25-1676 Cooperative Purchase Agreement — Fresno City Council, December 18, 2025 (part 1 of 2)

FORMAL COOPERATIVE PURCHASE AGREEMENT
THI
S AGREEMENT (Agreement) is made and entered into, effective on ______________________, by and between CITY OF FRESNO, a California municipal corporation ( City), and MYTHICS, LLC DBA MYTHICS VIII, LLC , a Virginia Limited Liability Company (Vendor).

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, condi tions, 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 materials, supplies, and equipment . The City may use another government agency’s agreement, as an exception to the competitive bid process. The Parties agree that the Vendor has entered a contract with Maricopa County through Omnia Partners (Contract 180233- 002) (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 V endor 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 V endor agrees that notices and invoices will be sent to:

City of Fresno
Attention: Dennis Jones
2600 Fresno S
treet, Rm 1059
Fresno, CA 93721
Phone: (559) 621-7117
E-mail: [email protected]
c) Not
withstanding 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, Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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.
d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the C ity and the Vendor.

5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement.
[Signatures follow on the next page.]
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
General Services Department
Date
APPROVED AS TO FORM:

ANDREW JANZ
City Attorney
By:

Deputy City Attorney
ATTEST:

TODD STERMER, MMC
City Clerk
By:

Deputy

MYTHICS, LLC DBA MYTHICS VIII,
LLC, a Virginia Limited Liability Company
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:

MYTHICS, LLC DBA MYTHICS VIII, LLC
Attention: ERIC DUNNET
4525 MAIN ST., SUITE 1500
V
IRGINIA BEACH, VA 23462
Phone: (856) 308-0886
E-mail: [email protected]
Attachments:

Exhibit A - Original Solicitation
Exhibit B - Original Government Contract
Exhibit C - City’s Insurance and Indemnity
Exhibit
D - Statement of Work
Christine Charitar
Date
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Kevin Hodgkiss
CFO
9/23/2025
Scott Needleman
SVP, General Counsel
9/23/2025
Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 9/24/2025

EXHIBIT A
Original Solicitation

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Solicitation 180233-RFP

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

ORACLE PRODUCTS AND SERVICES
Bid Number    180233 -RFP
Bid Title    ORACLE PRODUCTS AND SERVICES
Bid Start Date May 18, 2018 2:21:16 PM MST
Bid End Date Jun 26, 2018 2:00:00 PM MST
Question & Answer
End Date Jun 8, 2018 5:00:00 PM MST
Bid Contact    Brian Walsh
Procurement Consultant
602 -506 -3243
[email protected]
Contract Duration    5 years
Contract Renewal    5 annual renewals
Prices Good for    1 year
Pre-Bid Conference  Jun 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 “Lead 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 “Participating 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 “Products and Services”).

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

Item Response Form
Item 180233 -RFP-- 01 -01 - ORACLE PRODUCTS AND SERVICES Quantity 1 each
Prices are not requested for this item.

Delivery Location Maricopa County
No Location Specified
Qty 1
Description
See attached Excel spreadsheet Attachment A
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Bid 180233 -RFP

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

Item Response Form
Item 180233 -RFP-- 01 -01 - ORACLE PRODUCTS AND SERVICES Quantity 1 each
Prices are not requested for this item.

Delivery Location Maricopa County
No Location Specified
Qty 1
Description
See attached Excel spreadsheet Attachment A
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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) and click on the orange ‘Register’ link. Registration has no 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 “180233-RFP REQUEST FOR PROPOSAL FOR ORACLE PRODUCTS AND SERVICES ”.

The Maricopa County Procurement Code (“The Code”) governs this procurement and is 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, 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.

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 (herein “Lead 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 “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complet e line of Oracle Products, Services and Solutions (herein “Products and Services”).

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 Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies;

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

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

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

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

1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES

Oracle Products, Services and Solutions: Offerors are to propose 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 Offerors 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 Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle.

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

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

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

1.3.8 Financing Services– Financing services for orders and solutions.

1.4 U.S. COMMUNITIES

U.S. Communities Government Purchasing Alliance (herein “U.S. Communities”) helps Participating Public Agencies reduce the cost 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 recognized public agencies (herein “Lead Public Agencies”). The contracts are available for use 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 Counties (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 Governors Association (NGA) (herein “National Sponsors”).

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 solicitations, 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. Communities 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 proven 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 Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies’ Master Agreements. Under the terms of the MICPA, the procurement by the Participating 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 Products 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 Advisory 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

U. S. Communities provides marketing support for each Supplier’s products through the following:

 National Sponsors as referenced above,

 Over 90 State and Regional Sponsors,

 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.

 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.)

The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work

The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest.

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 include confirmation from Oracle’s Government Resell Programs Gr oup 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 partners 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 mission 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 specific 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 contract 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 who 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 credentials 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, service, 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:

During the course of this Contract, the County shall provide the Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein.

2.5 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 manufacturers' 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 effective 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 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.

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 web link provided by the Licensor; there is no acceptance period for perpetual licenses.

2.7.2 Engineered Systems and Hardware - For Customer’s Initial purchase of each Engineered Systems or Hardware the Contractor shall provide an acceptance test period (the “Test Period “) that 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 published electronic documentation, (“Specifications”).

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specific project. If County has not given Contractor a written deficiency statement specifying how the Equipment or Software fails to meet the Specification (“Deficiency Statement’) within the Test Period, the Equipment and Soft 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 evaluate 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 termination, Contractor shall, at Contractor’s cost, remove all equipment and so ftware 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.

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 shall be issued, in accordance with the Contractor’s return poli 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 any additional costs associated with such delivery terms and communicate that cost to the County.

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

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

3.3 SHIPPING DOCUMENTS:

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

3.3.1 Contract Serial number.

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3.3.2 Contractor’s name and address.

3.3.3 Using Agency name and address.

3.3.4 Using Agency purchase order number.

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

3.4 PERFORMANCE:

It shall be th e Contractor’s responsibility to meet the proposed performance requirements.

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

3.5 SHIPPING CHARGES:

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

3.5.2 Exceptions to normal shipping charges:

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

3.6 PACKAGING/PACKING:

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

3.7 OPERATING MANUALS:

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

3.8 INSTALLATION:

The Contractor’s price shall include delivery and installation of all equipment in a complete 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 judgments, settlements and court awarded attorney’s fees resulting from a Claim where the claimant is adjudged the successful party in the Claim. Contractor’s obligations under this Section are conditioned on the following: (i) County promptly notifies Contractor of the Claim in writing upon 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, provided that County’s lega l counsel may participate in such defense and settlement, at County’s expense, and (iii) County provides all information and assistance reasonably requested by Contractor to handle the defense or settlement of the Claim. For purposes of this Section, “Claim” means any cause of action in a third party action, suit 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 Bid 180233-RFP
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U.S. patent, copyrigh t or trademark. For the purposes of this section, “Participate and Share in the Costs” means Contractor will assist the County in the defense of the claim, 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 Measures: 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 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 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 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 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 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 the Products. “Third Party Products” means any produc 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 as separate items on Contractor’s price list, quotes, order specifications forms or Documentation.

3.9.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusi 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 updates or fixes for the Contractor Commercial Off the Shelf (“COTS”) application software that Maricopa County has purchased from Contractor 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 agent, 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: 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 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.

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 the sale, assignment, or transfer to any third party of any of Contractor’s 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;

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 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;

3.10.3.3 Contractor discontinues providing full support and maintenance 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 Any change of control of Contractor or Contractor’s parent 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

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 Maricopa 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 source 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 reasonable attorney’s fees, resulting directly or ind irectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by Maricopa County, its 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 to Maricopa County. The Contractor’s disclosure of the source code to Maricopa 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 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 . In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of proposed candidates with equivalent experience. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor.

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

3.11.3 County reserves 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 request, delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit.

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3.16 BACKGROUND CHECK:

Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors and employees and the failure to pass these checks shall deem the respondent non-responsible.

3.17 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 or 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 that 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 Contractor’s invoices.

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 taxes 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 all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation.

3.19 TAX (SERVICES):

No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price.

3.20 TAX (COMMODITIES):

Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes 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 Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal.

3.22 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures.

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 these 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, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying 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 Contract 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 responsible 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 ted time is “late” and will 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 Q&A’s tab for the solicitation and must be received by the end of business, 5:00 PM 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 Proposal 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:

 Respondents shall upload each response document individually.  All documents must be uploaded in their native file format (Word, Excel, etc.).  The following naming convention shall be utilized for each document: Vendor Name – Document Name as indicated in section 5.5.
 In the event that the Respondent would like to request 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.  Proposals shall be signed by an owner, partner or corporate official who 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 Summary – 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 respondent’s best offer for all requirements in section 2.0 (Scope Bid 180233-RFP
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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 respondent’s ability and experience related to the programs and services 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 exceptions and the proposed wording for the Respondent’s except ion under the heading, “Exception to the PROPOSAL Solicitation, SERIAL 18
0233-RFP”. Exceptions that surface
elsewhere and that do not also appear under the heading, “Exceptions to the PROPOSAL Solicitation, SERIAL 180233-RFP,” shall be considered invalid 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. At the County’s option, Respondents 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 Respondent’s Proposed Solution / Compliance with Specifications (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: RESPONDENTS ARE STRONGLY ENCOURAGED TO REVIEW MARICOPA COUNTY’S PROCUREMENT ADMINISTRATIVE INFORMATION PRIOR TO SUBMITTING A BID.

FOR THIS INFORMATION, GO TO: (https://www.maricopa.gov/DocumentCenter/View/6453 ).

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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, understands and agrees that acceptance by Maricopa County of the Respondent’s 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 herewith made a part of this specific procurement.

BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS 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

RESPONDENT’S REFERENCES

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 ADDRES S:

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 times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options.

(ii) Supplier’s sales force (includ 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 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 Agreement are actively supported by Supplier’s senior executive management.

(vi) Supplier shall provide a national/senior management level representative with the authority and responsibil ity to ensure that the Supplier’s Commitments are 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- up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier-based internet web page dedicated to Su pplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page.

(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 the Master Agreement upon the state’s request. Regardless 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.

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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 that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Prod ucts and Services.

(ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under 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 to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower 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 Agencies 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 make 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 contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.

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) Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective 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 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 other 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 Agencies 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 Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation 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 Supplier’s 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 encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall 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 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 Supplier’s name and logo in connection with the advertising, 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 Public Agency, (ii) the Master Agreement provides the Supplier’s best overall pricing and value to 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 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 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 establish the following communication links to facilitate customer access and communication:

(A) A dedicated U.S. Communities internet web-based homepage that is accessible from Supplier’s homepage or main menu navigation containing:

(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) Electronic link to U.S. Communities’ online
registration 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 Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order.

(vi) Supplier’s Performance Review . Upon request by U.S. Communities, Supplier shall particip ate in a performance review meeting with U.S. Communities to evaluate Supplier’s 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 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.

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II. U.S. COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION

The Agreement outlines the Supplier’s general duties and responsibilities in implementing the 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 supplier’s proposal without exception or 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 qualifications 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 Agencies’ sales that you can and 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
Review process & expectations of Lead Referral contact with NAM & 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 NAM Three Weeks Initiate contact with Advisory Board (AB) members Six Weeks Determine PM & Local Metro teams strategy sessions Six Weeks

11. Marketing – see marketing deliverables checklist as reviewed with 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:

NUMBE R OF SALE S

RE PRE SE NTATIVE S CITY STATE
13 Phoenix AZ
6 San Francisco CA
10 Atlanta GA
12 Boise 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:

Segment 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
SUPPLIE R ANNUAL SALE S IN THE UNITE D STATE FOR 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. Provide a list of your company’s ten largest public agency customers, including contact information.

7. Please list any existing regional and/or national cooperative purchasing programs. Provide the entity’s name(s), contract scope, contract term (including contract options) and annual volume by year for each of the last three years.

Order Processing and Distribution

1. Describe your company’s normal order processing 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 Products and Services to the end user.

9. Provide the number, size and location of your company’s distribution facilities, warehouses, support centers and retail network (if applicable).

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

11. If applicable, describe your company’s ability to do business with manufacturer/dealer/distribution organizations that are either small or MWBE businesses as defined by the Small Business Administration.

a. If applicable, describe other ways your company can be sensitive to a Participating Public Agency’s desire 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. Provide a detailed outline of your company’s sales and marketing plan for marketing your of 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 this 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 Section 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. Provide a brief description of your company’s environmental initiatives, including your company’s environmental policies and/or strategies, your investments in being an environmentally preferable product leader, and any resources dedicated to your environmental strategy, including staff.

2. Describe your company’s process for defining, verifying, and labeling green/sustainable products and services in your offering. Explain how you help public agencies navigate toward the green products in your offering through website filters, keyword searches, displaying eco-logos, etc.

3. Describe your company’s recycling services. Describe any buy back or take back options offered for products sold on this contract such as batteries, mercury-containing equipment, paint, chemicals, etc. Describe your company’s 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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EXHIBIT 1

BIDSYNC REGISTRATION AND ELECTRONIC SUBMISSION REQUIREMENTS

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; a. Click the “Search” tab on the top left of the page;
b. Enter keyword or bid (solicitation) number and click “Search”; C. Click on the “Bid title/description” to open the Bid (solicitation) Information Page; D. “View and Accept” documents in the document section; E. Select “Place Offer” found at the bottom of the page; F. Enter your pricing, notes, other required information, and upload attachments to this page; G. Click “Submit” at the bottom of the page;
H. Review Offer(s); and
I. Enter your password and click “Confirm”.

Note that the final step in submitting a response involves the supplier’s acknowledgement that the information and documents entered into the BidSync system are accurate and represent the supplier’s actual proposal, quote or bid.

This acknowledgement is registered in BidSync when the supplier clicks “Confirm”. BidSync will post a notice that 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 accepted. 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 Bid 180233-RFP
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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 will 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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Maricopa County
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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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Maricopa County
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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 Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): (www.gsa.gov ).

2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge.

2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals.

3.0 Commercial air travel shall be reimbursed as follows:

3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available.

3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site.

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

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

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

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

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

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

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Maricopa County
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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, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable.

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

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

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Maricopa County
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EXHIBIT 4

DRAFT CONTRACT

SEE WORD FILE 180233-EXHIBIT 4 DRAFT CONTRACT

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Maricopa County
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EXHIBIT 5

INSURANCE CERTIFICATE EXAMPLE

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Maricopa County
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EXHIBIT 6

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT

This Master Intergovernmental Cooperative Purchasing Agreement (“Agreement”) is made between certain government agencies that execute a Lead Public Agency Certificate (collectively, “Lead Public Agencies”) to be appended and made a part hereof and other government agencies (“Participating Public Agencies”) that 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 their own policies, procedures, rules and regulations, a number of suppliers (each, a “Contract Supplier”) have entered into Master Agreements with Lead Public Agencies to provide a variety of goods, products and services based on national and international volumes (herein “Products and Services”);

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 with and subject to the relevant statutes, ordinances, rules and regulations that govern each party’s 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 Agencies’ procurement of Products and Services.

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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Maricopa County
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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 Participating 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 Participating 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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Maricopa County
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EXHIBIT 7

ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (“ Agreement”) is made as of ________________, by and between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (“ U.S. Communities ”) and _______________________ (“Supplier”).

RECITALS

WHEREAS, (“Lead Public Agency ”) has entered into a certain Master Agreement dated as of even date herewith, referenced as Agreement No. _______, by and between Lead Public Agency and Supplier (as amended from time to time in accordance with the terms thereof, the “ Master Agreement ”) for the purchase of ___________________ (the “Products 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 colleges, colleges and universities, both public and private), other government agency or nonprofit organization (each a “ Public Agency” and collectively, “ Public Agencies”) may purchase Products and Services at the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the Public Agency becomes a “Participating 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. Communities to proceed with administration of the Master Agreement on the same basis as other master agreements;

WHEREAS, “U.S. Communities Government Purchasing Alliance” is a trade name licensed by U.S.

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 apply with equal effect to U.S. Communities under this Agreement including, without limitation, Supplier’s obligation to provide insurance and indemnifications to Lead Public Agency.

1.3 Supplier shall perform all duties, responsibilities and obligations required under the Master Agreement.

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Maricopa County
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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 U.S. Communities’ Representations and Covenants.

(a) Marketing. U.S. Communities shall proactively market the Master Agreement to Public Agencies using resources such as a network of major sponsors including the National League of Cities (NLC), National Association of Counties (NACo), United States Conference of Mayors (USCM), and the Association of School Business Officials (ASBO) (collectively, the “ Founding Co-Sponsors”) and individual national, regional and state-level sponsors. In addition, the U.S. Communities staff shall make best efforts to enhance Supplier’s 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 for the education, training and engagement of Supplier’s sales force as provided herein. Through its staff (eac h, a “Program Manager” and collectively, the “Program Managers”), U.S. Communities shall, with scheduling assistance from Supplier, conduct training sessions and conduct calls jointly with Supplier to Public Agencies. U.S.

Communities shall also provide S upplier with access to U.S. Communities’ private intranet website which provides presentations, documents and information to assist Supplier’s sales force in effectively promoting the Master Agreement.

3.3 Supplier’s Representations and Covenants . Supplier 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 Bid 180233-RFP
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representations and covenants are sometimes referred to as “Supplier’s Commitments” an d 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 Supplier’s primary contractu al offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options.

(ii) Supplier’s sales force (including 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 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 Agreement are actively supported by Supplier’s senior executive management.

Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier- based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page.

(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.

(b) Pricing Commitment.

(ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered un der 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 o the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies.

Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices.

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Maricopa County
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(C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public 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. 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 Supplier’s pricing under the Master 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.

(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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(i) Supplier Sales . Supplier shall be responsible for proactive sales of Supplier’s 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 encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall 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 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 Supplier’s name and logo in connection with the adv ertising, 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 Public Agency, (ii) the Master Agreement provides the Supplier’s best overall pricing and value to 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 submitted to U.S. Communities for review and approval.

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

(A) A dedicated U.S. Communities internet web-based homepage that is accessible from Supplier’s homepage or main menu navigation containing:

(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) Electronic link to U.S. Communities’ online registration 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.

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(vi) Supplier’s Performance Review . Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the 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 Breach of Supplier’s Representations and Covenants . 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 deemed a cause for immediate termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion.

3.5 Indemnity. Supplier hereby agrees 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, losses, 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 Supplier shall, at Supplier’s sole expense, maintain an accounting of all purchases made by 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 have the authority to conduct random audits of Supplier’s pricing that is offered to Participating Public Agencies at U.S. Communities’ sole cost and expense.

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 Agreement, U.S. Communities shall have the ability to conduct a reasonable audit of Supplier’s pricing at Supplier’s 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 shall 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 Bid 180233-RFP
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the amount of two percent (2%) of aggregate purchases made during each calendar month (individually and collectively, “ Administrative Fees ”). Supplier’s annual sales shall be measured on a calendar year basis. All 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 pay to Lead Public Agency five percent (5%) of all Administrative Fees received from Supplier to help offset Lead Public Agency’s costs incurred in connection with managing the Master Agreement nationally.

5.2 Sales Reports. Within thirty (30) days of the 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, summarizing all purchases made under the Master Agreement during such calendar month (“ Sales Report ”). All 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 Supplier’s Sales Reports with Participating Public Agency records or other sales analysis 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 date of such notice to resolve the discrepancy to U.S. Communities’ reasonable satisfa ction. Upon resolution of the discrepancy, Supplier shall remit payment to U.S. Communities’ trustee within fifteen (15) calendar days. Any questions regarding an exception report should be directed to U.S. Communities in writing to [email protected]. If Supplier does not resolve the discrepancy to U.S. Communities’ reasonable satisfaction within thirty (30) days, U.S. Communities shall have the right to engage outside services to conduct an independent audit of Supplier’s reports.

Supplier 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.

Communities shall provide online reporting to Supplier containing Supplier’s sales reporting for such calendar 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) Supplier’s Product Number
(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 Supplier’s Failure to Provide Reports or Pay Administrative Fees . 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 aster Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S.

Communities’ sole discretion. All Administrative Fees not paid within thirty (30) days of the 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.

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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 in U.S. Communities’ sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform U.S. Communities’ obligations hereunder.

