EXHIBIT B
Original Government Contract
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84
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 O R A C L E P R O D U C T S A N D S E R V I C E S
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 at tached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
BW/yy
Attach
Copy to: Office of Procurement Services
James Foley, OPS
(Please remove Serial 13120-RFP from your contract notebooks)
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
ORACLE PRODUCTS AND SERVICES
This Contract is entered into this 12 th 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 12th day of December, 2018 and ending the 30th day of November, 2023.
1.2 The products and services which are the subject of this Master Agreement (“County Contract”) may be covered by a software programs license agreement service or maintenan ce 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 te rm 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 n o t l i m i t e d t o t h e p r e p a r a t i o n o f a t r a n s i t i o n p l a n a n d cooperation with the County or other providers in the trans ition. The transition includes th e 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 pr ovisions 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 submitte d one hundred and twenty (120) calendar days prior to the Contract expiration . R e q u e s t s f o r a d j u s t m e n t i n c o s t o f l a b o r a n d / o r m a t e r i a l s m u s t b e s u p p o r t e d b y a p p r o p r i a t e documentation. The reasonableness of th e request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.”
3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
3.3 INVOICES:
3.3.1 The Contractor shall submit one (1) legible copy of th eir 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 Acco unts 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 calculate d based on the date a properly completed invoice is received by the County.
3.3.5 EFT payments to the routing and account numbers design ated 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 Manageme nt 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. Co unty may elect to release specific retention payments based on mutually agreed milestones, but in no case sh all retention be released prior to Final Completion.
All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this Contract by County through no fault of Contractor, Contractor shall be entitled to the refund of any funds in the retention account.
3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County.
3.4.3 The Contractor shall have the right, pursuant to Ariz ona Revised Statues, to submit securities in lieu of retention for all work completed. The Contractor is requ ired to request this option at least ten (10) business days prior to submission of first Application for Pa yment to allow time for preparation of forms. The Contractor shall request and obtain securities fo rms through County. The County must identify either securities option or retention option prior to first Application for Payment.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
3.5 APPLICABLE TAXES:
3.5.1 Payment of Taxes: The Contractor shall pay all applicab le 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 ma terials provided shall be listed separately on the Contractor’s invoices.
3.5.2 State and Local Transaction Privilege Taxes: To the ex tent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation.
3.6 TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.
3.7 TAX (COMMODITIES):
Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.
3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the su ccessful 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 governmenta l 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 se rvices shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds.
4.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract . County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
5.2 During the Contract term, County may provide Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations.
6.0 TERMS AND CONDITIONS:
6.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and em ployees 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, repr esentatives, agents, officers, directors, officials, and employees sh all arise in connection with any claim, d a m a g e , l o s s , o r e x p e n s e t h a t i s 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 ne gligent 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 indi rectly 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 th is 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 W H A T S O E V E R , S H A L L B E L I M I T E D T O T H E
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 v041818 v032819.
Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.
Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMEN TAL TERMS AND CONDITIONS v041818 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 nece ssary 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 Co ntract 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, Orac le will register You with DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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-es [email protected]. Thereafter, and provided that You are current on technical support for the Programs for which technical suppor t 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 au thorized to do business in the State of Arizona, provided that said insurance compan ies 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 t he 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. Contract or 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, representativ es, officers, directors, o fficials 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 re covery (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 Pr oducts/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy sh all 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 Liab ility insurance and, if n e c e s s a r y , C o m m e r c i a l U m b r e l l a i n s u r a n c e with a combined single limit for bodily injury and pr operty 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.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 le ss 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 Insu rance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be lim ited to, coverage for empl oyee 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 direct ors, 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:
x Each claim $2,000,000
x 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 t h i s C o n t r a c t i s w r i t t e n o n a c l a i m s - m a d e b a s i s , Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be ma intained 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):
x Each Claim $2,000,000
x 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. T h i s s h o u l d a l s o i n c l u de breach notification costs, credit remediation, and DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.
