Cooperative Purchase Agreement — Fresno City Council, February 10, 2022 (part 1 of 2)

FIN-B Cooperative Purch Agt-ISD (01-20-2022) -1-

COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into effective on __________________, by and between CITY OF FRESNO, a California municipal corporation (City), and DLT Solutions, LLC, a Virginia Corporation (Vendor).

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:

1. The Charter for the City allows for cooperative purchase agreements for products and services. The City is allowed to use an existing government agency’s agreement, as an exception to the competitive bidding requirements of Fresno City Charter Section 1208. The Parties agree that the Vendor has entered a contract with Maricopa County, Arizona (Original Government Contract). The solicitation for the Original Government Contract is attached as Exhibit A.

2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein

4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows:
a) C ity’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the C ity: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to:

City of Fresno
Attention: Jackie Larkin
2600 Fresno Street Room 1059
Fresno, CA 93721
Phone: (559) 621-7140
c) Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.

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G) All other p rovisions in the Original Government Contract a re fully binding on the parties and will represent the agreement between the City and the Vendor. [SIGNATURES FOLLOW ON THE NEXT PAGE.]
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 FIN-B Cooperative Purch Agt-ISD (01-20-2022) -3-
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.

CITY OF FRESNO,
a California municipal corporation
By:

Melissa Perales
Purchasing Manager
APPROVED AS TO FORM:

DOUGLAS T. SLOAN
City Attorney
By:

Date
Senior Deputy City Attorney
ATTEST:

TODD STERMER, CMC
City Clerk
By:

Date
Deputy
Addresses:

CITY
City of Fresno
Attention: Jonathan Medina
2600 Fresno Street Room 2156
Fresno, CA 93721
Phone: (559) 621-8367
FAX: (559) 457-1581
DLT Solutions, L L C,
a 9LUJLQLD&RUSRUDWLRQ
By:

Name:

Title:
(If corporation or LLC., Board Chair,
Pres. Or Vice Pres.)
By:

Name:

Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
VENDOR:

DLT Solutions, LLC
Attention: Nina Andujar
2411 Dulles Corner Park Suite 800
Herndon, VA 20171
Phone: (703) 708-9627
Attachments:

Exhibit A- 5)3
Exhibit B- Original Government Contract
Exhibit C- City’s Insurance and Indemnity
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Page 1 of 1 ends

EXHIBIT A
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 55 66
Solicitation 180233-RFP

ORACLE PRODUCTS AND SERVICES
Bid Designation: Public
Maricopa County
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Bid 180233-RFP

ORACLE PRODUCTS AND SERVICES
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Bid Start Date 0D\

30067
Bid End Date -XQ

30067
Question & Answer
End Date -XQ

30067
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-506-
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Pre-%LG&RQIHUHQFHJun 6, 2018 10:00:00 AM MST
Attendance is mandatory
Location: THERE WILL BE A MANDATORY PRE-PROPOSAL CONFERENCE ON JUNE 6, 2018 AT 10:00 AM MST, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, FIRST FLOOR CONFERENCE ROOM, PHOENIX, ARIZONA 85003. VENDORS MAY PARK IN SPACES DESIGNATED FOR OPS. YOU MAY ALSO PARTICIPATE VIA CONFERENCE CALL BY DIALING 602-506-9695 AND ENTERING PASS CODE 671693. VENDORS SHOULD MAKE EVERY EFFORT TO ATTEND IN PERSON.

Bid Comments
Maricopa County (herein ³Lead Public Agency´) on behalf of itself and all states, local governments, school districts, higher education institutions, other government agencies and nonprofit organizations in the United States of America (herein ³Participating Public Agencies´) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Oracle Products, Services and Solutions (herein ³Products and Services´).

ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY.

Item Response Form
,WHP 180233-RFP--01-01 -ORACLE PRODUCTS AND SERVICES 4XDQWLW\ 1 each
Prices are not requested for this item.
'HOLYHU\/RFDWLRQMaricopa County
No Location Specified
Qty 1
Description
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 5 6
Bid 180233-RFP

ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY.

NOTICE OF SOLICITATION

SERIAL 180233-RFP

REQUEST FOR PROPOSAL FOR: ORACLE PRODUCTS AND SERVICES

Notice is hereby given that Maricopa County is conducting this request for proposals , electronically through an outside agent, BidSync.com, until 2:00 P. M. MST on JUNE 26, 2018 for SERIAL #180233-REQUEST FOR PROPOSALS FOR ORACLE PRODUCTS AND SERVICES.

To participate in this bidding process, vendors shall register through BidSync.com. To register with BidSync, please go to (www.BidSync.com) DQGFOLFNRQWKHRUDQJHµ5HJLVWHU¶OLQN5HJLVWUDWLRQKDVQR cost and will allow you to access all of the bid information, bid documents, receive bid notifications, and submit a response. ONLY RESPONSES THAT ARE SUBMITTED THROUGH BIDSYNC.COM WILL BE CONSIDERED FOR AWARD.

For assistance, please contact BidSync Vendor Support Department via phone or email, during regular business hours: 1 - 800-990-9339 or ([email protected]).

All responses shall be submitted electronically to BidSync.com prior to the bid closing. The bid will be listed under ³180233-RFP REQUEST FOR PROPOSAL FOR ORACLE PRODUCTS AND SERVICES´.

7KH0DULFRSD&RXQW\3URFXUHPHQW&RGH
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JRYHUQVWKLVSURFXUHPHQWDQGLV incorporated by reference. Any protest concerning this Request for Proposal must be filed with the Procurement Officer in accordance with Section MC1 - 905 of the Code.

ALL ADMINISTRATIVE INFORMATION CONCERNING THIS REQUEST FOR PROPOSAL CAN BE LOCATED AT (https://www.maricopa.gov/DocumentCenter/View/6453).

ANY ADDENDA TO THIS REQUEST FOR PROPOSAL WILL BE POSTED ON THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES WEB SITE UNDER THE SOLICIT ATION SERIAL NUMBER. THIS INFORMATION WILL ALSO BE POSTED ONLINE AT (WWW.BIDSYNC.COM).

FAILURE TO REVIEW ANY ADDENDA DOES NOT NEGATE YOUR INITIAL OFFER AND HOLDS THE RESPONDENT RESPONSIBLE FOR ANY CHANGES PRIOR TO BI D CLOSING.

DIRECT ALL INQUIRIES TO:

BRIAN WALSH

PROCUREMENT OFFICER
TELEPHONE: (602) 506-3243
EMAIL: [email protected]

THERE WILL BE A MANDATORY PRE-PROPOSAL CONFERENCE ON JUNE 6, 2018 AT 10:00 AM MST, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, FIRST FLOOR CONFERENCE ROOM, PHOENIX, A RIZONA 85003. VENDORS MAY PARK IN SPACES DESIGNATED FOR OPS. YOU MAY ALSO PARTICIPATE VIA CONFERENCE CALL BY DIALING 602 -506- 9695 AND ENTERING PASS CODE 671693. VENDORS SHOULD MA KE EVERY EFFORT TO ATTEND IN PERSON.

NOTE: MARICOPA COUNTY PUBLISHES ITS SOLICITATIONS ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS:

https://www.maricopa.gov/2191/Open-Solicitations
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TABLE OF CONTENTS

NOTICE

TABLE OF CONTENTS

SECTIONS:

1.0 INTRODUCTION AND BACKGROUND

2.0 SCOPE OF WORK

3.0 PROCUREMENT REQUIREMENTS

4.0 TERMS AND CONDITIONS

5.0 INSTRUCTIONS

ATTACHMENTS:

ATTACHMENT A PRICING

ATTACHMENT B AGREEMENT/SIGNATURE PAGE

ATTACHMENT C REFERENCES

ATTACHMENT D US COMMUNITIES (APPENDIXES, THESE SHALL BE COMPLETED, SIGNED AS APPROPRIATE AND RETURNED WITH THE RESPONSE).

1. SUPPLIER QUALIFICATIONS

2. US COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION

3. SUPPLIER WORKSHEET

4. NEW SUPPLIER IMPLEMENTATION CHECKLIST

5. SUPPLIER INFORMATION
EXHIBITS:

EXHIBIT 1 BIDSYNC REGISTRATION AND ELECTRONIC SUBMISSION INSTRUCTIONS EXHIBIT 2 LETTER OF TRANSMITTAL SAMPLE
EXHIBIT 3 OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER

DIEM POLICY

EXHIBIT 4 DRAFT CONTRACT

EXHIBIT 5 INSURANCE CERTIFICATE EXAMPLE

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EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT (MICPA)

EXHIBIT 7 U.S. COMMUNITIES ADMINISTRATION AGREEMENT

EXHIBIT 8 STATE NOTICE ADDENDUM

EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM

EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM

EXHIBIT 11 UNIFORM ADMINISTRATIVE GUIDANCE

EXHIBIT 12 ORACLE SOFTWARE TERMS AND CONDITIONS

EXHIBIT 13 ORACLE CLOUD SERVICES TERMS AND CONDITIONS

EXHIBIT 14 ORACLE HARDWARE TERMS AND CONDITIONS

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REQUEST FOR PROPOSAL FOR: ORACLE PRODUCTS AND SERVICES

1.0 INTRODUCTION AND BACKGROUND

1.1 MASTER AGREEMENT

Maricopa County
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governments, school district s, higher education institutions, other government agencies and QRQSURILWRUJDQL]DWLRQVLQWKH8QLWHG6WDWHVRI$PHULFD KHUHLQ³3DUWLFLSDWLQJ3XEOLF$JHQFLHV´

is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complet e line of Oracle Products, Services and Solutions
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ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY.

1.2 OBJECTIVES

1.2.1 Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies;

1.2.2 (VWDEOLVKWKH0DVWHU $JUHHPHQWDVD6XSSOLHU¶VSULPDU\RIIHULQJWR3DUWLFLSDWLQJ3XEOLF Agencies;

1.2.3 Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals;

1.2.4 Combine the volumes of Participating Public Agencies to achieve cost effective pricing;

1.2.5 Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems;

1.2.6 Provide Participating Public Agencies with environmentally responsible products and services.

1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES

Oracle Products, Services and Solutions: Offerors are to pro pose the broadest possible selection of Oracle Products, Services and Solutions they offer. The intent of this solicitation is to provide Participating Public Agencies with products, services and solutions to meet their various needs. Therefore, the Offe rors should have demonstrated experience in providing the Products, Services and Solutions as defined in this RFP, including but not limited to:

1.3.1 Perpetual Licenses ± applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle.

1.3.2 Engineered Systems ± integrated software and hardware systems offered by Oracle.

1.3.3 Hardware, Servers, Storage and Networking - any servers, storage and networking products offered by Oracle.

1.3.4 Cloud Services ± Software as a Se rvice (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle.

1.3.5 Consulting/Professional Services ± Consulting and integration services relating to Oracle products and services.

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1.3.6 Technical Support Services and/or Main tenance Support Services ± telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware.

1.3.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths.

1.3.8 Financing Services± Financing services for orders and solutions.

1.4 U.S. COMMUNITIES

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Participating Public Agencies reduce the cos t of purchased goods through strategic sourcing that combines the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognizeGSXEOLFDJHQFLHV
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by the Lead Public Agency and, also, by other Participating Public Agencies.

1.4.1 National Sponsors

U.S. Communities is jointly sponsored by the National Association of Co unties (NACo), the National League of Cities (NLC), the Association of School Business Officials International (ASBO), the United States Conference of Mayors (USCM) and the National *RYHUQRUV$VVRFLDWLRQ
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1.4.2 Advisory Board

The U.S. Communities Advisory Board is made up of key government purchasing officials from across the United States.

Each Advisory Board Member is expected to actively participate in solic itations, participate in policy direction, and share expertise and purchasing innovations.

Current U.S. Communities Advisory Board Members

Auburn University, AL Great Valley School District, PA
Beaverton School District, OR Harford County Public Schools, MD City and County of Denver, CO Hennepin County, MN
City of Charlotte, NC Los Angeles County, CA
City of Chicago, IL Maricopa County, AZ
City of El Paso, TX Miami-Dade County, FL
City of Houston, TX North Carolina State University, NC City of Kansas City, MO Onondaga County, NY
City of Los Angeles, CA Port of Portland, OR
City of Ocean City, NJ Prince William County Schools, VA City of Seattle, WA San Diego Unified School District, CA Cobb County, GA State of Iowa, IA
Denver Public Schools, CO State of Louisiana, LA
Emory University, GA The Ohio State University, OH
Fairfax County, VA The School District of Collier County Fresno Unified School District, CA

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1.4.3 Participating Public Agencies

Today more than 55,000 public agencies utilize U.S. Comm unities contracts and suppliers to procure over $2.7 Billion Dollars in products and services annually. Each month more than 500 new users register to participate. The continuing rapid growth of public agency participation is fueled by the Program's prov en track record of providing unparalleled value to public agencies.

The Supplier(s) must communicate directly with any Participating Public Agency concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, and payment.

Maricopa County is acting as "Contracting Agent" for the Participating Public Agencies and shall not be held liable for any costs, damages, expenses, fees, liabilities, etc. incurred by any other Participating Public Agency.

Each Participating P ublic Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to WKH /HDG 3XEOLF $JHQFLHV¶ 0DVWHU $JUHHPHQWV 8QGHU WKH WHUPV RI WKH 0,&3$ WKH procurement by the Particip ating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides. A copy of the MICPA is attached as Exhibit 3.

1.4.4 Estimated Volume

The estimated dollar volume of Pro ducts and Services purchased under the proposed Master Agreement is $250 Million Dollars annually. This estimate is based on the anticipated volume of the Lead Public Agency, the U.S. Communities Advisory Board members, and current sales within the U.S. Communities program. While there is no minimum quantity of products required to be purchased under the proposed Master Agreement, Maricopa County and the U.S. Communities Advisory Board Members are committed to utilizing the Master Agreement. The Advisor y Board members shall determine if the Master Agreement is of value to their agency, and will promote the Master Agreement among other public agencies nationwide. The Advisory Board in 2017 purchased more than $168 Million Dollars of products and services from existing U.S.

Communities contracts.

1.4.5 Marketing Support

8 6 &RPPXQLWLHV SURYLGHV PDUNHWLQJ VXSSRUW IRU HDFK 6XSSOLHU¶V SURGXFWV WKURXJK WKH following:

x National Sponsors as referenced above,

x Over 90 State and Regional Sponsors,

x Sales and marketing personnel that directly promote the U.S. Communities Suppliers to Participating Public Agencies through public agency meetings, webinars, direct mail, email, online and print advertising, social media, articles, and exhibiting and presenting at national and local trade shows.

x U.S. Communities provides Suppliers government sales training and a host of marketing and sales management tools to effectively increase sales through U.S.

Communities.

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1.4.6 Evaluation of Proposals
Proposals will be evaluated by the Lead Public Agency in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices.

U.S. Communities Advisory Board members and other Participating Public Agencies will assist the Lead Public Agency in evaluating proposals. The Supplier(s) that respond(s) affirmatively and meets the requirements of this Request for Proposal and provides the best overall value will be eligible for a contract award. U.S. Communities reserves the right to make available or not make available Master Agreements awarded by a Lead Public Agency to Participating Public Agencies.

1.5 INTENT:

This solicitation is to establish a nationwide purchasing agreement for the acquisition of Oracle products, services and solutions. The category descriptive examples in Section 2.2 are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category.

The intent is for each Proposer to submit its complete Oracle offering so that Participating Public Agencies may order a wide array of products and services as appropriate for their needs.

Other governmental entities under agreement with the County may have access to products or services provided hereunder (see Sections 3.21, 3.22 and Exhibit 6, MICPA.) 7KH &RXQW\ UHVHUYHV WKH ULJKW WR DGG DGGLWLRQDO FRQWUDFWRUV DW WKH &RXQW\¶V VROH GLVFUHWLRQ LQ cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the &RXQW\¶VQHHGVRUWRHQVXUHDGHquate competition on any project or task order work The County reserves the right to award in whole or in part, by item or group of items, by section RUJHRJUDSKLFDUHDRUPDNHPXOWLSOHDZDUGVZKHUHVXFKDFWLRQVHUYHVWKH&RXQW\¶VEHVWLQWHUHVW

2.0 SCOPE OF WORK:

2.1 Mandatory Qualifications:

To be eligible for this contract any proposer shall meet the following:

2.1.1 Be a member of the Oracle Partner Network at the Platinum level. Responses should iQFOXGH FRQILUPDWLRQ IURP 2UDFOH¶V *RYHUQPHQW 5HVHOO 3URJUDPV *Uoup that they are authorized to create a contract in response to this RFP with Oracle offerings, that the membership in the Oracle Partner Network in good standing, that they have the required Master Distribution Agreement and Public Sector Addendum in place, and that they offer multiple lines of Oracle products and services.

2.1.2 Represent, sell, and service all the Oracle Products listed below (Section 2.2);

2.1.3 Be able to service local governments, states, school districts, and higher education institutions in the United States of America, and other governmental agencies and nonprofit organizations;

2.1.4 Have the resources to work with multiple entities at the same time;

2.1.5 Throughout the life of this contract, the successful Offeror will maintain expertise, resources and capabilities to:

2.1.5.1 Provide commercial hardware, software, services and solutions as ordered under the task order as a member of the Oracle Partner Network in good standing with all required distribution agreements;
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2.1.5.2 Perform or have service delivery pa rtners that can provide consulting, assessment, design, integration, installation and management of Services/Solutions at the task order level;

2.1.5.3 Perform a wide range of professional, technical support and engineering Services/Solutions to support the missi on and objectives of Maricopa County and Participating Public Agencies as authorized buyers off this contract;

2.1.5.4 Provide maintenance support Services/Solutions

2.1.5.5 Provide project management support for each deliverable under the contract;

2.1.5.6 Provide project s pecific and overall contract performance reporting, as required.

2.1.5.7 Provide on-going marketing of the contract by aligning and traveling with the U.S Communities Program Managers, administrative and marketing personnel engaged in directly promoting the contr act to Participating Public Agencies through agency meetings, direct mail, national publications, annual meetings and other such activities.

2.2 PRODUCTS AND SERVICES REQUIRED:

2.2.1 Perpetual Licenses ± applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle.

2.2.2 Engineered Systems ± integrated software and hardware systems offered by Oracle.

2.2.3 Hardware, Servers, Storage , and Networking - any servers, storage, and networking products offered by Oracle.

2.2.4 Cloud Services ± Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle.

2.2.5 Consulting/Professional Services ± Consulting and integration services relating to Oracle products and services.

2.2.6 Technical Support Services and/or Maintenance Support Services ± telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware.

2.2.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths.

2.2.8 Financing Services± Financing services for orders and solutions.

2.3 STAFF EXPERIENCE:

2.3.1 For Maricopa County, full -time and part -time staff, proposed consultants and subcontractors wh o may be assigned direct work for this contract should be identified.

Information is required that will show the composition of the task or work group, specific qualifications, and recent relevant experience. Special mention shall be made of direct technical supervisors and key technical personnel, and approximate percentage of the total time each will be available for this contract. The technical areas, character and extent of participation by any subcontractor or consultant activity must be identified.

Resumes of staff and proposed consultants are required that will indicate education, background, and recent relevant experience in providing Oracle Products, Services and Solutions. Current contact information is to be included.

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2.3.2 Describe the credential s of staff and how they are certified and trained to provide the products and services required in paragraph 2.2 for Participating Public Agencies.

2.3.3 Describe the number and type of staff your company proposes to service this contract, i.e. technical, servi ce, training, executive support, etc., and your hiring practices for such positions for Participating Public Agencies.

2.3.4 Describe your methodology for training Participating Public Agency end users.

2.3.5 Describe your experience with managing major government projects.

2.4 FACILITIES:

'XULQJ WKH FRXUVH RI WKLV &RQWUDFW WKH &RXQW\ VKDOO SURYLGH WKH &RQWUDFWRU¶V SHUVRQQHO ZLWK adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein.

2.5 TRAINING:

The Contractor shall provide a minimum of (To be determined for each Task Order) to completely train County personnel in the use and care of the equipment.

2.6 WARRANTY:

2.6.1 The minimum warranty for products shall be 90 -days, or the manufact urers' warranty, whichever is greater. Warranty replacement shall be done at no additional cost to the County. This includes special order or non-stock parts. Freight charges, transportation charges, etc. are all incurred by the Contractor. The effecti ve date on all warranties shall commence upon the date of installation.

2.6.2 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship.

2.6.3 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County.

2.6.4 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply.

2.6.5 The Co ntractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations.

2.6.6 Contractor shall respond to all warranty requests within 24-hours of notification.

2.7 ACCEPTANCE:

2.7.1 Perpetual Licenses ± Software is made available via a w eb link provided by the Licensor; there is no acceptance period for perpetual licenses.

2.7.2 Engineered Systems and Hardware - For &XVWRPHU¶V ,QLWLDO SXUFKDVH RI HDFK Engineered Systems or Hardware the Contractor shall provide an acceptance test period

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a.) the Equipment, if any, is mounted; b.) the Software is installed on the data base server(s) and/or personal computer(s); and c.) implementation team training, if any, is complete. During the Test Period, County shall determine whether the Equipment and Software meet the Contractor SXEOLVKHG HOHFWURQLF GRFXPHQWDWLRQ ³6SHFLILFDWLRQV´

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specific project. If County has not given Contractor a written deficiency statement VSHFLI\LQJ KRZ WKH (TXLSPHQW RU 6RIWZDUH IDLOV WR PHHW WKH 6SHFLILFDWLRQ ³'HILFLHQF\
6WDWHPHQW¶
ZLWKLQ WKH 7HVW 3HULRG WKH (TXLSPHQW DQG 6RIW ware shall be deemed accepted. If County provides a Deficiency Statement within the Test Period, Contractor shall have thirty (30) calendar days to correct the deficiency, and the Customer shall have an additional sixty ( 60) calendar days to evalua te the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second thirty (30) calendar day period, the County may terminate this Contract. Upon any such WHUPLQDWLRQ &RQWUDFWRU VKDOO DW &RQWUDFWRU¶V FRVW UHPRYH DOO HTXLSPHQW DQG VRftware from County premises and equipment. County shall return all Equipment and Software to Contractor, and Contractor shall refund any monies paid by County to Contractor. Upon completion of these terms, neither party shall then have any further liabili ty to the other for the products that were the subject of the Acceptance Test.

2.7.3 Cloud Services ± Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services.

2.8 RETURN POLICY:

The Bidders shall state their return policy, time limitations, or restocking charges (if any) for such returns. Products will not be accepted in damaged or broken/unsealed packages. Credit memos VKDOO EH LVVXHG LQ DFFRUGDQFH ZLWK WKH &RQWUDFWRU¶V UHWXUQ SROL cy. If a restocking charge is applied, the credit memo must reflect the full credit amount of each item returned and the restocking charge shall be a separate line.

3.0 PROCUREMENT REQUIREMENTS:

3.1 DELIVERY:

3.1.1 Delivery shall be made within 48 hours after receipt of order (ARO)

3.1.2 Exceptions to delivery schedule will be special order items that must be identified.

3.1.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor.

3.1.4 Delivery shall be F.O.B. Destination, Freight Prepaid.

3.2 EXPEDITED DELIVERY:

3.2.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine an y 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 a greeing to the additional costs, the Using Agency shall advise the Contractor to proceed.

3.2.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file.

3.3 SHIPPING DOCUMENTS:

A packing list or other suitable shipping document shall accompany each shipment and shall include the following:

3.3.1 Contract Serial number.

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3.3.2 &RQWUDFWRU¶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 th H &RQWUDFWRU¶V UHVSRQVLELOLW\ WR PHHW WKH SURSRVHG performance requirements.

Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor.

3.5 SHIPPING CHARGES:

3.5.1 Shipping costs will be borne by the Contractor. FOB: Destination.

3.5.2 Exceptions to normal shipping charges:

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 purpo se, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable.

3.7 OPERATING MANUALS:

Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically.

3.8 INSTALLATION:

7KH &RQWUDFWRU¶V SULFH VKDOO LQFOXGH GHOLYHU\ DQG LQVWDOODWLRQ RI DOO HTXLSPHQW LQ D FRPSOHWH operating condition.

3.9 INFRINGEMENT DEFENSE INDEMNIFICATION:

3.9.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as defined below, in the full defense of the County against any Claim, as defined below, and will indemnify and hold harmless the County as provided for in this Section for any MXGJPHQWV VHWWOHPHQWV DQG FRXUW DZDUGHG DWWRUQH\¶V IHHV UHVXOWLQJ IURP D &ODLP ZKHUH WKHFODLPDQWLVDGMXGJHGWKHVXFFHVVIXOSDUW\LQWKH&ODLP&RQWUDFWRU¶VREOLJDWLRQVXQGHU this Section are conditioned on the follow ing: (i) County promptly notifies Contractor of the Claim in writing upon made aware o f the Claim; (ii) County gives Contractor lead authority and County being control of the defense and (if applicable) settlement of the &ODLP SURYLGHG WKDW &RXQW\¶V OHJD l counsel may participate in such defense and VHWWOHPHQWDW&RXQW\¶VH[SHQVHDQG
LLL
&RXQW\SURYLGHVDOOLQIRUPDWLRQDQGDVVLVWDQFH
reasonably requested by Contractor to handle the defense or settlement of the Claim. For SXUSRVHVRIWKLV6HFWLRQ³&O DLP´PHDQVDQ\FDXVHRIDFWLRQLQDWKLUGSDUW\DFWLRQVXLW or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Agreement, infringes a valid %LG5)30DULFRSD&RXQW\

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U.S. patent, copyrigh W RU WUDGHPDUN )RU WKH SXUSRVHV RI WKLV VHFWLRQ ³3DUWLFLSDWH DQG 6KDUHLQWKH&RVWV´PHDQV&RQWUDFWRUZLOODVVLVWWKH&RXQW\LQWKHGHIHQVHRIWKHFODLP to the extent agreed to by the parties, except that Contractor shall be solely responsible for any and all costs adjudged in a successful Claim against the County.

3.9.2 Remedial Mea sures: If software becomes, or Contractor reasonably believes use of software may become, the subject of a Claim, Contractor may, at its own expense and option: (i) procure fo r County the right to continue use of the Product; (ii) replace or modify the software; or to the extent that neither (i) nor (ii) are deemed commercially practicable, (iii) refund to County a pro -rated portion of the applicable fees for software based on a linear depreciation monthly over 10 year useful life, in which case County will cease all use of software and return it to Contractor.

3.9.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any Claim based on: (i) modifications by som eone other than Contractor; (ii) software has been modified by Contractor in accordance with County -provided specifications or instructions; (iii) use or combination by the County of software with Third Party Products, open source or freeware technology; ( iv) Third Party Products, open source or freeware technology; (v) a product that is used or located by County in a country other than the country in which or for which it was supplied by Contractor; (vi) possession or use of a product after Contractor has informed County of modifications or changes required to avoid such Claim and offered to implement those modifications or changes, if such Claim would have been avoided by implementation of Contractor's suggestions and to the extent County did not provid e Contractor with a reasonable opportunity to implement Contractor's suggestions; or (vii) the amount of revenue or profits earned or other value obtained by the use of Products, or the amount of use of WKH3URGXFWV³7KLUG3DUW\3URGXFWV´PHDQVDQ\SURGXF ts made by a party other than Contractor, and may include, without limitation, products ordered by County from third parties. However, components of Contractor branded Products are not Third Party Products if they are both: (i) embedded in Third Party Products (i.e., not recognizable as standalone items); and (ii) not identified DVVHSDUDWHLWHPVRQ&RQWUDFWRU¶VSULFHOLVWTXRWHVRUGHUVSHFLILFDWLRQVIRUPVRU Documentation.

