evaluate these programs. If yo, declae to se any of these programs after the 30-day trial period,you must obtain a License for such , ograryis from Oracle or an authorized distributor. If you dec ide not to obtain a license for any program i after the 30 day trial period:, you MR cease using and delete any such programs from your con uter micl,e Hoirdn-qrt US Communiti4s,Supplemental,Ttrms and,Conditions,v041818 Page 7 SERIAL 180233-RFP EXHIBIT E s tents. Programs licensed for trial purposes are provided 'as is' and Oracle does not provi tec n ical support or offer any warrantes for,these prog ra,ms. 10. (Dracl may include cle additional programs on the h ardware(e.g., Exaclata Storage Server so -are). You ar- of authorized to use those programs unless you have a license specificallygra ngyo,u the right do so; however, you may use programs for trial,non-producton purposes f up to 30 days from e date of delivery provi,cled that such use is subject to the tens for trial ograms in the contract, ' cluding these Hardware STCs. 11. Unless others agreed in an order, upon 45 days wh'tten notice and no more th, n once annually, Oracle may audit ur use of the programs. You agree to cooperate with r le's audit, provide reasonable assistar e and access to information- Any such audit shall not u reasonably interfere with youir norrnal tau es operation�s. Oracle shall comply with reasona e security and safety 3 n u c e 0 t m 0 n e p:s torage e f f pur poses a acr c a tr e e a r y''g s I e f ra 0 n'ay in c so "t auth orized 0, r, d from r t"ct no more re th, n once u' u' th e a,d t t e a' b' e pr N -I w' a'I n P n'o ly t na n an a ruies, policies, and pry edures ('securitj rules") while performing a n y ch/au,d�t, provided that �o such security rules are k plic-able to the performance of the audit �yol make such security rules y available to Oracle,prig t�the co,mrnencew�enA of the audit: and suc .security rules do not modify or amend the te rm s a na co :itions of the contract or the applicable VIder. You shall be responsible fe re for paying any underpaid a��Iated to use of the programs. C ,tractor may assign its right to audit you r use of the programs, Orade If the Contra ,eisits right to audqt Your,use of the programs to Oracle, then Orac,11 shall not Lie responsible f or iny costs in c urred by either you or L Contractor in cooperating with the Lid it. 12. Upon termination of a program licenskj, YOU are require . discontinue use an,d destroy or return to the Contractor all copies of the pr� ran s and pr rani clocurn entation associated with the terminated License. 13. Source code may be delivered as part f 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, nd Ruies, the applicable order, the contract and the applicable prog ra ni docu mentation- 14. Oracles Applications 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 Applications Licensiing Table at http--Ilo,racl;e.com!co,ntracts. 15. Oracle's License Deflinitions and ules are incorporated h ein and attached hereto as Exhibit A. Oracle's Integratec! Software ptions License Definitions ules and Metrics are incorporated herein as Exhi:bit C. Tennis f Oracle So,lahs are incorporate herein as Exhibit D. 16. If any provision herein or culment incorporated by reference into ese,Hardware STCs,including the License Defnitions anid Rules and terms included andlor r ferenced therein, contains a provision (a) allowin or the automatic termination of %your, techia al support services; or, (b) allowing for the auto latic renewal of services and!or fees,then, such rms shall not apply. 17. Products and S vice Offeiings deliverables are not designed for or sped, ally intended for use in nuclear fadlitie or other hazardous applications. You agree that it is Your .1sponsi,bility to ensure safe use :1 ducts and Service Offerings deliverables in such applications.\1%, 18./Fo,rsoft re (ij that is part of programs, operating systems, integrated so re or integrated and soft-war options (or all four) and (ii) that You receive from Oracle in binary fo, and (iii)that is ft licens d under an open SOLLIrc e license th at g ives You th e hg ht to recekie the sours code for that 'a 0 bill y,You 'may obtain a copy of the applicable source code from https:,'-1oss.oracIe.. nvepources! Y or it.ii):);www.oracle.conilaot�olo�l�e.ns�3urrecode. If the source cote for such sofirw not r ror v't to o-v�ded to You with the binary,You may also receive a copy of the source code on ia " ",tt, by su bm�tti n�g a,written reqUeSlt PL]rsuant to the instructions in the 'Written Offer forle section of t section of the latter website Ha rdixiq r*�USC...um�i6,eF,Supp lemenct],Term ,uad,C oadidoa,v041 8 18 p�. I SERIAL 180233-RFP EXHIBIT E (DI „AVC �.nnasiitiin`srk DUPlllUinfr��:a 0R.ACLE HARDWARE US COMM UNIT IES SUPPLEMENTs`AL TERMS AND CONDITIONS v03281 THESE ORACLE HART?tiW,."ARE., PNO43RAMS AND SERVICES US COMMUNITIES ("USC''') SUPPLEMENTAL TERMS AND CONDITIONS (-HARDWARE STCs") SHALL APPLY' TO THE ORACLE HARDWARE,PROGRAMS A NDf OR SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (THE "CONTRACTOR"). THESE HARDWARE STCSSHALL TAKE PRECEDENCE OVER. ANY CONFLICTING TERMS IN ANY NON-ORACLE ORDER OR ORDERING,UOC7dMENT14N.THESE, HARDWARE STLS ARE CONSIDERED PART OF THE, SCHEDULE OF SUPP'LNESz'SERtlICES IN YOUR ORDER TO THE CONTRACTOR. A.Definitions- "You"an,d'Your"refers to the ordering activity that has ordered)programs,hardware andiorserviuces, from an aJthorized distribufor("Contractor")under the contract. The terns"ancillary programs"refers to thii ti party matertais specified in the program documentation which may only he used for the purposes of installing or operating the programs with which the anclVlaryprogranms a,re delivered.. The terra"contract'refers to the Contractor's US Communities contract.. The ternm'integrated software"is defined as software embedded to the hardware which is essential to hardware functionality(e-g..firnnware).. The term integrated software options'refers to software or programrnabie code embedded In, installed on,or activated on the hardware that re-quires one or nnore unit licenses that You must separately order. Such separate order will set forth the fee;for the integrated software options You are ordering. Not all hardware contains integrated software options,please refer to the Oracle Integrated Software Options License Definitions_ Rules and Metrics accessible at lattpl;o.racte_cnmtcentracts (the "Integrated Software Options License Rules")for the specific:integgrated software options that may apply to specifilc hardware..Oracle reserves the nght to designate new software features as integrated software options in subsequent releases and that designation will be specified in the applicable doz-umen'ition and in the Integrated Software Ophons License Rules. The tern- `operating systenn" refers to the software that manages hardware for programs and other software. The terra 'pra•ducts refers,to programs,hardware,integrated software and operating system. The terns "prograrn documentation" refers to the program user manual and program iinstallaton manu:al's. The term'programs„refers to the software products, owned or distributed by Coracle,which,you have ordered, including program documentation, a:nd any program +u;pdates acquired through technical support. The term"services'refers to technical saupport seer ices which you have ordere-d.. The terns"hardware`refers to the hardware equipment,including components,options and spare parts- The terns 'hardware docurnentatiian" refers to the hardware specifications, user manuals, and installation nmanua;ls,.Hardware documentation is delivered smith the hardware andlor provided online_ Oracle Ii�rdwgre US Communities 1,uppliemea ml Terms and f o ditiam N-032819 Page SERIAL 180233-RFP EXHIBIT E 13, Hardware Composition Your hardware order consists, of the foltowing items: operating system (as defined in your configuration), integrated software and all hardware equipment (including components, options and spare parts)specifted on the applicable order.The hard wareequipment 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 4un,less other-wise specified in YOULIF order with Contractors, limited Fight to use the programs and receive any services'you ordered solely for your internal ordering activity operation,,, 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 limitation,outsourcers)to use the programs for this purpose and yoLi 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 internal,business operatons,such,use is allowed. You have the right to use the operating system delivered with the hardware subject to the terms of the license agreement(s) delivered with the hardware. Current versions of the license agreement(si, are located at.......h .,1to You are licensed to use the operating system and any operating tlip.. _r fq��L! system updates acquired through technical sup port onity as incorporated,in,and,as,part of the hardware, 'You have the limited, non-exclusive, royafty, free, nontransferable, non-assignable right to usse integrated software options that You separately order subject to the terms,of these Hardware STCs. the applicable documentation and the Integrated Software Options License Rules; the Integrated, Software Options License Rules are i'ncorporated,in and made a part of these Hardware STCs. You are licensed to use those integrated software options, and any integrated software options updates acquired through technical support orify as incorporated in, and as part of, the hardware. To fully understand Your license right to any integrated oofbware options that You separately order, You need" to review the Integrated Software Options License Rules. In the event of any confii�ct between the Hardware STCs and',the Integrated Software Options,License Rules,the Integrated Software Options License Mules shall take precedence. You. have the 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 Gracie License Definitions and Rules,the order,the contract and the program documentation. You are licensed to use such integrated software and any integrated software updates acquired through technical ,LJppGFt Only as incorporated in,and as part of the hardware. The operating system and;o,r integrated software may include separate works, idenffied in a readme file, notice file, or the applicabVe documentation, which are licensed Linder 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 can be found in the readme files, notice files or in the do-cementation accompanying the operating system and integrated software- For GPLv2. LGPLv2.1, GPLv3 and, LGPLv3 licensed code received by you as binaries on physical media., if you would like to receive a copy of the source code ('source code') on mecla via postal service,submit your written request at<I-ittp:Aloss.orac le.conifse—.tpD2-a:o_pen,e,ourr ei code:-.Alternatively, you can mail your written request to Oracle Corporation, Attn: 'VP of Legal', Development and Engineering, 500 Oracle Parkway, MS-50PIO, Redwood Shores, 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 sentwithim three f3)years of the date of Oracle's last delivery of the Ornd,e Hqxdware US Communitie,Supplemeuchl Werra:rhud Condition,vO32819 Page 2 SERIAL 180233-RFP EXHIBIT E applicable product. This offer only applies if you received your operating system andtor integrated software on,physical media- The hardware shall be installed in the country that you specify as the delivery location on, your purchasing document or when your purchasing document does not indicate a ship to address. the location specified in the order. D.Ownership and Restrictions Oracle or its 11censors retain all-ownership and intellectual property nights to the programs,the operating system, an-d integrated software- Oracle or its Licensors retain all, intelilectuaE property rights to the hardware.Oracle retams all ownership and,intellectual property rights 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 die operating system, integrated software and any other programs,and risk of loss ordamagesto the harchwarewill pass friar Oracle upon delivery in accordance with the relevant Incoterms 2010. Title to and ownership,of the programs, the operating and integrated software shall not pass to you or to a third patty title to and ownership of the programs, the operating system and integrated software,shalt remain Wth Oracle,.You mayrnake a sufficient number of copies of each program for your Incensed use and one copy ofeach program media. Thilrd party technoibgy that may be appropriate or necessary for use with sonie Oracle prograrns,is specified in the progranii clOCUMentation;or readme Ales or notice files,The parties acknowledge that the terms of the contract orthese Hardware STCs do not apply to such third party techno1bgy,, The hardware is not specifically designed.manufactured,or intended for use as parts, components., or assemblies,for the planning, construction, maintenance, or operatlon of a nuclear facifity.. Use of the 1-lard-ware for these purposes is prohibited. You acknowledge that to operate certain hardware your facility must meet a minirnum 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 labelis on the operating system or integrated software" • make the programs, operatlng 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 speclfic program license, operating,yste n-3,integrated software or materials from the services,you have acquired). • cause or permit reverse engine-ehin,g(unless requilred by law for interoperability),dis,assembly or, decompliatio,n of the operating system, integrated software, or programs (the foregoing prohibition includes but is not limirted to review of data structures or similar materials produced by programs),operating system or integrated software: • make copies of the operating system or integrated software except for archival purposes, to replace a defective copy,or for program verification;or • disclose results of any program and?or hardware benchrrArk,tests. E.Waffanties,Disclaimers and Exclusive Remedies Forth,e sake of clarity,this is the Oracle,manufacturers warranty;nevertlteieess,it shall be accessed by you through the Contractor. Oracle warrants that a program llcensed to you will operate in all matenal respects as,described in the applicable program documentation for ane year from delivery(i.e.via physical shipment or electronic OracleHardivare U5 Comm-unities SupplementmIlermas andCanditirons,-rl)32819 Page 3 SERIAL 180233-RFP EXHIBIT E PRODUCTS,OPERATING SYSTEM AND INTEGRATED SOFT-WARE,AND PROGRAM ERRORS. Oracle provides a limited warranty(,'"Oracle Hardware Warranty")for(i)the hardware,(ii)the operating system and the integrated software and the integrated software options, and(Jii)the operating system me-cia,the integrated software media and the integrated software options media('media",and (NI, (ii) and (iii coli 'Hardware Items').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 90days from the date the media is delivered to You.You may access a more detailed description of the Oracle Hardware Warranty it ('Warranty Web Page-"), Any Changes to the Oracle Hardware'Warranty specified ori the Warranty Web Page wl1l not apply to hardware or me&i ordered prior to such change The Oracle Hardware Warranty applies only to hardware and me-6a that have been (1) manufactured by or for Oracle, and (2� sold by Oracle (either directly or by in Oracle-authorized distributors.The hardware may be new or like new.The Ora6e Hardware Warranty 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,bke-new which have been remanufactured and certlfied for warranty by Oracle You, ri access a more detailed description of the brnited hardware warranty it P ro, h i i,d.x.p trn ('th,e warra n ty web page'). Any c ha niges. to the ha rdware warranty details specified on the warranty we LN page wail not apply to hardware ordered prior to such change. Part., or components which are replaced under the applicable warranty may not be new. Title in all defective parts'which are removed from the hardware under applicable warranty shall transfer back to Oracle. No warranty will apply to the hardware products, operating system, iniegrated software or media which has been: L modified,altered or adapted without Oracle's written consent(including modifi,cation or removal of the OracleiSun serial number tag on the hardware), ii. maltreated or used in a manner otherthan in accordance with the relevant docUmenta6onl iii, repaired by any third party in a manner which fails to meet Oracle'squafty standards; iv. ji-riproperly installed by any party other than Oracle or an authorized Oracle certified installation partner; v. Lisecl with edl ui pm ent or software not covered by the warranty,,to the extent that the problems are attributable to SLI c h use; vi. relocated to the extent that problem s are attributable to such relocation; vd. used directy or indirectly in suppot'ing activities prohibited by U.S. or other national export regulatons; vjii. Lised by parties appearing on the most courrent U.S--exportexcl,usion list; ix. relocated to countries subject to U.S-trade embargo or restrictions, x. Lised 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. Onqcll,Hardware US Communiri,3 Supp1@m4?uvfl Terms and Conditions V03:819 Page 4 SERIAL 180233-RFP EXHIBIT E This Oracle Hardware Warranty does, not apply to norrrial 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 eventthat title to the hardware product stransferred. Oracle also warrants that servIces will be provilded in a.professional manner consistent with industry standards.. You must notify Oracle of any services warranty deficiencies within 90 days from performance of the clefi6lent services.. To the extent not addressed in your order for the Hardware Products and media to which this Oracle Hardware Warranty applies,the following Limitations apply: NE17HER ORACLE NOR YOU WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR: CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE. DATA, OR DATA USE ARISING OUT Of OR RELATED TO THIS WARRANTY HOWEVER THEY ARISE, WHETHER INICONTRACT OR TORT,OR OTHERWISE, YOUR EXCLUSEVE 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 CAN HOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN, A COMMERCIALLY REASONABLE MAHNER, YOU MAY END THE DEFIICIEHT HARDWARE-RELATED SERVICE OFFERINGS AND RECOVER THE FEES YOU PAID To ORACLE,FOR THE DEFICIENT HARDWARE-RELATED SERVICE OFFERINGS.TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE. ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR,CONDITIONS INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. F.Technical Support Technical support consists of annual technical support services you,may have ordered or will orderfar the programs andior hardware, including support renewals. Support must be orderecl pursuant to a vall,cl End User License Agreement such as these Hardware STCs.With respect to technical,support for software prodLlCtS, bug fires, 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 technical support (including First year and all subsequent years) for programs- Is provided under Orade's,technical support poficies, in effect at the time the services are provided. The technical support polities, incorporated herein, are subject to change at OracfL'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 techinlcal support policies at h cc nshjs(suD rorUgok iesfimdex.him 1.The technical,support policies state that, 'glioba[ customer support services and systems are not designed to accommodate special security controls that rray be required to Wore or process, certain types of sensitive data.' Accordingly. as stated in the technical support pollcles, You agree not to submit any health, payment card, or other controlled 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 offenng to Software Update License & Support. 