In the event that the Network Security and Privacy Li ability 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, De veloper 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 furnis h 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 Contr act, 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 with in the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expi re, 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 recei ve notice of a policy that has been or will be suspended, canceled, materially c h a n g e d f o r a n y r e a s o n , h a s e x p i r e d , o r w i l l b e 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 C ontract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 sure ties. 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 Ar izona or whose principal office is maintained in this State, as by law required, and the bonds shall have a t t a c h e d t h e r e t o a c e r t i f i ed copy of the Power of Attorney of the signing official. In addition, said co mpany or companies shall be rated “Best-A” or better as required by the Contracting Agen cy, 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 CONDIT IONS 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 SUPPLEMEN TAL TERMS AND CONDITIONS v041818 v032819.
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 CONDIT IONS 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.
Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.
Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMEN TAL TERMS AND CONDITIONS v041818 v032819.
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.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 add itional costs associated with such delivery terms and communicate that cost to the County.
6.9.2 The County shall not advise the Contractor to procee d 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 i nvoicing, the Coun ty shall ensure that any additional charges are in compliance with and do not exceed agr eed to costs. The County shall re tain all documents related to these costs within the agency purchase file.
6.10 SHIPPING DOCUMENTS:
A packing list or other suitable shipping document shall accompany each shipment and shall include the following:
6.10.1 Contract Serial number.
6.10.2 Contractor’s name and address.
6.10.3 Using Agency name and address.
6.10.4 Using Agency purchase order number.
6.10.5 A description of product(s) shipped, including item nu mber(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 industr y 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 deliv ery and, if requested at the time of quote/bid, installation of all equipment in a complete operating condition.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
6.16 ACCEPTANCE (IF APPLICABLE):
6.16.1 Perpetual Licenses – S o f t w a r e i s m a d e a v a i l a b l e v i a a w e b link provided by the Licensor; there is no acceptance period for perpetual licenses.
6.16.2 Engineered Systems and Hardware – Acceptance is upon delivery.
6.16.3 Cloud Services – Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services.
6.17 RETURN POLICY:
All orders are non-cancellable and non-refundable.
6.18 INSPECTION OF SERVICES (IF APPLICABLE):
6.18.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires.
6.18.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. C ounty 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 requ irements, 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 no t conform to Contract r e q u i r e m e n t s , C o u n t y i s entitled to the remedies provided unde r Exhibit D ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.
If any of the Oracle ACS Services do no t conform to Contract requirements, County is entitled to the remedies provided u nder Exhibit E ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.
The parties agree that Oracle Technical Sup port Services and/or Maintenance Support Services will be provided in accordance with Or acle’s Technical Support Policies in effect at the time the services are prov ided. You may access the curren t version of the technical support policies at http://www.oracle.com/us/support/policies/index.html
6.18.3.2 With regard to professional services performed by DLT Solutions:
DLT Solutions professional services will be p e r f o r m e d i n a c c o r d a n c e w i t h a q u o t e d 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 maximu m 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.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
6.21 BACKGROUND CHECK (IF REQUIRED BY PROJECT):
Contractors need to be aware that there may be multiple background checks (Sheri ff’s Of fice, 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 Pr ocurement 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 practi cable 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, th e 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, accordi ngl y, if t he C ontractor de monstrates 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) busine ss days (or more if authorized in wr iting 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 Cont ract, if any person significantly involved in initiating, DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
negotiating, securing, drafting or creating the Contract on beha lf of the County is at any time while the Contract or any extension of the Contract is in eff ect, 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 re quirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillm ent 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. Contr actor 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 consen t 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 th at of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is w illing to absorb any higher rates or the County has approved the increase. The subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, wi thout mark-up. A copy of the subcontractor’s invoice must accompany the Prime Contractor’s invoice.
6.29 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County.
6.30 ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County.
