Item 13 Oracle Contract Final

Item 13: ORACLE
February 15, 2022

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Lubbock Power & Light
Electric Utility Board
Agenda Item Summary
Meeting Date: February 15, 2022
Summary:
Consider a resolution authorizing the Director of Electric Utilities to execute an ordering
document, Document Number US-10368397 (“Ordering Document”), between the City of
Lubbock, acting by and through LP&L, and Oracle America, Inc. (“Oracle”), for technical cloud
services to configure and extend LP&L’s Oracle Utilities Customer Cloud Service application by
implementing a Market Transaction Manager (MTM) to enable LP&L’s planned opt-in to retail
competition
Background/Discussion:
Pursuant to the Contract for Products and Related Services, dated on or about June 30, 2018, (the
“DIR Agreement”) DIR Contract No. DIR-TSO-4158, Vendor Contract No. US-GMA-19889764,
the State of Texas, acting by and through the Department of Information Resources, contracted
with Oracle America, Inc. (Oracle”), for Oracle to sell its Oracle branded hardware, software,
cloud, related products and services. As a cooperative purchasing contract, LP&L may utilize the
DIR Agreement for Oracle to provide professional services related to the implementation of
software required allowing LP&L to opt-in to retail competition within the Electric Reliability
Council of Texas (ERCOT) market.
As LP&L transitions into the ERCOT market, there is compliance reporting and information that
must be reported by LP&L for retailers and ERCOT, which includes data sets and their
characteristics. The technology and training for creating and transferring the data will require the
assistance of outsourced companies in order to receive the proper training and resources needed.
Therefore, LP&L is requesting the services of Oracle to assist with implementation of the MTM.
Fiscal Impact:
A total of $7,865,000 is appropriated and $7,631,718 is available in account number 92689
(ERCOT Transmission/Distribution Service Provider System) for this purpose.
Recommendation:
Staff recommends authorizing the Director of Electric Utilities to execute an Ordering Document
with Oracle America, Inc., in the amount of $8,875,000 or such alternative action as the Electric
Utility Board may deem appropriate. Of the total amount $3,702,667 is expected to be utilized in
FY 21-22.
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Lubbock Power and Light
Capital Project
Project Cost Detail
February 15, 2022
Capital Project Number: 92689

Capital Project Name: ERCOT Transmission /Distribution Service Provider System
Budget
Total Appropriation $ 7,865,000
Expended Contract or PO Number

Principle Staffing $ (191,282)
TMG Consulting (42,000)
Expended to Date $ (233,282)
Agenda Items February 15, 2022 Contract or PO Number

TMG Utility Advisor Services - PSA - Year 1 $ (2,637,630)
Oracle America Inc. - Year 1 (3,702,667)
EDI Gateway - Year 1 (63,750)
Oracle America Inc. Mythics - Year 1 (174,850)
Agenda Items for Consideration $ (6,578,896)
Estimated Costs for Remaining Appropriation

Staff Time - Year 1 $ (298,154)
Principle Srvices - Year 1 (280,000)
Permitting System Interface - Year 1 (100,000)
Contingency (374,668)
Estimated Costs for Remaining Appropriation $ (1,052,822)
Remaining Appropriation $ -
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RESOLUTION
WHEREAS, Lubbock Power & Light is the municipally owned electric

utility of the City of Lubbock (“LP&L”);
WHEREAS, pursuant to that certain Contract for Products and Related

Services, dated on or about July 30, 2018, as extended, (the “DIR Agreement”),
DIR Contract No. DIR-TSO-4158, Vendor Contract No. US-GMA-1889764, the
State of Texas, acting by and through the Department of Information Resources,
contracted with Oracle America, Inc. (“Oracle”), for Oracle to sell its Oracle
Branded Hardware, Software, Cloud, and Related Products and Services and for
Oracle to provide professional services related to the implementation of same;
WHEREAS, pursuant and subject to the DIR Agreement, LP&L desires to

enter into an Ordering Document, Document Number US-10368397 (“Ordering
Document”), with Oracle wherein Oracle will provide certain services specified
therein to configure and extend LP&L’s Oracle Utilities Customer Cloud Service
application by implementing a Market Transaction Manager solution to enable
LP&L’s opt-in to retail competition (“Services”);
WHEREAS, the Services are a necessary component to implement

customer choice;
WHEREAS, Oracle has experience in providing the Services;
WHEREAS, LP&L and Oracle now desire to enter into the Ordering
Document; NOW THEREFORE
BE IT RESOLVED BY THE ELECTRIC UTILITY BOARD OF THE CITY OF

LUBBOCK:
THAT the Director of Electric Utilities be and is hereby authorized and

directed to execute for and on behalf of the City of Lubbock, acting by and
through Lubbock Power & Light (“LP&L”), that certain Ordering Document,
entitled Ordering Document, Document Number US-10368397 (“Ordering
Document”), by and between LP&L and Oracle America, Inc., and issued under
that certain Contract for Products and Related Services, dated on or about July
30, 2018, and as extended, DIR Contract No. DIR-TSO-4158, Vendor Contract
No. US-GMA-1889764 (“DIR Agreement”), as attached hereto and incorporated
herein as though set forth fully herein in detail, and any documents related thereto.
Passed by the Electric Utility Board this 15th day of February, 2022.
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Dan Odom, Chairman
ATTEST:
Gwen Stafford, Board Secretary
APPROVED AS TO CONTENT:
____________________________________
Jamie Wood, Customer Service & Billing Manager
APPROVED AS TO FORM:
____________________________________
Jenny Smith, LP&L General Counsel
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ORDERING DOCUMENT
Customer Name: City of Lubbock, acting by and Oracle America, Inc.

through Lubbock Power & Light
Customer Address: 1401 Avenue K 500 Oracle Parkway
Lubbock, TX 79401 Redwood Shores, CA 94065
ORACLE CONTRACT INFORMATION
Agreement: Contract for Products Related Services between the State of Texas acting by and through
the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”),
effective 30-JUL-2020 (DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA
1889764.
Ordering Document Number: US-10368397
This ordering document incorporates by reference the terms of the agreement specified above and all
amendments thereto (the “agreement”). The defined terms in the agreement shall have the same meaning in
this order unless otherwise specified herein. The agreement is attached hereto as Attachment C and
incorporated herein. For clarification purposes, of the appendices to the agreement only the following include
terms applicable to Your order of Technical Cloud Services: Appendices A, B, C, E-9, G, M, and O.
A. SERVICES
You have ordered the Technical Cloud Services listed below in the table and detailed in the attached
exhibit(s), which are incorporated herein by reference.
All fees on this ordering document are in US Dollars.
Services Reference Fees Estimated Total Fees and