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 jurisdiction. This clause shall not preclude parties from seeking provisional Bid 180233-RFP
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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 from 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 relevant 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 employees, 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 inadmissible 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 administration 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)
TIN Supplier ID Account No. Agency Name Dept Name Address City State Zip Agency Type Year Qtr Month Amount 956000735 178 89518997 CITY OF LA/MGMT EMPL SVCS Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 1525.50 956000222 178 34868035 LOS ANGELES COUNTY Facilities 350 S FIGUEROA ST STE 700 LOS ANGELES CA 90071 30 2015 3 1 1603.64 956000735 178 89496461 CITY OF LA/ENVIRON AFFAIR Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 1625.05 956000735 178 89374835 CITY OF LA/COMMUNITY DEV Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 45090.79 066002010 178 328NA0001053 GROTON TOWN OF PUBLIC WORKS Water 123 A St. GROTON CT 06340 20 2015 3 1 318.00 066001854 178 328NA0001051 GROTON CITY OF Administration 123 A St. GROTON CT 06340 20 2015 3 1 212.00 Column Name Required Data Type Length Example Comment
TIN Optional Text 9 956000735 No Dash, Do not omit leading zero.

Supplier ID Yes Number 3 111 See Supplier ID Table Below Account No. Yes Text 25 max
Agency Name Yes Text 255 max
Dept Name Optional Text 255 max
Address Yes Text 255 max
City Yes Text 255 max Los Angeles Must be a valid City name State Yes Text 2 CA
Zip Yes Text 5 90071 No Dash, Do not omit leading zero, Valid zip code Agency Type Yes Number 2 30 See Agency Type Table Below Year Yes Number 4 2010
Qtr Yes Number 1 4
Month Yes Number 2
Amount Yes Number variable 45090.79 Two digit decimal point, no $ sign or commas Agency Type ID Agency Type Description
10 K-12
11 Community College
12 College and University
20 City
21 City Special District
22 Consolidated City/County
30 County
31 County Special District
40 Federal
41 Crown Corporations
50 Housing Authority
80 State Agency
81 Independent Special District
82 Non-Profit
84 Other
Agency Type Table
Sales Report Template

SALES REPORT DATA FORMAT
Depends on supplier account no.

Los Angeles County
Purchasing Dept
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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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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
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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
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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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 62
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 63
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 64
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 65
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 66
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 67
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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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 68
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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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 69
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 70
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 71
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 72
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 73
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 74
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 75
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 76
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 77
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 78
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 EXHIBIT 8
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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 79
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 EXHIBIT 8
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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 80
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 EXHIBIT 8
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
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 81
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 EXHIBIT 8
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

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 82
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

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 Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 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 remedies permitted by law to enforce Contractor’s compliance with the terms of this Master Agreement, including 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. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“ DOL”) regulations (41 CFR Ch. 60);

b. Copeland “Anti -Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR 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 County 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.

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 83
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

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 after 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.

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 84
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

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 requirement. 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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Maricopa County
5/18/2018 3:21 PM
p. 85
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

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 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 86
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

EXHIBIT 12

ORACLE SOFTWARE TERMS AND CONDITIONS

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 87
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 88
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 89
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 90
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 91
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 92
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 93
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 94
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 95
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

EXHIBIT 13

ORACLE CLOUD TERMS AND CONDITIONS

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 96
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 97
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 98
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 99
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 100
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 101
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 102
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 103
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 104
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 105
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

EXHIBIT 14

ORACLE HARDWARE TERMS AND CONDITIONS

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 106
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 107
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 108
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 109
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 110
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 111
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 112
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 113
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 114
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 115
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 116
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 117
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 118
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 119
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 SERIAL 180233-RFP

Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 120
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

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
Bid 180233-RFP
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5/18/2018 3:21 PM
p. 121
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

ATTACHMENT A

PRICING
Bid 180233-RFP
Maricopa County
5/18/2018 3:21 PM
p. 122
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 Perpetual Licenses
Reseller:

1.3.1 Perpetual 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 Applications Named User Plus Application Management Suite for Oracle Fusion Applications Processor 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

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Maricopa County
5/18/2018 3:21 PM
p. 123
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 Perpetual Licenses
Reseller:

1.3.1 Perpetual 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

Bid 180233-RFP
Maricopa County
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Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 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: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 Engineered Systems
Reseller:

1.3.2 Engineered 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 Bid 180233-RFP
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Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 13120 HARDWARE
Reseller:

1.3.3 Hardware, Servers, Storage and Networking
Catalog Products
Insert Percentage
Below
Insert Percentage
Below Insert Percentage Below Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Global Price List - shown in dark grey Min. Discount
Hardware%
First Year Oracle
Premier Support
for Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Premier Support for
Operating
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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Maricopa County
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Reseller:

1.3.4 Cloud 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 Bid 180233-RFP
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1.3.5 Consulting/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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Maricopa County
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1.3.6 Technical Support Services and/or Maintenance Support Services Technical 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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Maricopa County
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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 Bid 180233-RFP
Maricopa County
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Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 Reseller:

1.3.8 Financing Services

PARTNERS TO INSERT FINANCIING SERVICES TAB
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EXHIBIT 4

(DRAFT CONTRACT)

ORACLE PRODUCTS AND SERVICES

This Contract is entered into this _____ day of ____________, 20__ by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and _______________________________, a _________ corporation (“Contractor”) for the purchase of Oracle Products and Services.

1.0 CONTRACT TERM:

1.1 This Contract is for a term of Five (5) years, beginning on the day of , 2018 and ending the day of , 20 23.

1.2 The products and services which are the subject of this Master Agreement (“County Contract”) 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 expiration 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, (or at the County’s 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 transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement.

2.0 PRICE ADJUSTMENTS (applies to percentages in contract):

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

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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) stated in Exhibit “A.”

3.2 Payment shall be made upon the County’s receipt 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 on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.

3.4 PAYMENT RETENTION:

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

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

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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 retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County.

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

3.5 APPLICABLE TAXES:

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

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

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

3.6 TAX (SERVICES):

No tax shall be invoiced or paid against Contr actor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.

3.7 TAX (COMMODITIES):

Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.

3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

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

3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

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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 State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance.

5.0 DUTIES:

5.1 The Contractor shall perform all duties stated in Exhibit “B” , or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer.

5.2 During the Contract term, County may provide Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations.

6.0 TERMS AND CONDITIONS:

6.1 INDEMNIFICATION:

To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, 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 directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder.

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 this 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, Bid 180233-RFP
Maricopa County
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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 harmless the County as provided for in this Section for any judgments, settlements and court awarded attorney’s fees resulting from a Claim where the claimant is adjudged the successful party in the Claim. Contractor’s obligations under this Section are conditioned 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, provided that County’s legal counsel may participate in such defense and settlement, at County’s expense, and (iii) County provides all information and assi stance reasonably requested by Contractor to handle the defense or settlement of the Claim. For purposes of this Section, “Claim” means any cause of action in a third party action, suit or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Contract, infringes a valid U.S. patent, copyright or trademark. For the purposes of this section, “Participate and Share in the Costs” means Contractor will assist the County in the defense of the claim, 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.

6.2.2 Remedial Measures: 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 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 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.

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 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 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 the Products. “Third Party Products” means any products 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 as separate items on Contractor’s price list, quotes, order specifications forms or documentation.

6.2.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusive remedy 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 ff the Shelf (“COTS”) application software that Maricopa County has purchased from Contractor 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 agent, 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: 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 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 the sale, assignment, or transfer to any third party of any of Contractor’s 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 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 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 providing 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 Any change of control of Contractor or Contractor’s pa rent 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 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.

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 reasonable attorney’s fees, r esulting 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 Maricopa County, its employees, agents and third-party contractors.

6.3.4.4 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 to Maricopa County. The Contractor’s disclosure of the source code to Maricopa 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 third 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 ontractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County.

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

6.4.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it.

6.4.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies.

6.4.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its Bid 180233-RFP
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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 Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds.

6.4.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service.

6.4.8 Commercial General Liability:

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

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

6.4.9 Automobile Liability:

Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2 ,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract.

6.4.10 Workers’ Compensation:

Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contrac tor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit.

Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract.

6.4.11 Errors and Omissions (Professional Liability) Insurance:

Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the Contractor, with limits of no less than $2,000,000 for each claim.

6.4.12 Crime:

Contractor shall maintain Commercial Crime Liability Insurance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft, or embezzlement.

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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:

 Each claim $2,000,000
 Annual Aggregate $2,000,000
Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this Contract.

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

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

 Each Claim $2,000,000
 Annual Aggregate $2,000,000
Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation, and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

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

6.4.16 County shall be a Certificate Holder:

Before providing the services as defined above, Developer shall furnish County with Certificates of Insurance evidencing coverage required by this Article. The certificates shall identify County as additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf.

All obligations for occurrence coverage shall survive termination of this Agreement.

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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.

It is understood that the County is “Self -Insured” and a Certificate of Insurance shall be provided by County upon approval of this Agreement by the Parties.

6.4.17 Certificates of Insurance:

6.4.17.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insure 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 acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance.

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

6.4.18 Cancellation and Expiration Notice:

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Con tractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring.

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

6.5 BOND REQUIREMENT (IF REQUIRED FOR ANY PROJECT):

6.5.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor.

6.5.1.1 Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract.

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

6.5.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court.

6.5.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Bid 180233-RFP
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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 countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this State, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best -A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company.

6.6 FORCE MAJEURE:

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, invasion, 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, embargo, 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 steps 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 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 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 identified.

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

6.10 SHIPPING DOCUMENTS:

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

6.10.1 Contract Serial number.

6.10.2 Contractor’s name and address.

6.10.3 Using Agency name and address.

6.10.4 Using Agency purchase order number.

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

6.11 PERFORMANCE:

It shall be the Contractor’s responsibility to meet the proposed performance requirements.

Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to 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:

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6.13 PACKAGING/PACKING:

6.14 OPERATING MANUALS:

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

6.15 INSTALLATION:

The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition.

6.16 ACCEPTANCE (IF APPLICABLE):

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

6.16.2 Engineered Systems and Hardware - For Customer’s Initial purchase of each Engineered Systems or Hardware the Contractor shall provide an acceptance test period (the “Test Period “) th at 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 published electronic documentation, (“Specifications”).

The Test Period shall be for at least ninety (90) calendar days, or as negotiated for that specific project. If County has not given Contractor a written deficiency statement specifying how the Equipment or Software fails to meet the Specification (“Deficiency Statement’) within the Test Period, the Equipment and Soft ware shall be deemed accepted. If Coun ty 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 evaluate 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 termination, Contractor shall, at Contractor’s cost, remove all equipment and software 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 shall be issued, in accordance with the Contractor’s return policy. If a restocki 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 acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires.

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

6.18.3 If any of the services do not conform to Contract requirements, County 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 billing 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 guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved.

6.21 PURCHASE ORDERS:

County reserves the right to cancel Purchase 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 a ware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the Contractor, subcontractors and employees.

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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 Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract.

6.24 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 calenda r 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 provided in the Default, or the Termination for Convenience clause of this Contract.

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

6.25 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 specified 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.

The County’s right to terminate this contract under these subparagraph s 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 INTEREST:

Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person Bid 180233-RFP
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significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the 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 and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the Department of any and all changes concerning permits, insurance or licenses.

6.28.2 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 contract. 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 reference the Contract Number and identify the job project.

6.29.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The subcontractor’s 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 subcontractor’s invoice must accompany the Prime Contractor’s invoice.

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 with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County.

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6.32 STRICT COMPLIANCE:

Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract.

6.33 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 or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder.

6.36 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. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 ) which is
hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin .

6.37 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 that the Contractor, it’s current officers and 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 Bid 180233-RFP
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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 government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other 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 warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer . I-9 forms are available for download at USCIS.GOV.

6.39.2 The County retains the legal right to inspect Contractor 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 County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

6.40 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 any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY

PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED

DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY

COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY

DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS 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 Acquisition 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 clause, 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 200 —UNIFORM 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 Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials.

6.43.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and Bid 180233-RFP
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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 credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County.

6.45 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 Contractor’s obligation regarding such information.

The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract.

The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15
) business days of the written request to do so.

Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination.

6.47 PUBLIC RECORDS:

Under Arizona law, all Contracts are public records and must be retained by the Records Manager at the Office of Procurement Services. Contracts shall be open to public inspection and copying after Contract award and execution, except for such Contracts or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services.

6.48 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 the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County.

6.51 GOVERNING LAW:

This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.

6.52 ORDER OF PRECEDENCE:

In the event of a conflict in the provisions of this Contra ct and Contractor’s license agreement, if 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
There are no questions associated with this bid.

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EXHIBIT B
Original Government Contract

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Contract Mythics, Inc. LLC

DATE OF LAST REVISION: December 10, 2024 CONTRACT END DATE: November 30, 2028

CONTRACT PERIOD THROUGH NOVEMBER 30, 2023 2028

TO: All Departments

FROM: Office of Procurement Services

SUBJECT: Contract for ORACLE PRODUCTS AND SERVICES

Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on December 12, 2018.

All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.

The contract period is indicated above.

BW/mm
Attach

Copy to: Office of Procurement Services
James Foley, OPS

(Please remove Serial 13120-RFP from your contract notebooks)

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ORACLE PRODUCTS AND SERVICES

This Contract is entered into this 12 th d ay of December 2018 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Mythics, Inc . LLC, a Virginia corporation (“Contractor”) for the purchase of Oracle Products and Services.

1.0 CONTRACT TERM:

1.1 This Contract is for a term of Five (5) years, beginning on the 12 th day of December, 2018 and ending the 30th day of November, 2023 2028.

1.2 The products and services which are the subject of this Master Agreement (“County Contract”) may be covered by a software programs license agreement service or maintenance agreement. The term of the service or maintenance agreement shall be governed by that document and may survive the expiration of this Master Agreement.

1.3 The County may, at its option and with the written agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of Five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month 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:

2.0 PRICE ADJUSTMENTS (applies to percentages in contract):

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

3.0 PAYMENTS:

3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.”

3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 3 .3 INVOICES:

• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• County purchase order number
• Project/Task order 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.

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

3.3.6 If an authorized reseller is used per Exhibit H the reseller will invoice the County or Participating Public Agencies based on the approved quote.

3.4 PAYMENT RETENTION (For task order projects as negotiated by user):

3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 s
hall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County.

3.5 APPLICABLE TAXES:

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

3.6 TAX (SERVICES):

No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.

3.7 TAX (COMMODITIES):

Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.

3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

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

3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non -County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures.

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4.2 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.

4.3 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance.

5.0 DUTIES:

5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer.

6.0 TERMS AND CONDITIONS:

6.1 INDEMNIFICATION:

To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts and errors, or willful omissions relating to the performance of this Contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts and errors, or willful omissions in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Notwithstanding anything to the contrary, no provision of this Agreement shall prohibit or affect Contractor’s right to seek contribution from any party responsible for the underlying claim.

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

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

NOTWITHSTANDING ANYTHING TO THE CONTRARY, MYTHICS’ TOTAL LIABILITY

UNDER THIS AGREEMENT, FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE

LIMITED TO THE AMOUNT OF FEES PAID BY COUNTY UNDER THE APPLICABLE STATEMENT OF WORK FROM WHICH SUCH LIABILITY ARISES.

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6 .2 INFRINGEMENT DEFENSE INDEMNIFICATION:

ORACLE STANDARD TERMS AND CONDITIONS SHALL APPLY. (SEE EXHIBIT S C, D

AND E AND F)

Exhibit C - OR ACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.

Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.

Exhibit E - O

RACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND
CONDITIONS v041818 v032819.

Exhibit F - OR ACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC

SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323

6.3 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE):

Source Code Escrow. Oracle confirms that a copy of the source code necessary to support the Programs is maintained or will be placed into escrow. The source code escrow agreement was entered into by Oracle America, Inc. on behalf of all members of the Oracle group of companies (“Oracle Group”) and provides that only if the Oracle Group ceases to be in the business of supporting the Programs, the escrow agent will furnish You with a copy of the escrowed materials that have become unsupported. Any escrowed materials furnished under this provision shall be considered licensed subject to the terms of this Contract and shall be used solely to maintain the Programs. Oracle’s source code escrow agreement is private and confidential and is not available for release to You. Oracle does not deposit source code for any third party programs. Upon request from You, Oracle will register You with Oracle’s escrow agent as a beneficiary under Oracle’s source code escrow agreement. To request registration, You must email Oracle at source -code- [email protected]. Thereafter, and provided that You are current on technical support for the Programs for which technical support is offered, You will be contacted on an annual basis to confirm whether You require Your registration to continue.

6.4 INSURANCE:

6.4.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County.

6.4.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it.

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6.4.8 Commercial General Liability:

6.4.9 Automobile Liability:

Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non -owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract.

6.4.10 Workers’ Compensation:

Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit.

6.4.11 Errors and Omissions (Professional Liability) Insurance:

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6. 4.12 Crime:

6.4.13 Cyber:

Policy Limit:

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

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

6.4.13.3 The policy shall include coverage for third party fidelity.

6.4.13.4 The policy shall include coverage for theft.

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

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

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

6.4.14 Technology Errors & Omission Insurance:

• Each claim $2,000,000
• Annual Aggregate $2,000,000
Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this Contract.

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

• Each Claim $2,000,000
• Annual Aggregate $2,000,000
Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation, and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

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6. 4.16 County shall be a Certificate Holder:

All obligations for occurrence coverage shall survive termination of this Agreement.

Other insurance policies required hereby shall expressly provide that such policies shall not be canceled, terminated or materially altered without thirty (30) days prior written notice to County.

All insurance obligations of this Article shall survive termination of this Agreement.

It is understood that the County is “Self- Insured” and a Certificate of Insurance shall be provided by County upon approval of this Agreement by the Parties.

6.4.17 Certificates of Insurance:

6.4.17.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title.

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

6.4.18 Cancellation and Expiration Notice:

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring.

Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 160 South 4
th Avenue Street, Phoenix, AZ
85003, or emailed to the Procurement Officer noted in the solicitation.

6.5 BOND REQUIREMENT (IF REQUIRED FOR ANY PROJECT):

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6.5.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency.

6.6 FORCE MAJEURE:

APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. ( SEE
EXHIBITS C, D, AND E AND F).

Exhibit C - OR ACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.

Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.

Exhibit E - O

RACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND
CONDITIONS v041818 v032819.

Exhibit F - OR ACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC

SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323

6.7 WARRANTY (IF APPLICABLE):

APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. ( SEE

EXHIBITS C, D, AND E AND F)

Exhibit C - OR

ACLE SOFTWARE PROGRAMS AND/OR SERVICES US
COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.

Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.

Exhibit E - O

RACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND
CONDITIONS v041818 v032819.

Exhibit F - OR ACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC

SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 6 .8 DELIVERY:

6.8.1 Delivery shall specified on each order.

6.8.2 Exceptions to delivery schedule will be special order items that shall be identified.

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

6.9 EXPEDITED DELIVERY:

6.10 SHIPPING DOCUMENTS:

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

6.10.1 Contract Serial number.

6.10.2 Contractor’s name and address.

6.10.3 Using Agency name and address.

6.10.4 Using Agency purchase order number.

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

6.11 PERFORMANCE:

It shall be the Contractor’s responsibility to meet the proposed performance requirements.

Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to correct the deficient service within 30 days after written notice.

6.12 SHIPPING CHARGES:

6.12.1 Unless expressly included in an Oracle product or service Stocking Keep Unit (SKU) all shipping charges are separately orderable SKUs. FOB: Destination.

6.12.2 Exceptions to normal shipping charges:

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

6.13 PACKAGING/PACKING:

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 14 OPERATING MANUALS:

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

6.15 INSTALLATION:

The Contractor’s price shall include delivery and, if requested at the time of quote/bid, installation of all equipment in a complete operating condition.

6.16 ACCEPTANCE (IF APPLICABLE):

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

6.16.2 Engineered Systems and Hardware – Acceptance is upon delivery.

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

6.17 RETURN POLICY:

All orders are non-cancellable and non-refundable.