6.31 STRICT COMPLIANCE:
Acceptance by County of a performance th at is not in strict compliance with th e 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.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 resu lting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party sha ll 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 re quirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full here in. 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;
6.36.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of pe rforming a government entity (Federal, State or local) transaction or contract; and
6.36.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract;
6.36.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default.
6.36.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution.
6.36.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 Contract or shall obtain statements from its subcontractors certifying compliance and shall furnish the statemen ts 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 f o r m s a r e 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 suspen sion and/or debarment of the Contract or. All costs necessary to verify compliance are the responsibility of the Contractor.
6.38 INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County E t h i c a l C o d e o f C o n d u c t o r a n y e t h i c a l c o n d u c t m a y b e g r o u n d s f o r 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 RE GARDS 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 w o r k i n g o n t h i s C o n t r a c t w i l l b e s u b j e c t t o t h e whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of th e 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 t h e p r e d o m i n a n t l a n g u a g e o f t h e w o r k f o r c e , o f 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.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 co mply 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 th e Contractor agrees to retain (physical or digital copies of) all books, re cords, accounts, statements, reports, files, and other records and back-up documentation relevant to this C ontract for six (6) years after final payment or until after the resolution of any audit questio ns 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 disallo wance. The course of action to address the disallowance shall be at sole discretion of the County, and may include e ither an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the C ontractor 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 mainta in procedures and controls that are ad equate 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 proprietar y 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 mu st 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 propriet ary or confidential information by the Office of Procurement Services.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
6.46 PRICES:
Contractor will make reasonable efforts to seek approval from Oracle to extend to County under this Contract prices that are no higher than those paid by any other customer for these or similar services.
6.47 INTEGRATION:
This Contract represents the entire and integrated agreement between th e parties and supersedes all prior negotiations, proposals, communications, understandings, re presentations, 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 so lely 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 pa rties 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 Cont ractor request within thirty (30) da ys of receiving notice from Contractor, Contractor may terminate this Contract.
6.50 GOVERNING LAW:
This Contract shall be governed by th e laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
6.51 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and the Oracle Standard Terms (See Exhibits C, D, and E and F) and Conditions the terms of this Contract shall prev ail, 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 Standard Terms and Conditions for Products and Services ORACLE
SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819;
6.52.4 Exhibit D, Oracle Cloud Services Terms and Conditions O R A C L E C L O U D S E R V I C E S U S COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818;
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
6.52.5 Exhibit E, Oracle Hardware Terms and Conditions ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819;
6.52.6 Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712.
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
[email protected]
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
EXHIBIT A
PRICING
SERIAL 180233-RFP
NIGP CODE: 20655
RESPONDENT'S NAME: DLT Solutions, LLC
COUNTY VENDOR NUMBER: VS0000003170
ADDRESS: 2411 Dulles Corner Park Suite 800
P.O. ADDRESS:
TELEPHONE NUMBER: (703) 709-7172
FACSIMILE NUMBER: (866) 419-7926
WEB SITE: www.dlt.com
CONTACT (REPRESENTATIVE): Kevin For d
REPRESENTATIVE'S E-MAIL ADDRESS: [email protected]
YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [ X ] [ ]
PAYMENT TERMS. [X] NET 30 DAYS
Product
Discount
Support
Discount
1.3.1 Perpetual License Recap
MINIMUM DISCOUNTS 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 TA B 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
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
1.3.1 Perpetual Licenses Catalog Products Insert Percentage Below Insert Percentage Below
Global Price List - shown in dark grey Min. Discount for Licenses XX% First Year Maintenance Percentage based on discounted license Cost
Technology Global Price List Products 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%
Peoplesoft 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 MySQL 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-*Eff. 5-1-20 2% n/a DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
ORACLE PRODUCTS TRANSACTION BANDS FOR
PRODUCT
DISCOUNT END
USER WITH
BUDGET LESS
THAN $100
MILLION
DISCOUNT END USER WITH BUDGET MORE THAN
$100 MILLION
0-$25000 47% 27%
$25000-$100,000 47% 27%
$100,000-$250,000 48% 27%
$250,000-$1,000,000 50% 35%
$1,000,000- PLUS 50% 45%
1.3.2 Engineered Systems Catalog Products
Insert
Percentage
Below
Insert
Percentage
Below
Insert
Percentage
Below
Insert
Percentage
Below
Insert
Percentage
Below
Insert Percentage Below
Oracle
Engineered
Systems
Global Price
List
Min.