3.9.3 7KHIRUHJRLQJVWDWHV&RQWUDFWRU¶VHQWLUHOLDELOLW\DQG&RXQW\¶VVROHDQGH[FOXVL ve remedy except as provided at law or equity, with respect to any infringement or misappropriate of any intellectual property rights of another party.

3.10 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE):

3.10.1 The Contractor shall provide all source code and any u pdates or fixes for the Contractor &RPPHUFLDO 2II WKH 6KHOI
³&276´
DSSOLFDWLRQ VRIWZDUH WKDW 0DULFRSD &RXQW\ KDV
purchased from Contractor for safekeeping with a mutually acceptable escrow agent within thirty (30) days of award. The software source depos ited with the escrow agent will be a snapshot of all source code maintained by Contractor in the form of a Microsoft Visual Source Safe Archive. In this way, as beneficiary of the escrow agreement between Contractor and escrow agent, Maricopa County will h ave access to all source code of the products that they license for all versions of the software. Furthermore, the escrowed code shall include all code specifically developed for Maricopa County including, but not limited to: interfaces, Extraction -Transformation-Loading (ETL) routines for data conversion, and all custom code. Upon taking possession of the source code, Maricopa County will have the right to use the source for products that they license in the versions currently installed on the System or an y subsequent versions in the archive. Contractor will make a deposit of the Source Safe Archive with the escrow agent upon the release of version release or once every six (6) months, whichever occurs first.

3.10.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the source code.
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3.10.3 Maricopa County shall have access to the source code in the event any of the following circumstances:

3.10.3.1 WKHVDOHDVVLJQPHQWRUWUDQVIHUWRDQ\WKLUGSDUW\RIDQ\RI&RQWUDFWRU¶VULJKWV in the licensed p roduct (or any portion thereof) if such sale, assignment, or transfer would prevent Contractor from fully performing any of its obligations under any agreement with Maricopa County;

3.10.3.2 Contractor becomes insolvent or commits any affirmative act of insolvency , or generally fails to pay, or admits in writing its inability to pay, debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its b usiness or assets, becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or Contractor takes any action to authorize, or in the furtherance of, any of the foregoing;

3.10.3.3 Contractor discontinues providing full support and maint enance services for the licensed product in accordance with its obligations pursuant to any agreement with Maricopa County;

3.10.3.4 Contractor has ceased to do business or improperly refuses to provide any services pursuant to any agreement with Maricopa County;

3.10.3.5 Contractor has breached (and if subject to a cure period, has not cured such breach within such period) any material term or condition of any agreement with Maricopa County;

3.10.3.6 $Q\ FKDQJH RI FRQWURO RI &RQWUDFWRU RU &RQWUDFWRU¶V SDUHQW FRPSDQ\ ZKHUH such party is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of such party are acquired by any entity, or such party is merged with or into another entity to form a new entity; or

3.10.3.7 Any other circumstance in which Maricopa County is entitled to access or use the applicable deposit materials (including, but not limited to, the source code) under the express terms of any agreement between Contractor and Maricopa County.

3.10.4 Upon Ma ricopa County taking possession of the source code, Maricopa County hereby agrees as follows:

3.10.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the source code. Maricopa County agrees that such source code shall be subject to the restrictions of transfer, sale, and reproduction placed on the software itself as stated in the software license signed by all parties.

3.10.4.2 Maricopa County agrees to only use source code related to applications for which they own a license. There will be so urce from other applications in the archive.

3.10.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to compensate Contractor for any and all damages Contractor suffers, to include UHDVRQDEOH DWWRUQH\¶V IHHV UHVXOWLQJ GLUHFWO\ RU LQGirectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by Maricopa County, it s employees, agents and third party contractors.

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3.10.4.4 No license under any trademark, patent, copyright, or any other intellectual property right, is either granted or implied by the disclosure of the source code WR 0DULFRSD &RXQW\ 7KH &RQWUDFWRU¶V GLVFORVXUH RI WKH VRXUFH FRGH WR Maricopa County shall not constitute any representation, warranty, assuranc e, guarantee or inducement by the Contractor to Maricopa County of any kind, and, in particular, with respect to the non -infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons or of Contractor.

3.10.4.5 Contractor will not be responsible for maintaining the source code.

Furthermore, Contractor will not be liable for any consequences related to the use of source code modified by Maricopa County.

3.11 CONTRACTOR EMPLOYEE MANAGEMENT:

3.11.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this Contract ,Q WKH HYHQW WKDW &RQWUDFWRU SHUVRQQHO¶V employment status changes, Contractor shall provide County a list of proposed candidates with equivalent exp erience. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor.

3.11.2 Contractor shall not reassign any key personnel without the express consent of the County.

3.11.3 County reserve s the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations.

3.11.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. Said requested removal shall not be subject to part 3.9.1 of this section.

3.12 TRAINING:

The Contractor shall provide training services as needed, depending on the product or service purchased, to completely train County personnel in the use and care of the equipment. All training shall take place on-site at Maricopa County.

3.13 MAINTENANCE:

The Contractor shall provide for maintenance under this Contract upon acceptance of materials by the Department.

3.14 FACTORY AUTHORIZED SERVICE AVAILABILITY:

The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the material(s). Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., MST, Monday through Friday.

3.15 USAGE REPORT:

The Contractor shall furnish the County a usage report , upon re quest, delineating the acquisition activity governed by the Contract. The format of the report shall be approve d by the County and shall disclose the quantity and dollar value of each contract item by individual unit.

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3.16 BACKGROUND CHECK:

Bidders/proposers need to be DZDUH WKDW WKHUH PD\ EH PXOWLSOH EDFNJURXQG FKHFNV 6KHULII¶V
Office, County Attorney's Office, Cou rts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, sub contractors and employees and the failure to pass these checks shall deem the respondent non-responsible.

3.17 INVOICES AND PAYMENTS:

3.17.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information:

Company name, address and contact
County bill-to name and contact information
Contract Serial Number
County purchase order number
Invoice number and date
Payment terms
Date of service or delivery
Quantity (number of days or weeks)
Contract Item number(s)
Description of Purchase (product or services)
Pricing per unit of purchase
Freight (if applicable)
Extended price
Arrival and completion time (if applicable)
Total Amount Due

3.17.2 Problems regarding billing o r invoicing shall be directed to the Department as listed on the Purchase Order.

3.17.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/922/Vendors).

3.17.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County.

3.17.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices tha t the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.

3.18 APPLICABLE TAXES:

3.18.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the ContracWRU¶VLQYRLFHV

3.18.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxe s to the proper taxing jurisdiction of authority.

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3.18.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor.

Contractor shall, and require al l 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 :RUNHU¶V&RPSHQVDWLRQ

3.19 TAX (SERVICES):

1R WD[ VKDOO EH LQYRLFHG RU SDLG DJDLQVW &RQWUDFWRU¶V ODERU ,W LV WKH UHVSRQVLELOLW\ RI WKH Contractor to determine any and all applicable taxes and include the cost in the proposal price.

3.20 TAX (COMMODITIES):

7D[VKDOOQRWEHLQYRLFHGDJDLQVW&RQWUDFWRU¶VODERU,WLVWKHUHVSRQVLELOLW\RIWKH&RQWUDFWRUWR determine any and all applicable taxes and include the tax percentage in their proposal .

3.21 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K -12 unified school districts.

Under the $AVE C ooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal . In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal.

3.22 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGR((0(176 ,&3$¶V
:

&RXQW\ FXUUHQWO\ KROGV ,&3$¶V ZLWK QXPHURXV JRYHUQPHQWDO HQWLWLHV 7KHVH DJUHHPHQWV DOORZ those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non -County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures.

3.23 POST AWARD MEETING:

The Contractor may be required to attend a post -award meeting with the Department to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract.

3.24 ISRAEL BOYCOTT:

By submitting this proposal the Contractor certifies that they are in compliance with Article 9, A.R.S. § 35-393 et seq.

3.25 CONFIDENTIALITY:

In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a proposal to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge or disseminate to any third party-persons or entities, any information that is disclosed to it by the County during the course of thes e discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third party in preparing a response to this solicitation, it shall require the third party to acknowledge and comply with this provision.

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3.26 PUBLIC RECORDS:

Under Arizona law, a ll Offers submitted and opened are public records and must be retained by the Records Manager at the O ffice of Procurement Services. Offers shall be open to public inspection and copy ing after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Co ntract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code.

4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS:

4.1 DRAFT CONTRACT SEE EXHIBIT 4:

5.0 INSTRUCTIONS TO RESPONDENTS: (Please note that this Section does not become part of any resultant contract.)

Proposers are solely r esponsible for submitting proposals, and any modifications or withdrawals, to be received at the time and designated location required by the solicitation (RFP, or any other solicitation notice).

Any proposal, modification, or withdrawal received after the designa WHGWLPHLV³ODWH´DQGZLOO be rejected and shall not be evaluated per Paragraph MC1-320 of the Maricopa County Procurement Code.

5.1 ESTIMATED SCHEDULE OF EVENTS:

Request for Proposals Issued: May 18, 2018

Pre-Proposal Conference: June 6, 2018 @ 10:00AM MST

Deadline for written questions is two (2) business days after Pre-Proposal Conference. Questions will not be responded to prior to the Pre-Proposal Conference or after the two (2) business day deadline has elapsed. All questions and answers shall be posted to (www.bidsync.com) under the 4 $¶VWDEIRUWKHVROLFLWDWLRQDQGPXVWEHUHFHLYHGE\WKHHQGRIEXVLQHVV 30 MST.

Proposals Opening Date: June 26, 2018

Deadline for submission of proposals is 2:00 P.M., MST, on June 26, 2018. All proposals must be received before 2:00 P.M., Arizona Time, on the date above via BidSync.com.

Proposed review of Proposals and short list decision: July 10-12th, 2018

Proposed Respondent presentations: (if required) August 1, 2018

Proposed selection and negotiation: August 15th, 2018

Proposed Best & Final (if required) August 20th, 2018

Proposed award of Contract: October, 2018

All responses to this Request for P roposal become the property of Maricopa County and (other than pricing) will be held confidential, to the extent permissible by law. The County will not be held accountable if material from proposal responses is obtained without the written consent of the Respondent by parties other than the County.

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5.2 INQUIRIES AND NOTICES:

All inquiries concerning information herein shall be addressed to:

Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003

Administrative telephone inquiries shall be addressed to:

Brian Walsh, Senior Procurement Officer, 602/506-3243
([email protected])

Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County.

5.3 INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSALS:

Respondents shall submit their proposals electronically via the BidSync.com system in accordance with Section 5.5 as follows:

x Respondents shall upload each response document individually. x All documents must be uploaded in their native file format (Word, Excel, etc.). x The following naming convention shall be utilized for each document: Vendor Name ± Document Name as indicated in section 5.5.
x In the event that the Respondent would like to reque st that certain documents be held confidential, they need to have a name indicating confidential. Please see Exhibit 4 ± Draft Contract section 6.37 Public Records for more information. x Proposals shall be signed by an owner, partner or corporate official w ho has been authorized to make such commitments (Attachment B). All prices shall be held firm for a period of one year after the RFP closing date.

5.4 GENERAL CONTENT:

5.4.1 The Proposal should be specific and complete in every detail. It should be practical and provide a straightforward, concise delineation of capabilities to satisfactorily perform the Contract being sought.

5.4.2 The Respondent should not necessarily limit the proposal to the performance of the services in accordance with this Request for Proposal but should outline any additional services and their costs if the Respondent deems them necessary to accomplish the program.

5.5 FORMAT AND CONTENT:

To aid in the evaluation, it is desired that all proposals follow the same general format. The proposal must be submitted electronically and have sections clearly labeled as below: (Responses are limited to 150 pages, 10 point font type).

5.5.1 Letter of Transmittal (Exhibit 2)

5.5.2 Executive S ummary ± This section shall contain an outline of the general approach utilized in the proposal.

5.5.3 Proposal ± This section should contain a statement of all of the programs and services proposed, including conclusions and generalized recommendations. Proposals should be all-inclusive, detailing UHVSRQGHQW¶V best offer for all require ments in section 2.0 ( Scope %LG5)30DULFRSD&RXQW\

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of Services should also include the confirmation that you are authorized partner as called for in section 2.1.1.

5.5.4 Qualifications ± This section shall describe the UHVSRQGHQW¶V ability and experience related to the programs and s ervices proposed. All project personnel, as applicable, shall be listed including a description of assignments and responsibilities, a resume of professional experience, an estimate of the time each would devote to this program, and other pertinent information.

5.5.5 Proposal exceptions

5.5.6 Attachment A (Pricing)

5.5.7 Attachment B (Agreement Page)

5.5.8 Attachment C (References)

5.5.9 Attachment D (U.S. Communities Required Information)

5.5.10 Draft Contract with any requested exceptions redlined

5.6 EXCEPTIONS TO THE SOLICITATION:

The Respondent shall identify and list all exceptions taken to all sections of 180233±RFP and list these exceptions referencing the section (paragraph) where the exception exists and identify the H[FHSWLRQV DQG WKH SURSRVHG ZRUGLQJ IRU WKH 5HVSRQGHQW¶V H[FHSW ion under the heading, ³([FHSWLRQ WR WKH 352326$/ 6ROLFLWDWLRQ 6(5,$/ 180233-5)3´ Exceptions that surface HOVHZKHUH DQG WKDW GR QRW DOVR DSSHDU XQGHU WKH KHDGLQJ ³([FHSWLRQV WR WKH 352326$/ Solicitation, SERIAL 180233-5)3´ VKDOO EH FRQVLGHUHG LQYDOLG and void and of no contractual significance.

The County reserves the rights to; accept any exception, discuss the exemption with the offeror, or reject any exception.

5.7 EVALUATION OF PROPOSAL ± SELECTION FACTORS:

A Proposal Evaluation Committee shall be appointed, chaired by the Procurement Officer to evaluate each Proposal. $W WKH &RXQW\¶V RSWLRQRespondents may be invited to make presentations to the Evaluation Committee. Best and Final Offers and/or Negotiations may be conducted, as needed, with the highest rated Respondent(s). Proposals will be evaluated on the following criteria which are listed in descending or equal order of importance.

5.7.1 5HVSRQGHQW¶V 3URSRVHG 6ROXWLRQ &RPSOLDQFH ZLWK 6SHFLILFDWLRQV (Including the ability to sell all Oracle products).

5.7.2 Respondent Qualifications, including national capabilities

5.7.3 Price

NOTE 1: RESPONDENTS ARE REQUIRED TO USE ATTACHED FORMS TO SUBMIT THEIR PROPOSAL.

NOTE 2: 5(6321'(176 $5( 67521*/< (1&285$*(' 72 5(9,(: 0$5,&23$ &2817<¶6 PROCUREMENT ADMINISTRATI VE INFORMATION PRIOR TO SUBMITTING A BID.

FOR THIS INFORMATION, GO TO: (https://www.maricopa.gov/DocumentCenter/View/6453). %LG5)30DULFRSD&RXQW\

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ATTACHMENT A

PRICING

SEE BIDSYN.COM EXCEL SPREADSHEET STAND-ALONE PRICING PAGE

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ATTACHMENT B

AGREEMENT

Respondent hereby certifies that Respondent has read, understand s and agree s that acceptance by Maricopa County of the 5HVSRQGHQW¶V Offer will create a binding Contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary forms herewi th made a part of this specific procurement.

BY SIGNING THIS PAGE THE SUBMITTING RESP ONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE ADMINISTRATIVE INFORMATION $1'67$1'$5'&2175$&7¶6TERMS AND CONDITIONS LOCATED AT (http://www.maricopa.gov/DocumentCenter/View/6453) AND AGREE TO BE CONTRACTUALLY BOUND TO THEM.

[] Small Business Enterprise (SBE)

RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER DUNS #

PRINTED NAME AND TITLE AUTHORIZED SIGNATURE

/
ADDRESS TELEPHONE FAX #

CITY STATE ZIP DATE

WEB SITE EMAIL ADDRESS

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ATTACHMENT C

5(6321'(17¶65()(5(1&(6

RESPONDENT SUBMITTING PROPOSAL:

1. COMPANY NAME:

ADDRESS:

CONTACT PERSON:

TELEPHONE: E-MAIL ADDRESS:

2. COMPANY NAME:

ADDRESS:

CONTACT PERSON:

TELEPHONE: E-MAIL ADDRESS:

3. COMPANY NAME:

ADDRESS:

CONTACT PERSON:

TELEPHONE: E-MAIL ADDRESS:

4. COMPANY NAME:

ADDRESS:

CONTACT PERSON:

TELEPHONE: E-MAIL ADDRESS:

5. COMPANY NAME:

ADDRESS:

CONTACT PERSON:

TELEPHONE: E-MAIL ADDRESS:

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ATTACHMENT D

US COMMUNITIES REQUIREMENTS

I. SUPPLIER QUALIFICATIONS

Commitments

U.S. Communities views the relationship with an awarded Supplier as an opportunity to provide maximum benefit to both the Participating Public Agencies and to the Supplier.

The successful foundation of the partnership requires commitments from both U.S. Communities and the Supplier. U.S. Communities requires the Supplier to make the four commitments set forth below (Corporate, Pricing, Economy, Sales) to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies:

(a) Corporate Commitment.

(i) The pricing, terms and conditions of the Master Agreement shall, at all WLPHV EH 6XSSOLHU¶V SULPDU\ FRQWUDFWXDO RIIHULQJ RI 3URGXFWV DQG 6HUYLFHV WRPublic Age ncies. All of 6XSSOLHU¶V GLUHFW DQG LQGLUHFW PDUNHWLQJ DQG VDOHV HIIRUWV WR 3XEOLF $JHQFLHV VKDOO GHPRQVWUDWH WKDW WKH 0DVWHU$JUHHPHQWLV6XSSOLHU¶VSULPDU\RIIHULQJDQGQRWMXVWRQHRI6XSSOLHU¶VFRQWUDFWRSWLRQV

(ii) 6XSSOLHU¶V VDOHV IRUFH
LQFOXG ing inside, direct and/or authorized
dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies.

(iii) Supplier shall advise all Public Agencies that are existing customer s of Supplier as to the pricing and other value offered through the Master Agreement.

(iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement.

(v) Supplier shall ensure that the U.S. Communities program and the 0DVWHU$JUHHPHQWDUHDFWLYHO\VXSSRUWHGE\6XSSOLHU¶VVHQLRUH[HFXWLYHPDQDJHPHQW

(vi) Supplier shall provide a national/senior management level representative with the authority and responsibil LW\ WR HQVXUH WKDW WKH 6XSSOLHU¶V &RPPLWPHQWV DUH maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow -XS E\ 6XSSOLHU¶V VWDII WR UHTXHVWV IRU FRQWDFW IURP Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier -based internet web page dedicated to Su SSOLHU¶V86&RPPXQLWLHVSURJUDPDQGOLQNHG WR86&RPPXQLWLHV¶ZHEVLWHDQGVKDOOLPSOHPHQWDQGVXSSRUWVXFKZHESDJH

(vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that nati onal/senior management fully supports the U.S.

Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority.

(viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms DQGFRQGLWLRQVRIWKH0DVWHU$JUHHPHQWXSRQWKHVWDWH¶VUHTXHVW5HJDUGOHVVRIZKHWKHUWKHVWDWHGHFLGHV to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state.
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(b) Pricing Commitment.

(i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services WKDWLWRIIHUVWR3XEOLF$JHQFLHV6XSSOLHU¶VSULFLQJVKDOOEHHYDOXDWHGRQHLWKHUDQRYHUDOOSURMHFWEDVLVRU WKH3XEOLF$JHQF\¶VDFWXDOXVDJHIRUPRUHIUHTXHQWO\SXUFKDVHG3URG ucts and Services.

(ii) Contracts Offering Lower Prices . If a pre -existing contract and/or a 3XEOLF$JHQF\¶VXQLTXHEX\LQJSDWWHUQSURYLGHRQHRUPRUH3XEOLF$JHQFLHVDORZHUSULFHWKDQWKDWRIIHUHG under the Master Agreement, Supplier shall match tha t lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and r eport WKH 3XEOLF $JHQF\¶V SXUFKDVHV PDGH XQGHU WKH 0DVWHU $JUHHPHQW JRLQJ IRUZDUG 7KH SULFH PDWFK RQO\ DSSOLHV WR WKH HOLJLEOH 3XEOLF $JHQFLHV %HORZ DUH WKUHH H[DPSOHV RI 6XSSOLHU¶V REOLJDWLRQ WR PDWFK WKH SULFLQJXQGHU6XSSOLHU¶VFRQWUDFWVRIIHULQJORwer prices.

(A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Ag encies within the state.

(B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and mak e it available to the ten cooperative members.

The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the con tract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.

(iii) Deviating Buying Patterns . Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes 6XSSOLHU¶VSULFLQJXQGHUWKH0DVWHU$JUHHPHQWWREHKLJKHUWKDQDQDOWHUQDWLYHFRQWUDFWKH ld by Supplier.

This could be created by a unique end -user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies.

(iv) 6XSSOLHU¶V 2SWLRQV LQ 5HVSRQGLQJ WR D 7KLUG 3DUW\ 3URFXUHPHQW Solicitation. While it is the objective of U.S. Communities to encourage Public Agen cies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation:

(A) Supplier may opt not to respond to the procurement
solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses.

(B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement.

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(C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to o ther Public Agencies.

(D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement.

(E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration.

(c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agen cies as a more effective alternative to the cost and time associated with such alternate bids and solicitations.

(d) Sales Commitment . Supplier shall market the Master Agreement through 6XSSOLHU¶V VDOHV IRUFH RU GHDOHU QHWZRUN WKDW LV SURSHUO\ WUDLQHG engaged and committed to offering the 0DVWHU$JUHHPHQWDV6XSSOLHU¶VSULPDU\RIIHULQJWR3XEOLF$JHQFLHV6XSSOLHU¶VVDOHVIRUFHFRPSHQVDWLRQ and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies.

(i) Supplier Sales . Supplier shall be responsible for proactive sales of 6XSSOLHU¶V3URGXFWVDQG6HUYLFHVWR3XEOLF$JHQFLHVDQGWKHWLPHO\IROORZ -up to sales leads identified by U.S. Communities. Use of product catalogs, targeted a dvertising, direct mail, online marketing and other VDOHV LQLWLDWLYHV DUH HQFRXUDJHG $OO RI 6XSSOLHU¶V VDOHV PDWHULDOV WDUJHWHG WRZDUGV 3XEOLF $JHQFLHV VKDOO include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non -exclusive, revocable, non -transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreemen t, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using 6XSSOLHU¶VQDPHDQGORJRLQFRQQHFWLRQZLWKWKHDGYHUWLVLQJPDUNHWLQJ and promotion of the Master Ag reement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by WKH/HDG3XEOLF$JHQF\
LL
WKH0DVWHU$JUHHPHQWSURYLGHVWKH6XSSOLHU¶VEHVWRYHUDOOSULFLQJDQGYDOXHWR eligible agencies, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.

(ii) Branding and Logo Compliance . Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be subm itted to U.S. Communities for review and approval.

(iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train on a national, regional or local level and generally assist with the education of sales personnel.

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(iv) Participating Public Agency Access . Supplier shall e stablish the following communication links to facilitate customer access and communication:

(A) A dedicated U.S. Communities internet web -based homepage WKDWLVDFFHVVLEOHIURP6XSSOLHU¶VKRPHSDJHRUPDLQPHQXQDYLJDWLRQFRQWDLQLQJ

(1) U.S. Communities standard logo with Founding Co -
Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Mas ter Agreement including any
amendments;
(4) Summary of Products and Services pricing;
(5) (OHFWURQLF OLQN WR 86 &RPPXQLWLHV¶ RQOLQH
registration page; and
(6) Other promotional material as requested by U.S.

Communities.

(B) A dedica ted toll -free national hotline for inquiries regarding U.S. Communities.

(v) Electronic Registration. Supplier shall be responsibl e for ensuring that HDFK3XEOLF $JHQF\ KDVFRPSOHWHG86&RPPXQLWLHV¶RQOLQHUHJLVWUDWLRQSURFHVVSULRUWRSURFHVVLQJWKH 3XEOLF$JHQF\¶VILUVWVDOHVRUGHU

(vi) 6XSSOLHU¶V 3HUIRUPDQFH 5HYLHZ. Upon request by U.S. Communities, Supplier shall particip DWHLQDSHUIRUPDQFHUHYLHZ PHHWLQJ ZLWK86&RPPXQLWLHVWRHYDOXDWH6XSSOLHU¶V performance of the covenants set forth in this Agreement.

(vii) Supplier Content . Supplier may, from time to time, provide certain graphics, media, and other content to U .S. Communities (collectively " Supplier Content ") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non -exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicens e each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other material s or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party.

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II. U.S. COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION

The AgreemenWRXWOLQHVWKH6XSSOLHU¶VJHQHUDOGXWLHVDQGUHVSRQVLELOLWLHVLQLPSOHPHQWLQJWKH U.S.

Communities contract.

The Supplier is required to execute the U.S. Communities Administration Agreement unaltered (attached hereto as Exhibit 7) and submit with the suSSOLHU¶VSURSRVDOZLWKRXWH[FHSWLRQRU alteration. Failure to do so shall result in disqualification.

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III. SUPPLIER WORKSHEET FOR NATIONAL PROGRAM CONSIDERATION

Suppliers are required to meet specific qualification s for national program consideration. Please respond in the spaces provided after each qualification statement below:

A. Will pricing for all Products/Services offered be the most competitive pricing offered by your organization to Participating Public Agencies nationally? YES____ NO____

B. Does your company have the ability to provide products and services to any Participating Public Agency in all 50 states?
YES____ *NO____
(*If no, identify the states where you do not have the ability to provide products and services to Participating Public Agencies.)

C. Does your company have a national sales force, dealer network or distributor with the ability to call on Participating Public Agencies in at least 35 U.S. states? YES____ *NO____
(*If no, identify the states where you have the ability to call on Participating Public Agencies.)

D. Check which applies for your company sales last year in the United States:
_____ Sales between $0 and $25,000,000
_____ Sales between $25,000,001 and $50,000,000
_____ Sales between $50,000,001 and $100,000,000
_____ Sales greater than $100,000,001

E. Will your company assign a dedicated National Account Manager to support the resulting U.S.

Communities contract?
YES____ NO____

F. Does your company maintain records of your Participating Public $JHQFLHV¶ VDOHV WKDW \RX FDQ DQG will share with U.S. Communities to monitor program implementation progress? YES____ NO____

G. Will your company commit to the following implementation schedule? YES____ NO____

H. Will the U.S. Communities contract be your lead public offering to Participating Public Agencies? YES____ NO_____

_____________________________________________________________________________ Submitted by:
________________________________ ___________________________________ (Printed Name) (Signature)

________________________________ ___________________________________ (Title) (Date)
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IV. NEW SUPPLIER IMPLEMENTATION CHECKLIST

New Supplier Implementation Checklist
Target
Completion
After Award

1. First Conference Call One Week
Initial Kick Off Call to discuss expectations
Set Contract Launch Date & Outline Kick Off Plan
Establish initial contact people & roles/responsibilities Supplier Log-In Credentials established
Set Agency Webinar Dates

2. Executed Legal Documents One Week
U.S. Communities Admin Agreement
Lead Public Agency agreement signed

3. Program Contact Requirements One Week
Supplier contacts communicated to U.S. Communities Staff Dedicated email
Dedicated toll free number

4. Second Conference Call Two Weeks
Establish Sales Training Webinar Dates
Complete Supplier Set Up Form
Complete User Account and User ID Form
Identify Dates for Senior Management Meeting
Review Contract Commitments

5. Marketing Kick Off Call Two Weeks
Overview of Marketing Requirements
Establish Timeline for Marketing Deliverables
Set Weekly Marketing Call
Discuss Agency Webinar Slides & Set Timeframe for Deliverables

6. Initial NAM & Staff Training Meetings Three Weeks
Discuss expectations, roles & responsibilities
Introduce and review web-based tools
Reviewprocess&expectationsofLeadReferralcontactwithNAM& identified LRC

7. Senior Management Meeting Four Weeks
Implementation Process Progress Report
U.S. Communities & Vendor Organizational Overview
Supplier Manager to review & further discuss commitments

8. Review Top Joint Target Opportunities Five Weeks
Top 10 Local Contracts
Review top U.S. Communities PPA's

9. Web Development
Initiate E-Commerce Conversation Two Weeks
Product Upload to U.S. Communities site Five Weeks

10. Sales Training & Roll Out
Program Manager briefing - Coordinate with NAM Five Weeks Initial remote WebEx training for all sales - Coordinate with NAMThree Weeks Initiate contact with Advisory Board (AB) members Six Weeks Determine PM & Local Metro teams strategy sessions Six Weeks

11.Marketingʹseemarketingdeliverableschecklistasreviewedwith marketing contact Eight Weeks

12. Agency Webinars Post Launch

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V. SUPPLIER INFORMATION

Please respond to the following requests for information about your company:

National Commitments

1. Please provide a written narrative describing your understanding and acceptance of each of the Supplier Commitments (Corporate, Pricing, Economy and Sales) shown above in the Supplier Qualifications Section.

