n. Unless otherwise provided for in the applicable Statement of Work, Client shall be responsible f or 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 insuran ce 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 restricti ons 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 ap plicable 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 acceptanc e 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.
A failure to agree upon a Proposed Change Order submitted by the Client shall relieve Myt hics 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 Ord er 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 p eriod.
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.
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 te chnology (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 Region 4 agreement between Mythics and Region 4 ESC.
Article VII - Term and Termination
1. Term. The term for any Services performed shall be defined in the applicable Sta tement 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 Agr eement, 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. Either Party 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;
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, LLC
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:
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 Region 4 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 res olution. 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 st ate 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 unenforcea bility 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 P arty.
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ORACLE CLOUD SERVICES
OMNIA PARTNERS SUPPLEMENTAL TERMS AND CONDITIONS v060721 THESE ORACLE CLOUD SERVICES OMNIA PARTNERS SUPPLEMENTAL TERMS AND CONDITIONS (“ OMNIA CLOUD STCS”) SHALL APPLY TO THE ORACLE CLOUD SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (THE “CONTRACTOR”). THESE OMNIA CLOUD STCS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON -ORACLE ORDER OR ORDERING DOCUMENTATION. THESE OMNIA CLOUD
STCS ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIES/SERVICES IN YOUR ORDER TO THE CONTRACTOR.
A. Definitions
“You” and “Your” refers to the ordering activity that has ordered Oracle Services from an authorized distributor (“Contractor”) under the Contract.
The term “Contract” refers to the Contractor’s OMNIA Partners contract.
The term “Oracle Software” means any software agent, application or tool that Oracle makes available to You for download specifically for the purpose of facilitating Your access to, operation of, and/or use with, the Services.
The term “Program Documentation” refers to the user manuals, help windows, readme files for the Services and any Oracle Software. You may access the documentation online at http://oracle.com/contracts or such other address specified by Oracle.
The term “Service Specifications” means the following doc uments, as applicable to the Services under Your order: (a) the Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions, and the Data Processing Agreement described in these OMNIA Cloud STCs ; (b) Oracle’s privacy policies; and (c) any other Oracle documents that are referenced in or incorporated into Your order as required by the Contractor. The following do not apply to any non-Cloud Oracle service offerings acquired in Your order, such as profes sional services: the Cloud Hosting and Delivery Policies, Program Documentation, and the Data Processing Agreement. The following do not apply to any Oracle Software: the Cloud Hosting and Delivery Policies, Oracle service descriptions, and the Data Proce ssing Agreement.
The term “Third Party Content” means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third party content includes third -party sourced materials accessed or obtained by Your use of the Services or any Oracle - provided tools.
The term “Users” means for Services, those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with these OMNIA Cloud STCs and Your order. For Services that are specifically designed to allow Your clients, agents, customers, suppliers, or other third parties to access the Services to interact with You, such third parties will be considered “Users” subject to the terms of these OMNIA Cloud STCs and Your order.
The term “Your Content” means all software, data (including Personal Data as that term is defined in the Data Processing Agreement), text, images, audio, video, photographs, non-Oracle or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. Services under these OMNIA Cloud STCs, Oracle Software, other Oracle products and services, and Oracle intellectual pro perty, and all derivative works thereof, do not fall within the meaning of the term “Your Content”. Your content includes any Third Party Content that is brought by You into the Services, by Your use of the Services or any Oracle provided tools.
B. Use of Services
Upon Contractor’s acceptance of Your order, Oracle will make the Oracle services listed in Your order (the “Services”) available to You pursuant to these OMNIA Cloud STCs and Your order. Except as otherwise stated in these OMNIA Cloud STCs or Your order, You have the non -exclusive, worldwide, limited right to use the Services during the period defined in Your order (the “Service Period”), solely for Your internal business operations. You may allow Your Users to use the
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Services for this purpose and You are responsible for Your Users’ compliance with these OMNIA Cloud STCs and the order.
The Service Specifications describe and govern the Services. During the Services Period, Oracle may update the Services and Service Specifications (with the exception of the Data Processing Agreement as described below) to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content. Oracle updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order.
You may not, and may not cause or permit others to : (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e -mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or v ulnerability testing of the Services without Oracle’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or (d) use the Serv ices to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). In addition to other rights that Oracle has in these OMNIA Cloud STCs and Your order, Oracle has the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy.
C. Ownership Rights and Restrictions
You and Your licensors retain all ownership and intellectual property rights in and to Your Content. Oracle or its licensors retain all ownership and intellectual property rights to the Services, derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under Your order.
You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party.
You grant Oracle the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with these OMNIA Cloud STCs and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services.
You may n ot, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download or copy any part of the Services (including data structures or similar materials produced by programs ); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by these OMNIA Cloud STCs or Your order.
D. Term and Termination
Services shall be provided for the Services Period defined in Your order, unless earlier suspended or terminated in accordance with these OMNIA Cloud STCs. These OMNIA Cloud STCs will continue to govern any order for the duration of the Services Period of such order.
If You order Services that are designated in the Service Specifications or Your order as Services that will be automatically extended, such Services will NOT automatically be extended for an additional Services Period of th e same duration. To extend the Services, You must provide Contractor with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention to renew such Services and You execute an order modification or en ter into a new order to renew such Services. The preceding sentence shall not apply if Contractor provides You with written notice no later than ninety (90) days prior to the end of the applicable Services Period of its intention not to renew such Service s.
Oracle may suspend Your or Your Users’ access to, or use of, the Services if Oracle believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in th e Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, Oracle will provide You with advance
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notice of any s uch suspension. Oracle will use reasonable efforts to re -establish the Services promptly after Oracle determines that the issue causing the suspension has been resolved. During any suspension period, Oracle will make Your Content (as it existed on the suspension date) available to You. Any suspension under this paragraph shall not excuse You from Your obligation to make payments under these OMNIA Cloud STCs or Your order.
If Oracle, the Contractor, or You breach a material term of Your order, i ncluding these OMNIA Cloud STCs , and fails to correct the breach within 30 days of written specification of the breach, then a nonbreaching party may terminate the order under which the breach occurred. If Contractor terminates the order as specified in the preceding sentence, You must pay within thirty (30) days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching parties may agree in their sole discretion to extend the thirty (30) day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under Your order or Your contr act (including these OMNIA Cloud STCs) with Contractor, You may not use those Services ordered You may terminate the Contract or Your order at any time without cause by giving Contractor 30 days’ prior written notice of such termination. Termination of the Contract will not affect orders that are outstanding at the time of termination. Those orders will be performed according to their terms as if the Contract and these OMNIA Cloud STCs were still in full force and effect. However, those orders may not be renewed or extended subsequent to termination of the Contract.
For a period of no less than 60 days after the end of the Services Period of an order, Oracle will make Your Content (as it existed at the end of the Services Period) available for retrieval by You. At the end of such 60 -day retrieval period, and except as may be required by law, Oracle will delete or otherwise render unrecoverable any of Your Content that remains in the Services. Oracle’s data deletion practices are described in more detail in the Service Specifications.
Provisions in these OMNIA Cloud STCs that survive termination or expiration of the Contract are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
E. Fees and Taxes
Fees paid for Services performed are non-refundable, except as provided in these OMNIA Cloud STCs or Your order. Fees for Services offerings are invoiced in arrears of the service performance. Fees for Services listed in an order are exclusive of taxes and expenses. You agree and acknowledge that You have not relied on the future availability of any services, programs or updates in executing Your order; however, the preceding does not relieve Oracle of its obligation during the Services Period to deliver services that You have ordered per the terms of these OMNIA Cloud STCs.
F. Nondisclosure
By virtue of Your order and these OMNIA Cloud STCs , Oracle, the Contractor and You may disclose to each other information that is confidential (“Confidential Information”). Confidential information shall be limited to the terms and pricing under these OMNIA Cloud STCs and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the time of disclosure.
A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other p arty by a third party without restriction on the disclosure; or (d) is independently developed by the o ther party.
Subject to applicable law, Oracle, the Contractor and You each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of five years from the date of the disc losing party’s disclosure of the Confidential Information to the receiving party; however, Oracle will protect the confidentiality o f Your Content residing in the Services for as long as such information resides in the Services. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under these OMNIA Cloud STCs, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law.
Oracle will protect the confidentiality of Your Content resident in the Services in accordance with the Oracle security practices defined as part of the Service Specifications applicable to Your order.
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The parties acknowledge and agree that You and these OMNIA Cloud STCs are subject to applicable freedom of information or open records law. Should You receive a request under such law for Oracle’s Confidential Information, You agree to give Oracle adequate prior notice of the request and before releasing Oracle’s Confident ial Information to a third party, in order to allow Oracle sufficient time to seek injunctive relief or other relief against such disclosure.
G. Protection of Your Content
In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will comply with the following:
a. the relevant Oracle privacy policies applicable to the Services ordered, available at http://www.oracle.com/us/legal/privacy/overview/index.html; and b. the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management, available at http://www.oracle.com/us/corporate/contracts/cloud-services/index.html.
To the extent Your Content includes Personal Data (as that term is defined in the Data Processing Agreeme nt), Oracle will furthermore comply with the applicable version of the Oracle Data Processing Agreement for Oracle Cloud Services (the “Data Processing Agreement”), unless stated otherwise in Your order. The version of the Data Processing Agreement applicable to Your order (a) is available at http://www.oracle.com/dataprocessingagreement and is incorporated herein by reference, and (b) will remain in force during the Services Period of Your o rder. In the event of any conflict between the terms of the Data Processing Agreement and the terms of the Service Specifications (including any applicable Oracle privacy policies), the terms of the Data Processing Agreement shall take precedence.
You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and Oracle’s processing of, Your Content (including any Personal Data) a s part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of these OMNIA Cloud STCs. You may disclose or transfer, or instruct Oracle to disclose or transfer in writing, Your Content to a third party, and upon such disclosure or transfer, Oracle is no longer responsible for the security, integrity or confidentiality of such content outside of Oracle.
Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not include any sensitive or special data that imposes specific data security or data protection obligations on Oracle in addition to or different from those specified in the Service Specifications. If available for the Services, You may purchase additional services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to address specific data security or data protection requirements applicable to such sensitive or special data You seek to include in Your Content.
H. Warranties, Disclaimers and Exclusive Remedies
For the sake of clarity, this is Oracle’s warranty; nevertheless, it shall be accessed by You through the Contractor.
Oracle warrants that during the Services Period, Oracle will perform Services using commercially reasonable care and skill in all material respects as des cribed in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide written notice to Oracle that describes the deficiency in the Services (including, as applicable, the service request number notifying Oracle of the deficiency in the Services).
ORACLE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED,
THAT ORACLE WILL CORRECT ALL SERVICE ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ORA CLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE
PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMED Y AND ORACLE’S ENTIRE
LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF THE
WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY
REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND ORACLE WILL REFUND TO
OMNIA Cloud STCs_v060721_US_ENG Page 5 of 9
CONTRACTOR THE FEES FOR THE DEFICIENT SERVICES THAT CONTRACTOR PAID TO ORACLE FOR THE
PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT, AND CONTRACTOR WILL IN TURN REFUND
TO YOU THE FEES FOR THE DEFICIENT SERVICES THAT YOU PAID TO CONTRACTOR FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER
EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS ,
NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
I. Limitation of Liability
IN NO EVENT SHALL YOU, THE CONTRACTOR, ORACLE OR ANY PARTY’S AFFILIATES BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF
REVENUE, PROFITS (EXCLUDING FEES UNDER YOUR ORDER), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION. CONTRACTOR’S MAXIM UM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO
YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE
AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO CONTRACTOR FOR THE SERVICES UNDER YOUR ORDER IN THE TWELVE (12) MON TH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOUR FROM CONTRACTOR UNDER SUCH ORDER.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND ORACLE’S AFFILIATES ARISING OUT OF OR
RELATED TO THESE OMNIA CLOUD STCS OR YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE
EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR THE SERVICES UNDER YOUR ORDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LI ABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY CONTRACTOR FROM ORACLE UNDER SUCH ORDER .
J. Intellectual Property Indemnification
If a third party makes a claim against You or Oracle (“Recipient” which may refer to You or Oracle depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively “Material”) furnished by either You or Oracle (“Provider” which may refer to You or Oracle depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense will, to the extent not prohibited by law, defend the Recipient against the claim and indemnify Recipient 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 Recipient does the following:
a. notifies the Provider promptly in writing, not later than 30 days after Recipient receives notice of the claim (or sooner if required by applicable law);
b. gives the Provider sole control of the defense and any settlement negotiations; and c. gives the Provider the information, authority, and assistance Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual 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 the fees the Recipient may have paid for such Material. If such return materially affects Oracle’s ability to meet its obligations under the relevant order, then Oracle may upon 30 days prior written notice, terminate the order. If such Material is third party technology and the terms of the third party license do not allow Oracle to terminate the license, then Oracle may, upon 30 days’ prior written notice, end the Services associated with such Material and refund any unused, prepaid fees for such Services.
The Provider will not indemnify the Recipient if the Recipient (a) alter the Material or use it outside the scope of use identified in the Provider’s user documentation or Service Specifications, or (b) 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 infringem ent claim is based upon Material not furnished by the Provider. Oracle will not indemnify You to the extent that an infringement claim is based on third Party Content or any Material from a third party portal or other source that is accessible or make available
OMNIA Cloud STCs_v060721_US_ENG Page 6 of 9
to Your within or by the Services (e.g. a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, marketing data from a third party data providers, etc.
This Section J provides the parties’ exclusive remedy for any infringement claims or damages.
K. Third Party Content, Services and Websites
The Services may enable You to link to, transmit Your Content or Third Party Content to, or otherwise access, third parties’ web sites, platforms, content, products, services, and information (“Third Parties Services”). Oracle does not control and is not responsible for Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including thro ugh passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Oracle.
Any Third Party Content Oracle makes accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. You acknowledge and agree t hat Oracle is not responsible for, and has no obligation to control, monitor, or correct, Third Party Content. Oracle disclaims all liabilities arising from or related to Third Party Content.
You acknowledge that: (i) the nature, type, quality and availa bility of Third Party Content may change at any time during the Services Period, and (ii) features of the Services that interoperate with third parties such as Facebook ™, YouTube™ and Twitter ™, etc., depend on the continuing availability of such third part ies’ respective application programming interfaces (APIs). Oracle may update, change or modify the Services under the Contract, as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party c eases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by Oracle in its sole discretion, Oracle may cease providing access to the affected Third Party Content or third party services without any liabilit y to You or the Contractor. Any changes to Third Party Content, Third Party Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under the Contract, these OMNIA Cloud STCs or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes.
L. Service Monitoring, Analyses and Oracle Software
Oracle continuously monitors the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non -Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help O racle address deficiencies in its product and service offerings, and for license management purposes.
Oracle may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (i) and (ii) are collectively referred to as “Service Analyses”). Oracle may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. Oracle retains all intellectual property rights in Service Analyses.
Oracle may provide You with the ability to obtain certain Oracle Software for use with the Services. If Oracle provides Oracle Software to You and does not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of these OMNIA Cloud STCs and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use Oracle Software will terminate upon the earlier of Oracle’s notice (by web posting or otherwise) or the end of these Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed
OMNIA Cloud STCs_v060721_US_ENG Page 7 of 9
to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by these OMNIA Cloud STCs.
M. Export
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Such export laws govern Your use of the Services (including technical data) and any services deliverables provided under Your order, and You and Oracle each agree to comply with all such export laws and regulations (including “deemed export” and “deemed re -export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content.
N. Force Majeure
Neither You, Contractor, nor Oracle shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. All parties will use reasonable efforts to mitigate the effect of a force majeure event. If such eve nt continues for more than 30 days, either You, Contractor, or Oracle may cancel unperformed Services and affected orders upon written notice. This Section does not excuse any party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.
O. Assignment
You may not assign Your order or give or transfer the Services, or an interest in the Services, to another individual or entity.
P. Other
1. Oracle is an independent contractor, and each party agrees that no partnership, joint venture, or agency relationship exists between You and Oracle or between Contractor and Oracle.
2. Oracle’s business partners and other third parties, including any third parties with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Services, are independent of Oracle and are not Oracle’s agents. Oracle is not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as Oracle’s subcontractor on an engagement ordered under these OMNIA Cloud STCs and, if so, then only to the same extent as Oracle would be responsible for Oracle’s resources under these OMNIA Cloud STCs. The Contract (including these OMNIA Cloud STCs) and Your order is entered exclusively between You and the Contractor. While Oracle has no contractual relationship with You, Oracle is a third-party beneficiary of the Contract (including these OMNIA Cloud STCs) and Your order.
3. Any notice required under your order shall be provided to the other party, and Oracle, in writing. Oracle may give notices applicable to Oracle’s Services customers by means of a general notice on the Oracle portal for the Services, and notices specific to You by electronic mail to Your e -mail address on record in Oracle’s account information or by wri tten communication sent by first class mail or pre -paid post to Your address on record in Oracle’s account information.
OMNIA Cloud STCs_v060721_US_ENG Page 8 of 9
4. If any term of these OMNIA Cloud STCs is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of these OMNIA Cloud STCs.
5. Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form, arising out of or relating to these OMNIA Cloud STCs may be brought by any party more than two years after the cause of action has accrued.
6. Prior to entering into an order governed by these OMNIA Cloud STCs, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your efforts to determine whether use of the standard Services are c onsistent with those requirements. Additional fees may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services.
7. Upon forty-five (45) days written notice and no more than once every twelve (12) months, Oracle may audit Your compliance with the terms of these OMNIA Cloud STCs and Your order. You agree to cooperate with Oracle’s audit and to provide reasonab le assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. Oracle shall comply with reasonable security and safety rules, policies, and procedures (“security rules”) while performing any such audit, provided that (i) such security rules are applicable to the performance of the audit; (ii) You make such security rules available to Oracle prior to the commencement of the audit; and (iii) such security rules do not modify or amend the terms and conditions of these OMNIA Cloud STCs or the applicable order (s). You shall be responsible for paying the additional fees related to use of the Services in excess of Your rights.
8. The Uniform Computer Transactions Act does not apply to these OMNIA Cloud STCs nor any order placed pursuant to them.
9. Accessibility. The extent to which an Oracle product is, prior to any customizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Architectural and Transportation Barriers Compliance Board standards set out in 36 CFR Part 1194 (known as 'Section 508'), effective as of June, 2001, or the Revised version in Appendix A (known as 'Revised Section 508') effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG) version 2.0 level AA, or the Web Content Accessibility Guid elines (WCAG) version 2.1 level AA as indicated by the dependencies, comments and exceptions (some of which may be significant, if any) noted on the applicable Accessibility Conformance Report (ACR) based on the Voluntary Product Accessibility Templates (VPAT) available at www.oracle.com/accessibility for each product, when they are used in accordance with Oracle's associated documents and other written information, and provided that any assistive technologies and any other products used with them properly interoperate with them. In the event that no ACR is available for a particular Oracle product, please contact the Oracle Accessibility Program Office at [email protected]. In some cases, the outcome may be that a product is still being evaluated for accessibility, may be scheduled to meet accessibility standards in a future release, or may not be scheduled to meet accessibility standards at all. Oracle Support customers with disabilities may use the online My Oracle Support or call Oracle Support at 1.800.223.1711. Hearing-impaired customers in the U.S. who wish to speak to an Oracle Support representative may use a telecommunications relay service (TRS). Information about the TRS is available at https://www.fcc.gov/file/15195/download (PDF), and a list of telephone numbers is available at http://www.fcc.gov/cgb/dro/trsphonebk.html. International hearing -impaired customers should use the TRS at +1.605.224.1837. Oracle Support will respond to product accessibility issues according to the current Technical Support Policies. No other terms, conditions, statements or any other such representations regarding or related to accessibility shall apply to the Oracle products or services provided under these OMNIA Cloud STCs. Oracle cannot make any commitments about future product directions, including plans to address accessibility or the availability of ACRs. Product direction remains at the sole discretion of Oracle.
10. Internet Protocol version 6 (IPv6). Prior to any customizations, the Oracle product(s) and service(s) to be delivered pursuant to the Contract are capable of accommodating Internet Protocol version 6 (IPv6) solely to the extent defined and noted in the relevant product/service documentation available at oracle.com. Please note that such capabilities are subject to the dependencies, comments and exceptions (some of which may be significant, if any) noted in such documentation, and require that Oracle product(s) and ser vice(s) are used in accordance with Oracle's associated documents and other written information and that any other products properly interoperate with them. If no relevant product/service documentation is found addressing IPv6, then Oracle makes no
OMNIA Cloud STCs_v060721_US_ENG Page 9 of 9
representations as to the capabilities of the product/service in question to accommodate IPv6. Oracle cannot make any commitments about future product directions, including plans to address IPv6. Product direction remains at the sole discretion of Oracle. No other terms, conditions, statements, requirements or any other such representations regarding or related to IPv6 shall apply to the Oracle products and services to be delivered pursuant to these OMNIA Cloud STCs.
11. If any document incorporated by reference into these OMNIA Cloud STCs contains a provision (a) allowing for the automatic termination of Your Services; or (b) allowing for the automatic renewal of Services and/or fees, then such terms shall not apply.
OMNIA Hardware STCs_v041320 Page 1 of 11
ORACLE HARDWARE
OMNIA PARTNERS SUPPLEMENTAL TERMS AND CONDITIONS v041320
THESE ORACLE HARDWARE, PROGRAMS AND SERVICES OMNIA PARTNERS SUPPLEMENTAL TERMS AND CONDITIONS (“ OMNIA HARDWARE STCS”) SHALL APPLY TO THE ORACLE
HARDWARE, PROGRAMS AND/OR SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (THE “CONTRACTOR”). THESE OMNIA HARDWARE STCS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON -ORACLE ORDER OR ORDERING DOCUMENTION. THESE
OMNIA HARDWARE STCS ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIES/SERVICES IN YOUR ORDER TO THE CONTRACTOR.
A. Definitions
“You” and “your” refers to the ordering activity that has ordered programs, hardware and/or services from an authorized distributor (“Contractor”) under the contract.
The term “ancillary programs” refers to third party materials specified in the program docume ntation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered.
The term “contract” refers to the Contractor’s OMNIA Partners contract.
The term “order” refers to the order placed under the contract inclusive of these expressly incorporated OMNIA Hardware STCs.
The term “integrated software” is defined as software embedded in the hardware which is essential to hardware functionality (e.g., firmware).