'SU LS',)aCdUired with your order may Ise renewed annually through a regelle r that is expressly authorized to distribute support renewals.The order with Contractor will specify your SULS fee fo,r the first renewal year should you renew SULS for the same number of licenses for the same programs as contained in the original order;the fee for SJLS 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 reinstatement fees in accordance with Oraclers techrilcal support policies in effect atthe tirne of reinstatement if you Oracle Hardware U C ommunides�upplemental,Ter=n,nrCj CondidDn-,T03:819 Page 5 SERIAL 180233-RFP EXHIBIT E decide to purchase technical support at a later date.Technioal support for programs is effective upon shipirrent of tangible rredia or upon the effective d alp of the order if shipment of tangible media is not required. If ordered, Oracle Hardware and Systems Support (including first year and all subsequeryt years) is provided under Oracle's Hardware and Systems Support Policies in effrect,at the dme the services are pro"Med-You agree to cooperate Wth Oracle and provide the access, resounces,rnatenals, personnel, information,and consents than Gracie may require in order to p-efform the services,The Oracle Flardware and Systems Support Policies, incorporated herein, are subject to change at Orable's discretion; huwever, Oracle wM not materially reduce the level of services provided during the period for which Oracle Hardware and Systems Support has been ordered. You should review the polices prior to entering into an order-'You nray access the current version of the Oracle Hardware and Systems Support Policies at LhttpQff&Xi,orads.comi'us,(s Ii Oie Li[Id M ex. mir The technical support policies state that, M - "global customer support, services and systems are not designed to aocommodate special secuHty conrols that may he required to store or process oemain types of sensayve data.."Accordingly,as slated in'the technioal support policies, You agree not to submit aryy health,paymentoard,or other controlled or sensitive d" that require protections greater than those speoffied in the Orac4e Global Customer Support Secu hity Practices to Oraf,,4 as part of any se rdice request:.. Oracle Hardware and,Systems Support,acquired with your order may be renewed annually through a rese.iler 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 Hardwam-and Systems Support for the same systems and same Configurations as oontained in the original order;your Oracle'Hardware and SysV--rfiB Support fee for true second renewal year will not Increase by n7ore than 4%over the prier year's fees.If you aler-1 no,to purchase technin-al support at the time that the hardware is ordered, then you may be required to pay reinstatement fees in accordance with Oracle's technical support policies in effact at the time of reinstatement if you deoida to purchase technical support at a later dale.Technical supportfor hardware is effective upon delivery of hardware or upon the effectiva date of the order i"shipment of hardware is not required. invoices for technical support services shall be submitted by Comraclor on a quarterly basis(unless other-wise speofied in the order)af,,.er the completion of such period. Notwithstanding anything in Oracles technical support policies or Oracle's Hardware and Systenrvs 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 for such services with Cbntraotor,If you decide to reinsr3le such support,you must pay a reinstatement fee.The n--instatern.,erA fee shall be the arnoum,that-would have been paid by the ordering activity for the past support period had such support nor,lapsed. In addition 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 order.This technical support fee,for the new support period is computed as,follLws: ti) if support lapsed,then the support fee, for a weelve month support period shall be the last annual support fee you paid for the relevant program an&or hardware system; (ii) if you never acquired technical support for the relevant program, andgcr hardware system, then the annual support fee shall be the,fee thatwOuld have been charged If support had been ordered originally for'the relevant program andior hardware systerr, per Oracle's Suppor,pricing policies in effect,at the time of reirstatem�errt. Renewal adjustments rr.,ay be applied to the annual supportfee described in(i'r and(iih above. G..Intellectual Property Inclenirtificaiflon If someone makes a clairn against you or Oracle ('Recipient" which may refer 1:0 your or Orac4e depending uporp which party reoeived, the klaterial# that any information, design, specification, inst-ucton, software, data, hardware or material ("Material"') furnished by either you or Oracle ('Pro°,Acler" which may refer to you or Oracle depending on -which party provided the Material) and used by the Recipient infringes its intellectual property rights ainoluding U.S. or foreign patent, trademark and copyright). the Provider will indemnify the Rezipieni against the claim, to the axlpnt pen-nitted by law if the Recipi+errt does the following: Orarle Hardware US Commumities Supplemental Terms and Condidians V,02319 Page 6 SERIAL 180233—RFP EXHIBIT E a notifies the Provider promptly in writing, not later Iran 30 days after the Recipient receives notice of the Qla im; a Olves the Pnow,iderconirol of the defense, with input from Recipient, and any settlement negotiations;and a C-ilves the Provider the information,authority, and assistance the Provider needs to de5end against or settle the claim. If thee Provider believes or it is determined that any of the Material may have violated someone else's intellectual property rights, the Provider may choose to either mcclify the Material to be non-infdrIging (,while substanuiallypreserving its utility or functionality)or obtain a license to allow for conJnued use,or if these alternatives are not,commercially reasonable,the Provider may end,the license for,and require return of, the applicable Material, 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 ability to perform due to a work sWernent, schedde or cost impact), dien Contractor may, at its option and upon 3D days prior written notice, request termination of the order, . The Prc,"zler w4l not,indern0y the Recipient If the R,neipienl alters the Materiali or uses it outside the scope of use dentified In the Providers user documentation o�r if the RecIplent uses a vefsion or the Materials which has been superseded, If the infringement claim cou id have been avolded by using an unaltered current version of the Matertal wh on was prvvvJed to the,Raoilpient, ,or if the Recipient continues to use the applicable Material after the end of the license to use that Matehal. The Prvvider M111 not indemnify the Recipient to the exlent,that an infiringermam,claim is based upon any in',lormation, design, spenification, instruction, software, d=4, or rnatsriai not finnished by the Provider. Oraole,Will not indemnify YOU to the e�xtem that an infringement claim, is based upon the combination of any Material vvith any products or septa not provided by Oracle. Oracle will not I nderrnrfy you fug infringement caused by your actions against any third pary if the Oracle program(s)as delivered to you and used in acoor-dance%Mth the temis of the order and these hardware ZTCs would not otherwise Infringe any third party intellectual property rights. Cirw,4 wilt not indemnl-y you for any infringement claim that is based.on: I1) a patent that you were made aware of prior to the effective date of your order with Contractor(pursuant to a claim, demand,or notice,'-; or(2) your actions prior to the efecfive date of your order with Contractor. Notwiths,ltandmg the provisions of the paragraph above and with respe-ot to han-Ware only, if Oracle believes or it is determined !hat the hardware (or portion theraof) may have violated a third party's intellectual property rights, Oracle may choose to either replace or modify the hardware (or portion fliereoflj to be non-infringing(while substantially preserving its utility or,furctionalizy�or obtain a right to allow for condnued use, or if these alternatives are not commercially reasonable, Oracle may remove the applicable hardware(or portion thereof)and reund the nary book value. In the event that the Mxehal is Separately Licensed Third Parlays Technology and the associated Separate Terms do notallaw ten-nin�,don of the license, in lieu of ending the license for the Material, Oracle may end the license for, and require remora of, the program associated with that Separately Licensed Third Party Technology and shall refund any program license fees You may have paid to Oracte for the program -or claims related to hardware, if you are a current subscriber IQ Oracle technical support semi for the operating system e.g,.,Ora to Premier Support for Systems,Oracle Premier Support,fear Operning S--Stems or Oracle Linux Premier Support„ then for the period of time for which you are,'were a subscriberm,the applicable Oracle technical support services(i)the phrase"Material'under this section shafl include the operating system and the integrated,sot.ware and (ii,-the phrase"progran7(sr in this section• is replaced by the phrase 'program(s) or the operating system or integrated software fas ap plicalde,'i (i.e., Oracle will not indemnify you for your use of the operating system andior integrated software when you arelwere not, a subscriber to the applicable Oracle technical support ser-Ooes,,. Notwitth stand ing the foregoing,,with respect solely to the Oracle Linux operating system.,Oracle will not indemnify you for Materials that are not part of the Oracle Unux covered files as defined at Oirarle Hardware US Communities Supplemental Terms and Con.ditions vil)32319 Page 7 SERIAL 180233-RFP EXHIBIT E This section provides your and Oracle's exclusive remedy for any infringement clain-is or darnagles. H. NEITHER PARTY SHALL,BE LIABLE FOR ANY INDERECT, 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 STiCs, 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. Off*,r 1. You may not assign orders or give or transfer the programs, the operating sy-slem,the integrated software and,or any services or an interest iin dient M,anodier individual or entity. if you grant a securrf interest in the programs, the operating syslem, the Integrated software a.ncVor any services deliverables, the secured party has no right to use or transfer the programs, the operating system, the imegraled software and/or any services deliverables, and if you decide to finance your acquisition of hardware., programs and!or any seroioes , you will follow Oracle's policies regarding financing which are at The foregoing shall not be construed to limit the rights you may otherwise hawe with respect to the Linux operating 5yaten,,, third party technology or saparateAmrks ticensed under open source or similar license terms- 2- In entering inzo an order under,the contraC., you agree and acknowledge that you have not relied on the future availability of any hardware, brog ra m or up-dates. However,(a i if you order techn ical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the relevant order, if and when available, in a"-z-rdancee-vArh Oracle's Then current technical support policies. and (b)the preop-ding sentence does not change the rights granted to you for ary program, liaensed!Linder the order,per the terms of these Hardware S7CS, 3. Accessibility The extent to which an Oracle product is prior to any custornizations, capabie of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Archneoturad and Transportation Ramers Compliance Board standards set out in 30 CF`R Part 1 t94 (known as'Section 502')effective as of June,2001,or the Revised version in Appendix A(known as �Revised Section 50B') effeobve,as of January, 2018 and,the Web Contem.Accessibility Guidelines CWCAG) version 2-12 level AA, respectively, is indicated by the dependencies, comments and exceptions (some of which may be significant, I any) noted on the applicable Voluntary Product Accessibility Templates ,VFA7) available at for each prodLxn,, when :hey are used in accordance'with Oracle's associated locurnents and other wrnzten infornmation, and provided that any assistrvs, zechnobiges and any other products used vA-.1h thern properly interoperaae with them. In the event that no V?1;7 is available for a pai-joular Oracle product, please contact the Oracle A.,ccessibility Program Crhfice at accessible wwC�rorar-.-!,e.-,-om,. In some oases,the outcome may be that a product is still being evaluated for accessibility,may be scheduled to meet accessibility standards in a ftrture release, or may not be-scheduled to meet accessibility standards at all. Oracle customers may call Oracle Support at 1.900.223.1711. Htearing-impaired sroomers in the O.S. who wish to speak to an Oracle Support i-Wesentadve may use a tele=nmunioadons reia, servine, (TRS). Information about the TRS is available at and a list of telephone numbers is available at International hearing- impaired customers should use the TRS at +i.605.224."937. An Oracle Support engineer will respond to technical issues according to the standard sera-ice request process. Oracle canna:make any commitments aba-AfLiture product di reotions,including plans to address accessibility or the OTacte Hardware US Commum ties Supplemental Terms and,Canditions,032819 Page 8 SERIAL 180233-RFP EXHIBIT E awailability 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 ter the Oracle products provided under these Hardware=s. 4. Intennet Protocol version 13(11'v8), Prior to any oust.,ornizadons, the Oracle produrVsj and service(s) to,be delivered pursuant,to the contract an- capable of acczornmadatirg internet Protocol version 6. (IPv6) solely to the extent d0ned and noted in the relewaryt producvservice documentation available at Please note that such capabilities are subjec•'.to the dependencies, comments and.exceptions (some of which may be significant, if any)noted in su,:h clocumentadon,and require that Oracle product s) and servce(s,'i are used in accordance with Oracle's associated docurrents and other wntten inf,=,ation and that any other products properly htteroperate with them. If no relevant produaservice dcoum,ewjtbn is found addressing IP,4, then Oracie makes no representations as to the capabilities of the prodiuc%eservice in question to acoo m,,mo dale Re. Oracle cannot make any commikments about future product,directions,including plans I.G address Fv6, ProdLIC', direction remains at the sole discretion of Gracie. Pilo other terms, conditions, statentents, requirements or any other such represerytafions regarding or related to EPvO shall apply to the Oracle products and serviops to be delivered pursuant to these,'Hardware STCs. 5. Expert iaws and regulations of the United Stales and any other relevant local export laws and regulations apply to the programs and hardware linoluding any integrated software,and operating system(s)). You agree that such export laws govern your use of the programs(including technical data,'6, has'dware iincluding any Integrated software and operafing srysteni(s)) and any services deliverables provided under your order, and you agree to ocmply-widi all such export laws and regulations rincluding 'deemed export" and 'deemed re-ex.porl' regulationsi. You agree that no data, information,program,hardware(Inducing any integrated software and operating 5,ys e-,1 rn�,and,lor mate,riais resulting from services tor direct, product diareof) vitill be exported, directly or indirectly, in vblajon of these laws, or will be used for any purpose prohibited by these laws including,without limitation, nuclear, chemical, or biological weapons proliferation,or devalopment, of missile technoiagyr. 'You shall include the fallowing notice on packing lists, cornmerciai irywoces, shipping dcoum.,ents and other documents involved in the transfer, export, or re-export of the programs and hardware (including any integrated software and operating syslemys)),. "These commodities,technology, sof-aare, or hardware(including any integrated softwan--and operating system(s)j -were exported in accordance with U,S,. Export ,administration Regulations and applicable export IavvB.Diversion contxary to,appika3ble export laws is prollibilec. G. Oracle,as the owner or the intellectual property of:he program licenser,and the technical suppor 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 or the Oracle authorized resellers obligations thereunder. T. The Unifforrr,Computer Infon-nation 7ransactions Act does notapply to these Hardware 37Cs nor any order placed pursuant to them. G. You understand that.the Contractor and Oracies business partners, including any third pary firms retained by you to provide computer consulfing ser,0oes, an-Independent of Oracle and are nor Gracie's agents. Oracle is not bound by any acts of any such entity, unless the emj7y is providing services as an Oracle suboontraotor under an engagerrem ordered directly Mill Oracie, 9% You may order trial programs, or Oracle may include addirtional programs win your order -Mth Contractor which you may use for trial, none-production purposes only. You may not use the trial programs to provide or attend third party_raining on the contenz,andior functionality of the programs. You have 313 days from the delvery date to evaluate these programs. If you decide to Use any of these programs after the 30-day trial period, ycq-j mus:7, obtain a license for such programs from Oracle or an authorized distilbuton If you decide not to obtain a license for any program after the 3C day alai period,you will cease using and delete any surb programs from.your computer Oracle Hardware US Communities Supplemental Terms and Canditions v032319 Page 9 SERIAL 180233-RFP EXHIBIT E systems. 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 include add itionai programs on the hardware(e.g., Exa data Storage Server softwa re3. You are not authorized to use those programs unless you.have a license specifoally granting you the right to do so; however, you may use programs for trial,none-production purposes for up to 3C days tom the date of delivery provided that such use is subject to the t-m7,s for trial programs in the contracl,including these Hardware STCr,. 11. Uniess, otherwise agreed in an order, upon 45 days written notice and no more than once annually, Oracle mary audit your use of the programs. You agree to cooperate with Oracle's audit, provide rea:sonable assistance and aocss to information. Any such audit shall not unreasonably interfere with your normal business operations, Oracle shall comply with reasonable security and safety rules, policies, and procedures('seourity rules")while pe,r;omr,,,,ing ,any such audit,provided that Such security rules are applicable to the performance of the audit,; you make such security rules available to Oracle prior to the conrmancement of the audit: and such sed,,urity Pales do not modify or amend 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 right to audit your use of the programs to Oracle. if the Comi-actor assigns.its right to audit your use of the programs to Oracle,then Oracle shali not be responsible for any costs incurred by either you or Contactor in coopeTating witi the audit 12. Upon termination of a program license,-you are required to,disoontinue use and destroy or return to tie Cordractor all copies of the programs and program docurnemation associated with the. teniiinated license. 13. Sou roe cods may be delivered as pan of'the standard delivery for partiouiar progranis, operating system or integrated softare; all such source code is subject to,the terms of these Hardware STCs, including the Oracle License Definitions and Rules,ine applicable order,the contraore and the applicable program docurneritaiion. 14. Gra-cle's Applications Licensing liable in effect as of the effective date of your order and is incorporated herein as Exhibit A. You n7iy access the current version of the Applications Licensing Table at h-rp:fforicie com.io mracts. 15. O,racle's License Definilions, and Rules; Oracle's Integrated- Software Options License Definitions, Rules, and Metrics,r and Tem,�s for Oracle Solaris are incorporated herein. You may access the current versions of these dcoumems at ritto J�c raole.o-orrPcontracts. 15. IF any provision herein or document incorporated by reference Into these Hardware STCs,inoluding the License Definitions and Rules and, ternis Included andlor referenced therein, contains a pnD,wision (a) allowing for the automatic termination of your technical support services; or (b) allowing For the aulomatic renewal of services and lor fees,Then,such terms shall not apply. 11. Products and Service Offerings defiverables are not designed for or specifically intended for use in nuclear Facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offehngs deliverables insuoh,applications. 18. For software (i) that is par[ of programs, operating systerns, integrated sultware or integrated software options for all lours and (iie thus. You, receive From Oracle in binary fomr, and (iii3 that its licensed under an open source license that gives',,ou the night to receive the source code for that binary,You may obtain a copy of the applicable source code from or If the source code for such software was not provided 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 Wnl�en Offer for Source Code section of the latter websne. Oiraxl,e Hardware US Communities Supplemental Terms and Condidions VW2319 Page 10 SERIAL 180233-RFP EXHIBIT E EXHIE IT A APPLICATIONS LICENSING TABLE httD;Vwww Lwa-cle.00mig Oracle reserves tb*,right to periodicaUT cbmge the information presented on the website prosided above.-All information-an thn,vrebsite is prise idA 7a,—is"wathant warranty of my mod,tinter express or implied. Oracle Hard rare llS Cam amities Supplemental Terms and Conditions vO32319 Page 11 SERIAL 180233-RFP ORACLE LICENSE DE.FIRITIONS AND RULES v120117 following are mole'standarrd Lireuee Definitieny ar:md Rules,some of which by theia•Ver)-ngtume 'r noV ply to the Oroicle product>mcl ser-;-aces in.your order. Ne'vertheled:,the definitions for the ter { enum Muted herein slu a.lB coutral for tlae tsurposes of any order for Oracle produeta macLor eem,, ces. rmcle Hirdiwgre US f"ammumities Supgleineutal Ter and Conditions v(141818 Pagel SERIAL 180233-RFP ALv License rrniti�ons an:d Rule, P9efinirian•.an Licen>e'aletrics S-V Annual,Ta an=,ction Yoltume: is defureci as one million 1-1.S.Do!an in all purchase orders transacted and all .uctions conducted through the Oracle E. hange Markefpiace by You a.nri others during the-applicable wear of the Coracle Exchan. Marketplace,,xcense,. regardless of Whether- y such,auction results in a purchase order,provided that an auction resulting in a p. chase cider-hall o y be counted aeon-t the ual Tian-action Volume once. Appfica ticn Module, us deed .ProZr m used lnr YOU on a single or multiple computer w. SSE in Aprplic:atiou Annual P.ev. ue: is defined. as one m ion LT_S Dollar, exctndirg tax . processed tbrough the Licensed Program. For Oracle Self-Ser u e E i]ling product.-,.uducz:,the Annual Revenue i eg r=„alert tc the t al invoaced amount for all compan,3, accounts that haxe at least one emo}lted user pex balling period- Aplificatiom Det•eloped: a definer-as�"d fharare Program dea•eloped dw Ycat that ape en on mart-phone-;m&or other end ener dev~lee:said that(r)gaeaamdes end a ers vvddt ce^M to cor tent ar dir;°r prcc,rder end.0 errrrtla said nisi transaction enablement or(in) otheravise enables use by end users offimctr� v LIAIM'e through the Oearl�purr; � Program. Apphemdon,i' er� Ls defined;a. an individual mir4k,oytzed by You to use the; ,plrcab+e l cen ed application,programs much are iarstalled oar a.^..angle per urea or on mn°npte.er v-ers redle-s of,rhetiver the' mE^adaatil is sari rely tutine the Programs of arras gneas time. If You iacen,e the Oracle Self Sea v;•ce Worku.Re e st option in couj ran with Oracle Enterpri,e Asset Rlanagememt.'.fan, are required too-maintain licenses fat the egrus-alent n unla of''pplrca_tti LT-er hcensed and Y'arr are granted tau invited aces,to initiate work request, view wrork request status and vie schedul' corupletion dates for Your ertrre employee;population. Application Users licensed£or Oracle Order Management,are lion ,to manually enter orders directly into the Program-but any orders entered ele womca lady firma other sources must be license parately. For Oracle,S s cine.Oracle Fusion Sourcing,COra.cle, iSupplier Portal, Oracle Fusion Supplier Portal. £Oracle Sere Pxocurement, PeopleSoft e5upp;rex Connection, PeopleSotfa S1373teerc SornCillg. PecpyeSatt Supplier Contract Managem t are JD Edwards Supplier Self Service Programs, use by Your external suppliers r-included with Your a.pplicatr.on user 1i rases. F the purposes of the Oracle;Financial Services Cperati,=2 Rink Soiutian Program,employees who are just contribu ' g'informatio to the Program via the appheable user interface-hall not be counted as application users. _xippEca tion.Read-Onl User is defnred as an rdu.l'authorized by You inn only queries or report"-ag.mst the applic ation Program for nrhich You have alsoa<quned non re -only licen es.regardlessofviz^ ther the indncidualr actively risi giheProgr,ms at any=gi eren time. Case Deport Farrar (CRF)Page is,de" as the"eJectr-onic equivalent" of urhat avd be the total number of physical paper nage:s initiated remotely by the Pxogram easured.exphcat`y in the Program as Received. ata Collection Instrument)dru2ug a 12 month period. You may not exceed licensed number of CRIB Pages-during any 1'mon period unless You acquire additional. C'RF Pa¢e license-f7am Csxacle.. Chtac e a-defined a:a physic ene;o:rne containing,hardware. For the purposes of the follow an Programs: Oracle Fabric Mazaear and COracle Fabcrc� mtor.only,the chassis(a)that contain nemorking hasdsa.,axe a t are managed by the Pr:ogr;am must Ire counted ff the purpose of deterzr=,,'ng the numb ex a licences re+wired. Client Application L des Client: iu de8zed as a device that receir en it;configruanon from a.client app ation server. Collaborod on Pr gram Usen tip defined.as an individual.a.u.thorized.by Yronto use the Programs which are ,talled.on,single seaver or an rnul le=ex,-ers regaxdless of whether the individual is active y using the Program:at any given time. or the purposes 4f Counting lncensiin.g the mma`aer OF Beehive Simchi°onous Coll,baranan user-. a. C'a3]"laboration Proaranr U, within Your campary is efined arcs a.user able to ieatiane,at host,a w eb conference and also pailisipate in a web conference. 