6.18 INSPECTION OF SERVICES (IF APPLICABLE):

6.18.3 If any of the services do not conform to Contract requirements, County is entitled to the r
emedies provided hereunder the Oracle Standard Terms and Conditions. y:

6.18.3.1 With regard to services performed by Oracle:

If any of the Oracle Cloud Services do not conform to Contract requirements, County is entitled to the remedies provided under Exhibit D

ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL
TERMS AND CONDITIONS v041818.

If any of the Oracle ACS Services do not conform to Contract requ
irements, County is entitled to the remedies provided under Exhibit E

ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS
AND CONDITIONS v041818 v032819.

The parties agree that Oracle Technical Support Services and/or Maintenance Support Services will be provided in accordance with Oracle’s Technical Support Policies in effect at the time the services are provided.

You may access the current version of the technical support policies at http://www.oracle.com/us/support/policies/index.html.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6 .18.3.2 With regard to professional services performed by Mythics:

Mythics professional services will be performed in accordance with a quoted Statement of Work that will be incorporated in the Contractor ordering documents. County remedies shall be as stated within these Contractor ordering documents.

6.19 ORDERING AUTHORITY:

6.20 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:

6.21 BACKGROUND CHECK (IF REQUIRED BY PROJECT):

Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the Contractor, subcontractors and employees.

6.22 SUSPENSION OF WORK: (THIS PROVISION SHALL NOT APPLY TO ORACLE CLOUD

SERVICES)

6.23 STOP WORK ORDER:

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

6.23.1 Cancel the stop work order; or

6.23.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 23.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor.

6.24 TERMINATION FOR CONVENIENCE:

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

6.25 TERMINATION FOR DEFAULT:

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

6.25.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension;

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

6.25.3 Perform any of the other provisions of this Contract.

The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure.

6.26 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

Notice is given that pursuant to A.R.S. § 38- 511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38 -511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the Contract.

6.27 CONTRACTOR LICENSE REQUIREMENT:

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

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

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 28 SUBCONTRACTING:

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

6.28.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The subcontractor’s 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 subcontractor’s invoice must accompany the Prime Contractor’s invoice.

6.29 AMENDMENTS:

6.30 ADDITIONS/DELETIONS OF REQUIREMENTS:

6.31 STRICT COMPLIANCE:

6.32 VALIDITY:

The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract.

6.33 SEVERABILITY:

The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract.

6.34 RIGHTS IN DATA:

6.35 NON-DISCRIMINATION:

Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009 -09 supersedes Executive order 99- 4 and amends Executive order 75- 5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 36 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:

6.36.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors;

6.36.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction;

6.36.1.2 have not within three (3) year period preceding this Contract;

6.36.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and

6.36.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract;

6.36.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default.

6.36.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution.

6.36.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors ) and in all solicitations for lower tier covered transactions related to this Contract.

6.37 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41 -4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:

6.37.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e -verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I -9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer . I-9 forms are available for download at USCIS.GOV.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 37.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.37.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

6.38 INFLUENCE:

As prescribed in 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:

6.38.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy,

6.38.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind.

ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY

PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED

DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE -EXISTING BUSINESS WITH THE COUNTY. ANY

COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY

DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS.

6.39 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:

6.39.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112– 239) and section

3.908 of the Federal Acquisition Regulation;

6.39.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request.

6.39.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 40 UNIFORM ADMINISTRATIVE REQUIREMENTS:

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

6.41 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW:

6.41.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back -up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials.

6.41.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records and back -up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented.

6.42 AUDIT DISALLOWANCES:

6.43 OFFSET FOR DAMAGES:

6.44 CONFIDENTIAL INFORMATION:

Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 45 PUBLIC RECORDS:

6.46 PRICES:

Contractor will make reasonable efforts to seek approval from Oracle to extend to County under this Contract prices that are no higher than those paid by any other customer for these or similar services.

6.47 INTEGRATION:

6.48 RELATIONSHIPS:

6.48.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co- employee, partnership, principal and agent, or joint venture between the County and the Contractor.

6.48.2 The County reserves the right of final approval on proposed staff for all Task Orders.

6.49 CHANGES:

In the event of a change to the distribution or reseller agreement between Contractor and Oracle, changes to the license definitions and rules and/or changes to Global Price Lists, Contractor may submit such changes as Oracle requires under Contractor’ distribution in writing to the County for review. The County shall have thirty (30) days to accept or reject those changes. In the event the County accepts the new terms and conditions, the County shall notify Contractor in writing of such acceptance and the parties will negotiate and execute an Amendment to this Contract to incorporate such changes. If Contractor and the County cannot reach agreement to the proposed changes or the County fails to respond to Contractor request within thirty (30) days of receiving notice from Contractor, Contractor may terminate this Contract.

6.50 GOVERNING LAW:

This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.

6.51 ORDER OF PRECEDENCE:

In the event of a conflict in the provisions of this Contract and the Oracle Standard Terms (See Exh
ibits C, D, and E and F) and Conditions the terms of this Contract shall prevail, except the Oracle Standard Terms and Conditions shall prevail where it pertains to the use of the Oracle products and services.

6.52 IN
CORPORATION OF DOCUMENTS:

The following are to be attached to and made part of this Contract:

6.52.1 Exhibit A, Pricing;
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 52.2 Exhibit B, Scope of Work;

6.52.3 Exhibit C, Oracle Software Standard Terms and Conditions for Products and Services

ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819;

6.52.4 Exhibit D, Oracle Cloud Services Terms and Conditions; O RACLE CLOUD

SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818;

6.52.5 Exhibit E, O racle Hardware Terms and Conditions ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818
v032819;

6.52.6 Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL

PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX,
ORACLE VM AND VERRAZZANO SERVICES v190712 012323

6.52.7 Exhibit F G, Office of Procurement Services Contractor Travel and Per Diem Policy

6.52.8 Exhibit H, Reseller Purchase and Invoice Process

6.52.9 Exhibit I – Professional Services Terms and Conditions

NOTICES:

All notices given pursuant to the terms of this Contract shall be addressed to:

For County:

Maricopa County
Office of Procurement Services
ATTN: Contract Administration
160 South 4
th Avenue 301 W. Jefferson St., Suite 700
Phoenix, Arizona 85003

For Contractor:

Mythics, Inc. LLC.

ATTN: Contract Vehicle Management
4525 Main Street
Suite 1500
Virginia Beach, VA 23462
Email: [email protected]

6.53 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01:

If Contractor engages in for -profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

6. 54 FORCED LABOR:

6.54.1 By submitting a bid for this solicitation and/or entering into a contract as a result of t
his solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35 -394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions.

6.54.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use:

6.54.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China.

6.54.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

6.54.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

6.54.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end of the 180 days period, the agreement terminates on the agreement termination date.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT A

PRICING

SERIAL 180233-RFP
NIGP CODE: 20655
RESPONDENT'S NAME: Mythics, Inc. LLC.

COUNTY VENDOR NUMBER: VS0000003170
ADDRESS: 4525 Main Street, Suite 1500, VA Beach, VA 23462 P.O. ADDRESS:

TELEPHONE NUMBER: 757-493-3010 757-226-7713
FACSIMILE NUMBER: 757-266-0013
WEB SITE: www.mythics.com
CONTACT (REPRESENTATIVE): Dale Darr Anna Decker Ben Hinkel REPRESENTATIVE'S E-MAIL ADDRESS: Dedarr [email protected] YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [X] [ ] PAYMENT TERMS. [X] NET 30 DAYS

Product
Discount
Support
Discount

1.3.1 Perpetual License Recap
MINIMUM DISCOUNTS 29% 22%

1.3.2 Engineered Systems Recap
MINIMUM DISCOUNTS SEE TAB FOR DETAILED PRICING 20% 22%

1.3.3 Hardware Recap
AVERAGE DISCOUNTS SEE TAB FOR DETAILED PRICING 19% 22%

1.3.4 Cloud Services Recap
MINIMUM DISCOUNTS SEE TAB FOR DETAILED PRICING 30% NA

1.3.5 Professional Services Recap

SEE TAB FOR PROFESSIONAL SERVICES

BY TASK ORDER ONLY

1.3.6 Support Services Recap

SEE TAB FOR SUPPORT SERVICES

BY TASK ORDER ONLY

1.3.7 Training Recap

AVERAGE DISCOUNTS SEE TAB FOR DETAILED PRICING
26%
5% Eff.
01/01/22 NA

1.3.8 Financing Recap

BY TASK ORDER ONLY

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

1.3.1 Perpetual Licenses Catalog Products
Insert
Percentage
Below
Insert
Percentage
Below
Global Price List - shown in dark grey
Min. Discount
fo
r Licenses
XX%
First Year
Maintenance
Percentage
based on
discounted
license Cost
Technology Global Price List Products 29% 22%

Oracle Fusion Applications Component Global Price List 29% 22%

Oracle E-Business Suite Applications Global Price List Component Pricing 29% 22%

Oracle Business Intelligence Applications Global Price List Component Pricing 29% 22%

Peoplesoft Component Global Price List 29% 22%

JD Edwards Component Global Price List 29% 22%

Oracle Construction & Engineering Global Price List 29% 22%

Siebel CRM Component Global Price List 29% 22%

Oracle Application Integration Architecture Global Price List 29% 22%

Oracle MySQL Subscriptions –*Eff. 5-1-20* 28% n/a

Oracle Linux and VM Services Global Price List-*Eff. 9-20-19* 2% n/a

Java SE Subscription Global Price List-*Eff. 9-20-19*
Eff. 01/01/22
2%

0.5% n/a

Oracle Utilities Global Price List -*Eff. 5-17-2023 2% n/a

DISCOUNT END USER WITH
BUDGET LESS THAN $100
MILLION (applies only to
applications and excludes Siebel
CRM, Professional Edition,
Primavera and SaaS offerings)

DISCOUNT END USER

WITH BUDGET MORE
THAN $100 MILLION

ORACLE PRODUCTS

TRANSACTION BANDS FOR

PRODUCT

0-$25000 46% 29%
$25000-$100,000 46% 29%
$100,000-$250,000 46% 29%
$250,000-$1,000,000 47% 34%
$1,000,000- PLUS 48% 34%
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

1.3.2 Engineered Systems Catalog Products
Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Oracle Engineered Systems Global
Price List
Min. Discount
Eng Systems
Hardware%
First Year Oracle
Premier Support
for Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Premier Support
for Operating
Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Customer Data
and Device
Retention
Percentage based
on discounted
Hardware Cost
Min. Discount for
Licenses XX%
First Year SULS
Percentage based
on discounted
license Cost
Hardware 20% 12% 8% 3%
Engineered Systems Software 29% 22%

Systems Hardware and
Software Global Price List

Oracle Hardware Category L 22% 12% 8% 3% 29% 22%
Oracle Hardware Category U 17% 12% 8% 3% 29% 22%
Oracle Hardware Category V 25% 12% 8% 3% 29% 22%
Oracle Hardware Category X 35% 12% 8% 3% 29% 22%

Oracle Hardware Category Z
(X9 and Earlier
Generations) Eff. 10-01-24
10% 12% 8% 3% 29% 22%

Oracle Hardware Category
Z (X10 and Future
Generations) Eff. 10-01-24
5% 12% 8% 3% 29% 22%
Oracle Hardware Category Y 2%
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

1.3.4 Cloud Services Catalog Products

Insert Percentage
Below
Global Price List - shown in dark grey Min. Discount for Service XX%
Oracle Cloud Software as a Service (SaaS)
Oracle RightNow Global Price List 30%

Oracle Taleo Cloud Service Global Price List 30%

Oracle Fusion Cloud Service Global Price List 30%

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 0%

Oracle Construction and Engineering Global Price List (CEGBU) (cloud eligible offerings) 2%

1.3.5 Consulting/Professional Services
All Professional Services work shall be by Task Order
Labor Rate(s)
Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Application
Developer $ 137.89 $ 140.65 $ 143.46 $ 146.33 $ 149.26 $152.54 $155.90 $163.69 $171.88 $180.47

Associate
Consultant $ 99.81 $ 101.81 $ 103.84 $ 105.92
$ 108.04
Eff. 3-22-23
$96.93
$99.06 $101.24 $106.30 $111.62 $117.20

Consulting/
Engineer
$ 124.76 $ 127.26 $ 129.80 $ 132.40
$ 135.04
Eff. 3-22-23
$130.80
$133.68 $136.62 $143.45 $150.62 $158.15

Director/
Engineer $ 190.43 $ 194.24 $ 198.12 $ 202.09 $ 206.13 $210.66 $215.30 $226.06 $237.37 $249.24

Installation
Engineer $ 124.76 $ 127.26 $ 129.80 $ 132.40
$ 135.04
Eff. 3-22-23
$130.80
$133.68 $136.62 $143.45 $150.62 $158.15

Managing
Principal
Consultant

$ 190.43 $ 194.24 $ 198.12 $ 202.09 $ 206.13 $210.66 $215.30 $226.06 $237.37 $249.24

Practice
Director $ 216.69 $ 221.02 $ 225.44 $ 229.95 $ 234.55 $239.71 $244.98 $257.23 $270.09 $283.60

Practice
Manager $ 204.29 $ 208.38 $ 212.54 $ 216.79 $ 221.13 $225.99 $230.97 $242.52 $254.64 $267.37

Principal
Consultant $ 151.03 $ 154.05 $ 157.13 $ 160.27 $ 163.48 $167.08 $170.75 $179.29 $188.25 $197.67 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

Project
Manager
/Engineer
$ 169.27 $ 172.66 $ 176.11 $ 179.63 $ 183.22 $187.25 $191.37 $200.94 $210.99 $221.54

Senior
Consultant/
Engineer
$ 137.89 $ 140.65 $ 143.46 $ 146.33 $ 149.26 $152.54 $155.90 $163.69 $171.88 $180.47

Senior Project
Manager $ 192.61 $ 196.46 $ 200.39 $ 204.40 $ 208.49 $213.08 $217.76 $228.65 $240.09 $252.09

Sr. Application
Developer $ 151.03 $ 154.05 $ 157.13 $ 160.27 $ 163.48 $167.08 $170.75 $179.29 $188.25 $197.67

Sr. Practice
Director $ 229.82 $ 234.42 $ 239.10 $ 243.89 $ 248.76 $254.23 $259.83 $272.82 $286.46 $300.78

Sr. Principal
Consultant $ 210.13 $ 214.33 $ 218.62 $ 222.99 $ 227.45 $232.45 $237.57 $249.45 $261.92 $275.01

Sr. Systems
Engineer $ 210.13 $ 214.33 $ 218.62 $ 222.99 $ 227.45 $232.45 $237.57 $249.45 $261.92 $275.01

Staff
Consultant
$ 124.76 $ 127.26 $ 129.80 $ 132.40
$ 135.04
Eff. 3-22-23
$130.80
$133.68 $136.62 $143.45 $150.62 $158.15

Systems
Engineer $ 190.43 $ 194.24 $ 198.12 $ 202.09 $ 206.13 $210.66 $215.30 $226.06 $237.37 $249.24

Cloud Labor Categories
Effective 3-22-2023
Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Cloud Associate
Consultant $129.92 $132.78 $135.70 $142.48 $149.61 $157.09 Cloud Staff
Consultant $175.32 $179.18 $183.12 $192.27 $201.89 $211.98 Cloud Senior
Consultant $203.50 $207.98 $212.55 $223.18 $234.34 $246.06 Cloud Lead
Consultant $224.00 $228.93 $233.96 $245.66 $257.95 $270.84 Cloud Principal
Consultant I $258.30 $263.98 $269.79 $283.28 $297.44 $312.32 Cloud Principal
Consultant II $324.03
$331.16 $338.44 $355.37 $373.13 $391.79
Cloud Senior
Principal
Consultant
$360.04 $367.96 $376.06 $394.86 $414.60 $435.33 Cloud Solutions
Architect $391.43 $400.04 $408.84 $429.28 $450.75 $473.29 Cloud Senior
Solution
Architect
$413.22 $422.31 $431.60 $453.18 $475.84 $499.63 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 C
loud Subject
Matter Expert I $441.45 $451.16 $461.09 $484.14 $508.35 $533.77 Cloud Subject
Matter Expert II $469.63 $479.96 $490.52 $515.05 $540.80 $567.84 Cloud Contracts
Administrator $131.49 $134.38 $137.34 $144.21 $151.42 $158.99 Cloud Project
Manager I $281.78 $287.98 $294.31 $309.03 $324.48 $340.71 Cloud Project
Manager II $300.57 $307.18 $313.94 $329.64 $346.12 $363.43 Cloud Program
Manager $319.34
$326.37 $333.55 $350.22 $367.73 $386.12

1.3.6 Technical Support Services and/or Maintenance Support Services

Technical Support Services and/or Maintenance Support Services fees are calculated as a factor of fees paid on net new licenses and/or hardware, renewal of services thereafter are priced based on a percentage increase over prior years fees and provided in accordance with then current Technical Support Policies.

Note: Oracle University offerings are governed by the Oracle University terms and conditions available at education.oracle.com and incorporated by reference.

1.3.7 Oracle Training and University Products
Oracle University Training
Services
Customer Transaction Band E-Business License and Technical Support Discounts (Enter Discount off of list price.

List price detailed at www.oracle.com/education
$0 - $10,000 15%
$10,001 - $25,000 18%
$25,001 - $50,000 23%
$50,001 - $100,000 28%
$100,001 - $250,000 33%
$250,001 + 38%

Eff. 01/01/22

1.3.7 Oracle University
Cloud Learning
Subscriptions
5% off of list price

1.3.8 Financing Services
All financing will be quoted by using a Task Order

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EFF. 11/01/23

1.3.9 Modernization Services
Patch Management as a Service (PMaaS)

*Bundle of Patch Management as a Service offerings, which includes, On Premises Patch Planning Annual Subscription, ODA Appliance Patch management Annual Subscription, Oracle DB Home Patch Management Annual Subscription, Oracle DB Instance Patch Management Annual Subscription. **Dependent upon purchase of On Premises Patch Planning Annual Subscription. *** Dependent upon purchase of Oracle Cloud Patch Planning Annual Subscription.

Service Name Fixed Price
(Yearly)
Service Description
ODA & Database Patch Management
Annual Subscription*
$49,876.93 Planning and execution of up to 4 patch cycles per year for 1 ODA, 1 Oracle Home, and 1 Oracle
Database
On Premises Patch Planning Annual
Subscription
$31,683.52 Planning and process for up to 4 on prem patch cycles per year
ODA Appliance Patch management
Annual Subscription**
$12,074.92 Up to 4 patch cycles per year for 1 ODA (HW
Only)
Oracle DB Home Patch Management
Annual Subscription**
$5,396.09 Up to 4 patch cycles per year for 1 Oracle DB Home
Oracle DB Instance Patch Management
Annual Subscription**
$722.40 Up to 4 patch cycles per year for 1 Oracle DB
Instance
Quarter Rack Exadata Patch Management
Annual Subscription**
$28,002.63 Up to 4 patch cycles per year for 1 Quarter Rack Exadata
Half Rack Exadata Patch Management
Annual Subscription**
$45,340.23 Up to 4 patch cycles per year for 1 Half Rack Exadata
Full Rack Exadata Patch Management
Annual Subscription**
$74,717.83 Up to 4 patch cycles per year for 1 Full Rack Exadata
Oracle FMW Exadata Patch Management
Annual Subscription**
$13,630.31 Up to 4 patch cycles per year for 1 Oracle FMW Home
Oracle Linux OS Patch Management
Annual Subscription**
$963.20 Up to 12 patch cycles per year for 1 Oracle Linux OS
Oracle Cloud Patch Planning Annual
Subscription
$31,683.52 Planning and process establishment for up to 4 Oracle Cloud patch cycles per year.

Oracle Cloud DBaaS VM Annual Patch
Management Subscription***
$6,690.93 Up to 4 patch cycles per year for 1 OCI DBaaS Instance
Oracle Cloud Compute VM (Linux)
Annual Patch Subscription***
$963.20 UP to 12 Patch cycles per year for 1 OCI Compute VM (Linux)
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT B

SCOPE OF WORK

ORACLE PRODUCTS AND SERVICES

1.0 INTRODUCTION AND BACKGROUND

1.1 MASTER AGREEMENT

Maricopa County (herein “Lead Public Agency”) on behalf of itself and all states, local governments, school districts, public higher education institutions, and other government agencies in the United States of America (herein “Participating Public Agencies”) is awarding this contract to one or more qualified suppliers to enter into a Master Agreement for a complete line of Oracle Products, Services and Solutions (herein “Products and Services”).