Discount
Eng Systems
Hardware%
First Year
Oracle Premier
Support for
Systems
Percentage based
on discounted
Hardware Cost
First Year
Oracle Premier
Support for
Operating
Systems
Percentage based
on discounted
Hardware Cost
First Year
Oracle Customer
Data and Device
Retention
Percentage based
on discounted
Hardware Cost
Min.
Discount
for
Licenses
XX%
First Year SULS Percentage based on discounted
license Cost
Hardware 5% 12% 12% 3%
Engineered
Systems
Software 27% 22%
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
1.3.3 Hardware, Servers, Storage and Networking Catalog Products Insert
Percentage
Below
Insert Percentage
Below
Insert
Percentage
Below
Insert
Percentage
Below
Insert
Percentage
Below
Insert Percentage Below
Global Price
List - shown
in dark grey
Min.
Discount
Hardware%
First Year Oracle
Premier Support
for Systems
Percentage based
on discounted
Hardware Cost
First Year
Oracle Premier
Support for
Operating
Systems
Percentage
based on
discounted
Hardware Cost
First Year
Oracle
Customer Data
and Device
Retention
Percentage
based on
discounted
Hardware Cost
Min.
Discount
for Licenses
XX%
First Year SULS Percentage based on discounted
license Cost
Systems
Hardware
and
Software
Global Price
List
Oracle
Hardware
Category L
20% 12% 12% 3% 27% 22%
Oracle
Hardware
Category U
13% 12% 12% 3% 27% 22%
Oracle
Hardware
Category V
20% 12% 12% 3% 27% 22%
Oracle
Hardware
Category X
30% 12% 12% 3% 27% 22%
Oracle
Hardware
Category Z
5% 12% 12% 3% 27% 22%
Oracle
Hardware
Category Y
2%
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 RightNow 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 $ 1 9 8 . 8 3 $ 1 9 8 . 8 3 $ 2 0 2 . 8 9 $ 2 0 2 . 8 9 $ 2 0 2 . 8 9 Associate Consultant $ 1 3 1 . 2 7 $ 1 3 1 . 2 7 $ 1 3 3 . 8 9 $ 1 3 3 . 8 9 $ 1 3 6 . 5 7 Consulting/Engineer $ 1 9 0 . 6 1 $ 1 9 3 . 5 1 $ 1 9 3 . 5 1 $ 1 9 6 . 4 6 $ 1 9 6 . 4 6 Director/Engineer $ 2 1 2 . 1 8 $ 2 1 2 . 1 8 $ 2 1 6 . 5 1 $ 2 1 6 . 5 1 $ 2 2 2 . 0 7 Installation Engineer $ 1 9 0 . 6 1 $ 1 9 0 . 6 1 $ 1 9 5 . 5 0 $ 1 9 5 . 5 0 $ 2 0 0 . 5 1
Managing Principal
Consultant $ 2 6 4 . 9 6 $ 2 6 4 . 9 6 $ 2 7 1 . 7 5 $ 2 7 1 . 7 5 $ 2 7 8 . 7 2 Practice Director $ 3 3 0 . 8 1 $ 3 3 0 . 8 1 $ 3 3 7 . 4 3 $ 3 3 7 . 4 3 $ 3 4 4 . 1 8 Practice Manager $ 2 8 5 . 4 8 $ 2 8 5 . 4 8 $ 2 9 1 . 4 1 $ 2 9 1 . 4 1 $ 2 9 7 . 2 4 Principal Consultant $ 2 3 1 . 8 4 $ 2 3 1 . 8 4 $ 2 3 7 . 7 8 $ 2 3 7 . 7 8 $ 2 4 3 . 8 8 Project Manager/Engineer $ 2 4 2 . 8 9 $ 2 4 2 . 8 9 $ 2 4 4 . 1 1 $ 2 4 4 . 1 1 $ 2 4 5 . 3 4 Senior Consultant/Engineer $ 2 1 5 . 8 6 $ 2 1 5 . 8 6 $ 2 1 9 . 1 5 $ 2 1 9 . 1 5 $ 2 2 2 . 4 8 Senior Project Manager $ 2 4 8 . 8 6 $ 2 5 0 . 1 1 $ 2 5 0 . 1 1 $ 2 5 1 . 3 7 $ 2 5 1 . 