Expenses Estimated Expenses
Fixed Price Services Exhibit 1 $8,375,000.00 $499,479.00 $8,874,479.00
Total Fees and Estimated Expenses $8,874,479.00
All fees are due in accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158. Invoices
for services performed under separate exhibits may be provided separately.
B. ADDITIONAL TERMS
1. Contact Information.
Oracle Consulting Sales Contact: Your Billing/Accounts Payable Contact:
Name: John R. Baker Name: Jamie Wood
Address: 7700 Technology Way Address: 1401 Avenue K
Denver, CO 80237 Lubbock, TX 79401
Phone: (720) 520-1172 Phone: (806) 775-3426
Fax: N/A Fax: N/A
Email: john.r.baker@oracle.com Email: jamiewood@mail.ci.lubbock.tx.us
US-10368397-v062619-15OCT2021-GLH-JEAGUILA-v14 Page 1 of 32
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2. Order of Precedence.
In the event of any inconsistencies between this ordering document (excluding exhibits) and any attached
exhibits, the exhibits shall take precedence, however, in all events DIR Contract No. DIR-TSO-4158 shall
prevail. For clarity, the parties acknowledge that this ordering document includes additional customer-
requested terms that do not conflict with the agreement or are more beneficial to You, and provisions
specific to Your order, that will be given effect pursuant to Section 4.B of the Appendix A of the agreement.
3. Change Control Process.

Any request for any change in services must be in writing; this includes requests for changes in project
plans, scope, specifications, schedule, designs, requirements, service deliverables, software
environment, hardware environment or any other aspect of your order. Oracle shall not be obligated to
perform tasks related to changes in time, scope, cost, or contractual obligations until you and Oracle
agree in writing to the proposed change in an amendment to this ordering document and/or applicable
exhibit(s).
4. Ordering Document Definitions.

4.1 “Technical Cloud Services” means, collectively, the Cloud Services-related technical Services
which you have ordered under this ordering document.
4.2 “Services” for purposes of this ordering document shall have the same meaning as the term
“Technical Cloud Services”. Accordingly, notwithstanding any provision or interpretation of the
Agreement to the contrary, for purposes of this ordering document, the term “Services” does not include
any Cloud Services.
4.3 “Service Specifications” as used in the Agreement means any exhibit(s) attached to this order.
5. Assignment of this Ordering Document

Notwithstanding anything to the contrary in the agreement or this Ordering Document, you may not assign
this Ordering Document or give or transfer the Services, or an interest in them, to another individual or
entity. If you desire that Services be acquired by another entity, such other entity may order services
under a separate contract. You may not grant a security interest in any of the Services. Notwithstanding
the foregoing, upon advance written notice to Oracle, You may assign your rights to the Services under
this Ordering Document to another governmental agency as designated by the Texas Legislature (i) that
is a successor in interest to you that performs your statutory obligations, or (ii) as necessary to satisfy a
regulatory requirement imposed upon you by a governing body with the appropriate authority; provided
that (w) such assignee entity agrees in writing to the terms and conditions of the agreement and the
Ordering Document, (x) You provide Oracle will all consents necessary for the assignee to access Your
Content, Your Applications, and any other of Your materials in Oracle’s possession, (y) the assignment
does not result in any change in Oracle’s rights and obligations under this Ordering Document (including
with respect to the Services), or expand, modify or otherwise alter any use or component of the Services
or Services Environments provided under this Ordering Document, and (z) following the assignment, You
shall immediately discontinue use of the Services acquired under this Ordering Document.
6. Data Center Region

Oracle agrees that during the Service Period specified in the associated Cloud Services ordering
document(s), the Cloud Services environment holding Customer data will reside in data centers located
in the continental United States. Oracle may access Customer Data on a global basis to the extent
necessary to perform the Cloud Services, including maintenance and Cloud Services technical support.
The Services You have ordered under this ordering document do not include Cloud Services. You are
placing, or have placed, one or more separate orders for Cloud Services, and the terms applicable to
Your order of, and Oracle's provision of, the Cloud Services are as stated in such order(s). Nothing
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contained in this ordering document amends, modifies, or waives any terms or conditions of any such
order for Cloud Services, or authorizes access to Customer Data in performing the Cloud Services that
would otherwise not be permitted pursuant to the terms of such order(s) placed by you for the Cloud
Services.
7. Services Privacy/Services Security.

In performing the Services under this order, Oracle will comply with the Oracle Consulting & Advanced
Customer Services Security Practices available at
https://www.oracle.com/corporate/contracts/consulting/policies.html. A copy thereof, current as of the
date of this ordering document, is attached hereto as Attachment D and incorporated herein. A copy of
the Oracle Corporate Security Practices, current as of the date of this ordering document, is attached
hereto as Attachment E. Oracle may update the practices referenced in this Section to reflect changes
in, among other things, laws, regulations, rules, technology, and industry practices. Such updates will
not materially reduce the level of performance, functionality, security, or availability of the Services. You
agree to restrict Oracle's access to any content or information that imposes privacy, security or regulatory
obligations greater than those specified in this order.
8. For the avoidance of doubt, Appendix A, Section 10.N of DIR Contract No. DIR-TSO-4158 is hereby
incorporated by reference and provides the insurance requirements Oracle must maintain and comply
with at all times during the performance of the Services provided pursuant to this ordering document.
9. For the avoidance of doubt, Appendix A, Sections 7.C.1.b and 10.K.2 do not apply to the Technical Cloud
Services ordered under this ordering document and accompanying Exhibit 1 between You and Oracle.
10. Texas Public Information Act

a. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Ordering
Document (the "Contract") and Oracle agrees that the Contract can be terminated if Oracle knowingly
or intentionally fails to comply with a requirement of that subchapter.
b. To the extent Subchapter J, Chapter 552, Texas Government Code applies to this Contract (as
determined in accordance with Section 552.371 of the Texas Government Code), Oracle agrees to:
(1) preserve all contracting information related to the Contract as provided by the records retention
requirements applicable to You for the duration of the Contract; (2) promptly provide to You any
contracting information related to the Contract that is in the custody or possession of Oracle on Your
request; and (3) on completion of the Contract, either: (A) provide at no cost to You all contracting
information related to the Contract that is in the custody or possession of Oracle; or (B) preserve the
contracting information related to the Contract as provided by the records retention requirements
applicable to You.
c. You acknowledge and agree that You are subject to the Texas Local Government Records Act and
will satisfy the obligations provided therein. Except to the extent prohibited by applicable law, any
contracting information sent between You and Oracle in electronic format prior to completion of this
Contract shall be considered provided for purposes of Section 552.372(a)(3) and clause 3(A) of
subsection 8(b) above. Except to the extent prohibited by applicable law, Your exclusive remedy for
noncompliance with this section 8 is as set forth in subchapter J, Chapter 552 of the Texas
Government Code.
11. 2274 Ownership.

To the extent Chapter 2274, Texas Government Code applies to this agreement, Oracle represents that
as of the date of this ordering document (1) to its knowledge, the majority of shares of Oracle
Corporation's common stock traded on the New York Stock Exchange are not owned by (i) individuals
who are citizens of China, Iran, North Korea, Russia, or (ii) a company or entity, including a governmental
entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran,
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North Korea, or Russia; and (2) Oracle is not headquartered in China, Iran, North Korea or Russia. Oracle
is indirectly wholly owned by Oracle Corporation, a publicly traded company. Neither You nor Oracle are
aware of the designation of any country as a designated country within the meaning of Section
2274.0101, Texas Government Code.
12. Non-Discrimination against Firearm Entities/Trade Associations.

Oracle: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association, and (2) will not discriminate during the term of this ordering document
against a firearm entity or firearm trade association. The foregoing statements are made in the context
of the definitions set forth in Section 2274.001 of Chapter 2274 (Prohibition on Contracts with Companies
that Discriminate Against Firearm and Ammunition Industries) of the Texas Government Code.
13. Non-Boycott of Energy Companies. Oracle (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this ordering document. The foregoing statements are made
in the context of the definitions set forth in Section 2274.001 of Chapter 2274 (Prohibition on Contracts
with Companies Boycotting Certain Energy Companies) and Section 809.001 of the Texas Government
Code.
14. The parties agree that for purposes of this ordering document, the outbreak of the novel coronavirus,
commonly referred to as COVID-19, does not constitute a force majeure event within the meaning of the
Agreement.
15. Termination. You may terminate this ordering document and attached Exhibit 1 without cause by
providing Oracle with twenty (20) business days prior written notice. The effective date of termination
under this section shall be the end of the twentieth (20th) business day after Oracle receives written notice
of termination from You. You shall pay fees and expenses (including those expenses for which Oracle
has already become obligated in connection with contemplated Services) and taxes through the
termination effective date. With respect to Services provided on a fixed price basis, the fees for a
completed deliverable shall be the fee stated for such deliverable in the applicable fixed price exhibit.
The fee for an incomplete deliverable shall be calculated and invoiced on a time and materials basis, in
accordance with Appendix C, Pricing Index of DIR Contract No. DIR-TSO-4158 when the Services are
performed, but shall not exceed the fee stated in the applicable fixed price exhibit for such deliverable.
You and Oracle each will use reasonable efforts to mitigate fees and expenses in the event of such
termination.
16. If you provide a valid certificate of tax exemption in advance of the date taxes are due, Oracle will not
invoice You the taxes for the Services under the order.
INTENTIONALLY LEFT BLANK
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17. Incorrect Invoices. If You receive an invoice and in good faith believe the fees stated on the invoice are
calculated incorrectly, You shall notify Oracle of the alleged error within thirty (30) days of the invoice
date (the “Payment Period”). You and Oracle agree to use commercially reasonable efforts to resolve the
alleged error within the Payment Period. If You and Oracle come to agreement during the Payment Period
on an adjusted amount, You shall promptly pay the agreed-upon amount within the Payment Period;
otherwise, You will pay the invoiced amount before the end of the Payment Period.
This quote is valid through 21-FEB-2022 and shall become binding upon execution by you and acceptance by
Oracle.
City of Lubbock, acting by and ORACLE AMERICA, INC.

through Lubbock Power & Light
{{*_es_signer1_signature }} {{*_es_signer2_signature }}
Authorized Signature: _______________________ Authorized Signature: _______________________
{{*_es_signer1_fullname }} {{*_es_signer2_fullname }}
Name: ___________________________________ Name: ___________________________________
{{*_es_signer1_title }} {{*_es_signer2_title }}
Title: ____________________________________ Title: ____________________________________
{{*_es_signer1_date}} {{*_es_signer2_date}}
Signature Date: ___________________________ Signature Date: ___________________________
{{*efdate_es_signer2}}
Ordering Document Effective Date: __________________________________
{To be completed by Oracle}
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FIXED PRICE EXHIBIT
Customer Name: City of Lubbock, acting by and through Lubbock Power & Light
Ordering Document Number: US-10368397
Exhibit Number: Exhibit 1
This exhibit incorporates by reference the terms of the ordering document specified above.
1. Description of Services and Deliverables.
A. Services.
Oracle will provide the Services described herein to configure and extend Your Oracle Utilities Customer
Cloud Service (“CCS”) application by implementing MTM to accommodate Your entry to the retail
electricity market in Texas (the “Project”). The Services described herein will be provided utilizing the
Oracle True Cloud Method (“TCM”) implementation methodology and will be grouped into the following
four (4) implementation phases: Focus, Refine, Enable, and Live-Operate.
1. Project Management Services