7E 'erpants in the weir c rence external to Your company and attending a wreb conference ate:not required to be licensed.. ceme_Defau tioms a di FxGes_v053 7 1,6_Ct5_EN& page 1 of SERIAL 180233-RFP ' ornpensated Indhidi at is defined as an individual whose compensation or compensation calcuLitions are generated lay t Pr arxrs The tern Compensated Indnidrv._includes,,,but is not united to,Your employees-coxstra.tcin. retires.and er Per C'ornput is defined as the computer an which the Prog ,a rams axe installed. 4 Computer license alloaa s You to use t licensed Prop-ans a ?,,single specified computer. For the purposes of Computer cen e for the Oracle Health Science Lade non Engine Program- a c. un cation poem is an interface to an input system e.g.., a c xical'Lzboratory systern in a hospitt: or hea=thc.are setting`;,or to an t-�s=steln(e e: a healtEcare data repository). a Concurrent L-ser U is defined as five concurrent users where each C'oneLirrenr:'ser is an individual who is, .uthortzed by You.to access the Program co uraentlr with anther indiv-iduals at any given time.. Concurrent Connect°iow,%-defined as each connection to a Serduct atalinli. _A,Serduct'I)atalinla is e, ed as an rnterfa.ce that rendexs the Infor softaara re op able for use uiti Micros Appdcatrons. Concurrent I er, i detirmed.as !r xadz'aadual drat may conctarrentl,use or a+�ce ,the P"rrona c Conctment Users nh ail be on1v customer or pro pectin e cv�stamet �Y our—and shall not Sae buriness paataws,gar ensplll;,)see f t ovv Couuec ted,Device: is defined an each,gue dev,,ce Via)drit tr arrsmifss data to car recei*res ata,from Oraade applica.tian Program-,�or Oracle cloud services and(la) that does v rvate arzl,^human interaction Or i utnan ut to,execute Oracle application bmrsmess logic or to update th�a�cleapplication ta'late . ~ice,include but me not lnxnrted t t �en or .,meters,RYID readers, and bax�code Scanner- 1 ice^s may be comiected directlw"Mita Oaaaclie application avrov:�anaa, Oa�a,cVe cloud er-6ces., or may be connected iondue ily to Oracle application Programs or O" cle cloud sexasces through ag.ateway de,.,-ice or a third-parry coma usicat.oas service. _A device may be uniquely rdentafied as N the endpoint of com>4mcation of data.to or fiam.an Oracle application Program or an Oracle oloud sen ice.or rna�°be ur�gv identified.s its er cit regbstn,with an Oracle application Program or an Oracle cloud service. � Connected Ine.tance; rs defined as the c:onfi��auation befszle1q."une, °!acy Automation Connector for Or cle C;RM On Demand and the Oracle CFei On Demand instances web ser?ice eeach Oracle CRM On Demand instance so configured.. an additional C onnected.Instance is required.. Conner ton°; is defined.as,each connector,connecting the:� with a third party product. A unique connector is required for each distinct third panty product that the software profio iniexface. Connec too,P'a,ck as defined as a collection of conne rs as speciaed in the r o pram E�ocmx*,ruation for the applicable Connector Pack. There en no limitation on the number of phy -al sea?sera on which aft. the connectors m the pack may be copied,mstalled and used. = S_Nl C'o>t of Goods 'cold is defined as one ion U.S.Dollars in the total cat of -eiuoi v that a compana, has sold during the t' fiscal year. If Cost of Goods Sold is un� �m to You,then Co-t oFGoods;Sold .halt be� , alto 15;�of total tc,a any revenue, CPU-t, is defined as a.chip thaT contain llecttaaofane ar more cons nova kink fhe:Pr gaa is,i,,, ,-,� Ee rardl.e s of the nut -aer of cores..each chip courts as l C'PLt. C`u torn Suite L-:er., is define an mdr%%dual authorized.by You is use the application Pro- ?sus c ud,ed in the a.pplacable Cu tor~ r'_pplzoatian Suite as `oh are installed on a Bangle .annex or }n multiple servers re?a_rdle of whether the rndividval is active using the Programs .t any given time.. Customer: is detsned the arrstonnex entrt3 specified an Your order. The Programs may not lieu ed or ased for the business operanons of any parts.mcludrng but not limited to Your customers.partners.or Your mates. Them no limitation on the nurmbe/0fC11131PU'1 on aabieh srro:ln Pra}gaanns.may be copied n tolled and used. i `�a 4 Custo is defined as each uni_Yue Customer Account,designated by a,unique account number.for av ch the billing inforrned or displayed using the Prograxn_egardless of the number oftindi-,ideal a.ccouatholderM associa d*aitlrsuch accoun c Defanitions¢arc'Rule3_a 53.26_US_EN& Page'_'of_ SERIAL 180233-RFP acle Customer Datr C Re3,7ce Retention "Sen-ice: is defined as a sen-ice for which the description may be found is Te l support Policies se.tion{,Oracle Hard3ware and y.tems support Policies) at ,s,".......: and m hi is incur. rated bw refeiemce. C'u>tome cord, is defamed as ea ch un Yue CustOmes Re,-Wd(including contact secara,s,prospect iecordi and recGr an external data=roes) at'Y'ou.may access using the Pro,ram. 10.000 1)a fly--kv ge T nqn actious: is def fed a s ten thcrueand u3 cue transactions(includine but not limited ales tram..strum,return t msactrons,.exchange tram actions,lny attiti tram a taaan ,den'tc'amsa trim ,=ifs card tianaa 1cn .in,'entoa uamaction-,petty ca naa>actian .and adasiaiah tza a uan a trim that aae pr cevsed 17 'flue Faaaa_a am rm Uemgle 2 hoinp�enod. The daild tramsa�tron vo e is calculated a:the dai'y zverage over the prior 1�mouth period- Developer User es'eloper eweloper lte:at, rs defined as am individual authorized by You to use t Proga'aans.which die testa led ou a,single server or nmalteple s -rer s.regaudle s of whether due indraidual is actively a emg the $ grams at any giuerr time.. a�'it respect to Den eloper User,omlyr, , h asea may create,modify 6.ew and interact midi the Psi M and d+�:^acmeuv'ation %Di,slr,Drive: is defined as a spinningedia device tlanat:stores data hirer red by the Prop au—Vd'? C' Electrramie Order]Litre is defined astheytotalraa ber of distinct order lures emt+elnd troni,;ally into the Oracle Frogsaam from any source(rot manually eal*red by licea u.sej w) during a 12 mph period. T i mil es order Imesortgunating as external EDI/V. ,4 train.ac now;an or sourced try O yr Oracle and uon-Oracle applian ds- You may not exceed the licensed nano er of order lrm.es during any 12 monthpei.iod. u2m Employee: u. defined as (r) a l of Yoini full-tune, art time tempoaa- e 47es' and (a) a Your orrr agent" cun4ra tars and consult.=who lia,se at cess to,usse. ar are tracked by e Programs. quantit?,r of the license requtred i deteranned by the nuruber ofEmplcyees and not the atitual number of a err. addition cu a ect to.ontsorure any business function(,-)to another coinpan3r, the following must be counted for pmpc es ®f a enm I the number of Fruploylees all of the ccampan4 fall-t ame employees.,.part-trine employs,temporary employees,agem co actors and consultant-that tail are providing the outsourcing services and(ii)ha�„e access to.use.cr are tracked by the Progaa v Employee for HC M: is defined as(i)all of Your f€Ll-nine, t-tuu temporary employee:,and(n)all ofYour a Bents-ccntrac.tors and consultant,m•ho hai,a access tc.use.or are tracked lay e Progr'ani The quantity of the licen-aes,requrr'ed is deterrmaned by=the number ofEmph-A ees for HC lal:and not the actual numb of users. Ln a iron.if You elect to outscuace any names furnction(s) to another company, the foilom-tmg must be counted f r purposes of Bete the nuanber of Employees for HC.M: ald of the company's full-time employees,part-time employee emporar,employees.a nts.coutrzrnors and ccnsulnurts that(i)are providing the oFitsour'cmry services and(ii;have access t'-.us or are txaclaed by the Pro gray s. Employees for HC I inay only use the,li emsed Prog ams wa Oracle application Pro a' =`t contain s tx.cle Fin ion Human 3patal'yYanagemeat'as a pneEic in the Paograrm Mamie. E plod ee E s en is defined a;am indxa rd z.4�ihori`ec v i"ou to case the Prcgr..m awhichLaa�ie to ti ec on a dingle:et rer or mirinp°le server .reeardlers of xwhe er oraot t° � adual is actively using the Plogram at any gal M.time. E.nue rise Employee: is defined (L)all of'Your full-time.part-tuue,.temporary employees.our'`{tii all ot�I OUX agent.contractors and consultant who have acres c.use.or are tracked by the Programs. The quantity of the lice :required.is detertmined by the number of Enterprise Employ _s and not the actual number ofusera. Ih addition.if You elect to ou, ur.e any business f flnctior(s, to another company„the fo aawg must be counted for purposes of d,etenuining the number of Ewe ise Employees: a.11 of the compamy`s full-time empl 'lee.,pu-t time eamp oyees temporary employees.agent contractcr and cons; ant that(t)are probiding the outsourcing service anti Sri.) ha ti-e acne to use.,or are tracked lam the Pro-mars. The value of th ,e Program license is determined by=the n er ofEnten?nse Emplotiee for there Programhtenses,the licensed quan#its p:n.ha-. must,at a ammrimum be equal to then er of Enteapn e Employees.as of the efnx e date of f"ouu order. If at am r time t7re n ber of Enterpai e Employees exce c the licensed qu.annty,ai cu are required to order additional scenes land tethntcal suppor., such additional licenses)such tthe nutZber of Enterpar Employee:c e equaal to or le :theanthe number of xacemsed quari 'You re not entitled to am,F refund,'credit or other consideration of any kind of there is a reduction an the number of Enterprise You, In ad,?ction, each ��ea nays before the anniaersar rdateofYourorder,YouarerequiredtoreporttoOraclethe,numberofEnteaprtse mcicyees as of n^ date. c,Buse_Definitions uidi FxCe3_a0`'3.26_US_ENG Page 3 Of SERIAL 180233—RFP terprire Full Time Equivalent(FTT-)Student: is defined as any,,fur;-tithe student enrol-ed iii Your, institution and /U.e. student enrolled in Your institution counts a. 2 5%of an F"TE Student. The definition of"full-time"arid."part-tame"is n Y'otm licies for student ,'Se ific,a.tton.. If the number of FTE Students is a fea.ctiGn.,that number will be rounded to diet iarhole ber for purposes of license€lua:nttt3,requirements- The value of these Program licenses is determined by the f Emtetpns- FIE Students For there Program licenses,,the Licensed quantrtrr purchased must.at a„son- um,be equal to number of Enterpris FTE Students as of the effective date ofYour order. If at any time the number of Enterprise FTE Smrde elccee&the licensed gush t _You are required t order addiaomal license (and techs�c support for.such additional li en } sash that the muruber of Ent rise FTE Student is ergual to or less than the licensed quantity. You axe not entitled.to stir,re ".credo or other consideration of a land if there is a reduction to the number of Enterprise FTE Students.. In addition each ye 9,0 days before the am A san date of K. ur:order:,You axe requu ed to report to Caracte the muiuber of Entesptise FTE Student,- ,of such date.. Enterp rise Tmmineee. is `efine'd as an smplcyee.,�omtractor. student or other per^:ram who is beam_-reco ed by the Proera rm_ The value of these:ProEram la ses is determined by the number of Enterprise Trainees. For these P gratu licenses,the licensed quantity Purchased Must.al a' imunumx.be equal to the mun.ber cfEnteiprive Trainees as ofthe eff .ti,e mate of Your order. If'a t airy,tune the, Trainees exceed,,die licensed quawity,You are:requuedto orde'�4dditalonal ncen es sand technical support for such addrrionallicen:: air.�i hthatt nnsuukes ofEiutetps e Trainee.,isegtal to or + than the.urea ed jnianttts u'ou, axe not entitled to any refund.crrevakagr other consideration of any find if there is a reduction the Lumber of Enterprise Trauiees. In addrfioii,each year 9'0 day;,before sniff ei at a date ofY'oui'order.You are required to port to Oracle the number cfEnteipri.e 'Trainee as of such,date. � Enterprise SM in Cost of Goods"Bolds aa'4rprise SPAT Cost of Goods Sold is de .as one n lliom'C.S.Tao@Vass in the total cost of +reactor that a cormpan ha fold drug t m fiscal yrear. If Cost of mod d r.,rsirvmm to You then Cost ofods Sold shah be equal to 75 m,of total compWv revenue. value If Program lic e e.is determined by the amount of Entetipxis SM Cost o£Crowds:Sold. For these progsani license s„ ' e hensred giiamWtit!r ptiroo6.ed court,at a mim umr be equal` to this arrioan o£ Enterprise$M Cost st of Goods Sold as of the effective,9,,ate of Your order. I t any time the amount of Enterpaise Slid Cot of Goods Sold exceed.the licensed quantity, Tou are requia ed to b der additional l en es(and te.hnic al support for such additional licenses) such that the amount of Enterprise SM Cost of Csood SKI, is equal t, r less than the number ofli.ense- quantity 'Y ou ou are not entitled to any,refund,credit or other consideration of any I,- if the• is a,reduction in the amount of Enterpr se SM Cost of&cods Sold. In addition,each year 90 days befdare the air iversax�T d o i'our ,order,You are required to ieport to Oracle the nuritbei:of Erteipnse'M Cost of Goods Sold as of such,date. Enterprise!Af in Freight Under Alarungementa 51 I Freig r�mder lanageiuent is det"rned as one ruilliom G.S.loll.ts,ofthe total tram pors Canon A,slue of tendered orders for a'L shipments f .a.:aitiers cal des year during die teams ofthe taken e. FU%a•1 :hall include the combined total of actual freight purchased by You Ins the cost of "eight for shipments managed by You(e.T..,,You are not purmha irig transportation et -ices on behalf of k our emts but ase proA,; ` n an pottatton mane Bement ea„ice for Y'oiu orient',i. Freight that is paid by z third paste ha aaso be i luded in dze PT- total '..g,inbound shipments from supplien to You with freight terms of prepaid). The a alue of in. Woeram licemses if,deterrrrxine"by the amount of Enterprise SM Freight Under ?klanageruemt. For the=e Pragxaru xcenses,she en ed quantiry purchased mtust.a a„ainrrr�u be equal to the amount ofErretp�rise P-i Freight s.;ndes Management a, of die efxctn-e date of Your order. If at any n the amount of Enterprise Sid Freight Under Management en-eeds the licensed qua ._: i nta ou are required to order additional licent s(..and techm-cal support for such additional lfcen a 'i such that the amount of Entetp se Sh>l Freight T3udes ilan3gecuent is equal to G. e3 than the nurriber of licensed gtranti# You are not entitled to any refund,cy t or other cous-ideratiou of"any kind if there is a,r ucnon in the amount of Enterprise SM Freight Under l s aua ge/ment . ' o each year`9 p days before the arnr,ersar'date of Y order.Y"ou are i grtttxd tc reportCtracle the n nuber of 1 Frer ght nderalanageriient a:of snit date.Enterp r ire S%I in Ctp dget is defined as one m.Lion U,S.Dollars ofY out p-oss bud_-t 'ected in am audited statement froru i oure-raernalam . The w•alueof these Piogram licenses t_deterxasirredby+the amount Enterprise SM int�perating Budget. Fortheselrrose-.dies licensed q.xa atityR purchared must.,at a nu isvum be equa to t arnavnt of Enterprlise SM im Op.erating Budget active date ofY'our order.. If at any time the amount of Eisterprise SM iu eratimg Budget exceeds the cen ed quanti t'ou are required to order additional license. seed tecraical upport for such additions cea es;such thatthe aruount of Entesp Se SM in Operating Bud et is equal'to or le than the number of licensed quantity. You,a not entitied to any refund. credit� other consideration of any hand if theme is a.re iuctioa in the amount of Fntei-p ice Slaf in CJp sting Budget. In addition sac year 9`i days'before the anniversary sary date of Your order.You are required to report to Oracle the ntun r of Emtetgri ''a=i m Ctp °.timg Budiget as of s uch date. Ente i ve 9�I in FLeyeriue; Enterprise S1ti1 in Revenue is,defined as one,million G.S.Dollirs irr,all income(interest,n ine and non retest income)before adjustments for eripenses and.tzme-generated by You dining a,rascal year. The%,sue ofthe.e oe'a. Zme Deftmons and Ruley_a 5 p" l'S_US_ENG page . SERIAL 180233-RFP ense is deternuned by the amount of Enterprise* in Reti-enue. For these Pro ram licenses.the licensed quantity c - d t at a Minimum,be equal to the amount of Entes�srise �,l to Revenue as of the effe-ti es date of Your order. If at any, e amot t of Enterprise SM in Revenue exceeds,the licensed quannt�, You are requi-ed to order atdi ionai;'cease (,and te, cal supPc .r such additional h:en e i such that flue-.amount of Ente�PPaxae 'aI in Rezenue is equal to or a}:than the nuxnaer cu `cesed quantrtx.`N1 ou are net erntled to ary refund credit or other consideration of any lhrna if theta is a red.nci,}n in the remount of Enterprise I in Re-,renue In addition.eache x r 91Y days before the anni,.•exsary date of Your order,You,are requix to report to Ctxacle tEe n ber of`Enterpei e SM in Revenue as of such care. Expense Repor defined as the total number of expense reperi prccessed by Internet E%T,.enses during a 1 per-rod.onth 'ou, r a—y act a sceed the e r number of esepease reports during an-y 1.-1 mouth period. Facultx User, is define $s an active tea.chmg member of the faculty^for an a creasted aca:densac instit7,-n:n;such.user may only use the Programs far acadsanic nd non-ccmmexcialuse. 4 Field Technician: is defineedd� an engineer technician.represeetatrve.,or other person who is spatched by''crcr. including the dispatchers,to the field Busing the ' ograrsus- Flisb Drive: as defined as a o-lu t;media deuce that stores data accessed by the:Proga . t SM Freight Under Marrmpertaent: is dekhfd as one million,U.S.Dollar's of the total. n porlation%,aloe of tendered orders for 3.11 shipments for a gn,,en calendar;yeas dauumg 111-te=of the license. FU-M ahall includ e combined,total of actual h eight puucha sed bi l ov plugs the cast of fi�ight far slegpnxem i r anaFed by You fe..g You are no rear lax;mE transportation tar^ricer'on behalf of Your client,but are pro-.-ding transportation marl ement ser rycess for Your ch t.t. Freight that i paid by a third party tsh�all also. re utoluded itt;the FIII«I t a1(e..�..sr lar}ma d s]tptne ,-drenx urrpliers tt Gii th fiieight terry of prepaidj. Full Time Equr alert t'FIIEI:student in defined a v full-tune stud t enrolled m Y our instrtutuon and any part-time student enrolled in four institution counts as25%ofanFIEstun t. `Fhede ' on of"FuL-tiane and"part-time"a 1sa 1onYourPshvies for student rli.sificati.aan. If the crumb--r of FTE student.,is� 'artion at number TM]l are rcwxd,ed to the nearest who Is number For purpose.of h4 ense quantity requirements. :�.L C CTift aids; is defined as tux=enis=-£ix e ihcusanz aloe ar (gift or stcied::that are generated r the Program during a. 12 month period. G ue t Cabin; rs defined as ?guest c-bill ot1board a c `se ship manage a�by the Program. You roust License the total number of Guest C abins.mnbaard each crarise ship managed by roeranx and the?ice- ed quantity ofG est Cabin lit eases uray not be shard across multiple-raise ships. For the purposes of the Cruise Fleet Manage nt- Crime Crean Management. ciise 1sla.terials Management HQ and Sub-H Programs, You must hcen the total numb ofGuest Cabins onboard all ships or x-essels in the fleet that are managed b1 the Program. G uest Room: is defined as the nunrD of guest roams managed by the Program, For the prrrpo e� of the�Jracle spitality SuiteS Interface Progi:an:s. a unique tiniest Room ei erne is required for ea h distinct product sixth which an.Oracle spitalitss Suites Program is iequred to interface. Fair example,: 1-tomex requiring interfaces of an Clcacle Hospitalitar SuiteS oaam aa-eth three divan t products nnmt haa•e glee separate Cxuest R hcen-ses.. Flo>ted'ti a.m,ed User: is efired as an.individual authorized by 1 canto access the hosted service,reswdles of�alrether Ee indi,iival i activelw accessuxe t csted service act an Even time. Cta role liospita,li C`onsuldng seer ices.: are defined as services for which the description vary be found is th Clracle$ospit.alits Cxlabal?iusme= rat i'"1�lrcrs r C an ulnae S=ea Azce Descrrptrans section.at _ _.....,, _ w, +..crass.and aahi.\resillo-or isted 'air refierence,.�� , Flo<spi to Smite; is defined a:an entertainment space that r picall�f includes,but is not limited to.a kitchenetteble and seay�wativn an arena..stadium.concert venue or other venue that is ma.ua ged by the Program. orase_DefLuitions an Rules_x 5:115_CIS_ENG Page 5 of SERIAL 180233-RFP rtalLati;on serlices,Start-Jup Packs sand C onfrgursation.'Upgra,de Services, is defined as a sex-tce(s)for which.the desciiptira ma be found in the Advanced Customer Support Semi-es Action at and kahich is axcorporate ,aabV pefel 'c:e. Instance is defined as a single database en,araument. Test,,prniucti a- and development envirGmsaents we can a _1 three epaxate an tiles tha tmu t ea.chbe liven ed. For the mu-pose. of the Csi ac a Banking i'L?I Infra in a Program.Instance is defined as the envircuments ter ction and non- prodnctio )used t iim.the Ctrac`_'e BanEng API ProEylm.. Interface: as defined each interface connecting the Oracle Program aaiih a si third party product. ^ ue Interface license is required for each distinct d,party product ni.th wL c.h the Coracle PTGMZ.na is required.to interface. Iuviraton-Locatiow is de- d as a dedicated phy ical inventory space used by vendors to store t n rvento x-"ithin in arersa,. stadium.,conc.ea venue or other •enue tisat is managed by the Program. Each dedicated phi.ical, entoL v spa e must be courted as acne Inventory Locatic, 1K Invoice Line: is defaued a:s one tt"lasand invoke line items-processed by the Prograrn d�r ng a 12 month period. You may not exceed the licensed,number of I II lnvoxrlayLinte-s dunan g any 12 month nth perwd.unle s s You,agune additional 1 K Invoice Litre licenses s from Ctracie. A �, IVR Ports ss clew as a suagle c,alle,that cant e processed.via the spongy(I'VE)systems. You muutt pnrchase license s for the,number of IY"R ladrtI that repres t the maximrim number of cavdcuur^ena callerrx that can be processed by the P.T1 system.. Oracle Java:'SE Subsraaption and Ortaa:le Jgi:a;5E) Atop Subscript' n: are defined as the right to use the specified CTacle Java SE,Subscription Program(s)in accordan sa ce -ith the a cable met i and,to reserve Ciia.cle S+ofmirare Update License isc Support C,imited to the specified Ora cle Java SE Sub setiption Prog ra }),for term specified on the ordering document. The subscription term is effective upon the effective date of the subscription orde g iuer,ent,unless otherwise stated in Your-ordering docivaient. If Your ordex was placed through the Ctrac''e Store. then the effec date is the date Your order ragas accepted by Oracle. OracVe Softaa-are L pda.te License&Support is proaided under the,O,raware technical support policies in effect at the time the services are pro ided. At the ersd of the specified subscription tei>n a xna.y enrew Your suubseaiption,if ai atidble.at the then curvent fees for the applicable subsciiption. If You chop>e not to re, � Your such caption Your right to use the specifier Oracle Tama �E Subscription Pro gi sxu{;s=niE terauinate and You must, d ,tall the-pec Oracle Java SE Subscription Program(s), Kitchen Display.