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

1.2 OBJECTIVES

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

1.2.2 Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies;

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

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

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

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

1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES

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

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

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

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

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

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

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 1 .3.6 Technical Support Services and/or Maintenance Support Services – telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware.

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

1.3.8 Financing Services– Financing services for orders and solutions.

1.4 INTENT:

The intent of this contract is to establish a nationwide purchasing agreement for the acquisition of Oracle products, services and solutions. The categories of descriptive examples in Section 2.12 are to provide a general, non-inclusive, description of the categories.

Other governmental entities under agreement with the County may have access to products or services provided hereunder (see Sections 3.15, 3.16 and Exhibit 6, MICPA.)

The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill -set to satisfy the County’s needs or to ensure adequate competition on any project or task order work

It is expected that contractors will provide binding written Task Orders to be approved by the using agency for all products or services to be purchased under this contract. If more than one contractor is awarded a contract the members at their discretion may request Task Orders from one or more contractors and select the Task Order that’s best meets their internal interests. .

2.0 SCOPE OF WORK:

2.1 Represent, sell, and service all the Oracle Products listed below (Section 2.12);

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

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

2.4 Throughout the life of this contract, the successful Contractor shall maintain expertise, resources and capabilities to maintain an Oracle Platinum Partnership level.

2.5 Provide commercial hardware, software, services and solutions as ordered under the task order as a member of the Oracle Platinum Partner Network in good standing with all required distribution agreements;

2.6 Perform or have service delivery partners that can provide consulting, assessment, design, integration, installation and management of Services/Solutions at the task order level;

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

2.8 Provide maintenance support Services/Solutions

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

2.10 Provide project specific and overall contract performance reporting, as required.

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

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

2. 12 PRODUCTS AND SERVICES REQUIRED:

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

2.12.2 Engineered Systems – integrated software and hardware systems offered by Oracle.

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

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

2.12.5 Consulting/Professional Services – Consulting and integration services relating to Oracle products and services.

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

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

2.12.8 Financing Services– Financing services for orders and solutions.

2.13 STAFF EXPERIENCE:

2.13.1 For Maricopa County, full -time and part -time staff, proposed consultants and subcontractors who may be assigned direct work for this contract should be identified in any project Task Orders.

2.14 FACILITIES:

During the course of this Contract, the County may provide the Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein.

2.15 TRAINING:

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

2.16 WARRANTY:

APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL.

Exhibit C - OR

ACLE SOFTWARE PROGRAMS AND/OR SERVICES US
COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.

Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818.

Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.

2.17 ACCEPTANCE:

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

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

2. 17.2 Engineered Systems and Hardware – Acceptance is upon delivery.

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

3.0 PROCUREMENT REQUIREMENTS:

3.1 DELIVERY:

3.1.1 Delivery shall be made within 48 hours after receipt of order (ARO) or as agreed with using agency.

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

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

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

3.2 EXPEDITED DELIVERY:

3.3 SHIPPING DOCUMENTS:

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

3.3.1 Contract Serial number.

3.3.2 Contractor’s name and address.

3.3.3 Using Agency name and address.

3.3.4 Using Agency purchase order number.

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

3.4 PERFORMANCE:

It shall be the Contractor’s responsibility to meet the proposed performance requirements.

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

3.5 SHIPPING CHARGES:

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

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 3 .5.2 Exceptions to normal shipping charges:

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

3.6 PACKAGING/PACKING:

3.7 OPERATING MANUALS:

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

3.8 INSTALLATION (If required):

The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition.

3.9 CONTRACTOR EMPLOYEE MANAGEMENT:

3.9.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this Contract. In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of proposed candidates with equivalent experience. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor.

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

3.9.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations.

3.9.4 County reserves the right to request the replacement of Contractor personnel at any time, f
or any reason. Said requested removal shall not be subject to part 3.9.1 3.11.1 of this section.

3.10 TRAINING:

3.11 MAINTENANCE (If Required):

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

3.12 USAGE REPORT:

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

3. 13 BACKGROUND CHECK:

3.14 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

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

3.15 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non -County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT C
ORACLE SOFTWARE STANDART TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES:

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 EX

HIBIT C

ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT D

ORACLE CLOUD SERVICES TERMS AND CONDITIONS

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT E

ORACLE HARDWARE TERMS AND CONDITIONS

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT E

ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 E

XHIBIT F

ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 EX

HIBIT F

ORACLE LINUX AND ORACLE VM SERVICES SU PPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323

Effective 03/22/20 23

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 180233 EXHIBIT F G

OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY

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

2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge.

2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals.

3.0 Commercial air travel shall be reimbursed as follows:

3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre -defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site.

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

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

4. 1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this coverage.

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

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

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

5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre - approved by the County Contract Administrator. These costs include (but not limited to) the following: in - room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 f
uel costs associated with non -County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable.

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

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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HIBIT I

Mythics Professional
and
Modernization Services
Terms and Conditions

*NOTE: The terms and conditions contained herein shall only apply to any member and participating entity of the US Communities Cooperative who is procuring professional or modernization services from Mythics, LLC. Nothing in these terms shall apply to any member or participating entity who is ordering Oracle products. These terms and conditions do not apply to Maricopa County.

Article I – Services

1. Statements of Work. Subject to the terms and conditions of this Agreement, Mythics shall perform the services and/or provide the deliverables specified in one or more Statements of Work that Mythics and Client may enter into from time to time during the Term (each a “Statement of Work” or “SOW”). Each Statement of Work shall specify:
a. the professional services Mythics will provide to the Client under such Statement of Work (the “Services”);
b. the components of the Client Systems for which Mythics will provide such Services, (Mythics- Managed Systems);
c. the deliverables (if any) that Mythics will provide in connection with such Services; d. the fees and costs for Mythics’ provision of such Services; and e. such other elements as the Parties determine are necessary or advisable for purposes of the Statement of Work.

2. Binding Nature of Statements of Work. No Statement of Work shall be effective unless and until executed by both Mythics and the Client. Each fully executed Statement of Work shall be incorporated into this Agreement and subject to its terms and conditions for all purposes. Any executed Statement(s) of Work shall be numbered (or otherwise uniquely identified) and attached to this Agreement.

3. Remote Delivery. Unless otherwise provided in the applicable Statement of Work, Mythics shall provide the Services via a remote delivery model, and Mythics’ personnel will not physically be located on premises controlled by the Client or its Third-Party vendors.

4. Service Recipients. The Services to be provided by Mythics, as detailed in the applicable Statement of Work, shall be exclusively received by and for the internal use of the Client.

Under limited circumstances, Affiliates of Client shall also be entitled to receive the Services, provided (i) that the applicable Statement of Work identifies the Client Affiliate(s) who will benefit from the Services; (ii) that each such Affiliate shall be bound by all obligations contained in the applicable Statement of Work, as though they were the Client; and (iii) that the Client remains fully liable and responsible for the acts or omissions of such Affiliates, to the same extent as if the Client itself had committed the act or made the omission under this Agreement.

There shall be no Third-Party Beneficiaries to the terms and conditions of this Agreement, or the Services outlined in the applicable Statement of Work.

5. Non-Transferability. All Services are intended for the Client named and identified in the Statement of Work and shall not be transferred for the benefit of another Party, either in totality or in part.

6. Excluded Services. The Client is not entitled to any services or work by Mythics under this Agreement other than the Services identified in the applicable Statement of Work. By way of example and not limitation, Mythics shall not be responsible for the work outlined in the Excluded Services section of the Statement of Work, unless expressly agreed to in the applicable Statement of Work or via a fully executed and incorporated Change Order.

Article II – Personnel

1. Selection or Removal of Personnel. Mythics shall control the composition of the personnel team that perform Services under this Agreement, and the Client is not entitled to select specific individuals to perform Services, or to specify that individuals within particular labor categories perform particular Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 S
ervices. Notwithstanding the previous sentence, the Client shall be entitled, for cause, to object individuals assigned to its account and, on good cause shown, Mythics shall remove such individual and assign a new team member in the removed individual’s place.

2. Non-Discrimination. Mythics shall not discriminate against any employee or applicant for employment based upon sex, race, national origin, religion, color, pregnancy, ancestry, age, marital status, veteran status, medical condition or disability, or any other legally protected basis. Mythics shall not discriminate on such bases in any terms and conditions of employment, including, but not limited to, hiring, employment, promotion, demotion or transfer, recruitment, advertising, lay-off, termination, rates of pay or other compensation, and selection for training, including apprenticeship.

3. Background Checks. Mythics complies with laws and regulations pertaining to permitted criminal and other background investigations and screening (collectively, “background screening”) and the permitted uses of the findings of such background screening. Mythics may itself conduct pre-hiring background screening with respect to certain employment positions. If the Client requires background screening of Mythics’ employees or subcontractors, for whom such requested background screening has not already been performed by Mythics, Mythics will conduct such background screening (consistent with applicable law) and the costs of such screening shall constitute Reimbursable Expenses. Mythics will provide the results of the background screening to Client, if requested and if permitted by applicable law. Mythics will not include on the Client’s account individuals who have not passed background screening requirements appropriate for the position at issue.

4. Drug Screening. Mythics’ personnel are all subject to Drug Screening at the time of hire and/or as may be required to enforce its Drug Free Workplace policy. Mythics adheres to the then current standards for Department of Transportation drug testing. Should additional drug screening be required as part of the Statement of Work, Client shall provide such requirements to Mythics prior to the execution of the Statement of Work and Client shall be responsible for the costs associated with any additional drug screenings.

5. Non-Solicitation. To the fullest extent permitted by law, it is expressly agreed that neither Party will directly solicit, hire, consult, or otherwise contract with any employee(s) of the other Party who are associated with the investigation / marketing efforts and subsequent proposals, and/or contract/subcontract efforts called for under this Agreement during the course of this Agreement and for a period of one (1) year thereafter without prior written consent of the other Party. This shall not prohibit one Party from hiring any employee of the other Party who responds to (i) routine employment solicitations, or open house or job fair events, (ii) widely distributed announcements of job openings or (iii) an employee search firm acting on such party’s behalf, so long as the party did not direct or encourage such firm to solicit employees of the other party.

6. Subcontractors. Mythics may utilize subcontractors in the performance of Services. Any subcontractors will be bound by confidentiality obligations no less restrictive than those contained herein. Mythics shall remain responsible for the performance of the Services under the applicable Statement of Work, as well as any subcontractors performing the Services on Mythics’ behalf.

Article III – Compensation

1. Fees. The Client shall pay to Mythics the fees specified in each Statement of work (collectively, “Fees”).

2. Invoices. Unless otherwise specified in a Statement of Work, Mythics shall submit invoices for Fees on a monthly basis, and each invoice shall include the applicable Statement of Work number, the nature of the Services provided, and the period of covered by the invoice. Invoices for Hourly Fees shall include time sheets specifying daily hours for each week, and Mythics shall associate invoiced hours with the tasks specified in the applicable Statement of Work.

3. Payment Terms. Unless otherwise specified in a Statement of Work, all payments from Client to Mythics are due in full within thirty (30) days after receipt of a valid invoice. If Client wishes to dispute any invoice or portion of any invoice, the Client must notify Mythics in writing within thirty (30) calendar days of receipt of Mythics’ invoice, and the written notice must contain (i) the amount disputed, and (ii) sufficient explanation as to the reason for disputing the invoice, such as to allow Mythics to provide a response to the dispute or to correct any issues in a timely fashion. The Parties shall negotiate in good faith to resolve any disputed invoices or portions thereof in an expeditious manner. Any portion of an invoice that is not disputed shall be paid in full in accordance with the terms herein. If any portion of a bill has not been paid, except for items disputed by the Client, within the sixty (60) day period, interest at the rate of 6% per Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 a
nnum, compounded monthly, of all owed amounts, shall automatically be added to the amount owed. If any balance remains outstanding seventy- five (75) days following the date of the invoice, Mythics may terminate this Agreement or any portion thereof. Termination of this Agreement or any portion thereof pursuant to this provision shall not release Client from any of its obligations hereunder. If it becomes necessary for Mythics to pursue any debts owed, Mythics shall be entitled to the recovery of any costs related to collections efforts on any outstanding debts; including, but not limited to, collections fees, legal costs, reasonable attorney’s fees, court costs, and any costs associated with enforcing a judgement.

Client shall confirm via telephone conversation with the appropriate accounts receivable point of contact any changes to routing, banking or other payment-related information. Client shall be solely responsible for ensuring all payments are received by Mythics as required herein.

All payment or invoice inquiries should be directed to the following points of contact:

Mythics, Inc.

Accounts Receivable
4525 Main Street, Suite 1500
Virginia Beach, Virginia 23462
Attn: Accounts Receivable
Telephone: 757-412-4362
Facsimile: 757-963-6198
Email: [email protected]
Client Name
Accounts Payable
Street Address
City, State ZIP
Attn:

Telephone:

Facsimile:

Email:

Article IV – Confidentiality, Indemnity and Limitation of Liability

1. Confidentiality. In performing consulting services under this Agreement, Mythics may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Client. Mythics agrees that Mythics will not, and Mythics’ employees, agents or representatives will not, use, directly or indirectly, such Confidential Information for the benefit of any person, entity or organization other than the Client, or disclose such Confidential Information without the written authorization of the President of the Client, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
“Confidential Information” means information, not generally known, and proprietary to the Client or to a third party for whom the Client is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Client, any vendor names, client and supplier lists, databases, management systems and sales and marketing plans of the Client, any confidential secret development or research work of the Client, or any other confidential information or proprietary aspects of the business of the Client. All information which Mythics acquires or becomes acquainted with during the period of this Agreement, whether developed by Mythics or by others, which Mythics has a reasonable basis to believe to be Confidential Information, or which is treated by the Client as being Confidential Information, shall be presumed to be Confidential Information.

2. Indemnification. Mythics covenants to fully indemnify, save and hold harmless Client, its officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims, demands and actions brought by a third party of any kind on account of 1) personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or 2) property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with services or products provided by Mythics under this agreement which may be attributed to negligence or willful misconduct by Mythics.

In the event an indemnifiable event arises, the Indemnitee shall do the following:

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otifies Mythics promptly in writing, as soon as practicable, but not later than 30 days after the Indemnitee receives notice the claim, (or sooner if required by applicable law); b. gives the Mythics sole control of the defense and any settlement negotiations; and c. gives the Mythics the information, authority, and assistance the Provider needs to defend against or settle the claim.

If the aforementioned requirements are not met, and such action or inaction on the part of the Indemnitee unreasonably hinders or harms Mythics’ ability to adequately defend against such claims, Mythics shall be alleviated from its indemnification obligations and the Indemnitee(s) shall have waived there right to seek such Indemnification. Client may, at any time and for any reason, elect to retain counsel and participate in the defense at its own expense.

3. Intellectual Property Indemnification. If a third party makes a claim against you (“Recipient”), that any information, design, specification, instruction, software, data, or material (“Material”) furnished by Mythics (“Provider”), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider if the Recipient does the following:
a. Notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice the claim, (or sooner if required by applicable law);
b. gives the Provider sole control of the defense and any settlement negotiations; and c. gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.

If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid to the other party for it and any unused, prepaid technical support fees you have paid for the license. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider's user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Mythics will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Mythics. Mythics will not indemnify you for infringement caused by your actions against any third party if the program(s) as delivered to you and used in accordance with the terms of this agreement would not otherwise infringe any third-party intellectual property rights. Mythics will not indemnify you for any claim that is based on: (1) a patent that you were made aware of prior to the effective date of this agreement (pursuant to a claim, demand or notice); or (2) your actions prior to the effective date of this agreement.

This section provides the parties' exclusive remedy for any infringement claims or damages.

4. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR

ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, DATA, USE,

OR SAVINGS) INCURRED BY EITHER PARTY, OR ANY THIRD PARTY, WHETHER IN AN

ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A VIOLATION OF THE CONFIDENTIAL INFORMATION SECTION BELOW, MYTHICS’ TOTAL LIABILITY UNDER

THIS AGREEMENT, FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE

AMOUNT OF FEES PAID BY CLIENT UNDER THE APPLICABLE STATEMENT OF WORK FROM WHICH SUCH LIABILITY ARISES.

Article V – Representations and Warranty

1. Representations. Mythics hereby represents it is a business appropriately registered and in good standing in the applicable jurisdiction and has not been disbarred, recommended for disbarment or otherwise subject to any disciplinary action that would prevent Mythics from fulfilling its obligations under this Agreement.

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hics has also not previously assumed any obligation(s) inconsistent with those undertaken by Mythics pursuant to this Agreement.

2. Warranty. In rendering services under this Agreement, Mythics’ work shall be performed in a good and workmanlike manner by fully qualified personnel, in conformance with the applicable Statement of Work, and in accordance with generally accepted industry standards. Any deliverables shall conform in material respect to the applicable Statement of Work, and deliverables shall not knowingly contain viruses, worms, trojan horses, or other destructive or malicious devices or codes. Mythics shall not use time, materials, or equipment of the Client without the prior written consent of the Client. For the avoidance of doubt, a fully executed Statement of Work shall constitute the necessary consent of the client to use time, materials or equipment of the Client in accordance with the applicable Statement of Work.

THIS WARRANTY IS EXCLUSIVE AND MYTHICS MAKES NO WARRANTIES (AND

EXPRESSLY DISCLAIM ANY AND ALL SUCH WARRANTIES), WHETHER EXPRESS, IMPLIED,

STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. FOR ANY BREACH OF THE WARRANTY, CLIENT’S EXCLUSIVE REMEDY, AND MYTHICS ENTIRE

LIABILITY, SHALL BE THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR IF

MYTHICS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY

REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES PAID TO MYTHICS FOR THE DEFICIENT SERVICES.

Article VI – Performance Conditions

1. Client Obligations. In order to deliver the Services in accordance with the applicable Statement of Work, Mythics necessarily relies on the client for full and timely cooperation, support and information. As such, this section sets forth the Client’s obligations in that regard. Additional obligations may be identified in the applicable Statement of Work, if deemed necessary or appropriate by Mythics. Any failure by Client to fulfill the obligations set forth in this provision may result in the need for a Change Order, due to increased cost or time necessary to perform the Services in the applicable Statement of Work, or as provided for in the terms of this Agreement, termination of the Services. a. Client shall be responsible for the cost of obtaining any necessary background checks or clearances for Mythics personnel.
b. Client shall provide Mythics access to the business, client, and technical information and facilities necessary to perform its contractual obligations.
c. Client shall be responsible for coordinating with other organizations, contractors, and/or Third- Party Vendors to obtain any necessary information in a commercially reasonable time in order to prevent delays in Mythics’ performance.
d. Client shall ensure appropriate personnel are available in a timely manner to meet with Mythics, as necessary, to allow Services to be performed in accordance with the applicable Statement of Work or to address any matters of concern.
e. Unless otherwise addressed in the Statement of Work, Client shall ensure that all relevant in scope Client Systems are up to date with patching and are on the most recent patching cycle at the time of project commencement.
f. Client shall allow Mythics to install and have full access to the Client Systems’ tools necessary for fulfillment of the Services.
g. Client shall provide Mythics with the IT resources necessary to install, configure, and run the automation tools necessary to perform the Services.
h. Client shall provide Mythics with detailed and current change management policies and procedures, in a commercially reasonable amount of time prior to the commencement of any Services, to allow for full review and compliance.
i. Client shall be responsible for all negotiations with hardware, software, or other vendors, or any other contractual relationship between the Client and Third Parties. Mythics, at the request of Client, may provide suggestions regarding optimal product or vendor selection. j. Client shall, during the term of this agreement, be responsible for Client IT infrastructure, including its physical hardware, network connectivity, and on-premises and cloud based Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 e
nvironments, and shall ensure that equipment within the Client IT infrastructure (i) originates from an authorized source, and is not counterfeit or otherwise adulterated; (ii) is supported by the Third Party vendor of such equipment; (iii) is stored and maintained in an appropriate physical location that meets such vendor’s guidelines; and (iv) remains free from environmental influences and conditions that may hinder or impair performance.
k. Client shall, during the term of this Agreement, ensure that Client Software (i) originates from an authorized source and is not counterfeit or otherwise adulterated; (ii) is properly licensed or the subject of a current subscription agreement; and (iii) remains supported by its vendor and has not been deprecated.
l. Client shall ensure that the Client Systems are protected by information security controls consistent with good practice and applicable law, including (i) a licensed, up to date and vendor supported (a) server based antivirus solution that covers servers, desktops, notebooks/laptops, email and all other relevant components of the Client Systems; (b) server based backup solution that can be monitored and that will send notifications on job failures and successes; and (c) hardware firewall between the Client’s internal network and the Internet; (ii) secure encryption of wireless data traffic in the Client environment; and (iii) other requisite physical, technical and administrative controls.
m. Client shall, in accordance with good practice, maintain requisite Client IT Services other than those provided by Mythics in connection with the Services detailed in the Statement of Work. n. Unless otherwise provided for in the applicable Statement of Work, Client shall be responsible for testing and installing necessary updates (and upgrades) to the Client Systems in accordance with good practice.
o. Client shall be solely responsible for the content of all data and information the Client, or its Third-Party vendors, post to the Client Systems.
p. Client shall bear the costs associated with the fulfillment of its responsibilities under this section, unless otherwise provided for in the applicable Statement of Work. q. Client shall be responsible for obtaining and maintaining the necessary insurance policies to cover all its Client owned hardware, software and systems, Property, Personnel and Premises, and any Third Party owned equipment contractually requiring such coverage. r. Client shall ensure that it complies with the requirements and restrictions set forth in the Portal Use and Conditions section in this Agreement.