The term “integrated software options” refers to software or programmable code embedded in, installed on, or activated on the hardware that requires one or more unit licenses that You must separately order.
Such separate order will set forth the fees for the integrated software options You are ordering. Not all hardware contains integrated software options; please refer to the Oracle Integrated Software Options License Definitions, Rules and Metrics accessible at http://oracle.com/contracts (the “Integrated Software Options License Rules”) for the specific integrated software options that may apply to specific hardware. Oracle reserves the right to designate new software features as integrated software options in subsequent releases and that designation will be specified in the applicable documentation and i n the Integrated Software Options License Rules.
The term “ operating system” refers to the software that manages hardware for programs and other software.
The term “products” refers to programs, hardware, integrated software and operating system.
The term “program documentation” refers to the program user manual and program installation manuals. You may access the documentation online at http://oracle.com/documentation.
The term “programs” refers to the software products , owned or distributed by Oracle , which you have ordered, including program documentation, and any program updates acquired through technical support.
The term “services” refers to technical support services which you have ordered.
The term “hardware” refers to the hardware equipment, including components, options and spare parts.
The term “hardware documentation” refers to the hardware specifications, user manuals, and installation manuals. Hardware documentation is delivered with the hardware and/o r provided online.
OMNIA Hardware STCs_v041320 Page 2 of 11
B. Hardware Composition
Your hardware order consists of the following items: operating system (as defined in your configuration), integrated software and all hardware equipment (including components, options and spare parts) specified on the applicable order. The hardware equip ment or parts of it may be new or like new.
C. Rights Granted
Upon Contractor’s acceptance of your order, you have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in your order with Contractor), limited right to use t he programs and receive any services you ordered solely for your internal ordering activity operations and subject to the terms of these OMNIA Hardware STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation. You may allow your agents and contractors (including, without limitation, outsourcers) to use the programs for this purpose and you are responsible for their compliance with these OMNIA Hardware STCs , including the Oracle License Definitions and Rules, the order, the contract and the program documentation in such use. For programs that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations, such use is allowed.
You have the right to use the operating system delivered with the hardware subject to the terms of the license agreement(s) delivered w ith the hardware. Current versions of the license agreement(s) are located at http://oracle.com/contracts. You are licensed to use the operating system and any operating system updates acquired through technical support only as incorporated in, and as part of the hardware.
You have the limited, non -exclusive, royalty free, non -transferable, non -assignable right t o use integrated software options that You separately order subject to the terms of these OMNIA Hardware STCs, the applicable documentation and the Integrated Software Options License Rules; the Integrated Software Options License Rules are incorporated in and made a part of these OMNIA Hardware STCs.
You are licensed to use those integrated software options and any integrated software options updates acquired through technical support only as incorporated in, and as part of, the hardware. To fully understand Your license right to any integrated software options that You separately order, You need to review the Integrated Software Option s License Rules. In the event of any conflict between the OMNIA Hardware STCs and the Integrated Software Options License Rules, the Integrated Software Options License Rules shall take precedence.
You have the limited, non -exclusive, roy alty free, non -assignable right to use integrated software delivered with the hardware subject to the terms of these OMNIA Hardware STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation . You are licensed to use such integrated software and any integrated software updates acquired through technical support only as incorporated in, and as part of the hardware.
The operating system and/or integrated software may include separate works, identified in a readme file, notice file, or the applicable documentation, which are licensed under open source or similar license terms; your rights to use the operating system an d integrated software under such terms are not restricted in any way by these OMNIA Hardware STCs . The appropriate terms associated with such separate works can be found in the readme files, notice files or in the documentation accompanying the operating system and integrated software.
For GPLv2, LGPLv2.1, GPLv3 and LGPLv3 licensed code received by you as binaries on physical media, if you would like to receive a copy of the source code (“source code”) on media via postal service, submit your written request at <http://oss.oracle.com/systems-opensourcecode>.
Alternatively, you can mail your written request to Oracle Corporation, Attn: VP of Legal, Development and Engineering, 500 Oracle Parkway, MS-5OP10, Redwood Shores, CA 94065. Your request should include the name and version number of the product, your name, your company name (if applicable), your return mailing address, and your email address. Certain source distributions require a fee for physical media. Should this be the case, you will be sent details on the cost and payment procedure via email. Your request must be sent within three (3) years of the date of Oracle’s last delivery of the
OMNIA Hardware STCs_v041320 Page 3 of 11
applicable product. This offer only applies if you received your operating system and/or integ rated software on physical media.
The hardware shall be installed in the country that you specify as the delivery location on your purchasing document or when your purchasing document does not indicate a ship to address, the location specified in the order.
D. Ownership and Restrictions
Oracle or its licensors retain all ownership and intellectual property rights to the programs, the operating system, and integrated software. Oracle or its licensors retain all intellectual property rights to the hardware. Oracle retains all ownership and intellectual property rights to anything developed by Oracle and delivered under your order resulting from services. Unless otherwise stated in your order with Contractor, title to hardware, excluding the operating sys tem, integrated software and any other programs, and risk of loss or damages to the hardware will pass from Oracle upon delivery in accordance with the relevant Incoterms 2010. Title to and ownership of the programs, the operating system and integrated so ftware shall not pass to you or to a third party; title to and ownership of the programs, the operating system and integrated software shall remain with Oracle. You may make a sufficient number of copies of each program for your licensed use and one copy of each program media.
Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program documentation or readme files or notice files . The parties acknowledge that the terms of the contract or these OMNIA Hardware STCs do not apply to such third party technology.
The hardware is not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or operation of a nuclear facility. Use of the hardware for these purposes is prohibited.
You acknowledge that to operate certain hardware your facility must meet a minimum set of requirements as described in the hardware documentation. Such requirements may change from time to time, as communicated by Oracle to you in the applicable hardware documentation.
You may not:
• use the programs in a rental, timesharing, subscription service, hosting or outsourcing capacity; • remove or modify any program or hardware markings or any notice of Oracle’s or its licensors’ proprietary rights;
• remove any copyright notices or labels on the operating system or integrated software; • make the programs, operating system, integrated software or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license, operating system, integrated software or materials from the services you have acquired); • cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the operating system, integrated software, or programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), operating system or integrated software;
• make copies of the operating system or integrated software except for archival purposes, to replace a defective copy, or for program verification; or • disclose results of any program and/or hardware benchmark tests.
E. Warranties, Disclaimers and Exclusive Remedies
For the sake of clarity, this is the Oracle manufacturer’s warranty; nevertheless, it shall be accessed by you through the Contractor.
OMNIA Hardware STCs_v041320 Page 4 of 11
Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year from delivery (i.e. via physical shipment or electronic download). You must notify Oracle of any program warranty deficiency within one year from delivery.
ORACLE DOES NOT GUARANTEE THAT (i) THE HARDWARE PRODUCTS, (ii) OPERATING SYSTEM AND INTEGRATED SOFTWARE , AND (iii) THE PROGRAMS WILL PERFORM ERROR -
FREE OR UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL HARDWARE PRODUCTS, OPERATING SYSTEM AND INTEGRATED SOFTWARE, AND PROGRAM ERRORS.
Oracle provides a limited warranty (“Oracle Hardware Warranty”) for (i) the hardware, (ii) the operating system and the integrated software and the integrated software options, and (iii) the operating system media, the integrated software media and the integrated software options media (“media”, and (i), (ii) and (iii) collectively, “Hardware Items”). Oracle warrants that the hardware will be free from, and using the operating system and integrated software and integrated software options will not cause in the hardware, material defects in materials and workmanship for one year from the date the hardware is delivered to You. Oracle warrants that the media will be free from material defects in materials and workmanship for a period of 90 days from the date the media is deliv ered to You. You may access a more detailed description of the Oracle Hardware Warranty at http://www.oracle.com/us/support/policies/index.html (“Warranty Web Page”). Any changes to the Oracle Hardware Warranty specified on the Warranty Web Page will not apply to hardware or media ordered prior to such change. The Oracle Hardware Warranty applies only to hardware and media that have been (1) manufactured by or for Oracle, and (2) sold by Oracle (either directly or by an Oracle - authorized distributor). The hardware may be new or like new. The Oracle Hardware Warranty applies to hardware that is new and hardware that is like-new which has been remanufactured and certified for warranty by Oracle.
Oracle hardware products may be new or like new. The Oracle Hardware Warranty applies to hardware products that are new and hardware products that are like-new which have been remanufactured and certified for warranty by Oracle.
You may access a more detailed description of the limited hardware warranty at http://www.oracle.com/us/support/policies/index.html (“the warranty web page”). Any changes to the hardware warranty details specified on the warranty web page will not apply to hardware ordered prior to such change.
Parts or components which are replaced under the applicable warranty may not be new. Title in all defective parts which are removed from the hardwa re under applicable warranty shall transfer back to Oracle.
No warranty will apply to the hardware products, operating system, integrated software or media which has been:
i. modified, altered or adapted without Oracle’s written consent (including modification or removal of the Oracle/Sun serial number tag on the hardware); ii. maltreated or used in a manner other than in accordance with the relevant documentation; iii. repaired by any third party in a manner which fails to meet Oracle’s quality standards; iv. improperly installed by any party other than Oracle or an authorized Oracle certified installation partner;
v. used with equipment or software not covered by the warranty, to the exte nt that the problems are attributable to such use;
vi. relocated, to the extent that problems are attributable to such relocation; vii. used directly or indirectly in supporting activities prohibited by U.S. or other national export regulations;
viii. used by parties appearing on the most current U.S. export exclusion list; ix. relocated to countries subject to U.S. trade embargo or restrictions; x. used remotely to facilitate any activities in the countries referenced in (viii) and (ix) above; or
OMNIA Hardware STCs_v041320 Page 5 of 11
xi. purchased from any entity other than Oracle or an Oracle authorized reseller.
This Oracle Hardware Warranty does not apply to normal wear of the hardware products or media. The Oracle Hardware Warranty is extended only to the original purchaser or original lessee of the hardware product and may be void in the event that title to the hardware product is transferred.
Oracle also warrants that services will be provided in a professional manner consistent with industry standards. You must notify Oracle of any services warranty deficiencies within 90 days from performance of the deficient services.
To the extent not addressed in your order for the Hardw are Products and media to which this Oracle Hardware Warranty applies, the following Limitations apply:
NEITHER ORACLE OR ITS AFFILIATES NOR YOU WILL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF
PROFITS, REVENUE, DATA, OR DATA USE ARISING OUT OF OR RELATED TO THIS WARRANTY HOWEVER THEY ARISE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE.
YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY FOR BREACH OF WARRANTY SHALL BE: (A) THE REPAIR OR, AT ORACLE’S OPTION AND EXPENSE, REPLACEMENT OF
THE DEFECTIVE PRODUCT, OR IF SUCH REPAIR OR REPLACEMENT IS NOT REASONABLY
ACHIEVABLE, THE REFUND OF THE F EES PAID TO ORACLE FOR THE DEFFECTIVE PRODUCT; OR (B) THE REPERFORMANCE OF THE DEFICIENT HARDWARE -RELATED SERVICE OFFERINGS; OR, (C) IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE
DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT
HARDWARE-RELATED SERVICE OFFERINGS AND RECOVER THE FEES ACTUALLY PAID TO ORACLE FOR THE DEFICIENT HARDWARE-RELATED SERVICE OFFERINGS. TO THE EXTENT
NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO
OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
F. Technical Support
Technical support consists of annual technical support services you may have ordered or will order for the programs and/or hardware , including support renewals. Support must be ordered pursuant to a valid End User License Agreement such as these OMNIA Hardware STCs . With respect to technical support for software products, bug fixes, security fixes and any updates received shall be provided under the terms of the license agreement that You accepted upon ordering the programs.
If ordered, annual technical support (including first year and all subsequent years) for programs is provided under Oracle’s technical support policies in effect at the time the services are provided. The technical support policies, incorporated herein, are subject to change at Oracle’s discretion; however, Oracle policy changes will not result in a material reduction in the level of services provided for supported programs during the period for which technical support has been ordered. You should review the policies prior to entering into an order for the applicable services. You may access the current version of the technical support policies at http://www.oracle.com/us/support/policies/index.html. The technical support policies state that, “global customer support services and systems are not designed to accommodate special secur ity controls that may be required to store or process certain types of sensitive data." Accordingly, as stated in the technical support policies, You agree not to submit any health, payment card, CUI or other controlled or sensitive data that require prote ctions greater than those specified in the Oracle Global Customer Support Security Practices to Oracle as part of any service request. Software Update License & Support (or any su ccessor technical support offering to Software Update License & Support, “SULS”) acquired with your order may be renewed annually through a reseller that is expressly authorized to distribute support renewals. The order with Contractor will specify your S ULS fee for the first renewal year should you renew SULS for the same number of licenses for the same programs as contained in the original order. If you elect not to purchase technical support at the time that the program is ordered, then you may be required to pay reinstatement fees in
OMNIA Hardware STCs_v041320 Page 6 of 11
accordance with Oracle’s technical support policies in effect at the time of reinstatement if you decide to purchase technical support at a later date. Technical support for programs is effective upon shipment of tangible media or upon the effective date of the order if shipment of tangible media is not required.
If ordered, Oracle Hardware and Systems Support (including first year and all subsequent years) is provided under Oracle’s Hardware and Systems Support Polici es in effect at the time the services are provided. You agree to cooperate with Oracle and provide the access, resources, materials, personnel, information, and consents that Oracle may require in order to perform the services. The Oracle Hardware and Sy stems Support Policies, incorporated herein, are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of services provided during the period for which Oracle Hardware and Systems Support has been ordered. You shou ld review the policies prior to entering into an order. You may access the current version of the Oracle Hardware and Systems Support Policies at http://www.oracle.com/us/support/policies/index.html. The technical support policies state that, “global customer support services and systems are not designed to accommodate special security controls that may be required to store or process certain types of sensitive data." Accordingly, as stated in the technical support policies, You agree not to submit any health, payment card, CUI or other controlled or sensitive data that require protections greater than those specified in the Oracle Global Customer Support Security Practices to Oracle as part of any service request.
Oracle Hardware and Systems Support acquired with your order may be renewed annually through a reseller that is expressly authorized to distribute sup port renewals . The order with Contractor will specify your Oracle Hardware and Systems Support fee for the first renewal year should you renew Oracle Hardware and Systems Support for the same systems and same configurations as contained in the original order. If you elect not to purchase technical support at the time that the hardware is ordered, then you may be required to pay reinstatement fees in accordance with Oracle’s technical support policies in effect at the time of reinstatement if you decide to purchase technical support at a later date.
Technical support for hardware is effective upon delivery of hardware or upon the effective date of the order if shipment of hardware is not required.
Invoices for technical support services shall be submitt ed by Contractor on a quarterly basis (unless otherwise specified in the order) after the completion of such period.
Notwithstanding anything in Oracle’s technical support policies or Oracle’s Hardware and Systems Support Policies to the contrary, you may discontinue support at the end of any current support term and, at any time thereafter, reinstate support by executing an order for such services with Contractor.
If you decide to reinstate such support, you must pay a reinstatement fee. The reinstatement fee shall be the amount that would have been paid by the ordering activity for the past support period had such support not lapsed. In addition to the reinstatement fee described in the preceding sentence, you must pay the support fee for the new support period quarterly in arrears in accordance with the order . This technical support fee for the new support period is computed as follows: (i) if support lapsed, then the support fee for a twelve month support period shall be the la st annual support fee you paid for the relevant program and/or hardware system; (ii) if you never acquired technical support for the relevant program and/or hardware system, then the annual support fee shall be the fee that would have been charged if suppo rt had been ordered originally for the relevant program and/or hardware system per Oracle’s Support pricing policies in effect at the time of reinstatement. Renewal adjustments may be applied to the annual support fee described in (i) and (ii) above.
G. Intellectual Property Indemnification
If someone makes a claim against you or Oracle (“Recipient” which may refer to you or Oracle depending upon which party received the Material), that any information, design, specification, instruction, software, data, or material (“Material”) furnished by either you or Oracle (“Provider”, which may refer to you or Oracle depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights (including U.S. or foreign patent, trademark and copyright), the Provider will indemnify the Recipient against the claim to the extent permitted by law if the Recipient does the following:
OMNIA Hardware STCs_v041320 Page 7 of 11
• notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim;
• gives the Provider control of the defense, with input from Recipient, and any settlement negotiations; and
• 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 someone else’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 for it. If you are the Provider and such return materially affects Oracle’s ability to meet its obligations under the relevant order (e.g., impairs Oracle’s ability to perform due to a work statement, schedule or cost impact), then Oracle may, at its option and upon 30 days prior written notice, request termination of the order. 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 , or if the Recipient continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Oracle 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 Oracle. Oracle will not i ndemnify you for infringement caused by your actions against any third party if the Oracle program(s) as delivered to you and used in accordance with the terms of the order and the OMNIA Software STCs would not otherwise infringe any third party intellectual property rights. Oracle will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of your order with Contractor (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of your order with Contractor.
Notwithstanding the provisions of the paragraph above and with respect to hardware only, if the Provider believes or it is determined that the hardware (or portion thereof) may have violated a third party’s intellectual property rights, the Provider may choose to either replace or modify the hardware (or portion thereof) to be non-infringing (while substantially preserving its utility or functionality) or obtain a right to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may remove the applicable hardware (or portion thereof) and refund the net book value and, if Oracle is the Provider of infringing Hardware, any unused, prepaid technical support fees You have paid to Oracle for the Hardware.
In the event that the Material is Separately Licensed Third Party Technology and the associated Separate Terms do not allow te rmination of the license, in lieu of ending the license for the Material, Oracle may end the license for, and require return of, the program associated with that Separately Licensed Third Party Technology and shall refund any program license fees You may h ave paid to Oracle for the program license and any unused, prepaid technical support fees You have paid to Oracle for the Program license.
For claims related to hardware, if you are a current subscriber to Oracle technical support services for the operating system (e.g., Oracle Premier Support for Systems, Oracle Premier Support for Operating Systems or Oracle Linux Premier Support), then for the period of time for which you are/were a subscriber to the applicable Oracle technical support services (i) the phrase “Material” under this section shall include the operating system and the any Integrated Software Options that You have licensed and (b) the phrase “ Program(s)” in th is section is replaced by the phrase “ Program(s) or the Operating System or Integrated Software or Integrated Software Options (as applicable)” (i.e., Oracle will not indemnify You for Your use of the Operating System and/or Integrated Software and/or Integrated
OMNIA Hardware STCs_v041320 Page 8 of 11
Software Options when You were not a subscriber to the applicable Oracle technical support services). Notwithstanding the foregoing, with respect solely to the Linux operating system, Oracle will not indemnify You for Materials that are not part of the Oracle Linux covered files as defined at http://www.oracle.com/us/support/library/enterprise-linux-indemnification-069347.pdf.
H. NEITHER YOU NOR ORACLE OR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUEN TIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE’S OR ITS AFFILIATE’S MAXIMUM
AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO AN ORDER
ISSUED PURSUANT TO THESE OMNIA HARDWARE STCS, WHETHER IN CONTRACT OR TORT,
OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES ACTUALLY PAID TO
CONTRACTOR UNDER SUCH ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF
PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES,
SUCH LIABILITY SHALL BE LIMITED TO THE FEES ACTUALLY PAID TO CONTRACTOR UNDER
SUCH ORDER FOR THE DEFICIENT PROGRAM, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY .
I. Other
1. You may not assign orders or give or transfer the programs, the operating system, the integrated software and/or any services or an interest in them to another individual or entity. If you grant a security interest in the programs, the operating system, the integrated software and/or any services deliverables, the secured party has no right to use or transfer the programs, the operating system, the integrated software and/or any services deliverables, and if you decide to finance your acquisition of hardware, programs and/or any services , you will follow Oracle’s policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights you may otherwise have with respect to the Linux operating system, third party technology or separate works licensed under open source or similar license terms.
2. In entering into an order under the contract, you agree and acknowledge that you have not relied on the future availability of any hardware, program or updates. However, (a) if you order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the relevant order, if and when available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under the order, per the terms of these OMNIA Hardware STCs.
3. Accessibility
The extent to which an Oracle product is, prior to any customizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Architectural and Transportation Barriers Compliance Board stand ards set out in 36 CFR Part 1194 (known as 'Section 508' ), effective as of June, 2001, or the Revised version in Appendix A (known as 'Revised Section 508') effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG) version 2.0 lev el AA, or the Web Content Accessibility Guidelines (WCAG) version 2.1 level AA as indicated by the dependencies, comments and exceptions (some of which may be significant, if any) noted on the applicable Accessibility Conformance Report (ACR) based on the Voluntary Product Accessibility Templates (VPAT) available at www.oracle.com/accessibility for each product, when they are used in accordance with Oracle's associated documents and other written information, and provided that any assistive technologies and any other products used with them properly interoperate with them. In the event that no ACR is available for a particular Oracle product, please contact the Oracle Accessibility Program Office at [email protected]. In some cases, the outcome may be that a product is still being evaluated for accessibility, may be scheduled to meet accessibility standards in a future release, or may not be scheduled to meet accessibility standards at all. Oracle Support customers with disabilities may use the online My Oracle Support or call Oracle Support at 1.800.223.1711. Hearing -impaired customers in the U.S. who wish to speak to an Oracle Support representative may use a telecommunications relay
OMNIA Hardware STCs_v041320 Page 9 of 11
service (TRS). Information about the TRS is available at https://www.fcc.gov/file/15195/download (PDF), and a list of telephone numbers is available at http://www.fcc.gov/cgb/dro/trsphonebk.html.
International hearing-impaired customers should use the TRS at +1.605.224.1837. Oracle Support will respond to product accessibility issues according to the current Technical Support Policies. No other terms, conditions, statements or any other such representations regarding or related to accessibility shall apply to the Oracle products provided under these OMNIA Hardware STCs .
Oracle cannot make any commitments about future product directions, including plans to address accessibility or the availability of ACRs. Product direction remains at the sole discretion of Oracle.