-Client is defined as a device t l is used to display and onitor the statues of oadered items. It ruultiplex g hardivare or sofhware(e g..a TP monitor Or a we ser rev prod'u.t)is used,this. ber must be measured.at iu:ultiplexing front end. Lela ruing Credits edit rnay be used to acquire ucation products and:>eaaaces offered in Chicle't�.ni versih,online catalo€u'e posted at I.° s _ and the teiin specied therein. Learning credits ac Only be used to acquire prodw:ts and 3eik i ce.at the ILST price in effe t at the e YOU order the relevant product or service,and M. -not be used fot any product ar service that is sub ect to a.discount or a prom on ashen You }rder fhe i Ie,ant pr duct or service. Th `-t price iaill be reduced by app.13 in? the discount specified to YOU b-,. acle. Notaaithstanding anything to the contrar-v in the peen s three sentences.leai-mmg,credits may a so be used to pay. taxes. steiials,and or expenses related to Your order however,t�dis' unr specified abo e-ill not be applied to such taxes.materia w and or expenses. Learning,credits are valid Fora period of 1`7 mo s from the date Your aordex is accepted by Oracle.and Y mu.€acquiere products grid must use any. acquire evades�a4r to the-e of such period You may only u.,e learmng crests ithe country inhich Yvan acquired chiral ma}-not use tr era as a payment met d for additions;learning credit,and may not u.. different leasuiag credits accounts to acquire a single product or serl-ice or to pa, elated taxes.materials andr'or a€Zfimincirg n credit are non-n ansterable and non-assignable. Y'au mad be rarqurxed to e€irate stadard txacle ordervaF rnaterialls arning credits to Order product~or services.:ices. SM in PlAssets: is defined as one million U.S. Dollars of the folloiu�irg total: (1)Boob value of xnves�ent in Capital lease dieleases and icier finance leases,including residuals, iahe�er Druid or managed fray others, ^tame an the Program value of a er an ratio ea a �a hither ironed or Managed fox atheaactive a}xi the Pr®gsa .plu i 3;i Book ue of loan note:.,conditional ale contra t and other recei ab e ommed or managed for otlrera active on the •oaaam Pius B•oo value of non earning asNeta,owned of managed for other..which ixei e previously leased and acti:,e on the Pr Trazu, se_Defmidons.aid FxCes_i J 's.t 6_US_EN& page d of-, SERIAL 180233-RFP c.Euding assets fi-cm.term terminated 6eases and repossessed asset,;,plus(5) OngUial Cost of assets Underlying leases and loa 0' ted,and active on the Prograri-L then zoldwithin the Previous 12 months. Nfaxr.q d.R�esouric,-:; is defined as an irrdi%acival authorized by Ycu,to,use the Programs which are m-ralledana single sea roron multiple -er7 regardless of- hether the indrii.dual is actively using the Pre p,ms at ary givem time- In addition,Yo1w loyae,17, ultiple, , c otinactorn,pautneis and any other indnidual or entity managed by the Programs shall be counted for the purposes o determining ector" orar, the number 6 Nfamaged Resource licenses required. Member Recor is defined is each,unique customer'lovalt,Program Member Record manzaged Ly,the Prep- lOGK Member e U hundred.. ReCords sha.E,mean e hundred thottaaad IVLem.ber Reccrd's. in Nferchandiw� isdefin as a unique item or SKU of a consumer good, ed a, a,h� 'cdr Module: is defined as ezzh , duction database,ramung the Programs- :Monitored Us* is defflmned,iv,. individual 7vho is monitored by an Analytics Program w,hi ts mstalled,on,a :tingle sev,,-er or mrdtLple server-regaidlessof n4fiet ahe individual is actively being monitored at any-ga,ven lndr.idaal users who are,licensed for an Analy-ncs Program by either'qed User Phis or Applicanon User mray,not be license by Monitored User. For the pwposes of the Usage Accelerator Awly=Proem,every u,ser of Your ikenzed C'Riiol Sales applp4anon Program must be beensed. For the purpa,�es of the HiumanResources Compeh(O.tio,n.4maIvft mpl cs Progra14,all of Youre eesmus,,tbelicensed. p, N For tine pm-pa-,.eofth.efoUowmgO3.-acl.e CTor t nee,Risk, and Comphance,a I pph hons: AppLic-.stioii,recce sC'enb.-olsGo,,aemoi. h"cenfi, 8 tion Controls, for Apphc-a,nan Access Controls far E-Busures�s Suit guratianControlsGo,,,,, Lon 012 gura E-Busmess Suite, Go,;-rnor.,and Go,,,-e Man Risk and Compliance Control's Suite.the number Transaction Controls GoTerwr.Preventive Contro ��L I of Monitored T-T ers is equal to the total numbier of ire E-Business,1 7 IS ute eys(indi%iduals)being monitored by the ProgramGs), as createddefinei in the User Adinimstratiorr functio f E-Business Sr Users of iProcurement arid`or Sellf-Service Human Resources are excluded. For the purpose of the follovving PeopleSoft Enterprise I Z, Kisk, and C cur lian Le applicati=—Application_access Controls Go'vemar,'AppVacation Aicces- Controls far Peopleso nteipFise, Configm-ation Controls Governor, and Configuratmn 1-,,-2 , ' Controls for PeopleSo ft Enterprise,the number of Monitored 7 7 equal to the total number of unique PeopleSoft Enterprise(Gr am,3,other Custom appLLCationi?Programs)Users(in&viduals at rogram monitors. MySQL Cluster Carrier Grade Editiou-,AnnualSubs .ptianN17-"SQ uterprise E dition Annual bub scription and,My-SQL Standard Edition Annual Sub scription: aye defined s the right to use th rvpecified Programs)maccordamee witli the applicable license metric and to receme Oracle Sovffivaxe Upda. -License&Support for specified Program(s,1,and for MySQL Community Edition for the term specified on the order. NfvS Commumm,Edition refers "o MySQL that is licensed under the GPL license, Sofm,are U date License&Support for NlySQ Community,Edition does not cric. &up(lates of any kmd. The subscription term is et ective upon the effective date ctthe 7.- r,-,.-iptioGrclen nE,docu3nem-t-unless,o mt :fa ted, You miE i:Grderdczument. If f Your order was placed through the Chicle Store,then the effective date is the date ur order was, accepted by Oyacle. Gra.-cle Software Update License & Support es "ce-T are piovided under the appl icable technics support policies in effect at the time the ser%ice7 are provided. -You must c6bl subscription License for za]'sen'Lrimirere MySQ' 'lustier Caxner Grade EditiGnL,MySQ-L N41.,Z� T Z Erteipi-ise EditiDrand.,',or�,IN'SQL'i dardEdxnonaredeployed. If You obtain Oracle Sofm,- -Update License&-Support .ea far any sezyers where MySiQL Co, ty Edition is deployed.then You,Must also purchase ubscription license for all OFF such serl-ers for whrth You kwL 01:a3' d:Oracle Software Update License&Supp ort sen,,ices. You r. (brain Ora.-le Software Update at License Sc Sapport,serrices fo at the MySQL.Cluster Carrier Grade ELtion at the SQL Enterprise F�iitiou lievel and`or at the MyS,QL'Standard Edilion hv.,,eq, At C \.,e the end GFthe specified, term,Y au.may renewYo -zubszription if zvoulable,at the then current fee--for the,applacab:le Subscl-LIAOML If You choose not to renem,Your suf:ricripno -Yourright to usLe the Program{..)nall terminate and:You must de-tnstalla%t appiicNpns,tools.and n=xies provided to 1 ou and the applicable nor-Community Editior'license(e.6-,.,the license for MyS,QL Cluster ITS',pirier Gr'-ade Editior- MySQL Enterprise itior and,Gr NivS,QL Standard Edition). If You do not renew La.subscription.YOU will nc,\tweceive any updates (inzl t 1i arsuLiequert version.)andYoumayaho,lbe iubjecttoremstatemewfeen LfYou laterchoole rivate Your ,=,PQ 0 mb 2- 17C ,,�Z ou. N Named ILL- 3,Plus: in defined as an individual authorized by You to use the Programs iwhich are installed on a sin sal or P multiple ex-ver,regarcLes.-s of-whethey the indi-cidual is activelyuningthe Prop-inis at any gr.,-en time. A non humazzc ce will bt counted as a named user plus in addition to 311 individual� authorized to rise the Programs, if such de,-ices can acck- the P a g e"o\f12L SERIAL 180233-RFP gr-ams. If unilAipleXILIE haldlllffe or saffivare(e.g.,a TP monitor or a web ser-k-er product)is used,this number must be meats,must -e' I is permitted. You arerespomible for ens that a T multiplexLrE front end. -Automated batchargg of data from computer to zomputei A I .7 that 'e named user plus per processor nummums are mamunried.for the Program-, contained to the uex immmum table the sa livens rules-section;the mirmiums talyleprovidez for the mirinimis number of-namedusers plus required and all actual us Ys must be o For s of the fallowing,Programs: ua,-m for Non Oracle Databa- System Moritming Plug-in for Non Oracle Tvfid-dleiwaze, Afamagement P�aoj for ------ and MU't1p'e�Ly!!r at e ii—a user --dL liceo" of, r,\1h -p -po a e D73nb .�a 6 �Iazagemezt Tack WeIrCentei Siu-te.only the users ofthe Pro-,Tamthat is being,managea2monatore-da.,re co- d for the purpose d of determining the r aer of Named'User Plus licenses,requires. With resDect to the folIG E Pro-grams: Load Testing,Load Testing Developer Edition,Load Testing Ac, eratGr for Web Sea7vices., Load Testin!LE Accelerator Oyac�,e Database.Load Testing Suite for Oracle Applications and Oy�ac�eest Starter K for Unities IT.1 U ,,Lo,a.dTe5t3'ng,,),each emulate Nhuman user and nonhuman operated device shall be considered as a alusexandshaDbecounted linen -equired. for the pwpose of del g a,number of Named User Plus lic t N For the puipases of the following Pre., , ins: Data.Mas]—ang and Sub setting Pack,tyniv the u4eva?� f the darab are sex-wev where masked data or data subsets originate must be 14 unted for the pose ofdetermuning the.number of tcenses required. \\ 17 For the purposes of the fbIlawing Program ;,Application Nlanagement Suite for Oracle -Su I es,sS trite.AppltcitioniJano�gement Suite for Pe,opleSoft,,Application Managemeh -ard�S�'LLitefdi�Stebel,,Appheih'on�,lanag anag t State far JD Edx s,EnterpriseOne,.Real U',er Elq)enance Insight and Application Repla Pack,all users ofthe respective m aged a:ppli-,atianPiogramn)ilrtb�e Counted for the purpose of,detemaning the number ofhceaseN 14,eqmred. NIS For the pui-poses of the fo2wwLag Program: Oracle G ZdeiyGxta and Otacie IdenGate for(1-acleApplications.,aniv(3)the users of the Cyr ac]e database fronywhich You caprai-e data an ' N,b,)the users of Oracle database where You wall a.pp'v the data iuuzT be counted For the purpose of determix:mE the number of Iiceh,es required.. For the purposes of the follovLang Prop am: Oracle aldenU, e f Sig Data,. only-the users of the source Oracle or nor Oracle ditaba.:.e(s) or 1No;SQjLxeposrtoy-ie:, from which You Capture da.t ust be counted for the,pin-pose of determining the number of license:required. For arry messaging system- from—. hrch vo al -e data..ever--queue'topic is counted as 3,user. For multiple ! q, source databases,NoSQL repositories:,oy messaging systems ,11 met for all sources must be,counted. N For the=—?ase7 of the fo,""'onmg Pzop-almi: Oracle Go enGate for M fiame and Oracle Gol,'daiyGate for Teyadata Replication Sevvices,only(3.)the users of the,database from whii- 'ou capture data art ' the user-,Gf the database where You.will appl-y the data Luustbe counted for the purpose ofdet,ernILainE e number of licenses re 'red, For the piaposes of the follo-wing Program: � a-le CroldenGate for Non Oracle itzabase amy(a) the users of the Non Chacle database from iihich,You capture data .,and(b' e users of the Non Oracle database ere You":Ly'2 apply the data must be counted for the purpose of determining the number licenses required. For the purposes of the foElowmg Pro i: Data Integrator Entaxpme Edition and Data togator Enterprise Edition for Oracle -I'pplication-,only the uses: that are g.or accensing,the data,transfarnLition processes mt be counted for detellm=E the rrumber oflicenses required. For the purposes oftffihe follbia1, _Programs: Oracle Mobile Suite Client Ruirnme and Mobile i on F I amew,Gyk,only the end users of each-4,pphic:rtionD -eloped must`be counted for the purposes ofdeterunning the number ofli, ines required,regar ens of the choice of`the mobie a lication developmert toolor the framework used to build the,App!.,,icattior ,-eloped. For the purposes oft' fblloiiiug Program: Audit Vault and DaTibase Firewall,or-ly urAi-s oft source. iar ' h are protected, monitored or audit must be counted for the piapose of determining the number of licenses required. For the pm-r)os of the folloning Program: Java SE Desktop Subscription.the term-server"refers to 3,desktop colt cuter. Net-work rice; isdeaneda the hardware an-i,orsoffil,,,�ffew hose prulaiy pure ore istoi-oute and convol"commu=ric.itio -.between s. F---myp'es ofnamGrk device-,include but are not limited to,routers,faeAaL,-,and nets 31 toad PM e_Dediudons.aid'Rule3-%-053 7 126-US-EN& Page 3 of I SERIAL 180233-RFP on Ernploiree User_External is def"rued as an rndi%iival.who is not Your employee contractor or cnmoitcer,autharized�� T" to use the Programs which are instaLed on a smg�e ser7 er or multiple serve s,regardless of whether or nGt the indix-td in acti'a ,T using the Pro am, at any gi,, tinr,e.. t�r:a el ancen;C'dntr rat; is a canlra.ct bemreen I ou and Oracle(or one of Or of ates)that pec=„ate for pa eats cA,ex time of so or all of:1 e 7uaua due under cw Hader. Order Line: is fined as the total number of order enn-s line items.processed by the?r0irram during a 12 rrscnt period. ?Multiple order entry line it, s mad be entered as part of an in,ac-idrral customer order cr quote and ma also be autom call,generated by the Oracle C:oafigur, r ou may not exceedthe�censed number of Order Lines during any l C month per d unless You acquire addrkron31 Girder Lrnte,senses fo700 Ora-le. 1,OOtl Pap.—Vier-:: is de d an Page Veer s per I'lonth.Where one Page View means one%psi y a unique interzret us er to a Particular page on a xalebsite`» Partner organizatiow rs deli, as an external third party buisme s enbry that prjo,,i er "hie added .en,~ices ear devrelcipxng;, marketing and selling orcu prxo<l s Depending upondte type of industry, pastries oagr��ticn:p lay different roles and arse tis recoged bydifferent same,';sturh as1 Aller.&stribut+or,agent,dealer ar'brraker•. tt t% t Person: is defined as Your employSe Or c ctor inho is ati tn%ely working m beha" ofai om oegatsusa.tisorr ova former employee txhc has one at more benefit plan.: rreanageduby theMtem ar •coaantrnea tc be p thraugh the system. For Pzc;aeat Re•;axrrce Management,a person is defined.as an in 'id Who Who is scheduled can a pa eject. total number of'lrcearses needed,Ls to lie based on the peak nunaber of part-time and firll-time pet 'e a:hose records are record m the s stem. Physic,rl Sera-er: is;deFaned as eachphysical sen„er o %a-hich the Program 'are rn.tall,ed. PLN Etrtry De%-ice(PEE): is defined as an electrons has ,are dei-i ��t rs coed in a debit„credit or smart card-based transaction to accept and encrypt the cardholder pea:oral rdentrFk.atiton be i PDv;=. ]Ported:ti u tuber: is defined as the telephone number that end retain as they change from one sex rice pro%-rder to another. This telephone number origina;ly resides on a telephone s%aitch an` s m ed into the re:sponsihilrty of another telephone switch. w P01,5 C bent: is defined as a de"-ice that is used to recur ari,part of a�igales trap alion or related end-user fu ct o aLty such as: workstation report=—.,, cash management, engagenren table ,aragemen or manager operations. If multiplexing hardware or softnme(e.g..a TP monitor or a were .en„er product' s used,this number m t be measured at the multiplexing,faun#end. For the pnrpcses of the Oracle Hospitality Gue.. I-cress POS and Deice CI ens grams,a P0S Client is a guest arce.s control method that includes;,but is not limited to, rile ,gate u and s-vnng doors tha[are .raged by the Program. For each-nest access control method..both entrance and e points must be counted for the pmpd} s f determining the number of license—,s required. For ey,.ample.each turustrle mu, be counted as Two P S,Clients( ne fer entrance and one for exit). Processor: sHaLl be defined.as all doers ass where the Oracle Programs are rnsta-led an r ra*in ng. Program Ii•:en rl On a price3lorbasis may beatces.;edbu rour internalusers(including agents and contractars)and durSurdpairusers. The number ofrequased.icen e ha l be Sete red b multrp M,ins the tota]number of cores ofrhe processor b a corms grace or lumen mY f ctor specified on the tea acle Proces a Core Factor Ta-ble%ahrch can be accessed at h orac e.cemtcon cts. All cores on all niu'R coore Chips for elOh hceused.Pr, re am a to be aggregated before multrpl3rng by the appropriate core proe Tsar licensing factor and all fiactrons of a,number ar ,o be rounded up to the next%whole number. When licensing Oracle Progra with Standard Edition I :Standard Edition 0 Standard Edition in the product uarne (%with the exception of WebC`emer Ent rise, C'apt=ne Standard Edition Jai a SE Su crxunon. Java SE Support..Ja.s a SE_Ada•anced, and Ja%•a SE Suire';. a processor rn co red equivalent to an occupied so,cket-h suer-in the case ofmu ti-chip modules;,each chip an.the multi-chip module is counted as •e occupied socket. For example.. ultrcare chip based sercerwrth an Oracle Processor Cure Factor of O.'5 m=L"`,ed and•oa firm,,�-t"ie r ogrzm(Gtbey n Stand, Editi on sloe Pragramsr Standard Edrtuon Pforam: on corgis xa ou d require-2 price sox licence €6 ultrplied b a core pro e:sor licensing facto: of.25 equal. 1.50•,which i..then rounded up to the next whole nunr�er,Muth is_�"s another z a,rnultrcors serer for a.hand-i a p°atform not speci aed in the Orac}e Processor C ore Factor Table:installed andoia nI efnutions.a:d"Rules_%-0h_.26_US_EN& page 9 o° SERIAL 180233-RFP e Pl agrara 4n 10 core.would regnmae 10 processor license.(10 mu?nplied by a cure processor licensing factor of l.b �for`All of tacos cep, equals 10). For uposes of the fo'_towizig Program: Oracle Healthcal-e Dan,Reps xtm- only the pro-e so:Gn which Lntec��t p 'cation Seas ern terprise Edition and He.scare Transaction Base Pro am are rn t ilea ad''ar ciinn assuat be crusted fort, Purpose of detex mi g the number of licenses required. For the piupo f The foll.mving Prwwams: iSupport iStoae and Configur-w r.om�a the processor.on which In t Application Sera er i Standaao ditnaay md•`or Enterpirtse Edition)and the licensed Program am�e.e..z support,tStore and�`os C onfi ator are rur n,n p, Must be counted fo'' e pwpo e of deteran,n;ng the number of scen eu r eeuiaed for the liceu ed Prograia:un these licenses 1 cm sir'also install and•'; .ran the licensed Program on the processors were a hcea^_:ed Oracle Database 9 mdard Edition an(i:ar Enterprise Edition)i.s aLed md.1or running. For the purposes of the follG�gProgra:ems: Conk, ation$�magementPack fox Application. S�� MonitoringPlug-rnf,r Non Oracle Databases,, S}ntem 1 f ' losing Plug-in for 'ion Oracle Afidu4izew sae,Management Pa'_ r Non-Oracle�aliddlesn�are and Management'Pacts for p'k e� T Strite, only the paoce irn on which the Program that Ls benp aaana "mo nitoaed are running d uuxu t be eounted for the purpose o t�termivang the number of licenses required. For the puuposes of the follors mg rrogiiras: Lltta tofu king and Sub eating Paa k.,oraigr it grrocesscr:runrung the da.taha:e sea a eras here mi ked data,or data subset originit�m:untbe ounted.for the purpose of det ing the munber of licenses required. to + For the purpose:ofthe follotniug programs. plica.tion Managerneut Su ne for Or cle E-Business Suite.Application Management Suite for PeapleSSofl,_4pplica.tiorr Nfma.peament yr to for Siebel, Application P,Xagemazit Sufi for TD Edaarard. Enterpn, one, Application Management Pacl:for U tilities and A w ca.tion.hvlana gement Pac or Taxation and Policy Mana geament,all processors on which the muddleware md'`or database software t.0 ort the respec ',e managed.application Prograua are rumung must ate counted for the purpase ofdeter n;n spa g the number of 1 enses,required. For the pux-poses of the folloiaing Progam. ,pphcation . play Pa ' and Rear Laver E-xpenenee,Insight-all processors on which the middlewaye sof •are that supports the respective manaeA app .ation Program are turning must be counted for the prupove of deterur ning the number of hcenses required. For the pu posses of the fo'Ion ng Program Inform?tica Pc w er.-e "er PoiverConus t Adapters. and Application Aaaptex For Warebouse Builaer for Peop`seSofl.Oracle E-Bunness Sur ,.5iebel,a, SAP,onlythe processor(s)onwhicli the target database is running must be counted for the purpose of determin rig a number of li uses required. For the purposes of the fol°oxhiaE PraPra= flat Intepator Enteapr4Le itxon.,Data Integsrataa Enterprise Edition,for Oracle 4pphcanaa Data Irate 'ator a nd ppli:a.tion ud er for I .ata Irate ration an 'ppphcatian:adapters For Data Integration,only the proce sir()where the data tra nsfornaatian pro-sea as a executed mu be co d for the purpose of deterny ira r?the number of l.eense.s required. For the purpo-ses of the following /LData�ra.se -1,lemot �Lrataba,e Cache,ou',d the pro:a or.can niiich the Trauea Tem In-MeraG:L-�� Database component of he hx-INfe Cache Program is instazteci and`cr runi�must be counted f`or the purpo: of deteru;insf the number of licenses For the purpases of the fallow r.g Program: Oracle GodenGate and Oracle Golds ate for acle Apphcanom. only (a) the processors rearming the Ora:l$araaase fiord whicE��ou capture data.and(b)the processors imnn rag e Orac-e database,where You will appiv the data must be/6ntetl for the purpose of determining the number-of licenses required. For the pwpose.of as�la rig Pscgr ry r. Oracle CaoldenC;ate for$aainfi a:me and Oracle traldenCsate r Terada.ta Peel anon en-ices, Girly(a) processors run mig the database from which 17au capture data and(lr)the pros essor running the datatra..e where?'ou 21 •the data 1'YYllst be counted for the pmpo.e of determining the riumrier of licenses r eql .ed. For the purro ;of the follonamE Program.: Oracle troldenGate for Nou Oracle Database,only(a'the processors rag the non Oracle data .se tramwhicli l"au capture data and(b)the processors rur, ing the non Oracle database where You will" plw the data Must be anted for the propose of determining the number of lrc'enses required, r� 4ceme_Defraitions.aye!Fx0e7_a-053.126_US_ENG Pave 10 ol SERIAL 180233-RFP or the purposes of the folloaaina Piograxr Oiacle GoldenGate ".