a. Oracle will provide the following project management services:
1. Meet in person with Your project manager to walk through the executed ordering document
and exhibit to review the scope, assumptions and responsibilities for the Project.
2. Lead Project kick start activities with You, including:
a. Ordering Document and exhibit walkthrough;
b. Project plan walkthrough; and
c. Project management plan walkthrough.
3. Assist Your project manager in preparing for and conducting Your project kickoff meeting.
4. Assist Your project manager with monitoring the performance of the Project.
5. Create and maintain a Project Management Plan (“PMP”), which is a Microsoft Word
document that describes how the Project will be managed, including mutually agreed
objectives, approach, processes and procedures for the Oracle TCM areas listed immediately
below. The initial version of the PMP is referred to as the “Initial Project Management Plan,”
and shall include descriptions for the following areas of Project management:
a. Scope management;
b. Financial management;
c. Work management;
d. Risk management;
e. Issue and problem management;
f. Staff management;
g. Communication management;
h. Quality management; and
i. Configuration management.
6. Create and maintain an Integrated Project Plan (“IPP”) which is a Microsoft Project document
that lists the mutually agreed Oracle tasks and Your tasks for all implementation phases of
the Project. The initial version of the IPP is referred to as the “Initial Integrated Project Plan.”
7. Assist Your project manager in establishing Project infrastructure tools, which may include
any or all of the following:
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a. Providing a project document repository which is a network folder or file sharing tool in
which all Project-related files will be stored and made accessible for Your and Oracle’s
Project team members;
b. Providing an issue tracking tool which includes a database for tracking Project-related
issues, risks, key decisions and deliverables;
c. Establishing work streams including configuration, extensions, integration and validation;
and
d. Creating Project status reporting templates.
8. Onboard Oracle Project resources and manage Oracle resource assignments for delivery of
the Services described in this exhibit.
9. Coordinate and attend weekly Project status meetings with Your project manager.
10. Create and maintain the “Oracle Staff Plan”, which outlines the vacations, holidays, available
work dates and compensatory tax leave dates for Oracle employees assigned to the Project
(which will become part of the weekly status report referenced in Section 1.A.1.a.15 below).
The initial version of this plan is referred to as the “Initial Oracle Staff Plan.”
11. Identify, manage, and escalate Oracle project risks and issues to Your project manager and,
as appropriate, Your executive project sponsor.
12. Manage the activities, deliverables and milestones for which Oracle is responsible in
accordance with this exhibit.
13. Address any scope changes utilizing the change control process as defined in Section B.3 of
the ordering document.
14. Track actual hours worked for the scope items where Oracle has specified in this exhibit a
fixed number of hours to assist You with tasks for which You are responsible (the “Oracle
Assist Hours” as listed below in Figure 1- Oracle Assist Hours).
15. Provide a weekly status report to Your project manager in a format that is mutually agreed
between each party’s project managers and containing the following information:
a. Oracle task status by implementation phase;
b. Oracle deliverables and milestones as outlined in this exhibit;
c. Oracle Project issues and Project risks;
d. Business decisions required by You;
e. Actual hours worked for the Oracle Assist Hours, agreed upon movements among areas;
and
f. Updated Oracle Staff Plan.
16. Create a “Project Closure Report”, which is a Microsoft Word document that contains
recommendations for continuing Services, identifies anticipated future requirements and
summarizes any Project change requests that were deferred during the Project.
17. Identify an Oracle executive sponsor who shall monitor the performance and progress of the
Project.
18. Provide input to and participate with Your project manager in the following:
a. Executive Steering Committee (“ESC”) meetings that will occur, at a minimum, on a
monthly basis; and
b. Change request meetings that will occur, at a minimum, on a monthly basis.
2. Focus Phase Services.

Oracle will perform the following Services during the Focus phase of the Project:
a. Functional
1. Create the “Familiarization Workshop Schedule” that lists the CCS and MTM workshops to be
conducted along with the required participants and mutually agreed target dates for when the
workshops will be scheduled to take place.
2. Lead up to eight (8) consecutive weeks of CCS and MTM workshops each for up to twenty
(20) of Your participants to review application functionality and to identify future state business
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processes and to align CCS configuration with Your processes. The workshops will be grouped
into the following:
a. Transaction sets:
1. Billing transactions:
 867_03 Usage [Monthly, interval and unmetered]
 810_02 Transmission and Distribution Service Provider (“TDSP”) Invoice
 824 Application Advice
2. Customer Registration transactions:
 814_03 Move In/Switch Request
 814_04 Move In/Switch Response
 814_24 Move Out Request
 814_25 Move Out Response
 814_08 Cancel Request
 814_09 Cancel Response
 814_12 Date Change Request
 814_13 Date Change Response
 814_18 Establish/Delete Continuous Service Agreement Request (“CSR”)
 814_19 Establish/Delete CSR Response
 814_28 Completed Unexecutable or Permit Required Request
 814_29 Completed Unexecutable or Permit Required Response
 867_04 Initial Meter Read
 SafetyNet Move In/Move Out
3. Outage transactions:
 T0 Outage Status
 T1 Trouble Reporting
 T2 Trouble Report Acknowledgement
 T3 Status Response
 T4 Trouble Completion Report
4. Payments & Historical Usage transactions:
 820_02 Remittance Advice
 814_26 Historical Usage Request
 814_27 Historical Usage Response
 867_02 Historical Usage [Monthly, interval and unmetered]
5. Change transactions:
 814_20 Electric Service Identifier (“ESI-ID”) Create/Retire and Maintenance
Request,
 814_PC Maintain Customer Information Request
 814_PD Maintain Customer Information Response
6. Service order transactions:
 650_01 Service Order Request
 650_02 Service Order Complete
 650_04 Planned and Unplanned Outage Notification.
b. Solution Sets:
1. Customer operations (“COP”);
2. Billing, usage, and rates (“BUR”);
3. Financial management (“FMG”);
4. Credit and collections (“C&C”);
5. Fieldwork (“FWK”);
6. Device management (“DMGT”);
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7. Smart meter management (“SMM”); and

8. Exception management (“EXMT”).
3. Create and provide You with the “MTM Requirements Document”, which is a Microsoft Word
document that provides detailed requirements for each transaction set (including any agreed-
upon requirements to address applicable Electric Reliability Council of Texas (ERCOT)
market rules), as well as output from the familiarization workshops including configurations,
extensions, and data load decisions made by You.
4. Create and provide You with the “CCS Foundation Design Document”, which is a Microsoft
Word document which records the configuration decisions made related to the CCS Solution
Sets mentioned in section 1.A.2.a.2.b above to align with Texas market entry.
b. Interfaces and integrations