4. Internet Protocol version 6 (IPv6)
Prior to any customizations, t he Oracle product(s) and service(s) to be delivered pursuant to the contract are capable of accommodating Internet Protocol version 6 (IPv6) solely to the extent defined and noted in the relevant product/service documentation available at oracle.com. Pleas e note that such capabilities are subject to the dependencies, comments and exceptions (some of which may be significant, if any) noted in such documentation, and require that Oracle product(s) and service(s) are used in accordance with Oracle's associated documents and other written information and that any other products properly interoperate with them. If no relevant product/service documentation is found addressing IPv6, then Oracle makes no representations as to the capabilities of the product/service in question to accommodate IPv6. Oracle cannot make any commitments about future product directions, including plans to address IPv6. Product direction remains at the sole discretion of Oracle. No other terms, conditions, statements, or any other such representations related to IPv6 shall apply to the Oracle products and /or services provided under these OMNIA Hardware STCs.
5. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs and hardware (including any integrated software and operating system(s)). You agree that such export laws govern your use of the programs (including technical data), hardware (including any integrated software and operating system(s)) and any services deliverables provided under your order, and you agree to comply with all such export laws and regulations (including “deemed export ” and “deemed re -export” regulations). You agree that no data, information, program, hardware (including any integrated software and operating system(s)) and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. You shall include the following notice on packing lists, commercial invoices, shipping documents and other documents involved in the transfer, export or re -export of the programs and hardware (including any integrated software and operating system(s)): ‘These commodities, technology, software, or hardware (including any integrated software and operating system(s)) were exported in accordance with U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export laws is prohibited.
6. Oracle, as the owner of the intellectual property of the program licenses and the technical support services, is a third party beneficiary of the contract and the orders for Oracle products issued pursuant to the contract, but does not assume any of the Oracle authorized res eller’s obligations thereunder.
7. The Uniform Computer Information Transactions Act does not apply to these OMNIA Hardware STCs nor any order placed pursuant to them.
8. You understand that the Contractor and Oracle’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of Oracle and are not Oracle’s agents. Oracle is not bound by any acts of any such entity, unless the entity is providing services as an Oracle subcontractor under an engagement ordered directly with Oracle.
9. You may order trial programs, or Oracle may include additional programs with your order with Contractor which you may use for trial, non -production purposes only. You may not use the trial
OMNIA Hardware STCs_v041320 Page 10 of 11
programs to pr ovide or attend third party training on the content and/or functionality of the programs. You have 30 days from the delivery date to evaluate these programs. If you decide to use any of these programs after the 30-day trial period, you must obtain a license for such programs from Oracle or an authorized distributor. If you decide not to obtain a license for any program after the 30 day trial period, you will cease using and delete any such programs from your computer systems. Programs licensed for trial purposes are provided “as is” and Oracle does not provide technical support or offer any warranties for these programs.
10. Oracle may include additional programs on the hardware (e.g., Exadata Storage Server software).
You are not authorized to use those programs unless you have a license specifically granting you the right to do so; however, you may use programs for trial, non -production purposes for up to 30 days from the date of delivery provided that such use is subject to the terms for trial programs in the contract, including these OMNIA Hardware STCs.
11. Unless otherwise agreed in an order, upon 45 days written notice and no more than once annually, Oracle may audit your use of the programs to ensure Your use of programs is in compliance with the terms of the applicable order and these STCs . You agree to cooperate with Oracle’s audit, provide reasonable assistance and access to information. Such cooperation and assistance shall also include, but shall not be limited to, the ru nning of Oracle data measurement tools on Your servers and providing, or permitting the Contractor to provide, the resulting data to Oracle. Any such audit shall not unreasonably interfere with your normal business operations, and shall comply with Your reasonable security and safety rules, policies, and procedures , including any facility or system access rules applicable to outside parties (“security rules”) while performing any such audit, provided that such security rules are applicable to the performanc e of the audit; you make such security rules available to Oracle prior to the commencement of the audit; and such security rules do not modify or amend the terms and conditions of the contract or the applicable order. If the audit identifies non-compliance, You shall be responsible for remedying such non -compliance, which may include, without limitation, paying any underpaid fees related to use of the programs and Oracle or the Contractor (as the case may be) or for discontinuing noncompliant use. Should the remedy require You to pay fees, You will submit a contract modification to document the amount of such fees. In all cases, Oracle shall not be responsible for any costs incurred by you in cooperating with the audit. The performance of the audit and non -public data obtained during the audit (including findings or reports that result from the audit) shall be subject to Section I (Nondisclosure) of these OMNIA Hardware STCs.
12. Upon termination of a program license, you are required to discontinue use and destroy or return to the Contractor all copies of the programs and program documentation associated with the terminated license.
13. Source code may be delivered as part of the standard delivery for particular programs, operating system or integrated software; all such source code is subject to the terms of these OMNIA Hardware STCs , including the Oracle License Definitions and Rules, the applicable order, the contract and the applicable program documentation.
14. Except as stated otherwise in your order, the version of Oracle’s Applications Licensing Table in effect as of the effective date of your order shall apply to the licenses for programs you have ordered. The applicable Applications Licensing Table is available at http://oracle.com/us/corporate/contracts. Oracle reserves the right to periodically change the information presented on the website provided above. All information on this website is provided “as-is” without warranty of any kind, either express or implied.
15. Except as stated otherwise in your order, the version of Oracle’s Integrate d Software Options License Definitions, Rules and Metrics, as well as Terms for Oracle Solaris in effect on the date of your order shall apply to your licenses for the programs, Integrated Software Options and Oracle Solaris you have ordered, as applicable. All applicable License Definitions and Rules, Metrics, and
OMNIA Hardware STCs_v041320 Page 11 of 11
Terms referenced in this paragraph are available at http://www.oracle.com/us/corporate/contracts.
Oracle reserves the right to periodic ally change the information presented on the website referenced in this paragraph. All information on the website is provided “as-is” without warranty of any kind, either express or implied.
16. If any provision herein or document incorporated by reference into these OMNIA Hardware STCs, including the License Definitions and Rules and terms included and/or referenced therein, contains a provision (a) allowing for the automatic termination of your technical support services; or (b) allowing for the automatic renewal of services and/or fees, then such terms shall not apply..
17. Products and Service Offerings deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications.
18. For software (i) that is part of programs, operating systems, integrated software or integrated software options (or all four) and (ii) that You receive from Oracle in binary form and (iii) that is licensed under an open source license that gives You the right to receive the source code for that binary, You may obtain a copy of the applicable source code from https://oss.oracle.com/sources/ or http://www.oracle.com/goto/opensourcecode. If the source code for such software was not provided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the i nstructions in the “Written Offer for Source Code” section of the latter website.
OMNIA Software STCs_v060121_US_ENG Page 1 of 6
ORACLE SOFTWARE PROGRAMS AND/OR SERVICES
OMNIA PARTNERS SUPPLEMENTAL TERMS AND CONDITIONS v060121
THESE ORACLE SOFTWARE PROGRAM AND/OR SERVICES OMNIA PARTNERS SUPPLEMENTAL TERMS AND CONDITIONS (“OMNIA SOFTWARE STCs”) SHALL APPLY TO THE ORACLE SOFTWARE PROGRAMS AND/OR SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (THE “CONTRACTOR”). THESE
OMNIA SOFTWARE STCS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON - ORACLE ORDER OR ORDERING DOCUMENTATION. THESE OMNIA SOFTWARE STCS ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIES/SERVICES IN YOUR ORDER TO THE CONTRACTOR.
A. Definitions
“You” and “Your” refers to the ordering activity that has ordered programs, and/or services from an authorized distributor (“Contractor”) under the contract.
The term “ancillary programs” refers to third party materials specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered.
The term “contract” refers to the Contractor’s OMNIA Partners contract.
The term “program documentation” refers to the program user manual and program installation manuals.
The term “programs” refers to the software products owned or distributed by Oracle which you have ordered, program documentation, and any program updates acquired through technical support.
The term “services” refers to annual technical support services which you have ordered.
B. Rights Granted
Upon Contractor’s acceptance of your order, you have the non -exclusive, non -assignable, royalty free, perpetual (unless otherwise specified in your order with Contractor), limited right to use the programs and receive any services you ordered solely for your internal ordering activity operations and subject to the terms of these, including the Oracle License Definitions and Rules, the order, the contract and the program documentation. You may allow your agents and contractors (including, without limitation, outsourcers) to use the programs for this purpose and you are responsible for their compliance with these OMNIA Software STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation in such use. For programs that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations, such use is allowed.
C. Ownership and Restrictions
Oracle or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership and intellectual property rights to anything developed by Oracle and delivered under your order resulting from services. You may make a sufficient number of copies of each program for your licensed use and one copy of each program media.
Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program documentation. Such third party technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not under the terms of the contract or these OMNIA Software STCs.
You may not:
• use the programs in a rental, timesharing, subscription service, hosting or outsourcing capacity; • remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights;
OMNIA Software STCs_v060121_US_ENG Page 2 of 6
• make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired); • cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), operating system or integrated software; or • disclose results of any program benchmark tests.
D. Warranties, Disclaimers and Exclusive Remedies
For the sake of clarity, this is the Oracle manufacturer’s warranty; nevertheless, it shall be accessed by you through the Contractor.
Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year from delivery (i.e. via physical shipment or electronic download). You must notify Oracle of any program warranty deficiency within one year from delivery. ORACLE DOES NOT
GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR -FREE OR UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
Oracle also warrants that services will be provided in a professional manner consistent with industry standards.
You must notify Oracle of any services warranty deficiencies within 90 days from performance of the deficient services.
FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A
COMMERCIALLY REASONABLE MANNER YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES PAID TO ORACLE FOR THE PROGRAM LICENSE DISTRIBUTED TO YOU; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES PROVIDED BY ORACLE; OR, IF ORACLE CANNOT
SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END
THOSE SERVICES AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICES PROVIDED BY ORACLE TO YOU. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES
ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITION S
WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
E. Technical Support
Technical support consists of annual technical support services you may have ordered or will order for the programs, including support renewals. Support must be ordered pursuant to a valid End User License Agreement such as these OMNIA Software STCs. Bug fixes, security fixes and any updates received shall be provided under the terms of the license agreement that You accepted upon ordering the programs.
If ordered, annual technical support (including first year and all subsequent years) for programs is provided under Oracle’s technical support policies in effect at the time the services are provided. The technical support policies, incorporated herein, are subject to change at Oracle’s discretion; however, Oracle policy changes will not result in a material reduction in the level of services provided for supported programs during the period for which technical support has been ordered. You should review the policies prior to entering into an order for the applicable services. You may access the current version of the technical support policies at http://www.oracle.com/us/support/policies/index.html. The technical support policies state that, “global customer support services and systems are not designed to accommodate special security controls that may be required to store or process certain types of sensitive data." Accordingly, as stated in the technical support policies, You agree not to submit any health, payment card, or other controlled or sensitive data that require protections greater than those specified in the Oracle Global Customer Support Security Practices to Oracle as part of any service request. Software Update License & Support (or any successor technical support offering to Software Update License & Support, “SULS”) acquired with your order may be renewed annually through a reseller that is expressly
OMNIA Software STCs_v060121_US_ENG Page 3 of 6
authorized to distribute support renewals. The order with Contractor will specify your SULS fee for the first renewal year should you renew SULS for the same number of licenses for the same programs as contained in the original order; the fee for SULS for the second renewal year will not increase by more than 4% over the prior year’s fees.
If you elect not to purchase technical support at the time that the program is ordered, then you may be required to pay reinstatem ent fees in accordance with Oracle’s technical support policies in effect at the time of reinstatement if you decide to purchase technical support at a later date. Technical support for programs is effective upon shipment of tangible media or upon the effective date of the order if shipment of tangible media is not required.
Invoices for technical support services shall be submitted by Contractor on a quarterly basis (unless otherwise specified in the order) after the completion of such period.
Notwithstanding anything in Oracle’s technical support policies to the contrary, you may discontinue technical support at the end of any current technical support term and, at any time thereafter, reinstate technical support by executing an order for such services with Contractor. If you decide to reinstate technical support, you must pay a reinstatement fee. The reinstatement fee shall be the amount that would have been paid by the ordering activity for the past support period had technical support not lapsed. In addition to the reinstatement fee described in the preceding sentence, you must pay the technical support fee for the new support period. This technical support fee for the new support period is computed as follows: (i) if technical support lapsed, then the technical support fee for a twelve month support period shall be the last annual technical support fee you paid for the relevant program; (ii) if you never acquired technical support for the relevant program, then the annual technical support fee shall be the fee that would have been charged if support had been ordered originally for the relevant program per Oracle’s Support pricing policies in effect at the time of reinstatement. Renewal adjustments may be applied to the annual support fee described in (i) and (ii) above.
F. Intellectual Property Indemnification
If someone makes a claim against you or Oracle (“Recipient” which may refer to you or Oracle depending upon which party received the Material), that any inf ormation, design, specification, instruction, software, data, or material (“Material”) furnished by either you or Oracle (“Provider”, which may refer to you or Oracle depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights (including U.S. or foreign patent, trademark and copyright), the Provider will indemnify the Recipient against the claim to the extent permitted by law if the Recipient does the following:
o notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim;
o gives the Provider control of the defense, with input from Recipient, and any settlement negotiations; and
o gives the Provider the informatio n, 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 someone else’s intellectual property rights, the Provider may choose to either mo dify 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 for it. If you are the Provider and such return materially affects Oracle’s ability to meet its obligations under the relevant order (e.g., impairs Oracle’s ability to perform due to a work statement, schedule or cost impact), then Oracle may, at its option and upon 30 days prior written notice, request termination of the order. 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, or if the Recipient continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Oracle 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
OMNIA Software STCs_v060121_US_ENG Page 4 of 6
provided by Oracle. Oracle will not indemnify you for infringement caused by your actions against any third party if the Oracle program(s) as delivered to you and used in accordance with the terms of the order and the OMNIA Software STCs would not otherwise infringe any third party intellectual property rights. Oracle will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of your order with Contractor (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of your order with Contractor.
This section provides Your and Oracle’s exclusive remedy for any infringement claims or damages.
G. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE.
CONTRACTOR’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO AN
ORDER ISSUED PURSUANT TO THESE OMNIA SOFTWARE STCS, WHETHER IN CONTRACT OR TORT,
OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID CONTRACTOR UNDER
THE RELEVANT ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS,
HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES, SUCH LIABILITY SHALL
BE LIMITED TO THE FEES YOU PAID CONTRACTOR FOR THE DEFICIENT PROGRAM, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY.
H. Other
1. You may not assign orders or give or transfer the programs and/or any services or an interest in them to another individual or entity. If you grant a security interest in the programs and/or any services deliverables, the secured party has no right to use or transfer the programs and/or any services deliverables, and if you decide to finance your acquisition of programs and/or any services, you will follow Oracle’s policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights you may otherwise have with respect to the Linux operating system, third party technology or separate works licensed under open source or similar license terms.
2. In entering into an order under the contract, you agree and acknowledge that you have not relied on the future availability of any program or updates. However, (a) if you order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the relevant order, if and when available, in accordance with Oracle’s then current technical support poli cies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under the order, per the terms of these OMNIA Software STCs.
3. Accessibility. The extent to which an Oracle product is, prior to any customizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Architectural and Transportation Barriers Compliance Board standards set out in 36 CFR Part 1194 (known as 'Section 50 8'), effective as of June, 2001, or the Revised version in Appendix A (known as 'Revised Section 508') effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG) version 2.0 level AA, or the Web Content Accessibility Guidelines (WCAG) version 2.1 level AA as indicated by the dependencies, comments and exceptions (some of which may be significant, if any) noted on the applicable Accessibility Conformance Report (ACR) based on the Voluntary Product Accessibility Templat es (VPAT) available at www.oracle.com/accessibility for each product, when they are used in accordance with Oracle's associated documents and other written information, and provided that any assistive technologies and any other products used with them properly interoperate with them.
In the event that no ACR is available for a particular Oracle product, please contact the Oracle Accessibility Program Office at [email protected]. In some cases, the outcome may be that a product is still being evaluated for accessibility, may be scheduled to meet accessibility standards in a future release, or may not be scheduled to meet accessibility standards at all. Oracle Support customers with disabilities may use the online My Oracle Support or call Oracle Support at 1.800.223.1711. Hearing -impaired customers in the U.S. who wish to speak to an Oracle Support representative may use a telecommunications relay servi ce (TRS). Information about the TRS is available at https://www.fcc.gov/file/15195/download (PDF), and a list of telephone numbers is available at http://www.fcc.gov/cgb/dro/trsphonebk.html. International hearing -impaired customers should use the TRS at
OMNIA Software STCs_v060121_US_ENG Page 5 of 6
+1.605.224.1837. Oracle Support will respond to product accessibility issues according to the current Technical Support Policies. No other terms, conditions, statements or any other such representations regarding or related to accessibility shall apply to the Oracle products provided under these OMNIA Software STCs. Oracle cannot make any commitments about future product directions, including plans to address accessibility or the availability of ACRs. Product direction remains at the sole discretion of Oracle.
4. Internet Protocol version 6 (IPv6). Prior to any customizations, the Oracle product(s) and service(s) to be delivered pursuant to the contract are capable of accommodating Internet Protocol version 6 (IPv6) solely to the extent defined and noted in the relevant product/service documentation available at oracle.com. Please note that such capabilities are subject to the dependencies, comments and exceptions (some of which may be significant, if any) noted in such documentation, and require that Oracle product(s) and service(s) are used in accordance with Oracle's associated documents and other written information and that any other products properly interoperate with them.
If no relevant product/service documentation is found addressing IPv6, then Oracle makes no representations as to the capabilities of the product/service in question to accommodate IPv6. Oracle cannot make any commitments about future product directions, including plans to address IPv6. Product direction remains at the sole discretion of Oracle. You agree that the representations provided and referenced in this paragraph satisfy Your requirements relating to IPv6, and that no other IPv6 -related requirements, terms, conditions, statements or any other such representations, including any which may be contained in any non -Oracle order or ordering documentation, shall apply to the Oracle products and/or services provided under these OMNIA Software STCs.
5. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs. You agree that such export laws govern your use of the programs (including technical data), and any services deliverables provided under your order, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re -export” regulations). You agree that no data, information, program, and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile tec hnology.
6. Oracle, as the owner of the intellectual property of the program licensed and the technical support services, is a third party beneficiary of the contract and the orders for Oracle products issued pursuant to the contract, but does not assume any of the Oracle authorized reseller’s obligations thereunder.
7. The Uniform Computer Information Transactions Act does not apply to these OMNIA Software STCs nor any order placed pursuant to them.
8. You understand that the Contractor and Oracle’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of Oracle and are not Oracle’s agents. Oracle is not bound by any acts of any such entity, unless the entity is providing services as an Oracle subcontractor under an engagement ordered directly with Oracle.
9. You may order trial programs, or Oracle may include additional programs with your order with Contractor which you may use for trial, non -production purposes only. You may not use the trial programs to provide or attend third party training on the content and/or functionality of the programs. You have 30 days from the delivery date to evaluate these programs. If you decide to use any of these programs after the 30 -day trial period, you must obtain a license for such programs from Oracle or an authorized d istributor. If you decide not to obtain a license for any program after the 30 day trial period, you will cease using and delete any such programs from your computer systems. Programs licensed for trial purposes are provided “as is” and Oracle does not provide technical support or offer any warranties for these programs.
10. Unless otherwise agreed in an order, upon 45 days written notice, and no more than once annually, Contractor may audit your use of the programs. You agree to cooperate with Contractor’s audit, provide reasonable assistance and access to information and permit Contractor to report the audit results to Oracle. Any such audit shall not unreasonably interfere with your normal business operations. Contractor shall comply with reasonable
OMNIA Software STCs_v060121_US_ENG Page 6 of 6
security and safety rules, policies, and procedures (“security rules”) while performing any such audit, provided that such security rules are applicable to the performance of the audit; you make such security rules available to Contractor prior to the commencement of the audit; and such security rules do not modify or amend the terms and conditions of the contract or the applicable order. You shall be responsible for paying any underpaid fees related to use of the programs. Contractor may assign its right to audit your use of the programs to Oracle. Contractor may assign its right to audit your use of the programs to Oracle. If the Contractor assigns its right to audit your use of the programs to Oracle, then Oracle shall not be responsible for any costs in curred by either you or Contractor in cooperating with the audit.
11. Upon termination of a program license, you are required to discontinue use and destroy or return to the Contractor all copies of the programs and program documentation associated with the t erminated license.
12. Source code maybe delivered as part of the standard delivery for particular programs; all such source code is subject to the terms of these OMNIA Software STCs , including the Oracle License Definitions and Rules, the applicable order, the contract and the applicable program documentation.
13. Programs and service deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications.
14. For software (i) that is part of Programs, Operating Systems, Integrated Software or Integrated Software Options (or all four) and (ii) that You receive from Oracle in binary form and (iii) that is licensed under an open source license that gives You the right to receive the source code for that binary, You may obtain a copy of the applicable source code from https://oss.oracle.com/sources/ or http://www.oracle.com/goto/opensourcecode. If the source code for such software was not provided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the instructions in the “Written Offer for Source Code” section of the latter website.
15. Oracle’s Applications Licensing Table in effect as of the effective date of your order is incorporated herein.
You may access the current version of the Applications Licensing Table at http://oracle.com/contracts. Oracle reserves the right to periodically change the information presented on the website provided above. All information on this website is provided "as-is" without warranty of any kind, either express or implied.
16. Oracle’s License Definitions and Rules are incorporated herein. You may access the current version of the License Definitions and Rules at http://oracle.com/contracts.
17. If any document incorporated by reference into these OMNIA Software STCs, including the License Definitions and Rules and terms included and/or referenced therein, contains a provision (a) allowing for the automatic termination of your license rights or technical support services; or (b) allowing for the automatic renewal of services and/or fees, then, such terms shall not apply.
OSSS Supp PSTC v041824 Page 1 of 5
SUPPLEMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE SOURCE SUPPORT SERVICES (“OSSS”)
These Supplemental Public Sector Terms and Conditions (“Terms and Conditions”) apply to the Oracle Linux, Oracle VM, and Verrazzano Services that you order from the Contractor through orders issued pursuant to the contract to which these Terms and Conditions are attached and incorporated (the “Contract”). These Terms and Conditions shall take precedence over any conflicting term s in the Contract or any order issued pursuant to the Contract and shall govern Your use of the Oracle Linux/Oracle VM / Verrazzano Service Offering(s) ordered from the authorized Oracle reseller or distributor (“Contractor”).
1. DEFINITIONS
1.1 “You” and “your” refers to the ordering activity that has ordered services from an authorized distributor (“Contractor”) under the contract.
1.2 The term “order” refers to the order placed under the contract inclusive of these terms expressly incorporated herein.