-pphcannu.Adapters, only the processors running the acux acle or acn CDxacle danba se(s)from winch You capture data mint be co,.mwed for the purpose of deterinintng the number of lice e, req ��oy d. F xuultipl,e source dakaba.es,all processGrs for all sources mu.t be counted. For Tase of fihe fcllnta t� pxcgxa .s: iracle laeaate far Hv ata.cn1 Y tLve pro .scaa:i„nn;, thercuz r cr non. Oracle , e(,)or�cSQL repositories ficm nrhiwh you captm-e data must be counted for the purpose ofdetfiRrmirvn the number of liven es r uxued. For any^Me agrog S tells from s�hicla you ca.ptuue data.a erg _5 gueuues4cpic re punted a Processor. In the ins multiple source databases. cSt L,repositories. or rnessagin_ systems. all processors for all imoes must be counted_ For the purposes of tT fclEow mg Program: Audit Vault and Database Frren-31 only the processor. 0 the sources which are protected,monitored or, dtted must be counted far to purpose of deteiminizig the number of licences r red, For the puu�oses of the fcllo,,NN aN-Program: CDua+ie ATG%V-eb Commerce Search on'v the processor axYou �nwih fch queries axe stroce.sed u t be courted. 3 ou.do act x`i�;ed to count pr o.esaom oa winch the Pro�raan is r nn ing for mdexc g content in configured content source-s as lcrg as the foregoing he only use of the PxogTa ,,on all the proces at,ins,tilled sr ven sew~era, P"r^ojet°tl in defined as a scheduled st t ��e�gate price:, plan is operation.operation. ]�taett? . is dabbed as a lccatuon to°nth a angle phy,cal address. uw IN 90,0,000 Queries Pea,Dad is defined as Evr , undxed thou,=,d queries from m to the next midnight(e g.,a day) to the pro,iurctiarrN. 7E.X engine. including but not,*t�d to: teat searches: changes facet:(refinement); and page up,dowrn dil-ongh result fang text box quei7, change ux Facet seie on, change in resn.lts yre � Qaeaues that can be red cnabhr showm to,be generated µria,mahciouus intent.,surzh as Lienhil of Seuce atmcks.are not co to l agamst the number cf licensed queries. 't%ou may also use the pro grn rs for non-production uses.mcluximNbut not limited to evelopment,qualit} assluance,and perfDrucan.e testing. S'kl:iu Reu-enue is defined as one million U.S.Doi ar it.a`rnnom interest income and non interest income)before-adjustments for expenses and tar•.es generated by os during a fiscal rea SNI Rt-i-enue U udgr^lkl:rnm gement; is defined as one million �,S olLars in a'l inccxne interest unco e and non interest inc:cxne',i before a4lustments For erpenses and taxes generated by Yd durmE fi,cal year far the product lines for:which the Programs are used. Record: The:Customer Hub B`B is a.buundle tLa.t i> dudes two coxupoaea Siebel L aLuer ai Customer lk�aster B_B and C�uacl'e Customer Data Hub. For the purposes of the Cu ac+n er Hub B 3B a�nccatt . record is defined as e total nuuriber of u�que customer d=ibase records stored in the Cuxstona yr i3- B'1:B a_oplicancn iL.e., s ed m a cornpoaeat of Cintouuer Hub B'Btl A customer-database reccxd is a nniguue bu isses:entity^ cr companxF record, uu^bich i stored as an accouunt for the S,iebel Universal Customer Maner BIB product tar as an orgacation for the Oracle Customer Data H ' product. The Customer Hub B2C is a bundle tl, includes two,components.Siebel Umiversal C rarer NYastex B'_'C: and Oracle Customer Data,Hub. Fcrthepuu ores ofthe C p roar Hub B_"C application,recordis defined as the to n=nnber ofunique cu;tcnuerdatabase records stored in the Customer Hu '~C° application(i.e.., stored in a component of Custo Hub B'l:C). A customer database rec:crd is a,unique ccnsume 'iVtlh'eO,..c1e e .lays%al person)record,which is:stoned as a contact for the ebel L°nxa+ersal,Customer Master product or as a person fo Customer LD�ata Hub productThe Product Hub is a. bt includes tram components, Siebel Universal Product Master and�'-acle Product Inf`ormaticn Nfanageruxeht Data Hub. kor the purposes of the Product Hind applica.ticn,reccad id defined as the total . ber of=que product database records stor in the Product Hub application r r.e..stared in a component of Product,Hub), A pro t database record is a unique product co , rent cr Sly :toted Lr the i1TL �'STE"1_lTE?�1S tab e xarith an a ctiu a or inacti�e state surd does not include an?.,/puyTpo� isWL.e. *-:star items)or orga=atioa assxgnuuents of the same item. Foy fthe:Case Hub Prcg'am a record isd,ehne-das the total isuariber:of unique ti a:e daatabase revaid_s, i in the Case Hubase database record is a°rni gue,request or issue requiring inl.estigatiau or set,rice stored in 5CASE t�ble xuith.a^nact, katau.s. I s ceme_Dedtutions.dud Fxile3_a-053.i 6_US_EN G page 1.1 of SERIAL 180233-RFP " or the purposes of the Site Hub Program a ze-cord.is defined 3.7, the total number of unique site d,'.tl.b3;7,e records staled in th/1 'h�'IT' las {su s, ' S-SITES-B table of the Site Hub Proaana. A sited atalia.se record is 3,unique site(e.g..an asset.1,building,.part of a.,burld��g (.UL. as a,store or a,franchise within a store.an ATM,etc..r)stayed in the Site Hub Program. For the cxyz-ami listed above.please see the application licensing prerequisites as specified m the Applications Licen, g Table a for the grant and,WLch J\, e accessed at iestrictians of the underlying Oracle techncloEN For the purpon a record L7 defined as ode-uniqueoccinTen 0 of any bummers a ,.1 c object or ma'Tel, I ata,comtrrict that You,choose to manage within the Program, R , rds v descr-e any Is, e-o ma in ny bar of entetprise information assets.e Only referred to as base members..including but not limited to,cast centers,Vedgex a aunts,'I"egal entities, 01`g3=Rn0111,plod� UL, vendMrs, tocattous.regions or employees. Additimal],'v,a record U e a. -utmayan,object, conimorah,referred t rallup be,17,that either summarizes base members a or describes haerarchi mformaition ansociatea with undex�,,rng base mek�ls. FeeGrL represent unique occur-2 ences and they do,not in,cZude any,da cater or shared.references that inay be essential for ma�er data inanagement purposes. Fox or company record stared as Sup 'er in the AP SUPPLIMS tabie of the Supplier Lifeci e Management and Supplier Hub ' in'h' PyCJ V a M s For,t,bepm-po,,esafth,eL:ifl2 Sciene.e,�C`u!jt� ier Hub Pro pwam,a record is defined a,t� ber of umque customer databa-,e records ,all 1 12 stared uy such Pmgr;axar, A customer data ba, record is a,unique physic ran(i.e-phys I person)record which is stored as a cantact far the Oracle Life Science s Customer Hub Pr'�,am 11\ 10,00 Records: is defined,a,, INGleansed.reccfdkl�,(J.-e.,rows)that are output m a production data,flow,of the Data,Quality for Data.Integrator Programs. Registered User: Youtouseth outo"',, 1 '3ms at any .shall seuvers.ze�aaiLlless of-whethex the individual is acti-rely US e Z, given time. Registered User�. all be business partneis and`or customers and shall not be Your employees. :50,000 Requests Per Dxy!, is defined an two hurdled fifty t d requests tiara..midnight to the next midnight(e.g..a day)ur the production systems. Requests that can be reasonab. s Im t' e generated via malicious intent, such as Denial.of Service attac1s,are not counted a.Etn-.t the number of liceirsed4l re I st,.. N.ou as :`souse the Program for nors-production uses,incmding ex 0""cen" r'out not hinited to development quality,assm-mm-ce.and pp or=nce ter For the purposes of the fo'-,"awitig Program. r the fall.ATG pipeline at the ATG DynamoHandler in the Serclet PipeLne made by web brov.,rsei'i GY rveb errice 'in e pr uction systems.including,but not hauted to:JS? SOAP -3 t' page requests:-Aj ax.requests:REST sellace Zestn P net-%,,ice reeme.its,we ser-n-ce,caLls by riati-re m6bile applicatior s-rich ��e, front end a, -sea de fi or other yare-rate stems must be counted.for die, W, f ' terunnina:the number afhrenses required. o For the purposes of the fallmiing Pr D %VebC enter Sites for Oracle,LTC.Web C ecqu.e,.tq7,to the production'�VebCexxtey age e servo Sites or production WebC'entex Sites ate-lite Seti,-ex Pro�_grmns for page or page fyagu 1=11.J, nests.REST s cerequests,, 'I orysers or e-%IeL al application :..t the 'a t SIL-AP service request-,or wweb,iet- ce call-by br m� ,plicatiGn,must Ira count for -e purposeof determim g he a number of liceirses required. % X For the purposes of the fd E Program: Endeca.Eriperience Manager.request-,at die piocrrctiorr ssenabler and Presentation "SDI,including,'out not I ed to:any page request for F-xipeiieryce Ma=Eell ari%,single submitted queya' 3:the Search Engine(text 'ox queries,selection changes in facet selection),page requests by am application(e.g,.,ATG Web Ca erce): direct requests he from web browiers'.. servics calls by native mobtle applic atiorn,rich front end applications or at I ante Ted externa,systems marit be counted£ die purpose of determining the number of li-ensa,required. Retail Regist : is defined as any de vice designed to record any part of a a es transaction. For gulp of the Oracle Retail Xstcre Office Program, the licensed quantity purchased must at a mmunum be equal t or greater than uiarber of Retail Registers on.vyluch the Oracle Retail Xitare Point Gf`Serkice Prog:aray.is installed aador I-Limai ,. cense_Detsnttions Bard'Fxiles-%-05 3 7 26-US-EN& Page 12 a' SERIAL 180233-RFP etas]Store:is defined as a.ny location where rw;o or more people sae employed to generate revenue by selling goods and seavi to stomeys. Retail Virele s I'let-i.ce: is defined as a.detached device that accesses the Program Example ofaavrele.as dedLces inelu ut are net limit o,; tanners,RF dea-tce ,PD .s. Revent a C'en r; is defined as a to peal reportamg as coriEgu ed within a Loca.tidn. For emimple,a,restaurant that ,,eps its reports; and configmati =separate fl it:bar and i.ts aroam service would require i R ea sine Center seen es ;ome for the [aw ant.,one for she boar and one fa trams ser-Lice)_ osettwaetP.artnee terfacePaace>ses. iPla =j are de:�nedasl}ttineaMprcceaMe laetzareentiadirg a�tnersw Precdnfigtared system to stern ladL- asad di SOgS far the rely ant E-Su urr Suite Applicatmn(s) are rroa-tided Each precanfi=g ed PIP includes a oUSLne,S d0,Uns t with the vocabulaiy�and a busine..proce:ss nath the choreography cols„ sage dialog. Rule`seti is defined as a data ages file containing content fcrr a given counto-y in order to perf'o to quality functions orptuniaed. for that cauntr� wflfl ilera,er is defined as the coniputex o owltich the limpams are installed. A Sera,-er license s You to use the licensed.Program t For the purposes of Acme Packet Programr_�sSe-r7i°er to a virtual en-virroament is:defdqA as a vu nasal msaahine image,. rt nt Service Order Lime. is defined as the total x of serace odder entry Lr : 'tsars rroce.sed Lcy the Program during a 1:msontll period Muktipk seaaace crdea entry line items ma'.be entered a:part of an. idual oustos r Service order or c'nota, You may not exceed the licensed number of Seraaice Order L.i�ft° dumtirng any 1'2 mo peril unless You acquire additional Service Order Lase licenses£Lora Oracle. 1,0(10 karte.; is defined a,one thousand unique sired added"R Multi-- te Quores created during a. 12 month period. Sites added to Multi Site Quotes are lit as records in the Site haracten �.' wr and the Fitllang Group View of a Multi Site ate. A Site record is unlquels defined by its Service,Account and Service, Lit fields. .4i smile Site(as defined by it Seed,-ice Account and Seams-ice Point fi.ehl-Site.)than is aZied fo muti.ple Multi-Site� t created diuin.g a 12-mouth.period ah-.Lbe only counted once. iu Soot: is defined as a slat that house.a chsp(n a,mutt¢- 'p modu;e�hat contains a collection of one or more cars. Regardess of the numb�of tares.each chip(or msr1tf-chip mwdule'.ha.L"count as a Pm'e socket. All occupied sockets on which hich the Program. in costa Led and`ar nmr.�ng must be licensed. Oracle Solaris Premier Sula.scripmtian for Nou- racle Hardtr-sire per{Dv elhl is defined a the right to use the Oracle Solasis Pirograirss (as defined,below) on.hard-ware, na maa:nufzrLnned by or for Scam,Ch-a e. and,to receive Oracle Premier Support for Operating Systems services (imited to the a.le So.aris Programs).. for the term eeafied in she arderaag dcc ent. "Oracle Solaris Programs"refers to the Oracle Sol a operating,ystem and the separately lice , third party technology(as defined.below). The Oracle Solaris Progra,n may coif in third party techliol'ogy+. Oraclie may pro de certain notices to You in Propam, Documentation- "Yeadme" files or the sta"la.ton detail,in connection with such third rail tec] ro ogv. Thud pima technology will be licensed to You either ua dex term of the agreement or if specified in the Pry graan ocaxmeatatian readme"fie--,or the installation details,under erz:ra.t acense tenor.,]..separate term,.�and mat under the teams aC agreement,( eparately licensed ttudpartytechnology"). 3our1 _111 to Use SUCh SeparatelylicelLed third party technology under t epaaateteL�arenofire.trrcted iranyweavbyt am-eement. e Oracle So rLsProgrammaycotunder'oedistributedwrifh paratelyh.exa�.componen� that are past ofJati a SE{ Jay .SE"'). Java SE and all components associated ra-tth it are licen e-dto You vder the teams ofthe Oracle Siam f ode License A_ anent Farthe Jx%,-a SE Platform Products,and not under the a e.eerment Lk copy�s !the Oracle$imain'Code License Agrees ent for Jan-a,SF PSatform Products can toe found at `PhD. ub rLption available only fora Server that i ertafied by Oracle and listed on the Hardaxraa-e K_ompatr�ty Lit(ECI-)at t._..!;. ""'' s �_-_.._:- " �. s ', 2 ou>mc.t obtain a •ubscxtption iLcense for each� ' et in the seraer. The subscrip' term is effectixe upon the efc ctive dare of the subscription ordering deenment,unless other��xas rvtated ur You. ordering d eat. If Your order as as pVaced through the Oracle Store then the effective date is the date,Your order 'ad aecepd ay'Orac, 01-acle,Premier Support for Operating Sysbem sei wises are prmided endear the appli:able,technical support olicies in er e t a e tit iR the estates are prod ded. t the sad of t$e specified serara 1'on coal;i neat four sukrscraption Lf awm at the then ta-ent fuzes for this subscription- P.'. scense_Defmdon&;rid!FaCey_a-05 p 1,16_US_ENG 1S of s SERIAL 180233-RFP kyour order specifies"I-4 socket server"then You may Only use the sub>cription an a,sen•er with net more than 4 socl',ets. T'o order specrfie = ocket server'then You nraa use,the ubscriptron for senler with any numbex of ocltets. 'S re. defined a.a ph° ic�_:tore acatron hick sefL_comas ct s.erric�e,that uti].Lze oa e Point-of-&a1e(T05)system. if? T�ica i ~tare 9oca nhas nitrltiple POS sy,.terror,then each POS system must be counted as a Store. Stream: is d ed as a cencurent backup or resttvse�,cb to a tape.disk or Claud target. For tape tares �;auhrch sae be a phl si a1 tape drive�e.g. 10,OOOD or LTCt6',or a�,irtual tape drn-e),each ctonfigured tape drive aaithin the Ora.c_e Secux ackup domain nnu.t be counted f\deten-uming the numbei of lieemes requLredw For dr h targets.each concurrent job defines.per t h-acle Secure Sacimp disk pcoolunted for detertairnng the number of licenne,requued. Foy Coud based tar g utilo.aina,the Oracle SecaneB•a:cl upC:Ie,ea.tih passe:lteco::er;>I Tanager 1rvl_ Ti al=annel nru.t be caw'ted for de rtntnirsg she Hoarser of licenses,required. �ub:rrihet: is defined a (a' working telephone niranlex for all ixireline de,.ices:{lr'a,portable ha d et or paging device that has been.activated b4 fou,for tauel'.,communicauom and paging tc,a resrdentiai drop or a rion esr nxtial deaice er,�ced by a cable Provider;or(d')a lire caarzaectedIu.ve meter. The total number of Subscriber-,n equal to the a giegate of all types of S,ubacribem If'!our business r;not defined in th rrunary definition of Subscriber above,Subscriber is 41, aared a-'each U.S.$1,0,00 mcrement of'V'oru gross annual revetsixe as report 4 to the SEC:rn'i'our annual report or the egtuvale 10�accwounting or reportme document, Suit-e�; is defined as all the functional:a ` ,fie components described in the producti] �waentation. Sun.Eany Device: is defiaued as the Stus Ray coo z rater on which the Programs:is i g,. , Systetta is defined as.a. .mrigle c rnfigtu anon enwF~ir oatp2errt Test,productro end development configurations axe cory tdered three separate y�terns that moat each be Lcensed. Tape Drive is defined as mechani a'de dim used to\i.ne!"Faud. e/ar. d and restore data from magnetic tape,.reeds. Typically used,but not snured to, data protection and arc.hiA alr. are deployed either as a standalone uantPs) ar housed aaithin a robotic tape libr?r�. Examples of tape chive } •e not linnited ta-Linear Tape Open iLTO),Digital,Linear Tape (PLT).Advanced Intelligent Type(AIT),Quarter-Inch C a rtria. QIQ,Digital Audio Tape(L�.-"t.T),and Sruru Helical Scan. For cloud based backups,Oracle counts each para'lel si eaan or IC ,oa-ei. lvlanager channel as equivalent to a,tape drive- Ta,p•e Liibrsiry Arlo t,. in defined as a,phruca-slot locatio thin a tape ' rar f where each slot accepts a:single tape cartridge. Technical Support For purposes of the ordering doc acHent..t hnrcal�upport cnnsi is of aranuat t�hnrca_-support sea,-ices, You may ha ce ordered for the Pt.-ogrims.Ifordeaed.,annual-technhcal supp '�ludmg st year and all sub�quentyean)is piovidedunder Orscle' technica! support policies in effect at the nnre the sei' -es are pr added. The technical sup rt policies,incorporated in this agreement are aub,ect to change at t h sole discsenan,lwea er.C?r Cie policy change an i11 not resuzn a,nrateaial r:eductioP m the lea el.of er <e:a proa:ided for supported Programs dun. a pear ad far t� ch fees for technical suppo liaa e been paid. You shctild re,rear,.the policies prior to entering,enta the ord..' g document far the applx:able-en-ices. You may -ce s the cm-rent t erseon of the technical support policies at..-_tt.._:: _-, _..- TecLLcal support es effective u a the effective date of the orderrngg document unless otherwa-ise.ated ui Your:alder, If'Your arder away placed duough the Oracl Stare,the effective date es the date Four order was accepted by Ora�'U SofEa-are Update Licesas •:Support�;or any srccedsor technical support offering to Saftwaare Ltpda.t core Satippart-`'SGrLS";; acquired aaitb Iroeu or i uaa.y be renewed aPnu.11 a and.rf k'or[,.coca S[JLS for the same number of l dens =fox the same Prograrus.. for the farwt anxr secs d renewal yeas,.,the tee for SUL& will Pat increase by,.more than 4!o u er the prior ye, -'s fee.. It Yaw order is f-�tr=ed by,m tier of l ra,cle's partner Pragrain,the fee for SL'LS,for the fn:st renewal'?rear wall be the pe e quc,ted to?flu by Y'an partner.;tt fee for SL LS for the :and xerye al =ears till not incae..:e ax ruore t]xasx '-'®over the prior yea 's fees.. If You de 'e to purclna technical support for any lice,.se w3dtin a cease:et,.T'nu are recurred t purchase tec a£support at If wane e,el for "liven es earthen that license set. You nna a-desupport a submit of liven e m a licenr.a set or-' if agree to ten a e that~asset srf h en s. The techrdcti support fees fay the remaiaung li:ensea twill be pried in accordance with t ec�ca_I. su policies it effect at the time of tertnianatian. t�racle"s acen.e �t definition is available in the current technical xuppolt cause DednLdons m Pie_ t135:1,£-Gib ENG Paye 14 a SERIAL 180233-RFP ohcies. If-1rou decide not to punchare technical support,You may not update am,un upport&d Program hcen:e-s xwi.th new;versr '{ cs0 e Program. Teleprtrue"a:ueryber is defined as ea.h unique telephone number for which the s ling,iu#orrrx?lion is managed of ca:pz'. u:gig the Pro_&nr.regudle�ss of the number of`rndi%adual account holders assomated with such telephone numbers. Terab�-te: r�fined,,as a terab"te of computer st€rraee space used by a storage filer equal to one million bytes, SB In Total -k 3 >, is defined as one billion LT dolL,=of Your latest published or intern3lhr a 6 aiiable,`"T `al Asset�w'alue'" as disclosed m Four-a�ual report and or regukiwj..- filMES. Trainee: is defined as l ruplo.sree..contractor.student or other per-son-who is becne recorded by the Pr ZP:=L' Trmusatrtdow is defaxied as�ch set o f in-teeactuon>that as initiated b5,an apphccatxon user recorded b C cle Enterprr e l I rsa.ger to capture aciailaiba rty and perfm ance metrics rased in calculating,service levels.. For example,the f wing set of intexacn,ons would represent one iran.,ac Lion: Iogrn,t'earch cu Comer.,kg out. dt Trttus:a r tion.Serer-ice,C lieu t: is deNd a.a,deA„ra:a tlu t i;tared to recemaie d tta f"oai air ext ral arotuce t-tr record a sale.>tr wars acr sMn (e.g.,g.,a adevLce rn a coffee shop that is A#bit customers to enter their andxaiclr orders). nrulktple nag hard�saa�e er:��ase�e.g.,, a TP morutor of a yweb server product�:is d L this number mrrtbe measured at the ut plexxng front m ti t For the purposes of the Oracle Ho prtalit .