3 7 Sr. Application Developer $ 2 0 7 . 9 4 $ 2 0 7 . 9 4 $ 2 1 2 . 1 8 $ 2 1 3 . 2 7 $ 2 1 3 . 2 7 Sr. Practice Director $ 3 6 4 . 3 2 $ 3 6 4 . 3 2 $ 3 7 3 . 6 6 $ 3 7 3 . 6 6 $ 3 8 3 . 2 4 Sr. Principal Consultant $ 2 6 4 . 9 6 $ 2 6 4 . 9 6 $ 2 7 1 . 7 5 $ 2 7 1 . 7 5 $ 2 7 8 . 7 2 Sr. Systems Engineer $ 2 1 7 . 5 2 $ 2 1 7 . 5 2 $ 2 1 7 . 5 2 $ 2 2 3 . 1 0 $ 2 2 3 . 1 0 Staff Consultant $ 1 6 5 . 6 0 $ 1 6 5 . 6 0 $ 1 6 9 . 8 5 $ 1 6 9 . 8 5 $ 1 7 4 . 2 0 Systems Engineer $ 2 0 1 . 8 6 $ 2 0 1 . 8 6 $ 2 0 1 . 8 6 $ 2 0 7 . 0 4 $ 2 0 7 . 0 4
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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 Training
Services
Customer Transaction Band
E-Business License and Technical Support Discounts (Enter Discount off of list price. List price detailed at www.oracle.com/education $0 - $10,000 10.0%
$10,001 - $25,000 15.0%
$25,001 - $50,000 20.0%
$50,001 - $100,000 27.0%
$100,001 - $250,000 30.0%
$250,001 + 32.0%
Note: Oracle University offerings are governed by the Oracle University terms and conditions available at education.oracle.com and incorporated by reference.
1.3.8 Financing Services
Financing to be considered on a deal by deal basis.
1.3.9 Full Pro Services
Labor Category
CLIN
Number
Commercial
LIST PRICE
USC Labor
NTE Year 1 Year 2 Year 3 Year 4 Year 5
Year
6 DLT Labor Rates for US Communities Contract
Installation Engineer D L T 0 0 1 $ 2 3 9 . 9 7 $ 1 9 0 . 6 1 $ 1 9 0 . 6 1 $ 195.50 $ 195.50 $ 200.51 $
200.51
Systems Engineer D L T 0 0 2 $ 2 0 8 . 7 2 $ 2 0 1 . 8 6 $ 2 0 1 . 8 6 $ 201.86 $ 207.04 $ 207.04 $
207.04
Sr. Systems Engineer D L T 0 0 3 $ 2 2 3 . 6 3 $ 2 1 7 . 5 2 $ 2 1 7 . 5 2 $ 217.52 $ 223.10 $ 223.10 $
223.10
Application Developer D L T 0 0 4 $ 2 0 2 . 8 9 $ 1 9 8 . 8 3 $ 1 9 8 . 8 3 $ 202.89 $ 202.89 $ 202.89 $
202.89
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Sr. Application Developer D L T 0 0 5 $ 2 2 3 . 6 2 $ 2 0 7 . 9 4 $ 2 0 7 . 9 4 $ 212.18 $ 213.27 $ 213.27 $
215.43
Director/Engineer D L T 0 0 2 7 $ 3 9 5 . 9 6 $ 2 1 2 . 1 8 $ 2 1 2 . 1 8 $ 216.51 $ 216.51 $ 222.07 $
222.07
Senior Project Manager D L T 0 0 2 8 $ 3 2 9 . 9 6 $ 2 4 8 . 8 6 $ 2 5 0 . 1 1 $ 2 5 0 . 1 1 $ 2 5 1 . 3 7 $ 2 5 1 . 3 7 $
255.20
Project Manager/Engineer D L T 0 0 2 9 $ 2 6 9 . 9 7 $ 2 4 2 . 8 9 $ 2 4 2 . 8 9 $ 2 4 4 . 1 1 $ 2 4 4 . 1 1 $ 2 4 5 . 3 4 $
245.34
Senior Consultant/Engineer D L T 0 0 3 0 $ 2 4 4 . 1 8 $ 2 1 5 . 8 6 $ 2 1 5 . 8 6 $ 2 1 9 . 1 5 $ 2 1 9 . 1 5 $ 2 2 2 . 4 8 $
225.87
Consulting/Engineer D L T 0 0 3 1 $ 2 1 2 . 8 9 $ 1 9 0 . 6 1 $ 1 9 3 . 5 1 $ 1 9 3 . 5 1 $ 1 9 6 . 4 6 $ 1 9 6 . 4 6 $
199.45
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EXHIBIT B
SCOPE OF WORK
ORACLE PRODUCTS AND SERVICES