2. Change Orders. The Parties recognize that various factors may warrant a request by a Party for a proposed change in the nature or scope the Services or in the nature or components of the Client Systems (each such requested change, a “Proposed Change Order”).

Client shall be entitled, at any time and in its discretion, to request a Proposed Change Order with respect to the then-current Services and/or the then-current Client Systems. Upon receipt of a request for a Proposed Change Order, Mythics shall promptly prepare and present a Proposed Change Order to the Client that will include the proposed amount of any necessary increase (or decrease) in the cost of performance resulting from the requested change; and any other material impacts on its performance under the applicable Statement of Work.

Mythics shall be entitled to submit, as may be necessary or desirable, Proposed Change Orders to address a failure by the Client to meet its obligations as outlined in this Agreement or in the applicable Statement of work; inaccuracies in an Initial Systems-Identification; or other good and sufficient cause. In its Proposed Change Order, Mythics shall identify the reasons for its proposal, and the Fees associated with the change in Services or Client Systems.

Promptly upon submission of a Proposed Change Order, the Parties shall meet to negotiate in good faith a resolution to the issues presented in the Proposed Change Order, including equitable adjustments (either increases or decreases) in applicable Fees. Upon mutual acceptance of a Proposed Change Order (as submitted or as may be revised during the good faith negotiations), the Parties shall execute a formal change order reflecting the subject matter and conditions of their negotiations (each a “Change Order”) and attach it to the applicable Statement of Work. Upon execution, the services specified in the Change Order shall be deemed to be “Services” under the applicable Statement of Work.

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failure to agree upon a Proposed Change Order submitted by the Client shall relieve Mythics from proceeding in performance of the Client's Proposed Change Order. A failure to agree upon a Proposed Change Order submitted by Mythics, or on a modification required by a Change in Law, shall, upon good cause shown, relieve Mythics from continuing to provide the affected Service; provided any associated Fees are equitably reduced to account for the reduction in Services, and Mythics shall reflect such reduction in subsequent invoices for the affected Service.

3. Stop Work Orders. Client may, at any time, by delivery of a written Stop Work Order to Mythics, require Mythics to stop any or all of the Work, for thirty (30) calendar days after the Stop Work Order is delivered to Mythics, and for any further period to which the parties may agree. Upon receipt of the Stop Work Order, Mythics will immediately comply with its terms and take reasonable steps to minimize the costs incurred to Client during the applicable Stop Work period. Within thirty (30) calendar days after a Stop Work Order is delivered to Mythics, or within any mutually agreed extension of that period, Client will either cancel the Stop Work Order or terminate the Work, as provided in the Termination clause herein. If a Stop Work Order is cancelled, or the period of the Stop Work Order or any extension thereof expires, Mythics will resume Work. Upon resumption of work, Mythics shall not be required to assign the same personnel to the project. Additionally, Client shall make an equitable adjustment in the delivery schedule, the Contract Amount, or both, if a. the Stop Work Order increased Mythics’ costs or the time required for performance; and b. Mythics asserts its right to an equitable adjustment within thirty (30) calendar days after the end of the applicable Stop Work period. If a Stop Work Order is not cancelled and the Work covered by the Stop Work Order is terminated other than for cause, Client shall allow Mythics to invoice for reasonable costs resulting from the Stop Work Order.

4. Deliverables. If applicable, Mythics shall prepare and provide to Client the reports, documentation, system configurations, root cause analyses, and other materials and/or information as identified in the applicable Statement of Work for delivery by Mythics to the Client (each a “Deliverable”). For the sake of clarity, any Statement of Work billed on a Time and Materials (“T&M”) basis, shall not include any Deliverables unless expressly identified and agreed to in the applicable Statement of Work. a. Form of Deliverables. Deliverables will be provided in English, formatted per Mythics’ guidelines, substantially free of errors, and at a level of detail that is good and sufficient for a person with technical proficiency in the target technology. b. Acceptance of Deliverables. For a period of ten (10) business days after delivery, or such longer period as may be provided under the applicable Statement of Work (the “Evaluation Period”), the Client shall be entitled to review and test a Deliverable to determine whether it complies with such Statement of Work (the “Acceptance Criteria”). If the Deliverable meets the Acceptance Criteria in material respects, the Client shall accept the Deliverable and notify Mythics accordingly. If Client does not provide a response to Mythics’ by the end of the Evaluation Period, the deliverable shall be deemed accepted. If the Deliverable does not comply with Acceptance Criteria in material respects, the Client shall notify Mythics during the Evaluation Period, and provide information and assistance to demonstrate the non-compliance. Mythics shall then remedy the non-compliance, at no additional charge. If the Client does not so notify Mythics during the Evaluation Period of the non-conformance, the Deliverable shall be deemed accepted.

5. Intellectual Property Rights.
a. To Client. Subject to the terms and conditions of this Agreement, Mythics hereby grants to Client, under Mythics’ Intellectual Property Rights and during and after the Term, a non-exclusive, sublicensable, transferable, irrevocable, perpetual, paid-up, worldwide right and license to copy, distribute, modify, perform, use, and otherwise exploit any Deliverables. b. To Mythics. Subject to the terms and conditions of this Agreement, Client hereby grants to Mythics, during the Term only, a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Client Data and Mythics-Managed Systems, solely for the purpose of fulfilling its obligations to the Client under this Agreement, and for no other purpose. c. Ownership Rights. Except for the rights expressly granted under this Article, each Party retains sole ownership and control of its intellectual property rights, including, without limitation, to any proprietary software or methodologies. To the extent the Client provides Mythics feedback, enhancement requests, recommendations, or other information that is generally applicable to managed services, Mythics shall have a paid-up license during and after the Term to use such information in connection with its managed services.

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6. P
ortal Use and Conditions. If the Services outlined in the applicable Statement of Work require the Client to use Mythics’ Managed Services Portal, the Client shall comply with this provision. The Managed Services Portal (also referred to as the “Client Portal”, “CMP software” or “software”), is a proprietary technology (patent pending) leveraged in the provision of the Services and is provided to customer on an “AS IS” basis. Mythics grants to Client a non-exclusive, non-sublicensable, non-transferable, limited license to use the software. Mythics shall retain all rights to the software. By utilizing the software, Client agrees that it will not engage in, or allow any party to engage in, any reverse engineering or reconfiguration of the software. Additionally, Client agrees that it will only use the software for its intended purpose and any violation of this provision shall constitute a material breach of Client’s obligations under this Agreement and may result in Mythics disabling Client’s access to the software and/or termination of this Agreement in whole or in part. As the software is being offered on an “AS IS” basis, Mythics makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.

7. Insurance. Shall be in compliance with those set forth in the requirements of the master US Communities agreement between Mythics and Maricopa County.

Article VII - Term and Termination

1. Term. The term for any Services performed shall be defined in the applicable Statement of Work.

2. Termination for Non-Appropriations. In the event no funds are appropriated for this Agreement, or any Statement(s) of Work issued pursuant to this Agreement, upon providing written notice to Mythics, Client shall have the right in the applicable fiscal year to terminate this Agreement or the Statement(s) of Work impacted by the lack of appropriated funds without penalties of any sort.

3. Termination for Cause. In the event that a Party is in material breach of any obligation under this Agreement, the non-breaching Party may terminate this Agreement for cause after first:
a. providing the breaching Party with written notice of the breach (a “Notice of Breach”) and b. providing thereafter a thirty (30) business day opportunity to cure beginning on the date of receipt by the alleged breaching Party or Parties of the Notice of Breach, provided that if the breaching Party has commenced a cure of the material breach during such cure period and is diligently pursuing such cure, then the breaching Party shall have an additional thirty (30) business days to complete such cure. The Parties may mutually agree to extend the cure period beyond the additional thirty (30) business days.

If the breaching Party does not render a cure within the applicable cure period, or within a mutually agreed upon extended period of time, this Agreement shall be deemed terminated as of the expiration of such applicable cure period.

4. Termination of Individual Statement(s) of Work. Where a non-breaching Party has the right to terminate this Agreement due to a material breach of a Statement of Work, it may in its discretion terminate this Agreement or the Statement of Work affected by the material breach. Any Statement(s) of Work that are not terminated shall continue in full force and effect under this Agreement.

5. Termination for Insolvency. To the extent permitted by law, in the event a Party shall make an assignment for the benefit of creditors or shall have a petition in bankruptcy filed for or against it that is not dismissed within sixty (60) calendar days, the other Party shall have the right to immediately terminate this Agreement.

6. Termination by Mutual Agreement. The Parties may, at any time, agree in writing to terminate this Agreement or any Statement(s) of Work issued pursuant to this Agreement.

7. Termination for Convenience. Mythics may, at any time and upon providing thirty (30) business days written notice to Client, terminate this Agreement without cause.

8. Effect of Termination.
a. Cessation of Services and Access. Upon expiration or termination of this Agreement (subject to the partial termination process set under the subsection titled, Termination of Individual Statement(s) of Work)):
i. Mythics shall cease providing the Services;
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 i
i. Mythics shall disable Client’s access to any Client Portals; iii. the Client shall disable Mythics’ access to any other Client Systems and Mythics shall not exercise or seek to exercise access privileges to such Client Systems; and iv. each Party shall return the other Party’s Confidential Information or certify in writing to its destruction.
b. Return of Equipment. Within 30 days of the expiration or termination of this Agreement, Mythics will return to Client the materials, supplies, equipment, and other items provided or paid for by Client (if any), to the extent not yet fully consumed by Mythics in the performance of the Services.

9. Unpaid Fees Upon Termination. Termination of this Agreement for any reason shall not excuse the Client’s obligation to pay in full any and all undisputed amounts that have accrued, nor shall termination by Mythics’ result in a refund of Fees paid.

Article VIII – General

1. Headings. All headings, titles, subtitles utilized herein are for reference purposes only.

2. Notice(s). All notices, requests, consents, and other communications hereunder (a “Communication”) shall be in writing and shall be deemed to have been given:
a. If mailed, on the date of receipt of such Communication when sent via first class United States registered mail, return receipt requested, postage prepaid to the address listed below for the Party to whom the Communication is being sent (the “Notice Party”); b. If hand delivered or delivered by courier, upon actual delivery of such Communication to the Notice Party at the address listed below for such Notice Party; or c. If sent by electronic mail or other electronic means, on the first business day after the date of the sender’s receipt of a confirmed transmission of such Communication to the Notice Party at the electronic mail address, if any, listed below for such Notice Party provided the party giving such Communication mails a copy of such Communication within two days after the electronic transmission of such Communication by facsimile to the Notice Party.

The addresses, electronic mail address (email), and facsimile numbers for each party to this Agreement, as of the date of this Agreement, are:

If to Client: Client Name
Address
City, State ZIP
Attn:

Telephone:

Facsimile:

Email:

If to Mythics: Mythics, Inc.
4525 Main Street, Suite 1500
Virginia Beach, VA 23462
Attn: Contracts
Telephone: 757-412-4362
Facsimile: 757-412-1060
Email: [email protected]

3. Modification. No modification, termination or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.

4. Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

5. Order of Precedence. In the event of any inconsistencies or conflicts between the terms and conditions herein and other contract documents, the following order or precedence shall be used to determine the which terms will supersede:

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 a. T
he applicable Statement of Work and any fully executed and incorporated Change Orders. b. The terms in this Exhibit I (as may be amended or modified). c. The terms and conditions of the US Communities Contract. d. Any other contract documents.

6. Compliance with the Law. The Parties hereby covenant to comply with all applicable federal, state and local laws and regulations for the duration of this Agreement.

7. Disputes. Disputes under this agreement shall be referred to the appropriate Client president, or their designee, and Mythics’ president, or their designee, thirty (30) days before either party may commence formal proceedings; provided however, that this provision shall not restrain either party from seeking injunctive or equitable relief.

When seeking to resolve a dispute, the party’s designated executives shall consider the types and impacts of the disputed matters, the effect of the dispute on the Program and Client’s success as awardee, the cost to both parties of resolving the dispute and the practical effects on the business of each party resulting from the resolution or failure to resolve any such dispute. In the event that the designated executives are unable to resolve a dispute in the required time or longer, if extended by the mutual agreement of the parties, either party may then submit the matter for formal proceedings which may include litigation or alternate dispute resolution. In the event litigation is necessary to enforce any provision of or resolve any dispute arising out of this Agreement, the Parties agree that any proceeding relating to or arising from the Agreement shall be heard and litigated exclusively in a state or federal court, having appropriate jurisdiction over such matters, located in the Client’s state of incorporation or business operations. Each party hereto consents to the personal jurisdiction in any such action brought in any such court, consents to service of process by registered mail upon each party’s designated legal counsel and waives any objection to venue in any such courts and any claim that any such court is an inconvenient forum. During this process, each party will continue performing its obligations under this Agreement.

8. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Client’s state of incorporation or business operations without giving effect to such State’s principles of conflicts of laws and the laws of the United States of America.

9. Partial Invalidity. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

10. Changes in Law. In the event that Mythics is wholly or partially prevented from or hindered in providing one or more Services by a change in applicable law (or changes in the interpretation or enforcement thereof by a governmental authority with requisite jurisdiction) (each a “Change in Law”), then Mythics shall not be obligated to deliver the affected Services; and the Parties shall treat the Change in Law as a Proposed Change Order and proceed in accordance with the requirements for Change Orders contained herein.

11. Force Majeure. Neither Party shall be liable to the other for any loss, claim or damage as a result of any delay or failure in the performance of any obligation hereunder, directly or indirectly caused by or resulting from: acts of the government; acts of God; acts of third persons; strikes, embargoes, delays in the mail, transportation and delivery; power failures and shortages; fires; floods; epidemics, pandemics and unusually severe weather conditions; or other causes which do not result from the fault or negligence of such Party.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 MY
THICS, INC. LLC., 4525 MAIN STREET, SUITE1500, VIRGINIA BEACH, VA 23462

PRICING SHEET: NIGP CODE 20655

Terms: NET 30

Vendor Number: VS0000003170

Certificates of Insurance Required

Contract Period:

To cover the period ending November 30, 2023 2028.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT C
City’s Insurance and Indemnity
Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 Exhibit C
Insurance and Indemnity

INDEMNIFICATION
To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract.

VENDOR'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.

If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive termination or expiration of this Contract.

INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to VENDOR shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them.

Coverage shall be at least as broad as:

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”

2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Technology Liability (Errors and Omissions) insurance appropriate to VENDOR’S profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by VENDOR in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

5. Cyber Liability (Privacy and Data breach) insurance appropriate to VENDOR’S profession.

MINIMUM LIMITS OF INSURANCE
VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:

1. COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.

2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

4. TECHNOLOGY PROFESSIONAL LIABILITY :
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
5 . CYBER LIABILITY insurance with limits of not less than:
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate
UM

BRELLA OR EXCESS INSURANCE
In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.

EDUCTIBLES AND SELF-INSURED RETENTIONS
VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions.

THER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, VENDOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
(vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY , its officers, officials, agents, employees and volunteers.

The Cyber and Technology Professional Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security.

Such coverage is required for claims involving any professional services for which VENDOR is engaged with the City for such length of time as necessary to cover any and all claims
I
f the Technology Professional and Cyber Liability insurance policies) are written on a claims-made form:

1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by VENDOR.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.

3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 the commencement of work by VENDOR, VENDOR must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.

4. A copy of the claims reporting requirements must be submitted to CITY for review.

5. These requirements shall survive expiration or termination of the Agreement.

Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.

ROVIDING OF DOCUMENTS
VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein.

UBCONTRACTORS
If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.

Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209

EXHIBIT D
Statement of Work
PEOPLESOFT HCM 9.2 MODERNIZATION PROGRAM
AND
SUSTAINMENT TO OCI #84208
City of Fresno
October 1, 2025
Submitted to:

Bryon Horn
Chief Information Officer
[email protected]
Submitted by:

Mythics, LLC.
4525 Main Street, Ste. 1500, Virginia Beach, VA 23462
CAGE: 1TA34 | DUNS: 013358002
Thomas Tretter
Senior Director Consulting Services
Voice : 314-629-3618
[email protected]
“This SOW includes data that shall not be disclosed outside Customer and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this SOW. If, however, a contract is awarded to this offeror as a result of -- or in connection with -- the submission of this data, Customer shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit Customer’s right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained in all pages of this SOW.” Mythics has made every reasonable attempt to ensure that the information contained within this proposal is accurate, current, and properly sets forth the requirements as have been determined at the time of submission. The parties acknowledge and agree that the other party assumes no responsibility for errors that may be contained in or for misinterpretations that readers may infer from this document.

Exhibit D Statement of Work

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 1 About Mythics, LLC dba Mythics VIII, LLC (Mythics)
Our Mission
To enable our customers to solve complex business problems using agile and innovative solutions that leverage industry-leading technologies and our team of talented professionals.

Mythics Overview - Strength through Acquisition
Mythics has brought together three of the most trusted Oracle partners , Mythics, SmartERP, and SpearMC, to create a powerhouse that delivers end -to-end Oracle solutions with options for a global delivery approach. From software licensing to complex cloud implementations and ongoing managed services, we cover the full Oracle stack-SaaS, PaaS, IaaS, and PeopleSoft on-premise applications. Our combined strengths give clients a single, agile partner with the scale to deliver and the specialization to do it right – especially in public sector, higher education, healthcare and commercial industries.

As of May 1, 2025, SpearMC Consulting, Inc. (SpearMC) has officially merged with Mythics, LLC, an award-winning Oracle systems integrator. This strategic merger follows Mythics’ recent acquisition of SmartERP Solutions, Inc., a global enterprise software and consulting firm specializing in Oracle PeopleSoft and Cloud application implementations. No other firm matches our ability to deliver Oracle software and infrastructure, especially within the PeopleSoft space.