`rmx nv Trani,action Sera,i es Pro gr 4vices&araxe used to*grid property of ievenue center c oasts atrratson t=o an e ternat otin'ce-mustb kacrated-must as Trarr.acty w1 Client. Foresaanple.if a digital si age proxider taa� to dr>plav menu item infdrmrtioa(e g..prig ,name,et..)on a menu'�trd be id the conurter aard,the naemi board.s,item requests that a device pro%ades a list of the menu ite and prices that axe ilab e,for pru chase.then thaat deai:e must be licensea as Transaction 5entces Client. T-P D'n-eleper is defined as an Lndr,idsxal authoruxed by l u to us Programs awh srdch are stalled on a angle ser-er or�multiple sen�ers,regardless,of thex the mdr adual is acti�aely using tl grams atan_r given time, L7PK Developer may create,modif,,, new and.intera.t.with simulation-,and.docum- enta.tioxr. UPK Ilodule: is defined as the functional software compo nt de, bed m the,product documentation. Video Wrapper: rs defined as a stand;udi:.ed cont3i that acts as a system for%ndeo assets installed per site Examples of video vvra;ppes formats r=lude GXT.MS ,OPIA,A ktime and Ls' 1T4"xreless handset: is defined as a zrobile co cations device such as a ile telephone,PDA,or paging device.,that has as primar;fim-niGns wireless voice corsamus acatn sand data ser,ices proaaded ter cu z senice pro adder. Workstation: is defined as the ciaent co cater fi-axra VVIUCh the PYOgrams are being alopessed.regardless of.where the Program is installed. Term De:iEnateon 1,a,d, l,.5 Year Terms: A P ®rain license specifyiiug a. 1. ,, a 4 or s Year Tessa shall corers ejcs on the effectrve date of the order and sear continue for specified pextaod. At the end of tine specified period the Program lice re shall tennsnare. cense_Deduitions a1 d FxCes_a-053.126_US_ENG page 15 of SERIAL 180233-RFP �ceusfiig Rules for OracleTeebnolo-gy Program read Gracle Business InteffigenceAppli-cations F- Over!! suhj act,too-the coni'itizns that fol]ow belotr.Your lican::4 far the Programs,fisted an the!:S Gracie Techr-olon,PrEce st, w1uc may be accessed at a include:the debtto run the nsed U .................. Progra (s)on an uss-licen7Ad spare computer in a failovex end-Lromment for up to a,total,of tern separate dzys in any given .1endaz year or :amp€e.i tamlov er node es down for tvAxs hour on Tua.da and tlue na cr:on Fndati..it count:,a.trrvo dad ,'r. e aoov„e might orlya lies Whler.,3,numberofm-ichineLs are 3nanEeCi'M3,C luster and-�haxeor--*disk ayyl-i,. Then the,pnmary n, efJ.L,,s.the faLcn-eynode its a:T the prumaxyr-ode- Once the prML32Tnode is repaired.YOU Must switch back to the pi.imary, de. Once the fai],Cnvex period s exceeded ten da-Ys, the failover node, must be '.1,ice=ed. In addition. oLy one failover M e per Clustered environment is at charge for up to ten separate days eT,-en if multiple nodes are confilLued as fai'Gver Doxmt for maintenance pmpoaes counts tow. "n the ten separate day-1==atLon. When acer-nsg option on a failo,-ey envuosmient. options must match the number of licenses the associared d3lMbase. musLmumis are nraived ononefadavex-nodec, _ Any use beyond the rt&granted m this section must be licensed separately. a failovey em-nonment. the same license metric inu. be used far the production and failover nodes when licensing a,gn-en c2us red sorfigui-ation- g _ Testing; For the purpose ofte.. g physical coptes of backups.,Yow b ten se fbr the Oracle Datih, se(Entexprise Fdifioii' S m ndw d Edition or Standard Edifton 0ne): ludes the rightto inchthe database on an unJi-emed compulello 6rup to four times..not exceeding 2 dayspaver te=ingr,in any gi,.,-en ca dar year. The aforementiorAd right does not voverwf rem data recovery method -such az lemote Mizumnig-where the oracle gram bimtry files axe copied or smchytruized. I You are responsible for euzuiing thatth oll,oning rertrictions axe not iioh te& 4 Oracle 1Ctaxab�3:ze Stsurdard B&bou,2 may r be licenzed on serrexs that Lm P X-1 maximian&ca, aciry oft,s;ockem, VIwn used with Oracle Real application ClusLters.,Oyacle arabase Standard Edition I '�'iv only be licensed on a.maxim-Lim of 2 one-socket n in Your Oracle lice: e agreement to the contravi,. each,Oracle Dvtabase seLxein. In lrldfti011.norvviths-x ;rez Standard Edition 2 d2t-,tb,3se may use a ma,Y= f It,CPU threads TWhe.u-,.,:l �fh-Gracls Real'Application Curlers.each CTacle Database Standard Edition 2 abase mav iy.,-, 8 C'Pu threads per instance at aral,time, If You purchase Named'--ser Plus 1-';UP)li-emn,es.,You st 1`112111121''/z of 10'��7'1:P per seixen 8 not engineering -equirea bir law for If IM are licensing the Oyacle d2.tRb,a.,e Program.You,Mni ' M se or permit reverse enguseei ( ess i disassemblY or deCOmpdatiOr-Dfd3t,3,F01 included in or produced bey dratProgram-.the foregoing includes 1.py6hibinon or.,reverse engineering of code.data clures.file formats or memmy formats included in or produced by that Pr ogg am or use of any tools or products n raved from the reverse eugmAerinz of that Program GY those ,data formats. 11 =Dzataba 'N'fachineL and Oracle superclusters. x-adva,1fultitenant man"01111V be used On Exadat"I e N- ,ner.-� Oracle S'Upeyel'Unte'.7s. _a data E� �s �fachi on Ex'311 W e b10 g 'e."s or 'gic Sercer Standard Edition woes I Sei7,-er C stenng, - a 1 7 Busine7s Intelligence Standard Edition One ca Gn2y be licensed on sen-ern� t ha:%,-e the abLliN to run a.mmcunum of 2 sockets The data sources for BI Server and B I Pulba are lunited to the mclu,!�ed 0-ec le Standard Edition.One,one other database,s and arry number of flat file source-,such- C'SV and XLS. You Lusiy i: ne Warehouse Builder Core F-TL to pull.data r 1 _le St EGM az'v number of 11ra,sources but Y �ust 1�e on1v the included a abase. st, dEditiGn One.a,-,the larget slat;V3 sm. Luformiatica Pcr-.verCenter and PG-%Aer ' sme-t Adapters m;ry not be used on a.standal ne basis or as a standalone ETL tool. The Lrformanca.Powet-Certer and Pox _'onnec.tAdapteys I-niy be usellu'Lth anN, dalt, pro%ided the target(s) are: (i,)the Linance Management App�icatiorn), Po' 11C ""er 3uL e ap,Oia,le Ida mess Inte1a:ence a cations Pro pam,-(excluding,Hiperion'Emerprise Pe crated (ii)d-undexlyniggl atfforrm-o h, the Oracle Business,Inte1gence Ex-terided Ed!ition N*Era.m.Ctrs 'a Busmes,IntelhEence o Standard Edition One or as crated components of those lousiness Intelligence a:PPhca.tiG;&PrGFramn run, or(in) a. :caging database For any•of the fG going. Izformatica,PowerCentey and PowerC.Onnect Adapters iso be used where the 0"-,c:e 2 "0._ 11 ,rant Busme.s Intelligence licatior-Programs (exc!udinf,Hypenon Enterprise Performance Man"... nt Applications) are the source and rom-Orncl Business Intellif-suce applicatior Pragrams are the target,prodded,that u,, p do not,use,Informatics.PGivexC enter and P aqnConnect adapters to transform the data.. I- %k7ith re.,-.pe-r a With respect to T� I- the lreba%-Lor of.or ,a,SF Advanced and Jaxa SE Suite PrGgraims,You may not create,modif-11,or-haNr' authorize Y �isexs to create.-modif%r. or chanEe the behaviour of. cl2sses,, interfaces., or sub packages t are in an, wav pac,ager idenn,fiedas'Jxva"."Jrcay," "sun"or oracle" or any v3riafit)n of the aforementioned naming,conventions.�t,installation and 7t," auto-upda, 'Processes for these Plop"maus trans"a limited amount of data to Oyac'e (or its ien,-ice pym,i i about those specutic rocessess to help Clracle understand and optimize them. Oracle does not associate the data,M-Utis persona ., iden-lifia.ble ird non. You cam find moremi'mmation about the data Oracle collect i at v. - Addition..'copyii.ghit ,-_--------------------------------------"",0- noti s ard license tej.mn applica'ble to portions of the P gr ains are set forth at If. o� ... 0111" C 0------2,13 ' ....... -- cease_DeEnitions and.Rules-vo,533116-US-ENG page Its of is SERIAL 180233-RFP �rograms that contain"for Oracle Applications"in the Pxoeram name are meted use Programs. These hinted we Pxogra i +F be used with"Eli ilale'4rac:le app=icati:n Proraan,that contain t `t f o mtin tasttr cn�pt the Pro gram aa : ,ce FuN, Oracle Communtcation.4. Oracle Docnmaldex, a:'1t-avle Enka*. Oracle Knowled , Oracle Media, Oracle tails`, Orac1 nterpris,e Taxation's,Oracle Tay Oracle L nHt es;* Oracle Fruancaa"Services* Oracle FLFXCUBE O ac 1e v eleuu,, t�aclel�,anta i�acleHealthcu�e�,thacle'iea_th S�mence �rac_""e�rgu f�racle Le�at ("}raLleln.,tnance �7tacl�e ratsa ,-eta, Oracle Ho" rtalit..Ot a cie'=i,and C'hi acle Relate. For those pi efixes designated above aA,-tth a"*'not a'l progr With that prefix are e b1e For use kaath the "For Oracle �,aplic.a lion" lianited use Ftognatns, For a.list oT e chided PanaM please reaaeuu=the ? ic:at bus Licensing Table,which—may be accessed at € ,: gy ,.. llotraat n,isn anything alaoA-e.Oracle B -ine„Intelheence Suite L dended Edition for€xacfe,-pplicatrnr:may orl.=lie owed taz "elietoee-' ra 1e appacatioa Ptagra .that cont3tn 'Cho Le Fusion Iiitanan C apatal adanageine¢t as a pteftx m# €Pto s mane provided that the Oracle Futon H n C'apLtal?tlana Eernent Pro grams are the onliF Progsamn cariftgured to tun a ga` at the data ba a[stance �hacle$usiiie s it ence Suite Foundation Edition. for Oizole nppheanon Ina, also be,use taith the Oracle Product Infoaaxmanon'Y.nna.Lement° a yrncs,Fusion Edition,Oracle Customer Data Management Analy-n-.Fusion edition and Chacre Pt¢duct Life.vcleA¢alvnc, ropami. Chicle Business IzteHieence Suite Foundation Edition f Ch-acle A pph-anoir,May a."So be used vmuth the followingg�gzaxrs pro+ided tltaf the i h acle Fusto¢ pspphcatio¢w ate the, n y data source: Ora.1e Sales Analytics.Fuwion Edition: Cha Partner Aualyti .Fusion Editwu;Oracle Supply Chain ad Osdei ISfanagement Analytic,;ClaavleFinamial:4nai'wnc ,Fusz tioa;OxaclePraocruetruent and,SpeasrlA alylir.,Fm nEditton;Ora.lell rauResouxde.:> ryanalytics,Fusion Edition and Orac' ropect A ahlics ;r"¢^ie of lrsuited use F ografi ctmfainin "f Ouac�e x4pphcation:"" by other Oracle�appahcation was tlurt3'p irr appFrahons is not pea�kted. � Oracle BPEL Process Manager Opfeoa�a' Graxle �.pphaahans may'be, used o o to enable bu wares ptoce ,,er +rrnslilo r interactioas aicid roa als+mithin ehg ble�racle �pphratmonw. lye orx:fomar rrxte cnom between eligible Oracle Applications and,ether Chicle Applw=anew,or third pat^%P, .pplicatioaas,are allcm-ed as Ion s they are enaPtaiedaajtiated whits the ehpible Oracle Appkcation. Bit the Processes ded an BPEL are allowed as as at least name of tire se ices invoked f om vrrithaatFe Eu rme ex PrDre acceat oar etible Or. le "pplt ation either r+el (via Web fey?ice l or x>ua as adaptea. * Oracle Bu ire .Int hen Suite Foundation.EdhI for Oracle 11" 'cations may be used only to perform z1 r -repam and analy r against a nansactiori databa e. data - u-e or am Jbzse OLp P cube tt i) the Aar acnan datebawe is eligible Oracle pphcatroLs transaction databaseitself an extra- ion.in whole or inpart,of an e,gible Coracle,applications tram action database.without non>f twatron( u€r .reps t ape a .anah rs a atn t a non action datah,awe that rs not an eli eible Oracle App'-ications transaction database regmixes a full use d, -nse of Oracle Business:Intelligence Suite Foundation Edition)-. or iu; the data aa-arehouse i a pre-packaged eligible O•iacle 'p_z cations data warehouse.with any customiaations neces sate°to re£?ect cu ston=a tions made in the eligible Oracle Applic on--., d re t cted or]-v to the elie hue Oracle.-'i pplica tton,sourced (iner},reporting and an ,y i a push eute�mon tot zta ware u e drauz fcoaas source wysmetrt notsuppar;ed la x the pr - pacltaged data wasehou,e., require a f use heem, f Oracle Bus' s. InteL.gence Suite Faund,ation E.ditton):or (Li) the dullensions of each Essbase OL%tP Cube are soTnc from eh pole 01.1111 e pphcattons ■ ale Ml'ehLa®.c SiuTe for Ora le:=ppiication, ay be used only a..an bedded runtime for eligible Coracle Applications or to dep.oy"custom=anons to an eligible Ora- [application. The Web grc global datasource or one of the slmeoLopc appltcatio,datasoutb-,,must be cotif p n eti t xacce.-,the ,:hero.?of an eligib Oraiclle Y.pp:zcation- ■ Da.ta Integrator Enterptiue dittan fox Oran e Applications xna,=only be used tar die Oracle supplied data integration jo"bs wad customization of the s npphed jobs is all "ea. For the as,romdance of doubt.,ex amp s of a es that are not permitted tnclu,de,but are not limited to..the fog mving. ad . new jobs that nupport different applicatic . new, schetua.,or pre+,aou ly unsupported application modules. • Chicle SO i Suite for Oracle ^gyp tc:atto¢s may be used only to enaoue iaitegranan.bu ss prncea,es,ma"orFf_o interactions and appro�.ih uithrn elite le ac'.`e_application ll'r�rFfloa.�cn4eractions between elig"le �a-le Applications and other non- eligible Oracle A pacahons r third party app€ication are allomaed a,'long as they are eit r initiated or tezuuinated[oaths, eligible Coracle'pplicato :. L"saw bf SCta enamp4.ite {;iaclndir g but was Limited to Rules,I f: tor., SLT txan tcaatus.BPEL place.ses.Sprain=comp nts. t&'nslo :era cej a,d.C;ll'ua11 secur2tgR police t v a om ed as long s atr:sass Due ofthe:et zees invehed fi otn aandmin e h composite accesses an eligible Oracle r=epoaLcatiou either nznvel- i;Ria,We sere-ice )or via an adapter and the invocano¢is aairt of a,flow that is either irxt#iared ar tezmwnafed aat'l n eliesale tJaa le Appsc a .n,. Or a.1e Ser-vice Bus (OSB)usage is a ow d as- long as each ser-nce deployed accesses an eligible Chracle Application ei r natrvely,= (x-ia Web services)or+,i ,adapter. Chacle ,'eb ' ater Portz; ibr Oracle etpplicatiom may be used onlly to «[-face eligible Otac e Appli a "a'' and custo m application- (collectively, `�ehgible-a.ppucations."`Y. Surfacing any third-party applications. rrcluding other 3 licatious from Oracle,r uares a license,for Or acle'ls'ebCentter Portal. Multiple eliigible applic aticars,may be surf aced in a singlie rtal rr stance pro=,id that a�Ii'ebCenter Portal for Oracle Applications license exists for each eligible application swfaced the parta.l. We, ester Portal For Oracle rpphcations mmary be used to integrate the various WebC'enter Mer,ices>(e.g.. nrizis,' "ogs,;and usnon " into an applica.tian context. as well as to build out castor¢ ta"ork0ows and notifications between the hgible p-acation ins brh'eL•C"esiter Portal components. The content management features of the fli-a,cleWebCenter Postal for acle ste¢se_ eiiaitfnns• 'Fttlt s_tr 5_ ? _tdS_EF Page 1'o SERIAL 180233-RFP placation s Program may be usedto store and manage document-,created outside of the eligible application provided that s ,do ents are related to the elidble apply c ation or to the application context. 0ra-,4%VebCenter Imaging for Oracle r-ppLiczations;may be used to create and modify uriaging searches,to modify pie pa aged imaerz application dozument types, and to create an€l.tw crfif iupui mapping ko imaging,applicaion. Oracle" Center Ian agong"fair Oracle Appliczations may also,be used to urvoke web service zpplicauon pro grammiMg inteyfa es ( fiA 7-) , C I � Our Oracle Ap,v,—cation workw.s.flora A license for WebCentar-Imaging for Oracle Applications-is rewiredrG define d&nunent tape ss f< the nagement of image.um-elated to a pre-pzckaged Oracle A.W.hcatious integratioiaL to de'.-el'o0p,L-MI'7 MWOTHOWS, and to,i :,ke- Is from custom uorkflowsorcumtomapp"",icati.or-integrations. Oracle Identity Access Management Surte Plus for Oaacle-Apphzilmns m ci ay be useo ��. t if6itir a crated Fetioirs for us,ers of and within eligible Orac'e Applications. The Programs may be uried to do flue fcl G.Aring add.,Mete naafi. and manage user idea ies and rGle:,it the eLigible Oracle Appli-=Gns: 1,2)provide iveb access mma.TEement and single sign or.into she.ible,Oracl'e ' liattons-(3)provide,data storz,one or virtualizzation to data stora ge of user"' entities and us;�]-idsntit-N er related infortintic au ntrz ation and authorization po.�dcies for eligible Ora�z'le,�,LppLtcatXiou�s- 4�pyma6e Federated sir�e- sign-en to eligible'Oracle A hcatiow,�. • Clr-a�zle Coherence -e tion for Orazle.411tpplicattons may only be used'Anthmin the a7,,a Vu tual Machine as the 7 eligible Oracle Apph,atlan con tints. • Oracle men Gate for Oracle App cations, may only,be used wath the C4�&cle supphed egzationjobs. Customizaticaofthe Coo ailssippled urtepati on jobs is cowed neersitated b (i) stounzations cf� i. souce applicanon Gv of the raxget application or(n)for performawe rut , of GroldanGate configuranoti, Orac*6oldenGate for Orade Appacafiom may not be used,(i),far data replication to non- racle databases or(u)'by other Oracle plicaftons,or(m)by third pasty applications for any type ofdata intep-anon frrr eplkatio u-poses. For&e avoidance of veyMnlple'l Of other uses that are not peTnutted. include.but are not hi rated to,the ftrlltrwing licanug data to non-'Oracle labase.(1uichi&ng Nly,SQL),adding new, source or target schema,s,ridding tursupported,applican mNlules to sowce ore tat I schemas.,sitpp ortmg other replication topologies & u IiSd a4cle. ■ e The license for the Hyperion PI anising Plus Prog-ta uincludes a d 1' use license for the Oracle Essbass Plus.Hyperion. Financial RepGrnng and.Hyperion Web A n ilysis P -ams. Suchnz-ted.use Licessse means that the Oracle F—sbasA—Plus, Hyperion Financial FRporning azd Hyperion Web Al-Amn, sis Pro am: may only be used to a�zc*.-.s data fi-om the Hyperion Pilannir g Plus Program. The Oraz le Data,Integrator for c]e u.suress Intelligence Program may be used to load data,frons any data source pro%ided tLit the target database is the Hyper n Planning PIUS Program. Specifically,the Oracle E—base Plus Program cannot be used to create E—base Cubes that do no o am data,used by the Hyperion Planin g Plus Program and the ,aggregate Storage option component of the Oracle Essb, Rus -Ggrain May not be used. a The license for the Hyperion ProfitabilitY and C ost M aEement Pr -am includes a Linuted use license for the Oracle Es.,;Is3:.,e Plus,Hyperior Financial Reporting_,Hyper.ion WeIr zal'viis and Or. le Data.Integrator for Business Intelligence PrGemins. S S uclrhmitedwse license mearts,that dle Oracle Es_--se Plus,H3,penctr Data integrator for Business Intelligence Pions , may om"Y be used To- "I ceL,,data f7om the Hv.perion Profitability and Cost Management Pro gram. SpecificaL,'Y.the Orac" ssLoa sePlnsPYGE7amcojm=no data used by the Hypenon Picatabilitv an o7t Nfaragemesst Program and Aggregate Storage qptixsti component of the Oracle Essb,ase Plus Program may not be 'ea. If You purchase Narned User Plus lie zes for the Progxams listed below, You in t zzraintain N.qmed Users Piu---, per Processor: / ■ Oracle Database Enterp '�y Edition NoS,QL,Database Ente n'se Edition Times Ten I Database ■ Rdb,Enterprise E do ■ CODASYL D3 S, Data hitegrat Enter rise Edition GaldetrGa, ■ GoldenG fdr Nou Oracle Databme Golds ate for'Mamfi-ame Col -,ate Vendata ■ dentate for Teradata.RephcatiGnSenices ■ olderiGate for Big Data GoldenGate Foundanon;Suite og Data Integrator Enterprise Edition for Oiac"e 4-iceme-Defluitions md Rule3-i-05 3,7 26-US-ENG Page 1.3 of 23 SERIAL 180233-RFP GaldenGate far Oracle-Applic atioms Endecl,Discover.v Foundation for Oracle-kpplic ations If l'ou p chase Nnined,User Plus heensts for the programs listed beloix, You must maint-ain 10 Named Usem as Per Pr r: Sava Sh 'dean-ed ■ Java SE te %VebLGgic, -er Standard E&6on ■ IV,-bLGgk Sea� E t ir'-s Edition \lm\-, ■ chase "in r, W,.bLG �n erp WebLogic Slul 2 Web Tier • Coheience Srindai°dUtim,One • Coherence F aterp6,ef!:fim • Coherence Grid Edition • To�pLuil-and.4lipmphca-fto D -e2opmenl Frainelmorl • Glas,'Fish Sealer \, I/ • Inteampt Application Ser;er Stwn�,d.Erltion* ht • Interaet Application Sler,;ey Enterpf e Edition* • API Gateway • BPEL Process Manager • WebLogic Integnition • Senice,Registry • Eirrenpise hepository ■ Fonw,and RepGit-- ■ Managed Fie Tr3m--Fey Tuxedo ■ Event Pia-essing • SOS;SiutE for Non Oracle�,,Lddlewzre 1;reified Birsiness Prorsss Management Suite fbT a rracce iddlewaxe Busmes.i Proce-n Manapment Stanlazd Edition Application Adapter- • Orac]e E-Bmmess Suite Adapter IntegratLon A&aptar for SAP R`3 ■ Iutegrattonridapter far JD Edwards Wo, ■ Integration—1 diptei:for Siebel • Cloud Adapters B 2 B for F o-,ert aNle t B2B for FD1 • Healthezare Adapter • B 2 B for ebXIM L • WebCentey Suite Plus • %VebCantei Portal • lVeb Cente r C ant WebCentey Site7 • WebCant)ar Si s Satellite Seii,-er ■ Ilk"albc'en'ter ni%� a3l Content Nf=Eement 1'TkqebCem. Imaging • %Veb�C#er FoLmi--Reco,gmition Web enter Faterpme Capt—lue ■ Wkemtey Di tributed Capture ■ C anle:F-1131-Ti.C10113b.1,11i. 'e 0,■ IV:bbC a., Site,-,MobL ption nretprise Identity Services Suite /C.e_Deamdon&sand!FaCLL;2-053 1,16-US-ENG Page 19 0, SERIAL 180233-RFP \.' """e stst'r C»overnance Suite Ices 114anagement Suite Plus t<tlenaants S.erwer E tlernants S,er ex Security Module ■ Be. rr Enterprise 1 e''ltrwatiian sel-v,er �'�yy,�� � *The "yam ser Pselus I+,fiinigxtunT does nest apply if the ;Program is installed oh ae one-pro`e:sox imacLiix t al,±awv- fozr a naammuxn of o ur per F°ro�am. • If Ycu.purchase N_',. ed.User Plus licenses for th'e Chr'ac:le Database Personal Edition Progra i..You ma only ha-e a rnaxinauan of one'_tianTedl eXp -pexdanbase. • If Ycu punch se Named : a Plu.,licenses for the Business IzteLHgence Standard Edition One P grain,You may only have a rYra cca2srrrrr nunaba of fifty 2I. r*d ar Plrr Iicen.xs:. You axe responsible for ensmir�g areapatiance wuith the Technology,gr.socuated PTogr'ain N ching Table which maybe acre sed Licensing Rules fair APplicat c-us � You 3 e Takla,ble for ens ri g cozrxpla ce %mth the appheation licensing ' ere iasite. a: specified in the "pplicanont>You are•, responsible vt^ht,ch nny be accessed at ii,°°a 6 r�� Licenaine Rules for-a1T+G:Applications * The tlxad le:LTG Wet;Commerce Brrsirresis Intelli nee Programs and e Oxacle.ETC;Wet C:"-ouaitaerce Busuress Inte:,ligence Admumstrator Program insy only be usediaiconguncti mitherthext Oracle TCx lYeb C`anrtnerce Iarograan andreTthe Cfiracle €iTG vVeb Ksomr ,ge Isfanager Praerrna. You xva—11 ever..e Your data mode:to include other information provided the 3 :dd€ti3nalinformatio uppleament information cs alr dy uded in the Oracle =tTG U'eb Ctrun eme Piag'ranso¢in the GI-acle a".TG Knower wedge Mahagex Program. • The C:oanos BI Consumer Bundle is included in the 0i: le 'TG Web C:onunerce Business Lhte'h?ence Prxsmm and is compassed.of(a)one(1)reporting engine for anon mow A,iR re consulting of no Frior'e than twa,a(2)processor,and four(4) total cores,Co}urluinted anon r-naous report iiewea sea: tenses..4'c% ne tI"Iti,teed BI 4��'eh 4 dm nistaator:seat license and one [1 aTned BI Prof s fan?'Ttiepra`t rnthcr seat hcen, one adclitia seat tense-xasar t be licensed separate =purchase of tJa a le N,TCF';`eb t ommerce S$ dntuv.�tratar sea a en es at ah adar ail co_t asd axe nit uacluded ir,an�P enterp -m^de or srnrs_ar license. Licensing Rulesfor D11 A Pro Erams Fafloi-er. Subject to the condition s that fo.t below,Your license for the follom' Programs- Orac'e DIV_4.'Prograxns(Oracle DI5% xclltia lvlanager. dlracle 3 Ids r hiss Avid Ccinectnik Oracle DI :Lrchi,.e "pplicano . Filtering: Orac`e DR °,clis7e Story e Ir an wlama�er,Ctra le DIS �a ` e E•part f`Impart,and Oracle DI5 A.Yebic-e".0 nratic Data ILgr'atioE includes the fight to iun the licensed Program(s)on an een,ed spare C0111PUTeT in a fails,ex emn=irorm: m. �o,�r up to a.,tonal of tee epaxate day_in amy gr,ea c.a-"%emdar year(for e amrpn ,if a faslorer node rs dom�n for trso hours on Tues'ag atF,d three hours oh ,Fnd .it ccuntn aL tsaro daps. The above,ight only a, res trhena number of machines are ccn ctedto die di 1,cat or ta.pelibraryl i.e..the machine are not rn a clustered en:-im and the machines zliaie a disk airay or tape hbneulr' VVhez t' prunmy node fails,the farloe,-er anode act,as the prertaary node Once the privast-5,node i s repairxed,You must sup t;h back to the pa arti node. Once the failo*es period has ersceeded ten da ,. the fatlover node must be ceased. Dom-ntime for nrainten?nce put ses counts towards the ten separate days linaitatian. y use beyond the right granted in this section must be heensed separately. Licensing Rules for Ed-wards Applicatious The Fottndao rograin contains the de-celopment fouhda.tianani-rronatsent`toollut. You understand and a' nowledge,that any sof waae F'rtr ant.deVeloperl axith the funcnonalitsv of the development foundation emimmirFenutoollat ss s `ect to the teams and catrdi n-, of this agreement. You wili defend and.inn'.emni�v Oracle against are c:sills. by turd par s for danaa.ges (iuciu� ` -,muliout huritation. treasonable legal fie arising cut of any computer Programs genex,md,by Yc utilizing the dec'el client tools in.luded in the Praeratns. ORACLE DISC"LAD-IS 34!T'WARRANTY THAT THE DEG' OP"MEN'T T S, INCLUDED �-vR THE PROGRAMS WILL ETiIERATE COMTL-TER PROGR NIS 'WI THE C` RACTERISTIC'S O'CsSPECIFIC.