Company Overview

1. Provide the total number and location of sales persons employed by your company in the United States.

Example:

NUMBER OF SALES

REPRESENTATIVES CITY STATE
13 Phoenix AZ
6 San Francisco CA
10 Atlanta GA
12 Bois e ID
6 Lexington KY
5 New Orleans LA
3 Philadelphia PA
Etc. Etc.

Total: 366

2. Please provide a narrative of how these sales people would be used to market the contract to eligible agencies across the country. Please describe what you have in place today and your future plans, if you were awarded the contract.

3. Explain how your company will educate its sales force about the Master Agreement.

4. Provide the company annual sales for 2015, 2016 and 2017 in the United States; Sales reporting should be segmented into the following categories:

Segm ent 2015 Sales 2016 Sales 2017 Sales
Cities
Counties
K-12 (Pubic/Private)
Higher Education (Public/Private)
States
Other Public Sector and Nonprofits
Federal
Private Sector
Total Supplier Sales
SU PPLI E R ANNU AL SALE S I N TH E U NI TE D STATE F OR 2015, 2016, AND 2017

5. For the proposed products and services included in the scope of your response, provide annual sales for 2015, 2016 and 2017 in the United States. Sales reporting should be segmented into the following categories:

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6. 3URYLGHDOLVWRI\RXUFRPSDQ\¶VWHQODUJHVWSXEOLFDJHQF\FXVWRPHUVLQFOXGLQJFRQWDFWLQIRUPDWLRQ

7. Please list any existing regional and/or national cooperativHSXUFKDVLQJSURJUDPV3URYLGHWKHHQWLW\¶VQDPH V

contract scope, contract term (including contract options) and annual volume by year for each of the last three years.

Order Processing and Distribution

1. 'HVFULEH\RXUFRPSDQ\¶VQRUPDORUGHUSURFHVVLQJ procedure from point of customer contact through delivery and billing.

2. How do you help Public Agencies assess their needs and decide on a scope of work for a project?

3. In what formats do you accept orders (telephone, ecommerce, etc.)?

4. Please state if you use a single system or platform for all phases of ordering, processing, delivery and billing.

5. Please state your normal payment terms and any quick-pay incentives available to Participating Public Agencies.

6. State which forms of ordering allow the use of a procurement card and the accepted banking (credit card) affiliation.

7. Describe how your company proposes to distribute the Products and Services nationwide.

8. Identify all other companies that will be involved in processing, handling or shipping the P roducts and Services to the end user.

9. 3URYLGH WKH QXPEHU VL]H DQG ORFDWLRQ RI \RXU FRPSDQ\¶V GLVWULEXWLRQ IDFLOLWLHV ZDUHKRXVHV VXSSRUW FHQWHUV DQG retail network (if applicable).

10. Describe your ability to provide customized reports (i.e. commodity his tories, purchase histories by department, green spend, etc.) for each Participating Public Agency.

11. ,IDSSOLFDEOHGHVFULEH\RXUFRPSDQ\¶VDELOLW\WRGREXVLQHVVZLWKPDQXIDFWXUHUGHDOHUGLVWULEXWLRQRUJDQL]DWLRQV that are either small or MWBE businesses as defined by the Small Business Administration.

a. ,IDSSOLFDEOHGHVFULEHRWKHUZD\V\RXUFRPSDQ\FDQEHVHQVLWLYHWRD3DUWLFLSDWLQJ3XEOLF$JHQF\¶VGHVLUH to utilize local and/or MWBE companies, such as number of local employees and offices in a particula r geographic area, companies your firm is using that may be local (i.e. local delivery truck company), etc.

b. If applicable, provide details on any products or services being offered by your company where the manufacturer or service provider is either a small or MWBE business as defined by the Small Business Administration. Provide product/service name, company name and small/MWBE designation.

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Marketing and Sales

1. 3URYLGHDGHWDLOHGRXWOLQHRI\RXUFRPSDQ\¶VVDOHVDQGPDUNHWLQJSODQIRUPDUNHWLQJ\RXURI fering to eligible agencies nationwide.

2. Explain how your company will market and transition the Master Agreement into the primary offering to Participating Public Agencies. How will your organization differentiate the new agreement from existing contracts you may have today?

3. Please describe your sales goals if awarded the Master Agreement, including targeted dollar volume by year:

$_______.00 in year one
$_______.00 in year two
$_______.00 in year three

National Staffing Plan

1. Please identify the key personnel who will lead and support the implementation period of the contract outlined in the New Supplier Implementation Checklist, above, along with the amount of time to be devoted to implementation.

2. Identify the key personnel who are to be engaged in t his contract throughout the term of the contract, including each of the roles described below:

Role Description of Role Person Responsible and
Title
Time Commitment (%)
Executive Sponsor Responsible for the corporate
commitment. Works with
Supplier Manager.

National Account
Manager
Responsible for sales efforts
and training of sales people
across the country. Works
daily with Program Managers
and Supplier Manager.

Lead Referral
Manager
Responsible for distributing
leads generated through the
USC website.

Marketing Lead Responsible for all marketing
efforts. Works with USC
marketing regularly.

IT Lead Responsible for building USC
landing page for supplier.

Reporting Lead Responsible for providing
monthly reports to USC.

3. Provide an organizational chart of your company.

4. Submit a bio for each of the below personnel:
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a. The person your company proposes to serve as the National Accounts Manager;

b. Each person that will have primary responsibility for U.S. Communities account management; and

c. Key executive personnel that will be supporting the program.

Products, Services and Solutions

1. Provide a description of how your offering meets the requirements set forth in Secti on 2 of the RFP. The primary objective is for each Supplier to provide its complete offering so that Participating Public Agencies may purchase a range of products and services as appropriate for their needs.

2. Please describe any training and educational programs you offer. This may include the ability to provide on-site or online training and educational seminars or technical knowledge.

3. Please provide any consulting services included in your offering. Examples include inventory solutions, emergency preparedness programs and design services.

4. State your normal delivery time (in days) and any options for expediting delivery, if applicable.

5. Please state your backorder policy.

6. Please state restocking fees and procedures for returning products.

Environmental

1. 3URYLGHDEULHIGHVFULSWLRQRI\RXUFRPSDQ\¶VHQYLURQPHQWDOLQLWLDWLYHVLQFOXGLQJ\RXUFRPSDQ\¶VHQYLURQPHQWDO policies and/or strategies, your investments in being an environmentally preferable product leader, and any resources dedicated to your environmental strategy, including staff.

2. 'HVFULEH\RXUFRPSDQ\¶VSURFHVVIRUGHILQLQJYHULI\LQJDQGODEHOLQJJUHHQVXVWDLQDEOHSURGXFWVDQGVHUYLFHVLQ your offering. Explain how you help public agencies navigate toward the green products in your offeri ng through website filters, keyword searches, displaying eco-logos, etc.

3. 'HVFULEH\RXUFRPSDQ\¶VUHF\FOLQJVHUYLFHV Describe any buy back or take back options offered for products sold on this contract such as batteries, mercury-containing equipment, paint, chemicals, etc. 'HVFULEH\RXUFRPSDQ\¶V efforts to reduce or reuse packaging (or avoid difficult-to-recycle packaging such as polystyrene foam) and minimize the environmental footprint in the shipping process.

4. What percentage of your offering is environmentally preferable and what are your plans to improve this offering?

Financial Statements

1. Submit your latest Dun & Bradstreet report.

2. Please include an audited income statement and balance sheet from the most recent reporting period.

Additional Information

Please use this opportunity to describe any other offerings your organization can provide that you feel will give additional value and benefit to Participating Public Agencies.

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP

EXHIBIT 1

BIDSYNC REGISTRATION AND ELECTRONIC SUBMISSION REQUI REMENTS

BidSync.com Registration is FREE and REQUIRED for all
vendors.

Select Free Registration. Upon completion of your on-line registration, you are responsible for updating any changes to your information. Please retain your Login ID and Password for future use.

For assistance, please contact BidSync Vendor Support
Department via phone or email, during regular business hours: 1 - 800-990-9339 or ([email protected]).

BIDSYNC ELECTRONIC SUBMISSION INSTRUCTIONS
When submitting a response (proposal, quote or bid) electronically through BidSync, it is the sole responsibility of the supplier to ensure that the response is received by BidSync prior to the closing date and time. Each of the following steps in BidSync MUST be completed in order to place an offer:

A. Login to www.bidsync.com;
B. Locate the bid (solicitation) to which you are responding; D&OLFNWKH³6HDUFK´ tab on the top left of the page;
E(QWHUNH\ZRUGRUELG

VROLFLWDWLRQ
QXPEHUDQGFOLFN³6HDUFK´

&&OLFNRQWKH³%LGWLWOHGHVFULSWLRQ´WRRSHQWKH%LG

VROLFLWDWLRQ
,QIRUPDWLRQ3DJH

'³9LHZDQG$FFHSW´GRFXPHQWVLQWKHGRFXPHQWVHFWLRQ

(6HOHFW³3ODFH2IIHU´IRXQGDWWKHERWWRPRIWKHSDJH

F. Enter your pricing, notes, other required information, and upload attachments to this page; *&OLFN³6XEPLW´DWWKHERWWRPRIWKHSDJH

H. Review Offer(s); and
,(QWHU\RXUSDVVZRUGDQGFOLFN³&RQILUP´

1RWHWKDWWKHILQDOVWHSLQVXEPLWWLQJDUHVSRQVHLQYROYHVWKHVXSSOLHU¶VDFNQRZOHGJHPHQWWKDWWKHLQIRUPDWLRQDQG GRFXPHQWVHQWHUHGLQWRWKH%LG6\QFV\VWHPDUHDFFXUDWHDQGUHSUHVHQWWKHVXSSOLHU¶VDFWXDOSURSRVDOTXRWHRUELG This acknowledgement is reJLVWHUHGLQ%LG6\QFZKHQWKHVXSSOLHUFOLFNV³&RQILUP´%LG6\QFZLOOSRVWDQRWLFHWKDW the offer has been received. This notice from BidSync MUST be recorded prior to the closing date and time or the response will be considered late and will not be accept ed. Be aware that entering information and uploading documents into BidSync may take considerable time. Please allow sufficient time to complete the online forms and upload documents. Suppliers should not wait until the last minute to submit a response. It is recommended that %LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP

suppliers submit responses a minimum of 24 hours prior to the closing deadline. The deadline for submitting information and documents will end at the closing time indicated in the solicitation. All information and documents must be fully entered, uploaded, acknowledged (Confirm) and recorded into BidSync before the closing time or the system will stop the process and the response will be considered late and will not be accepted.

Responses submitted in BidSync are completely secure. No one (including County purchasing staff) can see responses until after the deadline. Suppliers may modify or change their response at any time prior to the closing deadline. However, all modifications or changes must be completed and acknowledged (Confirm) in the BidSync system prior to the deadline. BidSync will post a notice that the modification/change (new offer) has been received.

This notice from BidSync MUST be recorded prior to the closing date and time or the response will be considered late and wi ll not be accepted. If you have not been asked to enter your password and click Save to save your response, your offer has not been updated.

Please be aware that typing in your password acts as your electronic signature, which is just as legal and binding as an original signature. (See Electronic Signatures in Global and National Commerce Act for more information.)

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP

EXHIBIT 2

SAMPLE TRANSMITTAL LETTER

(To be typed on the letterhead of Offeror)

Maricopa County
Office of Procurement Services
320 West Lincoln Street
Phoenix, Arizona 85003-2494

Re: 180233-RFP, ORACLE PRODUCTS AND SERVICES

To Whom It May Concern:

(NAME OF COMPANY) (Herein referred to as the "RESPONDENT"), hereby submits its response to your Request for Proposal dated , and agrees to perform as proposed in their proposal, if awarded the contract. The Respondent shall thereupon be contractually obligated to carry out its responsibilities respecting the services proposed.

Kindly advise this in writing on or before if you should desire to accept this proposal.

Very truly yours,

_______________________________
NAME (please print)

_______________________________

SIGNATURE

_______________________________
TITLE (please print)

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EXHIBIT 3

OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY

1.0 All contract-related travel plans and arrangements shall be prior -approved by the County Contract Administrator.

2.0 Lodging, per diem and incidental expenses incurred in performance of Ma ricopa 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 QRWEHUHLPEXUVHG7KH\VKRXOGEHLQFOXGHGLQWKHFRQWUDFWRU¶VKRXUO\UDWHDVDQRYHUKHDG charge.

2.2 The Cou nty 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 co ntract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site.

3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel.

4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler . Multiple vehicles for the same set of travelers for the same travel period will not be perm itted without prior written approval by the County Contract Administrator.

4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this coverage.

4.2 Rental vehicles are restricted to sub -compact, compact or mid -size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE:
contractors shall obtain pre -approval in writing from the County Contract Administrator prior to rental of a larger vehicle.)

4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to se curing parking that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles, etc. that can transport the contractor to and from County buildings with minimal costs.

4.4 County will reimburse for the lowest rate, long -term uncovered (e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport.

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4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs.

5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-approved by the County Contract Administrator. These costs include (but not limited to) the following: in -room movies, va let service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non -County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized tr avel expenses will not be honored and are not reimbursable.

6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts.

7.0 Contractor shall provide, (upon request) with their invoice(s), copies o f receipts supporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts.

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 SERIAL 180233-RFP

EXHIBIT 4

DRAFT CONTRACT

SEE WORD FILE 180233-EXHIBIT 4 DRAFT CONTRACT

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EXHIBIT 5

INSURANCE CERTIFICATE EXAMPLE

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EXHIBIT 6

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT

This Master Intergovernmental &RRSHUDWLYH 3XUFKDVLQJ $JUHHPHQW ³$JUHHPHQW´
LV PDGH EHWZHHQ FHUWDLQ
JRYHUQPHQWDJHQFLHVWKDWH[HFXWHD/HDG3XEOLF$JHQF\&HUWLILFDWH FROOHFWLYHO\ ³/HDG3XEOLF$JHQFLHV´
WR
EH DSSHQGHG DQG PDGH D SDUW KHUHRI DQG RWKHU JRYHUQPHQW DJHQFLHV ³3DUWLFLSDWLQJ 3XEOLF $JHQFLHV´
WKDW
agree to the terms and conditions hereof through the U.S. Communities registration process and made a part hereof.

RECITALS

WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, in compliance with WKHLURZQSROLFLHVSURFHGXUHVUXOHVDQGUHJXODWLRQVDQXPEHURIVXSSOLHUV HDFKD³&RQWUDFW6XSSOLHU´
KDYH
entered into Master Agreements with Lead Public Agencies to provide a variety of goods, products and services based on national and internDWLRQDOYROXPHV
KHUHLQ³3URGXFWVDQG6HUYLFHV´

WHEREAS, Master Agreements are made available by Lead Public Agencies through U.S. Communities and provide that Participating Public Agencies may purchase Products and Services on the same terms, condition s and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the State of purchase;

WHEREAS, the parties desire to comply with the requirements and formalities of any intergovernmental cooperative act, if applicable, to the laws of the State of purchase;

WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost;

WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of necessary Products and Services;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties agree as follows:

1. That each party will facilitate the cooperative procurement of Products and Services.

2. That the procurement of Products and Services subject to this Agreement shall be conducted in accordance ZLWK DQG VXEMHFW WR WKH UHOHYDQW VWDWXWHV RUGLQDQFHV UXOHV DQG UHJXODWLRQV WKDW JRYHUQ HDFK SDUW\¶V procurement practices.

3. That the cooperative use of solicitations obtained by a party to this Agreement shall be in accordance with the terms and conditions of the solicitation, except as modification of those terms and conditions is otherwise allowed or required by applicable law.

4. That the Lead Public Agencies will make available, upon reasonable request and subject to convenience, information which may assist in improving the effectiveness, efficiency and economy of Participating Public $JHQFLHV¶SURFXUHPHQWRI3URGXFWVDQG6HUYLFHV

5. That the Participating Public Agency will make timely payments to the Contract Supplier for Products and Services received in accordance with the terms and conditions of the procurement. Payment, inspections and acceptance of Products and Services ordered by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency. Disputes between the Participating Public Agency and Contract Supplier are to be resolved in accord with the law and venue rules of the State of purchas e.

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6. The Participating Public Agency shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services.

7. The Participating Public Agency is solely responsible for ordering, accepting, and paying and any other action, inaction or decision regarding the Products and Services obtained under this Agreement. A Lead Public Agency shall not be liable in any manner for any action or inaction or decisions taken by a Participating Public Agency. The Part icipating Public Agency shall, to the extent permitted by applicable law, hold the Lead Public Agency harmless from any liability that may arise from action or inaction of the Participating Public Agency.

8. The exercise of any rights or remedies by the Part icipating Public Agency shall be the exclusive obligation of such Participating Public Agency.

9. This Agreement shall remain in effect until termination by a party giving thirty (30) days prior written notice to U.S. Communities at 2999 Oak Road, Suite 710, Walnut Creek, CA 94597.

10. This Agreement shall become effective after execution of the Lead Public Agency Certificate or Participating Public Agency registration, as applicable.
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EXHIBIT 7

ADMINISTRATION AGREEMENT
7KLV $'0,1,675$7,21 $*5((0(17
³ Agreement´
LV PDGH DV RI BBBBBBBBBBBBBBBB E\ DQG
EHWZHHQ 86 &20081,7,(6 *29(510(17 385&+$6,1* $//,$1&( ³ U.S. Communities ´
DQG
BBBBBBBBBBBBBBBBBBBBBBB
³Supplier´

RECITALS

WHEREAS,
³Lead Public Agency ´
KDV HQWHUHG LQWR D FHUWDLQ 0DVWHU $JUHHPHQW
dated as of even date herewith, referenced as Agreement No. _______, by and between Lead Public Agency and 6XSSOLHU
DV DPHQGHG IURP WLPH WR WLPH LQ DFFRUGDQFH ZLWK WKH WHUPV WKHUHRI WKH ³Master Agreement ´ IRU WKH
SXUFKDVHRIBBBBBBBBBBBBBBBBBBB
WKH³Products and Services´

WHEREAS, the Master Agreement provides that any state, county, city, special district, local government, school district, private K -12 school, technical or vocational school, higher education institution (including community colle ges, colleges and universities, both public and private), other government agency or nonprofit RUJDQL]DWLRQ
HDFKD³ Public Agency´DQGFROOHFWLYHO\³ Public Agencies´ PD\SXUFKDVH3URGXFWVDQG6HUYLFHVDW
the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the 3XEOLF$JHQF\EHFRPHVD³Participating Public Agency´

WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases under the Master Agreement to Participating Public Agencies;

WHEREAS, U.S. Communities serves in an administrative capacity for Lead Public Agency and other lead public agencies in connection with other master agreements offered by U.S. Communities;

WHEREAS, Lead Public Agency desires U.S. Commun ities to proceed with administration of the Master Agreement on the same basis as other master agreements;

:+(5($6 ³86 &RPPXQLWLHV *RYHUQPHQW 3XUFKDVLQJ $OOLDQFH´ LV D WUDGH QDPH OLFHQVHG E\ 86 Communities Purchasing & Finance Agency; and

WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, U.S.

Communities and Supplier hereby agree as follows:

ARTICLE I

GENERAL TERMS AND CONDITIONS

1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.

1.2 U.S. Communities shall be afforded all of the rights, privileges and indemnifications afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and DSSO\ ZLWK HTXDO HIIHFW WR 86 &RPPXQLWLHV XQGHU WKLV $JUHHPHQW LQFOXGLQJ ZLWKRXW OLPLWDWLRQ 6XSSOLHU¶V obligation to provide insurance and indemnifications to Lead Public Agency.

1.3 Supplier shall perform all du ties, responsibilities and obligations required under the Master Agreement.
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1.4 U.S. Communities shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges that U.S. Communities shall act in the capacity of administrator of purchases under the Master Agreement.

1.5 With respect to any purchases made by Lead Public Agency or any Participating Public Agency pursuant to the Master Agreement, U.S. Communities (a) shall not be construed as a dealer, re -marketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements of applicable law or ordinance, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum purchases required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement.

ARTICLE II

TERM OF AGREEMENT

2.1 This Agreement is effective as of ____________________ and shall terminate upon termination of the Master Agreement or any earlier termination in accordance with the terms of this Agreement, provided, however, that the obligation to pay all amounts owed by Supplier to U.S. Communities through the termination of this Agreement and all indemnifications afforded by Supplier to U.S. Communities shall survive the term of this Agreement.

ARTICLE III

REPRESENTATIONS AND COVENANTS

3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide benefits to the Lead Public Agency, Public Agencies and Supplier. The successful foundation of the relationship requires certain representations and covenants from both U.S. Communities and Supplier.

3.2 86&RPPXQLWLHV¶5HSUHVHQWDWLRQVDQG&RYHQDQWV.

(a) Marketing. U.S. Communities shall proactively market the Master Agreement to Public Agencies using resources such as a network of major sponsor s including the National League of Cities (NLC), National Association of Counties (NACo), United States Conference of Mayors (USCM), and the Association of 6FKRRO%XVLQHVV2IILFLDOV
$6%2

FROOHFWLYHO\WKH³ Founding Co-Sponsors´
DQGLQGLYLGXDOQDWLRQDO regional and
state-OHYHO VSRQVRUV ,Q DGGLWLRQ WKH 86 &RPPXQLWLHV VWDII VKDOO PDNH EHVW HIIRUWV WR HQKDQFH 6XSSOLHU¶V marketing efforts through meetings with Public Agencies, participation in key events and tradeshows and other marketing activity such as advertising, articles and promotional campaigns.

(b) Training and Knowledge Management Support . U.S. Communities shall provide support IRUWKHHGXFDWLRQWUDLQLQJDQGHQJDJHPHQWRI6XSSOLHU¶VVDOHVIRUFHDVSURYLGHGKHUHLQ7KURXJKLWVVWDII HDF h, a
³Program Manager´DQGFROOHFWLYHO\WKH³Program Managers´ 86&RPPXQLWLHVVKDOOZLWKVFKHGXOLQJDVVLVWDQFH
from Supplier, conduct training sessions and conduct calls jointly with Supplier to Public Agencies. U.S.

Communities shall also provide S XSSOLHUZLWKDFFHVVWR86&RPPXQLWLHV¶SULYDWHLQWUDQHWZHEVLWHZKLFKSURYLGHV SUHVHQWDWLRQV GRFXPHQWV DQG LQIRUPDWLRQ WR DVVLVW 6XSSOLHU¶V VDOHV IRUFH LQ HIIHFWLYHO\ SURPRWLQJ WKH 0DVWHU Agreement.

3.3 6XSSOLHU¶V5HSUHVHQWDWLRQVDQG&RYHQDQWV . Sup plier hereby represents and covenants as follows in order to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies (such %LG5)30DULFRSD&RXQW\

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UHSUHVHQWDWLRQV DQG FRYHQDQWV DUH VRPHWLPHV UHIHUUHG WR DV ³6XSSOLHU¶V &RPPLWPHQWV´ DQd are comprised of the Corporate Commitment, Pricing Commitment, Economy Commitment and Sales Commitment):

(a) Corporate Commitment.

(i) The pricing, terms and conditions of the Master Agreement shall, at all times, be 6XSSOLHU¶VSULPDU\FRQWUDFWX al offering of Products and Services to 3XEOLF $JHQFLHV $OORI6XSSOLHU¶VGLUHFWDQG LQGLUHFW PDUNHWLQJ DQG VDOHV HIIRUWV WR 3XEOLF $JHQFLHV VKDOO GHPRQVWUDWH WKDW WKH 0DVWHU $JUHHPHQW LV 6XSSOLHU¶V SULPDU\RIIHULQJDQGQRWMXVWRQHRI6XSSOLHU¶VFRQWUDFt options.

(ii) 6XSSOLHU¶V VDOHV IRUFH
LQFOXGLQJ LQVLGH GLUHFW DQGRU DXWKRUL]HG GHDOHUV distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies.

(iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement.

(iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement.

(v) Supplier shall ensure that the U.S. Communities program and the Master $JUHHPHQWDUHDFWLYHO\VXSSRUWHGE\6XSSOLHU¶VVHQLRUH[HFXWLYHPDQDJHPHQW

(vi) Supplier shall provide a national/senior management level representative with WKH DXWKRULW\ DQG UHVSRQVLELOLW\ WR HQVXUH WKDW WKH 6XSSOLHU¶V &RPPLWPHQWV DUH PDLQWDLQHG DW DOO WLPHV 6XSSOLHU shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S.

Communities concerning new Participating Public Agency registrations and for ensuring timely follow -up by 6XSSOLHU¶VVWDIIWRUHTXHVWVIRUFRQWDFWIURP3DUWLFLSDWLQJ3XEOLF$JHQFLHV6XSSOLHUVKDOODOVRSURYLGHWKHSHUVRQQHO necessary to implement and support a supplier-EDVHGLQWHUQHW ZHESDJHGHGLFDWHGWR6XSSOLHU¶V86&RPPXQLWLHV SURJUDPDQGOLQNHGWR86&RPPXQLWLHV¶ZHEVLWHDQGVKDOOLPSOHPHQWDQGVXSSRUWVXFKZHESDJH

(vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority.

(viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of WKH0DVWHU$JUHHPHQWXSRQWKHVWDWH¶VUHTXHVW5HJDUGOHVV of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state.

(b) Pricing Commitment.

(i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to 3XEOLF $JHQFLHV 6XSSOLHU¶V SULFLQJ VKDOO EH HYDOXDWHG RQ HLWKHU DQ RYHUDOO SURMHFW EDVLV RU WKH 3XEOLF $JHQF\¶V actual usage for more frequently purchased Products and Services.

(ii) Contracts Offering Lower Prices . If a pre -existing contract and/or a Public $JHQF\¶V XQLTXH EX\LQJ SDWWHUQ SURYLGH RQH RU PRUH 3XEOLF $JHQFLHV D ORZHU SULFH WKDQ WKDW RIIHUHG XQder the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned t RWKH0DVWHU$JUHHPHQW6XSSOLHUVKDOOGRVRDQGUHSRUWWKH3XEOLF$JHQF\¶VSXUFKDVHV made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. %HORZ DUH WKUHH H[DPSOHV RI 6XSSOLHU¶V REOLJDWLRQ WR PDWFKWKH SULFLQJ XQGHU 6XSSOLHU¶V FRQWUDFWV RIIHULQJ ORZHU prices.
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(B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower coop erative pricing under the Master Agreement and make it available to the ten cooperative members.

(C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other P ublic Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.