1.3 “Covered Programs” is defined as the specific set of software products listed on the document titled Oracle Linux and Oracle VM Covered Programs (available at http://www.oracle.com/us/support/library/enterprise -linux- indemnification-069347.pdf) for which you have ordered Oracle Linux Service Offering(s) and/or Oracle VM Service Offering(s), including any related program documentation and patches and bug fixes acquired through such services.
1.4 “Oracle Linux Service Offering(s)” , ”Oracle VM Service Offering(s) ”, and “ Oracle Verrazzano Service Offering(s)” refer to Oracle Linux, Oracle VM and Oracle Verrazzano support services respectively as defined under the Oracle Open Source Support Policies.
1.5 The term “Service Offering(s)” means the Oracle Linux Service Offering(s), the Oracle VM Service Offering(s), and the Oracle Verrazzano Service Offering(s).
1.6 The term “Program Documentation” refers to the Program user manual and Program installation manuals.
Program Documentations may be delivered with the Oracle Linux, Oracle VM and Oracle Verrazzano Programs. You may access the documentation online at http://oracle.com/documentation.
1.7 The term “term” is defined as the duration for which you have acquired the services.
2. SERVICE OFFERING(S)
2.1 Upon Contractor’s acceptance of your order, You have the limited right to receive the applicable Service Offering(s) solely for Your business operations and subject to the terms of these Terms and Conditions and including the definitions and rules set forth in the order and Program Documentation.
2.2 For purposes of the order Service Offering(s) consist of Oracle’s technical support services level You may have ordered from Oracle or an authorized reseller for the Service Offering(s) (If ordered, Service Offering(s) (including initial year and all subsequent years) are provided under the Oracle Open Source Support Policies in effect at the time the Service Offering(s) are provided. The Oracle Open Source Support Policies, which are incorporated in Your Order, are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of Service Offering(s) provided during the period for which fees for the Service Offering(s) have been paid. Service Offering(s) are available for certain systems, and may be subject to additional restrictions as set forth in the Oracle Open Source Support Policies. You should review the Oracle Open Source Support Policies prior to entering into the order for the applicable Service Offering(s). You may access the current version of the Oracle Open Source Support Policies at http://www.oracle.com/contracts.
2.3 The Service Offering(s) are effective upon the effective date of Your order unless otherwise stated in Your order. If Your order was placed through the Oracle Store, the effective date is the date Your order was accepted by Oracle.
OSSS Supp PSTC v041824 Page 2 of 5
2.4 The Service Offering(s) provided under Your Order are in support of licenses You acquired separately. All patches, bug fixes and other code received as part of the Service Offering(s) under Your Order shall be provided under the terms of the appropriate license agreement that You accepted upon downloading and/or installing the Oracle Linux, Oracle VM and/or Oracle Verrazzano program(s). The Service Offering(s) may also include the right to use certain additional software or tools during the Support Term for which fees for Service Offering(s) have been paid. The license terms for any such software or tools, as well as any limitations associated with them, will be referenced in the Program Documentation.
3. ORACLE LINUX AND ORACLE VM INDEMNIFICATION
3.1 Provided You are a current subscriber to the Oracle Linux Service Offering(s) and/or Oracle VM Service Offering(s), if a third party makes a claim against you, including the U.S. Government, and its officers, employees and agents, that any covered programs furnished by Oracle, You for Your business operations infringes its intellectual property rights (including U.S. or foreign patent, trademark and copyright), Oracle, at its sole cost and expense, will defend You against the claim and indemnify You from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Oracle, if You do the following: Notify Oracle promptly in writing, not later than 30 days after You receive notice of the claim (or sooner if required by applicable law); a. Give Oracle sole control of the defense and any settlement negotiations; and b. Give Oracle the information, authority, and assistance it needs to defend against or settle the claim. c. Notify Oracle promptly in writing, not later than 30 days after you receive notice of the claim (or sooner if required by applicable law);
3.2 If Oracle believes or it is determined that any Covered Programs may have violated a third party’s intellectual property rights, Oracle may choose to either modify the Covered Programs 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, then Oracle may, upon 30 days notice to you terminate your right to receive indemnification for your further use of the Covered Programs specified, and refund any unused, prepaid service fees You have paid for the Covered Programs.
3.3 Notwithstanding the above, Oracle will not defend or indemnify you in connection with claims, damages, liabilities, costs or expenses arising out of, or caused by, or related to: (a) your distribution of the Covered Programs; (b) your alteration of the Covered Programs; (c) your use of a version of the Covered Programs which has been superseded, if the infringement claim could have been avoided by using the current version of the Covered Programs; (d) your use of the Covered Programs outside the scope of use identified in the user documentation or the Oracle Open Source Support Policies; (e) your use of the Covered Programs when you were not a subscriber to the Oracle Linux Service Offering(s) and/or Oracle VM Service Offering(s); (f) any information, design, specification, instruction, software, data, or material not furnished by Oracle (g) the combination of any Covered Programs with any products or services not provided by Oracle; (h) your claim, lawsuit, or action against a third party. For avoidance of doubt, this section specifically excludes, and no indemnification is provided for, the Verrazzano programs. This section provides Your exclusive remedy from Oracle for any infringement claims or damages, liabilities, costs or expenses.
4. FEES AND TAXES
4.1 Once placed, Your order shall be non-cancelable and the sums paid nonrefundable, except as provided in Your order. Service Offering(s) fees are invoiced in arrears of the performance of the Service Offering(s); specifically, Service Offering(s) fees are invoiced quarterly in arrears. The period of performance for all Services Offering(s) is effective upon the effective date of Your order.
4.2 You agree and acknowledge that You have not relied on the future availability of any services, programs or updates in executing Your order; however, the preceding does not relieve Oracle of its obligation during the Services Period to deliver services that You have ordered per the terms of these Terms and Conditions.
5. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
For the sake of clarity, this is the Oracle warranty; nevertheless, it shall be accessed by you through the Contractor.
5.1 Oracle warrants that the Service Offering(s) will be provided in a professional manner consistent with industry standards. You must notify Oracle of any Service Offering(s) warranty deficiencies within 90 days from performance of the defective services.
OSSS Supp PSTC v041824 Page 3 of 5
5.2 TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER
EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 ORACLE DOES NOT GUARANTEE THAT ANY PROGRAMS ASSOCIATED WITH THE SERVICE
OFFERING(S) (INCLUDING BUT NOT LIMITED TO THE ORACLE LINUX, ORACLE VM, OR ORACLE
VERRAZZANO PROGRAMS) WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
5.4 FOR ANY BREACH OF THE ABOVE WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE
LIABILITY SHALL BE THE REPERFORMANCE OF THE DEFICIENT SERVICE OFFERING(S) PROVIDED BY ORACLE; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A C OMMERCIALLY
REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICE OFFERING(S) AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICE OFFERING(S).
6. TERMINATION
6.1 If the Contractor or You breaches a material term of Your order or Your Contract (includi ng these Terms and Conditions) and fails to correct the breach within thirty (30) days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order. If Contractor terminates the order as specified in the preceding sentence, You must pay within thirty (30) days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for the Service Offering(s) received under such order, plus applicable taxes (if any) and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under Your Contract (including these Terms and Conditions), You may not use the Service Offering(s) that are subject to the Contract.
6.2 Provisions that survive termination or expiration include those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
7. NONDISCLOSURE
7.1 By virtue of your order, Oracle and you may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under your order and these Terms and Conditions. Confidential Information shall be limited to the terms and pricing under these Terms and Conditions and all information clearly identified as confidential at the time of disclosure.
7.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the discl osure; or (d) is independently developed by the other party.
7.3 Subject to applicable law, You, the Contractor, and Oracle agree not to disclose the other’s Confidential Information to any third party other than those set forth in the following sentence for a period of three years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party. You, the Contractor, and Oracle may disclose Confidential Information only to those employees or agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than under these Terms and Conditions. Nothing shall prevent either party from disclosing the terms or pricing under the Contract or orders submitted under the Co ntract in any legal proceeding arising from or in connection with the Contract or disclosing the Confidential Information to a governmental entity as required by law. In the event You receive a valid request for Oracle’s Confidential Information pursuant to applicable law, You will provide Oracle with reasonable notice of such request and give Oracle an opportunity to object to or limit any such disclosure.
8. ENTIRE AGREEMENT
8.1 You agree that the Contract (including these Terms and Conditions) and the information which is incorporated by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the com plete agreement for Service Offering(s) ordered by You and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Service Offering(s).
OSSS Supp PSTC v041824 Page 4 of 5
8.2 It is expressly agreed that these Terms and Conditions and any Oracle terms distributed to you by Contractor and expressly included in your order shall supersede the terms in any purchase order, procurement internet portal or any other similar non-Oracle document and no terms included in any such purchase order, portal or o ther non- Oracle document shall apply to the Service Offering(s) ordered. In the event of any inconsistencies between the rest of the Contract and these Terms and Condition, these Terms and Conditions shall take precedence. These terms may not be modified and the rights and restrictions may not be altered or waived except in writing signed by authorized representatives of You and the Contractor. Any notice required under theses terms and conditions shall be provided to the other party in writing.
9. LIMITATION OF LIABILITY
NEITHER YOU NOR ORACLE NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE’S AND ITS AFFILIATES’ MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF
OR RELATED TO THESE STCS OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE,
SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID TO ORACLE UNDER THE ORDER, AND IF SUCH
DAMAGES RESULT FROM SERVICE OFFERING(S), SUCH LIABILITY SHALL B E LIMITED TO THE FEES
PAID TO ORACLE UNDER SUCH ORDER FOR THE DEFICIENT TECHNICAL SUPPORT SERVICES GIVING RISE TO THE LIABILITY. THIS SECTION SHALL NOT BE CONSTRUED TO LIMIT ORACLE’S
INDEMNIFICATION OBLIGATION OR YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIMS OR DAMAGES, LIABILITIES, COSTS OR EXPENSES UNDER SECTION 3 (ORACLE LINUX AND ORACLE VM INDEMNIFICATION ) ABOVE.
10. EXPORT
Export laws and regulations of the United States and any other relevant local export laws may apply to the Service Offering(s). You agree that such export control laws govern your use of any Service Offering(s) deliverable provided under the contract, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, program, and/or materials resulting from Service Offering(s) (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, biological weapons proliferation, or development of missile technology.
11. FORCE MAJEURE
Oracle shall not be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic, electrical, internet, or telecommunication outage that is not caused by Oracle; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of Oracle. Oracle will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, you will terminate for convenience the contract unless the parties agree otherwise in writing. This section does not excuse Oracle’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for Service Offering(s) ordered or delivered.
12. ASSIGNMENT
You may not assign orders or give or transfer the Service Offering(s) or an interest in them to another individual or entity. If you grant a security interest in the Service Offering(s) , the secured party has no right to use or transfer those Service Offering(s) and if You decide to finance Your acquisition of any Service Offering(s), You will follow Oracle’s policies, regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights You may otherwise have with respect to the Linux operating system, third party technology or separately licensed third party technology licensed under open source or similar license terms.
13. AUDIT
Unless otherwise agreed in an order, upon 45 days written notice, and no more than once annually, Oracle may audit your use of the services. You agree to cooperate with Oracle’s audit, and provide reasonable assistance and access to information. Any such a udit shall not unreasonably interfere with your normal business operations.
Oracle shall comply with reasonable security and safety rules, policies, and procedures (“security rules”) while performing any such audit, provided that such security rules are ap plicable to the performance of the audit; you make such security rules available to Oracle prior to the commencement of the audit; and such security rules do not modify or amend the terms and conditions of the contract or the applicable order. You shall be responsible for either a) paying any underpaid fees related to use of the services and Oracle or the Contractor, as the case may be, shall submit a contract modification to document the amount of such fees, or b) for discontinuing noncompliant
OSSS Supp PSTC v041824 Page 5 of 5
use. Oracle shall not be responsible for any costs incurred by you in cooperating with the audit. The performance of the audit and non-public data obtained during the audit (including findings or reports that result from the audit) shall be subject to the Nondisclosure provision of these Terms and Conditions.
14. SEGMENTATION
The purchase of Service Offering(s) or other service offerings, programs or products are all separate offers and separate from any other order. You understand that You may purchase Service Offe ring(s) or other service offerings, programs or products independently of any other order. Your obligation to pay under any order is not contingent on performance of any other service offerings or delivery of programs or products by Oracle.
15. OTHER
15.1 Oracle is an independent contractor and you agree that no partnership, joint venture, or agency relationship exists between you and Oracle or between Contractor and Oracle. Each party will be responsible for paying its own employees, including employment related taxes and insurance. If while performing services Oracle requires access to other vendors’ products that are part of your system, you will be responsible for acquiring all such products and the appropriate license rights necessary for Oracle to access such products on your behalf..
15.2 If any term of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of these Terms and Conditions.
15.3 The Service Offering(s) are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Oracle Linux/Oracle VM Service Offering(s) in such applications.
15.4 Oracle is a third party beneficiary of any order placed under these Terms and Conditions, but does not assume any of Contractor’s obligations thereunder..
15.5 You understand that Oracle’s business partners, including any third party firms retained by You to provide consulting services, are independent of Oracle and are not Oracle’s agents.
24-02 Addendum 3
Mythics, LLC
Supplier Response
Event Information
Number: 24-02 Addendum 3
Title: Oracle Products and Services
Type: Request for Proposal
Issue Date: 4/24/2024
Deadline: 6/13/2024 02:00 PM (CT)
Notes: Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.
Only online proposals will be accepted. Proposals must be submitted via Region 4 ESC's online procurement system:
region4esc.ionwave.net.
No manual, emailed, or faxed proposals will be accepted.
NON-MANDATORY PRE-PROPOSAL CONFERENCE
Meeting to be held on
Thursday, May 9, 2024 at 10:00 am
via ZOOM. Click here to join.
Offerors are strongly encouraged, but not required to participate in a pre-proposal conference with the Procurement and Operations Specialist.
Vendor: Mythics, LLC 24-02 Addendum 3
Contact Information
Address: Finance and Operations
7145 West Tidwell Road
TX 77092
Email: [email protected]
Vendor: Mythics, LLC 24-02 Addendum 3
Mythics, LLC Information
Contact: Deonte Watters
Address: 4525 Main Street
Suite 1500
Virginia Beach, VA 23462
Phone: (757) 412-4362
Web Address: www.mythics.com
By submitting your response, you certify that you are authorized to represent and bind your company.
Deonte J. Watters [email protected]
Signature Email
Submitted at 6/13/2024 12:34:15 PM (CT)
Supplier Note
Mythics is submitting our compliant response to RFP #24-02 for Oracle Products and Services. We have answered all questions/requirements on the Attributes tab, included the requested attachments on the Response Attachments tab, and included 19 supplemental attachments in the Other Attachments section.
There is CONFIDENTIAL information included in this response, which we have marked as instructed. We look forward to continuing a relationship with Region 4 and should you have any questions on the response, please contact Jessica Ward at [email protected] or 757-870-1274 or Eric Seifert at [email protected] or 757-374-0856. Thank you!
Requested Attachments
Products and Pricing
RFP #24-02 Pricing and
Representative Product_Price
List_Mythics.xlsx
Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.
Value Add RFP #24-02 Requirement #42.
Value Add_Mythics.pdf
Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. Furniture can be included as a Value-Add, include any fees such as installation, delivery options, setup/cleaning, classroom design/layout, special orders, etc.
Appendix B - Terms & Conditions Acceptance Form
CONFIDENTIAL (partial) RFP #24-
02 Appendix B_Terms and
Conditions Acceptance
Form_Mythics.docx
Please complete the Terms & Conditions Acceptance Form, located on the Attachments tab, and upload the completed document here.
Additional Agreements Offeror will require Participating Agencies to sign.
Oracle Supplemental and Mythics
Terms and Conditions.pdf
Upload any additional agreements offeror will require Participating Agencies here.
OMNIA Partners - Exhibit F Federal Funds Certifications RFP #24-02 Exhibit F Federal Funds Certifications_Mythics.pdf
Please complete the OMNIA Partners - Exhibit F Federal Funds Certifications, located on the Attachments tab, and upload the completed documents here.
Vendor: Mythics, LLC 24-02 Addendum 3
Texas Government Code 2270 Verification Form
RFP #24-02 Texas Government
Code 2270 Verification
Form_Mythics.pdf
Please complete the Texas Government Code 2270 Verification Form, located on the Attachments tab, and upload the completed document here.
OFFER AND CONTRACT SIGNATURE FORM RFP #24-02 Offer and Contract Signature Form_Mythics.pdf
Please complete the Offer and Contract Signature Form, located on the Attachments tab, and upload the completed document here.
OMNIA Partners - Exhibit G New Jersey Business Compliance RFP #24-02 Exhibit G - New
Jersey Business
Compliance_Mythics.pdf
Please complete the OMNIA Partners - Exhibit G New Jersey Business Compliance forms, located on the Attachments tab, and upload the completed documents here.
Diversity Program Certifications
RFP #24-02 Requirement #9.
Diversity Program
Certifications_Mythics.pdf
If there are any diversity programs, provide a copy of their certification.
Minority Women Business Enterprise Certification No response Please upload Minority Women Business Enterprise Certification if applicable.
Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy
RFP #24-02 Texas Open Records
Form_Mythics.pdf
Please complete the Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy, located on the Attachments tab, and upload the completed document here.
Antitrust Certification Statements RFP #24-02 Antitrust Certification Statements_Mythics.pdf
Please complete the Antitrust Certification Statements, located on the Attachments tab, and upload the completed document here.
OMNIA Partners - Exhibit F Federal Funds Certifications RFP #24-02 Exhibit F Federal Funds Certifications_Mythics.pdf
Please complete the OMNIA Partners - Exhibit F Response for National Cooperative Contract located on the Attachments tab and upload the completed documents here.
Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification
No response
Please upload Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification if applicable.
Historically Underutilized Business (HUB) Certification No response Please upload Historically Underutilized Business (HUB) Certification if applicable.
Certificate of Interested Parties (Form 1295) RFP #24-02 Form 1295 Certificate 101213735_Mythics.pdf
Must complete the form online at: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm Submit FEIN and Dunn & Bradstreet report. RFP #24-02 Requirement #17.
FEIN & D&B_Mythics.pdf
Upload FEIN and Dunn & Brandstreet report here.
Historically Underutilized Business Zone Enterprise (HUBZone) No response Please upload Historically Underutilized Business Zone Enterprise (HUBZone) if applicable.
Other recognized diversity certificate holder No response Please upload other recognized diversity certificate holder if applicable.
Vendor: Mythics, LLC 24-02 Addendum 3
Offeror shall include written and signed confirmation from Oracle's Gov't Resale Programs Group that they:
RFP #24-02 Mythics OPN
Confirmation 6.12.24_Mythics.pdf
• Are Oracle Partner Network (OPN) Platinum member in good standing • Are authorized to create a contract with Oracle offerings • Have an executed full Use Distribution Agreement • Have an executed Public Sector Addendum • Have an executed Cloud Services Distribution Addendum • Have an executed Public Sector Attachment to the Cloud Services Distribution Addendum • Have an executed Support Renewal Schedule Response Attachments
RFP #24-02 Requirement #9. Customer Fulfillment Process_Mythics.pdf Requirement #9 Customer Fulfillment Process supplemental information.
RFP #24-02 Requirement #31. OPN Resale Rights, Specializations (Expertise)_Mythics.pdf Requirement #31 OPN Resale Rights, Specializatons (Expertise) Process supplemental information.
RFP #24-02 Requirement #32. Sell & Service Expertise (Resale Rts,Specialization)_Mythics.pdf Requirement #32 Sell and Service Expertise (Resale Rights and Specializations) supplemental information.
RFP #24-02 Requirement #40 and #68. Litigation and Reorganization_Mythics.pdf Requirement #40 and #68 Litigation and Reorganization supplemental information.
RFP #24-02 Requirement #49. Sales by Location_Mythics.pdf Requirement #49 Sales by Location supplemental information.
RFP #24-02 Requirement #55. Diversity Programs_Mythics.pdf Requirement #55 Diversity Programs supplemental information.
RFP #24-02 Requirement #66. Contractor Relationships_Mythics.pdf Requirement #66 Contractor Relationship supplemental information.
RFP #24-02 Requirement #78. 90 Day Implementation Plan_Mythics.pdf Requirement #90 Day Implementation Plan supplemental information.
OMNIA_SW STCs_v060121.pdf
Oracle Supplemental Software Terms and Conditions. These terms and conditions have been submitted under requirement #4 above, "Additional Agreements Offeror will require Participating Agencies to sign." as part of consolidated T&C document, however, we are also attaching the software terms separately for ease of reference.
OMNIA_HW STCs_v041320_Mar2023.pdf
Oracle Supplemental Hardware Terms and Conditions. These terms and conditions have been submitted under requirement #4 above, "Additional Agreements Offeror will require Participating Agencies to sign." as part of consolidated T&C document, however, we are also attaching the hardware terms separately for ease of reference.
OMNIA_Cloud STCs_v060721.pdf
Oracle Supplemental Cloud Terms and Conditions. These terms and conditions have been submitted under requirement #4 above, "Additional Agreements Offeror will require Participating Agencies to sign." as part of consolidated T&C document, however, we are also attaching the cloud terms separately for ease of reference.
OSSS Supp PSTC_Clean.pdf
Oracle Supplemental Open Source Terms and Conditions. These terms and conditions have been submitted under requirement #4 above, "Additional Agreements Offeror will require Participating Agencies to sign." as part of consolidated T&C document, however, we are also attaching the open source terms separately for ease of reference.
Mythics_REG 4 Professional Services and Modernization Terms and Conditions.pdf Mythics Professional Services and Modernization terms and Conditions. These terms and conditions have been submitted under requirement #4 above, "Additional Agreements Offeror will require Participating Agencies to sign." as part of consolidated T&C document, however, we are also attaching these terms separately for ease of reference.
CONFIDENTIAL RFP #24-02 Requirement #41. References_Mythics.pdf CONFIDENTIAL Requirement #41 References supplemental information.
Vendor: Mythics, LLC 24-02 Addendum 3
CONFIDENTIAL RFP #24-02 Requirement #86. PMO Chart_Mythics.pdf CONFIDENTIAL Requirement #86 PMO Chart supplement information.
CONFIDENTIAL RFP #24-02_Mythics Emergent Group Inc. 2020 2021 Financial Statements.pdf CONFIDENTIAL Requirement #27 Financial Condition. To address, Mythics has provided our CONFIDENTIAL 2020- 2021 Financial Statements.
CONFIDENTIAL RFP #24-02_Mythics Emergent Group, Inc. 2021 - 2022 Financial Statements.pdf CONFIDENTIAL Requirement #27 Financial Condition. To address, Mythics has provided our CONFIDENTIAL 2021- 2022 Financial Statements.
CONFIDENTIAL RFP #24-02_Mythics LLC and Subsidiary 2022 -2023 Financial Statements.pdf CONFIDENTIAL Requirement #27 Financial Condition. To address, Mythics has provided our CONFIDENTIAL 2022- 2023 Financial Statements.
CONFIDENTIAL_Requirement #8. Mythics State of NJ_Statement of Ownership Disclosure.pdf CONFIDENTIAL Requirement #8 Exhibit G NJ Business Compliance supplemental information.
Bid Attributes
1 Oral Communication
Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.
I have read and agree.
2 Scope of Work
Please download and thoroughly review the Scope of Work, located on the Attachments Tab. Indicate your review and acceptance below.
I have read and agree.
3 Terms and Conditions
Please download and thoroughly review the Terms and Conditions, located on the Attachments Tab. Indicate your review and acceptance below.
I have read and agree.
4 Products/Pricing - Upload on Response Attachments Tab Offerors shall provide pricing based on a discount from a manufacturer's price list, or fixed price, or a combination of both with indefinite quantities. Offeror may offer their complete product, and service offering as a balance of line.
Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apple, the different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. The discount proposed shall remain the same throughout the term of the contract and at all renewal options. Price lists must contain the following: (if applicable) Manufacturer Part #
Offeror's Part # (if different from manufacturer part #) Description
Manufacturers Suggested List Price and Net Price
Net price to Region 4 ESC (including freight)
5 Is pricing available for all products and services?
Yes
No
Vendor: Mythics, LLC 24-02 Addendum 3
6 Describe any shipping charges.
Oracle applies shipping charges to orders that contain tangible items (hardware, media, etc.) Shipping charges are based on the available industry standard shipping rates assigned by the OEM at the time a new project is approved to be quoted as an order and will remain valid through the OEM approved validity period. Requests to waive shipping charges may be submitted for approval at the order level. 7 Provide pricing for warranties on all products and services.
Oracle’s commercial manufacturer’s warranty is delineated in the applicable Oracle Omnia Partners Supplemental Terms and Conditions included with Mythics response. In addition Mythics Professional Services warranty is addressed in the Mythics Professional Services and Mythics Modernization Services Terms and Conditions. There are no extended costs or pricing associated with the available warranties. 8 Describe any return or restocking fees.
In accordance with Oracle’s standard commercial business practices, all orders placed are non-cancellable/non- refundable.
9 Describe customer fulfillment process.
We use NetSuite's ERP and CRM functionality to manage the complete customer lifecycle, from the first contact to billing and ongoing customer support. CRM provides us with customer lifecycle management, from marketing automation, opportunity & order management to customer service. It gives us a real-time full view of our customers' information, from lead generation and opportunity creation to order processing, support renewal tracking, and ongoing service. ERP handles all our critical back-office operations and financial processes, including accounting, inventory and supply chain, and order management. While summarized below, please see attached doc.“Rqmnt#9” for detailed info on the process. • Sales creates NetSuite account with agency info(contact info, project details, pricing, etc.) •Agency submits PO to Sales •Sales reviews PO, notifies Acctg to issue PO to Oracle/third party •Acctg submits PO/Oracle Ordering Doc. to Oracle for processing •Invoices IAW agreed upon payments terms
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Discounts or Rebates
Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.
Mythics may seek additional Oracle discounts. Our Partner Contracts team authors and submits business cases to Oracle for approval of non-standard, or additional, discount. Such approvals consider the customer’s business context, desired products, quantity, annual spend, and other pertinent factors. 80% of our business has a non- standard aspect and requires Oracle approval. Mythics will consider additional discounts for our Professional Services based on the customer’s statement of work, expected level of effort, business context, desired products, quantity, annual spend, and other pertinent factors.
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Verification of Contract Pricing
Describe how customers verify they are receiving Contract pricing.
Customers may verify contract discounts/pricing through our website www.mythics.com/contracts/omnia-partners- region-4. This site contains contract information, to include access to the Region 4/OMNIA website, where customers can find all contract documentation such as contract discounts/pricing. Over the term of the existing contract, we have had very few customer inquiries to verify contract pricing but in such cases, we have verified that they received better than or equal to contract pricing. If an agency need to further verify and audit pricing, we have a transparent process in place. We ask that they first contact Region4/OMNIA.We will then collaborate with them to provide the necessary information, most likely in the form of a dated OEM price list or possibly a redacted OEM cost quote. This info will validate and represent questionable item list prices. We will also provide a copy of the quote and PO to further validate that the item(s) were offered at or below the contract price Vendor: Mythics, LLC 24-02 Addendum 3
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Describe payment methods offered.
We will process orders received by fax, email or through regular mail as a purchase order or via procurement card. Mythics accepts payment for product and services by check, ACH, wire, all major credit cards, and government procurement cards affiliated with VISA, MasterCard, and American Express. We also offer financing through Oracle Financing and ePlus.
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Frequency of Pricing Updates
Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. Updates may be no more frequently than quarterly.
Mythics acknowledges that the contract discounts proposed should not change over the term of the contract. Like other OEMs, Oracle GPLs and Mythics commercial pricelists change over time with the introduction of new technology, modifications to existing products and services, as well as the end of life for other items. Given the number of Oracle, Mythics, and third-party pricelists within the proposed scope of the Master Agreement, we expect catalog changes to be quarterly but also may occur more frequently such as monthly. The discounts we have offered are based on the applicable pricelist and Mythics will apply the proposed discounts to offerings on the then-current price.
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Future Product Introductions
Describe how future product introductions will be priced and align with Contract pricing proposed.
Oracle Discounts for future Oracle products and related services within scope of the proposed offering categories will be based upon the associated proposed category minimum discount. We will apply the proposed discount to the new or modified items when released. Should Oracle release new or add future products or related services that would fall under a new discount category, Mythics will notify Region 4 ESC and OMNIA of the new product’s pricing methodology. Should Oracle approve additional offerings later, we expect to offer discounts similar to those found on contracts comparable to the Master Agreement. Mythics:Like the Oracle scenario above, we will apply the proposed offering category discounts to standard Mythics commercial pricelist changes. Should Mythics release a new pricelist or add future products or related services on an existing pricelist under a new discount category, Mythics will notify Region 4 ESC and OMNIA Partners of the new product’s pricing methodology. 1 5
Not to Exceed Pricing
Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary structure is not acceptable.
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Appendix D, Exhibit A, OMNIA Partners Response for National Contract Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract.
Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners.
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Appendix D, Exhibit B, OMNIA Partners Administration Agreement The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed redlined exceptions to OMNIA Partners Administration Agreement.
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Appendix D, Exhibits F and G
Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance.
Vendor: Mythics, LLC 24-02 Addendum 3
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Emergency Orders
Describe how Offeror responds to emergency orders.
Oracle does not have a formal policy on emergency orders. Mythics will work with the end user to provide a solution as quickly as possible; notifying Oracle of the urgency associated with any emergency order and working to expedite any shipment.
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What is Offeror's average Fill Rate?
Because all Oracle hardware products are custom built to customer specifications, and Oracle uses a just in time manufacturing process which relies on the availability of parts in the supply chain, the average fill rates vary.
Mythics average time to accept, review, and process purchase orders for hardware is 1 business day. Once completed, a hardware purchase order is submitted to Oracle for fulfillment. 2 1
What is Offeror’s average on time delivery rate?
Describe Offeror's history of meeting the shipping and delivery timelines.
Licenses-Customer can download software immediately, so delivery time is based upon the customer. Support- Customers receive CSI numbers from us once Oracle has processed an order for HW and/or SW. On average, we take 1 day to process a support order and submit to Oracle. Oracle averages 3-5 days to process an order and return a CSI number. Hardware-All Oracle hardware products are custom built to customer specs so the average delivery time varies. On average, we take 1 day to process an order and submit it to Oracle. Oracle averages 3-5 days to process an order and provide an estimated build time and shipment date. Partial deliveries may occur.
Cloud Services-We take 1 day to process an order and submit to Oracle. Once the order has been processed by Oracle, the customer will receive a provisioning email from Oracle granting access the cloud environment, allowing the customer to control the delivery time. Professional/Managed Services-Delivered in accordance with the agreed upon SOW.
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Describe Offeror’s return and restocking policy.
In accordance with Oracle’s standard commercial business practices, all orders placed are non-cancellable/non- refundable.
2 3
Describe Offeror’s ability to meet service and warranty needs.
Oracle’s commercial manufacturer’s warranty is delineated in the applicable Oracle Omnia Partners Supplemental Terms and Conditions included with Mythics response. In addition, Mythics Professional Services warranty is addressed in the Mythics Professional Services and Mythics Modernization Services Terms and Conditions. 2 4
Describe Offeror’s customer service/problem resolution process. Include hours of operation, number of services, etc.
In terms of revenue, we are a large business. In terms of working with our customers, we try to stay small; we want our customers to feel comfortable working with our account managers to resolve any complaints and service issues to their satisfaction. We don't route customer support calls through an automated system; our customers have direct access to our acct mgrs. While most acct mgrs are available Mon-Fri 8:30am-5:30 pm EST, we allow our acct mgrs to adjust their schedules to align with their customer's locations and availability preferences.If a problem or service issue cannot be resolved at the account manager level, the highest escalation level is Eric Seifert, VP, Sales. Mr. Seifert can be reached at 757-374-0856 or [email protected]. Further, given Mythics' Oracle-only focus, we have developed strong relationships with key counterparts at Oracle. Our relationships and access to the appropriate Oracle counterparts will help in escalating any Oracle-related performance issue.
Vendor: Mythics, LLC 24-02 Addendum 3
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Describe Offeror’s invoicing process. Include payment terms and acceptable methods of payments.
Offerors shall describe any associated fees pertaining to credit cards/p-cards.
We manage our customer lifecycle using NetSuite’s ERP and CRM applications-from first point of contact and quote, through award and delivery, to billing and ongoing customer support, we utilize this single system for all phases of ordering, processing, delivery and billing. Our Accounts Receivable and Payable Teams create the required invoices based on the agreed upon payment and acceptance terms. Mythics payments terms are Net 30.
For support/maintenance and cloud services, we invoice quarterly in arrears and for FAM/Universal Credit deals we invoice monthly in arrears. We process orders received by fax, email or through regular mail as a purchase order or via procurement card. Mythics accepts payment for product and services by check, ACH, wire, all major credit cards, and government procurement cards affiliated with VISA, MasterCard, and American Express. We also offer financing through Oracle Financing and ePlus. We do not assess fees for credit cards/p-card payment methods.
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Transition Plan
Describe Offeror’s contract implementation/customer transition plan.
We believe this contract is an attractive platform for Participating Public Agencies seeking Oracle technology. By competitively establishing a cooperative purchasing contract with such a comprehensive scope, Region 4/OMNIA will save Participating Public Agencies time and money through greater efficiency and economy in acquiring all Oracle technology and related services through state-of-the-art purchasing procedures—compliant with procurement regulations and offered at nationally leveraged pricing. All parties have invested significant time and resources in transitioning customers to procure Oracle technology from the previous contract. By awarding to us, Region 4/OMNIA will have a nationally recognized partner—with extensive cooperative purchasing experience, the most Oracle resale rights, and a broad portfolio of Oracle-enabling capabilities. When marketing this contract to Participating Public Agencies, we will align the features and benefits of this contract to issues relevant to procurement staff and end users. We will work with Region 4/OMNIA to continuously refine the messaging for how the contract’s features benefit Participating Public Agencies and update our marketing plans accordingly.
Transitioning Participating Public Agencies to the Contract Our marketing team will implement and refine the strategy to market the Master Agreement to existing government customers and transition these customers to the Master Agreement. To make the most efficient use of these efforts, we will take a systematic approach to marketing the contract as our primary offering to Participating Public Agencies. Through an analysis of our current customer base and Participating Public Agencies, we will organize transition targets into four groups and tailor marketing programs for each: Group 1: Transition. We will contact our customers who are also Participating Public Agencies to discuss how we can easily transition them to the contract for their Oracle technology requirements. Group 2: Solution. For existing Participating Public Agencies that are not existing Mythics or Oracle customers, we will inform them about the contract, its benefits, and the available Oracle technology. Because this group is already familiar with OMNIA, we will focus on finding customers with requirements within the contract's scope. Group 3:
Procurement. For existing Mythics and Oracle customers who are not yet Participating Public Agencies, we will inform them about the contract, its benefits, and the available Oracle technology. Because this group is already familiar with Mythics and/or Oracle, we will focus on influencing POCs to initiate participation in the OMNIA program as a Participating Public Agency. Group 4: Provisional. When engaging new Mythics or Oracle customers who are not yet Participating Public Agencies, we will combine the elements of our Solution and Procurement strategies— identifying in-scope customer requirements and influencing POCs to initiate participation in the Region 4/OMNIA program as a Participating Public Agency. Marketing Team Responsibilities. Our marketing team will communicate the value of the contract by implementing direct mail and call campaigns, creatively using social media, placing advertisements in national and regional publications, participating in trade shows, and hosting technology-focused webinars, among other activities. We will align and travel with Region 4/OMNIA personnel engaged in directly promoting the contract to Participating Public Agencies through various activities. We will develop clear, compelling, and consistent content appropriate for each medium—brochures, templates, briefs, and other co- branded collateral—that will always include Region 4/OMNIA logo placements and highlight the features of the contract and its benefits.
Vendor: Mythics, LLC 24-02 Addendum 3
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Describe the financial condition of Offeror.
CONFIDENTIAL / PROPRIETARY We have attached Mythics’ CONFIDENTIAL/PROPRIETARY Audited Financials to address this requirement. Please find these files attached under the “Response Attachments” tab within the IonWave Portal, specifically under the “Other Attachments” section. Please contact Deonte Watters, Vice President, Business Operations, at [email protected] or at 404-229-7896 to obtain the password for the encrypted files. • “CONFIDENTIAL_Mythics Emergent Group Inc. and Subsidiary – 2020 2021 Financial Statements” • “CONFIDENTIAL_Mythics Emergent Group, Inc. 2021 - 2022 Financial Statements” • “CONFIDENTIAL_Mythics LLC and Subsidiary 2022 - 2023 Financial Statements” 2 8
Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality.
Please see link below to our current Region4 contract, detailing scope, entities, contact email, phone number, and a link to the OMNIA site, where customers can access contract documentation. www.mythics.com/contracts/omnia- partners-region-4 We track customer purchases at the line-item level, capturing product/service name, metric, quantity, term, unit cost and extended cost.Such detail allows us to run reports by region, state, and customer.
Because of the information we capture throughout the sales lifecycle, we create timely and accurate reports.We also offer a web-based platform, Mythics License Orchestrator, to manage, track and report license inventory, support contracts and other customer-defined rqmnts. MLO is available upon request to entities desiring a single view to manage their Oracle assets. As it relates to ordering, all orders are done direct through Mythics. Oracle does not allow resellers to create punch-out catalogs/support self-service purchasing through resellers. 2 9
Describe the Offeror’s safety record.
Our safety record is notable; we have not had any recent reportable incidences since 2022, which was a minor slip and fall incident. While our HR Dept. is responsible for ensuring safety, we ask every employee to maintain a healthy and safe work environment. Our general safety precautions are as follows: • Call 911 if imminent danger.
Otherwise, notify a supervisor. If employee is injured/sick at work, inform supervisor. • Employees report all safety hazards and occupational illnesses/injuries to HR immediately and complete an occupational illness/injury form. • Only trained and qualified employees may use, adjust, and repair equipment. • We encourage proper lifting procedures and to get help when lifting or pushing heavy objects. • We expect our employees to understand their job thoroughly and follow instructions. If they are not sure of the safe procedure, ask supervisor. • We train employees to know the locations, contents, and use of first aid and firefighting equipment. 3 0
Provide a brief history of the Offeror, including year it was established and corporate office location.
There is no substitute for experience and there is no Oracle partner more experienced than Mythics. As a 10x Oracle Partner of the Year award winner, we have an unequaled record of delivering Oracle solutions that exceed customers’ requirements. We have devoted 24 yrs to building a company driven to deliver these results throughout thousands of successful engagements and hundreds of thousands of Oracle transactions. Mythics represents the full catalog of Oracle cloud, software, hardware, Engineered Systems, appliances, training, support and has a consulting practice employing 100+ technical consultants. We are a leading Oracle partner in North America and serve as a trusted IT advisor to thousands of organizations in both the public and private sectors. We have architected, implemented, migrated, or maintain 1,000+ Oracle environments across multiple industries. We were founded in 2000 by two former Oracle employees and are headquartered in Virginia Beach, VA.
Vendor: Mythics, LLC 24-02 Addendum 3
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Current OPN resale rights, specializations
Offerors must identify their current OPN Resale Rights, Specializations, and other relevant expertise they hold for all products and services offered through this RFP. In addition, Offerors should identify and validate any product- enabling and value-added services they offer in support of the listed Oracle technologies.
Oracle replaced its legacy Partner Program with Oracle's Partner Expertise Program. Mythics has achieved 77 Expertise with itemized list found in response to #32. You may validate any OPN member's Expertise at the following link: https://partner-finder.oracle.com/catalog/. Each Expertise earned equates to a deep understanding of a specific Oracle technology. Therefore, customers can safely presume that OPN members with more Expertise across more Solution Areas have a broader and deeper knowledge across the Oracle portfolio than those with less. Please see the attached document “Requirement #31. OPN Resale Rights, Specializations” for additional details on the Expertise program and how resale rights are achieved through Expertise. Our product enabling and value-added services are described in our responses to requirements #72 where we describe the full line of products and services offered and our response to #42 where we detail the services Mythics proposes to add value to the Contract
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List and describe the Offeror's current number of OPN Resale Rights and Specializations, as well as any other relevant OPN qualifications.
Mythics has achieved 77 Expertise certifications! Mythics has provided the itemized list of our current number OPN Resale Rights and Specializations, now referred to by Oracle as Sell and Service Expertise. Please see the attached document titled “Requirement #32 Sell and Service Expertise (Resale Rights/Specializations)_Mythics” . A summary of the Sell and Service Categories and Mythics’ total Expertise earned in these categories can be found immediately below: • Mythics' Service Expertise: Implement or Manage Oracle Cloud: 19 Service Expertise • Mythics' Sell Expertise: Resell Oracle Cloud: 23 Sell Expertise • Mythics' Build, Sell, or Service Oracle License & Hardware Products Expertise: 35 Sell and Service Expertise Oracle makes it easy for customers to search for and validate any OPN member's Expertise here https://partner-finder.oracle.com/catalog/ 3 3
Offeror(s) shall include written and signed confirmation from Oracle's Government Resale Programs Group that they:
Are Oracle Partner Network (OPN) Platinum member in good standing.
Are authorized to create a contract with Oracle offerings.
Have an executed full Use Distribution Agreement.
Have an executed Public Sector Addendum.
Have an executed Cloud Services Distribution Addendum.
Have an executed Public Sector Attachment to the Cloud Services Distribution Addendum.
Have an executed Support Renewal Schedule.
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Offeror's must list and describe their current OPN Resale Rights, Specializations, and other relevant expertise they hold for all products and services
offered through this RFP. Additionally, Respondents must include a full copy of all applicable Oracle Terms and Conditions with their response.
Mythics has provided an itemized list of our 77 OPN Resale Rights and Specializations, now referred to by Oracle as Sell and Service Expertise. Please see the attached document titled “Requirement #32 Sell and Service Expertise (Resale Rights/Specializations)_Mythics” . We are also committed to achieving the necessary certifications, attestations, and audit reports that demonstrate compliance with our industry's standards and regulations. Our Corporate Compliance program represents our continued investment in the people, processes, technology, and independent assessments to support our business today and into the future. Our current certifications include the following: • SOC2 • ISO 9001:2015 • CMMI Maturity Level 3 • ISO/IEC 27001:2013 • ISO/IEC 20000-1:2018 • Project Management Institute (PMI) • PCI DSS Additional information can be found at:
https://mythics.com/industry-certifications/ . Oracle required Terms and Conditions have been submitted as attachments.
Vendor: Mythics, LLC 24-02 Addendum 3
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Offeror's experience
Describe and validate the Offeror's experience, capacity and depth and breadth of its own professional and managed services in support of Oracle technologies.
For 20+ years, Mythics has been the go-to systems integrator for Oracle technology, serving 1,000+ clients spanning federal, S&L, city/county governments, higher ed, and commercial customers. Successfully executing 2,000+ Oracle projects with our 150+ Oracle-certified consultants, we possess extensive expertise and capability required to support project. Our implementation, deployment, upgrade and migration services include cloud and cloud migrations, software and applications, data security, database, hardware and engineered systems, middleware, business intelligence, patch management services, managed support, lift-and-shift, system integrations, and a free cloud migration assessment. We are a certified Cloud Managed Service Provider, a designation awarded to select few partners who have demonstrated exceptional expertise managing cloud environments. All services are managed by PMP-certified PMs following PMI best practices and in compliance with our ISO-9001 certified QMS.
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Describe Offeror’s reputation in the marketplace.
Mythics is recognized for its commitment to innovation, expertise, and outstanding customer service. With a track record of success helping organizations modernize and optimize their technology systems, we continue to set the standard for excellence in the industry. Our consistent delivery of exceptional results across various projects and initiatives underscores our reliability and competence, earning the trust and confidence of stakeholders across the industry. • 10x recipient of Oracle Specialized Partner of the Year • Recipient of OMNIA– National IPA 2018 Horizon Award • 2023 recipient of Oracle NA Cloud Technology Partner & Oracle Linux and Virtualization NA Partner Awards • 2x recipient of Oracle Public Sector Tech Partner MVP • 13x recipient Washington Technology's Top 100 Govt Contractors • 10x recipient Bloomberg Top 200 Fed. Contractors • 8x recipient Best Places to Work in Virginia Please see https://mythics.com/awards/ for all Mythics’ awards. 3 7
Describe Offeror’s reputation of products and services in the marketplace.