Relevant Awards and Accomplishments
The merger combines Mythics’ established leadership in Oracle solutions within the Public Sector with SpearMC and SmartERP’s extensive portfolio of PeopleSoft products and services. The result is a uniquely positioned organization offering a comprehensive range of solutions tailored to meet the needs of both Oracle and PeopleSoft users. Below are key highlights of the newly formed entity:
• #1 Oracle Partner in North American and 10-time Oracle Partner of The Year • 83+ Oracle Partner Network Expertise Certifications - More skills than any other partner • 10-time Oracle Partner of the Year with strategic focus on Federal, State, and Local Government • Supporting all 50 states across multiple Oracle technologies and disciplines • Strong financials backed by over 11,000 clients and annual revenues surpassing $1 billion • Completed more than 150 Oracle Cloud Infrastructure (OCI) projects • Gartner recognized for expertise in Managed Services, PeopleSoft, and OCI • More than 700 subject matter experts across various technical disciplines, including over 150 Oracle Cloud Certified Professionals
• Comprehensive PeopleSoft Training: The broadest and most in-depth library of PeopleSoft training content, available through multiple delivery formats such as Oracle Guided Learning (OGL) in- application training, 24/7 self-access, live virtual public sessions, and customized private client training • ISO 9001:2015 Certified
• World class Net Promoter score of 90

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 2 Quality and Project Management Approach
Mythics recognizes the importance of quality and the controls required to ensure consistent, repeatable high-quality results on all of our client engagements. As such, we undertook an extensive internal effort to analyze, document, and formalize a Mythics Quality Management System (QMS). Our QMS was designed around industry-leading standards (PMI), and covers all aspects of our services organization, from properly scoping and responding to opportunities, into the management and execution of programs, and continues through project close-out and reporting activities.

In 2018, Mythics received ISO 9001:2015 certification through the successful execution of our QMS, and we have maintained this accreditation through external audits ever since. This quality management certification and standard demonstrates our organization’s commitment to quality assurance, control and management. It also confirms our team uses thoroughly defined and proven processes to deliver high-quality solutions to our clients.

Mythics Consulting also has experts on staff that are Agile Certified Scrum Masters (CSM), Project Management Professionals (PMP) and ITIL certified. These advanced IT solution design, quality management and project management certifications ensure our cus tomers are working with expert certified professionals.

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 3 1. Background
The City of Fresno is undertaking a strategic initiative to re-establish full Oracle support for its PeopleSoft HCM applications and get current on the latest application release. To enable this, the City is re-licensing its PeopleSoft HCM applications with Oracle to resume ongoing support and maintenance. This step is necessary to transition from third-party support (previously provided by Rimini Street) back to Oracle support, which includes access to ongoing updates, security patches, and regulatory compliance releases.

As part of this broader effort, the City of Fresno is also migrating its PeopleSoft environments to Oracle Cloud Infrastructure (OCI). The move to OCI will modernize the City’s hosting platform, improve performance and scalability, and allow the City to take advantage of Oracle’s cloud-native tools for environment automation, lifecycle management, and disaster recovery.

Together, the re-licensing and OCI migration reflect the City’s long-term commitment to maintaining a stable, secure, and well-supported PeopleSoft environment, fully aligned with Oracle’s roadmap and best practices.

1.1 PeopleSoft HCM 8.9 to 9.2 Modernization Program Overview The City of Fresno currently operates a shared PeopleSoft server infrastructure, where multiple environments—such as Production, Sandbox, QA, and Development—run on shared hardware. This setup creates challenges related to performance isolation, patching schedules, and change management.

Much of the current infrastructure is built on legacy Solaris 10 hardware, with one server running on Windows Server 2012.

The first phase of the PeopleSoft 9.2 Modernization Program will include the migration of PeopleSoft HCM applications to Oracle Cloud Infrastructure (OCI). The migration to OCI will enable the City to transition to a modern, cloud-based architecture utilizing a combination of Oracle Database as a Service (DBaaS), Oracle Linux, and Microsoft Windows virtual machines. This modernization eliminates aging platforms, improves system supportability, and aligns with Oracle’s current best practices for PeopleSoft deployments.

Each PeopleSoft HCM environment will be provisioned on its own dedicated virtual machine, ensuring better performance isolation, environment stability, and scalability. The move will enable the City to take full advantage of Oracle’s native automation, backup, and lifecycle management tools in the cloud.

In parallel to the Phase 1 OCI migration, the City will upgrade existing PeopleSoft HCM 8.9 applications to the latest PeopleSoft 9.2 release that includes the latest available PeopleTools and PUM image versions. The “get current” application upgrade will enable the City to reestablish access to full Oracle Support and regain access to regular Oracle software updates, security patches, and regulatory compliance updates. Mythics will evaluate all existing PeopleSoft customizations, including Rimini Street custom objects, and work collaboratively with the City to de-customize and move to delivered functionality where feasible. Together, the PeopleSoft upgrade, OCI migration, and de-customization

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 4 efforts will modernize the City’s ERP infrastructure, eliminate technical debt, and operate PeopleSoft in a more secure, scalable, and supportable environment.

The Phase 1 scope of work additionally includes updates to the PeopleSoft HCM Chart of Accounts (COA) structure. Due to the replacement of PeopleSoft Financials with Tyler Financials, the City implemented a new Chart of Accounts (COA) structure and values within the new Financials system.

Rather than updating the legacy PeopleSoft Financials COA setups in PeopleSoft HCM with the Tyler structure and values, a crosswalk was created to translate values on the Payroll transaction accounting interface between the two systems. The delivered PeopleSoft Payroll accounting process and interface to PeopleSoft Financials was also replaced with a custom process and interface for Tyler Financials.

The effort to design and update the PeopleSoft HCM system with a new structure and values has been included in the Phase 1 scope. It is recommended that these changes are implemented as staggered Phase 1 deployment (Phase 1.b) related to the broader upgrade to 9.2 and migration to OCI (Phase 1.a).

The exact timing and deployment methodology will be finalized during the initial planning and design phase of the Program.

Phase 2 of the PeopleSoft 9.2 Modernization Program includes the new implementation of PeopleSoft ePerformance and eCompensation modules. Additional optimization scope for Benefits Administration and core HR will be evaluated for Phase 2 based on the prioritization of Phase 1 scope and ability to implement within the required timelines.

In addition to the Mythics’ professional services, this proposal includes the Oracle Cloud Infrastructure Bill of Materials and the required PeopleSoft application licenses. Further details on each component are provided below.

1.2 Oracle Cloud Infrastructure – Bill of Materials
The Oracle Cloud Infrastructure (OCI) resources required to support the City of Fresno’s PeopleSoft environment are outlined in the Bill of Materials (BOM) provided under Mythics Quote ID CL-CoF- OCI-FY26. This BOM reflects the estimated set of OCI services and quantities necessary to support all PeopleSoft environments (Development, QA, Sandbox, and Production), assuming each environment is running 100% of the time.

The BOM is included as “Appendix B” to this Statement of Work. The City will be invoiced based on actual usage and consumption of OCI resources, not the estimated values listed in the BOM.

1.3 PeopleSoft Applications – Bill of Materials
The Bill of Materials established under Mythics Quote Estimated Number LS-CF-061825 shows the Oracle PeopleSoft licenses and associated Software Update License & Support, purchased under the Enterprise Employee perpetual licensing metric. The scope of the PeopleSoft licenses included in this engagement reflects the functional requirements of the City's PeopleSoft environment. Detailed licensing information is provided in “Appendix D” of this agreement.

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This SOW outlines the key services and work products to be provided by Mythics. Aligned with the understanding and objectives stated above, Mythics will provide the following services based on the functional and technical scope detailed below. The scope of this SOW covers all stages of Mythics’ standard implementation methodology as described below. Mythics’ implementation methodology will be applied to each phase of the PeopleSoft HCM 9.2 Modernization Program.

2.1 Methodology and High-Level Scope of Services
Mythics approaches ERP and business transformation projects with a standard methodology that consists of the following stages.

Initialize and Conceive – Builds project foundation by clearly defining the project objectives, scope, and schedule while establishing the project organization structure, tools, and processes and mobilizing the extended project team.

Design – Begins with series of workshops that result in detailed design requirements and specifications for business processes, system configuration , and development. The design stage typically culminates in demonstrations or a Conference Room Pilot to validate the solution prototype.

Develop – Results in final system configuration, business processes, and completed technical development as inputs for system testing.

Test – Includes various cycles of testing and quality assurance including Unit, System, Integration, Regression, User Acceptance, and Parallel. The output of the Test stage results in a Production ready environment with critical go-live defects resolved.

Deploy – Final stage prior to go -live where deployment and training plans are finalized and executed including communications, end-user training, and migration to production.

Operate & Review – New system and processes are monitored and supported to ensure solution is working as designed. Check points are conducted to identify issues and validate that resolutions are provided. Lessons learned are documented and project closed.

PEOPLESOFT APPLICATION SCOPE:

Technical Pillars PeopleSoft Applications Scope
PeopleSoft HCM Application
Module Scope
• Core HR and Base Benefits (live in Production)
• Payroll (live in Production)
• Time & Labor (live in Production)
• Absence Management (live in Production)
• Benefits Administration (new module)
• ePerformance (new module)
• eCompensation (new module)
PeopleSoft Technology
(current release level)
• PeopleSoft 8.9, patch 17
• PeopleTools 8.51.17

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4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 6 Mythics will provide the following services across each phase of the PeopleSoft HCM 9.2 Modernization Program.

Phase 1.a – 8.9 to 9.2 Upgrade, OCI migration, and Optimization:
• Create OCI Tenancy Architecture and Design to support PeopleSoft 9.2 Applications • Establish network connectivity and build out the Architecture and Design in OCI • Migrate PeopleSoft to OCI - Solaris to Linux conversion included • Setup operational procedures (backups, monitoring)
• Identify customizations and develop a de-customization plan and prioritized roadmap • Upgrade to the latest supported PeopleSoft 9.2 HCM applications • Optimize new 9.2 functionality for existing modules and replace customizations based on de - customization plan priorities
• Perform detailed design fit/gap analysis utilizing the Payroll and Personnel requirements provided in “Appendix C” of this agreement. Mythics performed an initial analysis of the Payroll and Personnel requirements, compared them to delivered PeopleSoft HCM 9.2 functionality, and documented the results of their analysis . Payroll and Personnel also provided their initial prioritizations. Requirements will be further prioritized, estimated for level of effort, and identified for implementation scope based on available budget during the upgrade design phase.

It is expected that requirements will be added and modified during design and priorities will shift based on dependencies and detailed solution design.
• Convert Rimini Tax setups and reporting to delivered PeopleSoft functionality • Retrofit and upgrade existing interfaces and bolt-on customizations • Implement Self-Service Open Enrollment and Benefits Administration • Implement Absence Management, Leave Rule processing, and integration with Payroll • Implement Employee and Manager Self-Service (ESS, MSS) with mobile capability • Post Go live support
• Optional - Sustainment Managed Services (Infrastructure, Database, and PS Admin) Phase 1.b – PeopleSoft Chart of Account Conversion (COA) and Tyler Integration Updates:
• Perform detailed discovery/analysis, determine solutions alternatives, and facilitate the solution decision for representing the Tyler COA structure and values in PeopleSoft HCM. • Design and configure new PeopleSoft Chart of Account structure to accommodate new values that align with the Tyler Munis COA values and eliminate the existing crosswalk. • Modify PeopleSoft Payroll transaction accounting to Tyler Financials interface. • Design and develop new interfaces to update the PeopleSoft COA values based on additions and changes in Tyler Financials.
• Modify the existing custom PeopleSoft Payroll accounting process to populate the custom Payroll accounting entry table with new COA structure and values.

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• Analyze and develop processes to ensure timesheet data imported or interfaced into PeopleSoft reflect the new COA structure and values.
• Additional optimization and de-customization based on priorities and available budget Phase 2 – New Module Implementation and Optimization
• Implement ePerformance module, including the re-design and migration of existing performance management process and documents to PeopleSoft
• Implement eCompensation module, including system based self-service compensation cycle and processes integrated with the new performance management process • Additional optimization and de-customization based on priorities and available budget • Optional - Sustainment Managed Services (Infrastructure, Database, and PS Admin)

2.2 Project Management
Mythics recommends that the client appoint a Project Manager to work with the Mythics Project Manager. The Mythics project manager will work closely with your Project Manager to ensure that schedules coincide with the needs of the project and that any changes or issues are promptly brought to the team’s attention for resolution.

Implementation of projects of this nature require a strong management approach grounded in proven industry standards. Mythics’ project management approach incorporates prior project lessons learned as well as standard project management best practices as codified by the Project Management Institute’s (PMI) Project Management Body of Knowledge (PMBOK). Our approach is based on the five key PMI process groups:
• Initiating,
• Planning,
• Executing,
• Monitoring and Controlling, and
• Closing.

The Mythics Project Manager reports to the Mythics Consulting executive team and ensures all of the procedures and processes below are applied to the project and its delivery. By following this formal and proven process, a continuous and standardized project management procedure is utilized throughout the various tasks assigned to this project.

Staffing Plan
Mythics Oracle certified specialists will be chosen based on their area(s) of expertise and core corporate capabilities. These individuals typically make up our project management team and key technical personnel.

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Mythics pays close attention to staff retention and understands the importance of workforce stability.

Whether we are placing an existing employee or hiring new staff, we look for highly motivated professionals that are passionate about the new position. R etention efforts begin during our interview and hiring processes, where we ensure we have a solid match before we make an offer. For this project, we will assemble a team of proven Mythics members that are all committed to delivering a successful implementation. Mythics will commit to maintaining the assigned project team throughout the implementation and post go live period, barring unforeseen circumstances outside of our control. Should project positions become vacant, we will work with the Client Project Team to identify suitable resources to fill open positions.

Status Reporting
The Mythics PM will be responsible for tracking and reporting the status of the project. This is accomplished through a serious of meetings and reports as detailed in the Communications plan. The status will be delivered on a weekly basis to the customer’s leadership team in the form of a one-page executive update (see below). This executive update will provide a concise project status built around the work completed, upcoming work, milestone status and risks/issues. The information in the weekly status report will be aggregated from several project artifacts, including the Project Plan, Project Schedule, Risk/Issue Register and Action Item tracker.

Mythics will provide a project manager to oversee the Mythics execution of the project. Our PM will • Create Project Schedule and Project Plan
• Develop Communication plan.
• Manage Scope, Schedule, and Budget
• Track progress against schedule
• Manage risk and project execution.

2.3 Oracle Cloud Infrastructure – Tenancy Design
The OCI tenancy is provisioned by Oracle and delivered to the client. Mythics will verify the following support services have been established.
• Setup initial compartments, users, and roles in the environment • Setup limited cloud administrator role to be utilized by project team. • Register and validate CSI# with My Oracle Support
Once the tenancy has been set up, Mythics will provide up to four (4) weeks of support to plan and design the fundamental services required to effectively migrate, run, and manage the applications in the OCI environment. Mythics will bring to the project an initial reference architecture design for a

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1. OCI Logical Architecture – During this workshop the team will • Provide Client an orientation to OCI architecture
• Review options for external infrastructure connectivity/access • Review proposed options for internal infrastructure connectivity/access • Review logical environment layouts (Web/App/Data Tiers for In-Scope Environments)

2. OCI Networking Workshop – Mythics will lead the Client team in defining connectivity from OCI resources to external (On-Prem and non- Client networks). During this workshop the team will review:
• Gateways and routes
• Site to site OCI Gateway VPN
• Remote Access Methods
• Virtual Cloud Network
• Subnets
• Network Security Groups & Rules
• Security Lists & Rules
• Routing Tables
• Gateways

2. OCI Compute & Storage Planning – Mythics will lead the Mythics / Client team in defining the overall compute and storage needs for the project. During this workshop the team will review:
• Role based access controls for compute (user, system, group, policies) • Compute instance details
o OS Type (OEL, Other).
• PeopleSoft application architecture
• Finalize compute and storage needs

3. OCI Database Planning – Mythics will lead the Client team in defining the overall database configuration of our environment. This will include:
• Review the number and types of databases to be configured. • Database sizing
• Availability, backup, and recovery requirements review o Recovery Time Objective
o Recovery Point Objective
o Availability Requirements
o Database backups
o OS-level backups
• Review the appropriate logical/physical migration method and appropriate database synchronization tooling.
• Finalize data migration method and any Client approvals required.

4. OCI Administration, Security & Governance. - Mythics will lead the Mythics / Client team in defining the management and governance practices relevant to OCI architecture. This will include:
• Access policies (MFA, password complexity)
• Compartments
• Groups & Policies
• Audit
During the Governance and security workshop, Mythics will review the basic governance and management of cloud tenancy. Included in this discussion will be a discussion on an exit strategy from OCI should that be necessary. This will include • Database migration tools and methods.
• Application migration tools and methods.

At the conclusion of the workshops, The Mythics team will present an overall OCI Architecture diagram and overall draft design workbook to the client team for review. The design will include Logical Architecture Diagram.
o Environment level breakdown
o Routes
o Gateways
o VCN
o Subnets
o Compute
o Local Storage
o Shared Storage
o Database Layout
• Design Workbook
o Proposed access control approach for OCI
administration - Groups & Policies section
o Routes
o Gateways
o VCN
o Subnets
o Routes/Tables
o Security Lists/Rules
o Compute
o Local Storage
o Shared Storage
▪ Compartments
▪ Groups & Policies

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Using the design developed in the workshops, Mythics will tailor our PeopleSoft terraform scripts to build out the environment described in the design. This will include • Creating the required Virtual Cloud Network (VCN) to run the necessary Compute and Database instances within OCI to support E-Business Suite. This includes such items as Internet Gateway, NAT gateways and service gateways, along with the Security Lists for the applications listed in the environment snapshot
• Creating the necessary compartments to logically separate environments ( development, test, production, DR)
• Creating the necessary compute instances to support the application deployment • Creating and attaching Block Storage to the various Compute Instances as required • Creating and allocating Object Storage as required.
• Deploying the PeopleSoft application to the provisioned application tier.

2.5 PeopleSoft Application Migration
Mythics will migrate the On-Premises PeopleSoft application to OCI. This will be accomplished through several migration iterations as we build out each environment identified in the environment snapshot.

Mythics will refine its steps and approach with each migration applying lessons learned and documenting our steps and procedures in a run book. The run book will be utilized in the final production migration.

Specific migration plans will be detailed by the delivery team, but typical steps include:
• Database Migration. Mythics will migrate the database utilizing standard Oracle tools such as Data Pump, Data Guard or RMAN Duplicate. Specific tooling will be based upon uptime requirements and at the discretion of the project team. • App Tier Migration. Mythics will migrate the PeopleSoft App Tier using such tools as rsync or PeopleSoft Cloud Manager. This will include web tier, app tier and any associated application tier environments.
• Support User Acceptance Testing. User acceptance testing is the responsibility of the client.

Mythics will support User acceptance testing by
• Ensuring the environment is up and running
• Ensuring that testers have the proper roles and accounts • Troubleshooting and resolving any infrastructure issues that prevent testers from completing their tests.
• Review test results and resolve agreed upon issues.

Mythics will use the results identified in testing to refine the migration process and update the runbook. These lessons learned will then be applied to the next environment iteration. • Production Cut -over/Go Live. Mythics will work with the client to perform the final production cutover and go live. This includes the following o Develop cutover communication plan and timeline

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o Final database migration during off hours
o Up to four (4) calendar weeks of post go live support. ▪ Remediation of OCI related issues such as networking, database, storage, and compute
▪ Remediation Interface/Integration related issues

2.6 Setup Environment Operations Processes
Mythics will setup operational processes to support the management and availability of the applications within OCI. This will include
• Implementing database backup procedures - Oracle Database Backups to OCI object storage will be configured to support the client’s backup policies.
• Implementing middleware backup procedures
• Setting up standard thresholds and alerts using OCI notification services. • Integrate OCI logging and monitoring into current NOC & SOC dashboards. • Ingest OCI logs in Splunk if needed.
• Consumption Management - Mythics will establish a consumption management solution that fits the needs of The City of Fresno using:
o Automation scripts: The City of Fresno will have the ability to easily spin up and spin down resources that are not being used on a 24x7 basis
o Monitoring: The City of Fresno will have access to the OCI native cost analysis tools as well as the Mythics Managed Services customer portal to have insight into their environment consumption.
o Alerting: Mythics will set up alerting methods to notify The City of Fresno when a certain percentage of consumption has been reached per month.
o Mythics will provide access to our Base FinOps Service as part of this engagement.

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Mythics and City of Fresno will collaboratively develop the work products listed below pursuant to this Statement of Work. Responsibilities for each activity and work product are defined in the Responsibilities Table below.

Category Responsibilities
Lead The responsible party is accountable for the work product and completion of the task.

This party has primary task completion accountability. Client and Mythics are identified as co-leads where joint accountability is required. Co-leadership recognizes that Mythics cannot complete a deliverable without significant deliverable execution and ownership from Client.

Support The support party assists the Lead in completing the task or work product. • For CLIENT, this may include providing input, participating in task analysis, and contributing to task execution.
• For Mythics, this includes providing templates, standard business practices, subject matter expertise, task analysis, guidance, and/or providing direct contributions to task execution.

Review The review party is responsible for evaluating the completed work product or activity within a timely manner to ensure it meets quality, accuracy, and compliance standards.

Feedback may be provided to the Lead for revisions.

Approve The approve party will formally sign off on the completed work product or activity within a timely manner, indicating final acceptance and readiness for implementation or delivery.

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Responsibilities
Client
Responsibilities
Implementation
Project Plan
The Project plan identifies all project stages,
milestones, key tasks, work products, owners,
estimated start/finish dates, and dependencies. The
project plan will be updated and maintained to
report status throughout the project. Sprint plans
will be utilized during design and development
phases to iteratively design, build, and unit test
application features and processes within the
approved project scope.

Lead, Support Lead, Support,
Review, and
Approve
Project Kick-off
Presentation
The project kick-off will communicate project
objectives, timeline, scope, and expectations to the
core project team and business stakeholders. Key
activities include identifying attendees, scheduling,
preparing, and delivering the presentation. The
presentation will summarize the following.
• Project background and overview
• Methodology and scope
• Timelines
• Project governance and team structure
• Project tools
• Roles & Responsibilities
Lead Support,
Review, and
Approve
PeopleSoft Compare
Reports, Analysis, and
Retrofit Estimates
Mythics will produce and analyze PeopleSoft
compare reports to determine development
estimates and ensure custom code and objects,
including interfaces, function properly. Additional
tasks include:
• Identification of custom code by type
• Review customizations with Client IT staff and
functional team to confirm appropriate
handling of custom code (keep or drop)
• Run SYS & DDDAUDIT to identify technical
issues.
• Estimate effort for development and unit
testing
Lead Support, Review,
and Approve
PeopleTools Upgrade Mythics will lead the upgrade and patching of PeopleTools and PUM versions in the upgrade
development/test, Production, and non-Production
PeopleSoft instances. Work tasks will include, but
are not limited to, the following.
• Install PeopleSoft and related software on OCI.
• PeopleTools upgrade and patching
• Perform initial pass and test moves to Prod
• Environment cloning and refreshes
Lead Support, Review,
and Approve

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Maintenance
Mythics will lead the application of PUM Image
maintenance in non-Production and Production
PeopleSoft instances. Client and Mythics will
collaboratively prioritize new functionality to be
implemented during and after the update project.

Lead Support, Review,
and Approve
RICEW Inventory
Mythics will create a consolidated inventory of all
PeopleSoft RICEW (Reports, Integrations,
Conversion, Enhancements, Workflows)
development objects that may be impacted by
upgrade and maintenance events. The RICEW
Inventory will be utilized to track retrofit activities, metrics and proactively manage custom code
removal and isolation to decrease future effort and
cost.

Lead Support, Review,
and
Approve
RICEW Development
Retrofits
Mythics and Client will complete the retrofit
development for RICEW objects and apply
PeopleSoft lifecycle management tools (e.g., Drop
Zones, Event Mapping, Application Engine Plug Ins)
to existing development objects as applicable.

Lead Lead, Support,
Review, and
Approve
Design Workshops,
Requirements, and
Fit/Gap Analysis
Mythics and Client will co-lead iterative design
workshops to identify and document detailed
business requirements for each PeopleSoft module
in scope. Workshops will allow Mythics to capture
key design elements including business
requirements, fit/gap analysis, solution priorities for implementation, level of effort, configuration,
process changes, policy changes, and information
requirements.

Lead Lead, Support,
Review, and
Approve
PeopleSoft
Configuration
Workbooks
Mythics will document PeopleSoft module setup
changes in the Configuration Workbook deliverable.

Workbook documentation will identify
configurations updates, sample configuration values,
and justification for changes.

Lead Support, Review,
and
Approve
System Configuration
Execution
Once configuration requirements are documented in
the Configuration Workbooks, Mythics will perform
the setup and configuration of PeopleSoft modules
in the designated test environment. This includes
entering configuration values, applying setup
changes, and validating that configurations align
with the approved design specifications. Client is
expected to support configuration execution by
entering a subset of values and reviewing and
approving final values to ensure knowledge transfer
and demonstrate system ownership.

Lead Support, Review,
and
Approve

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(POC)
Demonstrations
Once the system design and initial configuration is
complete and validated in a test environment,
Mythics will demonstrate Proof of Concept (POC)
solutions for key business stakeholders.

Demonstrations will provide stakeholders an
opportunity to refine solution design and
requirements.

Lead Support, Review,
and
Approve
PeopleSoft
Application Security
Design
Mythics will identify and document PeopleSoft
security design changes required to support the new
PeopleSoft 9.2 applications. Security design scope
includes new page access, user profiles, user
preferences, and row level security.

Lead Lead, Support,
Review, and
Approve
PeopleSoft
Application Security
Updates
PeopleSoft security will be configured or modified in
PeopleSoft to support new 9.2 security
requirements. Security changes include roles,
permission lists, user profiles, user preferences, row
level security, and any other applicable 9.2 security
objects. Updates will be applied and tested in
appropriate project test cycles as identified in the
project plan.

Lead Lead, Support,
Review, and
Approve
Batch Schedule
Updates
Required batch process and job updates will be
identified based on new 9.2 requirements, and
application functionality. Batch process and job
update requirements will be documented and
developed within Client’s existing process scheduling
tools.

Lead Support,
Review, and
Approve
Testing Plan The Test plan will provide the approach and plan for conducting the required test cycles and defines the
criteria for success. It will identify the following:
• Testing scope, approach, and deliverables
• Management process for test execution
• Entry and exit criteria
• Test Environments
• Status reporting
• Testing tools
• Test scenarios and relevant test execution values
• Issue resolution and defect management process
Lead Lead, Support,
Review, and
Approve

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4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 17 Unit, System, and
Integration Test
Requirements and
Execution
Mythics will capture test scenario requirements that
will be executed during test cycles for Unit, System,
and Integration testing. Client will provide
requirements and execute testing with Mythics. The
test requirements will provide a structure for
tracking Test execution and metrics.

Lead Lead, Support,
Review, and
Approve
User Acceptance
Testing (UAT) and
Defect Resolution
Mythics will co-lead and support the execution of
UAT with Client’s business process leads and SMEs
assigned to execute testing. UAT will validate system
functionality achieves core business requirements as
observed by independent business stakeholders.

Mythics is responsible for troubleshooting and
resolving critical go-live defects with support from
Client IT.

Lead and Support Lead, Support,
Review, and
Approve
Payroll Reconciliation
and Variance
Resolution
As part of Parallel Testing, Mythics and Client will be responsible for conducting a detailed reconciliation
of payroll results between the legacy and upgraded
systems. Mythics will lead the initial round of Payroll reconciliation and troubleshoot variances across all
rounds. Client will be responsible for the final rounds of Payroll reconciliation analysis and
review/approval.

Reconciliation analysis and resolution include:
• Comparing gross pay, deductions, taxes, and net
pay across both systems
• Identifying and documenting variances
• Investigating root causes
• Collaborating with SMEs to resolve discrepancies
• Producing a Payroll Reconciliation Report
summarizing findings, resolutions, and validation
sign-off
Lead and Support Lead, Support,
Review, and
Approve
Parallel Testing and
Defect Resolution
Mythics will co-lead and support Parallel testing with
Client’s business process leads and SMEs assigned to
execute testing. Parallel testing will utilize
Production time entry data and simulate Payroll
results in an upgraded 9.2 environment. Testing will
be performed with production transaction data
feeds. Mythics is responsible for troubleshooting and
resolving critical go-live defects with support from
Client IT.

Lead and Support Lead, Support,
Review, and
Approve
Training Plan,
Content
Development, and
Delivery
Mythics will co-lead and support development of
training plans, training content, and delivery.

Training plans include identification of business
stakeholder groups that require training due to
change impacts. The plan will outline training and
communication objectives, schedule, formats, and
Lead and Support Lead, Support,
Review, and
Approve

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leads to develop training content specific to
impacted business roles. A train the trainer approach
will be utilized.

Deployment &
Cutover Plans
Mythics will co-lead and track the tasks, timings,
dependencies, documentation, and task owners
responsible for performing the final system
migration to Production. Deployment plans typically
include all required tasks during the weeks and days
leading up to including the day of Production go-live.

Lead and Support Lead, Support,
Review, and
Approve
Post-Production
Support and Defect
Resolution
Mythics will provide functional and development
support to troubleshoot and resolve defects and
issues that arise following the Production go-live
(typically one month after go-live).

Lead and Support Lead, Support,
Review, and
Approve

3. Client Resources and Responsibilities
Client will provide timely access to the following or equivalent resources who will be accountable for the following responsibilities.

Client Program Resources Responsibilities
Executive Sponsor(s) • Provide direction and approval on project scope, timeline, decisions, and budget • Build a coalition of support with other executives, managers, and stakeholders • Help manage resistance and directly communicate objectives with employees • Ensure project direction and requirements align with goals and strategy • Make timely decisions that require executive level input • Actively participate in required meetings throughout the life of the project Project Steering Committee
Members
• Provide direction and approval on project scope, timeline, and budget • Provide direction to team on key project risks, issues, actions, and decisions • Help manage resistance and directly communicate objectives with employees • Support timely resolution of key project risks, actions, issues, and decisions Project Manager • Provide Mythics with guidance on project management standards, processes, and required templates/forms
• Collaborate and split project management and team coordination activities with Mythics Project Manager
• Collaborate with Mythics Project Manager to complete and maintain project plans (scope, timeline, budget, resources) throughout the course of project. • Lead and support communications to Client project resources and stakeholders • Ensure timely deliverable reviews and acceptance from Client approvers • Lead and support resolution of project risks, actions, issues, and decisions PeopleSoft System Manager • Assign and coordinate internal program support resources • Assist with scope management to support planned milestones • Support development and maintenance of PeopleSoft Roadmap • Support escalation and resolution of program issues and risks • Support internal status reporting

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• Troubleshoot defects and develop fixes for PUM image development. • Provide knowledge transfer to Mythics developers for existing RICE objects. • Attend and support project status meetings and communications IT Business Analysts and
systems support staff
• Provide current state RICEW, configuration, process, and other documentation to support knowledge transfer and onboarding of Mythics team members • Provide guidance on current business processes and test requirements as needed • Review and approve Mythics developed test requirements as needed • Support the setup of non-PeopleSoft systems for integration • Execute testing of non-PeopleSoft systems that integrate with PeopleSoft and troubleshoot and resolve defects
• Support the final PeopleSoft upgrade cutover to Production Security Administrator • Provide project team with existing security documentation or design for PeopleSoft 8.9 Production environments
• Assist with development for PeopleSoft security updates for 9.2 including, but not limited to, roles, permission lists, user profiles, user preferences, row level security, and other security objects
• Support the application and unit testing of security updates • Support security related defect troubleshooting and issue resolution • Attend and support project status meetings and communications IT Technical Team
(typically DBA, Network
Admin., Sys. Admin)
• Provide network connectivity for project team.
• Provide networking support to assist in the configuration of necessary connectivity between OCI and On-Premises network.
• Provide administrator access to the client’s OCI tenancy.

HCM, Finance, and
Accounting Subject Matter
Experts
• Provide technical, process, and operations requirements • Provide business process and system documentation for knowledge transfer • Participate in discovery interviews and validate information collected • Identify change impacts and assist with communication planning Business and/or IT SME Test
Analysts
• Document Test scripts and end-to-end test scenarios as pre-requisite to testing • Coordinate PeopleSoft interface testing with third-party application support • Execute testing for PeopleSoft and non-PeopleSoft applications and document status during system and UAT Test cycles
• Support identification of change impacts to business
• Support Test defect troubleshooting, issue resolution, and other testing support • Support final PeopleSoft upgrade cutover to Production and end user support • Attend and support project status meetings and communications Administrative Support • Assist with scheduling meetings and logistics as needed

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Client Program Resources Implementation Effort
Executive Sponsor(s) 0-4 hours/week*
Project Steering Committee Members 0-4 hours/week*
Project Manager 20-30 hours/week*
PeopleSoft System Manager 10-20 hours/week*
PeopleSoft Developers 20-40 hours/week*
IT Business Analysts and systems support staff 0-8 hours/week* Security Administrator 0-8 hours/week*
IT Technical Team 0-4 hours/week*
HCM, Finance, and Accounting Subject Matter Experts 2-16 hours/week* Business and/or IT SME Test Analysts 0-10 hours/week*
Administrative Support As needed
* Estimated time commitments will vary throughout the course of the project for each role. Developer and technical resource effort will be highest during development, testing and deployment. Core team lead roles and subject matter expert effort will be highest during design, testing, training and deployment stages of the project.

4. Program Timeline
The following graphic provides a high-level estimated timeline for Phase 1 of the PeopleSoft HCM 9.2 Modernization Program. Phase 1 scope is estimated to begin in December of 2025 and is dependent on contract execution. The Phase 1 go-live date will be planned and selected upon completion of the design requirements fit/gap analysis and implementation scope prioritization. The exact go -live date will be confirmed and adjusted based on scope, resource availability, and key project dependencies during delivery. Decisions regarding the implementation scope, approach, and resources will impact the target go-live date.

The exact timing and duration of the Phase 2 implementation will be planned and determined during Phase 1. The first Benefits open enrollment period in PeopleSoft 9.2 is estimated to begin in May 2027 with benefit electives going into effect on July 1, 2027.

5. Assumptions
Mythics has made every effort to accurately assess and estimate the required consulting services. As no discovery effort is ever holistically exhaustive, a summary of assumptions made by Mythics in assembling this Statement of Work is below. If any assumptions prove to be invalid during delivery, adjustments to schedule, scope, or budget outlined herein may be required to complete the Description of Services.

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Initiate Design Develop Test Deploy & Support
Phase 1: Move to OCI & HCM 9.2 Upgrade Go-live

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2. Client maintains an active support contract with Oracle for upgrades

3. Client will provide the following project support resources as identified during project scoping meetings.
o Dennis Jones (DBA/Sysadmin/PM) (Minimum: 50% allocation) – PM on upgrade o Sanjay Patteson (DBA/Sysadmin/Developer/Analyst) (Minimum: 50% allocation) – PM/Tech lead on upgrade
o Michael Hindes (Developer/Analyst) (Minimum: 50% allocation) - Developer o Pending PAIV recruitment (Minimum: 25% allocation) – TBD utility (functional/tech development)
o Pending DBA recruitment (Minimum: 50% allocation) – Sys Admin / DBA (Sanjay’s open position)
o Raymond Jin (API Developer/Analyst) (Minimum: 25% allocation) - Integrations

4. Client will designate a Project Sponsor(s) who are leader(s) within the organization. Project Sponsor(s) will be available to validate decisions, resolve risks and issues, and identify key personnel who must be consulted throughout the project delivery.

5. Client will appoint a project Steering Committee, which will be comprised of management and leaders of the company and include Mythics representatives. The Steering Committee will be actively involved in the project and meet regularly to address an agenda (e.g., status updates, risks, issues, decisions, and resource needs) collaboratively developed by Client and Mythics.

The frequency and duration of the meeting may increase during critical times of the project.

6. Members of the Steering Committee will be reasonably available to meet regularly throughout the project at dates and times scheduled and agreed upon in advance.

7. Parallel Payroll Testing requirements:

A minimum of three (3) payroll parallel tests will be completed as part of the system validation process to ensure accuracy, consistency, and compliance of payroll processing in the upgraded PeopleSoft 9.2 environment. Parallel tests shall replicate end-to-end payroll processing using live production data from the current 8.9 environment. The final test cycle shall include:
o First Pay Period of the Month
o Second Pay Period of the Month
o Third Pay Period of the Month
At a minimum, each parallel test must include the following components:
o Gross-to-Net Payroll Calculation Comparison, which will validate that all earnings, deductions, taxes, and net pay amounts match the current production results. o Time & Labor and Absence Integration Validation to ensure accurate integration and processing of time entries and leave balances.

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o Reporting and Audit Trail Verification to confirm that payroll reports, audit logs, and reconciliation outputs are consistent with current standards.

Successful completion of all three parallel tests, with documented sign-off from the City of Fresno, shall be a prerequisite for go-live readiness.

8. Functional Parity between Peoplesoft 8.9 to 9.2 will be maintained, at a minimum, for the existing modules (Core HR, Base Benefits, Payroll, Time & Labor, Absence Management) during the upgrade project. The implementation of new modules and/or functionality (Benefits Administration, ePerformance, eCompensation) is considered separate from the functional parity assurance and shall be governed by their respective implementation design scope, deliverables, and acceptance criteria

9. Client will maintain on premise technical infrastructure (such as hardware, software, and network) needed to complete project work. Unplanned outages or downtime that impact project work will necessitate a change order.

10. Client is responsible for on -premises network configuration and testing. Requests for Mythics assistance with OnPrem to OCI network troubleshooting will necessitate a change request.

11. Client will coordinate any downtime required of existing systems.

12. Client will be responsible for organizational change management activities including but not limited to corporate communications, business process changes, or policy changes.

13. Client business leaders and SMEs will support organization change management and communications by understanding changes that impact their departments, benefits to the organization, and assist the project team in delivering communications to their employees.

14. Client will provide timely access to IT and business personnel to support project activities.

Requests for access to Subject Matter Experts ("SMEs") and other staff will be provided by Mythics in advance with appropriate lead time and addressed by Client in a timely manner to support the project schedule.

15. Client will provide Mythics access to technical resources, information, and facilities necessary to execute the services in this Statement of Work. Client will provide Mythics with remote access, such as VPN, SSH, RDP, etc. as needed.

16. The standard features and functionality of Oracle products are working as they have been designed. If bugs are found with the software, it may affect the timeline and estimated fees.

17. Client HCM business processes do not require significant re-engineering for the upgrade from

8.9 to 9.2 other than taking advantage of new functionality in the updated system.

18. Client will maintain annual technical support for the Oracle software and hardware throughout the term of the services.

19. The Mythics professional working day is eight hours, including reasonable time for meals.

Mythics understands that occasions arise during client engagements that require a longer or shorter working day. Mythics will not extend engagements when delays result from Client inability to meet stated prerequisites prior to an engagement, nor when delays result from Client personnel not being available to provide required support.

20. Client and Mythics will be responsive to inquiries and requests so that the planned project schedule can be met according to plans.

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22. Client will be responsible for managing any third-party resources and applications and ensure that support is available to provide input in a timely manner, according to the work plan or other project communication channels.

23. Client will provide timely access to functional, technical, and testing documentation related to current reports, interfaces, extensions (customizations) and reports including any narratives, process flows, technical architectures, specifications/programming, and application data models as required by the project objectives and scope.

24. Client will provide administrative support to address logistics related to Project activities and events held on site at Client offices such as team meetings, software demonstrations, testing, training, and production support. Administrative support includes reserving office space and conference rooms, ensuring team members have functional internet and telecommunications access, and ensuring any necessary office equipment such as projectors, printers, scanners, white boards, and others are available.

25. Mythics will be entitled to rely on Client’s decisions and representations of fact and key decisions must be made within a reasonable timeframe. Key decisions will be tracked and escalated to the project leadership team.

26. Mythics is responsible for Mythics resources and having them available to the project per the timeline presented by Mythics and approved by Client.

6. Out of Scope Items

1. Re-write of benefits carrier integrations within PeopleSoft. All existing benefit carrier integrations will remain in Personify.

2. New third party system interfaces with the exception of required changes to Personify integration to accommodate open enrollment within PeopleSoft HCM.

7. Change Management
Mythics has made every attempt to accurately estimate time required to successfully complete the project. Both parties acknowledge and agrees that if either causes impediments, complications, or requested changes in scope that the length of the project and associated price could be impacted.

Examples of valid impediments, complications, and changes in scope consist of (but are not limited to):
• Client initiated delay where Client is not prepared to allow Mythics to begin work on the agreed upon start date thus resulting in additional cost to Mythics for resources that have been sent to Client site but cannot begin the Services.
• Mythics initiated delay where Mythics is not prepared to begin work on the agreed upon start date thus resulting in additional hardware costs for the Client or resulting in loss of resource availability.
• Client provided information necessary for timely delivery by Mythics is not accurate.