1. Update the Familiarization Workshop Schedule to include the integrations/interfaces stream,
detailing the workshops to be conducted for integration flows (batch and real-time) listed in
Attachment A– Interfaces related to MTM business flows. These workshops will be conducted
in conjunction with their respective functional workshop streams.
2. The decisions made during these workshops will be documented in, the “Interface Functional
Design Specification” which is Microsoft Word document that provides an overview for each
interface including configuration, and data load decisions made by You.
3. Configure the OIC development environment to communicate with market gateway and assist
with the MTM related integration flows. The OIC configuration details will be documented in
the “MTM Integration OIC Setup Document”, which is Microsoft Word document that provides
the details of the configurations made to the OIC environment to connect between CCS
application and MTM market gateway.
c. Reporting and analytics
1. Update the Familiarization Workshop Schedule to include the reporting and analytics stream.
2. Conduct up to two (2) consecutive weeks of reporting workshops for up to ten (10) of Your
participants to capture reporting requirements.
3. Following conclusion of the reporting workshops, create and provide a “Reporting
Requirements Document” which is a Microsoft Word document which includes a listing of
reports with the following details:
a. Report description;
b. Functional area;
c. Frequency; and
d. Priority.
d. Technical
1. Serve as technical liaison between Project team and any Oracle team providing operational
support for Software as a Service (“SaaS”) for Your CCS application pursuant to a separate
order between You and Oracle (“Oracle SaaS operations team”).
2. Perform environment security review with Your information technology (“IT”) team.
3. Provide up to one hundred sixty-eight (168) hours of assistance with the following technical
activities:
a. Environment preparation, which includes:
1. Configuring the upload and download common area for CCS;
2. Granting user access to CCS to Project team members;
3. Identifying users and internet protocol ("IP”)s to whitelist;
4. Creating and configuring object storage areas;
5. Modifying existing user templates and user security group assignments; and
6. Applying any pre-configuration accelerators.
b. Technical assistance to Oracle functional Project team.
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c. Technical troubleshooting and triage assistance to Configuration Migration Assistant

(“CMA”) migration requests.
d. Preparing, monitoring and escalating Project service requests (“SRs”).
3. Refine Phase Services.

Oracle will perform the following Services during the Refine phase of the Project:
a. Functional
1. Perform configuration of CCS based on configuration decisions documented in the CCS
Foundation Design Document.
2. The following areas will be configured:
Solution Set Configuration Item Business Process

Service agreement Type - Process Start, Stop, Transfer
master/sub Service
Site Address Relationship Type Process Start, Stop, Transfer
Service
Service Provider (“SP”) Type & Establish Service/Capture
Customer associated characteristics and Maintain Site Information
Operations Electric Service Identifier (“ESI-ID”) Establish Service/Capture
info and Maintain Site Information
Service Provider Manage Customer and Account
Information
Site Address Type and Site Address Process Start, Stop, Transfer
Relationship Type Service
CIS Division Process Start, Stop, Transfer
Service
Rates Setup and Maintain Rate
Billing, Usage Bill Routing - not to include in Manage Bill Production / Printing
& Rates POSTROUT
Market to CCS rate mapping Setup and Maintain Rate
Financial Payment configuration Process Payments/Process
Management Customer Payments
Severance - remove for electric Manage Debt Collections/Manage
Severance Procedures
Collection - New collection process Manage Debt Collections/Manage
Credit & templates Collection Procedures
Collections Write-off - remove for electric Manage Debt Collections/Manage
Write-Off Procedures
Letter Templates - electric based Manage Debt Collections/Manage
Collection Agency Referral
Activity/Orchestrator effort Manage Field Activities and Service
Order
Additional efforts for Field Activities Manage Field Activities and Service
Fieldwork
completion for notifying MTM of any Order, including Service Order
event notification MTM expects disconnect validation for weather
moratoriums.
Manage device installation and Track when a device is installed in
Device removal and removed from a service
Management location and set the rules and
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Solution Set Configuration Item Business Process

parameters around associating
devices to a service point.
Batch Processes/Parameters N/A