Mythics’ expertise, commitment to delivering innovative solutions & customer service set us apart. Nothing speaks better to our reputation than customer’s feedback. We retain an independent 3rd-party (Qualtrics) to conduct semi-annual surveys soliciting customer feedback and ratings into an overall quality score. Our customers are asked, “On a scale of 0 to 10, how likely are you to recommend this company’s product or service to a friend or a colleague?” Our most recent survey (Jun 2023-Nov 2023) resulted in a score of “9” to this question. Oracle has solidified its reputation as a dominant force in the marketplace, earning recognition in Gartner's esteemed quadrants. Positioned as a leader across multiple categories, including database mgmt systems, ERP solutions, and cloud infrastructure, Oracle exemplifies excellence and innovation in the tech industry. Gartner's assessments underscore Oracle's commitment to driving customer value through cutting-edge technology & strategic vision. 3 8
Describe the experience and qualifications of key employees.
Our Key Personnel are the same familiar resources that have worked on the existing contract-where we outperformed our original revenue target, received over 1,500 purchase orders, and generated $248M+ in revenue. •Eric S. VP, Product Sales. POC for overall program performance, manages 28 sales reps. 18 yrs at Mythics •Deonte W., VP, Bus. Op. POC for contractual matters & adherence to T&Cs. 14 yrs at Mythic •Sean M., VP, Support. POC for Support Solutions team, manages 18 sales reps. 22 yrs at Mythics •Nick P. IT Sales Dir. responsible for Southeast sales strategy, manages 6 sales reps. 20 yrs at Mythics. •John I. IT Sales Dir. responsible for Northeast sales strategy, manages 7 sales reps. 13 yrs at Mythics •Ryan W. IT Sales Dir. responsible for West sales, manages 4 sales reps. 14 yrs at Mythics •Amanda N. Marketing VP for marketing support & initiatives, manages 6 marketing reps. 4 yrs at Mythics •Anna D. Contracts Mgr responsible for contract administration duties. 11 yrs at Mythic
Vendor: Mythics, LLC 24-02 Addendum 3
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Describe Offeror’s experience working with the government sector.
Those serving the pub. sec. must have the capability to operate in this market.Our founders created Mythics because they saw a need for a more competent Oracle public sector partner. For 24+ years, we have remained 100% dedicated to selling, implementing, & supporting Oracle technology-& our entire business model focuses on selling it to the public sector. We have: *60+ pub. sec. contracts *Sold to 2,985 unique pub. sec. agencies in previous 3 fiscal yrs *Processed 18,839 pub. sec, orders in previous 3 fiscal yrs. All our resources have contributed to this success. While sales is critical to success, so are the support resources we employ to navigate the complexities of selling in pub sec. Our attorneys negotiate T&Cs with pub. sec. agencies, knowing which are inconsistent w/ local laws. Contracts ensures we adhere to pricing rqmnts, reports & other admin. functions. Sales Ops ensures quotes contain items on contract, at/below contract price. Accountants submit invoices & remit fees. 4 0
Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.
Mythics personnel is unaware of any past litigation, bankruptcy, reorganization, or state investigations related to any current officers and/or directors of the Company. Please see the attached document titled “Requirement #40 and #68. Litigation and Reorganization_Mythics.pdf” for details on litigation and reorganization matters during the previous 10-years. Mythics is not involved in any bankruptcy proceedings, nor has it been.
Vendor: Mythics, LLC 24-02 Addendum 3
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References
Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume.
CONFIDENTIAL Illinois Pace Suburban Bus Service of the Regional Transportation Authority We helped
PACE modernize their Oracle database infrastructure & applications to the cloud. We help them manage and run/maintain their Oracle environments from a managed Services perspective. Historical transactions include software, support renewals, hardware, cloud, & consulting services. Tri-County Metropolitan Transportation District of Oregon (TriMet)
We assisted TriMet with various projects to include Oracle licensing, applications, software support, & SaaS modules. We aided in license migrations & compliance issues, helping them align w/ Oracle’s licensing requirements. We provided cloud road mapping services to help evaluate & select Oracle cloud solution for their needs. City of Raleigh Beth Stagner,
We held the City’s annual software
support renewals for 10+ yrs. We helped the City expand its PeopleSoft footprint and implement Taleo cloud. We have performed several professional services engagements for Oracle core technology. City of Albuquerque We supported Albuquerque on various Oracle enterprise PeopleSoft applications projects. We helped in their decision-making process to modernize both their PeopleSoft ERP & HCM platforms and move these workloads to Oracle Cloud Infrastructure. City of Lakeland
We provide Oracle licensing, hardware, cloud, support, and education & supporting their Oracle environments. Chicago Public Schools (CPS) We
helped CPS modernize their Oracle database infrastructure & application environments to the cloud, to include software, support renewals, hardware, cloud, & education. Los Angeles Unified School District(LAUSD) We supported LAUSD with Oracle technology projects that include Oracle licensing, software support, & cloud platform services to enhance their identity management initiatives. We navigated complex multi-year contracts to assist with software renewals & ongoing tech support. Washington State Board for Community & Technical Colleges (WSBCTC)
We assisted with many cloud services purchases & implementations. We helped WSBCTC consolidate their on-premise renewals for ease of procurement and secured a 10-yr price-hold for their on-premise renewals, ensuring a manageable cost for mission critical systems leveraged by the 34 colleges. Florida International University
We helped FIU simplify Oracle procurements
including their Oracle Cloud Infrastructure which they use to run their Peoplesoft applications in the cloud. We are FIU’s go-to Oracle partner on their journey from on-premises technologies to the cloud. Arlington County, VA We supported Arlington source Oracle back-office ops like Finance & Human Resources. As legacy E- Business cust., we sourced a cloud migration to SaaS to modernize the financial mgmt of the county & mgmt of employee career progression from On-boarding to Retire. 4 2
Value Add
Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract.
At Mythics, we recognize the impossibility of mastering every aspect of technology, which is why we've dedicated ourselves to specializing in Oracle, becoming unrivaled experts in the field. This commitment has led us to invest substantially in internal resources and offerings to benefit our clients. The success of our expertise is demonstrated by the remarkable growth seen in both revenue and the number of states and customers utilizing our existing Region 4 contract year after year. Our portfolio of value-added resources and offerings, many of which come at no additional cost, encompasses a range of services such as cloud migration assessments, license optimization analysis, patch management services, access to an Oracle ACE Director, & MLO. Moreover, we provide ongoing support and guidance to ensure our clients effectively manage their Oracle investments, all aimed at delivering unparalleled value to our customers. Please see the attached “Requirement #42. Value Add” for details.
Vendor: Mythics, LLC 24-02 Addendum 3
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Competitive Range
It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary. 4 4
Past Performance
An Offeror's past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror's businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP.
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Additional Investigations
Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror.
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Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.
Yes
No
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Supplier Response
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.
Vendor: Mythics, LLC 24-02 Addendum 3
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Brief history and description of Supplier to include experience providing similar products and services.
When it comes to ensuring success in applying Oracle technology, there is no substitute for experience and there is no Oracle partner more experienced than Mythics. As a 10x Oracle Partner of the Year award winner, we have an unequaled record of delivering Oracle solutions that meet or exceed customers’ requirements for performance, effectiveness, and value. Our firm has devoted 24 years to building a company driven to deliver these results, time after time, throughout thousands of successful engagements and hundreds of thousands of Oracle transactions.
Mythics represents the full catalog of Oracle cloud, software, hardware, Engineered Systems, appliances, training, and support products. We are a leading Oracle partner in North America and serve as a trusted IT advisor to thousands of organizations worldwide in both the public and private sectors. Mythics has architected, implemented, migrated, or maintains 1,000+ Oracle environments across multiple industries and workloads. These customers include cabinet level Federal customers, large fortune 500 commercial customers, institutions of higher education, and State and Local government organizations. In terms of industry expertise, Mythics has achieved the CMMI- DEV ML 3, ISO27001:2013, and ISO 9001:2015 certifications. These credentials demonstrate our ability to consistently provide products and services that meet both customer and regulatory requirements. Mythics headquarters is in Virginia Beach, VA and employs more than 100 Oracle technical consultants, of which 30+ are Oracle Cloud Certified and 50+ are Oracle Certified Professionals. Our team is distributed across the United States supporting a wide range of customer programs. Established in 2000 by two former Oracle employees, Mythics’ founders saw a need for a more competent and loyal Oracle public sector partner. We have become Oracle's premier public sector partner because of our commitment to helping our customers fulfill their missions exclusively through the purchase, use, and support of Oracle technology. We have remained 100% dedicated to selling, implementing, and supporting Oracle technology—and our entire business model focuses on selling it to the public sector. Our model has remained simple and effective: • Exclusively sell, implement, and support Oracle technology; • Employ Oracle-certified presales, sales, support, training, implementation, and industry specialists; and • Earn more corporate certifications—OPN Resale Rights and Specializations—than our competition. With our specific focus on public sector, consider: • We hold more than 60+ public sector contract vehicles • We have sold to 2,985 unique pub. sector agencies in the previous 3 fiscal years • We have processed 18,839 public sector transactions in the previous 3 fiscal years Understanding Oracle's licensing, migration, support, and cloud service policies is difficult. We create strategies that reduce the cost and complexity of maintaining Oracle portfolios. The Oracle catalog is broad and deep—Applications, Cloud Services, Database, Engineered Systems, Infrastructure, Hardware, Servers, Storage Systems, Middleware, and Industry solutions. Our staff holds 1,000s of individual Oracle and industry-standard delivery certifications—acquired through training, practice, and proctored exams.
Corporately, strive to achieve the most Oracle Sell and Service Expertise (Resale Rights) among Oracle public- sector Partners. So, we know Oracle technology and how to implement it. We see the distinct challenges and constraints put upon our public sector customers. We help them realize the benefits of applying Oracle technology to their unique IT requirements. And we do these things multiple times, every day. 4 9
Total number and location of salespersons employed by Supplier.
Please find below a breakdown of Mythics Resources by Location. More than 55% of our employees work remotely across 34 States. Please see attached “Requirement #49. Sales by Location_Mythics” for a detailed breakdown of the Technology and Support Sales, Presales and Professional Services, Operational Support, and Executive Management resources in each state. • Virginia Beach (HQ)- 130 • Alabama-1 • Arkansas-1 • Arizona-1 • California-3 • Colorado-3 • Connecticut-2 • Florida-12 • Georgia-10 • Illinois-12 • Indiana-1 • Kansas-1 • Louisiana- 3 • Massachusetts-4 • Maryland-8 • Maine-1 • Michigan-2 • Minnesota-1 • Missouri-3 • North Carolina-17 • Nebraska-1 • New Hampshire-3 • New Jersey-5 • Nevada-2 •New York-2 •Ohio-6 •Oklahoma-1 •Pennsylvania-8 •Tennessee-5 •Texas-13 •Virginia-44 •Vermont-1 •Washington-2 •Washington D.C.-4 •Wisconsin-1 5 0
Number and location of support centers (if applicable) and location of corporate office.
Corporate Headquarters Town Center of Virginia Beach 4525 Main Street, Suite 1500 Virginia Beach, VA 23462 5 1
Annual sales for the three previous fiscal years.
$1218652296
5 2
Annual sales for the three previous fiscal years.
$1344541192
Vendor: Mythics, LLC 24-02 Addendum 3
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Annual sales for the three previous fiscal years.
$1406939148
5 4
Describe any green or environmental initiatives or policies.
Mythics’ Sustainability Management Policy is our commitment to giving back to society, our communities, and the environment. LEED-certified HQ In Dec 2017, we relocated our headquarters to Virginia Beach Town Center located at 4525 Main Street. The building achieved Silver LEED certification for implementing practical and measurable strategies and solutions aimed at achieving high performance in sustainable site development, water savings, energy efficiency, materials selection, and indoor environmental quality. Some of the sustainable choices implemented included the following strategies and components: • Over 40% of building materials are sourced regionally (within a 500-mile radius); • Over 75% of construction waste is diverted from landfills by recycling or reuse; • Over 20% of the base building is made of recycled content. The lobby’s heart pine walls were reclaimed from an old cordage factory and an old dock; • 39% water use reduction over the baseline case using efficient plumbing fixtures; • 19% energy cost savings over the ANSI standard; • 35 preferred parking spaces for low- emitting and fuel-efficient vehicles; • Bicycle storage and changing rooms with showers for tenant use; • Roof that utilizes high reflection material to reduce the heat island effect. • Heating system has modern, high-efficiency units • City garage with public parking with EV chargers One area where the office tower excelled on the LEED scorecard was related to its community connectivity and public transportation access. Its prime location in the dynamic Town Center environment provides pedestrian-friendly access within a half-mile radius to essential services such as banks, pharmacies, grocery stores, schools, restaurants, a fitness center, and many more. Working Remote Road vehicle emissions are a major source of our exposure to air pollution. By downsizing our offices and moving into “green” buildings, 184 of our 314 employees work remotely, significantly reducing our impact on, and our employee’s exposure to, commuter pollution. Electricity Consumption Installing motion sensors so our conference rooms and offices will not consume electricity when the spaces are not in use and the facility used common area LED lighting. Waste Reduction • We increased the size and number of our recycling containers and stations on-premise, with blue colored trashcans to denote recycled items • We engage a computer recycler for our old office equipment, TBF Computing Inc. They test all equipment remarketing or recycling, de- manufacturing to the base components - glass, steel, copper wire, aluminum, circuit boards, plastics, batteries and other categories to ensure proper recycling. • We purchase eco-friendly recyclable products for our office to include paper and plastic products, to include cups, plates, utensils to reduce our use of virgin trees and harmful plastics. All products are renewable, biodegradable, compostable. • We collect and recycle used batteries and toner cartridges through Staples. • Mythics uses all recycled paper. To reduce the use for general purposes, we use SharePoint for internal document storage and sharing of documents so that printing is unnecessary. We also provide digital signatures and digital notaries to reduce the printing of papers. • Single stream waste, trash is burned and not placed in the landfill, • touchless faucets, water closets, and urinals Corporate Social Responsibility (CSR) Mythics' REEF values, Respect, Excellence, Empathy, and Fun, are the foundation of the actions we take to be socially responsible. Please find a copy of Mythics' CSR statement attached. Oracle GREEN Initiatives Oracle is spearheading sustainability efforts w/ actionable goals. Targeting 100% renewable energy usage by 2025, net zero emissions by 2050 and recycling and reusing 99.7% of hardware. To the maximum extent practicable Mythics works with its suppliers to provide its sustainability practices, please see www.oracle.com/sustainability/
Vendor: Mythics, LLC 24-02 Addendum 3
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Diversity Programs
Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.
We have a long history of working with diverse third-party Service Delivery Partners across the US. We take pride in working closely with these organizations in their various regions to provide Oracle technology and enabling services to our mutual customers. Leveraging our OPN Sell and Service Expertise, we support OPN members who do not have the mandatory qualifications to resell, support, or service Oracle technology. To augment our capabilities, we created a formal Diversity Supplier Program (DSP). The program was formed to create sustainable, mutually beneficial relationships with historically?underrepresented?small businesses?including but not limited to?minority, women,?and disadvantaged owned?organizations. The primary goal is to establish a corporate policy?that actively seeks?and promotes?value-added business partnerships with certified diverse suppliers. We evaluate and select partners through: • Nomination. We opt for an organic approach to subcontractor relationships based on quality and excellent results. Candidate referrals come from a variety of sources (i.e., vendor, customers, employees, cold calls) to initiate the vetting process. • Culture Fit. We take pride in ensuring customer satisfaction and often praised in solving technically complex problems with innovative or custom solutions. During the first vetting call, the Partner Manager determines whether a candidate shares our values and if there is a culture fit between the parties. • Technical Fit. Appropriate members of our professional staff evaluate the candidate’s technical ability. This interview may include questions about past or current engagements, their delivery approach, their remediation policies, and how they might solve a technically tricky scenario. • Sales Fit. Our consulting sales executives validate the candidate’s relationships with past and current customers. This call also determines the subcontractor’s scoping methodology, comfort levels with T&M and Firm Fixed Price (FFP) pricing, remediation plans, response speeds, and overall customer satisfaction. • Data Capture.
If we select a subcontractor, we store their technological capabilities, past performance, and business classification in our Implementation Partner System, which manages subcontractor data and performance metrics. This program ensures that diverse businesses are afforded maximum opportunity to participate as suppliers/subcontractors of goods and services.? Our desire is to obtain a diverse supplier base, reflective of the overall customers and communities that Mythics serves. We founded the program on our principles of fair and equitable business practices and social responsibility. A dedicated Partner Channel Manager manages our DSP subcontractor portfolio, selecting subcontractors who match our standards for experience level and technical and commercial skills to ensure customer satisfaction and superior delivery on every project. Pricing is not impacted by leveraging a diversity partner. Please see the attached document “Requirement #55. Diversity Programs_Mythics” for a list of our top tier diversity partners with whom we’ve collaborated on 15+ projects totaling over $34M in revenue. Below is a snapshot of our DSP Tier 1 Partners: • GNC Consulting-Minority Owned • QnA Technology-Minority Owned; Small Business • Astute Business Solutions-Minority Owned • Neoage Services-Small Business • Peer Consulting Resources-Asian Pacific American Owned; Minority Owned; Small Business; Small Disadvantaged Business; Woman-Owned Small Business • Concept Plus-Minority Owned • Innofin Solutions-Woman-Owned Small Business • Project Partners-Minority Owned; Small Business • Seneca Holdings-8a Business Development Program; HUBZone Program; Indian Tribe; Small Business; Small Disadvantaged Business A representative sample of U.S. Small Business Administration certifications has been included in attachment “Requirement #9.
Diversity Program Certifications_Mythics”.
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Minority Women Business Enterprise
Yes
No
5 7
If yes, list certifying agency:
Mythics is not certified as a minority women business enterprise however we have a Diversity Supplier Program described in requirement #55 above where we partner with such entities. 5 8
Small Business Enterprise (SBE) or Disadvantaged Business Enterprise Yes
No
Vendor: Mythics, LLC 24-02 Addendum 3
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If yes, list certifying agency:
Mythics is not certified as a small business enterprise however we have a Diversity Supplier Program described in requirement #55 above where we partner with such entities. 6 0
Historically Underutilized Business (HUB)
Yes
No
6 1
If yes, list certifying agency:
Mythics is not certified as a historically underutilized business however we have a Diversity Supplier Program described in requirement #55 above where we partner with such entities. 6 2
Historically Underutilized Business Zone Enterprise (HUBZone) Yes
No
6 3
If yes, list certifying agency:
Mythics is not certified as a historically underutilized business zone enterprise however we have a Diversity Supplier Program described in requirement #55 above where we partner with such entities. 6 4
Other recognized diversity certificate holder
Yes
No
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If yes, list certifying agency:
Mythics is not certified as a diversity certificate holder itself however we have a Diversity Supplier Program described in requirement #55 above where we partner with such entities.
Vendor: Mythics, LLC 24-02 Addendum 3
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Contractor Relationships
List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency.
Mythics has established strong relationships with a diverse range of subcontractors and affiliates to support our service offerings. Our primary focus is to leverage our extensive Diversity Supplier Program. Please see our response to Requirement #55. Diversity Programs for details on our Diversity Supplier Program and the diversity/minority-owned subcontractors with whom we’ve collaborated on projects totaling over $34M in revenue.
We have provided the U.S. Small Business Certifications for a representative sample of these diversity partners and included them in attachment “Requirement #9. Diversity Program Certifications_Mythics”. In addition to the Diversity Supplier Program partners, we have cultivated a network of non-minority partners with whom we have diligently vetted and collaborated with over the past two decades. Our objective within our partner community is to curate a diverse array of partners possessing varied competencies, enabling us to effectively complement our organic services. We aim to create a partner network that is expansive enough to encompass requisite expertise yet compact enough to foster robust relationships. Our focus remains on nurturing a select group of partners, fostering a history of collaborative success, mutual trust, and sustained engagement. These partners vary in competency and expertise, allowing us to tailor our approach to each project's unique requirements. Over the years, we have completed 50+ projects totaling over $114M+ in revenue leveraging this partners base, demonstrating our commitment to fostering long-term, mutually beneficial relationships. Though not comprehensive, the following provides a snapshot of our top-tier partners: 1. Samaratech LLC; Competency: E- Business Suite, Peoplesoft, Human Capital Management, Supply Chain Management 2. GNC Consulting-Minority Owned; Competency: E-Business Suite, Peoplesoft, Customer Experience, Taleo 3. Creaol Consulting; Competency: E-Business Suite, Peoplesoft, Human Capital Management 4. MIPRO Consulting; Competency:
Peoplesoft 5. Evosys; Competency: E-Business Suite, Human Capital Management, Supply Chain Management, Taleo 6. Kapstone Technologies, LLC; Competency: E-Business Suite 7. QnA Technology-Minority Owned, Small Business; Competency: E-Business Suite, Higher Ed 8. Astute-Business Solutions-Minority Owned; Competency:
Peoplesoft, Fusion Human Capital Management, Banner 9. 22 Century Technology Inc.; Competency: E-Business Suite 10. Neoage Services-Small Business; Competency: E-Business Suite, Human Capital Management Please see the attached document “Requirement #66. Contractor Relationships_Mythics” for a comprehensive list of our top-tier partners.
Vendor: Mythics, LLC 24-02 Addendum 3
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Describe how supplier differentiates itself from its competitors.
Mythics differentiates itself from its competitors through our dedication to Oracle, Oracle Partner Network (OPN) Qualifications, industry certifications, national footprint, professional and managed services capabilities, and Net Promoter Score. Dedication to Oracle Mythics has remained 100% dedicated to selling, implementing, and supporting Oracle technology since incorporating in 2000. Our entire business model focuses on selling Oracle technology and services to the public sector. Therefore, our existence depends on our ability to continuously attract and employ skilled resources necessary to maintain our partnership level and earn new Sell and Service Expertise. Oracle Partner Network Qualifications Oracle encourages its customers to validate and use OPN qualifications to differentiate its partners when procuring Oracle technology—gaining assurance that their Partner of choice has relevant expertise and succeeded with similar customers. To help select the right Partner based on their needs, Oracle developed its Oracle Partner Expertise Program, where Oracle validates an OPN member's skills with Oracle technologies and verifies their customer success. Oracle categorizes each Expertise into the following Solution Areas, which helps OPN members differentiate themselves: ? Service Expertise: Implement, Deploy, and/or Manage Oracle Cloud Services ? Sell Expertise: Resell Oracle Cloud Technology on Behalf of Oracle ? Build, Sell, or Service Oracle License and Hardware Products (Service and Sell) Oracle makes it easy for customers to search for and validate any OPN member's Expertise here: https://partner-finder.oracle.com/catalog/ The table below summarizes the number of Service and Sell Expertise for selected Oracle partners eligible to respond to this solicitation. The data below reflects each OPN member's status as of June 12, 2024. •Mythics Expertise Total 77 o Cloud Service:19 o Cloud Sell: 23 o License & Hardware Service and Sell: 35 •DLT Solutions Expertise Total 38 o Cloud Service: 0 o Cloud Sell: 17 o License & Hardware Service and Sell: 21 •Arisant LLC Expertise Total 11 o Cloud Service: 2 o Cloud Sell: 3 o License & Hardware Service and Sell: 6 Industry Certifications We are committed to achieving the necessary certifications, attestations, and audit reports demonstrating compliance with our industry's standards and regulations, representing our continued investment in our business. Current certs include: ? ISO 9001:2015 ? CMMI Maturity Level 3 ? ISO/IEC 27001:2013 ? ISO/IEC 20000-1:2018 ? Project Management Institute (PMI) ? PCI DSS Additional info can be found at:
https://mythics.com/industry-certifications/ National Footprint We employ 65 presales, sales, support, training, implementation, and industry specialists to support the missions and objectives of multiple entities at the same time throughout the life of the contract. Over our past 3 fiscal years (2021-2023), we processed 9,973 purchase orders for Oracle products, support, and related services from non-federal govt customers in all 50 States-valued at over $1.9B. Professional & Managed Services We deliver "world-class" service across the entire Oracle technology stack—from technology acquisition (presales and sales) to implementation (technology assessments, architecture, design, integration, and installation) through support (training, technical support, managed services, license migration, audit services, and ongoing maintenance). In the previous 3 fiscal years, our 113 highly skilled and certified consulting sales and delivery resources, located across 28 states, delivered 567 projects to agencies in 39 states. Mythics’ Net Promoter Score Any NPS score above 0 is good. It means customers are more loyal than not. Anything above 20 is considered favorable, and above 50 is excellent. We consistently see positive results, with our most recent survey yielding a 72 NPS. This suggests our customers love working with us, are repeat buyers & recommend us.
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Litigation, Bankruptcy or reorganization
Describe any present or past litigation, bankruptcy or reorganization involving supplier.
Mythics personnel is unaware of any past litigation, bankruptcy, reorganization, or state investigations related to any current officers and/or directors of the Company. Please see the attached document titled “Requirement #40 and #68. Litigation and Reorganization_Mythics.docx” for details on litigation and reorganization matters during the previous 10-years. Mythics is not involved in any bankruptcy proceedings, nor has it been. 6 9
Felony Conviction Notice
Indicate if the supplier is:
publicly held corp. & reporting is not applicable
not owned/operated by who has felony conviction
owned/operated by who has been convicted
7 0
Attribute deleted as part of an Addendum
Vendor: Mythics, LLC 24-02 Addendum 3
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Debarment or suspension actions
Describe any debarment or suspension actions taken against supplier.
No debarment or suspension actions have been taken against Mythics. 7 2
Distribution, Logistics
Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.
We will offer all Oracle technology & services approved by Oracle GRPG & Mythics' service offerings. Software From databases to enterprise applications, leverage our 24-year partnership with Oracle to discover the right software for your organization, integrate and optimize it for maximize efficiency, and help control IT costs. We help you understand what on-premise applications you own, how best to manage ongoing needs and evaluate options for driving efficiencies and savings. Cloud Infrastructure (PaaS and IaaS) Whether you want to move your existing systems to Oracle Cloud as is – or improve them along the way – we help make the journey a success. Our experts have proven experience designing OCI solutions and helping migrate enterprise systems across public, private, and hybrid clouds. Cloud Applications (SaaS) Oracle provides a complete suite of cloud-based software as a service (SaaS) applications available on a pay-as-you-go basis. It's an excellent option for organizations seeking to increase business agility, maximize performance, and cultivate customer relationships through a scalable and secure cloud service with automatic updates to keep you ahead of the market. Hardware By combining Oracle's industry-leading hardware with our design and deployment expertise, you can run your software and systems faster and more reliably than ever before, strengthen security for your most critical data, and do it all while lowering your total cost of ownership. Engineered Systems We specialize in helping you select and implement the right Oracle Engineered Systems for your business or organization. As the first team globally to be designated as an Oracle Exadata Specialized partner, we‘ve harnessed our expertise to deliver outstanding results with the best customer experience in the industry. Technical Support Because we have a Public Sector Support Renewal Schedule, we are authorized to offer customers access to all Oracle Support Services. Oracle Support Services and Resources provide access to product enhancements and updates, upgrades to new product releases, basic product support for installations and technical support incidents, and resources, tools, and knowledge essential for problem prevention and resolution as they become available. Training Our presales, sales, and support teams help customers develop training plans to meet their specific needs. Oracle University offers Learning Subscriptions and Guided Learning. Subscriptions are a cloud offering to address information gaps, increase productivity, reduce costs, and mitigate risks. Guided helps users embrace continuous change using in-application guidance. Professional/Managed Services We deliver top-tier services across the entire Oracle technology stack, from the initial stages of technology acquisition to implementation and ongoing support. Technology Acquisition • Presales and Sales: Guidance on selecting the right Oracle solutions Implementation • Technology Assessments: customer roadmaps and recommendations aligned with best practices in implementation, configuration, supportability, and compliance. • Architecture and Design: Strategic and tactical architecture and design services, including comprehensive system architecture and optimal infrastructure design. • Integration: Developing solutions through a Services Oriented Architecture (SOA) approach or point-to-point integrations based on customer requirements. • Installation: Delivering installation services across the Oracle technology stack using specialized internal resources. Support Services • Technical Support: ongoing technical support to address issues and optimize performance. • Managed Services: full management of Oracle environments to ensure continuous, efficient operations. • Migration Services: migration of existing environments to new environments or configurations. • Ongoing Maintenance: maintenance services to keep systems running efficiently.
Vendor: Mythics, LLC 24-02 Addendum 3
7 3
Distribution
Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.
We distribute Oracle products and services per our agreements with Oracle: • Oracle Software. Customers download Oracle software from the Oracle Software Delivery Cloud designed explicitly for customer fulfillment. • Oracle Engineered Systems, Hardware, Servers, and Storage. We fulfill all Oracle hardware orders directly through Oracle who ships orders to customer-designated locations. • Oracle Cloud Services. Oracle hosts cloud services in data centers across the country which are accessible via the customer’s internet connections. • Oracle Technical Support and Maintenance Support Services. Oracle directs customers to use My Oracle Support via support.oracle.com. Oracle delivers professional and technical services Stock Keeping Units (SKU) direct and on- site, where applicable. The customer utilizes their unique CSI number to access support services. • Oracle University Training. Distribution is a matter of the customer’s choice of medium. Oracle University offers two solutions: Learning Subscriptions and Guided Learning. – Oracle University's Learning Subscriptions are distributed via the cloud and empowers customers to address information gaps, increase productivity, reduce costs, and mitigate risks. – Oracle Guided Learning are distributed via in-application guidance and helps users be successful as they embrace continuous change from application, feature, policy and process changes. This is the perfect Digital Adoption Platform for your Oracle SaaS, Industry, On-Premise, web and third-party applications. Mythics performs training, consulting, technical, professional, and managed services as defined and agreed upon with the customer at the task-order level—whether remote, on-premise, or both. Depending on customer requirements, Mythics may subcontract services to third-party service providers. The responses to requirements #55 and #66 provide additional details on our extensive subcontractor and diversity partner network. Mythics can provide the proposed products and services nationwide. U.S. territories and outlying areas will require additional Oracle approvals.
Vendor: Mythics, LLC 24-02 Addendum 3
7 4
Distribution
Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.
Master Agreement Pricing Compliance Our integrated systems ensure we only produce customer quotes for products and services on contract and offered at or below the contract price. Our quotes contain up-to-date information, including the then-current item descriptions, list price, contract price, applicable discount percentage, and the net cost to the customer. Further, we may offer deeper discounts due to special offers, value-adds, bundles, and quantities, among many other factors. Mythics is committed to diligently educating our workforce on contract specifics, including the contract minimum discount, and employs robust systems and quality control measures to uphold compliance with the pricing outlined in the Master agreement. Our Vehicle Management team (VM team) conducts contract trainings to educate the organization on contract details, including the Master Agreement pricing. Our utilization of the Oracle Partner Store (OPS) for quoting and placing orders with Oracle stands as an additional measure aimed at ensuring our adherence to the most current Oracle commercial pricing standards. All deals are submitted to Oracle, either for approval or drafting, through OPS, which links to Oracle's pricing tool. By submitting through OPS, Oracle verifies the latest commercial price for all items in the purchase.
Oracle then sends a CPQ to Mythics where we review the products and pricing. Any discrepancies in pricing would be addressed at this time ensuring that Oracle and Mythics agree before final quoting to the customer occurs. The Oracle provided CPQ is then used to draft the Partner Ordering Document (POD), which completes the order with Oracle. The POD is also part of our quality control process which allows for sales, sales management, and operations to review all purchasing documents. Throughout this process, the verified pricing on the POD is checked against the customer provided pricing and master agreement discounts to ensure that the customer is receiving the correct price. Through these multiple measures and quality control checks, agencies can be assured they are receiving the Master Agreement pricing. In addition to the measures outlined above to ensure proper Master Agreement pricing, Oracle publishes their price lists on oracle.com/pricing which can be leveraged as a point of reference. Distribution Channels Please see our response to requirement #73 for distribution details. All orders are placed direct through Mythics. Mythics does not intend to utilize any agents to distribute Oracle offerings. Pricing Verification and Audit Customers may verify contract discounts/pricing through our website www.mythics.com/contracts/omnia-partners-region-4. This site will contain contract information, to include access to the Region 4/OMNIA website, where customers can find all contract documentation such as contract discounts/pricing. Over the term of the existing contract, we have had very few customer inquiries to verify contract pricing but, in such cases, we have verified that they received better than or equal to contract pricing. If a Participating Agency wants to further verify and audit pricing to ensure compliance, we ask that they first contact Region 4/OMNIA. We will work with Region4/OMNIA to provide the necessary information, most likely in the form of a dated Manufacturer price list or possibly a redacted Manufacturer cost quote, that validates and represents the list price for the item(s) in question at the time of quote. We will also provide a copy of the quote and resulting purchase order to validate that the item(s) were offered at or below the Master Agreement price. Additionally, Mythics’ Vehicle Management team is available for any contract discount category questions and to support any audits of contract compliance. They may be reached at [email protected]. 7 5
Logistics
Identify all other companies that will be involved in processing, handling or shipping the products/services to the end user.
Per our distribution agreements with Oracle, we use Oracle to process, handle, and ship all Oracle Engineered Systems, hardware, servers, and storage. When performing implementation services, Mythics and other third-party service providers may handle (e.g., install, configure, integrate) Oracle products and as defined and agreed upon with the customer at the task-order level. Software, Cloud Services, and Technical Support and Maintenance Support Services are not processed, handled, or shipped by any other company. Please see our response to requirement #73 which describes in detail how these offerings will be distributed.
Vendor: Mythics, LLC 24-02 Addendum 3
7 6
Logistics
Provide the number, size and location of Supplier's distribution facilities, warehouses and retail networks as applicable.
Having distribution facilities, warehouses, or retail networks is not applicable to be an OPN Partner. Nor are distribution facilities, warehouses, or retail networks necessary for the solutions being provided through this contract which include license, cloud, support, professional services and hardware that is built and shipped from Oracle. Our tightly integrated relationship with Oracle enables us to provide consistent, national support coverage to Participating Public Agencies. As previously indicated, our presales, sales, support, training, and implementation resources are located throughout the US. All our resources can provide various levels of support for Participating Agencies depending on their skillset and role within Mythics. Please see our response to requirement #73 where we describe how Oracle products and services are distributed nationally in more detail.
Vendor: Mythics, LLC 24-02 Addendum 3
7 7
Marketing and Sales
Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days.
Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days.
Executive Leadership Endorsement And Sponsorship Of The Award As The Public Sector Go-To-Market Strategy Within First 10 Days Our Master Agreement Program Management Organization (PMO) Advisory Board is a group comprised of senior Mythics executives who will endorse and sponsor the Master Agreement to ensure we achieve our goals and maintain our commitments. Please see our response to requirements #84 and# 86 which describes our Region 4 PMO, our Advisory Board, and its support structure in more detail. Training and Education of Mythics’ Sales Force We will employ the same approach to educate our national sales force on new contracts that proved successful on the previous Oracle contract. Within the first 90 days, our Master Agreement PMO and Advisory Board will develop internal “Contract Enablement” trainings to ensure we align the features of the Master Agreement to the needs of eligible agencies and persuasively communicate its value, as well as how and where to best position it for maximum use. Specific tools used to educate the national sales force include: ?Sales Enablement Contract Review. We produce and host mandatory contract training webinars to cover best practices that drive more sales through the Master Agreement. ?Sales Enablement Contract Summary Collateral. We develop clear, compelling, and consistent content that will always include Region 4 ESC and OMNIA logo placements and highlight the features of the Master Agreement and its benefits. Our collateral targets procurement staff, end-users, and C-level executives, among others. We believe this contract is an attractive platform for Participating Public Agencies seeking Oracle technology. By competitively establishing a cooperative purchasing contract with such a comprehensive scope, Region 4 ESC and OMNIA Partners will save Participating Public Agencies time and money through greater efficiency and economy in acquiring all Oracle technology and related services—compliant with procurement regulations and offered at nationally leveraged pricing. And by awarding to us, Region 4 ESC and OMNIA will have a nationally-recognized partner—with extensive cooperative purchasing experience, extensive Oracle Sell and Service Expertise, and a broad portfolio of Oracle-enabling capabilities. When marketing this contract to Participating Agencies, we will align the features and benefits of this contract to issues relevant to procurement staff and end users as described below. We will work with Region 4 ESC and OMNIA Partners to continuously refine the messaging for how the Master Agreement’s features benefit Participating Public Agencies and update our marketing plans accordingly. Highlighted Features And Benefits Of The Oracle Products And Services Master Agreement. Feature of the Master Agreement: Aggregating requirements from the combined economies of scale of multiple organizations… ?Benefit to Procurement Staff: o Nationally leveraged pricing o Streamlined acquisition cycles ?Benefit to End Users: o Oracle products and services o Faster deployments Feature of the Master Agreement: Competitively solicited contract employing lead agency model… ?Benefit to Procurement Staff: o Compliance with procurement requirements ?Benefit to End User: o Adherence to Oracle distribution agreements and terms and conditions Feature of the Master Agreement:
Comprehensive scope… ?Benefit to Procurement Staff: o Simplified acquisition o Contract Utility ?Benefit to End Users o Availability of Oracle Products and services Feature of the Master Agreement: Frequently Updated Catalog ?Benefit to Procurement Staff: o Then-current pricing, terms and conditions ?Benefit to End Users o Then-current offerings Feature of the Master Agreement: Ability to enhance the scope over time ?Benefit to Procurement Staff: oStreamlined acquisition cycles o Contract utility ?Benefit to End Users o Additional offerings through Oracle one-off approvals Please also see our 90 Day Plan in requirement #78. 7 8
90-day Plan
Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
Creation and distribution of a co-branded press release to trade publications Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days.
Design, publication and distribution of co-branded marketing materials within first 90 days Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Vendor: Mythics, LLC 24-02 Addendum 3
Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners.
Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
•OMNIA Partners standard logo;
•Copy of original Request for Proposal;
•Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; •Summary of Products and pricing;
•Marketing Materials
•Electronic link to OMNIA Partners’ website including the online registration page; •A dedicated toll-free number and email address for OMNIA Partners Marketing the Master Agreement Mythics marketing will make the Master Agreement a centerpiece in our national marketing activities.There are 6 pillars to our marketing approach and we will promote the Master Agreement through each: 1. Nationwide Live Oracle Technology Days/Workshops. While offering high-quality content, Tech Days serve to uncover new opportunities and help drive open opportunities to close. 2. Sponsorship/Access to High Profile Oracle Technologists. Our marketing works with Oracle Marketing, Mythics sales, and Oracle Technology teams to gain access to the most well-known Oracle Technologists in the world. These events drive tremendous audiences. 3. Oracle CloudWorld. We invest in a significant showroom presence at Oracle’s annual CloudWorld, the largest global Oracle tradeshow serving 100.000+ customers and partners. We highlight our capabilities, promote new contracts, network, and generate demand. 4. Virtual Technology Webinars. We run webinars as an inbound marketing effort and as a service to our customers. These webinars are a significant source of demand and lead generation. 5. Dedicated Region 4 ESC and OMNIA Partners Web and Social Media Support. We will build a custom contract landing page and design a “Featured Mythics Solution/Contract” highlighting the Agreement. Social media promotions will include Twitter, Facebook, and LinkedIn: 6. Formal Press Release and Promotion via Mythics News. We will release a formal press release (with approval) to the various outlets to promote immediate visibility and archive it on our own news site. Additional marketing actions Mythics commits to are as follows: • Once the contract is signed, our marketing team will co-author a formal press release with Region 4 ESC and OMNIA Partners and release it to the US News one newswire via PR Newswire and archive a copy on our web properties to promote the new contract. • In addition to releasing and posting an award announcement on our website, our marketing team will immediately dedicate space on our web properties that contain contract details and contact information. The webpage will be like the one used on our previous contract, located at: www.mythics.com/contracts/omnia-partners-region-4 • Within 30 days, we will update and distribute the co-branded marketing collateral used to successfully market the previous contract to highlight the features of the new contract and its benefits. • Mythics commits to attending and participating with OMNIA Partners at national (i.e.
NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and Mythics-specific trade shows, conferences, and meetings throughout the term of the Master Agreement • Mythics commits to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Mythics. In addition, Mythics commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. • Our marketing team will communicate the value of the Master Agreement by placing advertisements in regional or national publications throughout the term of the contract. • Our marketing team will communicate the value of the contract by implementing direct mail and call campaigns, creatively using social media, participating in trade shows, and hosting technology-focused webinars, among other activities. • Within 30 days, we will update our existing webpage to include the following: • OMNIA Partners standard logo; • Copy of original Request for Proposal; • Copy of contract and amendments; • Summary of Products and pricing; • Marketing Materials • Electronic link to OMNIA Partners’ website including the online registration page; • A dedicated toll-free number and email address for OMNIA Please see attached “90-Day Implementation Plan” for a contract rollout strategy.
Vendor: Mythics, LLC 24-02 Addendum 3
7 9
Transition
Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.
Our sales and marketing team will implement and refine the strategy to market the Master Agreement to existing government customers and transition these customers to the Master Agreement. To make the most efficient use of these efforts, we will take a systematic approach to market the Master Agreement to Participating Public Agencies.
Through an analysis of our current customer base and Participating Public Agencies, we will organize transition targets into four groups and tailor marketing programs for each: • Group 1: Transition: We will contact our existing customers who are Participating Public Agencies to discuss how we can easily transition them to the Master Agreement for their Oracle technology requirements. • Group 2: Solution. For existing Participating Public Agencies who are not existing Mythics or Oracle customers, we will inform them about the Master Agreement, its benefits, and the available Oracle technology. Because this group is already familiar with OMNIA Partners, we will focus on finding customers with requirements within scope of the Master Agreement. • Group 3: Procurement. For existing Mythics and Oracle customers who are not yet Participating Public Agencies, we will inform them about the Master Agreement, its benefits, and the available Oracle technology. Because this group is already familiar with Mythics or Oracle, we will focus on influencing POCs to initiate participation in the OMNIA Partners program as a Participating Public Agency. • Group 4: Provisional. When engaging new Mythics or Oracle customers that are not Participating Public Agencies, we will combine our Solution and Procurement strategies. This involves identifying in-scope customer requirements and influencing POCs to initiate participation in the OMNIA Partners program as a Participating Public Agency. Our marketing programs consist of outbound call campaigns, direct marketing initiatives, use of social media, advertisements in regional or national publications, participation in trade shows, technology-focused webinars—among other activities—fueled by clear, compelling, and consistent content appropriate for each medium. In addition to any purpose-built messaging, our brochures, templates, briefs, and other collateral will always highlight the features of the Master Agreement and its benefits. Other Cooperative Contracts Mythics’ current cooperative contracts (regional and national) are listed below and we’ve described how the Master Agreement will be positioned amongst them. •OMNIA Partners Oracle Products and Services (Maricopa County) • Mythics’ position is that OMNIA Partners Participating Public Agencies may procure Oracle products and services through any OMNIA Partners’ Master Agreement. Mythics has continued to grow revenues under our Region 4 contract year over year. •E&I • E&I has a specific scope (ERP/Student Cloud) with an emphasis on private higher education institutions, which Oracle expressly excluded from the scope of any OMNIA Master Agreements. •PEPPM PA and PEPPM CA • Mythics has a long-standing relationship with PEPPM. Oracle has only approved PEPPM use within each PEPPM State (PA and CA). Oracle did not approve PEPPM for use in other States. •NASPO Software VAR • Mythics’ NASPO SVAR contract is limited in scope and in its reach to a customer base. By promoting the benefits of the Region 4 contract’s offerings and terms and conditions, we believe it will be far more attractive to Participating Public Agencies to acquire offerings and services. •GSA • Mythics’ GSA contract is limited in scope. By promoting the benefits of the Region 4 contract’s offerings and terms and conditions, we believe it will be far more attractive to Participating Agencies to acquire offerings and services. 8 0
Logo
Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.
Yes
No
Vendor: Mythics, LLC 24-02 Addendum 3
8 1
Sales
Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency Best government pricing
No cost to participate
Non-exclusive
Yes
No
8 2
Training
Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
Key features of Master Agreement
Working knowledge of the solicitation process
Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners Knowledge of benefits of the use of cooperative contracts Yes
No
8 3
Responsibility
Provide the name, title, email and phone number for the person(s), who will be responsible for:
Executive Support
Marketing
Sales
Sales Support
Financial Reporting
Accounts Payable
Contracts
Executive Support • Doug Altamura, Sector President, Cloud Sales and Managed Services; [email protected], 757-287-0357 (M), 757-233-8072 (O) • Paul Seifert, CEO; [email protected], 757- 233-8078 (O) Marketing • Amanda Noon, Director, Marketing; [email protected], 757-452-4751(O) Sales • Eric Seifert, Senior Vice President, Product Sales; [email protected],757-374-0856 (M) Sales Support • Sean McKenzie, Vice President, Support Solutions; [email protected], 757-233-8077 (O), 757-515-5577 (M) Financial Reporting • Lorie Parker, MEG Division Controller, [email protected], 703-628-1920 (O) Accounts Payable • Ashley Ahlschwede, Accountant, Accounts Payable; [email protected], 757-416-6537 (O) Contracts • Deonte Watters, Vice President, Business Operations; [email protected], 757-233-4275 (O) Vendor: Mythics, LLC 24-02 Addendum 3
8 4
Sales Force
Describe in detail how Supplier’s national sales force is structured, including contact information for the highest- level executive in charge of the sales team.
Mythics’ Sales Coverage We employ 65 presales, sales, support, training, implementation, and industry specialists to support the missions and objectives of multiple entities at the same time throughout the life of the contract. Over our past three fiscal years (2021-2023), we processed 9,973 purchase orders for Oracle products, support, and related services from non-federal government customers in all 50 States-valued at over $1.9B. During that same time, our consulting organization’s 113 highly skilled and certified sales and delivery resources delivered 567 projects to agencies in 39 states. Our Sales force are strategically assigned to West/Central, South/MidAtlantic, or Northeast territories, specializing in Software, Cloud, Hardware, Consulting, & Support/Maintenance. There are 13 sales reps covering the West/Central territory, 11 covering the Northeast, and 18 covering the South/MidAtlantic, with the remaining 23 sales team members serving in management, presales, and industry specialist roles, offering nationwide coverage. Despite their regional or specialization focus, these teams constantly communicate and collaborate, pooling their expertise to address customer requirements seamlessly. Our sales staff's average tenure of 7 years translates to a wealth of industry knowledge, established relationships, problem-solving abilities, and personalized service, offering our customers a distinct advantage in their interactions.While a majority of the sales force operates from Mythics’ headquarters in Virginia, we allow our account managers to adjust their schedules to align with their customer's locations and availability preferences. Presales, implementation, and industry specialists offer nationwide support as needed and are located across 28 states nationwide. Product Sales: Mythics’ Cloud, Hardware, and Software Product Sales reps assist agencies achieve their IT objectives. This team educates and informs public sector agencies on Oracle's offerings, providing guidance and assistance throughout the procurement process. They diligently acquaint themselves with the customer's license footprint, discern any discrepancies or requirements within the offerings, and present viable solutions. Furthermore, they leverage Mythics' extensive internal resources, encompassing enterprise architects, license migration analysts, ACE certified engineers, as necessary, to cater to our customers' requirements effectively. This team is also responsible for consulting with our customers and empowering them by designing comprehensive training curriculums built around Oracle Cloud Support Sales: Separate from our cloud, software, and hardware sales teams is our support sales team. The support team ensures our customers are provided access to product enhancements and updates, upgrades to new product releases, basic product support for installations and technical support incidents, resources, tools, and knowledge essential for problem prevention and resolution as they become commercially available. Consulting Sales: Only a handful of Oracle partners can successfully deliver such a wide range of Oracle-enabling services-with their own resources-as Mythics. Our consulting sales team is dedicated to collaborating with customers to identify optimal solutions tailored to their specific need, whether that be through managed services, lift-and-shift services, cloud application services, system integrations, or our complimentary cloud migration assessment. We augment our organic services with specially selected Oracle implementation partners where needed. All services are managed to completion by our PMP-certified project managers following PMI best practices and in compliance with our ISO-9001 certified Quality Management System. Executive in Charge: Eric Seifert, VP Sales, is responsible for overall contract performance and customer satisfaction and may be contacted at [email protected] or 757-374-0856.
Vendor: Mythics, LLC 24-02 Addendum 3
8 5
Implementation
Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.
Implement Leveraging Existing Relationships Over the years, we have developed strong relationships within the OMNIA sales force We have had remarkable success working with OMNIA’s Partner Development team, most recently with Richard Pullen and Richard McVay. We have a monthly call to discuss business development, marketing, and sales strategies to promote the use of OMNIA Partners contracts. Our national sales force interacts with the OMNIA Municipal & K-12 and Higher Ed Regional Managers often if not daily. We collaborate with the Regional Managers to ensure our shared customers understand the features and benefits of the contract—and most importantly, how to transact business against it. We intend to continue this cadence to ensure alignment of objectives. Selling Oracle is complex. Oracle has a wide range of solutions that cater to IT professionals and functional users alike. We invest significant resources in understanding our customers’ IT initiatives and the possibilities of applying Oracle solutions to resolve their needs within their budget constraints. Once we qualify an opportunity with technical and business users, we have found OMNIA Regional Managers invaluable in quickly moving it through procurement. Growth Through Adoption Our team of legal and contracts experts is dedicated to understanding and meeting the unique requirements of each agency we serve. Daily, our attorneys engage in negotiations with public sector agencies, ensuring alignment with local laws and regulations. When a Region 4 contract user seeks to incorporate supplemental terms into the master agreement, we work diligently to establish these addendums in accordance with their needs and the contract's conditions. Through our customer-centric approach, we have successfully negotiated and executed numerous participating addendums, empowering agencies to leverage the contract to its fullest potential. Growth Through Offerings The professional and managed services offered by Mythics’ Consulting organization are essential contributors to the contract’s growth. Our services offered through the Region 4 contract play a crucial role in facilitating the successful procurement and implementation of products under the contract. In addition to product acquisition, the variety of consulting services we offer are aimed at ensuring the seamless integration and optimal utilization of these products. We firmly believe that customers who opt for comprehensive solutions, encompassing both products and services, forge enduring partnerships and are inclined to continue to utilize the Region 4 contract for their future needs. In addition to our existing offerings, our aim is also to promote growth by efficiently incorporating any new products and services into our contract, ensuring that we maintain a comprehensive procurement vehicle for our customers. As new offerings become available, Mythics will coordinate with Region 4/ OMNIA to ensure these items are within scope and where additional actions may be required, such as terms and conditions or discounts, our Contract Vehicle Mgmt team has extensive experience working with OMNIA/ Region 4 on contract updates. Service Through Mythics’ PMO Mythics’ Region 4 Program Management Organization will be the principal support group to manage the overall national program and serves as the central interface to Region 4, OMNIA, and Participating Agencies. Please also see the response to requirement #85 below which details how we will service and manage the contract. Implementation, Growth, and Service Through Marketing Efforts Please see our response to requirements #77 & #78 which details our 90-day plan to implement the contract, to include sales force enablement trainings, co- branded marketing material, conference and tradeshow attendance, webinars, technology days, all of which will support the implementation, growth, and servicing of the Region 4/OMNIA contract.
Vendor: Mythics, LLC 24-02 Addendum 3
8 6
Program Management
Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.
We plan to employ the same effective program management approach which resulted in year over year revenue growth on the existing Region 4 contract to drive success on the new contract. PMO: Structure Led by Eric Seifert, VP Sales,, our Region 4 Program Management Organization (Region 4 PMO) will be the principal support group to manage the overall national program and serves as the central interface to Region 4, OMNIA, and Participating Agencies. Depicted in the attachment, “Requirement #86. PMO Chart_Mythics”, supporting the PMO are the same internal functional organizations that have contributed to the success of the previous contract, helping our customers acquire and integrate Oracle technology into their IT environments. Empowering the PMO is our Master Agreement Advisory Board, a group of senior Mythics executives who will have high visibility into the program to ensure we achieve our goals and maintain our commitments. PMO: Goals & Objectives Mr. Seifert will lead our PMO to drive the success of the Master Agreement (MA) and increase market share motivated by the goals and objectives described below. • Goal 1: Establish the MA as a premier vehicle for all Oracle technology o Objectives:
1. Drive agency adoption of the contract by communicating its benefits as a more effective and efficient alternative to the costs associated with such bids and solicitations; 2.Continuously refresh the contract through modifications to make current Oracle technology available to all eligible agencies at a discount from current pricing • Goal 2:
Commitment to the MA o Objectives:1.Train and incentivize Mythics and Oracle resources to lead with the contract;
2.Direct “open market” opportunities to the Master Agreement and present it to Participating Public Agencies as a preferred vehicle; 3.Obtain approvals from Oracle to meet previously negotiated pricing to extend potentially deeper discounts • Goal 3: Preserve the integrity of the MA o Objectives:1.Communicate and operate within the terms and conditions of the contract; 2.Offer only in-scope products and services at, or below, the contract price;
3.Participate in program reviews to assess and improve program performance; 4.Accurately report and remit fees on time Marketing And Sales Efforts We are committed to continuing the current cadence calls to ensure the contract’s success. Our Marketing team continues to be responsible for post-award communication and promotion of the contract award and will support contract utilization through activities such as press releases, lead generation campaigns, inbound and outbound marketing activities, social media communications, event management, content development and sales support. Ms. Noon will continue to serve as the primary interface to Region 4 & OMNIA with regards to marketing support and initiatives. Please see our response to requirement #77 and #78 which details our marketing and sales plan. Participating Agency Account Set-Up With nearly a decade of experience collaborating with Region 4, we possess extensive proficiency guiding agencies on the benefits of cooperative contracts. Depending on an agency’s MICPA execution, we either provide comprehensive support throughout the MICPA review and execution process or, if already registered, provide clarity regarding their eligibility status. Should an agency have terms and conditions rqmnts, we leverage our seasoned legal/contracts team to negotiate non-conflicting supplemental agreements to address those concerns. With our wealth of experience and dedicated resources, Mythics excels in establishing agency accounts and facilitating active contract utilization. Contract Administration Mythics’ Vehicle Mgmt Team is responsible for all post-award contract admin including the fulfillment of contract requirements such as timely reporting, overall compliance with contract T&Cs, and contract modifications. The team will support contract performance reviews as requested by Region 4 & OMNIA.
Vendor: Mythics, LLC 24-02 Addendum 3
8 8
System Capabilities and Limitations
Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.
NetSuite ERP and CRM We manage our customer lifecycle using NetSuite’s Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) applications—from first point of contact and quote, through award and delivery, to billing and ongoing customer support. NetSuite ERP runs all our critical back-office operations and financial business processes including accounting, inventory and supply chain and order management. NetSuite CRM provides complete customer lifecycle management from marketing automation, opportunity management, order management and customer service. We leverage our CRM to create customer account info. from initial customer contact. As we identify/qualify leads, our Sales Teams capture contact info, requirements, and general info about the account, including customer’s existing IT environment and projects. As a transaction progresses from a lead to an opportunity, we produce itemized quote for products and services, pricing and contract fees. When we receive a customer PO, our sales team uploads relevant docs related to the opportunity including the customer PO, customer quote and any necessary info, such as our justification for, and approval of, lower pricing and/or customer-specific Ts&Cs. Once completed, Sales creates a sales order initiating automated process flows in our ERP system notifying our Acctg/Finance Dept. to process the customer PO. Our Acctg Dept. reviews and validates all sales order documentation then creates and submits an order package for review by the sales manager, Contracts Team, and any other pertinent business unit to ensure accuracy and contract compliance.
After all required teams have reviewed and approved the order package, our Finance and Accounting Team submits the order for processing and fulfillment. Once completed, our ERP triggers a notification to our AR/AP Teams to create the required invoices based on the agreed upon payment and acceptance terms and track the receipt of invoices so they can be paid as customer invoices are collected. By utilizing this single system for all phases of ordering, processing, delivery and billing, we can effectively and efficiently manage our customers’ requirements and resolve any issues on an on-going basis. Because NetSuite is our lifeblood, we implement the necessary safeguards and incentives to ensure the data we collect is up to date, correct, and always available. Mythics Data Warehouse In addition to the standard reporting capabilities offered by the Mythics NetSuite ERP and CRM system, we have created a Data Warehouse (DW) to enhance reporting and analysis functionalities. For instance, while the NetSuite CRM/ERP system offers broad reporting on Support Renewal transactions at the contract level, the DW provides more granular reporting, including detailed line item data such as product information, quantities, license metrics, and associated pricing tied to support contracts. Within the DW, customized reports can be configured to compare actual purchase prices against negotiated contract discounts.
This not only ensures contract adherence but also enables the documentation of any additional cost savings attained by contract holders beyond negotiated discounts. Further, the DW facilitates the storage of additional metadata related to both new acquisitions and support renewals. This capability enables the creation of an "Inventory View" of licenses, delineating ownership by department or sub-agency within the inventory. Such insights prove invaluable in formulating centralized purchasing policies, particularly when determining chargeback mechanisms. With the integration of Mythics' NetSuite CRM/ERP systems and its Data Warehouse, regularly updated every 15 minutes during business hours, we boast a robust information systems infrastructure. This infrastructure ensures seamless order management from inception to receipt of payment, thereby optimizing contract management for our valued customers.
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Projected Sales Year One
Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. $30000000
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Projected Sales Year Two
Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. $30000000
Vendor: Mythics, LLC 24-02 Addendum 3
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Projected Sales Year Three
Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. $30000000
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Attribute deleted as part of an Addendum
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General Terms and Conditions
Respondent agrees to comply with the General Terms and Conditions provided as an attachment to this online bid event. Any deviations to the General Terms and Conditions may be provided using the procedures set forth in the attribute pertaining to deviations.
I certify compliance with this attribute.
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Felony Conviction Notification
State of Texas Legislative Senate Bill No. 1 Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into an agreement with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony”.
Subsection (b) states “a school district may terminate the agreement with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a), or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract”.
Subsection (c) states “this section does not apply to a publicly held corporation”.
Use the checkbox associated with this item to identify your status as it relates to this legal requirement.
Non-Felon - person/owner IS NOT a convicted felon
Not Applicable-firm is a publicly held corporation
Felon - person/owner IS a convicted felon
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Name of Felon and Nature of Felony, if applicable
If response to previous attribute was "Felon - person/owner IS a convicted felon", vendor shall give the name of the felon and details of conviction.
If you did not answer "Felon - person/owner IS a convicted felon" in the previous question, type "N/A" in the respective field.
N/A
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Criminal History Records Review of Certain Contract Employees Texas Education Code Chapter §22.0834 requires that criminal history records be obtained regarding covered employees of entities that contract with a school entity in Texas to provide services for that school entity (“Contractors”) and entities that contract with school entity contractors (“Subcontractors”). Covered employees with disqualifying criminal histories are prohibited from serving at a school entity. Contractors/Subcontractors contracting with a school entity shall (1) maintain compliance with the requirements of Texas Education Code Chapter 22 to the school entity; and (2) require that each of their subcontractors complies with the requirements of Texas Education Code Chapter 22. Contractors performing work at a school entity in Texas must comply with these statutes.
Covered employees : Employees of a Contractor/Subcontractor who have or will have continuing duties related to the service to be performed at a school entity and have or will have direct contact with students. The school entity will be the final arbiter of what constitutes continuing duties and direct contact with students at their school.
I certify compliance with this attribute.
Vendor: Mythics, LLC 24-02 Addendum 3
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Historically Underutilized Business (HUB) Certification Businesses that have been certified by the Texas Building and Procurement Commission (TBPC) or other qualified agency as Historically Underutilized Business (HUB) entities are encouraged to indicate their HUB status when responding to this proposal invitation. The electronic catalogs will indicate HUB certifications for vendors that properly indicate and document their HUB certification on this form.
Select one of the available options:
OPTION A: My business has NOT been certified as HUB.
OPTION B : I certify that my business has been certified as a Historically Underutilized Business (HUB), and I have/will upload the certification information into the "Response Attachments" Tab located in this online bidding event.
OPTION A
OPTION B
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Disclosure of Interested Parties
Texas state law requires the Disclosure of Interested Parties be filed with a public entity, including regional service centers and school districts, for any contract which:
(1) requires an action or vote by the governing body; or (2) has a value of $1 million or more; or
(3) for any services provided that would require an individual to register as a lobbyist under TX Gov’t Code Chapter 305.
NOTE: This form is not required if the vendor is a publicly-traded business entity, including a wholly-owned subsidiary of the business entity (a company in which ownership is dispersed among the general public via shares of stock which are traded via at least one stock exchange or over-the-counter market).
If you are required by law to submit this form, it must be completed online at the Texas Ethics Commission website.
Obtain a numbered certificate and click the link below to access the instructions and to complete this required form.
Upon completion, vendors required to submit the form must attach it to the proposal via the "Response Attachments" Tab.
Click here to complete the form on the Texas Ethic Commission's 1295 Form webpage.
Please note: The District must verify receipt of all required 1295 forms received within 30 days on the Texas Ethics Commission website. This verification does not indicate a contract award. Contract awards will be issued via direct communication from the AISD Purchasing Department. A contract requiring a Disclosure of Interested Parties form is voidable at any time if:
(1) the governmental entity or state agency submits to the business entity written notice of the business entity's failure to provide the required disclosure; and
(2) the business entity fails to submit to the governmental entity or state agency the required disclosure on or before the 10th business day after the date the business entity receives the written notice.
IF UNDER LAW YOU ARE EXEMPT FROM SUBMITTING THIS 1295 FORM, PROPOSERS MUST SUBMIT A DOCUMENT THAT SHOWS PROOF OF THIS EXEMPTION.
ENTITY TYPES THAT ARE EXEMPT AND SHOULD ATTACH THIS PROOF ARE LISTED IN STATUE AS:
• a sponsored research contract of an institution of higher education; • an interagency contract of a state agency or an institution of higher education; • a contract related to health and human services if:
• the value of the contract cannot be determined at the time the contract is executed; and • any qualified vendor is eligible for the contract;
• a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity; • a contract with an electric utility, as that term is defined by Section 31.002, Utilities Code; or • a contract with a gas utility, as that term is defined by Section 121.001, Utilities Code.
I certify compliance with this attribute.
Vendor: Mythics, LLC 24-02 Addendum 3
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Conflict of Interest Questionnaire
Region 4 Education Service Center (Region 4) is required to comply with Texas Local Government Code Chapter 176, Disclosure of Certain Relationships with Local Government Officers. House Bill 23 significantly changed Chapter 176 as well as the required disclosures and the corresponding forms. As of September 1, 2015, any vendor who does business with Region 4 or who seeks to do business with Region 4 must fill out the new Conflict of Interest Questionnaire (CIQ) if a conflict of interest exists. A conflict of interest exists in the following situations:
1) If the vendor has an employment or other business relationship with a local government officer of Region 4 or a family member of the officer, as described by section 176.003(a)(2)(A) of the Texas Local Government Code; or 2) If the vendor has given a local government officer of Region 4, or a family member of the officer, one or more gifts with the aggregate value of $100, excluding any gift accepted by the officer or a family member of the officer if the gift is: (a) a political contribution as defined by Title 15 of the Election Code; or (b) a gift of food accepted as a guest; or
3) If the vendor has a family relationship with a local government officer of Region 4.
“Vendor” means a person who enters or seeks to enter into a contract with a local governmental entity. The term includes an agent of a vendor. The term includes an officer or employee of a state agency when that individual is acting in a private capacity to enter into a contract. The term does not include a state agency except for Texas Correctional Industries. Texas Local Government Code 176.001(7).
“Business relationship” means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Texas Local Government Code 176.001(3).
“Family relationship” means a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity, as those terms are defined by Subchapter B, Chapter 573, Government Code. Texas Local Government Code 176.001(2-a).
“Local government officer” means: (A) a member of the governing body of a local governmental entity; (B) a director, superintendent, administrator, president, or other person designated as the executive officer of a local governmental entity; or (C) an agent of a local governmental entity who exercises discretion in the planning, recommending, selecting, or contracting of a vendor. Texas Local Government Code 176.001(4).
Individuals serving as a Member of the Board of Directors, the Executive Director, Cabinet Members, and other local government officers may be found at: https://www.esc4.net/about/about-region-4 .
For additional information on Conflict of Interest Questionnaire, and the statutes that mandate it, please visit the following links:
Texas Local Government Code, Section 176
Texas House Bill 23
A blank Conflict of Interest Questionnaire is available by clicking:
https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf.
If your firm is required to return a completed Conflict of Interest Questionnaire with your proposal submission, use the "Response Attachments" Tab to upload the completed document.
I certify compliance with this attribute.
Vendor: Mythics, LLC 24-02 Addendum 3
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0 Entities that Boycott Israel
Pursuant to Chapter 2271 of the Texas Government Code, the Respondent hereby certifies and verifies that neither the Respondent , nor any affiliate, subsidiary, or parent company of the Respondent , if any (the “Respondent Companies”), boycotts Israel, and the Respondent agrees that the Respondent and Respondent Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) Respondent is not a sole proprietorship; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or partially from public funds of the governmental entity.
I certify compliance with this attribute.
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1 Foreign Terrorist Organizations
Section 2252.152 of the Texas Government Code prohibits Region 4 ESC from awarding a contract to any person who does business with Iran, Sudan, or a foreign terrorist organization as defined in Section 2252.151 of the Texas Government Code. Respondent certifies that it not ineligible to receive the contract.
I certify compliance with this attribute.
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2 Firearm Entities and Trade Associations Discrimination Respondent verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Region 4 ESC.
APPLICABILITY: This clause applies only to a contract that: (1) is between a governmental entity and a company with at least 10 full-time employees; and (2) has a value of at least $100,000 that is paid wholly or partly from public funds of the governmental entity.
EXCEPTIONS: This clause is not required when a state Agency: (1) contracts with a sole-source provider; or (2) does not receive any bids from a company that is able to provide the written verification required by Section 2274.002(b) of the Texas Government Code.
I certify compliance with this attribute.
1 0
3 Energy Company Boycott Prohibited
Respondent represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Region 4 ESC.
EXCEPTIONS: Clause only applies to contracts and contractors that meet the following criteria: (i) a “company” within the definitions of Section 2274.001(2) of the Tex. Gov’t Code; (ii) with 10 or more full-time employees; and (iii) with a contract to be paid a value of $100,000 or more wholly or partially from public funds of the governmental entity.
I certify compliance with this attribute.
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4 Critical Infrastructure Affirmation
Pursuant to Government Code Section 2274.0102, Respondent certifies that neither it nor its parent company, nor any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.
EXCEPTION: Clause only applies to solicitations and contracts in which the contractor would be granted direct or remote access to or control of critical infrastructure, as defined by Section 2274.0101 of the Texas Government Code, in this state, other than access specifically allowed for product warranty and support purposes.
The Governor of the State of Texas may designate countries as a threat to critical infrastructure under Section 2274.0103 of the Texas Government Code.
Agencies should promptly add any country that is designated by the Governor to this clause. ” I certify compliance with this attribute.
Vendor: Mythics, LLC 24-02 Addendum 3