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• Malfunctioning hardware.
• Inability to access equipment or personnel that are required to complete the project. • Conflicts or incompatibilities associated with the installation of hardware or software installed by Mythics.
• Client increases the scope of services requiring additional labor, hardware, software, materials, or other direct costs.
• Errors made by Mythics during the design, OCI infrastructure build, and/or production/non- production migration phases that increases the scope of services or results in the need for additional time.

If any change(s) from impediments, complications, or changes in the scope of services cause an increase or decrease in the price or level of effort of the SOW, or the time required for the performance of any part of the work to be accomplished hereunder, whether or not such work is specifically identified in the written change, then the price, delivery schedules and other affected provision(s), if any, as applicable, shall be equitably adjusted and shall be modified in writing by an authorized representative of both parties in substantially the same form as Mythics’ Change Order Form, available upon request. Each Change Order shall be governed by the terms of this SOW and shall reference the effective date of this SOW. In the event of a conflict in the terms and conditions of this SOW and the terms and conditions of a Change Order the latter shall take precedence.

Change Control Management
Change Management will ensure that all proposed changes are defined, reviewed, and agreed upon so they can be properly implemented and communicated to all stakeholders. This approach will also ensure that only changes within the scope of this project are approved and implemented.

The Change Management approach consists of three areas:
• Ensure changes are within scope and beneficial to the project • Determine how the change will be implemented
• Manage the change as it is implemented
The Change Management process has been designed to make sure this approach is followed for all changes. By using this approach methodology, the Project Team will prevent unnecessary change from occurring and focus its resources only on beneficial changes within the project scope.

The Change Control Process will follow the organizational standard change process for all projects.

The Mythics project manager will collaborate with the client on all change requests but has overall responsibility for executing the change management process for each change request.

1. Identify the need for a change (Stakeholders) – Change requestor will submit a completed change request form to the project manager.

2. Log change in the change request register (Project Manager) – The project manager will keep a log of all submitted change requests throughout the project’s lifecycle.

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4. Submit change request to CCB (Project Manager) – The project manager will submit the change request, as well as the preliminary analysis, to the CCB for review.

5. Obtain Decision on change request (CCB) – The CCB will discuss the proposed change and decide whether or not it will be approved based on all submitted information.

6. Implement change (Project Manager) – If a change is approved by the CCB, the project manager will update and re-baseline project documentation as necessary.

The Change Control Board (CCB) is the approval authority for all proposed change requests pertaining to the Project. The purpose of the CCB is to review all change requests, determine their impacts on the project risk, scope, cost, and schedule, and to approve or deny each change request. The following chart provides a list of the CCB members:

Position CCB Role
Project Sponsor CCB Chair –
Project Manager CCB Co-Chair
Project Technical Lead CCB Co-Chair
Project Operations Lead CCB Co-Chair

As change requests are submitted to the Mythics Project Manager by the project team/stakeholders, the Project Manager will log the requests in the change log and the CCB will convene every other Friday to review all change requests. For a change request to be approved, all CCB members must vote in favor. In the event more information is needed for a particular change request, the request will be deferred and sent back to the requestor for more information or clarification. If a change is deemed critical, an ad hoc CCB meeting can be called in order to review the change prior to the next scheduled bi-weekly CCB meeting.

The following are the roles and responsibilities for all change management efforts related to the Project:

Project Sponsor:
• Approve all changes to budget/funding allocations
• Approve all changes to schedule baseline
• Approve any changes in project scope
• Chair the CCB
Project Manager:
• Receive and log all change requests from project stakeholders • Conduct preliminary risk, cost, schedule, scope analysis of change prior to CCB

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Project Team / Stakeholders
• Submit all change requests on standard organizational change request forms • Provide all applicable information and detail on change request forms • Be prepared to address questions regarding any submitted change requests • Provide feedback as necessary on impact of proposed changes

8. Escalation Process:

The escalation process enables the project team to consult with sponsors, seeking assistance in addressing complex/pervasive issues that are out of scope and/or difficult for the project team to address. The process will consist of the following:
• Identification: The risk/issue will be documented and cataloged in the risk register by the Mythics Project Manager (PM) or Clients Point of Contact (POC). • Validation: The PM and POC will validate the issue and attempt to address the issue collaboratively. Unresolved issues can be escalated to project sponsors by both the PM and POC.
• Review and Decision: The project sponsors will discuss and respond with a decision, within a reasonable amount of time after receiving the issue. The PM and POC will work with the project team to determine impact to scope, cost, schedule, resources, and report to the sponsors of expected impacts.
• Implementation: The PM will work with the team to incorporate the changes and update the project plan.

9. Managed Service
Mythics will provide OCI Managed Service for the environment that was migrated. Services include:
• Proactive Monitoring
• Incident Management
• Incident Resolution
• Security Patching

Mythics and the City will mutually determine the start date for Managed Services, which is estimated to begin approximately 10 months (~ June 2026) from the commencement of the project.

Environment Snapshot:

Managed Services pricing is based on the number of virtual machines and databases being monitored .

The current pricing that is presented covers monitoring for 10 virtual machines and 4 Databases .

Pricing can be adjusted accordingly if the scope of the environment is increased or decreased.

Mythics will provide monitoring services of your environment listed in the environment snapshot 24 hours a day, 7 days a week, 365 days a year to identify nonstandard activity (“Event”). Our monitoring service is a combination of reactive automated monitoring through the use of Oracle Enterprise Manager and proactive monitoring of key database logs, backups, etc.

Monitoring Setup

Mythics will work with your team in obtaining appropriate access to configure your existing Oracle Enterprise Manager environment or the OCI alerting and notification framework to monitor the items listed in the environment snapshot. Mythics will configure monitoring and alert thresholds per our best practices and integrate alert output with our ticketing system and Management Portal. Through our configuration Mythics and the client will:
• Implement Mythics standardized OEM / OCI configuration and automation tools • Reduce unnecessary alerting and quiet noisy systems
• Correlate alerts to reduce redundant notifications
• Multiple alerting channels through email, phone, text

Incident Management
Mythics uses Opsgenie to manage incidents/alerts. Opsgenie allows flexibility in:
• The creation of Multiple Alerting Channels
• Creating Alert Enrichment
• Creating Custom Alert Actions
• Alert Customization and Classification
• Alert Lifecycle Tracking
• Alert & Notification Policies
• Heartbeats

Each event that causes an unplanned interruption or exceeds an alert threshold shall be referred to as an incident (“Incident”). For each incident, Mythics will

• Receive, acknowledge, and validate the Incident.
• Categorize the Incident based upon the Mythics Severity Level definitions. The definitions of Mythics’ Severity Levels are outlined below • Create an Incident ticket in the Portal for Incidents assigned as Severity 1 or Severity 2
• Mythics will use reasonable efforts to notify the Client contact of a Severity 1 or Severity 2 Incidents within 30 minutes of detection of such incidents • Report and manage the volume of incidents through our portal. • For Production environments identified in the environment snapshot Mythics will begin resolution services, for Non-Prod Mythics will for the ticket

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Incident Resolution
Mythics will address Incidents and Problems resulting from the items in the Environment Snapshot assigned to Incident Resolution Services (see table 3). A Mythics Support Consultant (“SC”) will be assigned to you for the duration of the services and is responsible for working with your SDM to facilitate the following services

b. Resolution Services for Production Environments – Mythics will provide the following Resolution Services for the production environments identified in the Environment Snapshot 24 hours a day, 7 days a week, 365 days a year.

c. Incident Resolution – After notifying you of an Incident, Mythics will manage the remediation and closure of the Incident and applicable Support Requests with Oracle Support. Mythics may contact your third-party support providers for collaboration on Incident Resolution
• Change Management – Mythics will coordinate and execute, as required, management of all updated, parameters changes, provisioning activities and adding and/or removing components as they apply to the items in the Environment Snapshot
• Problem Management – Mythics will analyze Incidents to identify the root cause of a single Incident or multiple Incidents (“Problem”). Mythics will create a Problem ticket in the Portal, coordinate the remediation of the Problem, and provide recommendations for corrective action for the avoidance of the applicable Problem in the future.

Patching as a Service
Database Cloud Service and OS Patching
Mythics will provide patching services to provide bi-annual patching for both the databases and operating systems. Mythics utilizes a structured approach to patching based upon Oracle best practices and our overall managed services experience. For each patch and patch cycle Mythics will:

Review the Patch
The Mythics team will review the release notes of the patch and validate that the patch is applicable to the environment and that the application supports the patch by checking vendor certification matrix.

Schedule Downtime
The Mythics team will work with the client to schedule downtime to apply the patch in the environment.

A key component of Mythics patching methodology is a communication plan. It is important to keep key stakeholders informed of the progress of patch. Mythics provides communication through updates to our customer portal and patching ticket. Our Service Delivery Manage provides updates via email as key components of the patching plan are completed.

Create Patch Plan.

Mythics will create a patch plan for each patch that needs to be applied to an environment. The patch plan generally consists of:

• Pre-Patch activities. Activities that need to occur before the patching begins, such as applying any prerequisites, manual scripting and/or configurations. • Notification/Communication plan. The Mythics team will create a detailed communication plan containing details on who needs to be notified and when through each stage of the patching process. process.
• Patch activities. This will be the detailed list of steps that will be executed upon through the patching process. This list of activities will include dates, times, required resources and estimated duration for each activity.
• Testing activities. As part of the patch planning, Mythics will work with customer to determine what testing activities need to take place, timeframes for testing and testing responsibilities. The customer will be required to perform any necessary application testing. • Backout procedures. Our patching plans include steps to retract the patch if necessary or if something goes wrong during the patching process.
• Post Patch Activities. Activities and actions that need to be performed once the patching is complete.

Apply the Patch.

Once the scheduled down time, communication plans and patch plans have been developed and approved, Mythics will apply the patch in the designated environment.

Notify client.

Upon completion of the patch, Mythics will perform a smoke test to ensure environment stability and rectify any unexpected results of the patch application to the environment.

Once the smoke test is completed, Mythics will notify the customer that patching has been successfully completed and any customer testing may commence.

Mythics will review Oracle Quarterly Security patch advisories for notifications that address security vulnerabilities.

Administrative Services
As part of our Managed Services offering, Client will have access to several administrative and operational items critical to the Managed Services solution. These are described as follows:

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Mythics includes a Service Delivery Manager (SDM) as part of our Managed Services engagement. The SDM is the primary client point of contact throughout the period of performance and ensures delivery excellence through managing projects, driving issues to resolution, tracking service tickets and metrics, and helping direct the technical team responsible for delivering the services to our customers.

Service Desk
Mythics will provide access to our Service Desk, a client-specific portal for requesting service and tracking incidents. This is the primary method of contacting Mythics to use the provided OnDemand Hours. The service desk provides a central trouble ticketing system for incident reporting (alongside 24 x 7 phone support), a centralized client architecture and infrastructure repository and a Mythics activity journal for live views into any client activity.

Access to the Service Desk will be provided to up to five key individuals at the client (more can be allowed if needed). The Service Desk allows seamless tracking of client incidents and is customized to display client environment information in dropdown boxes (information is collected during the initial deployment phase). The Service Desk Portal will issue alert emails to both the client and Mythics’ contacts assigned to the engagement. Additionally, this Service Desk is used as a repository of information collected over time about the Client database environment. This information may be later used in subsequent time-study reporting to improve system performance and as a repository for frequently asked questions specific to Client systems. All system information and documentation collected during the implementation phase of the project will be made available to the Client team in the Service Desk.

Knowledge Base
A knowledge base is a repository for “how-to” and troubleshooting information. Knowledge Bases are commonly used by IT Support teams to store and access critical documentation to increase efficiency and collaboration and optimize troubleshooting and service restoration. Mythics will create a dynamic knowledge base of important client environment, background and process information. Mythics’ Knowledge Base will drive the following:

• Immediate access to a documented solution, and relevant search results. • Ability to create new articles quickly
• Automated organization of content
• Communication around key document updates, additions and deletions

Managed Services Project Team
The Mythics Managed Services team includes individuals with expertise across a variety of technical, management and key industry disciplines, such as ITIL, Oracle Database, Fusion Middleware, Engineered Systems and more. Your services include access to each of these individuals at the appropriate time, and as such, our entire team should have access to your environments and all information pertaining to them.

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• Service Delivery Manager (SDM)
o Client’s Primary contact throughout the MMS contract. o Coordinates all the maintenance activities and is responsible for sending periodic reports
o Ensures routine data maintenance and monitoring activities are performed thoroughly and all emergency requests are handled efficiently o Handles all escalations and Monthly meetings
o Front-line client satisfaction
• Manager of Technical Delivery
o Manages technical resources when assigned by SDM
o Coordinates staffing for major maintenance events
o Conducts training events for Mythics and client personnel when necessary o Delivers key escalation support for technical issues
• Executive Sponsor
o Escalation support and client satisfaction
o Strategic partnership building and guidance

Service Allocations
The managed services subscription includes up to 40 (forty) hours of administrative effort per month. This allocation is a sizing assumption intended to capture the routine level of effort associated with the environment. Actual demand may vary. Under-utilization will not reduce the fixed fee, and additional services will be treated as overages. Adjustments to this allocation may be made by mutual agreement if requirements materially change. For clarity, unutilized monthly service hours do not accrue, bank, or roll over to subsequent months.

Managed Services Term and Renewal
The initial term of this Agreement shall be 36 (thirty-six) months from the Effective Date (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically continue on a month-to-month basis under the same terms and conditions unless and until either party provides written notice of its intent to terminate or until the parties execute a new agreement.

10. Invoicing
Mythics will bill the Client monthly for the fees outlined below. All invoices are payable within forty-five (45) days from receipt of valid invoice.

11. Fees: Labor & Travel
Estimated labor and expense cost for this project, based on the defined scope, assumptions, timelines, roles and responsibilities of all parties are outlined below.

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Role Contract Labor
Category
Primary
Delivery
Location
Estimated
Hours
Hourly
Rate Total
Project
Manager Sr. Program Manager Remote 1560 $191.00 $297,960.00 OCI Architect Sr. Principal Consultant Remote 260 $237.57 $61,768.20 OCI DBA Sr. Consultant/Engineer Remote 1560 $155.90 $243,204.00 PS HR Lead Principal Consultant Remote 1647 $170.75 $281,225.25 PS Payroll
Lead Principal Consultant Remote 1300 $170.75 $221,975.00 PS T&L Lead Principal Consultant Remote 1300 $170.75 $221,975.00 PS Absence
Lead Principal Consultant Remote 1474 $170.75 $251,685.50 PS Benefits
Lead Principal Consultant Remote 1474 $170.75 $251,685.50 Developer Sr. Application Developer Remote 1560 $170.75 $266,370.00 Developer Application Developer Remote 2210 $155.90 $344,539.00 Developer Consulting/Engineer Remote 1214 $133.00 $161,462.00 Developer Consulting/Engineer Remote 607 $133.00 $80,731.00 Training
Lead Sr. Consultant/Engineer Remote 434 $155.90 $67,660.60 Estimated Total Cost $2,752,241.05

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 33 Phase 2: PeopleSoft ePerformance, eComp Implementation Role Contract Labor
Category
Primary
Delivery
Location
Estimated
Hours
Hourly
Rate Total
Project Manager Sr. Program Manager Remote 304 $191.00 $58,064.00 PS HR and Benefits
Lead Principal Consultant Remote 520 $170.75 $88,790.00 Performance/eComp
Lead
Managing Principal
Consultant
Remote 1,127 $215.30 $242,643.10
Developer Sr. Application Developer Remote 477 $170.75 $81,447.75 Training Lead Sr. Consultant/Engineer Remote 217 $155.90 $33,830.30 Estimated Total Cost $504,775.15
The pricing presented above is based on delivery exclusively through onshore resources. In the event that the Parties mutually determine that offshore resources may be engaged, such resources shall be billed at the offshore rates set forth herein. Utilization of offshore resources shall not commence without the prior written agreement of both Mythics and the Client.

Role Contract Labor Category Primary Delivery
Location Hourly Rate
Developer Associate Consultant Remote/Offshore $90.00
Developer Associate Consultant Remote/Offshore $75.00

Customer will pay out -of-pocket expenses (“Expenses”), such as travel, lodging, food, transportation, and other expenses incurred by the Consultant(s) associated with work performed as set forth in the Description of Services. Expenses will be billed to customer at least monthly. At the time of this writing, estimated expenses are $100,000.00. Mythics will seek prior approval prior to traveling and will follow Federal Travel Regulations.

The client fee total will not be exceeded without an approved change order. Client and Mythics will jointly review the project budget and estimate to complete (ETC) monthly. Mythics will use commercially reasonable efforts to complete the project (includi ng Services and Work Products) at or below the estimated total fees.

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 34 11.1 Software License, Support, and OCI Subscription Fees Product Term Extended price
Oracle PeopleSoft Enterprise Employee Licenses Perpetual $1,254,680.13 Oracle PeopleSoft Enterprise Employee Support 5 years $1,513,575.83 Oracle PaaS and IaaS Universal Credits 12 months $37,810.00 The procurement of Oracle Platform-as-a-Service (PaaS) and Infrastructure-as-a-Service (IaaS) Universal Credits will be executed under the terms and conditions of OMNIA Contract #180233-002, as outlined in Appendix B (Quote ID: CL-CoF-OCI-FY26).

Similarly, the acquisition of Oracle PeopleSoft Enterprise Employee Licenses and associated Support will be completed in accordance with the terms of OMNIA Contract #180233-002, as detailed in Appendix D (Quote ID: LS-CF-061825).

11.2 Managed Services Fees
Recurring Managed Services Term Monthly Cost Annual Total 3-Year Total Mythics Managed Services –
Infrastructure, Database, Patching, and
Peoplesoft System Administration
Sustainment
36 Months

$8,900.00 $106,800.00 $320,400.00

Overages
Any services beyond the allocations described above require prior written authorization. Authorized overages will be billed at $220 USD per hour, as follows:

Managed Services: Effort beyond the included monthly service level will be billed monthly in arrears.

Cost Management
No work beyond the included service levels will be undertaken without Company’s prior written authorization. By approving overages, Company assumes responsibility for the associated incremental fees.

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 35 12. Terms and Conditions
Mythics is submitting this Statement of Work pursuant to the terms and conditions of OMNIA Partners Master Agreement Number 180233-002, between Maricopa County, AZ and Mythics, LLC, fully executed on 12 December 2018, and the Exhibit I Professional Services Terms attached thereto. Any additional terms amended to this order must be mutually agreed to by the Parties, and in the event of a conflict, Mythics’ OMNIA Maricopa Contract terms and conditions shall govern.

13. Signatures

IN WITNESS WHEREOF, the parties have caused this SOW to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this SOW duly authorized by all necessary and appropriate legal action to commit the organization he represents to the terms and conditions of this SOW.

Accepted by: CLIENT NAME Mythics, LLC.

Name:

Title:
(Authorized
Signatory)

Signature:

Jonathan Smith
Director of Contracts
Mailing Address: Mythics, LLC.
4525 Main Street, Suite 1500
Virginia Beach, VA 23462
Date:

Phone: (757) 412-4362
Email: [email protected]

© 2025 Mythics, LLC.
4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 36 Appendix A – Service Level Agreements
Severity
Level
Description Response
Time
Update Schedule
(OCI Environment issues)
Severity
Level 1
Critical
Business
Impact
Client major application or mission critical system is
stopped or so severely impacted that they cannot
reasonably continue work.

Client resources must be made available in Severity Level 1 situation and reasonably cooperate with Mythics to resolve the issue.

Severity Level 1 problems could have the following
characteristics:
• System hang or crash situations
• Data loss or data corruption
• Critical functionality not available
<=15
minutes

• 1 hour
• Update Client as
set forth below in
Table 5
Severity
Level 2
Significant
Business
Impact
Client production primary business services, major
applications, or mission critical systems are functioning with limited capabilities or are unstable with periodic interruptions. The software may be operating but is
severely restricted.

Fresno City CouncilDecember 18, 2025

Fresno City Council
December 18, 2025