1.0 INTRODUCTION AND BACKGROUND
1.1 MASTER AGREEMENT
Maricopa County (herein “Lead Public Agency”) o n b e h a l f o f i t s e l f a n d a l l s t a t e s , l o c a l governments, school districts, public higher education institutions, and other government agencies in the United States of A m e r i c a ( h e r e i n “ P a r t i c i p a t i n g 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 solic ited 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 e n v i r o n m e n t a l l y r e s p o n s i b l e p r o d u c t s a n d 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 th ey offer. The intent of this contract is to provide Participating Public Agencies with product s, 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 - a n y s e r v e r s , s t o r a g e a n d n e t w o r k i n g products offered by Oracle.
1.3.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle.
1.3.5 Consulting/Professional Services – C o n s u l t i n g a n d i n t e g r a t i o n s e r v i c e s r e l a t i n g t o Oracle products and services.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
1.3.6 Technical Support Services and/or Maintenance Support Services – t e l e p h o n e technical support, premier support for system s 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 na tionwide purchasing agreement for the acquisition of Oracle products, services and solutions. The cat egories of descriptive examples in Section 2.12 are to provide a general, non-inclusive, description of the categories.
Other governmental entities under a g r e e m e n t w i t h t h e C o u n t y 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 co ntractors, at the County’s sole discretion, in cases where the currently listed cont ractors are of an insufficient nu mber 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 bind ing written Task Orders to be approved by the using agency for all products or services to be purchased under this contract. If more than one contractor is awarded a contract the members at their discretion may request Task Orders from one or more contractors and select the Task Order that’s best meets their internal interests. .
2.0 SCOPE OF WORK:
2.1 Represent, sell, and service all the Oracle Products listed below (Section 2.12);
2.2 Be able to service local governments, states, school districts, and public higher education institutions in the United States of America, and other governmental agencies and nonprofit organizations;
2.3 Have the resources to work with multiple entities at the same time;
2.4 Throughout the life of this contract, the successful Contractor shall maintain expertise, resources and capabilities to maintain an Oracle Platinum Partnership level.
2.5 Provide commercial hardware, software, services and solutions as ordered under the task order as a member of the Oracle Platinum Partner Network in good standing with all required distribution agreements;
2.6 Perform or have service delivery partners that can provide consulting, assessment, design, integration, installation and management of Services/Solutions at the task order level;
2.7 Perform a wide range of professional, technical support and engineering Services/Solutions to support the mission and objectives of Maricopa County and Participating Public Agencies as authorized buyers off this contract;
2.8 Provide maintenance support Services/Solutions
2.9 Provide project management support for each deliverable under the contract;
2.10 Provide project specific and overall contract performance reporting, as required.
2.11 Provide on-going marketing of the contract by aligning and traveling with the U.S Communities Program Managers, administrative and marketing personnel engaged in directly promoting the contract to Participating Public Agencies through agency meetings, direct mail, national publications, annual meetings and other such activities.
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2.12 PRODUCTS AND SERVICES REQUIRED:
2.12.1 Perpetual Licenses – applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle.
2.12.2 Engineered Systems – integrated software and hardware systems offered by Oracle.
2.12.3 Hardware, Servers, Storage, and Networking - a ny s e r ve r s , s t o r a ge , a nd ne t w o r ki n g products offered by Oracle.
2.12.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle.
2.12.5 Consulting/Professional Services – C o n s u l t i n g a n d i n t e g r a t i o n s e r v i c e s r e l a t i n g t o Oracle products and services.
2.12.6 Technical Support Services and/or Maintenance Support Services – t e l e p h o n e technical support, premier support for system s and any other support services available from Oracle for license and hardware.
2.12.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths.
2.12.8 Financing Services– Financing services for orders and solutions.
2.13 STAFF EXPERIENCE:
2.13.1 For Maricopa County, full-time and part-time staff, proposed consultants and subcontractors who may be assigned direct work for this contract should be identified in any project Task Orders.
2.14 FACILITIES:
During the course of this Contract, the County may provide the Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein.
2.15 TRAINING:
The Contractor shall provide a minimum of (To be determined for each Task Order) to completely train County personnel in the use and care of the equipment.
2.16 WARRANTY:
APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL.
Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.
Exhibit D - ORACLE CLOUD SERVICE S US COMMUNITIES S U P P L E M E N T A L TERMS AND CONDITIONS v041818.
Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.
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2.17 ACCEPTANCE:
2.17.1 Perpetual Licenses – S o f t w a r e i s m a d e a v a i l a b l e v i a a w e b l i n k p r o v i d e d b y t h e 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 orde r (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, th e County shall ensure t h a t a n y a d d i t i o n a l charges are in compliance with a n d d o n o t e x c e e d a g r e e d t o c o s t s . T h e C o u n t y s h a l l retain all documents related to these costs within the agency purchase file.
3.3 SHIPPING DOCUMENTS:
A packing list or other suitable shipping docu ment shall accompany each s h i p m e n t a n d s h a l l 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 perfor mance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor.
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3.5 SHIPPING CHARGES:
3.5.1 Shipping costs will be borne by the Contractor. FOB: Destination.
3.5.2 Exceptions to normal shipping charges:
Expedited freight will be pre-paid by the C ontractor 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 co nstructed as to ensure acceptance and safe delivery, at the lowest rate, to the po int 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 an d 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. Unde r 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 repl acement of Contractor personnel at any time, for any reason. Said requested removal shall not be subject to part 3.9.1 3.11.1 of this section.
3.10 TRAINING:
The Contractor shall provide training services as needed, depending on the product or service purchased, to completely train County personnel in the use and care of the equipment. All training shall take place on-site at Maricopa County.
3.11 MAINTENANCE (If Required):
The Contractor shall provide for maintenance under this Contract upon acceptance of materials by the Department.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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 ther e 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 busi ness with the County. This applies to (but is not limited to) the company, subcontractors and em ployees 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 Purc hasing Agreement, and with th e concurrence of the successful Respondent under th is solicitation, a member of $AVE m a y a c c e s s a c o n t r a c t r e s u l t i n g f r o m 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 d iligence on the acceptability of the Contract under its procurement rules, processes and procedures.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
EXHIBIT C
ORACLE SOFTWARE STANDARD TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES
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EXHIBIT C
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EXHIBIT C
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EXHIBIT C
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EXHIBIT C
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EXHIBIT C
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EXHIBIT C
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EXHIBIT C
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EXHIBIT D
ORACLE CLOUD SERVICES TERMS AND CONDITIONS
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EXHIBIT E
ORACLE HARDWARE TERMS AND CONDITIONS
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
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EXHIBIT F
ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712.
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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) re imburse for Contractor guest commercial air travel.
4.0 Rental vehicles may only be used if such use would re sult 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 i n s u r a n c e s h a l l b e a t t h e e x p e n s e o f t h e contractor. The County will not reimburse contract or 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 fr ee, 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-te rm 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) reim burse 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- DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP
room movies, valet service, valet parking, laundry servi ce, costs associated with st oring luggage at a hotel, fuel costs associated with non-Count y 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 provid e, (upon request) with their invoice(s), copies of receipts s upporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator.
No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts.
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 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.
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EXHIBIT &
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84
INSURANCE REQUIREMENTS
Service Provider between City of Fresno (“CITY”)
and DLT Solutions, LLC (“SERVICE PROVIDER”)
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for a ll owne d , hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
If pe rsonal automobile coverage is used, the CITY, its officers, officials, employees, agents and volunteers are to be listed as additional insureds.
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Technology Liability (Errors and Omissions) insurance appropriate to SERVICE PROVIDER’S profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by Service Provider in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to i nfringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.
MINIMUM LIMITS OF INSURANCE
SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
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(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less than:
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event SERVICE PROVIDER purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non -contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
SERVICE PROVIDER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required here in and SERVICE PROVIDER shall also be responsible for payment of any self -insured retentions. Any deductibles or self -insured retentions must be declared to on the Certificate of Insurance, and approved by, the CITY’S Risk Manager or his/her designee. At the option of the CITY’S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as respects CITY, its officers, officials, employees, agents and volunteers; or
(ii) SERVICE PROVIDER shall provide a financial guarantee, satisfactory to CITY’S Risk Manager or his/her designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 no time shall CITY be responsible for the payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. SERVICE PROVIDER shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, SERVICE PROVIDER’S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self -insurance maintained by the CITY, its officers, officials, employees, agents and volunteers shall be excess of SERVICE PROVIDER ’S insurance and shall not contribute with it.
SERVICE PROVIDER shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13.
The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: SERVICE PROVIDER and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers.
If the Technology and Professional Liability insurance policy(ies) are written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by SERVICE PROVIDER.
2. Insurance must be maintained and evidence of insurance must be provided for at least five ( 5) years after completion of the Agreement w ork or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by SERVICE PROVIDER, SERVICE PROVIDER must purchase “extended reporting ” coverage for a minimum of five ( 5) years DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 completion of the Agreement wor k or termination of the Agreement , whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY. SERVICE PROVIDER is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non - renewal, or reduction in coverage or in limits, SERVICE PROVIDER shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, SERVICE PROVIDER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fift e e n (15) calendar days prior to the expiration date of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing t he available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed to release or diminish the liability of SERVICE PROVIDER, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SERVICE PROVIDER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SERVICE PROVIDER, its principals, officers, agents, employees, persons under the supervision of SERVICE PROVIDER, vendors, suppliers, invitees, consultants, sub-contractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If SERVICE PROVIDER subcontracts any or all of the services to be performed under this Agreement, SERVICE PROVIDER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, SERVICE PROVIDER will be solely responsible for ensuring that it’s subcontractor maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
SERVICE PROVIDER shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 of the Agreement and before work commences. All non -ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, SERVICE PROVIDER shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
INDEMNIFICATION
To the furthest extent allowed by law, SERVICE PROVIDER shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including bu t not limited to personal injury, death at any time and property damage) incurred by CITY, SERVICE PROVIDER or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. SERVICE PROVIDER'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.
If SERVICE PROVIDER should subcontract all or any portion of the work to be performed under this Agreement, SERVICE PROVIDER shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
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