=.TIONS, DESIRED BY YOC , OR TH-^T S :CH GENFRATED d OM TTER ROGR_^INIS WILL BE ERROR FREE. resense_ etsnstsons and Puiles_a-05 311,S_US_ENG Rage 20 of SERIAL 180233-RFP Licensing Rules for,Oracle E-Business Suite-4miplivations • Please be advised that only asubset of the products mcluded on an Application'NTI-S Supplement Nleai PmlL =Iated, For emstiag supported customers,My Oracle Support Las infonnation on.%which products hm-e been ira�,atbK, th'i supported language s L For nev,,oy uns-uppoxted mnamers,please contact Your Oi-acle, "Count ;tme M3 3°for this infdimntion. P �p tomev Hub • The o ' a Actvtva Hub B-7B is onh,avaikalale with the Siebel Customer Unn-erial Master component of the C B23 The option%ie].,d Sea ice Hub B23 is only available mith the Siebel Customei Univeysal Master co.ur/pGnen f the Customer Hub Pro 'Un. th-the SiebelCustomer Universzil Mas.tei:componen ftheCustamexHub a The Max fiwHubB2B is only— B21B program. The option Sales HL 23 is Gn v available with the Sieb m e!Custoer Universal Master ccniponennt the Customer Hub BBB pro-,--rnu. 23• The opticuSenize�%Hub sB u only avauable with the Siebel Cwtomez Um te vercal Manx comp ^entaf C the ustomer Hub B,2B Program. Al The option Activav Hub,BRN,,-,otily available smith the SiebeECumomex Um,;ersal lvlasvd-component of the,Customer Hub B2C Program. The option Field S*P.^ice Hub.Bl-hvts only avitiable with the Siebel Cit"c'm U tal M,-.4ster component of the CuntomeT Hub B2C Progiram. 111�� • The option Mark-enng,Hub B2C is an]Nvaihbleviadi the,Siebel Customer Z,Z.,11 component of the Customer Hu� B2,C'Propa=. /I • The option Pri,,ncy Management Policy Ht`I X,C is only I'vith tb 4 A,r1 %1ebel Cwtor U w�ner evs M-m�x al com n poentof the Customer Hub BX'Program, 1%,, • The option Sales HumsB-7 C is tansy aN-alable uit4e Siebel Customer ivenal Master component of the Customer Hub B'-1C proenm- • The option SenizE Hub B2C is or-Ily avai:abde urithlev5LebelCust-a r Univernal�,,Ips'ex component of the Customer Hub B2C Program. Licensing Ruler for Oracle Hospitality Cruise--kppliuhtious The 07acle Hospitality Data'Foundation.for Cruise Prop y only be used vvith Orne'le Hospualih-Cnase Programs. New reports GI:Customiza'AIGns,of die included Yeports are all -ed. I ation to third party syAeur,is only,a2lowed via the Oxac],e Hospitaliry Interface Programs. data integration e. -tn and or I Ph- You may not acid unsupported applications to the environment created-nith,this Program. You are owed to lro,-t d.I elements Giipriating only, from the Ozacle Hospitality Program.:in thhe schemas created-aith ddie use of ,Program. You ma- ot host any third parry data elements. Licensing,Rules for Oracle Ho-pitali 0 The Oracle Hospitality Technoloagy/,F= orforFocwdandBe��-,wafeProiq-a -y otilybe used waTh Oracle Hospitzilir-y Food and Beverage Program— New reports . customizations of the included repast" allowed. lutegention,to flind pai-ty sy-,te= Hass is only allowed via the Gracle H..., taDar-v Interface Programs, data. intepation 112CIS 311a!OY .4LPI., YOU M3,,V not adci o. �: unsupp-te-dappile-t-ris-to di rr,-� -nment,created nath diis Program. 1111'ed to host datz.elements ori,,qnatmgon1,v Erom ilie Oracle Hospitnaty Zepa'm--in the ichernis created widi the use of this Prop You may not host any thivi,party data elements. Licensing Rules for Oracle H,6/Pi.lio-HotelrApphcations • The Omc.,e Hosprtalih, echnolog-y Foundation PYGET-ams mx only be used with Oracle H6,;hplitv Hotel Program ",,,ew reports or cu.-Aomiza ns of the included reports are allowed. Integration to third party systems is "'y 311GIved 1-12,the Oracle Hospitality Interfa, ,Progiamr, data integgation extracts, anil�or APE. You may not add urnupp�lgted applications to the environment,cT ,eci with,this Propam. You are,allowed to host data elements ongmazing only Eroml�'he Oracle HGspita�ity "I"'Iro pro-,1,71:2e.t ich*.u3,i,s created.smith the Ilse of this Program. You may not hosTan,a third party data ele rit, • The Ch-acle o,pitz.2ity OPF-R-t; 5 Property Stan,1--nd Program is imited to 5 functions as define in the Propain Document,40r. NI • The Ors:1e Hospitality n,Property Lite Program hmitedto,310 functions as defined is the Program D. entation, • The zcle Hospitaaty- SmteS Property Resort Eduion Program is hun t bed to 30 fimctions as defined in Pr o p am LFa ation. US ENG Page 21 x k-1 SERIAL 180233-RFP The Oracle Hmpnality Smite,S Propexty Small Bushes:Edition Program is limited to 3.8 functions as defined in/Procurueutatioxre foloaaing Pxoparrs m,r only^l e used.with the Oracle Ho:pitalxty OPERA Pxoerams: Oracle IiospitahtyrFo�dation for Hate,Propert Systems-OPE1R_A 5 Premcum. Oracle Hospitality:Techno.ogy Foundatixon for HSys-ste is-OPER.� 5 Standard.Oracle Hospitaliry Te.hrolog;r Foun.da.tton for Hotel Property Systems-OPER.Oracle captaliry Technology^Foundation for Hotez Ventral Offi e Systems. 'New reports or custom zatiors o reports aa^ allowed.Integr'a.tion to third party'system-i s alloaa ed via.the Oracle Hospitality Interface P am 3arss f. You ma not add,nex =chernav or unsupported applicatmca rs. You are resporksle for ensux erg compliance sxa the Io pxtasty Associated Prtrgs xs 1�£a.tchiug Table rn ch nra be accessed 31 Licenz i=Iiu1e=far%PeoeSoft AiaDlications • Your use ofthe C a.mpu: �SeHlSen-ics and Student Adnumstrntuon.components imthin the .arnpu olutionProer l°19x ubject to the additional tennis aonditions et forth in flue Lti: S Sofhnaxe Supplement located at ,s:'z Licensing Rules for,Primavera lica�tiom + For the purposes of the follou Prtura re"' Pr,, —: Earned Value 1wlan;r enrent,volae.,SuneTral,Contractor and P3 Pxolect Plainer, You aclxxour led,g drat Yau haze both read and umderaaud time 1imu Software Update L:icexr e Support ex ice>that axe au*adalsle for these p ams.�a described ur Oratcle s Tea:hxrical Seat Poheieo-s. + For purposes of the Prumaarera SmeTrk :and Prinsaver°at PS Project Nanmer Prvo 'lams, You ac#nrourledge that the agreement delivered to You ninth these Programs.,air mat the end riser license agreement t irtairted in the product installation, prverns the end msex's use of these Program:. + Fox the 'purposes of the following Prcgramkt Praxr avexa P6 Entexprrsa/.Ject Portfolio lulanage:menu and Primavera Pd Enterprise Project Portfolio Mana nrert Wa' s,Senriee:.,developer: a`or user. ( who axe not aheadyE licensed for the Primavera P6 Enterprise Project Portfolio lµfana nuent Program a (u`? who access (including thxoug�; Access Pourtsl app cation-,must be laceedr the Przmx eLa P6 texpnse Proe Paxtfo4io hlana� nt' eh Service,Pr op am. ':tcce s Points-includes,but is not limited to..third party.Chra�or Gusto versions of the fol_G-,v ng: intexsface .CPI's., n„eb seices and database links. 'S + For the puuposes of the folla"ang Programs: Prins,^ei'a .Gutract 1^alanagemeut Web, Services and Pnmavera C:onhact lsfmagement deueiopexs and or users W who are not are , licensed for the Primavera C ontract Management Program and (u)uaho accevs;tntiludrng through access Point }applic ons, ustbe licensed.for the Primxvera Contract Manaeemeru Web Senaces Program. Access Points" includes,. but is t limited . third party.,Oracle or custom versions, of the follor-ing: interfaces,API 7s,az.eb ser„ices and•database lines. Licensing,Rules for Oracle Retail Program, + The Oracle Reta.a.l Technology Foundatton£ --:Store Apphcaticn3 Prop' is av only L,+e used%vith the Oracle°Retail Point of Service Program.the O*r.cee Retail.Bads ce Program. the Oracle Retaaz�tare Point of Senice Program anxi the Orac.e Retail ,.Store ter ce Prop-am. s��y,use the Oracie Mac?Tec log}^Foun tuon for Store rpp'�scations Programs by other t3racle Programs or third party-prop-a .is notpexrmttted. Licenzs Rules for Siebel Apuluicolti + For the Siebel Bran°ch Teller S ztie Program,Siebel Internet Baking Sei^-ices Pro,\develop, Retail Finance Fourndatmr, Ser^ices Program and the S el Financial Tran,a:ttion,'lxv'oikbenc.h Program., You d party too=s to gars create materials.or(b)modify,the a terra s identified as S asn.p e Screen Code and Proces=s Tem Program Documentation, all in accordance la th th roparn Dco,umentation,andprcrided that such materials or terials,stall.be used sole{{ with Your licensed.use t such Programs. You shall not l-,unit in any uu'ay'Oracle's right rxoe.hcense,create deiic:atra-e xa orl,s of.oa othel%v fieelyr exp'toxt 3 e Program ,ancillary Proparrs,Prop am LJoc trnentation or a •other rnatenaL provided by Oi-acle,or to p t third parties to do so. + The SiebeS'Deta s Program includes acense Sal 2 Concurrent l;sess that authorizes You to use the roeram on only one Cirmputex for mra�cinium of 2 Concurrent Users at any, given time t"Concurrent>t ei• Ls defined a° ach isdx ideal at may oont nti,,use or access the Programs_ C oncetrrent Users ma•o-LY be Your existing customers or 7 ur prospective custonser and aria'not be Ycux husined.s partner:or Your emplo�r'aes_ The;Si el lMaxlzetirg Ser,er Program is licensed on a.Computer b�asas together xaitl3 the number of unique C`ust ex Reeords that on may access using the Program A-Custoarrex Record"is defined a:each unique Record lxrrlu''.ng aonta records, pr ect records and reooxd:,in external.data some--es)that You may access using the Program. rCp ase-Detrntnons.auk!F�e3-a-0._.i -Cd -E3� Pave 22 ol 211,q 4q SERIAL 180233-RFP The Siebel Pharma.Marheting Set rer if,ltcemed on the,basis of the number of unique Customer mer Records that You maw•accer using the Program together with the number of Erandu that Youmaty manage using the Program. A,'`Brand IS defirned as amed product offer-ing that corresponds to a specific molecular entin"cnc'.uding multip0e dosage forms and multiple stre igths t t he wise molecular entim + The'"ijebel Pricing Mann. S>et er l p to ad application Users is licern.ed on a Co„purer oa xs with at limitation on t nuivber of tppk ation Uses -tn. `';a p li ation �ser" is defined a, an endividual authorized ov You to use the appa. e t ceased appticati6q Prograns�which are instal ed on a single seia•er or onnmrt_np e:er ers reeardle of whether tee indi% l rs actin,°elv using the P gaaros at any given en time + The steers oo.es.ot:of the Siebel Web Channel Program mayr access a nraaznuum of 15 Crb�ects. An'" jet°i deed,as each data enttg ithtn the 13minerss Cab ect Layer of the Programs that is defined in the Stebel TooL Pro am.The Sie'oel data Itt(License lalav oLy the used with Oracle Mauer Data Management or Oyacie C d deployrnents_ Licensing Rule:for S:rstt s Software Progxam IFailoi-er:! S,ublect to the con\ipph t fo'?ow beloaa Y"oux license for the follouvag Program: Sto .g Tek IMF�.StorageTek +FS. Cheat.Oracle hlierarchncal ana.ger. 5tora.geTek Automated Cartridge System Libxar-,v .c'Kare (ACSL.S), includes the rtight to iris the licensed Pr aga-up to a,total often separate day s in•a:na,gn en calendar,near t f ,if a failcrvee node rs dou7i for taco hous on Tueday d three hoves on friday� tt cou t;as tangaiav). The abcw etight ot tin h a muiLber of ara:chine m e,c ected to the,dig cache or tape hbt� r e,,,the a�aclirrses. are not in a.clu,tered en.a°nonment and*e machme.share a disk araay of tape librar�v. r n the prruttai-y'node fail:t,the £silos^er node act a the primary node. Once the.Nuwxv node is repaned.You must suntrh clx to the prmraa^,node Once the£aiioarer pertiod has exceeded tern days, the fa.ilot wr a mutt be licert ed. Do�r fife feu-l amttenanee,purposes count, towards the tear. separate da,;a s limitation, An, rise beyond sae lit granted in this section must'b Vc'emnsed,epaaate:ly. Licensing,Rules for Pregr°urn.Licensed,Per L"Pulodule � M O a le pant,to You a non-ens lu..in e..nont ansf able laden.,e for s'o �PK L3ex eloper r ;�to: fir)use tl ,e User Productivity Rxt Ii Progranic.icensed as UPK module " llectr-el'a refe d to a LFPK content'1 oL as nece saa,r to create and provide trairir solely for Ernpioyee ano_`or apphca . n Users to we the underlying Programs For Your benefit;(n)make an unlimited number of copies of the UPK content oak a uecews =to create and provide training no!ely to Employees and�os Application a eis to use the underlying Programs for Yo b fit:and(ui)develop modificatio=and cnstomizattons to the UPK content,if applicable,off sitbaeet to the terms and cc sins-,et forth,in this agreement provided all copyright notices are reproduced as provided on the original. You represent a -at nt that You have a-valid license for the underlying Progianm(s). You are piohibited from reselling or dts€ibuting the I out, to an'v other pair or suing the UPK content other than as eixpacttly pennitted in this agreement. Crrac lie repres is that the K content and any content created by You using the U'PIC content conrarn a,?sable proprietary infolmano.. acre retard titl w o all potuom of the UPK content and any pies thereof You s1,aL use UxPK.•:ontent modifications, crew by You o=eay for 'Guy mtemal use in accordance ivith the terms of this agreement You may provide access to and u of the L7 I7 content onY t hose third mattes that are li-en,ed as Application Users and that: (a)pruvide set,•ice,to You ncetning Y'"ow•use of the UP wontent-fb' have a need to use and access the UPK content; and(c) have agreed to subst?n =v similar non o.isclo-3ure dbliga ns unposed by You as those contained in this agreement, Application and Employee serr;s)of UPK Programs may view an interact tvtth sirnnsations and documentatvan but tnav pore create or rnodif-,,sim-ila or documentation.. Licewing Rules for,'Afn"i L Pro The M S=QL P-sogramm may ontain third parts" technology. Oracle may pro-,vide ettam notices to You in Program 1)ocu mentation,"readme' - s or the installation details in c onnec:tion u-ttis such third paity chnology, Thtid pa tty technology will be licensed to You ei er under the terms of the agreement,or if specified in the Progr ocnmentation. '.leadme"files, or the installanorr debit,under separate sceme tet=C'ep ante le=."t and not under tle ter of the:agreement("separately licensed third paLry t ^ ologyr'), Your rnghts to use such separately licensed third parry teohno ,r under the separate terms aTe not restricted` ny way b-s>the agreement. 'ii{ense_Dedintions.amd Pxile3_a-04 3 7!8_US_EN G Rave�3 oP SERIAL 180233-RFP EXHIBIT'E APPLIICAT1t3US LICENSING TABLE liti :lls °ay.oracle.cooFr?ue?r rp,3ratelco.ntraar;U Gracle re:.er _-the right to periodic-ally cduaunge the information presented,ou the i reb>ite pro deb-above. Add infarmationu an his web site is provided"a:s-n-"without m-arrantr of=T hand,,either e3prer, or implied, Chicle ElardwvareU,5 Communities Suppdemenntal.Tenn,- annd,Condition,v041818 Page IT, SERIAL 180233-RFP EXHIBIT'E ORAL E INTEGRATED SOFTWARE OPTIOUS L110ENSE DEFINITIONS, RULES AND TRIOS htip:plimw,w.oracde.coni�ue,!corp,oratelcr.,ntracts Gricle re7,trvc, he right to periodically chomp the informition p3*7,eutedon the website pa .-icedabove. -M, ] information on �'s web site is pro-kided",as-i-."without wq rrinty of q.nT ldnd,either expr or implied. \ORAE C INTEGRATED le e r,e- h f.rm.q .'0. .t oracle Hard-n-qrt T'S Communities Supplemental,Ttruiz.,and,Condition,V041818 Page SERIAL 180233-RFP EXHIBIT E TERMS FOR ORACLE SOLAR S Gracle resem e, be right toperiodicafly change the iuform-aLion pi*seuted ou the n ebdte proeid Ali 0 informqrion on t 's website is pro-kided 'as-iz"i,,vitkout q-mrranty-of quy ldmd,eitherempre-s orAmplied. :-Z:-le\q,..0..". ,10rich,Hqrdivqre 1-*,Communities Supplemental T,-Lms ind Condidom,v041818 P-9-LS\ SERIAL 180233-RFP EXHIBIT F ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712. EXHIBIT F �rar�ar�arnx �lldmiiiiiiiiiiim �� awt+wawwtx rta f � n SUPPLEMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR. CORACLE LINUX,AND ORACLE VM SERVICES These Supplemental lemental Public Sector Terms and Conditions 1"'Terttas;andl Conditions")apply to the Oracle Linux ;andl Oracle VM Services that you order frrarn,the Contractor through orders issued pursuant to,the 0fs V411A contract to which these Terms and Conditions are aattached and ineorporated(the',Contract"). These Te.rrns andl Conitllition5 shall take precedence over any conflicting ierins in the Contract or any order issued pursuant to the Contract and shall govern Your use of the Ofacle Linux)Oracle VM Service Offerings)ordered fromv the authorized)Oracle reseller or distribuxor¢"Cnmatractor"), d,. DEFINITIONS 11A "Covered Programs" is defined as the specific:sett of software pmducts listed on the dexcuintwntlitded Oracle Un�u:ra and Oracle"'VAN Included(Files(awadlable at for which You have ordered Oracle Chou (Oracl,e VNI Serwice Offedng(s),including any related program docu mentatbon and patches and bang faxes acquired through such Grade Llnwd Craole"VNI Serwioe Offering(s), 1.2 "'Oraclie Linux Service eriing(s)" and"Oracle VMS ervice Offieriringlsi"(oollectcioely,"Oracle Lin ux)Oracle'a M Service Offering(s,"","refer toOrade L€nux and OracleyViV support services respectively and OraoleLinuvOracle'a M-related Service Offerings(s)as defined under the Oracle Unux and Oracle VM support policie- 1.3 "'Oracle LinuxfOraole VM Tertn(s)" is de5ned as the duration for which 'You have acquired the applicable Oracle Linux Oracle VM Service Offerinrg'(s)_ 1.4 "Physical C PU(s)"its defined as each monolithic integrated circuit responsible for execubrig a System's Covered Programs. A monoi-..rthic integrated circuit with multiple cores or hyperthread€ng is counted as a single Physical CPU when determining the total number of Physical CF1Us in a System. 1.5 "Program Documentation"refers to the program user manual and program nristalladon manuals. Program Documentation may be delivered with the programs.You may access the documentation online at l tit"1i r,clF.ccm'd❑c" m�n�aticn. 1.6 'Supported Sysle-M(sl" is di ggned as-a .system to which 'You apply or intend to apply asra"c`se Lirux"`grade VM F--rvice Offering(s)received from Oracde at.,the spec-fled service level in Your order,including but mt limited to updates,patches,fixes, security alerts, work arounds, configuration, installation assistance (for Oracle"V'Itr, .`support System(s) Includes ;oracle 'VM Manager), 1.7 'System(sI' is defined as the mputer on which the Oracle Linux programs and"or Oracle 'aatt Server programs are installed. Where computers;blades are clustered, each computerblade within the cluster shall be defined as a ,system. (-or purposes of calculating the price of the Oracle VM Senrice C"ffering(s),the computers where the Oracle's"Manager programs are insta€led are not counted), 1.8 "Your"and'Yours'refers to the i ndividual or entity that has ordered Oracle UnuxlOracde'a M Services from Contractor under Your Contract and the order accompanying these Terms and Concirbons. 2- ORACLE LINUX;O,tACLE VM SERVICE OFFERING(S� 2.t The Oracle Linux,Orade VM Service Offering(s,•are provided at the support level and for the C"rade L€nux-'Oracle VM Term defined in`>r`eour order. 2.2 114hert ordering 0racde Lin uv0racle'a M Service Offering(s•'You must comply with the followng availability rules: s miracle Lhux�Iremaer Limrted, Oracle Linux Pa-sic Limited,and Orac[e'uM Premier Limited are available only for Systems-awith no more than two(2)Physical CPUs per System. s miracle Linux Premier,Oracle Linux Basic,Oracle Linux Network,and Grade VM Premier ane available for Systems with any number of Physical C 1Us per System:. SERIAL 180233-RFP EXHIB11T F 2.3 upon acceptance of Your order, You have the limited right to receive the apo cable Oracle Linux)Oracle VNI Serwioe Offering(s)solely for Your business operations and subject to the tem7softhese Terms and Conditions. 2.4 For purposes ofYour order,(aiOracle Linux Service Offering(s}consist of the Oracle Linux support services level You may have ordered for the Oracle Linux prog ra ms; and(b)Oracle VM Serwice Offering(s;+consist of the Oracle VNI support serwices le vst You may have ordered for the Oracle VNI programs. If ordered,the Oracle Linux�Oraols VM Sarvics Offering(s)(including in itia f year and all subsequent years)are provided under the Oracle Linux and Oracte VM support policies in Efflect at the time the Oracle Linux'Oracle VIVI Servioe Offering(si are provided. The Oracle Linux and Oracle VM support policies, which are, incorporated in these Terms and Conditions, are subject to change at Oracle's discretion; however, Oracle will not malenaly reduce the level of Oracle Linux�Oraole VM Serwioe Offering(si provided during the period for which fees for the Oracle Linux'Oraole VIVI Serke Offering(s have been paid. Oracle UnuxiOracie VM Serwice Offering(s) are available for certain 3ystems, and may be subject to addrtional restrictions as set forth in the Oracle Linux and Oracle VIVI support policies. You should review the Oracle Unux and Oracle VM support policies prior to entering into the order for the applicable Oracle Linux'Ofaole VM Set-vioe Offering(s). You may access the current version of the Oraole Linux and Oracle VM suppor,polioies at 2.5 The Oracle U nux.t-i racle VNI Serwioe Offering(s)are effective upon the effective date of Your order unless otherwise stated in Your order. 2.6 The Oracle Lin uxiOracle VM Service Offering(s,,pro�wided under;here Terrns and Conditions are i n support of licenses You acquired separately. All patches,bug fixes and other code received as part of the Orade LinuxjOrade VNI Serwice Offering($) u nder these Terms and Conditions shall be provided under the terms of the appropriate license agreement that You aocepted upon downloading andior installing the Oracle Linux andior Oracle Vhq prograni,(sp. The Oracle Unux,'Oracle VNq Serwice 05---ring(sw may also inciude the Hghtbo use certain additional sofN,(areor-tooksduring the Oracle Unux)Oracle VM Term for which fees for Coracle Lin uyJ(Dracte VM Gerwice Offering(s)have been paid. 'The ilrense terms for arty such software or tools.as Well as any limWitations associated with them,will be referenced in the Program Documentabon. 3. INDEMNIFICATION 3,1 Provided You,are a current subscriber to the Oracle Linu tuOracle VM Service Offering(s),if a third party,makes a claim against, You that an, ry Covered Programs him ished by Oracle,and used by You for Your business operations infringes its intellectual pmperry rights,Oracle,at its sole cost and expense,wilt defend You again ri the calm and indemnify You from the damages,fiabilities,costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Oracie, if You do the following: a. Nvjif}j Oracle promptly in wrriting,not later than 30 days after You receive notrbe of the--Laim for sooner if required by applicable law,f, b. Give Oracle sole control of'he defense and,any selfiernew negotiators:and c, Give Oracle the i ryfom,,,atrion,authority,and assistance it needs to defend against or settle the claim. 