(iii) Deviating Buying Patterns . Occasionally U.S. C ommunities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the QRUPDO 3XEOLF $JHQF\ EX\LQJ SDWWHUQ DQG WHUPV DQG FRQGLWLRQV DQG FDXVHV 6XSSOLHU¶V SULFLQJ XQGHU WKH 0DVWHU Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end -user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies.

(iv) 6XSSOLHU¶V 2SWLRQV LQ 5HVSRQGLQJ WR D 7KLUG 3DUW\ 3URFXUHPHQW Solicitation. While it is the obje ctive of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitatio ns. The following options are available to Supplier when responding to a Public Agency solicitation:

(A) Supplier may opt not to respond to the procurement solicitation.

Supplier may make the Master Agreement available to the Public Agency as a compa rison to its solicitation responses.

(B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement.

(C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier wo uld not be required to extend the lower price to other Public Agencies.

(c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations.

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(d) Sales Commitment 6XSSOLHU VKDOO PDUNHW WKH 0DVWHU $JUHHPHQW WKURXJK 6XSSOLHU¶V sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as 6XSSOLHU¶VSULPDU\RIIHULQJWR3XEOLF$JHQFLHV6XSSOLHU¶VVDOHVIRUFHFRPSHQVDWLRQDQGLQFHQWLYHVVKDOOEHJUHDWHU than or equal to the compensation and incentives earned under other contracts to Public Agencies.

(i) Supplier Sales 6XSSOLHU VKDOO EH UHVSRQVLEOH IRU SURDFWLYH VDOHV RI 6XSSOLHU¶V Products and Services to Public Agencies and the timely follow -up to sales leads identified by U.S. Communities.

Use of product catalogs, targeted advertising, direct mail, online marketing and other sales initiatives are HQFRXUDJHG$OORI6XSSOLHU¶VVDOHVPDWHULDOVWDUJHWHGWRZDUGV3XEOLF$JHQFLHVVKDOOLQFOXGHWKH86&RPPXQLWLHV logo. U.S. Commu nities hereby grants to Supplier, during the term of this Agreement, a non -exclusive, revocable, non-transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpos e. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in th e use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using 6XSSOLHU¶V QDPH DQG ORJR LQ FRQQHFWLRQ ZLWK WKH DGYertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera -ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead 3XEOLF$JHQF\
LL
WKH0DVWHU$JUHHPHQWSURYLGHVWKH6XSSOLHU¶VEHVWRYHUDOOSULFLQJDQGYDOXHWRHOLJLEOHDJHQFLHV (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.

(ii) Branding and Logo Compliance . Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S.

Communities related marketing material must be submitted to U.S. Communities for review and approval.

(iii) Sales Force Training . Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities sha ll be available to train on a national, regional or local level and generally assist with the education of sales personnel.

(iv) Participating Public Agency Access . Supplier shall e stablish the following communication links to facilitate customer access and communication:

(A) A dedicated U.S. Communities internet web -based homepage that is DFFHVVLEOHIURP6XSSOLHU¶VKRPHSDJHRUPDLQPHQXQDYLJDWLRQFRQWDLQLQJ

(1) U.S. Communities standard logo with Founding Co-
Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any amendments;
(4) Summary of Products and Services pricing;
(5) (OHFWURQLFOLQNWR86&RPPXQLWLHV¶RQOLQHUHJLVWUDWLRQ page; and
(6) Other promotional material as requested by U.S.

Communities.

(B) A dedicated toll-free national hotline for inquiries regarding U.S.

Communities.

(v) Electronic Registration . Supplier shall be responsible for ensuring that each 3XEOLF $JHQF\ KDV FRPSOHWHG 86 &RPPXQLWLHV¶ RQOLQH UHJLVWUDWLRQ SURFHVV SULRU WR SURFHVVLQJ WKH 3XEOLF $JHQF\¶VILUVWVDOHVRUGHU

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(vi) SuppliHU¶V3HUIRUPDQFH5HYLHZ . Upon request by U.S. Communities, Supplier VKDOOSDUWLFLSDWHLQDSHUIRUPDQFHUHYLHZPHHWLQJZLWK86&RPPXQLWLHVWRHYDOXDWH6XSSOLHU¶VSHUIRUPDQFHRIWKH covenants set forth in this Agreement.

Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party

3.4 %UHDFKRI6XSSOLHU¶V5HSUHVHQWDWLRQVDQG&RYHQDQWV . The representations and covenants set forth in this Agreement are the foundation of the relationship between U.S. Communities and Supplier. If Supplier is found to be in violation of, or non-compliance with, one or more of the representations and covenants set forth in this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non - compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be GHHPHGDFDXVHIRULPPHGLDWHWHUPLQDWLRQRIWKH0DVWHU$JUHHPHQWDW/HDG3XEOLF$JHQF\¶VVROHGLVFUHWLRQRUWKLV $JUHHPHQWDW86&RPPXQLWLHV¶VROHGLVFUHWLRQ

3.5 Indemnity. Supplier hereby agree s to indemnify and defend U.S. Communities, and its parent companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, los ses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Supplier's representations, warranties, or covenants in this Agreement.

ARTICLE IV

PRICING AUDITS

4.1 6XSSOLHUVKDOODW6XSSOLHU¶VVROHH[SHQVHPDLQWDLQDQDFFRXQWLQJRIDOOSXUFKDVHVPDGHby Lead Public Agency and Participating Public Agencies under the Master Agreement. U.S. Communities and Lead Public Agency each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. U.S. Communities shall KDYHWKHDXWKRULW\WRFRQGXFWUDQGRPDXGLWVRI6XSSOLHU¶V pricing that is offered to Participating Public $JHQFLHV DW 86 &RPPXQLWLHV¶ VROH FRVW DQG H[SHQVH Notwithstanding the foregoing, in the event that U.S. Communities is made aware of any pricing being offered to three (3) or more Participating Public Agencies that is materially inconsistent with the pricing under the Master $JUHHPHQW86&RPPXQLWLHVVKDOOKDYHWKHDELOLW\WRFRQGXFWDUHDVRQDEOHDXGLWRI6XSSOLHU¶VSULFLQJDW6XSSOLHU¶V sole cost and expense during regular business hours upon reasonable notice. U.S. Communities may conduct the audit internally or may engage a third -party auditing firm on a non -contingent basis. Supplier shall solely be responsible for the cost of the audit. In the event of an audit, the requested materials shall be provided in the format and at the location where kept in the ordinary course of business by Supplier.

ARTICLE V

FEES & REPORTING

5.1 Administrative Fees. Supplier sha ll pay to U.S. Communities a monthly administrative fee based upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement, excluding taxes, in %LG5)30DULFRSD&RXQW\

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the amount of two percent (2%) of aggregate purchases made during each calend ar month (individually and FROOHFWLYHO\ ³Administrative Fees ´
6XSSOLHU¶V DQQXDO VDOHV VKDOO EH PHDVXUHG RQ D FDOHQGDU \HDU EDVLV $OO Administrative Fees shall be payable in U.S. Dollars and shall be made by wire to U.S. Communities, or its designee or trustee as may be directed in writing by U.S. Communities. Administrative Fees shall be due and payable within thirty (30) days of the end of each calendar month for purchases shipped and billed during such calendar month.

U.S. Communities agrees to pa y to Lead Public Agency five percent (5%) of all Administrative Fees received from 6XSSOLHU WR KHOS RIIVHW /HDG 3XEOLF $JHQF\¶V FRVWV LQFXUUHG LQ FRQQHFWLRQ ZLWK PDQDJLQJ WKH 0DVWHU $JUHHPHQW nationally.

5.2 Sales Reports. Within thirty (30) days of th e end of each calendar month, Supplier shall deliver to U.S. Communities an electronic accounting report, in the format prescribed by Exhibit B , attached hereto, VXPPDUL]LQJ DOO SXUFKDVHV PDGH XQGHU WKH 0DVWHU $JUHHPHQW GXULQJ VXFK FDOHQGDU PRQWK ³Sales Report´
$OO
purchases indicated in the Sales Report shall be denominated in U.S. Dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report.

Submitted reports shall be verified by U.S. Communities against its registration database. Any data that is inconsistent with the registration database shall be changed prior to processing. U.S. Communities reserves the right upon reasonable advance notice to Supplier to change the prescribed report format to accommodate the distribution of the Administrative Fees to its program sponsors and state associations.

5.3 Exception Reporting/Sales Reports Audits . U.S. Communities or its designee may, at its sole discretion, compare 6XSSOLHU¶V 6DOHV 5HSRUWV ZLWK 3DUWLFLSDWLQJ 3XEOLF $JHQF\ UHFRUGV RU RWKHU VDOHV DQDO\VLV performed by Participating Public Agencies, sponsors, advisory board members or U.S. Communities staff. If there is a material discrepancy between the Sales Report and such records or sales analysis as determined by U.S.

Communities, U.S. Communities shall notify Supplier in writing and Supplier shall have thirty (30) days from the GDWHRIVXFKQRWLFHWRUHVROYHWKHGLVFUHSDQF\WR86&RPPXQLWLHV¶UHDVRQDEOHVDWLVID ction. Upon resolution of the GLVFUHSDQF\ 6XSSOLHU VKDOO UHPLW SD\PHQW WR 86 &RPPXQLWLHV¶ WUXVWHH ZLWKLQ ILIWHHQ
FDOHQGDU GD\V $Q\
questions regarding an exception report should be directed to U.S. Communities in writing to reporting@uscommunitiHVRUJ ,I 6XSSOLHU GRHV QRW UHVROYH WKH GLVFUHSDQF\ WR 86 &RPPXQLWLHV¶ UHDVRQDEOH satisfaction within thirty (30) days, U.S. Communities shall have the right to engage outside services to conduct an LQGHSHQGHQWDXGLWRI6XSSOLHU¶VUHSRUWVSupplier shall solely be responsible for the cost of the audit.

5.4 Online Reporting . Within forty -five (45) days of the end of each calendar month, U.S. &RPPXQLWLHV VKDOO SURYLGH RQOLQH UHSRUWLQJ WR 6XSSOLHU FRQWDLQLQJ 6XSSOLHU¶V VDOHV UHSRUWLQJ IRU VXFK FDOHQGDU month. Supplier shall have access to various reports through the U.S. Communities intranet website. Such reports are useful in resolving reporting issues and enabling Supplier to better manage its Master Agreement.

5.5 Usage Reporting. Within thirty (30) days of the end of each contract year, Supplier shall deliver to U.S. Communities an electronic usage report of all sales under the Master Agreement, including:

(i) 6XSSOLHU¶V3URGXFW1XPEHU
(ii) Product Description
(iii) Manufacturer Name
(iv) Manufacturer Number
(v) Unit of Measure
(vi) U.S. Communities Price
(vii) Number of times ordered
(viii) Units sold
(ix) Sales by Manufacturer

5.6 6XSSOLHU¶V )DLOXUH WR 3URYLGH 5HSRUWV RU 3D\ $GPLQLVWUDWLYH )HHV. Failure to provide a Sales Report or pay Administrative Fees within the time and in the manner specified herein shall be regarded as a material breach under this Agreement and if not cured within thirty (30) days of written notice to Supplier, shall be deemed a cause for termination of the M DVWHU$JUHHPHQWDW /HDG3XEOLF $JHQF\¶VVROHGLVFUHWLRQRUWKLV $JUHHPHQWDW86 &RPPXQLWLHV¶VROHGLVFUHWLRQ$OO$GPLQLVWUDWLYH)HHV QRWSDLGZLWKLQWKLUW\
GD\V RIWKH end of the previous
calendar month shall bear interest at the rate of one and one-half percent (1.5%) per month until paid in full. %LG5)30DULFRSD&RXQW\

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ARTICLE VI

MISCELLANEOUS

6.1 Entire Agreement . This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof , and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding.

6.2 Assignment.

(a) Supplier. Neither this Agreement nor any rights or obligations hereunder shall be assignable by Supplier without prior written consent of U.S. Communities, and any assignment without such consent shall be void.

(b) U.S. Communities . This Agreement and any rights or obligations hereunder may be assigned by U.S. Communities iQ86&RPPXQLWLHV¶VROHGLVFUHWLRQWRDQH[LVWLQJRUQHZO\HVWDEOLVKHGOHJDOHQWLW\ WKDWKDVWKHDXWKRULW\DQGFDSDFLW\WRSHUIRUP86&RPPXQLWLHV¶REOLJDWLRQVKHUHXQGHU

6.3 Notices. All reports, notices or other communications given hereunder shall be delivered by first - class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses as set forth below.

U.S. Communities may, by written notice delivered to Supplier, designate any different address to which subsequen t reports, notices or other communications shall be sent.

U.S. Communities: U.S. Communities
9711 Washingtonian Blvd. Suite 100
Gaithersburg, MD 20878-7381
Attn: Program Manager Administration

Supplier: ________________________________
________________________________
________________________________
________________________________
Attn: U.S. Communities Program Manager

6.4 Severability. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.

6.5 Waiver. Any failure of a party to enforce, for any period of time, any of the provisions under this Agreement shall not be construed as a waiver of such provisions or of the right of said party thereafter to enforce each and every provision under this Agreement.

6.6 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

6.7 Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the parties hereto.

6.8 Governing Law; Arbitration . This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this dispute resolution clause, shall be determined by arbitration in Walnut Creek, California, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having ju risdiction. This clause shall not preclude parties from seeking provisional %LG5)30DULFRSD&RXQW\

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remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and arbitration costs fro m the other party. The arbitration award shall be final and binding. Each party commits that prior to commencement of arbitration proceedings, the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party with the authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and r elevant to the issues being mediated. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any JAMS emplo yees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissibl e or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the admini stration of the arbitration shall proceed. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending.

6.9 Successors and Assigns . This Agreement shall inure to the benefit of and shall be binding upon U.S. Communities, Supplier and any successor and assign thereto; subject, however, to the limitations contained herein.

[Remainder of Page Intentionally Left Blank ± Signatures Follow]

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IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and Supplier has caused this Agreement to be executed in its name, all as of the date first written above .

U.S. Communities:

U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE

By _______________________________

Name: Kevin Juhring

Title: President

Supplier:

_____________________________________

By _______________________________

Name: _______________________________

Title: _______________________________

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SALES REPORT FORMAT

Appendix B - US (Data Format)
TINSupplier IDAccount No.Agency NameDept NameAddress CityStateZipAgency TypeYearQtrMonthAmount95600073517889518997 CITY OF LA/MGMT EMPL SVCS Purchasing555 RAMIREZ ST STE 312 LOS ANGELES CA90012 202015311525.5095600022217834868035 LOS ANGELES COUNTYFacilities350 S FIGUEROA ST STE 700 LOS ANGELES CA90071 302015311603.6495600073517889496461 CITY OF LA/ENVIRON AFFAIR Purchasing555 RAMIREZ ST STE 312 LOS ANGELES CA90012 202015311625.0595600073517889374835 CITY OF LA/COMMUNITY DEV Purchasing555 RAMIREZ ST STE 312 LOS ANGELES CA90012 2020153145090.79066002010178328NA0001053 GROTON TOWN OF PUBLIC WORKS Water123 A St. GROTON CT06340 20201531318.00066001854178328NA0001051 GROTON CITY OF Administration123 A St. GROTON CT06340 20201531212.00 Column NameRequiredData TypeLength ExampleCommentTIN OptionalText 9 956000735No Dash, Do not omit leading zero.Supplier IDYesNumber3 111 See Supplier ID Table BelowAccount No.YesText 25 maxAgency NameYesText 255 maxDept NameOptionalText 255 maxAddressYesText 255 maxCity YesText 255 max Los AngelesMust be a valid City nameStateYesText 2 CAZip YesText 5 90071No Dash, Do not omit leading zero, Valid zip codeAgency TypeYesNumber2 30 See Agency Type Table BelowYearYesNumber4 2010Qtr YesNumber1 4MonthYesNumber2AmountYesNumbervariable 45090.79Two digit decimal point, no $ sign or commas Agency Type IDAgency Type Description10K-1211Community College12College and University20City21City Special District22Consolidated City/County30County31County Special District40Federal41Crown Corporations50Housing Authority80State Agency81Independent Special District82Non-Profit84Other Agency Type Table
Sales Report Template

SALES REPORT DATA FORMAT
Depends on supplier account no.Los Angeles CountyPurchasing Dept 12 %LG5)30DULFRSD&RXQW\

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EXHIBIT 8

STATE NOTICE ADDENDUM

Pursuant to certain state notice provisions the following public agencies and political subdivisions of the referenced public agencies are eligible to access the contract award made pursuant to this solicitation. Public agencies and political subdivisions are hereby given notice of the foregoing request for proposal for purposes of complying with the procedural requirements of said statutes:

Nationwide:

http://www.usa.gov/Agencies/Local_Government/Cities.shtml

Other states:

State of Oregon, State of Hawaii, State of Washington

AgencyName State
Malama Honua Public Charter School HI

ST JOHN THE BAPTIST HI
Waimanalo Elementary and
Intermediate School HI
Kailua High School HI

PACIFIC BUDDHIST ACADEMY HI

HAWAII TECHNOLOGY ACADEMY HI

CONGREGATION OF CHRISTIAN
BROTHERS OF HAWAII, INC. HI

MARYKNOLL SCHOOL HI

ISLAND SCHOOL HI
STATE OF HAWAII, DEPT. OF

EDUCATION HI
KE KULA O S. M. KAMAKAU HI

KAMEHAMEHA SCHOOLS HI
HANAHAU`OLI SCHOOL HI

KIHEI CHARTER SCHOOL HI

EMMANUAL LUTHERAN SCHOOL HI
School Lunch Program HI
Ewa Makai Middle School HI
Variety School of Hawaii HI
Our Savior Lutheran School HI
Maui Police Department HI

BOARD OF WATER SUPPLY HI

MAUI COUNTY COUNCIL HI
Kauai County Council HI
Honolulu Fire Department HI

COUNTY OF MAUI HI

DEPARTMENT OF EDUCATION HI
Lanai Community Health Center HI
Maui High Band Booster Club HI
Big Brothers Big Sisters HI
Tri-Isle Resource Conservation and
Development District HI
Manoa Heritage Center HI
Olanur HI
Kumulani Chapel HI
Chamber of Commerce Hawaii HI
Naalehu Assembly of God HI
outrigger canoe club HI
One Kalakaua HI
Native Hawaiian Hospitality
Association HI
Islands Hospice Inc HI
St. Theresa School HI
Hawaii Peace and Justice HI
Kauai Youth Basketball Association HI

NA HALE O MAUI HI

LEEWARD HABITAT FOR HUMANITY HI

WAIANAE COMMUNITY OUTREACH HI

NA LEI ALOHA FOUNDATION HI

HAWAII FAMILY LAW CLINIC DBA ALA

KUOLA HI

BUILDING INDUSTRY ASSOCIATION OF

HAWAII HI
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UNIVERSITY OF HAWAII FEDERAL

CREDIT UNION HI

LANAKILA REHABILITATION CENTER
INC. HI

POLYNESIAN CULTURAL CENTER HI

CTR FOR CULTURAL AND TECH

INTERCHNG BETW EAST AND WEST HI

BISHOP MUSEUM HI

ALOCHOLIC REHABILITATION SVS OF HI

INC DBA HINA MAUKA HI

ASSOSIATION OF OWNERS OF KUKUI

PLAZA HI

MAUI ECONOMIC DEVELOPMENT

BOARD HI
NETWORK ENTERPRISES, INC. HI

HONOLULU HABITAT FOR HUMANITY HI

ALOHACARE HI
ORI ANUENUE HALE, INC. HI
IUPAT, DISTRICT COUNCIL 50 HI

GOODWILL INDUSTRIES OF HAWAII,
INC. HI
HAROLD K.L. CASTLE FOUNDATION HI
MAUI ECONOMIC OPPORTUNITY, INC. HI
EAH, INC. HI

PARTNERS IN DEVELOPMENT

FOUNDATION HI

HABITAT FOR HUMANITY MAUI HI
W. M. KECK OBSERVATORY HI

HAWAII EMPLOYERS COUNCIL HI

HAWAII STATE FCU HI

MAUI COUNTY FCU HI

PUNAHOU SCHOOL HI

YMCA OF HONOLULU HI

EASTER SEALS HAWAII HI

AMERICAN LUNG ASSOCIATION HI
Pohaha I Ka Lani HI
Hawaii Area Committee HI
Tri-Isle RC&D HI
Lanai Federal Credit Union HI
Hawaii Bicycling League HI
Aloha United Way HI
Kipuka o Ke Ola HI

READ TO ME INTERNATIONAL

FOUNDATION HI

MAUI FAMILY YMCA HI

WAILUKU FEDERAL CREDIT UNION HI
ST. THERESA CHURCH HI

HALE MAHAOLU HI
West Maui Community Federal Credit
Union HI
Hawaii Island Humane Society HI
Western Pacific Fisheries Council HI
Kama'aina Care Inc HI
International Archaeological Research
Institute, Inc. HI
Community Empowerment Resources HI
Tutu and Me Traveling Preschool HI
First United Methodist Church HI
United Chinese Society HI
Haggai Institue HI
St. Francis Healthcare System HI
AOAO Royal Capitol Plaza HI
Kumpang Lanai HI
Child and Family Service HI
MARINE SURF WAIKIKI, INC. HI
Hawaii Health Connector HI
Hawaii Carpenters Market Recovery
Program Fund HI
Maui Aids Foundation Inc HI
Pukalani Baptist Church HI
Puu Heleakala Community Association HI
Saint Louis School HI
Kailua Racquet Club, Ltd. HI
Homewise Inc. HI
Hawaii Baptist Academy HI
Kroc Center Hawaii HI
Kupu HI
University of the Nations HI

ARGOSY UNIVERSITY HI

HAWAII PACIFIC UNIVERSITY HI

UNIVERSITY OF HAWAII AT MANOA HI

RESEARCH CORPORATION OF THE

UNIVERSITY OF HAWAII HI

BRIGHAM YOUNG UNIVERSITY -

HAWAII HI
Kauai Community College HI
University Clinical Research and
Association HI
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Hawaii Medical College HI

CHAMINADE UNIVERSITY OF

HONOLULU HI
Ricoh HI

ROMAN CATHOLIC CHURCH IN THE

STATE OF HAWAII HI
Hawaii Information Consortium HI
Leeward Community Church HI
E Malama In Keiki O Lanai HI
Keawala'i Congregational Church HI
Lanai Community Hospital HI
Angels at Play Preschool &
Kindergarten HI
Queen Emma Gardens AOAO HI

FAMILY SUPPORT SERVICES OF WEST

HAWAII HI
Tetrahedron Sourcing HI
Honolulu Community College HI

COLLEGE OF THE MARSHALL ISLANDS HI
DOT Airports Division Hilo International
Airport HI
Judiciary - State of Hawaii HI
ADMIN. SERVICES OFFICE HI

SOH- JUDICIARY CONTRACTS AND

PURCH HI

STATE DEPARTMENT OF DEFENSE HI

HAWAII CHILD SUPPORT

ENFORCEMENT AGENCY HI

HAWAII HEALTH SYSTEMS

CORPORATION HI

HAWAII AGRICULTURE RESEARCH

CENTER HI

STATE OF HAWAII HI
Third Judicial Circuit - State of Hawaii HI
State of Hawaii Department of
Transportation HI
Office of the Governor HI
State of Hawaii-Department of Health-
Disability & Communication Access HI
State of Hawaii Department of Human
Services HI

CITY AND COUNTY OF HONOLULU HI
Lanai Youth Center HI
Silver Dolphin Bistro HI
Commander, Navy Region Hawaii HI
US Navy HI
Defense Information System Agency HI
84th Engineer Battalion HI
Department of Veterans Affairs HI
Hawaii County HI
Honolulu County HI
Kauai County HI
Maui County HI
Kalawao County HI
Aiea HI
Anahola HI
Barbers Point N A S HI
Camp H M Smith HI
Captain Cook HI
Eleele HI
Ewa Beach HI
Fort Shafter HI
Haiku HI
Hakalau HI
Haleiwa HI
Hana HI
Hanalei HI
Hanamaulu HI
Hanapepe HI
Hauula HI
Hawaii National Park HI
Hawaiian Ocean View HI
Hawi HI
Hickam AFB HI
Hilo HI
Holualoa HI
Honaunau HI
Honokaa HI
Honolulu HI
Honomu HI
Hoolehua HI
Kaaawa HI
Kahuku HI
Kahului HI
Kailua HI
Kailua Kona HI
Kalaheo HI
Kalaupapa HI
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Kamuela HI
Kaneohe HI
Kapaa HI
Kapaau HI
Kapolei HI
Kaumakani HI
Kaunakakai HI
Kawela Bay HI
Keaau HI
Kealakekua HI
Kealia HI
Keauhou HI
Kekaha HI
Kihei HI
Kilauea HI
Koloa HI
Kualapuu HI
Kula HI
Kunia HI
Kurtistown HI
Lahaina HI
Laie HI
Lanai City HI
Laupahoehoe HI
Lawai HI
Lihue HI
M C B H Kaneohe Bay HI
Makawao HI
Makaweli HI
Maunaloa HI
Mililani HI
Mountain View HI
Naalehu HI
Ninole HI
Ocean View HI
Ookala HI
Paauhau HI
Paauilo HI
Pahala HI
Pahoa HI
Paia HI
Papaaloa HI
Papaikou HI
Pearl City HI
Pearl Harbor HI
Pepeekeo HI
Princeville HI
Pukalani HI
Puunene HI
Schofield Barracks HI
Tripler Army Medical Center HI
Volvano HI
Wahiawa HI
Waialua HI
Waianae HI
Waikoloa HI
Wailuku HI
Waimanalo HI
Waimea HI
Waipahu HI
Wake Island HI
Wheeler Army Airfield HI
Brigham Young University - Hawaii HI
Chaminade University of Honolulu HI
Hawaii Business College HI
Hawaii Pacific University HI
Hawaii Technology Institute HI
Heald College - Honolulu HI
Remington College - Honolulu Campus HI
University of Phoenix - Hawaii Campus HI
Hawaii Community College HI
Honolulu Community College HI
Kapiolani Community College HI
Kauai Community College HI
Leeward Community College HI
Maui Community College HI
University of Hawaii at Hilo HI
University of Hawaii at Manoa HI
Windward Community College HI
Canby School District No 86 OR
Central School District 13J (Polk
County, Oregon) OR
Milton-Freewater Unified School
District No 7 OR
Scappoose Adventist School OR

COLUMBIA CHRISTIAN SCHOOL OR
Ontario School District 8C OR
Trillium Charter School OR
%LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Echo School District OR
Warrenton Hammond School OR
Phoenix-Talent Schools OR
Immanuel Lutheran School OR
The Emerson School OR
Columbia Academy OR

VALLEY CATHOLIC SCHL OR

CROOK COUNTY SCHOOL DISTRICT OR
CORBETT SCHL DIST #39 OR
Trinity Lutheran Church and School OR
Bethel School District #52 OR

OREGON CITY PUBLIC SCHL OR
Ppmc Education Committee OR
Stayton Christian School OR
South Columbia Family School OR
Sunrise Preschool OR
St. Therese Parish/School OR
PINE-EAGLE SCHOOL DISTRICT 061 OR
Portland YouthBuilders OR
Wallowa County ESD OR
Fern Ridge School District 28J OR
Knova Learning OR
Jackson County School District No. 5 OR
New Horizon Christian School OR

MOLALLA RIVER ACADEMY OR

HIGH DESERT EDUCATION SERVICE

DISTRICT OR
St. Luke Catholic School OR

SOUTHWEST CHARTER SCHOOL OR

WHITEAKER MONTESSORI SCHOOL OR

CASCADES ACADEMY OF CENTRAL

OREGON OR
NEAH-KAH-NIE DISTRICT NO.56 OR

INTER MOUNTAIN ESD OR

STANFIELD SCHOOL DISTRICT OR

LA GRANDE SCHOOL DISTRICT OR

CASCADE SCHOOL DISTRICT OR
DUFUR SCHOOL DISTRICT NO.29 OR
hillsboro school district OR
GASTON SCHOOL DISTRICT 511J OR

BEAVERTON SCHOOL DISTRICT OR

COUNTY OF YAMHILL SCHOOL
DISTRICT 29 OR

WILLAMINA SCHOOL DISTRICT OR

MCMINNVILLE SCHOOL DISTRICT
NO.40 OR
Sheridan School District 48J OR

THE CATLIN GABEL SCHOOL OR

NORTH WASCO CTY SCHOOL DISTRICT
21 - CHENOWITH OR

CENTRAL CATHOLIC HIGH SCHOOL OR

CANYONVILLE CHRISTIAN ACADEMY OR

OUR LADY OF THE LAKE SCHOOL OR
NYSSA SCHOOL DISTRICT NO. 26 OR
ARLINGTON SCHOOL DISTRICT NO. 3 OR

LIVINGSTONE ADVENTIST ACADEMY OR
Santiam Canyon SD 129J OR

WEST HILLS COMMUNITY CHURCH OR

BANKS SCHOOL DISTRICT OR

WILLAMETTE EDUCATION SERVICE

DISTRICT OR
BAKER COUNTY SCHOOL DIST. 16J -

MALHEUR ESD OR

HARNEY EDUCATION SERVICE DISTRICT OR

GREATER ALBANY PUBLIC SCHOOL

DISTRICT OR
LAKE OSWEGO SCHOOL DISTRICT 7J OR

SOUTHERN OREGON EDUCATION

SERVICE DISTRICT OR

SILVER FALLS SCHOOL DISTRICT OR
St Helens School District OR
DAYTON SCHOOL DISTRICT NO.8 OR
Amity School District 4-J OR
SCAPPOOSE SCHOOL DISTRICT 1J OR

REEDSPORT SCHOOL DISTRICT OR

FOREST GROVE SCHOOL DISTRICT OR

DAVID DOUGLAS SCHOOL DISTRICT OR
LOWELL SCHOOL DISTRICT NO.71 OR

TIGARD-TUALATIN SCHOOL DISTRICT OR
SHERWOOD SCHOOL DISTRICT 88J OR

RAINIER SCHOOL DISTRICT OR

NORTH CLACKAMAS SCHOOL DISTRICT OR
MONROE SCHOOL DISTRICT NO.1J OR

CHILDPEACE MONTESSORI OR

HEAD START OF LANE COUNTY OR
HARNEY COUNTY SCHOOL DIST. NO.3 OR

NESTUCCA VALLEY SCHOOL DISTRICT
NO.101 OR
%LG5)30DULFRSD&RXQW\

30 S
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

ARCHBISHOP FRANCIS NORBERT

BLANCHET SCHOOL OR
LEBANON COMMUNITY SCHOOLS NO.9 OR
MT.SCOTT LEARNING CENTERS OR

SEVEN PEAKS SCHOOL OR

DE LA SALLE N CATHOLIC HS OR

MULTISENSORY LEARNING ACADEMY OR

MITCH CHARTER SCHOOL OR

REALMS CHARTER SCHOOL OR
BAKER SCHOOL DISTRICT 5-J OR

PHILOMATH SCHOOL DISTRICT OR

CLACKAMAS EDUCATION SERVICE

DISTRICT OR

CANBY SCHOOL DISTRICT OR

OREGON TRAIL SCHOOL DISTRICT
NO.46 OR

WEST LINN WILSONVILLE SCHOOL

DISTRICT OR

MOLALLA RIVER SCHOOL DISTRICT
NO.35 OR
ESTACADA SCHOOL DISTRICT NO.108 OR

GLADSTONE SCHOOL DISTRICT OR
ASTORIA SCHOOL DISTRICT 1C OR
SEASIDE SCHOOL DISTRICT 10 OR

NORTHWEST REGIONAL EDUCATION

SERVICE DISTRICT OR
VERNONIA SCHOOL DISTRICT 47J OR

SOUTH COAST EDUCATION SERVICE

DISTRICT OR
COOS BAY SCHOOL DISTRICT NO.9 OR

COOS BAY SCHOOL DISTRICT OR
NORTH BEND SCHOOL DISTRICT 13 OR
COQUILLE SCHOOL DISTRICT 8 OR

MYRTLE POINT SCHOOL DISTRICT
NO.41 OR

BANDON SCHOOL DISTRICT OR

BROOKING HARBOR SCHOOL DISTRICT
NO.17-C OR

REDMOND SCHOOL DISTRICT OR
DESCHUTES COUNTY SD NO.6 - SISTERS
SD OR

DOUGLAS EDUCATION SERVICE

DISTRICT OR

ROSEBURG PUBLIC SCHOOLS OR
GLIDE SCHOOL DISTRICT NO.12 OR

SOUTH UMPQUA SCHOOL DISTRICT
#19 OR
YONCALLA SCHOOL DISTRICT NO.32 OR
ELKTON SCHOOL DISTRICT NO.34 OR

DOUGLAS COUNTY SCHOOL DISTRICT
116 OR

HOOD RIVER COUNTY SCHOOL

DISTRICT OR

PHOENIX-TALENT SCHOOL DISTRICT
NO.4 OR
CENTRAL POINT SCHOOL DISTRICT NO.
6 OR
JACKSON CO SCHOOL DIST NO.9 OR
ROGUE RIVER SCHOOL DISTRICT NO.35 OR
MEDFORD SCHOOL DISTRICT 549C OR
CULVER SCHOOL DISTRICT NO. OR

JEFFERSON COUNTY SCHOOL DISTRICT
509-J OR
GRANTS PASS SCHOOL DISTRICT 7 OR

LOST RIVER JR/SR HIGH SCHOOL OR

KLAMATH FALLS CITY SCHOOLS OR
LANE COUNTY SCHOOL DISTRICT 4J OR
SPRINGFIELD SCHOOL DISTRICT NO.19 OR

CRESWELL SCHOOL DISTRICT OR
SOUTH LANE SCHOOL DISTRICT 45J3 OR
LANE COUNTY SCHOOL DISTRICT 69 OR

SIUSLAW SCHOOL DISTRICT OR
SWEET HOME SCHOOL DISTRICT NO.55 OR
LINN CO. SCHOOL DIST. 95C - SCIO SD OR

ONTARIO MIDDLE SCHOOL OR
GERVAIS SCHOOL DIST. #1 OR
NORTH SANTIAM SCHOOL DISTRICT 29J OR

JEFFERSON SCHOOL DISTRICT OR

SALEM-KEIZER PUBLIC SCHOOLS OR
MT. ANGEL SCHOOL DISTRICT NO.91 OR

MARION COUNTY SCHOOL DISTRICT
103 - WASHINGTON ES OR

MORROW COUNTY SCHOOL DISTRICT OR

MULTNOMAH EDUCATION SERVICE

DISTRICT OR

GRESHAM-BARLOW SCHOOL DISTRICT OR
DALLAS SCHOOL DISTRICT NO. 2 OR
CENTRAL SCHOOL DISTRICT 13J OR
St. Mary Catholic School OR
%LG5)30DULFRSD&RXQW\

30 S
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

CROSSROADS CHRISTIAN SCHOOL OR
ST. ANTHONY SCHOOL OR
Pedee School OR

HERITAGE CHRISTIAN SCHOOL OR

BEND-LA PINE SCHOOL DISTRICT OR

GLENDALE SCHOOL DISTRICT OR

LINCOLN COUNTY SCHOOL DISTRICT OR

PORTLAND PUBLIC SCHOOLS OR

REYNOLDS SCHOOL DISTRICT OR

CENTENNIAL SCHOOL DISTRICT OR

NOBEL LEARNING COMMUNITIES OR
St. Stephen's Academy OR
McMinnville Adventist Christian School OR
Salem-Keizer 24J OR
McKay High School OR
Pine Eagle Charter School OR
Bend-La Pine Schools OR
Waldo Middle School OR
OAKLAND SCHOOL DISTRICT 001 OR
hermiston school district OR
Clear Creek Middle School OR
Marist High School OR
Victory Academy OR
Vale School District No. 84 OR
St. Mary School OR
Junction City High School OR
Three Rivers School District OR
Fern Ridge School District OR

JESUIT HIGH SCHL EXEC OFC OR

LASALLE HIGH SCHOOL OR
Southwest Christian School OR
Willamette Christian School OR
Westside Christian High School OR

CS LEWIS ACADEMY OR
Portland America School OR
Forest Hills Lutheran School OR
Mosier Community School OR
Koreducators Lep High OR
Warrenton Hammond School District OR
Sutherlin School District OR
Malheur Elementary School District OR
Ontario School District OR
Parkrose School District 3 OR
Riverdale School District 51J OR
Tillamook School District OR
Madeleine School OR
Union School District OR
Helix School District OR
Riddle School District OR
Helix School Dist #1 R OR
Prospect School District OR
Ashbrook Independent School OR
Molalla River School District OR
Corvallis School District 509J OR
Falls City School District #57 OR
Portland Christian Schools OR

LUCKIAMUTE VALLEY CHARTER

SCHOOLS OR
Insight School of Oregon Painted Hills OR
Deer Creek Elementary School OR
Yamhill Carlton School District OR
COLTON SCHL DIST 53 OR

ASHLAND PUBLIC SCHLS OR

HARRISBURG SCHL DIST OR
CENTRAL CURRY SCHL DIST#1 OR

BNAI BRITH CAMP OR

OREGON FOOD BANK OR

HOSANNA CHRISTIAN SCHL OR

ABIQUA SCHL OR
Auxiliary services OR
Salem keizar school district OR
Scio High School OR
Athena Weston School District 29RJ OR
Butte Falls School District OR
Bend International School OR
Imbler School District #11 OR
monument school OR
PENDLETON SCHOOL DISTRICT #16R OR
Ohara Catholic School OR
MARCOLA SCHOOL DISTRICT 079J OR

LINN-BENTON-LINCOLN ESD OR
Reynolds High School OR
St. Paul School District OR
Sabin-Schellenberg Technical Center OR
St Paul Parish School OR
Joseph School District OR
EagleRidge High School OR
Grant Community School OR
%LG5)30DULFRSD&RXQW\

30 S
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Oak Hill School OR
Hope chinese charter OR
Northwest Academy OR
Sunny Wolf Charter School OR
MCKENZIE SCHOOL DISTRICT 068 OR
L'Etoiile French Immersion School OR
LA GRANDE SCHOOL DISTRICT 001 OR
FOSSIL SCHOOL DISTRICT 21J OR
Marist Catholic High School OR
Springfield Public Schools OR
Elgin school dist. OR
French American International School OR
PLEASANT HILL SCH DIST #1 OR
Ukiah School District 80R OR
Lake Oswego Montessori School OR
North Powder Charter School OR
Siletz Valley School OR

WINSTON-DILLARD SCHOOL DISTRICT
116 OR

ALLIANCE CHARTER ACADEMY OR
French American School OR
Mastery Learning Institute OR
North Lake School District 14 OR
Early College High School OR
Klamath County Fire District No. 1 OR
Washington County Consolidated
Communications Agency OR

GILLIAM COUNTY OREGON OR

UMATILLA COUNTY, OREGON OR

LANE ELECTRIC COOPERATIVE OR

DOUGLAS ELECTRIC COOPERATIVE,
INC. OR

MULTNOMAH LAW LIBRARY OR
clackamas county OR

CLATSOP COUNTY OR

COLUMBIA COUNTY, OREGON OR
coos county OR

CROOK COUNTY ROAD DEPARTMENT OR

CURRY COUNTY OREGON OR

DESCHUTES COUNTY OR

GILLIAM COUNTY OR

GRANT COUNTY, OREGON OR

HARNEY COUNTY SHERIFFS OFFICE OR

HOOD RIVER COUNTY OR
jackson county OR
josephine county OR
klamath county OR

LANE COUNTY OR

LINN COUNTY OR

MARION COUNTY , SALEM, OREGON OR

MULTNOMAH COUNTY OR

SHERMAN COUNTY OR

WASCO COUNTY OR

YAMHILL COUNTY OR

WALLOWA COUNTY OR

ASSOCIATION OF OREGON COUNTIES OR

NAMI LANE COUNTY OR

BENTON COUNTY OR

DOUGLAS COUNTY OR

JEFFERSON COUNTY OR

LAKE COUNTY OR

LINCOLN COUNTY OR

POLK COUNTY OR

UNION COUNTY OR

WASHINGTON COUNTY OR

MORROW COUNTY OR
Mckenzie Personnel Services OR
Washington County Facilities & Park
Services OR
Multnomah County Department of
Community Justice OR
NORCOR Juvenile Detention OR
Tillamook County Estuary OR
Job Council OR

BAKER CNTY GOVT OR

TILLAMOOK CNTY OR

CLACKAMS COUNTY COMMUNITY

CORRECTIONS OR
Multnomah County Dept of County
Assets OR
Wheeler County OR
Clackamas County Service District #
1/Tri-City Service District OR
Resource Connections of Oregon OR
Lane County Sheriff's Office OR
Clatsop County Sheriff's Office OR
Harney County Community Corrections OR
Grant County Economic Developement OR
%LG5)30DULFRSD&RXQW\

30 S
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Baker County OR
Josephine County Public Works OR
Clackamas County Juvenile Dept OR
Columbia Basin Care Facility OR
Clackamas County Disaster
Management OR
City of Seaside Police Department OR
Best Care Treatment Center OR
Boys & Girls Clubs of Emerald Valley OR
MSB OR
Church of Christ OR

GWPMS OR
Operation Christmas OR
Dove Medical OR
Literary Expectations dba Moore
Academy OR
Love Thy Neighbor services OR
Tamarack Aquatic Center OR
Seven Feathers Casino OR
Direction Service, Inc. OR
Oliver P Lent PTA OR
Kairos OR
Willamette Valley Rehab Center OR
St Paul Baptist Church OR
Long Tom Watershed Council OR
San Martin Deporres Catholic Church OR
Portland Parks Foundation OR
Sweet Home United Methodist Church OR
Math Learning Center, The OR
Maranatha Church OR
Cedar Hills Baptist Church OR
Good Samaritan Ministries OR
New Hope Christain College OR
Unitarian Universalist Church in
Eugene OR
Emmanuel Bible Church OR
Portland Community Media OR
La Pine Chamber of Commerce OR
Stone Creek Christian Church OR
Rogue Valley Youth Football OR
Bend Elks Lodge 1371 OR
Friendly House, Inc. OR
Klamath Siskiyou Wildlands Center OR
Grace Christian Fellowship OR
Reliance eHealth Collaborative OR
Wild Rogue Youth Foundation, Inc. OR
Grants Pass Seventh-day Adventist
Church OR
Corvallis Waldorf School OR
Farmworkers Housing Development
Corporation OR
World Forestry Center OR
Adapt OR
Kid Time OR
Oregon Farm Bureau OR
Mt Emily Safe Center OR
Salem First Presbyterian Church OR
Rolling Hills Baptist Church OR
Baker Elks OR
Gates Community Church of Christ OR
PIP Corps LLC OR
Turtle Ridge Wildlife Center OR
Grande Ronde Model Watershed
Foundation OR
Western Environmental Law Center OR
Oregon District 7 Little League OR
Mercy Flights, Inc. OR
Metropolitan Contractor Improvement
Partnership OR
The Christian Church of Hillsboro
Oregonb OR
Congregation Neveh Shalom OR
My Fathers House OR
Step Forward Activities Inc OR
HHoly Trinity Greek Orthodox
Cathedral OR
MECOP Inc. OR
Workforce Northwest Inc OR
Lane Arts Council OR
Building Healthy Family OR
Intergral Youth Services OR
Children Center At Trinity OR

OUR SAVIOR'S LUTHERAN CHURCH OR
Beaverton Christians Church OR
Oregon Humanities OR
St. Pius X School OR
Community Connection of Northeast
Oregon, Inc. OR
%LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

St Mark Presbyterian Church OR
Living Opportunities, Inc. OR
Coos Art Museum OR

OETC OR
Blanchet House of Hospitality OR
Garten Services Inc OR
Incite Incorporated OR
Merchants Exchange of Portland,
Oregon OR
Coalition for a Livable Future OR
West Salem United Methodist OR
Rogue River Watershed Council OR
Central Oregon Visitors Association OR
Soroptimist International of Gold
Beach, OR OR
Real Life Christian Church OR
Milwaukie-Portland Lodge No.142
Benevolent and Protective Order of Elk OR
Mainstage Theatre Company OR
Dayton Christian Church OR
Delphian School OR

AVON OR
EPUD-Emerald People's Utility District OR
Human Solutions, Inc. OR
The Wallace Medical Concern OR
Boys & Girls Club of Salem, Marion &
Polk Counties OR
The Ross Ragland Theater and Cultural
Center OR
Girl Scouts of Oregon and SW
Washington, Inc. OR
Cedar Sinai Park-Robison Jewish
Healthcare OR
Cascade Health Solutions OR
Umpqua Community Health Center OR

ALZHEIMERS NETWORK OF OREGON OR

NATIONAL WILD TURKEY FEDERATION OR

TILLAMOOK ESTUARIES PARTNERSHIP OR

LIFEWORKS NW OR
Independent Development Enterprise
Alliance OR

MID-WILLAMETTE VALLEY

COMMUNITY ACTION AGENCY, INC OR
HALFWAY HOUSE SERVICES, INC. OR

REDMOND PROFICIENCY ACADEMY OR

OHSU FOUNDATION OR

SHELTERCARE OR

PRINGLE CREEK SUSTAINABLE LIVING

CENTER OR

PACIFIC INSTITUTES FOR RESEARCH OR
Mental Health for Children, Inc. OR
The Dreaming Zebra Foundation OR

LAUREL HILL CENTER OR

THE OREGON COMMUNITY

FOUNDATION OR

OCHIN OR

WE CARE OREGON OR

SE WORKS OR

ENTERPRISE FOR EMPLOYMENT AND

EDUCATION OR

OMNIMEDIX INSTITUTE OR

PORTLAND BUSINESS ALLIANCE OR

GATEWAY TO COLLEGE NATIONAL

NETWORK OR

FOUNDATIONS FOR A BETTER OREGON OR

GOAL ONE COALITION OR

ATHENA LIBRARY FRIENDS

ASSOCIATION OR
Coastal Family Health Center OR

CENTER FOR COMMUNITY CHANGE OR

STAND FOR CHILDREN OR
ST. VINCENT DEPAUL OF LANE COUNTY OR

EAST SIDE FOURSQUARE CHURCH OR

CORVALLIS MOUNTAIN RESCUE UNIT OR
InventSuccess OR

SHERIDAN JAPANESE SCHOOL

FOUNDATION OR
The Blosser Center for Dyslexia
Resources OR

MOSAIC CHURCH OR

HOUSING AUTHORITY OF LINCOLN

COUNTY OR

RENEWABLE NORTHWEST PROJECT OR

INTERNATIONAL SUSTAINABLE

DEVELOPMENT FOUNDATION OR

CONSERVATION BIOLOGY INSTITUTE OR

THE NATIONAL ASSOCIATION OF
CREDIT MANAGEMENT-OREGON, INC. OR
%LG5)30DULFRSD&RXQW\

30 S
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

BLACHLY LANE ELECTRIC COOPERATIVE OR

MORNING STAR MISSIONARY BAPTIST

CHURCH OR

NORTHWEST FOOD PROCESSORS

ASSOCIATION OR

INDEPENDENT INSURANCE AGENTS

AND BROKERS OF OREGON OR

OREGON EDUCATION ASSOCIATION OR

HEARING AND SPEECH INSTITUTE INC OR

SALEM ELECTRIC OR

MORRISON CHILD AND FAMILY

SERVICES OR

JUNIOR ACHIEVEMENT OR

CENTRAL BIBLE CHURCH OR

MID COLUMBIA MEDICAL CENTER-

GREAT 'N SMALL OR
TRILLIUM FAMILY SERVICES, INC. OR

YWCA SALEM OR

PORTLAND ART MUSEUM OR

SAINT JAMES CATHOLIC CHURCH OR

SOUTHERN OREGON HUMANE

SOCIETY OR

VOLUNTEERS OF AMERICA OREGON OR

CENTRAL DOUGLAS COUNTY FAMILY

YMCA OR

METROPOLITAN FAMILY SERVICE OR

OREGON MUSUEM OF SCIENCE AND

INDUSTRY OR

FIRST UNITARIAN CHURCH OR
ST. ANTHONY CHURCH OR
Good Shepherd Medical Center OR
Salem Academy OR

GEN CONF OF SDA CHURCH WESTERN
OR OR

PORTLAND ADVENTIST ACADEMY OR

ST VINCENT DE PAUL OR

OUTSIDE IN OR

UNITED CEREBRAL PALSY OF OR AND

SW WA OR
WILLAMETTE VIEW INC. OR
PORTLAND HABILITATION CENTER, INC. OR

OREGON STATE UNIVERSITY ALUMNI

ASSOCIATION OR
ROSE VILLA, INC. OR

NORTHWEST LINE JOINT

APPRENTICESHIP & TRAINING

COMMITTEE OR

BOYS AND GIRLS CLUBS OF PORTLAND

METROPOLITAN AREA OR

ROGUE FEDERAL CREDIT UNION OR
Oregon Research Institute OR

WILLAMETTE LUTHERAN HOMES, INC OR

LANE MEMORIAL BLOOD BANK OR

PORTLAND JEWISH ACADEMY OR

LANECO FEDERAL CREDIT UNION OR

GRANT PARK CHURCH OR
ST. MARYS OF MEDFORD, INC. OR

US CONFERENCE OF MENONNITE

BRETHREN CHURCHES OR

FAITHFUL SAVIOR MINISTRIES OR

OREGON CITY CHURCH OF THE

NAZARENE OR

OREGON COAST COMMUNITY ACTION OR

EDUCATION NORTHWEST OR
COMMUNITY ACTION TEAM, INC. OR

EUGENE SYMPHONY ASSOCIATION,
INC. OR
STAR OF HOPE ACTIVITY CENTER INC. OR

SPARC ENTERPRISES OR

SOUTHERN OREGON CHILD AND
FAMILY COUNCIL, INC. OR

SALEM ALLIANCE CHURCH OR
Lane Council of Governments OR

FORD FAMILY FOUNDATION OR

TRAILS CLUB OR

NEWBERG FRIENDS CHURCH OR

WOODBURN AREA CHAMBER OF

COMMERCE OR

CONTEMPORARY CRAFTS MUSEUM

AND GALLERY OR

CITY BIBLE CHURCH OR

OREGON LIONS SIGHT & HEARING

FOUNDATION OR

PORTLAND WOMENS CRISIS LINE OR

THE SALVATION ARMY - CASCADE

DIVISION OR

WILLAMETTE FAMILY OR

WHITE BIRD CLINIC OR
%LG5)30DULFRSD&RXQW\

30 S
DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

GOODWILL INDUSTRIES OF LANE AND

SOUTH COAST COUNTIES OR

PLANNED PARENTHOOD OF

SOUTHWESTERN OREGON OR

HOUSING NORTHWEST OR

OREGON ENVIRONMENTAL COUNCIL OR
MEALS ON WHEELS PEOPLE, INC. OR

FAITH CENTER OR

OREGON CHILD DEVELOPMENT

COALITION OR
Bob Belloni Ranch, Inc. OR

GOOD SHEPHERD COMMUNITIES OR

SACRED HEART CATHOLIC DAUGHTERS OR
HELP NOW! ADVOCACY CENTER OR

TENAS ILLAHEE CHILDCARE CENTER OR

SUNRISE ENTERPRISES OR

LOOKING GLASS YOUTH AND FAMILY

SERVICES OR

SERENITY LANE OR

EAST HILL CHURCH OR

LA GRANDE UNITED METHODIST

CHURCH OR

COAST REHABILITATION SERVICES OR
Edwards Center Inc OR

ALVORD-TAYLOR INDEPENDENT LIVING

SERVICES OR

NEW HOPE COMMUNITY CHURCH OR

KLAMATH HOUSING AUTHORITY OR

QUADRIPLEGICS UNITED AGAINST
DEPENDENCY, INC. OR
SPONSORS, INC. OR

COLUMBIA COMMUNITY MENTAL

HEALTH OR

ADDICTIONS RECOVERY CENTER, INC OR

METRO HOME SAFETY REPAIR

PROGRAM OR

OREGON SUPPORTED LIVING

PROGRAM OR
SOUTH COAST HOSPICE, INC. OR

ALLFOURONE/CRESTVIEW
CONFERENCE CTR. OR
The International School OR

REBUILDING TOGETHER - PORTLAND
INC. OR

PENDLETON ACADEMIES OR

PACIFIC FISHERY MANAGEMENT

COUNCIL OR
DOGS FOR THE DEAF, INC. OR

PUBLIC DEFENDER SERVICES OF LANE
COUNTY, INC. OR

EMMAUS CHRISTIAN SCHOOL OR

DELIGHT VALLEY CHURCH OF CHRIST OR

SAINT CATHERINE OF SIENA CHURCH OR

PORT CITY DEVELOPMENT CENTER OR

VIRGINIA GARCIA MEMORIAL HEALTH

CENTER OR

CENTRAL CITY CONCERN OR

CANBY FOURSQUARE CHURCH OR

EMERALD PUD OR

VERMONT HILLS FAMILY LIFE CENTER OR

BENTON HOSPICE SERVICE OR

INTERNATIONAL SOCIETY FOR

TECHNOLOGY IN EDUCATION OR

COMMUNITY CANCER CENTER OR

OPEN MEADOW ALTERNATIVE
SCHOOLS, INC. OR

CASCADIA BEHAVIORAL HEALTHCARE OR

WILD SALMON CENTER OR
BROAD BASE PROGRAMS INC. OR

SUNNYSIDE FOURSQUARE CHURCH OR

TRAINING EMPLOYMENT

CONSORTIUM OR

RELEVANT LIFE CHURCH OR
211INFO OR

SONRISE CHURCH OR

LIVING WAY FELLOWSHIP OR
Women's Safety & Resource Center OR

SEXUAL ASSAULT RESOURCE CENTER OR

IRCO OR

NORTHWEST YOUTH CORPS OR

TILLAMOOK CNTY WOMENS CRISIS

CENTER OR

SECURITY FIRST CHILD DEVELOPMENT

CENTER OR

CLASSROOM LAW PROJECT OR
YOUTH GUIDANCE ASSOC. OR

PREGNANCY RESOUCE CENTERS OF

GRETER PORTLAND OR
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

ELMIRA CHURCH OF CHRIST OR

JASPER MOUNTAIN OR

ACUMENTRA HEALTH OR

WORKSYSTEMS INC OR

COVENANT CHRISTIAN HOOD RIVER OR

OREGON DONOR PROGRAM OR

NAMI OREGON OR

OLIVET BAPTIST CHURCH OR

SILVERTON AREA COMMUNITY AID OR

CONFEDERATED TRIBES OF GRAND

RONDE OR

NEIGHBORIMPACT OR

CATHOLIC COMMUNITY SERVICES OR

NEW AVENUES FOR YOUTH INC OR

LA CLINICA DEL CARINO FAMILY

HEALTH CARE CENTER OR

DECISION SCIENCE RESEARCH
INSTITUTE, INC. OR

WESTERN STATES CENTER OR

HIV ALLIANCE, INC OR

PARTNERSHIPS IN COMMUNITY
LIVING, INC. OR

FANCONI ANEMIA RESEARCH FUND
INC. OR

BLIND ENTERPRISES OF OREGON OR

OREGON BALLET THEATRE OR

SMART OR
All God's Children International OR

FARMWORKER HOUISNG DEV CORP OR

UMPQUA COMMUNITY DEVELOPMENT

CORPORATION OR

REGIONAL ARTS AND CULTURE

COUNCIL OR

THE EARLY EDUCATION PROGRAM,
INC. OR

MACDONALD CENTER OR

EVERGREEN AVIATION MUSEUM AND
CAP. MICHAEL KING. OR
SELF ENHANCEMENT INC. OR

FRIENDS OF THE CHILDREN OR

SOUTH LANE FAMILY NURSERY DBA

FAMILY RELIEF NURSE OR

COMMUNITY VETERINARY CENTER OR

PORTLAND SCHOOLS FOUNDATION OR

SUSTAINABLE NORTHWEST OR

OREGON DEATH WITH DIGNITY OR
BIRCH COMMUNITY SERVICES, INC. OR
BAY AREA FIRST STEP, INC. OR

OSLC COMMUNITY PROGRAMS OR
EN AVANT, INC. OR

ASHLAND COMMUNITY HOSPITAL OR

NORTHWEST ENERGY EFFICIENCY

ALLIANCE OR

BONNEVILLE ENVIRONMENTAL

FOUNDATION OR

SUMMIT VIEW COVENANT CHURCH OR
SALMON-SAFE INC. OR

BETHEL CHURCH OF GOD OR

PROVIDENCE HOOD RIVER MEMORIAL

HOSPITAL OR

SAINT ANDREW NATIVITY SCHOOL OR

BARLOW YOUTH FOOTBALL OR

SPOTLIGHT THEATRE OF PLEASANT

HILL OR

FAMILIES FIRST OF GRANT COUNTY,
INC. OR

TOUCHSTONE PARENT ORGANIZATION OR

CANCER CARE RESOURCES OR

CASCADIA REGION GREEN BUILDING

COUNCIL OR

SHERMAN DEVELOPMENT LEAGUE,
INC. OR

SCIENCEWORKS OR

WORD OF LIFE COMMUNITY CHURCH OR

SOCIAL VENTURE PARTNERS

PORTLAND OR

OREGON PROGRESS FORUM OR

CENTER FOR RESEARCH TO PRACTICE OR

WESTERN RIVERS CONSERVANCY OR

UNITED WAY OF THE COLUMBIA

WILLAMETTE OR

EUGENE BALLET COMPANY OR

EAST WEST MINISTRIES

INTERNATIONAL OR

SISKIYOU INITIATIVE OR

EDUCATIONAL POLICY IMPROVEMENT

CENTER OR
North Pacific District of Foursquare
Churches OR
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

CATHOLIC CHARITIES OR

FIRST CHURCH OF THE NAZARENE OR

WESTSIDE BAPTIST CHURCH OR
Housing Development Center OR
Hoodview Christian Church OR
Child Evangelism Fellowship OR
Little Promises Chlildren's Program OR

UNION GOSPEL MISSION OR

GRACE BAPTIST CHURCH OR

COMMUNITY ACTION ORGANIZATION OR

OUTSIDE IN OR

MAKING MEMORIES BREAST CANCER
FOUNDATION, INC. OR

ELAW OR

COMMUNITY HEALTH CENTER, INC OR
Greater Portland INC OR
Eugene Builders Exchange OR
Boys & Girls Club of Corvallis OR
Southeast Uplift Neighborhood
Coalition OR
First United Presbyterian Church OR
PDX Wildlife OR
Friends of the Opera House OR
Jackson-Josephine 4-C Council OR
North Coast Family Fellowship OR

P E C I OR
Childswork Learning Center OR
Portland Schools Alliance OR
New Artists Performing Arts
Productions, Inc. OR
Relief Nursery OR
St. Mary's Episcopal Church OR
Viking Sal Senior Center OR
Boys and Girls Club of the rogue valley OR
Lincoln City Chamber of Commerce OR
DrupalCon Inc., DBA Drupal Association OR
Albany Partnership for Housing and
Community Development OR

SEED OF FAITH MINISTRIES OR
Hermiston Christian Center & School OR

SALEM FREE CLINICS OR
Dress for Success Oregon OR
Beaverton Rock Creek Foursquare
Church OR
St Paul Catholic Church OR
St Mary's Catholic School and Parish OR
Polk Soil and Water Conservation
District OR
Street Ministry OR
La Grande Church of the Nazarene OR
Spruce Villa, Inc. OR

OREGON SCHOOL BOARDS

ASSOCIATION OR
House of Prayer for All Nations OR
Sacred Heart Catholic Church OR
African American Health Coaliton, Inc. OR
Happy Canyon Company OR
Village Home Education Resource
Center OR
Monet's Children's Circle OR
Cascade Housing Association OR
Dayspring Fellowship OR
Northwest Habitat Institute OR
Winding Waters Medical Clinic OR
Sacred Heart-St Louis Parish OR
First Baptist Church OR
The Nature Conservancy, Willamette
Valley Field Office OR
Serenity Lane Health Services OR
Portland Community Reinvestment
Initiatives, Inc. OR
Christians As Family Adovates OR
GeerCrest Farm & Historical Society OR
College United Methodist Church OR
The Collins Foundation OR
Prince of Peace Lutheran Church &
School OR

NEDCO OR
Salem Evangelical Church OR
Wild Lilac Child Development
Community OR
Daystar Education, Inc. OR
Oregon Social Learning Center OR
Pain Society of Oregon OR
environmental law alliance worldwide OR
Eugene Country Club OR
Community in Action OR
Willamette Valley Baptist Church OR
%LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Curry County Habitat for Humanity OR
Northwood Christian Church OR
Tuality Healthcare OR
Safe Harbors OR

FIRST CHRISTIAN CHURCH OR
Pacific Classical Ballet OR
Depaul Industries OR
African American Health Coalition OR
Jesus Prayer Book OR
Coalition Of Community Health OR
River Network OR
CCI Enterprises Inc OR
Oregon Nurses Association OR

GOODWILL INDUSTRIES OF THE

COLUMBIA WILLAMETTE OR
Mount Angel Abbey OR

YMCA OF ASHLAND OR

YMCA OF COLUMBIA-WILLAMETTE

ASSOCIATION SERVICES OR
Multnomah Law Library OR
Friends Of Tryon Creek State P OR
Ontrack Inc. OR
Calvin Presbyterian Church OR

HOLT INTL CHILD OR
St John The Baptist Catholic OR
Portland Foursquare Church OR
Portland Christian Center OR
Church Extension Plan OR
Occu Afghanistan Relief Effort OR

EUGENE FAMILY YMCA OR
Christ The King Parish and School OR
Newberg Christian Church OR
First United Methodist Church OR
Zion Lutheran Church OR
Southwest Bible Church OR
Community Works Inc OR
Masonic Lodge Pearl 66 OR
Molalla Nazarene Church OR
Transition Projects, Inc OR
St Michaels Episcopal Church OR
Saint Johns Catholich Church OR
Community Learning Center OR
Old Mill Center for Children and
Families OR
Sunny Oaks Inc OR
Hospice Center Bend La Pine OR
Westside Foursquare Church OR
Relief Nursery Inc OR
Morning Star Community Church OR

MULTNOMAH DEFENDERS INC OR
Providence Health System OR
Holy Trinity Catholic Church OR
Holy Redeemer Catholic Church OR
Alliance Bible Church OR

CARE OREGON OR
Mid Columbia Childrens Council OR

HUMANE SOCIETY OF REDMOND OR
Our Redeemer Lutheran Church OR
Kbps Public Radio OR
Skyball Salem Keizer Youth Bas OR
Open Technology Center OR
Grace Chapel OR
CHILDREN'S MUSEUM 2ND OR
Solid Rock OR
West Chehalem Friends Church OR
Guide Dogs For The Blind OR
Aldersgate Camps and Retreats OR
St. Katherine's Catholic Church OR
The Alliance NW of the Christian &
Missionary Alliance OR
Bags of Love OR
Grand View Baptist Church OR
Green Electronics Council OR
Scottish Rite OR
Western Wood Products Association OR
Grace Baptist Church of St. Helens, Lil
Learners Preschool OR

THE NEXT DOOR OR

NATIONAL PSORIASIS FOUNDATION OR

NEW BEGINNINGS CHRISTIAN CENTER OR

HIGHLAND UNITED CHURCH OF CHRIST OR

OREGON REPERTORY SINGERS OR

HIGHLAND HAVEN OR

FAIR SHARE RESEARCH AND

EDUCATION FUND OR
Oregon Satsang Society, Inc., A
chartered Affiliate of ECKANKAR , ECKA OR
First Baptist Church of Enterprise OR
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

The Canby Center OR

REDMOND FIRE & RESCUE OR
Instituto de Cultura y Arte In Xochitl In
Cuicatl OR
McKenzie Personnel Systems OR

OSLC COMMUNITY PROGRAMS OCP OR
Oregon Nikkei Endowment OR
Grace Community Church OR
Eastern Oregon Alcoholism Foundation OR
Grantmakers for Education OR
The Spiral Gallery OR
The ALS Association Oregon and SW
Washington Chapter OR
Children's Relief Nursery OR
Home Builders OR
New Life Baptist Church OR
Feral Cat Awareness Team OR
Florence United Methodist Church OR
World of Speed OR
SW Community Health Center OR
Energy Trust of Oregon OR
St. Vincent de Paul Church OR
Fr. Bernard Youth Center OR
Oregon Psychoanalytic Center OR
Store to Door OR
Oregon Translational Research and
Development Insitute OR
Depaul Industries OR

OUR LADY OF PERPETUAL HELP

CATHOLIC CHURCH ALBANY OREGON OR
SELCO Community Credit Union OR
Prairie Baptist Church OR
North Coast Christian Church OR
Union County Economic Development
Corp. OR
Camelto Theatre Company OR
Camp Fire Columbia OR

TAKE III OUTREACH OR
Rolling Hills Community Church OR
Eugene Swim and Tennis Club OR
Summa Institute OR
Amani Center OR
Billy Webb Elks lodge #1050 OR
Silverton Senior Center OR
First Evangelical Presbyterian Church of
Oregon City OR
Joyful Servant Lutheran Church OR
Sandy Seventh-day Adventist Church OR
Muddy Creek Charter School OR

A FAMILY FOR EVERY CHILD OR

PORT OF CASCADE LOCKS OR
1000 FRIENDS OF OREGON OR

OREGON PEDIATRIC SOCIETY OR

NONPROFIT ASSOCIATION OF OREGON OR

LUKE DORF INC OR

FAMILY CARE INC OR

MEDICAL TEAMS INTL OR
Clean Slate Canine Rescue &
Rehabilitation OR
St. Martins Episcopal church OR
Tower Theatre Foundation, Inc OR
Food for Lane County OR
Clatsop Behavioral Healthcare OR
West Coast Haunters Convention OR
columbia gorge discovery center and
museum OR
NAMI of Washington County OR
American Legion Aloha Post 104 OR
The Dalles Art Association OR
Temple Beth Israel OR
Willamette Leadership
Academy/Pioneer Youth Corps Of
Oregon OR
Rose Haven OR
Dallas Church OR

OREGON STATE UNIVERSITY

BOOKSTORE INC OR

NORTH WILLAMETTE VALLEY HABITAT

FOR HUMANITY OR

FAIRFIELD BAPTIST CHURCH OR
Sexual Assault Support Services OR
Neskowin Valley School OR

RON WILSON CENTER FOR EFFECTIVE

LIVING INC OR
St. Joseph Shelter OR
The Inn Home for Boys, Inc.9138 OR

MCKENZIEWATERSHED COUNCIL OR
Opportunity Connections OR
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

MENNONITE HOME OF ALBANY INC OR
Oregon Technical Assistance
Corporation OR
Oregon And Southern Idaho Laborers
Employers Training School OR
New Life Fellowship Church of God OR
Gladstone Senior Center OR
Education Travel & Culture, Inc. OR
Rural Development Initiatives OR
Jason Lee Manor/UMRC OR
Jesus Pursuit Church OR
YMCA of Marion and Polk Counties OR
Urban Gleaners OR
PacificSource Health OR
Faith Christian Fellowship OR
Brookings Elks Lodge OR
Tualatin Lacrosse Club OR
Tillamook Seventh Day Adventist
Church OR
Oregon Jewish Community Foundation OR
East River Fellowship OR
Holy Family Academy OR

FIRST BAPTIST CHURCH OF EUGENE OR

PORTLAND METRO RESIDENTIAL

SERVICES OR
Peace Lutheran Church OR
Living Word Christian Center OR
Housing Authority of Douglas County OR
Vietnamese Christian Community
Church OR
Forest Park Conservancy OR
Friends for Animals OR
Family Building Blocks OR
Greenleaf Industries OR
Ananda Center at Laurelwood OR
Goodwill Industries of Lane and South
Coast OR
RB Pamplin Corportaion OR
Agia Sophia Academy OR
Friends of Driftwood Library OR
Consumers Power Inc. OR
A. C. Gilbert's Discovery Village OR
First Lutheran Church of Astoria OR
Fund For Christian Charity OR
Deer Meadow Assisted Living OR
Oregon Laborers-Employer
Administrative Fund, LLC OR
Umpqua Basin Water Association OR
Alpha Lambda House Corporation OR
St John Fisher Catholic Church Portland
Oregon OR
Eugene Creative Care OR
VFW POST 4248 OR
The Church of Christ of Latter Day
Saints OR
Cascade Height Public Charter School
PTA OR
G.O.B.H.I OR
Association of Oregon Corrections
EMployees, Inc. OR
A Jesus Church Family OR
300 Main Inc OR
Southwestern Oregon Public Defender
Services, Inc. OR
Albertina Kerr Centers OR
Dufur Christian Church OR
St. Matthew Catholic School OR
Serendipity Center Inc OR
Yellowhawk Tribal Health OR
CASA of Marion County OR
Oregoinans for Food & Shelter OR
Westside Church of Christ Inc OR
Northwest Family Services OR
Network Charter School OR
Ride Connecton OR
Parenting Now! OR
Christian Church of Woodburn OR
Verde OR
Native American Youth and Family
Center Early College Academy OR
USO Northwest OR
Norkenzie Christian Church OR
Little Flower Development Center OR
TLO Farms OR
Evergreen Wings and Waves OR
Ascension Episcopal Parish OR
Center for Family Development OR
West Salem Foursquare Church OR
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Good Samaritan Ministry OR
Grace Lutheran Church of Molalla OR
Trinity Lutheran OR

HOPE LUTHERAN CHURCH OR
Mount Pisgah Arboretum OR
Redeemer Lutheran Church OR
Disjecta Contemporary Art Center OR
Korean Central Covenant Church of
Eugene OR
Yankton Baptist Church OR
BioGift Anatomical OR
Lower Columbia Estuary Partnership OR
Fur Footed Rescue, Inc. OR
Mt Hood Hospice OR
Opportunity Foundation of central
Oregon OR
Constructing Hope OR
Sprinkfield Elks #2145 OR
Abuse Recovery Ministry & Services OR
Oasis Shelter Home OR

ST HENRYS CHURCH OR
Nehalem Bay House OR

UNITED METHODIST CHURCH OR
p:ear OR
Health Share of Oregon OR
St. Peter Catholic Church OR
Mid Willamette Valley Community
Action OR
A Hope For Autism Foundation OR
NW Sport Fishing OR
Breast Friends OR
ScienceWorks Museum OR
Willamette Neighborhood Housing
Services OR
South Salem High Music Boosters OR
SEPTL Southeast Portland Tool Library OR
Kids Unllimited Academy OR
Cappella Romana OR
National Christian Community
Foundation OR
Legal Aid Services of Oregon LITC OR
The Sunriver Owners Association OR
Willamette Valley Babe Ruth OR
Center For Continuous Improvement OR
Northwest Center for Alternatives to
Pesticides OR
Junction City/Harrisburg/Monroe
Habitat for Humanity OR
The Followers of Christ Church of
Oregon City OR
SEIU Local 49 OR
Emerald Media Group OR
West Hills Christian School OR
Trillium Sprigs OR
Smith Memorial Presbyterian Church OR
Western Arts Alliance OR
Youth Dynamics OR
Ashland Art Center OR
Apostolic Church of Jesus Christ OR

DOUGLAS FOREST PROTECTIVE OR
Echo Theater Company OR
Corvallis Caring Place OR
Oregon Lyme Disease Network OR
Ecotrust OR

SPECIAL MOBILITY SERVICES OR
Bethlehem Christian Pre-School OR
Historical Outreach Foundation OR
Teras Interventions and Counseling Inc OR
Brooklyn Primary PTO OR
Mountain View Academy OR
Salem Area Chamber of Commerce OR
First Congregational Chrch OR

OREGON STATE FAIR OR
Tri-County Chamber of Commerce Inc OR
Ronald McDonald House Charities of
Oregon & Southwest Washington OR
Center for Human Development OR
God's Storehouse Pantry OR
Clackamas River Trout Unlimited OR
SafeHaven Humane Society OR
Rainier Assembly of God OR
Tilikum Center for Retreats and
Outdoor Ministries OR
Washington Park Transportation
Management Association OR
Travel Lane County OR
Hinson Baptist Church OR
Alvord Taylor OR
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

EUGENE CHRISTIAN FELLOWSHIP OR
Bridges to Change OR
Risen Records OR
DePaul Treatment Centers, Inc. OR
Ministerio International Casa OR
New Paradise Worship Center OR
Mission Increase Foundation OR
Curry Public Transit Inc OR

THREE RIVERS CASINO OR
Brookings Harbor Christian School OR
Local 290 OR
Hope Church of The Assemblies of God
Albany Oregon OR
Sherwood Community Friends Church OR
Bethesda Lutheran Church OR
Legacy Mt. Hood Medical Center OR
Adelante Mujeres OR
Yamhill Community Care Organization OR
Trinity United Methodist Church OR
Portland Japanese Garden OR
Ike Box Cafe OR
The Madeleine Parish OR
The Tucker-Maxon Oral School OR
Southwest Neighborhoods, Inc OR
Wallowa Valley Center For Wellness OR

KIDS INTERVENTION AND DIAGNOSTIC

CENTER OR
Joy Church Eugene OR
Portland Yacht Club OR
League of Women Voters OR
Oregon & Southern Idaho District
Council of Laborers' OR
Portland Police Sunshine Division OR
Curry Health Network OR
United Way of Lane County OR
The Lighthouse School OR
Olive Plaza OR
Rogue Valley Humane Society OR
Willamette Carpenters Training Center,
Inc OR
Great Portland Bible OR
College Possible OR
Unithed Way OR
Community Energy Project OR
Bridgeport Community Chapel OR
Oswego Lake Country Club OR
Urban League of Portland OR
La Grande Foursquare Church OR
Portland Oregon Visitors Association OR
Barter Union International OR
Southern Oregon Project Hope OR
Our United Villages OR
Sunset Presbyterian Church OR
Youth M.O.V.E. Oregon OR
Samaritan Health Services Inc. OR
St. Mary's Church OR
Santiam Assembly of God OR

CASCADES WEST FINANCIAL SERVICES
IN OR
Kilchis House OR
Calvary Assembly of God OR
Lake Grove Presbyterian Church OR
Grace Lutheran School OR
Western Mennonite School OR

OEA CHOICE TRUST OR
American Tinnitus Association OR
Oregon Coast Aquarium, Inc. OR

HOPE POINT CHURCH OR
Unitus Community Credit Union OR
St John the Baptist Greek Orthodox
Church OR
Parkinson's Resources of Oregon OR
Oregon Independent Automobile
Dealers Association OR

COLUMBIA PACIFIC ECONOMIC

DEVELOPMENT DISTRICT OF OREGON OR
St. Elizabeth Ann Seton Church OR
St Andrews Presbyterian OR
Oregon Rural Electric Cooperative
Association OR

THE MILL CASINO OR
Gateway Prebyterian Church OR
Oregon Jewish Museum and Center for
Holoacust Education OR
Northwest Opening OR
Oregon State University OR
Treasure Valley Community College OR
Institute of Technology OR
%LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Unviersity of Oregon OR

OREGON UNIVERSITY SYSTEM OR
University of Western States OR

GEORGE FOX UNIVERSITY OR

LEWIS AND CLARK COLLEGE OR

PACIFIC UNIVERSITY OR

REED COLLEGE OR

WILLAMETTE UNIVERSITY OR

LINFIELD COLLEGE OR

MULTNOMAH BIBLE COLLEGE OR

NORTHWEST CHRISTIAN COLLEGE OR

NATIONAL COLLEGE OF NATURAL

MEDICINE OR

BLUE MOUNTAIN COMMUNITY

COLLEGE OR
PORTLAND STATE UNIV. OR

CLACKAMAS COMMUNITY COLLEGE OR

MARYLHURST UNIVERSITY OR

OREGON HEALTH AND SCIENCE

UNIVERSITY OR

BIRTHINGWAY COLLEGE OF

MIDWIFERY OR
pacific u OR

UNIVERSITY OF OREGON OR

CONCORDIA UNIV OR
Marylhurst University OR
Corban College OR

NORTH MARION SCHL DIST OR
University of Oregon - Purchasing and
Contracting Services OR
Oregon Center For Advanced T OR

UNIVERSITY OF PORTLAND OR
OSU Deschutes County Extension
Service OR
Portland Actors Conservatory OR
University Of Oregon Athletics
Department OR
Ecola Bible School OR
Tokyo Int'l University of America, Inc OR

WARNERPACIFIC COLG OR
Beta Omega Alumnae OR
Oregon Institute of Technology OR

SOUTHERN OREGON UNIVERSITY OR

EASTERN OREGON UNIVERSITY OR
Wilco Farmers OR
Harvest Church OR
Sociecty of American Foresters OR
Clackamas River Water Providers OR
eickhoff dev co inc OR
Cornerstone Association Inc OR
The Klamath Tribe OR
advocate care OR
Cannon Beach Fire OR
Life Flight Network LLC OR

OREGON DEPT OF FISH & WILDLIFE-

SAUVIE OR

COVENANT RETIREMENT

COMMUNITIES OR

PENTAGON FEDERAL CREDIT UNION OR

SAIF CORPORATION OR

GREATER HILLSBORO AREA CHAMBER

OF COMMERCE OR

USAGENCIES CREDIT UNION OR

PACIFIC CASCADE FEDERAL CREDIT

UNION OR

LOCAL GOVERNMENT PERSONNEL

INSTITUTE OR

GRANTS PASS MANAGEMENT

SERVICES, DBA OR

SPIRIT WIRELESS OR
Kartini Clinic OR
Astra OR
Beit Hallel OR
Cvalco OR
Elderhealth and Living OR

OREGON CORRECTIONS ENTERPRISES OR

OREGON STATE HOSPITAL OR

OFFICE OF PUBLIC DEFENSE SERVICES OR
Clatskanie People's Utility District OR

PIONEER COMMUNITY DEVELOPMENT OR

MARION COUNTY HEALTH DEPT OR
Ricoh USA OR
Heartfelt Obstetrics & Gynecology OR
Coquille Economic Development
Corporation OR

CITY/COUNTY INSURANCE SERVICE OR

COMMUNITY CYCLING CENTER OR
Shangri La OR
%LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

Portland Impact OR
Eagle Fern Camp OR

KLAMATH FAMILY HEAD START OR

RIVER CITY DANCERS OR
Oregon Permit Technical Association OR
KEIZER EAGLES AERIE 3895 OR
Pgma/Cathie Bourne OR
Sunrise Water OR
Burns Paiute Tribe OR
Oregon Public Broadcasting OR
La Grande Family Practice OR
Linn Benton Lincoln Educational
Services District OR

SHERMAN COUNTY SCHOOL DISTRICT OR
Ricoh USA OR
Sphere MD OR
BIENESTAR, INC. OR

MEDFORD WATER COMMISSION OR
Solutins Yes OR
sunrise water authority OR
Mountain Valley Therapy OR
EAstern Oregon Trade and Event
Center OR
Waste-Pro OR

QUEEN OF PEACE SCHOOL OR
Columbia River Inter-tribal Fish
Commission OR

NPKA OR
IBEW280 OR
Confederated Tribes of Warm Springs OR
Point West Credit Union OR
Oregon State Credit Union OR

PIONEER TELEPHONE COOPERATIVE OR
Halsey-Shedd Fire District OR
Northwest Power and Conservation
Council OR
Oregon Funeral Directors Association OR
Nez Perce Tribe OR
Obsidian Urgent Care, P.C. OR
First Presbyterian Church of La Grande OR

CONFLUENCE ENVIRONMENTAL CENTE OR
A&I Benefit Plan Administrators, Inc. OR
K Churchill Estates OR

CSC HEAD START OR

NORTHWEST VINTAGE CAR AND

MOTORCYCLE OR
crescent grove cemetery OR

IONE HIGH SCHOOL OR
Port of Toledo OR
Roseburg Police Department OR
Molalla Rural Fire Protection District OR

MONMOUTH - INDEPENDENCE

NETWORK OR

EUGENE WATER & ELECTRIC BOARD OR

MALIN COMMUNITY PARK AND

RECREATION DISTRICT OR

TILLAMOOK PEOPLES UTILITY DISTRICT OR

GLADSTONE POLICE DEPARTMENT OR

GOLD BEACH POLICE DEPARTMENT OR

THE NEWPORT PARK AND RECREATION

CENTER OR

RIVERGROVE WATER DISTRICT OR

TUALATIN VALLEY FIRE & RESCUE OR

GASTON RURAL FIRE DEPARTMENT OR

CITY COUNTY INSURANCE SERVICES OR

SOUTH SUBURBAN SANITARY DISTRICT OR

SOUTH FORK WATER BOARD OR

SUNSET EMPIRE PARK AND

RECREATION OR

SPRINGFIELD UTILITY BOARD OR
Tillamook Urban Renewal Agency OR
Netarts Water District OR

OAK LODGE SANITARY DISTRICT OR
Boardman Rural Fire Protection District OR
Tualatin Soil and Water Conservation
District OR
Silverton Fire District OR
Lewis and Clark Rural Fire Protection
District OR
Rainbow Water District OR
Illinois Valley Fire District OR
Clatskanie RFPD OR

PORT OF TILLAMOOK BAY OR

TRI-COUNTY HEALTH CARE SAFETY NET

ENTERPRISE OR

METROPOLITAN EXPOSITION-

RECREATION COMMISSION OR
%LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 EXHIBIT 8
SERIAL 180233-RFP

REGIONAL AUTOMATED

INFORMATION NETWORK OR

OAK LODGE WATER DISTRICT OR

THE PORT OF PORTLAND OR

WILLAMALANE PARK AND RECREATION

DISTRICT OR

TUALATIN VALLEY WATER DISTRICT OR

UNION SOIL & WATER CONSERVATION

DISTRICT OR

LANE EDUCATION SERVICE DISTRICT OR

TUALATIN HILLS PARK AND

RECREATION DISTRICT OR

PORT OF SIUSLAW OR

CHEHALEM PARK AND RECREATION

DISTRICT OR

PORT OF ST HELENS OR

LANE TRANSIT DISTRICT OR

CENTRAL OREGON

INTERGOVERNMENTAL COUNCIL OR
HOODLAND FIRE DISTRICT NO.74 OR

MID COLUMBIA COUNCIL OF

GOVERNMENTS OR

WEST MULTNOMAH SOIL AND WATER

CONSERVATION DISTRICT OR

SALEM AREA MASS TRANSIT DISTRICT OR
Banks Fire District #13 OR
KLAMATH COUNTY 9-1-1 OR

GLENDALE RURAL FIRE DISTRICT OR
COLUMBIA 911 COMMUNICATIONS

DISTRICT OR

CLACKAMAS RIVER WATER OR

NW POWER POOL OR
Lowell Rural Fire Protection District OR
TriMet Transit OR
Estacada Rural Fire District OR
Keizer Fire District OR
State Accident Insurance Fund
Corporation OR
Bend Metro Park & Recreation District OR
Port of Hood River OR
La Pine Park & Recreation District OR
Brookings- HArbor School District 17c OR
Siuslaw Public Library District OR
Tri-County Metropolitan
Transportation District of Oregon
("TriMet") OR
Columbia River Fire & Rescue OR
Fern Ridge Library District OR
Bend Park and Recreation District OR
Port of Garibaldi OR
Seal Rock Water District OR
Rockwood Water P.U.D. OR
Gollux OR
Tillamook Fire District OR
Tillamook County Transportation Dist OR
Central Lincoln People's Utility District OR
Jefferson Park and Recreation OR
City of Monmouth / Public Works OR
McMinnville Police Department OR
Long Creek School District OR
City of Salem Fire Department OR
City of Sublimity OR
City of Central Point Parks and
Recreation OR
Gearhart Fire Department OR
Woodburn City Of OR
Brookings Fire / Rescue OR
City of Veneta OR

CITY OF DAMASCUS OR
Hermiston Fire & Emergency Svcs OR

CEDAR MILL COMMUNITY LIBRARY OR

CITY OF LAKE OSWEGO OR

LEAGUE OF OREGON CITIES OR

CITY OF SANDY OR

CITY OF ASTORIA OREGON OR

CITY OF BEAVERTON OR

CITY OF BOARDMAN OR

CITY OF CANBY OR

CITY OF CANYONVILLE OR

CITY OF CENTRAL POINT POLICE

DEPARTMENT OR

CITY OF CLATSKANIE OR

CITY OF CONDON OR

CITY OF COOS BAY OR

CITY OF CORVALLIS OR

CITY OF CRESWELL OR

CITY OF ECHO OR
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SERIAL 180233-RFP

CITY OF ESTACADA OR

CITY OF EUGENE OR

CITY OF FAIRVIEW OR

CITY OF GEARHART OR

CITY OF GOLD HILL OR

CITY OF GRANTS PASS OR

CITY OF GRESHAM OR

CITY OF HILLSBORO OR

CITY OF HOOD RIVER OR

CITY OF JOHN DAY OR

CITY OF KLAMATH FALLS OR

CITY OF LA GRANDE OR

CITY OF MALIN OR

CITY OF MCMINNVILLE OR

CITY OF HALSEY OR

CITY OF MEDFORD OR

CITY OF MILL CITY OR

CITY OF MILWAUKIE OR

CITY OF MORO OR

CITY OF MOSIER OR

CITY OF NEWBERG OR

CITY OF OREGON CITY OR

CITY OF PILOT ROCK OR

CITY OF POWERS OR

RAINIER POLICE DEPARTMENT OR

CITY OF REEDSPORT OR

CITY OF RIDDLE OR

CITY OF SCAPPOOSE OR

CITY OF SEASIDE OR

CITY OF SILVERTON OR

CITY OF STAYTON OR
City of Troutdale OR

CITY OF TUALATIN, OREGON OR

CITY OF WARRENTON OR

CITY OF WEST LINN/PARKS OR

CITY OF WOODBURN OR

CITY OF TIGARD, OREGON OR

CITY OF AUMSVILLE OR

CITY OF PORT ORFORD OR

CITY OF EAGLE POINT OR

CITY OF WOOD VILLAGE OR
St. Helens, City of OR

CITY OF WINSTON OR

CITY OF COBURG OR

CITY OF NORTH PLAINS OR

CITY OF GERVAIS OR

CITY OF YACHATS OR

FLORENCE AREA CHAMBER OF

COMMERCE OR

PORTLAND DEVELOPMENT

COMMISSION OR

CITY OF CANNON BEACH OR OR
CITY OF ST. PAUL OR

CITY OF ADAIR VILLAGE OR

CITY OF WILSONVILLE OR

CITY OF HAPPY VALLEY OR

CITY OF SHADY COVE OR

CITY OF LAKESIDE OR

CITY OF MILLERSBURG OR

CITY OF GATES OR

KEIZER POLICE DEPARTMENT OR

CITY OF DUNDEE OR
Pendleton Police Department OR

CITY OF AURORA OR

THE CITY OF NEWPORT OR

CITY OF ALBANY OR

CITY OF ASHLAND OR

CITY OF LEBANON OR

CITY OF PORTLAND OR

CITY OF SALEM OR

CITY OF SPRINGFIELD OR

METRO OR

CITY OF BURNS OR

CITY OF COTTAGE GROVE OR

CITY OF DALLAS OR

CITY OF FALLS CITY OR

CITY OF PHOENIX OR

CITY OF PRAIRIE CITY OR

CITY OF REDMOND OR

CITY OF SHERWOOD OR
City of junction city OR
City of Florence OR
Columbia Gorge Community OR
West Linn Police Department OR
City of Dayton OR
City of Carlton OR
City of Pendleton Convention Center OR
City of Monmouth OR
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SERIAL 180233-RFP

City of Philomath OR
City of Sheridan OR
Seaside Public Library OR
City of Yoncalla OR
La Grande Police Department OR
City of Joseph OR
Cove City Hall OR

NW PORTLAND INDIAN HEALTH

BOARD OR
Portland Patrol Services OR
City Of Bend OR
City Of Coquille OR
City Of Molalla OR

ROCKWOOD WATER PEOPLE'S UTILITY

DISTRICT OR
City of St. Helens OR
City of North Powder OR
City of Eugene OR
City of Cornelius, OR OR
Toledo Police Department OR
Springfield Public Library OR
City of Independence OR
City of Cascade Locks OR
City of Columbia City OR
City of Baker City OR
McMinnville Water & Light OR
City of Pendleton Parks & Recreation OR

CITY OF HEPPNER OR

CITY OF HERMISTON OR

CITY OF SWEETHOME OR

CITY OF THE DALLES OR
CLACKAMAS FIRE DIST#1 OR

DESCHUTES PUBLIC LIBRARY OR

STAYTON FIRE DISTRICT OR
Lake County Chamber of Commerce Inc OR
City of Talent OR
City of Ontario OR
City of Corvallis Parks and Recreation OR
North Lincoln Fire & Rescue #1 OR
Gresham Police Department OR
City of Harrisburg OR
Gladstone Public Library OR
West Linn Police OR
City of Portland Parks Bureau OR
City of Astoria Parks Dept. OR
Seaside Fire & Rescue OR
Florence Police Department OR
City Of North Bend OR
City of Union OR
City of Nehalem OR
City of Richland OR

CITY OF LINCOLN CITY OR
City of Donald OR
City of Milton-Freewater OR

CITY OF MADRAS OR

CITY OF SCIO OR
City of Forest Grove OR
City Govrnment OR
City of Mt. Angel OR
Albany Police Department OR
Umatilla Electric Cooperative OR

WATER ENVIRONMENT SERVICES OR
Polk County Fire District No.1 OR
Clatsop Care Health District-Clatsop
Retirement Village OR
Netarts-Oceanside RFPD OR

UIUC OR
Rogue River Fire District OR
Aurora Rural FIre District OR
Tillamook County Emergency
Communications District OR
Southern Coos Hospital OR
Oregon Cascades West Council of
Governments OR

MULTONAH COUNTY DRAINAGE
DISTRICT #1 OR

PORT OF BANDON OR

OR INT'L PORT OF COOS BAY OR

MID-COLUMBIA CENTER FOR LIVING OR
DESCHUTES COUNTY RFPD NO.2 OR

YOUNGS RIVER LEWIS AND CLARK

WATER DISTRICT OR

PACIFIC STATES MARINE FISHERIES

COMMISSION OR

CENTRAL OREGON IRRIGATION

DISTRICT OR
MARION COUNTY FIRE DISTRCT #1 OR

COLUMBIA RIVER PUD OR
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SERIAL 180233-RFP

SANDY FIRE DISTRICT NO. 72 OR

BAY AREA HOSPITAL DISTRICT OR

NEAH KAH NIE WATER DISTRICT OR

PORT OF UMPQUA OR

EAST MULTNOMAH SOIL AND WATER

CONSERVANCY OR
Benton Soil & Water Conservation
District OR

DESCHUTES PUBLIC LIBRARY SYSTEM OR

CLEAN WATER SERVICES OR
North Douglas County Fire & EMS OR
Crooked River Ranch Rural Fire
Protection District OR

PARROTT CREEK CHILD & FAM OR
South Lane County Fire And Rescue OR
Mill City RFPD OR
Lake Chinook Fire & Rescue OR
Clackamas County Water Environment
Services OR
Amity Fire District OR

CENTRAL OREGON COMMUNITY

COLLEGE OR

UMPQUA COMMUNITY COLLEGE OR

LANE COMMUNITY COLLEGE OR
MT. HOOD COMMUNITY COLLEGE OR

LINN-BENTON COMMUNITY COLLEGE OR

SOUTHWESTERN OREGON

COMMUNITY COLLEGE OR

PORTLAND COMMUNITY COLLEGE OR

CHEMEKETA COMMUNITY COLLEGE OR

ROGUE COMMUNITY COLLEGE OR

COLUMBIA GORGE COMMUNITY

COLLEGE OR

TILLAMOOK BAY COMMUNITY

COLLEGE OR

KLAMATH COMMUNITY COLLEGE

DISTRICT OR
Oregon Coast Community College OR
Clatsop Community College OR
North Portland Bible College OR

OREGON COMMUNITY COLLEGE

ASSOCIATION OR
Umpqua Valley Public Defender OR
Teacher Standards and Pracitices
Commission OR
Salem Keizer School District Purchasing OR
Kdrv Channel 12 OR
Opta Oregon Permit Technician OR
Oregon Forest Resources Institute OR
Office of the Ong Term Care
Ombudsman OR
Oregon State Lottery OR

OREGON TOURISM COMMISSION OR

OREGON STATE POLICE OR

OFFICE OF THE STATE TREASURER OR
OREGON DEPT. OF EDUCATION OR
SEIU LOCAL 503, OPEU OR

OREGON DEPARTMENT OF FORESTRY OR

OREGON STATE DEPT OF

CORRECTIONS OR

OFFICE OF MEDICAL ASSISTANCE

PROGRAMS OR

OREGON OFFICE OF ENERGY OR

OREGON STATE BOARD OF NURSING OR

BOARD OF MEDICAL EXAMINERS OR

OREGON LOTTERY OR

OREGON BOARD OF ARCHITECTS OR

SANTIAM CANYON COMMUNICATION

CENTER OR

OREGON DEPT OF TRANSPORTATION OR

OREGON TRAVEL INFORMATION

COUNCIL OR

OREGON DEPARTMENT OF EDUCATION OR
OREGON DEPT. OF CORRECTIONS OR

DEPARTMENT OF ADMINISTRATIVE

SERVICES OR
Oregon Board of Massage Therapists OR
Oregon Forest Industries Council OR
Oregon Tradeswomen OR
Oregon Convention Center OR

OREGON SCHL BRDS ASSOCIAT OR
Central Oregon Home Health and Hos OR
Oregon Health Care Quality Cor OR

OREGON DEPARTMENT OF HUMAN

SERVICES OR
Oregon Air National Guard OR
Training & Employment OR
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SERIAL 180233-RFP

State of Oregon - Department of
Administrative Services OR
Aging and People with Disabilities OR
Department of Administrative Services OR
Oregon State Treasury OR
Oregon State Fair Council OR
Oregon DEQ OR
Procurement Services/DAS OR

STATE OF OREGON OR

OREGON JUDICIAL DEPARTMENT OR
Oregon State Board of Architect
Examiners OR
Oregon Board of Chiropractic
Examiners OR
City of Astoria Fire Department OR
Columbia Gorge ESD OR
Nehalem Bay Wastewater OR
Association of Oregon Community
Mental Health Programs OR
Klamath County Association of Realtors OR
VA OR

US FISH AND WILDLIFE SERVICE OR
Bonneville Power Administration OR
Bureau Of Land Management OR
Oregon Army National Guard OR
Linn County Sheriff Office OR
USDA Forest Service OR
123d Fighter Squadron OR
Yellowhawk Tribal Health Center OR

ANGELL JOB CORPS OR
Coquille Indian Housing Authority OR

COLLEGE HOUSING NORTHWEST OR

HOUSING AUTHORITY OF CLACKAMAS

COUNTY OR

HOUSING AUTHORITY OF PORTLAND OR

WEST VALLEY HOUSING AUTHORITY OR

HOUSING AUTHORITY AND

COMMUNITY SERVICES AGENCY OR

NORTH BEND CITY- COOS/URRY

HOUSING AUTHORITY OR

MARION COUNTY HOUSING

AUTHORITY OR

HOUSING AUTHORITY OF THE CITY OF

SALEM OR
Housing Authority of Yamhill County OR
The Housing Authority of the County of
Umatilla OR
homeforward OR
Access Inc OR

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EXHIBIT 9

FEMA STANDARD TERMS AND CONDITIONS ADDENDUM

FOR CONTRACTS AND GRANTS

If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management $JHQF\
³FEMA´
JUDQWV&RQWUDFWRUVKDOOFRPSO\ZLWKDOOIHGHUDOODZVDQGUHJXODWLRQVDSSOLFDEOHWRWKHUHFHLSWRI FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal 5HJXODWLRQV3DUW
³44 CFR 13´

In addition, Contractor agrees to the following specific provisions:

1. Pursuant to 44 CFR 13.36(i)(1), County is entitled to exercise all administrative, contractual, or other UHPHGLHVSHUPLWWHGE\ODZWRHQIRUFH&RQWUDFWRU¶VFRPSOLDQFHZLWKWKHWHUPVRIWKLV0DVWHU$JUHHPHQWLQFOXGLQJ but not limited to those remedies set forth at 44 CFR 13.43.

2. Pursuant to 44 CFR 13.36(i)(2), County may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44.

3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws:

a. ([HFXWLYH 2UGHU RI 6HSWHPEHU
HQWLWOHG ³(TXDO (PSOR\PHQW 2SSRUWXQLW\´ DV
DPHQGHG E\ ([HFXWLYH 2UGHU RI 2FWREHU DQG DV VXSSOHPHQWHG LQ 'HSDUWPHQW RI /DERU
³DOL´

regulations (41 CFR Ch. 60);

b. &RSHODQG ³$QWL-.LFNEDFN´ $FW
86&
DV VXSSOHPHQWHG LQ '2/ UHJXODWLRQV

&)5
Part 3);

c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5);

d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327 -330) as supplemented by DOL regulations (29 CFR Part 5);

e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR part 15); and

f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act ( Pub. L. 94 -163, 89 Stat. 871).

4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41.

5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding patents:

a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the County and be disposed of in accordance with Cou nty policy. The County, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries.

6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights:

a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR

13.34, FEMA reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes:

(1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support. %LG5)30DULFRSD&RXQW\

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7. Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as County deems necessary, Contractor shall permit County, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions.

8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years afte r FEMA or County makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42.

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EXHIBIT 10

COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM

Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Contractor shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requ irement. When using Federal Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis -Bacon Act.

HUD-4010 Labor Provisions also applies to this contract.

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EXHIBIT 11

UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200²UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

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EXHIBIT 12

ORACLE SOFTWARE TERMS AND CONDITIONS

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EXHIBIT 13

ORACLE CLOUD TERMS AND CONDITIONS

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EXHIBIT 14

ORACLE HARDWARE TERMS AND CONDITIONS

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ATTACHMENT A

PRICING
SERIAL 180233-RFP
NIGP CODE: 20655
RESPONDENT'S NAME:

COUNTY VENDOR NUMBER :

ADDRESS:

P.O. ADDRESS:

TELEPHONE NUMBER:

FACSIMILE NUMBER:

WEB SITE:

CONTACT (REPRESENTATIVE):

REPRESENTATIVE'S E-MAIL ADDRESS:

YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [ ] [ ] [ ] NET 10 DAYS [ ] NET 45 DAYS [ ] 1% 10 DAYS NET 30 DAYS [ ] NET 15 DAYS [ ] NET 60 DAYS [ ] 2% 30 DAYS NET 31 DAYS [ ] NET 20 DAYS [ ] NET 90 DAYS [ ] 1% 30 DAYS NET 31 DAYS [ ] NET 30 DAYS [ ] 2% 10 DAYS NET 30 DAYS [ ] 5% 30 DAYS NET 31 DAYS Product
Discount
Support
Discount
TOTAL DISCOUNTS 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000%
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%
TOTAL DISCOUNTS -$
AVERAGE DISCOUNTS -$

TOTAL DISCOUNTS NA NA

AVERAGE DISCOUNTS NA NA
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%

TOTAL DISCOUNTS NA NA

AVERAGE DISCOUNTS NA NA

1.3.6 Support Services Recap

1.3.7 Training Recap

1.3.8 Financing Recap

1.3.4 Cloud Services Recap

1.3.5 Professional Services Recap
RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS.

FAILURE TO INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS.

RESPONDENT MUST INITIAL THEIR SELECTION BELOW.

1.3.1 Perpetual License Recap

1.3.2 Engineered Systems Recap

1.3.3 Hardware Recap
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ATTACHMENT A

PRICING
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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 Perpetual Licenses
Reseller:

1.3.1Perpetual Licenses Catalog Products Insert Percentage Below
Insert Percentage
Below
Global Price List - shown in dark grey Metric Min. Discount for Licenses XX%
First Year
Maintenance
Percentage based
on discounted
license Cost
Technology Global Price List Products
Oracle Enterpise Edition Database Processor
Oracle Enterpise Edition Database Processor
Database Vault Processor
Advanced Security Processor
Oracle Fusion Applications Component Global Price List
Application Management Suite for Oracle Fusion ApplicationsNamed User Plus Application Management Suite for Oracle Fusion ApplicationsProcessor Oracle E-Business Suite Applications Global Price List
Component Pricing
Purchasing Application User
*Option: Sourcing Application User
*Option: Sourcing Optimization Application User
iProcurement Application User
Oracle Business Intelligence Applications Global Price List Component Pricing
Supply Chain and Order Management Analytics, Fusion Edition Application User Financial Analytics, Fusion Edition Application User
Procurement & Spend Analytics, Fusion Edition Application User Peoplesoft Component Global Price List
Absence Management Employee
Benefits Administration Employee
JD Edwards Component Global Price List

Page 3 of 12 ends

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 Perpetual Licenses
Reseller:

1.3.1Perpetual Licenses Catalog Products Insert Percentage Below
Insert Percentage
Below
Global Price List - shown in dark grey Metric Min. Discount for Licenses XX%
First Year
Maintenance
Percentage based
on discounted
license Cost
CRM Foundation Application User
CRM Foundation Connected Device
Oracle Construction & Engineering Global Price List
Primavera P6 Enterprise Project Portfolio Management Application User Primavera P6 Progress Reporter Application User
Primavera P6 Professional Project Management Application User TOTALS 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000%

Page 4 of 12 ends

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 Perpetual Licenses
Reseller:

ORACLE PRODUCTS TRANSACTION BANDS FOR PRODUCT
0-$25000
$25000-$100,000
$100,000-$250,000
$250,000-$1,000,000
$1,000,000- PLUS
TOTALS 0% 0%
AVERAGE DISCOUNTS 0% 0%

DISCOUNT END

USER WITH

BUDGET LESS
THAN $100 MILLION

DISCOUNT END

USER WITH

BUDGET MORE
THAN $100 MILLION

Page 5 of 12 ends

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 Engineered Systems
Reseller:

1.3.2Engineered Systems Catalog Products
4 Insert Percentage
Below
Insert Percentage
Below Insert Percentage Below Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Oracle Engineered Systems Global Price List
Min. Discount Eng
Systems
Hardware%
First Year Oracle
Premier Support
for Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Premier Support for
Operating
SystemsPercentage
based on discounted
Hardware Cost
First Year Oracle
Customer Data
and Device
Retention
Percentage based
on discounted
Hardware Cost
Min. Discount for
Licenses XX%
First Year SULS
Percentage based
on discounted
license Cost
Product
Exadata
Exadata Storage Server X7-2 Extreme Flash (EF) plus Infiniband Infrastructure Exadata Storage Server X7-2 High Capacity (HC) plus Infiniband Infrastructure Exadata Eighth Rack Storage Server X7-2 High Capacity (HC) plus InfiniBand Infrastructure Exadata Storage Server Software
TOTALS 0% 0% 0% 0% 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000% 0.000% 0.000% 0.000% 0.000% TOTAL 0%
AVERAGE TOTAL 0%
Oracle Proprietary for Official Use Only. Distribution limited to DON ESL Working Group. Page 6 of 12 %LG5)30DULFRSD&RXQW\

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DocuSign Envelope ID: 907CF53B-6E17-42D4-9D14-BBBEAEA13A84 13120 HARDWARE
Reseller:

1.3.3Hardware, Servers, Storage and Networking
Catalog Products
Insert Percentage
Below
Insert Percentage
Below Insert Percentage Below Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Global Price List - shown in dark grey Min. Discount
Hardware%
First Year Oracle
Premier Support
for Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Premier Support for
Operating
SystemsPercentage
based on
discounted
Hardware Cost
First Year Oracle
Customer Data
and Device
Retention
Percentage based
on discounted
Hardware Cost
Min. Discount for
Licenses XX%
First Year SULS
Percentage based
on discounted
license Cost
Systems Hardware and Software Global Price List
SPARC S7-2 server: base with 1 SPARC S7 8-core 4.27 GHz processor (for factory installation) StorageTek Availability Suite Software
TOTALS 0% 0% 0% 0% 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000% 0.000% 0.000% 0.000% 0.000% TOTAL 0%
AVERAGE TOTAL 0%
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Reseller:

1.3.4Cloud Services Catalog Products
Insert Percentage
Below
Global Price List - shown in dark grey Metric Min. Discount for Service XX%
Oracle Cloud Software as a Service (SaaS)
Oracle RightNow Global Price List
Oracle RightNow Standard Dynamic Agent Desktop Cloud Service Hosted Named User Oracle Policy Automation Agent Cloud Service Hosted Named User Oracle Taleo Cloud Service Global Price List
Oracle Talent Acqusition Cloud Service Hosted Employee
Taleo Scheduling Cloud Service Hosted Employee
Oracle Fusion Cloud Service Global Price List
Fusion CRM Base Premim Offering Cloud Service Hosted Named User Fusion Human Capital Management Base Cloud Service Hosted Employee Oracle Cloud Platform as a Service and Infrastructure as a Service (PaaS and IaaS) Oracle Cloud Platform as a Service and Infrastructure as a Service - Public Cloud Global Price List Oracle Analytics Cloud - Enterprise - Government OCPU Per Hour Oracle Database Cloud Service - Standard Edition - General Purpose - Non-metered - Public Sector Hosted Environment Oracle Storage Cloud Service - Non-metered - Public Sector TB of Storage Capacity

TOTALS 0%
AVERAGE DISCOUNTS 0%
Oracle Proprietary for Official Use Only. Distribution limited to DON ESL Working Group. Page 8 of 12 %LG5)30DULFRSD&RXQW\

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1.3.5Consulting/Professional Services
Labor Category Year 1 Year 2 Year 3 Year 4 Year 5
Application Developer
Associate Consultant
Consulting/Engineer
Director/Engineer
Installation Engineer
Managing Principal Consultant
Practice Director
Practice Manager
Principal Consultant
Project Manager/Engineer
Senior Consultant/Engineer
Senior Project Manager
Sr. Application Developer
Sr. Practice Director
Sr. Principal Consultant
Sr. Systems Engineer
Staff Consultant
Systems Engineer
TOTAL -$ -$ -$ -$ -$ AVERAGE -$ -$ -$ -$ -$ TOTAL -$
TOTAL AVERAGE -$
Labor Rate(s)
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1.3.6Technical Support Services and/or Maintenance Support ServicesTechnical Support Services and/or Mainentance Support Services fees are calculated as a factor of fees paid on net new licenses and/or harware, renewal of services thereafter are priced based on a percentage increase over prior years fees and provided in accordance with then current Technical Support Policies.
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Reseller:

1.3.7 Oracle Training and University Products
Oracle University
Training Services
Customer Transaction
Band
$0 - $10,000 0%
$10,001 - $25,000 0%
$25,001 - $50,000 0%
$50,001 - $100,000 0%
$100,001 - $250,000 0%
$250,001 + 0%
TOTAL 0%
AVERAGE 0%
E-Business License and Technical Support Discounts (Enter Discount off of list price. List price detailed at www.oracle.com/education %LG5)30DULFRSD&RXQW\

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1.3.8 Financing Services

PARTNERS TO INSERT FINANCIING SERVICES TAB
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EXHIBIT 4

(DRAFT CONTRACT)

ORACLE PRODUCTS AND SERVICES

7KLV&RQWUDFWLVHQWHUHGLQWRWKLVBBBBBGD\RIBBBBBBBBBBBBBBE\DQGEHWZHHQ0DULFRSD&RXQW\ ³&RXQW\´

a political subdivision of the State of Arizona, and ______________________________ _, a _________ corporation

³&RQWUDFWRU´
IRUWKHSXUFKDVHRIOracle Products and Services.

1.0 CONTRACT TERM:

1.1 This Contract is for a term of Five (5) years, beginning on the day of , 2018 and ending the day of , 2023.

1.2 The products and services wh ich are the subject of this Master Agreement ³&RXQW\ &RQWUDFW´

may be covered by a service or maintenance agreement. The term of the service or maintenance agreement shall be governed by that document and may survive the expira tion of this Master Agreement.

1.3 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of Five (5) additional years RU DW WKH &RXQW\¶V
sole discretion, extend the contract on a month -to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter.

1.4 CONTRACT COMPLETION:

The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include , but is not limited to the preparation of a tran sition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the te rms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement.

2.0 PRICE ADJUSTMENTS (applies to percentages in contract):

Any requests for reasonable price adjustments must be submit ted one hundred and twenty (120) calendar days prior to the Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract.

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3.0 PAYMENTS:

3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) VWDWHGLQ([KLELW³$´

3.2 Payment shall be made upon the County¶Vreceipt of a properly completed invoice.

3.3 INVOICES:

3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information:

Company name, address and contact
County bill-to name and contact information
Contract Serial Number
County purchase order number
Project name and/or number
Invoice number and date
Payment terms
Date of service or delivery
Quantity (number of days or weeks)
Contract Item number(s)
Description of Purchase (product or services)
Pricing per unit of purchase
Freight (if applicable)
Extended price
Mileage w/rate (if applicable)
Arrival and completion time (if applicable)
Total Amount Due

3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order.

3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/922/Vendors).

3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County.

3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details o n the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.

3.4 PAYMENT RETENTION:

3.4.1 Ten percent (10%) of monies paid for Proj ect Management and Project Labor earned by Contractor related to work under this Contract shall be retained by County until Final Completion of the services herein described in any project Exhibit B Scope of Work .

County may elect to release specific reten tion payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this Contract by County through no fault of Contractor, Contractor shall be entitled to the refund of any funds in the retention account.

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3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the ret ainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County.

3.4.3 The Contractor shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of re tention for all work completed. The Contractor is required to request this option at least ten (10) business days prior t o submission of first Application for Payment to allow time for preparation of forms. The Contractor shall request and obtain securities forms through County. The County must identify either securities option or retention option prior to first Application for Payment.

3.5 APPLICABLE TAXES:

3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installat ion labor cost and the gross receipts for PDWHULDOVSURYLGHGVKDOOEHOLVWHGVHSDUDWHO\RQWKH&RQWUDFWRU¶VLQYRLFHV

3.5.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes ap plicable 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 :RUNHU¶V&RPSHQVDWLRQ

3.6 TAX (SERVICES):

No tax shall be invoiced or paid against Contr DFWRU¶V ODERU ,W LV WKH UHVSRQVLELOLW\ RI WKH Contractor to determine any and all applicable taxes.

3.7 TAX (COMMODITIES):

7D[VKDOOQRWEHLQYRLFHGDJDLQVW &RQWUDFWRU¶VODERU,WLVWKHUHVSRQVLELOLW\RIWKH&RQWUDFWRUWR 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.

3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING $*5((0(176 ,&3$¶V
:

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4.0 AVAILABILITY OF FUNDS:

4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds.

4.2 If any action is taken by, any St ate 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 terminatio n under this Section, at least ten (10) days in advance.

5.0 DUTIES:

5.1 7KH&RQWUDFWRUVKDOOSHUIRUPDOOGXWLHVVWDWHGLQ([KLELW ³%´ , or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer.