Distribution Codes N/A
Miscellaneous General Ledger Division N/A
Items Security N/A
Letter Templates N/A
Dataconnect (usage data) N/A
3. Perform the following activities to create MTM code extensions based on the approved MTM
Requirements Document:
a. Create technical design documents;
b. Perform coding;
c. Create unit test scripts and execute unit testing;
d. Create an “MTM Code Package” consisting of MTM code extensions as well as unit test
scripts and documented test results;
e. Install MTM code delivery packages;
f. Configure MTM and MTM extensions;
g. Execute PRT for MTM extensions; and
h. Provide You with “MTM PRT Scenarios” document, which is a Microsoft Word document
that contain the test steps, expected and actual results from the PRT for MTM extensions.
4. Perform corrections for issues where CCS configurations performed by Oracle do not conform
to the CCS Foundation Design Document.
5. Perform corrections for issues where MTM extensions and configuration produced by Oracle
do not conform to the MTM Requirements Document.
b. Interfaces/Integrations
1. Provide up to one hundred and sixty-eight (168) hours of assistance with set up and
configuring of OIC test and production environments. The created code (by both offshore and
onsite teams) will be tested in the test environment before migrating the code and
configurations to further environments.
2. Perform the following activities to create interfaces as documented in Attachment A -
Interfaces based on the approved Interface Functional Design Specification:
a. Create technical/integration design documents;
b. Perform coding for the real-time and batch interfaces;
c. Create unit test scripts and execute Unit Testing;
d. Create an “Interface Code Package” consisting of interface code extensions as well as
unit test scripts and documented test results; and
e. Install interface code delivery packages.
1. Install Oracle code delivery packages in a single non-production environment;
2. Execute PRT for all the interfaces produced by Oracle; and
3. Provide You with “Interface PRT Scenarios” document, which is a Microsoft Word
documents that contains the test steps, expected and actual results from the PRT for
the interfaces produced by Oracle.
3. Perform corrections for issues where interfaces in Attachment A - Interfaces produced by
Oracle do not conform to the Interface Functional Design Specification document.
c. Reporting and Analytics
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1. Provide up to one thousand five hundred (1,500) hours to assist you in designing, creating
and unit testing new reports identified in the Reporting Requirements document.
d. Technical
1. Create and implement an exit strategy to finalize electric premises currently billing in the
regulated CIS division.
2. Create and implement an entry strategy to transfer electric premises from the regulated CIS
division to the deregulated CIS division. The entry strategy includes setting customers up
with their selected or chosen retailer.
3. Provide up to three hundred forty-four (344) hours of assistance to You with the following
technical activities:
a. Provision of user access and assistance with fine tuning of user templates and user
security group assignments;
b. Maintenance of object storage areas;
c. Configuration of the batch scheduler and use of the representational state transfer
(“REST”) application programming interface (“API”);
d. Preparation, monitoring and escalation of Project SRs;
e. Assessment of the impact of, and coordination of the scheduling with You for, applying
and regression testing of CCS MTM SaaS updates;
f. Provision of technical assistance and troubleshooting of the application;
g. Fine tuning of user templates and user security group assignments;
h. Fine tuning and execution of batch stream schedule; and
i. Continued technical assistance for:
1. CMA migration requests; and
2. Application issues.
e. Batch Processing
1. Lead the following batch processing activities:
a. Modify jobs/job stream definitions along with various dependencies and alerts;
b. Scheduling: Create calendars to schedule job/job streams;
c. Create the “CCS Batch Schedule Design” document which is a Microsoft document that
documents the design of the CCS batch schedule;
d. Coordinate CCS batch schedule within overall enterprise batch process including CCS
batch;
e. Update Your existing CCS Batch Run Book by documenting changes to Your batch runs
in the “Updated CCS Batch Run Book”;
f. Execute the Updated CCS Batch Run Book and monitor performance; and
g. Execute and monitor CCS batch runs for testing activities.
2. Submit service requests and view logs to perform failure analysis for batches.
3. Troubleshoot and address issues through the SR process.
4. Perform technical information transition of the CCS batch process schedule and scripts in
preparation for Your technical resources to lead the activities starting in the enable phase.
f. Testing
1. Provide a full-time testing co-lead for up to a total of eight (8) months to assist Your testing
lead with the activities outlined in Section 2.D.7 below.
g. Production readiness and cutover
1. Provide up to one hundred sixty-eight (168) hours of assistance for the following activities:
a. Create the production cutover strategy; and
b. Create the production cutover plan.
4. Enable Phase Services.

Oracle will perform the following Services during the Enable phase of the Project:
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a. Functional
1. Perform corrections for issues where CCS configurations performed by Oracle do not conform
to the CCS Foundation Design Document.
2. Perform corrections for issues where MTM extensions and configuration produced by Oracle
do not conform to the MTM Requirements Document.
b. Interfaces/Integrations
1. Perform corrections for issues with interfaces in Attachment A - Interfaces for scenarios where
the interfaces produced by Oracle do not conform to the Interface Functional Design
Specification document.
c. Technical
Provide you with up to seventy (70) hours of technical assistance for the following activities:
1. Providing user access and fine tune user templates and user security group assignments.
2. Maintenance of object storage areas.
3. Configuration of the batch scheduler and use of REST API.
4. Assessment of the impact of, and coordination of scheduling for, applying and performing
regression testing of CCS-MTM application SaaS updates.
5. Preparation, monitoring and escalation of Project SRs.
6. Provision of technical assistance and troubleshooting of the application.
7. Performance of fine tuning and execution of batch stream schedule
8. Provision of technical assistance for:
a. CMA migration requests; and
b. Application issues.
9. Serving as liaison between the Project team and Oracle SaaS team.
10. Preparation and execution of technical cutover activities.
d. Batch Processing
1. Provide you with up to three hundred thirty-six (336) hours of assistance for the following
activities during UAT and regression testing:
a. Execution of the Updated CCS Batch Run Book and monitoring of performance; and
b. Troubleshooting and addressing CCS batch issues.
e. Testing
1. Provide a halftime (up to twenty (20) hours per week) testing co-lead for up to a total of four
(4) months to assist Your testing lead with the activities outlined in Section 2.E.5 below.
2. Provide up to two (2) full-time resources for up to seven (7) months to assist You with Your
testing activities outlined in Section 2.E.5 below.
f. Production readiness and cutover
1. Assist you with the creation of the production assistance plan.
2. Dress Rehearsals
a. Participate in the dress rehearsals;
b. Review and provide input into the dress rehearsal scorecards provided by you; and
c. Manage and address dress rehearsal issues that are a result of configurations, extensions
or interfaces produced by Oracle.
3. Production Readiness Assessments
a. Conduct up to three (3) production readiness assessments prior to go-live to assess Your
go-live readiness;
b. Create “Production Readiness Assessment Report 1”, “Production Readiness
Assessment Report 2,” and “Production Readiness Assessment Report 3”, each of which
will document the findings of the production readiness assessments that are performed by
providing assessment by detailed business and technical areas concerning the readiness
to proceed with go-live;
c. Respond to any suggested Oracle actions outlined in the Production Readiness
Assessment Reports; and
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d. Participate in Your go/no-go meeting(s) in which Oracle provides advice and guidance on
MTM readiness for production cutover, with You providing a final determination to
commence production cutover.
4. Production Cutover
a. Assist you with Your production cutover activities to execute the actions in the production
cutover plan while documenting actual activity durations and any issues encountered; and
b. Address production cutover issues assigned to Oracle.
5. Live-Operate Phase Services.

For purposes of this exhibit, the Live-Operate phase commences on the go-live date and extends for
a period of up to three (3) consecutive calendar months thereafter. Oracle will perform the following
Services during the Live-Operate Phase:
a. Functional
1. Correction of configuration issues that result from configuration performed by Oracle. A
configuration issue is a configuration value that does not match what was entered by Oracle
into the CCS Foundation Design Document; and
2. Performance of corrections for issues where MTM extensions produced by Oracle do not
conform to the MTM Requirements Document.
b. Interfaces
1. Performance of corrections for issues with interfaces in Attachment A – Interfaces produced
by Oracle, for scenarios where interfaces do not conform to the Interface Functional Design
Specification.
c. Oracle will provide three (3) full-time resources in month one (1) of the Live-Operate phase and
two (2) full time resources in month two (2) of the Live-Operate phase to assist You with the
following activities:
1. Triage and analysis of issues identified in the production environment;
2. Provide guidance and instruction to Your production support staff;
3. Serve as a liaison between You, the Project team and the Oracle SaaS operations team;
4. Submission of SRs and view logs to perform failure analysis; and
5. Execution of the Updated CCS Batch Run Book and monitor batch performance.
Figure 1 – Oracle Assist Hours:
Bucket Hours* Purpose Estimated Description

Number Completion Date in
Calendar Year
Quarter**
1 168 Technical assistance 2022 - Quarter 1 As described in sections
(Focus Phase) 1.A.2.d.3
2 168 OIC setup and 2022 – Quarter 1 As described in section
configuration 1.A.3.b.1
3 1,500 Code and unit test 2022 – Quarter 3 As described in section
reports 1.A.3.c.1
4 344 Technical assistance 2022 – Quarter 3 As described in section
(Refine Phase) 1.A.3.d.3
5 168 Cutover strategy and 2023 – Quarter 1 As described in section
planning 1.A.3.g.1
6 70 Technical assistance 2023 – Quarter 1 As described in section
(Enable Phase) 1.A.4.c
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Bucket Hours* Purpose Estimated Description

Number Completion Date in
Calendar Year
Quarter**
7 336 Execution of batch 2023 – Quarter 2 As described in section
runbook 1.A.4.d.1
Total: 2,754
*Hours can be moved from one bucket to another upon written agreement between Oracle’s Project
manager and the Lubbock Power & Light Director of Electric Utilities, or their designee, to move hours
between the buckets listed above.
**The estimated completion dates are for planning purposes only and may change during the
performance of the Services.
B. Deliverables. Services performed by Oracle under this exhibit shall be for the purpose of providing the
following deliverables:
Deliverable Name Estimated Description

Completion Date in
Calendar Year
Quarter*
Initial Project Management Plan 2022 – Quarter 1 Deliver to You the document as
described in Section 1.A.1.a.5
Initial Integrated Project Plan 2022 – Quarter 1 Deliver to You the document as
Initial Oracle Staff Plan 2022 – Quarter 1 Deliver to You the document as
Familiarization Workshop Schedule 2022 – Quarter 1 Deliver to You the document as
MTM Requirements Document 2022 – Quarter 2 Deliver to You the document as
CCS Foundation Design Document 2022 – Quarter 2 Deliver to You the document as
Interface Functional Design Specification 2022 – Quarter 2 Deliver to You the document as
described in Section 1.A.2.b.2
MTM Integration OIC Setup Document 2022 – Quarter 2 Deliver to You the document as
described in Section 1.A.2.b.3
Reporting Requirements Document 2022 – Quarter 3 Deliver to You the document as
described in Section 1.A.2.c.3
MTM Code Package 2022 – Quarter 3 Deliver to You the code package
as described in Section
1.A.3.a.3.d
MTM PRT Scenarios 2022 – Quarter 3 Deliver to You the document as
described in Section 1.A.3.a.3.h
Interface Code Package 2022 – Quarter 3 Deliver to You the code package
as described in Section
1.A.3.b.2.d
Interface PRT Scenarios 2022 – Quarter 3 Deliver to You the document as
described in Section 1.A.3.b.2.e.3
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Deliverable Name Estimated Description

Completion Date in
Calendar Year
Quarter*
CCS Batch Schedule Design 2022 – Quarter 4 Deliver to You the document as
described in Section 1.A.3.e.1.c
Updated CCS Batch Run Book 2022 – Quarter 4 Deliver to You the document as
described in Section 1.A.3.e.1.e
Production Readiness Assessment 2023 – Quarter 1 Deliver to You the document as
Report 1 described in Section 1.A.4.f.3.b
Project Closure Report 2023 – Quarter 2 Deliver to You the document as
* The estimated completion dates are for planning purposes only and may change during the
performance of Services.
2. Your Obligations and Project Assumptions.

You acknowledge that Your timely provision of and access to office accommodations, facilities, and equipment
(if applicable), and assistance, cooperation, complete and accurate information and data from Your officers,
agents, and employees (collectively, “cooperation”) are essential to the performance of any Services as set forth
in this exhibit. Oracle will not be responsible for any deficiency in performing Services if such deficiency results
from Your failure to provide full cooperation. You acknowledge that if Oracle’s cost of providing Services is
increased because of Your failure to meet the obligations listed in this exhibit, or Your failure to provide
cooperation, then You agree to pay Oracle for such increased costs. Such increased costs may include time
during which Oracle resources are under utilized because of delays..
You acknowledge that Oracle’s ability to perform the Services depends upon Your fulfillment of the following
obligations and the following project assumptions:
A. Your General Obligations.

1. If the Services are provided in an Oracle hosted cloud environment, obtain Cloud Services under
separate contract prior to the commencement of Services under this exhibit and maintain such Cloud
Services for the duration of the Services provided under this exhibit.
2. Provide Oracle with full access to the relevant documentation and the functional, technical, and
business resources with adequate skills and knowledge to support the performance of Services.
3. Provide, for all Oracle resources performing Services at your site, a safe workspace, which shall be
a workspace in like manner to that provided to Your employees.
4. Provide any notices, and obtain any consents, required for Oracle to perform Services.
5. Limit Oracle’s access to any production environments or shared development environments to the
extent necessary for Oracle to perform Services.
6. If required by U.S. Department of Labor regulations (20 CFR 655.734), You will allow Oracle to post
a Notice regarding Oracle H-1B employee(s) at the work site prior to the employee’s arrival on site.
7. If while performing Services Oracle requires access to other vendor’s products that are part of Your
system, You will be responsible for acquiring all such product and the appropriate license rights
necessary for Oracle to access such products on Your behalf.
8. Perform installation and maintenance of hardware, operating system, database, middleware,
software and network needed for the Your applications that integrate with the CCS.
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9. Provide access to the CCS cloud environments to all the Oracle project team members to perform
the implementation tasks.
10. Not provide Oracle with access to any personal data.
11. Provide network assistance, opening required network ports, for integrating between OIC to Your on-
premise applications and any third-party applications.
12. Participate in Oracle internal quality management processes, including being available to attend
periodic meetings with Oracle to discuss the progress, issues, and risks of the Project.
13. Provide a project manager who will be responsible for coordinating the project management activities
under this exhibit.
14. Be responsible for changes to any of Your third-party applications interfacing to CCS.
15. Provide a testing lead responsible to lead all testing activities.
16. Provide an Organizational Change Management (“OCM”) lead experienced in leading OCM activities
including planning, creating and executing all change initiatives and activities. The OCM lead will
manage all OCM activities in accordance with the definition of Services.
17. Provide a training lead who is responsible for creation and execution of the overall end-user training
strategy and end-user training plan including the creation and delivery of end-user training material.
18. Provide a cutover lead who will work with Oracle to create and execute the cutover strategy and plan,
as well as lead and manage the go-live cutover.
19. Provide networking services as required.
20. Address any network issues while integrating between various applications.
21. Assign core technical team staff for the duration of the Project.
22. Provide network access, printing capabilities, and remote Virtual Private Network (“VPN”) access
capabilities.
23. Be responsible for Your configuration migration activities.
B. Your Project Management Office and Project Management Obligations.