3,2 If Oracle believes or it is determined that any Covered Programs may have violated a third partys intellectual propeTry rights, Oracle may choose to either modify the Covered Programs to be non-infringing (while substantially preser0ng their utility or funvmjonality;•or obtain a license to allow for continued use,or if these afterriatves,are not commercially reasonable,then Oracle may, upon 3C days notice to You,temTinat-Your right to receive indemnrficaton for Your further use off the Covered Programs and refund any unused,prepaid serwice f,-esYou have paid for the Covered Programs, 33 Notwithstanding the above,Oracle Wit not defend or indemrffy You in connection with claims, damages, liabilities, costs or e�xpenses,arising out of,or caused by,or related to:(a)Your distributon of the Covered Programs;(b)Your alteration of the Covered Programs;(o)Your use ofa version of the Covered Programs which has been superseded,if the infringement claim could have been avoided by using the current verstion of the Covered Programs; (d)Your use of the Covered Programs outside the scope of use identified inthe user documentation or the'Dracle Linux and OracleVIVI support policies;(e)Your use&the Covered Prograrnswinen You-were not a subscriber to the Oracle Unux-Oracle VM Service Offering(s,;(f,any information,design,specification,instruction, sc*ware,data,or material not fumished by Oracle"(g)the combination of any Cowered Programs with any products or services not provided by Oracle; (h;�Your claim,lawsuit,or action against a third party. This sec don prowides Your exclusive remeft from Oracle for any infringement claims or damages.,Nab ifides,costs or expenses.. 4- FEES AND TAXES; ORACLE LI1NUX10RA.C1EVM-REL4,TED SERVIiCEOFFERING(S) 4.t For the initial Oracle LinuxfOracie VNI Term for--which fees are to be paid for the applicable Oracle UnuxfOracte VIVI FSerwioe Offering(s),the fees due will be caiculate-d based upon the number of Systems to be supported that are in existence as of the date of Your order. For the second and all subsequent Oracle Linux�Oracle VM Terms,the fees due will be calculated based on the tota I number of S,rys,lerns supported that are inn existence as of the first day of the applicable Oracle Lin uwOracle VM Term(s) (e.g-,fees calculated for the second term wilt be based upon the total number of Systems supported r.ha'are in existence on'he first day of the second term . SERIAL 180233-RFP EXHIB11T F 4.2 In addition to the fees for the Oracle Linux�Oraole VM 3ervice Offeringiw specified above,You agree to pay additional fees for the level of Oracle Linuxi Oracle Vm 3ervice Offering(s)ordered based on the maximum number of Supported Systerns that exist simultaneously at.,any time during the appilcable Oracle LinuwOracle VNI Temm and in accordance with the Oracle Linux and Oracle VM support policies for the level of support You are ordering. In the event that., You decide to increase the number of Supported Systems,You agree that You will promptly place an order for Oracle Linuk;Oracle VM Service Oftering(s,for the increased number of these Supported System(s)and pay the additional requ ire-d frees. 4.3 You n,,,ay order a I irriked num,ber of 0 racle Linux:`Orade VM-nsfated Ser,�lces Offering(s)u nder these Temi a no Cond itions, as listed in the Oracle Linux and Oracle VM support policies. For these Oracle Linuxf Oracle VM-related Sendice Offering(s',,the fees clue for the initial Oracle LinuwOracle VNI Term and all subsequent Oracle Linux)Oracle VM Terms-0411 be based on Oracle's then current Oracle Linux and Oracle VM Serwice C45-6 ng(s,pricing policies, 4.4 Once placed,Your order shall be non-cancelable and the sums paid nonrefundable,except as provided in these Terms and Condkiorrs. 4.15 Oracie LinuxeOracte VM Serwice Offering(s) are invoiced in arrears of the Oracle LinuxlOracle VM Ser,�lce Offering perforrii specifically, Oracle Linuxi-iracle VM Service Offering(s) fees are inywoiced quarterly in arrears. The period of perforrii nce for all Oracle Lin uVOraole VNI Services Offering(s)is effective upon the effective date of Your order'. 5. WARRANTIES,D,I.SCLAIIMERS AND EXCLUSIVE REM ED]ES 5.t Oracle warrants that the Oracle Unux!Oracle VNI'73ervloe Cfl`ering(s1,,Wil be provided in a professional manner consistent with industry standards. You,must mortify Oracle of any Oracie Lin u K)Oracle VM FSeirvice Offering(s)warranty defice ncies within 90 days from performance of the defective Oracle U nuV(Dracte VNII Serwl oe Offering(s). 5.2 TO THE EXTENT PERMITTED BY LAW,THIS WARRANTY IS EXCLUSIVE AND TH ERE ARE NO OTHIER EXPRES S OR IIMPLIED WARRANTIES OR CONDITIIONS, INCLUDING WARRANTIES OR CONDFnONS Of MERCHANTABILITY AND FITNESS FOR A PARTIC ULAR PU RPIO SE. 6.3 ORACILE DOLES NOT GUARANTEE THAT THE COVERED PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. FOR ANY BREACH Of THE ABOVE WARRANTIES,YOUR EXCLUSIVE REMEDY,AND ORACLE'S ENTIRE LIABILITY,SHALL.BE THE REPERFORMANCE,OF THE DEFICIIIENT ORACLE LIINUXIORACILE VM SERVICE OFFERING, OR IIF ORACLE CANNOT SUBSTANTIALLY CORRECT A. BREACH IN A. COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT ORACLE LI1NU)(JORA.CLE VMS SERVICE OFFERING AND ORACLE WILL REFUND TO CONTRACTOR THE FEES CONTRACTOR PAID TO ORACLE FOR THE DEFICIENT LlINUr)(JORACILE VM S ERVIC E 0 FFERIING AND CONTRACT OR WILL, IN TURN., REFUND TO YO U THE FEES YO U PAID THE CONTRACTOR FOR THE DE FICIE NIT ORACLE LIINUXIORA.0 LE VM S ERVIC E OFFERING- 6- TERMINATION 5-t If the Contractor or You breaches a material lerm ofilour order or Your Contracl(inoluding these Terms and Cbrid itrions,and falls to correct the breach within thirty(30 days of writtenspecification of the breach,then the breaching party is in default and the non-breaching partly may tem,,ina,'.,e the order. If Contractor terminates the order as specified in the preceding sentence,You must pay within.thirty,(30)days all antouryts which have accrued phor to such terminaton,as well as all sums reni unpaid for the Oracle Linux!Orade VNI SerAce C15-dng(s, received under such order, plus applicable ta,,,(es (if anyl and expenses. Except for noripayrrifew of fees,the non-breaching parvy may agree in its sole discretion to extend the thirty(30)day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that ll'You are in default under Your Contract(including these Terms and Conditions,,You may not use the Oracle Linux)Oracle Service Offering(s)that ane,sulcectt to the Contract. 5_2 Provisions that survive termination or expiration include those relating to limitation of habilizy, infringement indemnity, payment,and others which by their nature are intended to survive. 7 NONDI.SCLOSURE 7.t By virtue of Your order and these Terms and Conditions,the Contractor and You may have access to information that is confidential to one aroiiher or Oracle('Confidential linfonmaifion'),You agree to disclose only infom,ation that is required for the perforrii nce of obligations under Your order'. Confidential I nfomi shall be limited to You r Contract(i ncI uding these Terms and Condition)with the Contractor and all information clearly identified as confiden tria I at the t rne of disclosure. 7.2 Con9dendal Information shall not include information that: (a)is or becomes a part of the public don al n through no act or ornission,of the other pa rty; (b)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 from the di solosing party; (c;+is lawfully disclosed to the other party by a third party -Mth=restriction on the disclosure;or(d)is independently developed by the other party, SERIAL 180233-RFP EXHIB11T F 7.3 SubjJect,to appitcable laver, You,the Contractor, and Oracle agree not to disclose the other's Confiderytrial Information 10 any third party other than those set forth in the following sentence for a period of three years fnnm the date of the disclosing pa rty's disclosure of the C.onficienrjal information to the receiving party. You, the Contractor, and Oracle may disclose Confidential inforn,,ation only to those employees or agents or subcontractors who are required to protect it against unauthorizzed disclosure in a rranner no less protective than Linder these Terms and Concittions. Nothing shall prevent either party from disclosing the terms or pricing under the Contract or orders submitied Linder the Contract in any legal proceeding arising from or in connection with the Contract ordisclosing the Confidential Information to a governmental entity as required by law. in thsevem You receive a vallid request for Oracle's Confidential I nfom7,adon pursuant to applicable law,You will provide Oracle with reasonable notice of such request and give Oracle an opportunity to object,to or limit any such disclosure. 8 ENTIRE AGREEMENT 8.t You.agree that the Contract(inchiding these Terms and Conditions) and the infon-nation'which is incorporated by-written reference(including reference to information contained in a U(RL or referenced p&.icy),together-with the applicable order,are the compete agreement for Oracle LinuxiOraole VNI Service Offering(s)ordered by You and supersedes all prior or c;ocnternporaneous agreements or representations,--written or oral, regarding such Oracle LinuxjOrade VIVI Serwice Offehng(s). 8.2 It is expressly agreed that these Temns and Conditions and Your order shall supersede the terms in any purchase order, pfr0o.iremerrt internet portal or any other similar non-Oracle dOCUrnehl:and no terms included in any such purchase order,portal or other non-Oracle document shall apply to the Oracle LinuwdOracte VM Service Offehng(s) ordered. in the event of any inconsistencies between the rest of the Conlract and these Terms and Ccrididon, these Terms and Conditions shall take precedence. 9 LIMITATION Of LIABILITY ORACLE SHALL NOT BE LIABLE FOR ANY INDIRECT,, IINCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,OR ANY LOSS OF PROF[T'S,REVENUE,DATA,OR DATA USE.. ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR ORACLE LINUXJORACLE VM SERVICE OFFERIING(S) ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO ORACLE, AND IIF SUCH. DAMAGES RESULT FROM DEFICIENT ORACLE LINU)UORACLE VM SERVICE OFFERING,(S�, SUCH UABILrFY SHALL BE LIMIT ED TO THE FEES PAID TO ORACLE FOR THE DEFICIENT ORACLE LINUX;ORACLE VM'SERVICE OFFERINGIS�GIVING RISE TO THE LIABILITY.. 10 EXPORT Exporl taws and regulations of the Uritted States and any other relevant local export taws and regulations may apply to the Oracle LinuxiOraole VNI Service Offering(s). 'You agree that such export control taws govern Your use of any(Dracle Linuxl(jraole VNI Service Offehng(sr detiverabiles pro-aided under these Terms and Conditions,and You agree to comply with all such exportlaws, and regulations (including'deemed expoil and 'deemed re-export'regulations), You agree,that no data,information,program and;or materlals resulting from Oracle LinljylOracle Vkl Sereioe Offahng(s)(ordlre=n product thenmofy will be exported,directly or, indirectly,in violation of these laws,or will be used for any purpose prohlbited by these laws including,without limitation,nuclear, chemical,or biological weapons proliferation,or development of n7issile ie-ohnciogy, 11 FORCE MAJEURE With respect to Your order for Oracle LinuvOracle VM Senrice Offering(s).neither You, Contractor or Oracle shall be responsible for failure or delay of performance ifcaused by: an act of war,hostility,or sabotage;act of God;pandemic,electrical,Internet,or telecommunication outage that.,is not caused by the obligated party;government restrictions,inciudtng the dental or cancellation of any export, import or other loanse)-1 other,event outside the reasonable control of the obligated party. You, Contractor or Oracle will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than W days, You,Contractor or Oracle may cancel unperfon-ned Oracle LinuxlOracle VNI Senrice Cflering(s)and,affected orders,upon written notice. This section does not excuse the obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for O,rade LinuxlOracle VM Service Offering(s,ordered or delivered, 12 GOVERNING LAW These Terms and Conditions and Your Oracle Linux.10,racte VM Senrice Offehng(s)order are governed by the taws of Arizona. Q ASSIGNMENT 'You rray not assign Your order or g ive or transfer the 0,racte Lin LiVOracle S. Service Offehngi?s)or an interest in them to another individual or entity. F You grant a security i merest in the Orade LinuwOracle VNI Ser4oe Offeri ng(s;•,the secured party has no night to use or transfer those Oracle LinuvOrade VNI 3erAce Offering(si. SERIAL 180233-RFP EXHIB11T F 14 AUDIT Upon 48 days written notice, Oracle may iudit'Your use of the Oracle LinuKeOride VM Service Off&ring(s). You-agree to cooperate with Oracle's audit and provide reasonable assistance and access to inforniator. Any such audit shall not unreasonably in�erfere with Your nom,al business operadons. You shalt be responsible for paying airy underpaid fees related to use oFthe Oracle Unux;Oracle VIM Sery oe Cfil-nng(s).Contractor may assign its right to audit`your use of the Oracle Linuk;')ricle VM Service Offering(s) to Oracle. If the Contractor assigns its right to audit your use of the Orade Linux'`Jra--le VM Service Offeri to Oracle,then Oracle shall not be responsiLte for any costs incurred by either you or Contractor in cooperating with the audit. rt. 15, SEGMENTATPON The purchase of Oracle Linux,Orade VNI 3er0ce Ofering(s)or oher service offerings, programs or products through the Contractor are all separate offers and separate from any other order. You understand that You may purchase Oracle Lin uxiorade VM ServioeOfferi or other service offLhngs,programs or products independently of any other order Your abfiga�ion to pay under any order is not contingent on performance of any other service offerings or delivery of programs or products. You acknowledge that You have entered into the purchase through the Contractor without reliance on any financing or leasing arrangement Wth Oracle or its 16, OTHER 118,11 'You understand that no partnership,joint vemure,or agency relationship exists between 'You and Oracle or between Contraclorand Orade,You,Contractor and Oradeare responsible for paying their own ernpioyee5,including employment re4med taxes and insurance. 11,15.2 V any term of these Terms and Conditions is found to be invalid or unenforceable,the remaining provisions Wil rernain effectwe and such temr,shall be replaced with a term consistent Mh the purpose and intent of these Terms and Conclitons, 116,3 Oracle LinuirlGracle VM Senwioe Offering(s)are not designed for or specifically intended for use in nudear facilities or other hazardous apphoadons. You agree that It is Your responsibility to ensure safe use of Oracle Unux1firacte VNI Service Offerings)in such applications. 16A Oracle is a third partly benefciary of any order placed under these Tem,,s and Conditions,but does not as sunre any of Contractors obligations thereunder.. 10,5 You understand that Oracle's business partners,inducting any third party flmrs retained by You to provide consulting serwices,are independent of Oracle and are not Oracles agents. SERIAL 180233-RFP EXHIBIT F G OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY 1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract Administrator. 2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates(no exceptions): (www. rsa. rov). 2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor's hourly rate as an overhead charge. 2.2 The County will not(under no circumstances)reimburse for Contractor guest lodging,per diem or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when Mere is no lower fare available. 3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing)will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (tinder no circumstances) reimburse for Contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip,not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this coverage. 4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportimities to be reviewed are the DASH; shuttles,etc.that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term uncovered(e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not(tinder no circumstances)reimburse the Contractor for guest vehicle rental(s) or other any transportation costs. 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre- approved by the County Contract Administrator. These costs include (but not limited to)the following: in- SERIAL 180233-RFP room movies,valet service,valet parking, laundry service,costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance,health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. 6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts. 7.0 Contractor shall provide, (upon request)with their invoice(s), copies of receipts supporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts. SERIAL 180233-RFP DLT SOLUTIONS LLC PO BOX 743359 ATLANTA GA 30374 PRICING SHEET:NIGP CODE 20655 Terms: NET 30 Vendor Number: VC0000005421 Certificates of Insurance Required Contract Period: To cover the period ending November 30,2023. Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE 705/07/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Towers Watson Certificate Center NAME: Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd PHONE 1-877-945-7378 FAX 1-888-467-2378 A/C No Ext: A/C,No: E-MAIL cm P.O. Box 305191 ADDRESS: ertificates@willis.co Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Travelers Property Casualty Company of Ame 25674 INSURED INSURERB: Phoenix Insurance Company 25623 DLT Solutions, LLC Attn: Steve McDaneld INSURERC: Charter Oak Fire Insurance Company 25615 2411 Dulles Corner Park INSURERD: Beazley Insurance Company Inc 37540 Suite 800 INSURER E Herndon, VA 20171 INSURER F: COVERAGES CERTIFICATE NUMBER: W20900300 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 n —DAMAGE S( RENTED CLAIMS-MADE OCCUR -PREMISES occurrence) $ 1000000 A MED EXP(Any one person) $ 10,000 Y HC2J-GLSA-118D2483-21 02/01/2021 02/01/2022 PERSONAL&ADVINJURY $ 1,000,000 -------- ---------------------------------------------------------------------------------- - ------------------------------------------------ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY EI PRO JECT ILOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y HN-CAP-118D2502-21 02/01/2021 02/01/2022 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED IX NON-OWNED PROPcciERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per adent A X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LAB CLAIMS-MADE CUP-1P30572A-21-I3 02/01/2021 02/01/2022 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICE R/M EMBER EXCLUDED? No N/A UB-8M294999-21-I3-K 02/01/2021 02/01/2022 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Cyber Liability W26129210301 02/01/2021 02/01/2022 Each Claim/Aggregate $1,000,000 Professional E&O Liability Each Claim $300,000 Aggregate $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 05/03/2021 WITH ID: W20865233. Monroe County Board of County Commissioners is included as an Additional Insured as respects to General Liability and Auto Liability ) ,f A CERTIFICATE HOLDER CANCELLATION 5 . 10 . 2 0 21 SHOULD ANY OF THE A WAW k THE EXPIRATION DA ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street Key West, FL 33040 - ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD SR ID: 21075925 BATCH: 2086878 Page 1 of 1 ""t'"7.r7r d""7r" DATE(MM/DDYYYY) �1/r�+ V CERTIFICATE OF LIABILITY INSURANCE 11/21�2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT WTW Certificate Center NAME: Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd PHONE 1-877-945-7378 FAX 1-888-467-2378 A/C No Ext: A/C No P.O. Box 305191 A DRIESS: certificates@wtwco.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: The Charter Oak Fire Insurance Company 25615 INSURED INSURERB: Travelers Property Casualty Company of Ame 25674 DLT Solutions, LLC Attn: Steve McDaneld INSURERC: Travelers Indemnity Company of CT 25682 2411 Dulles Corner Park INSURER D: Suite 800 Herndon, VA 20171 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W41870384 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSD WVDUBR POLICY NUMBER MM/DDIYYYY MPOLICY EFF �ICY EXP LTR D YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR PREMISES TO 1,000,000 PREMISES Ea occurrence $ A MED EXP(Any one person) $ 10,000 HC20GLSA-9P530707-COF- 25 12/01/2025 12/01/2026 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY� JECT PRO � LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE CUP-9P531415-25-I3 12/01/2025 12/01/2026 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? NO NIA UB-OW186076-25-I3-K 12/01/2025 12/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Workers' Compensation and UB-OW196844-25-I3-R 12/01/2025 12/01/2026 E.L. Each Accident $1,000,000 Employer's Liability E.L. Disease-pol Lim $1,000,000 (AZ, MA 6 WI) - Per Statute E.L. Disease-ea Empl $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) BOCC is included as an Additional Insured as respects to General Liability. APPROVED BY RISK MANAGEMENT Coverage for Contractual Liability is provided under General Liability policy. BY 7zu' f eca - DATE 1 29.2 WAIVER N/A YES X CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Monroe County FL ,k. ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 28910400 BATCH: 4217807 MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract or purchase. Contractor/Vendor: DLT Solutions, LLC Project or Service: Oracle Permitting & Licensing Contractor/Vendor 2411 Dulles Corner Park, Suite 800 Address&Phone#: Herndon, VA 20171 General Scope of Work: Electronic platform for permitting and licensing Reason for Waiver or Contractor provides software products and has Modification: no physical presence on Monroe County sites requiring use of automobiles in performance of work Policies Waiver or Modification willapplyto: Business Auto Liability Alan MacEachern Digitally signed by Alan MacEachern Signature ofRequestor: Date:2026.01.29 09:13:02-05'00' Date: 1/29/26 Approved Not Approved ❑ Gaelan P Jones Digitally signed by Gaelan P Jones Risk Management Signature:_ Date:2026.01.29 09:26:44-05'00' Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract or purchase. Contractor/Vendor: DLT Solutions, LLC Project or Service: Oracle Permitting & Licensing Contractor/Vendor 2411 Dulles Corner Park, Suite 800 Address&Phone#: Herndon, VA 20171 General Scope of Work: Electronic platform for permitting and licensing Reason for Waiver or Contractor provides software products and has Modification: no physical presence on Monroe County sites requiring use of automobiles in performance of work Policies Waiver or Modification willapplyto: Business Auto Liability Alan MacEachern Digitally signed by Alan MacEachern Signature ofRequestor: Date:2026.01.29 09:13:02-05'00' Date: 1/29/26 Approved ,—, Not Approved ❑ Gaelan P Jones Digitally signed by Gaelan P Jones Risk Management Signature:_ Date:2026.01.29 09:26:44-05'00' Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: