Fresno City Council
December 18, 2025

SERIAL 180233-RFP ORACLE PRODUCTS AND SERVICES
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)

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:

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

2.0 PRICE ADJUSTMENTS (applies to percentages in contract):

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

3.0 PAYMENTS:

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

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

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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/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.

3.3.3 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.

3.3.6 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):

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

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

3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage SERIAL 180233-RFP

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.

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

3.6 TAX (SERVICES):

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

3.7 TAX (COMMODITIES):

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

3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

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

Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County.

3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

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

SERIAL 180233-RFP

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

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.

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

6.0 TERMS AND CONDITIONS:

6.1 INDEMNIFICATION:

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

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

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

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

NOTWITHSTANDING ANYTHING TO THE CONTRARY, 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.

SERIAL 180233-RFP

6.2 INFRINGEMENT DEFENSE INDEMNIFICATION:

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

AND E AND F)

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

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

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

Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC

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

6.3 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.

6.4.2 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.

SERIAL 180233-RFP

6.4.5 The insurance policies may provide coverage that contains deductibles or self -insured retentions. Such deductible and/or self -insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self -insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self -insured retentions by a surety bond or an irrevocable and unconditional letter of credit.

6.4.6 The insurance policies required by this Contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds.

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

6.4.8 Commercial General Liability:

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

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

6.4.9 Automobile Liability:

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

6.4.10 Workers’ Compensation:

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

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

6.4.11 Errors and Omissions (Professional Liability) Insurance:

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

SERIAL 180233-RFP

6.4.12 Crime:

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

6.4.13 Cyber:

Policy Limit:

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

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

6.4.13.3 The policy shall include coverage for third 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.

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6.4.16 County shall be a Certificate Holder:

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

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

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

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

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

6.4.17 Certificates of Insurance:

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

6.4.17.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance.

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

6.4.18 Cancellation and Expiration Notice:

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

Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 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):

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

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

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

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

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

The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this State, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best -A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company.

6.6 FORCE MAJEURE:

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

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

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

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

Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC

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

6.7 WARRANTY (IF APPLICABLE):

APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. (SEE

EXHIBITS C, D, AND E AND F)

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

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

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

Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC

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

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6.8 DELIVERY:

6.8.1 Delivery shall specified on each order.

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

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

6.9 EXPEDITED DELIVERY:

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

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

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

6.10 SHIPPING DOCUMENTS:

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

6.10.1 Contract Serial number.

6.10.2 Contractor’s name and address.

6.10.3 Using Agency name and address.

6.10.4 Using Agency purchase order number.

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

6.11 PERFORMANCE:

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

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

6.12 SHIPPING CHARGES:

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

6.12.2 Exceptions to normal shipping charges:

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

6.13 PACKAGING/PACKING:

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

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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):

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

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

6.18.3 If any of the services do not conform to Contract requirements, County is entitled to the remedies provided 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 requirements, 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
.

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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:

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 BACKGROUND CHECK (IF REQUIRED BY PROJECT):

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

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

SERVICES)

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

6.23 STOP WORK ORDER:

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

6.23.1 Cancel the stop work order; or

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

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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.

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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:

All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County.

6.30 ADDITIONS/DELETIONS OF REQUIREMENTS:

The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County.

6.31 STRICT COMPLIANCE:

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

6.32 VALIDITY:

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

6.33 SEVERABILITY:

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

6.34 RIGHTS IN DATA:

The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder.

6.35 NON-DISCRIMINATION:

Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009 -09 supersedes Executive order 99- 4 and amends Executive order 75- 5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 ) which is
hereby incorporated into this contract as if set forth in 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.

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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.

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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.

If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY

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

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

COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY

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

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

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

3.908 of the Federal Acquisition Regulation;

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

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

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6.40 UNIFORM ADMINISTRATIVE REQUIREMENTS:

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

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

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

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

6.42 AUDIT DISALLOWANCES:

If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County.

6.43 OFFSET FOR DAMAGES:

In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract.

6.44 CONFIDENTIAL INFORMATION:

Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information.