5.2 During the Contract term, County may SURYLGH &RQWUDFWRU¶V SHUVRQQHO ZLWK DGHTXDWH ZRUNVSDFH 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 agen ts, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for ap pellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents, repres entatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible prop erty, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one dir ectly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder.

The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph.

The scope of this indemnification does not extend to the sole negligence of County.

Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the negligent performance of thi s Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, %LG5)30DULFRSD&RXQW\

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misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers.

6.2 INFRINGEMENT DEFENSE INDEMNIFICATION:

6.2.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as defined below, in the full defense of the County against any Claim, as defined below, and will indemnify and hold ha rmless the County as provided for in this Section for any MXGJPHQWV VHWWOHPHQWV DQG FRXUW DZDUGHG DWWRUQH\¶V IHHV UHVXOWLQJ IURP D &ODLP ZKHUH WKHFODLPDQWLVDGMXGJHGWKHVXFFHVVIXOSDUW\LQWKH&ODLP&RQWUDFWRU¶VREOLJDWLRQVXQGHU this Section are cond itioned on the following: (i) County promptly notifies Contractor of the Claim in writing upon being made aware of the Claim; (ii) County gives Contractor lead authority and County being control of the defense and (if applicable) settlement of the Claim, SURYLGHG WKDW &RXQW\¶V OHJDO FRXQVHO PD\ SDUWLFLSDWH LQ VXFK GHIHQVH DQG VHWWOHPHQWDW&RXQW\¶VH[SHQVHDQG
LLL
&RXQW\SURYLGHVDOOLQIRUPDWLRQDQGDVVL stance
reasonably requested by Contractor to handle the defense or settlement of the Claim. For purSRVHVRIWKLV6HFWLRQ³&ODLP´PHDQVDQ\FDXVHRIDFWLRQLQDWKLUGSDUW\DFWLRQVXLW or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Contract, infringes a va lid 86 SDWHQW FRS\ULJKW RU WUDGHPDUN )RU WKH SXUSRVHV RI WKLV VHFWLRQ ³3DUWLFLSDWH DQG 6KDUHLQWKH&RVWV´PHDQV&RQWUDFWRUZLOODVVLVWWKH&RXQW\LQWKHGHIHQVHRIWKHFODLP to the extent agreed to by the parties, except that Contractor shall be so lely responsible for any and all costs adjudged in a successful Claim against the County.

6.2.2 Remedial Measures: If software becomes, or Contractor reasonably beli eves use of software may become the subject of a Claim, Contractor may, at its own expense and option: (i) procure for County the right to continue use of the Product; (ii) replace or modify the software; or to the extent that neither (i) nor (ii) are deemed commercially practicable, (iii) refund to County a pro -rated portion of the applicable fee s for software based on a linear depreciation monthly over 10 year useful life, in which case County will cease all use of software and return it to Contractor.

6.2.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any Claim based on: ( i) modifications by someone other than Contractor; (ii) software has been modified by Contractor in accordance with County -provided specifications or instructions; (iii) use or combination by the County of software with Third Party Products, open source or freeware technology; (iv) Third Party Products, open source or freeware technology; (v) a product that is used or located by County in a country other than the country in which or for which it was supplied by Contractor; (vi) possession or use of a produ ct after Contractor has informed County of modifications or changes required to avoid such Claim and offered to implement those modifications or changes, if such Claim would have been avoided by implementation of Contractor's suggestions and to the extent County did not provide Contractor with a reasonable opportunity to implement Contractor's suggestions; or (vii) the amount of revenue or profits earned or other value obtained by the use of Products, or the amount of use of WKH3URGXFWV³7KLUG3DUW\3UR GXFWV´PHDQVDQ\SURGXFWVPDGHE\DSDUW\RWKHU than Contractor, and may include, without limitation, products ordered by County from third parties. Ho wever, components of Contractor branded Products are not Third Party Products if they are both: (i) embed ded in Third Party Products (i.e., not recognizable as standalone items); and (ii) not identified DVVHSDUDWHLWHPVRQ&RQWUDFWRU¶VSULFHOLVWTXRWHVRUGHUVSHFLILFDWLRQVIRUPVRU documentation.

6.2.3 7KHIRUHJRLQJVWDWHV&RQWUDFWRU¶VHQWLUHOLDELOLW\DQG&RXQW\¶VVROHDQGH[FOXVLYHUHPHG\ except as provided at law or equity, with respect to any infringement or misappropriate of any intellectual property rights of another party.

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6.3 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE):

6.3.1 The Contractor shall provide all source code and any updates or fixes for the Contractor Commercial o II WKH 6KHOI
³&276´
DSSOLFDWLRQ VRIWZDUH WKDW 0DULFRSD &RXQW\ KDV
purchased from Co ntractor for safekeeping with a mutually acceptable escrow agent within thirty (30) days of award. The software source deposited with the escrow agent will be a snapshot of all source code maintained by Contractor in the form of a Microsoft Visual Source Safe Archive. In this way, as beneficiary of the escrow agreement between Contractor and escrow agen t, Maricopa County will have access to all source code of the products that they license for all versions of the software. Furthermore, the escrowed code shall include all code specifically developed for Maricopa County including, but not limited to: inter faces, Extraction -Transformation-Loading (ETL) routines for data conversion, and all custom code. Upon taking possession of the source code, Maricopa County will have the right to use the source for products that they license in the versions currently installed on the System or any subsequent versions in the archive. Contractor will make a deposit of the Source Safe Archive with the escrow agent upon the release of version release or once every six (6) months, whichever occurs first.

6.3.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the source code.

6.3.3 Maricopa County shall have access to the source code in the event any of the following circumstances:

6.3.3.1 WKHVDOHDVVLJQPHQWRUWUDQVIHUWRDQ\WKLUGSDUW\RIDQ\RI&RQWUDFWRU¶V rights in the licensed product (or any portion thereof) if such sale, assignment, or transfer would prevent Contractor from fully performing any of its obligations under any agreement with Maricopa County;

6.3.3.2 Contractor becomes insolvent or commits any affi rmative act of insolvency, or generally fails to pay, or admits in writing its inability to pay, debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointmen t of a receiver for its business or assets, becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or Contractor takes any action to authorize, or in the furtherance of, any of the foregoing;

6.3.3.3 Contractor discontinues providi ng full support and maintenance services for the licensed product in accordance with its obligations pursuant to any agreement with Maricopa County;

6.3.3.4 Contractor has ceased to do business or improperly refuses to provide any services pursuant to any agreement with Maricopa County;

6.3.3.5 Contractor has breached (and if subject to a cure period, has not cured such breach within such period) any material term or condition of any agreement with Maricopa County;

6.3.3.6 $Q\ FKDQJH RI FRQWURO RI &RQWUDFWRU RU &RQWUDFWRU¶V SDrent company, where such party is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of such party are acquired by any entity, or such party is merged with or into another entity to form a new entity; or

6.3.3.7 Any other circumstance in which Maricopa County is entitled to access or use the applicable deposit materials (including, but not limited to, the source code) under the express terms of any agreement between Contractor and Maricopa County.

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6.3.4 Upon Maricopa County taking possession of the source code, Maricopa County hereby agrees as follows:

6.3.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the source code. Maricopa County agrees that such source co de shall be subject to the restrictions of transfer, sale, and reproduction placed on the software itself as stated in the software license signed by all parties.

6.3.4.2 Maricopa County agrees to only use source code related to applications for which they own a license. There will be source from other applications in the archive.

6.3.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to compensate Contractor for any and all damages Contractor suffers, to include UHDVRQDEOH DWWRUQH\¶V IHHV Uesulting directly or indirectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by M aricopa County, its employees, agents and third-party contractors.

6.3.4.4 No license under any trade mark, patent, copyright, or any other intellectual property right, is either granted or implied by the disclosure of the so urce code to Maricopa County. 7KH&RQWUDFWRU¶VGLVFORVXUHRIWKHVRXUFHFRGHWR0DULFRSD County shall not constitute any representation, warranty, assurance, guarantee or inducement by the Contractor to Maricopa County of any kind, and, in particular, with respect to the non -infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of th ird persons or of Contractor.

6.3.4.5 Contractor will not be responsible for maintaining the source code.

Furthermore, Contractor will not be liable for any consequences related to the use of source code modified by Maricopa County.

6.4 INSURANCE:

6.4.1 Contractor, at C RQWUDFWRU¶V RZQ H[SHQVH VKDOO SXUFKDVH DQG PDLQWDLQ WKH KHUHLQ 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, th e stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County.

6.4.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract.

6.4.3 &RQWUDFWRU¶VLQVXUDQFHVKDOOEHSULPDU\LQVXUDQFHDVUHVSHFWV&RXQW\DQGDQ\LQVXUDQFH or self-insurance maintained by County shall not contribute to it.

6.4.4 Any failure to comply with the claim reporting provisions of the insurance policies or any EUHDFK RI DQ LQVXUDQFH SROLF\ ZDUUDQW\ VKDOO QRW DIIHFW WKH &RXQW\¶V ULJKW WR FRYHUDJH afforded under the insurance policies.

6.4.5 The insurance policies may provide coverage that contains d eductibles or self -insured retentions. Such deductible and/or self -insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self -insured retention and County, at its %LG5)30DULFRSD&RXQW\

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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 :RUNHUV¶ &RPSHQVDWLRQ DQG Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds.

6.4.7 7KH SROLFLHV UHTXLUHG KHUHXQGHU H[FHSW :RUNHUV¶ &RPSHQVDWLRQ DQG (UURUV DQG Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any FODLPVDULVLQJRXWRI&RQWUDFWRU¶VZRUNRUVHUYLFH

6.4.8 Commercial General Liability:

Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.

The policy shall i nclude coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage.

6.4.9 Automobile Liability:

Commercial/Business Automobile Liability insurance and , if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and pro perty damage of not less than $2 HDFK RFFXUUHQFH ZLWK UHVSHFW WR DQ\ RI WKH &RQWUDFWRU¶V owned, hired, and non -owned vehicles assigned to or used in performance of the &RQWUDFWRU¶VZRUNRUVHUYLFHs or use or maintenance of the premises under this Contract.

6.4.10 :RUNHUV¶&RPSHQVDWLRQ:

:RUNHUV¶ &RPSHQVDWLRQ LQVXUDQFH WR FRYHU REOLJDWLRQV LPSRVHG E\ Federal and State statutes having jurisdiction of Contrac WRU¶VHPSOR\HHVHQJDJHGLQWKHSHUIRUPDQFHRIWKH ZRUNRUVHUYLFHVXQGHUWKLV&RQWUDFW
DQG(PSOR\HU¶V/LDELOLW\LQVXUDQFHRIQRWOHVVWKDQ
$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 GDPDJHV DUH FRYHUHG E\ WKH :RUNHUV¶ &RPSHQVDWLRQ DQG (PSOR\HU¶V /LDELOLW\ RU 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, C ommercial 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 I nsurance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft, or embezzlement.

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6.4.13 Cyber:

Policy Limit:

6.4.13.1 The policy shall be issued with minimum limits of $100,000.

6.4.13.2 The policy shall include coverage for all directors, officers, agents and employees of the Contractor.

6.4.13.3 The policy shall include coverage for third party fidelity.

6.4.13.4 The policy shall include coverage for theft.

6.4.13.5 The policy shall contain no requirement for arrest and conviction.

6.4.13.6 The policy shall cover loss outside the premises of the Named Insured.

6.4.13.7 The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear.

6.4.14 Technology Errors & Omission Insurance:

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 this Contract is written on a claims - made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed.

6.4.15 Network Security (Cyber) and Privacy Liability (IF APPLICABLE TO PROJECT):

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. This should also include breach notification costs, credit remediation, and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

6.4.16 County shall be a Certificate Holder:

Before providing the services as defined above, Developer shall furnish C ounty 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 %LG5)30DULFRSD&RXQW\

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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.

,WLVXQGHUVWRRGWKDWWKH&RXQW\LV³6HOI -,QVXUHG´DQGD&HUWLILFDWHRI,QVXUDQFHVKDOOEH provided by County upon approval of this Agreement by the Parties.

6.4.17 Certificates of Insurance:

6.4.17.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the &RQWUDFWLQWKHIRUPSURYLGHGE\WKH&RXQW\LVVXHGE\&RQWUDFWRU¶VLQVXUH r(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title.

6.4.17.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and DFFHSWDQFH RI &RQWUDFWRU¶V ZRUN RU VHUYLFHV DQG DV HYLGHQFHG E\ DQQXDO Certificates of Insurance.

6.4.17.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) calendar days prior to the expiration date.

6.4.18 Cancellation and Expiration Notice:

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Con WUDFWRU¶V LQVXUDQFH VKDOO QRW EH SHUPLWWHG WR H[SLUH EH VXVSHQGHG EH 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 d ays of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring.

Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to the Procurement Officer noted in the solicitation.

6.5 BOND REQUIREMENT (IF REQUIRED FOR ANY PROJECT):

6.5.1 Concurrently with the submittal of the Contract, the Contrac tor 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 performa nce of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract.

6.5.1.2 A Payment Bond equal to the full Contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Contract.

6.5.2 Each such bond shall include a provision allowing the prevailing party in a suit on such ERQGWRUHFRYHUDVDSDUWRIKLVMXGJPHQWVXFKUHDVRQDEOHDWWRUQH\¶VIHHVDVPD\EHIL[HG 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 Sta te of Arizona issued by the Director of the %LG5)30DULFRSD&RXQW\

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Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency.

The bonds shall be written or countersign ed by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this State, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies VKDOO EH UDWHG ³%HVW-$´ RU EHWWHU DV UHTXLUHG E\ WKH &RQWUDFWLQJ $JHQF\ DV FXUUHQWO\ listed in the most recent Best Key Rating Guide, published by the A.M. Best Company.

6.6 FORCE MAJEURE:

6.6.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events , occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasio n, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embarg o, labor dispute, strike, interruption or failure of electricity or telecommunication service.

6.6.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply.

6.6.3 The party asserting Force Majeure as a cause for non -performance shall have the burden of proving that reasonable s teps were taken to minimize delay or damages caused by foreseeable events, that all non -excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

6.6.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non -performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion.

6.7 WARRANTY (IF APPLICABLE):

6.7.1 The minimum warranty for products shall be 90 -days, or the manufacturers' warranty, whichever is greater. Warranty replacement shall be done at no additiona l cost to the County. This includes special order or non-stock parts. Freight charges, transportation charges, etc. are all incurred by the Contractor. The effective date on all warranties shall commence upon the date of installation.

6.7.2 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship.

6.7.3 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County.

6.7.3.1 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply.

6.7.3.2 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations.
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6.7.4 Contractor shall respond to all warranty requests within 24-hours of notification.

6.8 DELIVERY:

6.8.1 Delivery shall be made within 48 hours after receipt of order (ARO)

6.8.2 Exceptions to delivery schedule will be special order items that must be identi fied.

6.8.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor.

6.8.4 Delivery shall be F.O.B. Destination, Freight Prepaid.

6.9 EXPEDITED DELIVERY:

6.9.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County.

6.9.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the Using Agency shall advise the Contractor to proceed.

6.9.3 Upon r eceipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file.

6.10 SHIPPING DOCUMENTS:

A packing list or other suitable shipping document shall accompany each shipment and shall include the following:

6.10.1 Contract Serial number.

6.10.2 &RQWUDFWRU¶VQDPHDQGDGGUHVV

6.10.3 Using Agency name and address.

6.10.4 Using Agency purchase order number.

6.10.5 A description of product(s) shipped, including item number(s), quantity(ies), number of containers and package number(s), as applicable.

6.11 PERFORMANCE:

,W VKDOO EH WKH &RQWUDFWRU¶V UHVSRQVLELOLW\ WR PHHW WKH SURSRVHG performance requirements.

Maricopa County res erves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor.

6.12 SHIPPING CHARGES:

6.12.1 Shipping costs will be borne by the Contractor. FOB: Destination.

6.12.2 Exceptions to normal shipping charges:

Expedited freight will be pre -paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor.
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6.13 PACKAGING/PACKING:

Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable.

6.14 OPERATING MANUALS:

Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard cop y or electronically.

6.15 INSTALLATION:

7KH &RQWUDFWRU¶V SULFH VKDOO LQFOXGH GHOLYHU\ DQG LQVWDOODWLRQ RI DOO HTXLSPHQW LQ D FRPSOHWH operating condition.

6.16 ACCEPTANCE (IF APPLICABLE):

6.16.1 Perpetual Licenses ± Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses.

6.16.2 Engineered Systems and Hardware - For &XVWRPHU¶V ,QLWLDO SXUFKDVH RI HDFK Engineered Systems or Hardware the Contractor shall provide an acceptance test period

WKH ³7HVW 3HULRG ³
WKat commences upon Installation. Installation shall be defined as:
a.) the Equipment, if any, is mounted; b.) the Software is installed on the data base server(s) and/or personal computer(s); and c.) implementation team training, if any, is complete. During the Test Period, County shall determine whether the Equipment and Software meet the Contractor SXEOLVKHG HOHFWURQLF GRFXPHQWDWLRQ ³6SHFLILFDWLRQV´

The Test Period sh all be for at least ninety (90) calendar days, or as negotiated for that specific p roject. If County has not given Contractor a written deficiency statement VSHFLI\LQJ KRZ WKH (TXLSPHQW RU 6RIWZDUH IDLOV WR PHHW WKH 6SHFLILFDWLRQ ³'HILFLHQF\
6WDWHPHQW¶
ZLWKLQ WKH 7HVW 3HULRG WKH (TXLSPHQW DQG 6RIW ware shall be deemed accepted. If County provides a Deficiency Statement within the Test Period, Contractor shall have thirty (30) calendar days to correct the deficiency, and the Customer shall have an additional sixty ( 60) calendar days to evalua te the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second thirty (30) calendar day period, the County may terminate this Contract. Upon any such WHUPLQDWLRQ &RQWUDFWRU VKDOO DW &RQWUDFWRU¶V FRVW UHPRYH DOO HTXLSPHQW DQG VRIWZDUH from County premises and equipment. County shall return all Equipment and Software to Contractor, and Contractor shall refund any monies paid by County to Contractor. Upon completion of these terms, neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test.

6.16.3 Cloud Services ± Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services.

6.17 RETURN POLICY:

The Bidders shall state their return policy, time limitations, or restocking charges (if any) for such returns. Products will not be accepted in damaged or broken/unsealed packages. Credit memos VKDOO EH LVVXHG LQ DFFRUGDQFH ZLWK WKH &RQWUDFWRU¶V UHWXUQ SROLF\ ,I D UHVWRFNL ng charge is applied, the credit memo must reflect the full credit amount of each item returned and the restocking charge shall be a separate line.

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6.18 INSPECTION OF SERVICES (IF APPLICABLE):

6.18.1 The Contractor shall provide and maintain an inspection system a cceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires.

6.18.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work.

6.18.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County . When the defects in services cannot be corrected by re-performance, County may:

6.18.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and

6.18.3.2 Reduce the Contract price to reflect the reduced value of the services performed.

6.18.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may:

6.18.4.1 By Contract or otherwise, perform the services and charge to the Contractor , through direct bill ing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or

6.18.4.2 Terminate the Contract for default.

6.19 ORDERING AUTHORITY:

Any request for purchase shall be accompanied by a valid purchase order , issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment.

6.20 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:

This Contract does not guar antee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved.

6.21 PURCHASE ORDERS:

County reserves the right to cancel Purc hase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.

6.22 BACKGROUND CHECK (IF REQUIRED BY PROJECT):

Contractors need to be aZDUH WKDW WKHUH PD\ EH PXOWLSOH EDFNJURXQG FKHFNV 6KHULII¶V 2IILFH
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 (bu t is not limited to) the Contractor, subcontractors and employees.

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6.23 SUSPENSION OF WORK:

The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procu rement 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 o ther cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract.

6.24 STOP WORK ORDER:

The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop -work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either:

6.24.1 Cancel the stop work order; or

6.24.2 Terminate the work covered by the order as prov ided in the Default, or the Termination for Convenience clause of this Contract.

6.24.3 The Procurement Officer may make an equitable adjustment i n the delivery schedule and/or C ontract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor.

6.25 TERMINATION FOR CONVENIENCE:

Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor.

6.26 TERMINATION FOR DEFAULT:

The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:

6.26.1 Deliver the supplies or to perform the services within the time specifie d in this Contract or any extension;

6.26.2 Make progress, so as to endanger performance of this Contract; or

6.26.3 Perform any of the other provisions of this Contract.

7KH &RXQW\¶V ULJKW WR WHUPLQDWH WKLV FRQWUDFW XQGHU WKHVH VXESDUDJUDSKs may be exercised if the Contractor does not cure such failure within ten ( 10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure.

6.27 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTER EST:

Notice is given that pursuant to A.R.S. § 38 -511 the County may cancel any Contract without penalty or further obligation within thre e years after execution of the C ontract, if any person %LG5)30DULFRSD&RXQW\

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significantly involved in initiating, negotiating, secu ring, d rafting or creating the C ontract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contra ct 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, secu ring, drafting or creating the C ontract on behalf of the County from any other party to the Contract arising as the result of the Contract.

6.28 CONTRACTOR LICENSE REQUIREMENT:

6.28.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non -governmental entities as mandated to maintain compliance with and in good standing for all permits an d/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the sa me. Contractor shall immediately notify both Office of Procurement Services and the Department of any and all changes concerning permits, insurance or licenses.

6.28.2 Contractor furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the Contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular c ontract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract.

6.29 SUBCONTRACTING:

6.29.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must re ference the Contract Number and identify the job project.

6.29.2 The VXEFRQWUDFWRU¶VUDWHIRUWKHMREVKDOOQRWH[FHHGWKDWRIWKH3ULPH&RQWUDFWRU¶VUDWH as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the Co unty has approved the increase . The VXEFRQWUDFWRU¶V invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass -through the costs to the County, without mark -up. A copy of the VXEFRQWUDFWRU¶V invoice must accompany the Prime ContraFWRU¶VLQYRLFH

6.30 AMENDMENTS:

All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County.

6.31 ADDITIONS/DELETIONS OF REQUIREMENTS:

The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance wit h 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.

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6.32 STRICT COMPLIANCE:

Acceptance by County of a performance that is not in strict compli ance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract.

6.33 VALIDITY:

The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract.

6.34 SEVERABILITY:

The removal, in whole or in part, of any provision of th is Contract shall not void or affect the validity of any other provision of this Contract.

6.35 RIGHTS IN DATA:

The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law o r applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder.

6.36 NON-DISCRIMINATION:

Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executi ve Order 2009 -09 supersedes Executive order 99 -4 and amends Executive order 75 -5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 ) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any emplo yee, client or any other individual in DQ\ZD\EHFDXVHRIWKDWSHUVRQ¶VDJHUDFHFUHHGFRORUUHOLJLRQVH[GLVDELOLW\RUQDWLRQDORULJLQ .

6.37 ISRAEL BOYCOTT:

By signing this Contract, the Contractor certifies that they are in compliance with Article 9, A.R.S. § 35-393 et seq.

6.38 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION :

6.38.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief WKDW WKH &RQWUDFWRU LW¶V FXUUHQW RIILFHUV DQG directors;

6.38.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction;

6.38.1.2 have not within three (3) year period preceding this Contract;

6.38.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and

6.38.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or %LG5)30DULFRSD&RXQW\

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destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract;

6.38.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a gov ernment 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 tra nsaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default.

6.38.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution.

6.38.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract.

6.39 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:

6.39.1 By entering into the Contract, the Contractor warrant s compliance with the Immigration and Nationality Act (INA using e -verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its sub contractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eli gibility 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 re cord of the verification for the duration of the HPSOR\HH¶V HPSOR\PHQW RU DW OHDVW WKUHH(3) years, whichever is longer . I-9 forms are available for download at USCIS.GOV.

6.39.2 The County reta ins the legal right to inspect C ontractor and subcontractor employe e documents performing work under this Contract to verify compliance with paragraph 6.39.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the &RXQW\¶V LQWHQW WR LQVSHFW DQG VKDOO PDNH WKH GRFXPHQWV DYDLODEOH DW WKH WLPHand date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/ or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

6.40 INFLUENCE:

As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

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6.40.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy,

6.40.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind.

If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek a ny remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY

PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES , IS ALLOWED

DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE -EXISTING BUSINESS WITH THE COUNTY. ANY

COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY

DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FO R DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS.

6.41 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:

6.41.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112 ±239) and section

3.908 of the Federal Acquisition Regulation;

6.41.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal A cquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request.

6.41.3 Contractor shall insert the substance of this clau se, including this paragraph , in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).

6.42 UNIFORM ADMINISTRATIVE REQUIREMENTS:

By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200²UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

6.43 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW:

6.43.1 In accordance with section MCI 371 of the Mar icopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back -up documentation relevant to this Contract for six (6) years after final paym ent or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials.

6.43.2 ,IWKH&RQWUDFWRU¶VERRNVUHFRUGVDFFRXQWVVWDWHPHQWVUHSRUWVILOHVDQGRWKHUUHFRUGV and back -up documentation relevant to this Contract are not sufficient to support and %LG5)30DULFRSD&RXQW\

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document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented.

6.44 AUDIT DISALLOWANCES:

If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for cre dit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County.

6.45 OFFSET FOR DAMAGES:

In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract.

6.46 CONFIDENTIAL INFORMATION:

Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the &RQWUDFWRU¶V obligation regarding such information.

The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. 7KH&RQWUDFWRU¶VSURFHGXUHVDQGFRQWUROVDWDPLQLPXPPXVWEHWKHVDPHSURFHGXUHVDQGFRQWUROV it uses to protect its o wn proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) business days of the written request to do so.

Any requests to the Contractor for County proprietar y or confidential information shall be referred to the County for review and approval, prior to any dissemination.

6.47 PUBLIC RECORDS:

Under Arizona law, all Contracts are public records and must be retained by the Records Manager at the O ffice of Procurement Services. Contracts shall be open to public inspection and copying after Contract award and execution, except for such Contracts or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services.

6.48 PRICES:

Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services.

6.49 INTEGRATION:

This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied.

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6.50 RELATIONSHIPS:

6.50.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co -employee, partnership, principal and agent, or joint venture between the County and the Contractor.

6.50.2 The County reserves the right of final approval on proposed staff for all Task Orders.

Also, upon request by th e County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County.

6.51 GOVERNING LAW:

This Contract s hall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona .

6.52 ORDER OF PRECEDENCE:

In the event of a conflict in the provisions of this Contra FWDQG&RQWUDFWRU¶VOLFHQVHDJUHHPHQWLI applicable, the terms of this Contract shall prevail.

6.53 INCORPORATION OF DOCUMENTS:

The following are to be attached to and made part of this Contract:

6.53.1 Exhibit A, Pricing;

6.53.2 Exhibit B, Scope of Work;

6.53.3 Exhibit C, Oracle Standard Terms and Conditions for Products and Services; and

6.53.4 Exhibit D, Office of Procurement Services Contractor Travel and Per Diem Policy

NOTICES:

All notices given pursuant to the terms of this Contract shall be addressed to:

For County:

Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494

For Contractor:
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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.

CONTRACTOR

AUTHORIZED SIGNATURE

PRINTED NAME AND TITLE

ADDRESS

DATE

MARICOPA COUNTY

CHAIRMAN, BOARD OF SUPERVISORS DATE

ATTESTED:

CLERK OF THE BOARD DATE

APPROVED AS TO FORM:

DEPUTY COUNTY ATTORNEY DATE
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Question and Answers for Bid #180233-RFP - ORACLE PRODUCTS AND SERVICES Overall Bid Questions
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Fresno City CouncilFebruary 10, 2022

Fresno City Council
February 10, 2022