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

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

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

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6.45 PUBLIC RECORDS:

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

6.46 PRICES:

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

6.47 INTEGRATION:

This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied.

6.48 RELATIONSHIPS:

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

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

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

6.49 CHANGES:

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

6.50 GOVERNING LAW:

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

6.51 ORDER OF PRECEDENCE:

In the event of a conflict in the provisions of this Contract and the Oracle Standard Terms (See Exhibits C, D, 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 INCORPORATION OF DOCUMENTS:

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

6.52.1 Exhibit A, Pricing;
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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; ORACLE CLOUD

SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818;

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

6.52.6 Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL

PUBLIC SECTOR TERMS AND CONDITIONS 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 4th 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.

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6.54 FORCED LABOR:

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

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

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

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

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

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.

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EXHIBIT A

PRICING

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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

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

1.3.3 Hardware, Servers, Storage and Networking Catalog Products Insert
Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Insert
Percentage
Below
Insert
Percentage
Below
Global Price List - shown in
dark grey
Min. Discount
Hardware%
First Year Oracle
Premier Support for
Systems Percentage
based on discounted
Hardware Cost
First Year Oracle
Premier Support
for Operating
Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Customer Data
and Device
Retention
Percentage based
on discounted
Hardware Cost
Min. Discount
for Licenses
XX%
First Year SULS
Percentage based
on discounted
license Cost

Systems Hardware and
Software Global Price List

Oracle Hardware Category L 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%
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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 SERIAL 180233-RFP

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
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$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 SERIAL 180233-RFP

Cloud 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%

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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

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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)
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EXHIBIT B

SCOPE OF WORK

ORACLE PRODUCTS AND SERVICES

1.0 INTRODUCTION AND BACKGROUND

1.1 MASTER AGREEMENT

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

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

1.2 OBJECTIVES

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

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

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

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

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

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

1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES

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

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

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

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

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

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

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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.

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2.12 PRODUCTS AND SERVICES REQUIRED:

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

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

2.12.3 Hardware, Servers, Storage, and Networking - 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 - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819.

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

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

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2.17.2 Engineered Systems and Hardware – Acceptance is upon delivery.

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

3.0 PROCUREMENT REQUIREMENTS:

3.1 DELIVERY:

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

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

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

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

3.2 EXPEDITED DELIVERY:

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

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

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

3.3 SHIPPING DOCUMENTS:

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

3.3.1 Contract Serial number.

3.3.2 Contractor’s name and address.

3.3.3 Using Agency name and address.

3.3.4 Using Agency purchase order number.

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

3.4 PERFORMANCE:

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

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

3.5 SHIPPING CHARGES:

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

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3.5.2 Exceptions to normal shipping charges:

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

3.6 PACKAGING/PACKING:

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

3.7 OPERATING MANUALS:

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

3.8 INSTALLATION (If required):

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

3.9 CONTRACTOR EMPLOYEE MANAGEMENT:

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

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

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

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

3.10 TRAINING:

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

3.11 MAINTENANCE (If Required):

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

3.12 USAGE REPORT:

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

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3.13 BACKGROUND CHECK:

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

3.14 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

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

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

3.15 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

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

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

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EXHIBIT C

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

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EXHIBIT D

ORACLE CLOUD SERVICES TERMS AND CONDITIONS

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EXHIBIT E

ORACLE HARDWARE TERMS AND CONDITIONS

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EXHIBIT E

ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819.

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EXHIBIT F

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

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EXHIBIT F

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

Effective 03/22/2023

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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.

2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): (www.gsa.gov
).

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

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

3.0 Commercial air travel shall be reimbursed as follows:

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

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

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

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

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

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

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

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

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

5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre - approved by the County Contract Administrator. These costs include (but not limited to) the following: in - room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, SERIAL 180233-RFP

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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EXHIBIT 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 SERIAL 180233-RFP

Services. 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 SERIAL 180233-RFP

annum, 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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a. Notifies 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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Mythics 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 SERIAL 180233-RFP

environments, 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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A 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. Portal 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;
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ii. 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:

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a. The 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.

SERIAL 180233-RFP

MYTHICS, 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.