1. Meet in person with the Oracle project manager to walk through the executed ordering document and
exhibits to review scope, assumptions and responsibilities for the Project.
2. Assist with maintaining and managing the PMP.
3. Establish project infrastructure tools including:
a. Providing a project document repository which is a network folder or file sharing tool in which all
Project related files will be stored and made accessible for Your and Oracle’ project team
members.
b. Providing an issue tracking tool, Microsoft Azure user portal, which includes a database for
tracking Project-related issues, risks, key decisions and deliverables.
c. Establishing work stream and Project status reporting templates.
4. Onboard Your project resources.
5. Prepare project kickoff meeting materials, which consist of a meeting agenda and any handouts or
slides to be used during Your project kickoff meeting.
6. Create, manage and maintain Your staff plan which lists the vacations, holidays and available work
dates for Your employees assigned to the Project. Your staff plan is distinct from the Oracle Staff
Plan referenced in section 1.A.1.a.10 above.
7. Assist in the maintenance of the IPP by providing actual start and end dates, and percent complete
on Your tasks.
8. Manage the activities, deliverables and milestones for which You have responsibility in accordance
with this exhibit.
9. Monitor and direct assignment of Your resources for Your tasks.
10. Identify, manage and, as appropriate, escalate project issues and risks to the Oracle project manager
and, as needed, to the Oracle executive sponsor.
11. Communicate weekly status updates for Your tasks in the IPP during all implementation phases of
the Project.
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12. Coordinate and attend weekly project status meetings with the Oracle project manager.
13. Prepare for and lead the following meetings:
a. ESC meetings that will occur, at a minimum, on a monthly basis; and
b. Change request meetings that will occur, at a minimum, on a monthly basis.
14. Provide input to the Oracle project manager on the status of Your assigned tasks, issues, risks, action
items and key decisions for the weekly status reports compiled by Oracle.
15. Assist with communication and adherence to the scope, objectives, and approach to the Project.
16. Ensure that Your participants attend the Project kick start activities described in section 1.A.1.a.2
above.
17. Lead the Project kickoff meeting.
C. Your Focus Phase Obligations.

1. Functional
a. Familiarization Workshops
1. Review and comment on Oracle’s Familiarization Workshop Schedule.
2. Schedule facilities and identify up to twenty (20) of Your resources to participate in the
familiarization workshops led by Oracle.
3. Review workshop materials and existing business processes related to upcoming familiarization
workshops.
4. Participate in the familiarization workshops led by Oracle.
5. Review and provide input into the configuration decisions documented in the CCS Foundation
Design Document.
6. Address action items assigned to You.
7. Review and provide feedback on the MTM Requirements Document created by Oracle.
2. Interfaces and Integrations
a. Participate in the integrations/interfaces workshop discussions which are conducted as part of the
familiarization workshops.
b. Review and provide feedback on Interface Functional Design Specifications provided by Oracle.
3. Reporting and Analytics
a. Schedule facilities and identify up to ten (10) of Your resources to participate in the reporting
workshops led by Oracle.
b. Review and provide feedback on the Reporting Requirements Documents provided by Oracle.
c. Prioritize reports identified during the reporting workshops led by Oracle which need to be designed
and created during the refine phase of the project.
4. Technical
a. Lead the following environment preparation activities:
1. Configuring the download and upload common area;
2. Granting user access to CCS to Project team members;
3. Identifying users and Internet Protocol addresses (“IPs”) to allowed list;
4. Configuring and maintaining object storage areas;
5. Modifying existing user templates and user security group assignments; and
6. Applying any pre-configuration accelerators.
b. Maintain control of identity management for Your end-users for authority and access to CCS; this
includes the definition of end-user CCS roles.
D. Your Refine Phase Obligations.

1. Training
a. Create end-user training strategy for the project.
b. Perform end-user training needs assessment for Your organization.
b. Create Your end-user training plan.
c. Provide end-user training to Your resources.
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d. Prepare end-user training materials and delivery methodologies, end-user tools and end-user
templates.
2. Functional
a. Assist Oracle with configuring CCS with Your specific values documented in the CCS Foundation
Design Document.
3. Interfaces/Integrations
a. Set up and configure the OIC test and production environments.
b. Review and provide feedback on the Interface Functional Design Specification document provided
by Oracle.
c. Review and provide feedback on the Interface PRT Scenarios provided by Oracle.
d. Perform any code or configuration changes on Your applications which will interface with CCS as
outlined in Attachment A – Interfaces.
e. Provide integration end points for Your internal applications and third party applications.
f. Provide functional and technical leads for Your applications, to assist in understanding and setting
up connections for integration between the Oracle middleware platform and Your applications and
Your third party applications.
g. Perform configuration and required data setup in Your applications to which CCS will be integrated
and integration testing will be performed during different phases of the Project including PRT and
SIT.
h. Perform corrections or configuration changes to Your applications as needed for any issues related
to Your applications.
4. Reporting and analytics
a. Create report design documents.
b. Create and unit test new reports.
c. Perform corrections for any report issues identified during testing.
5. Technical
a. Lead the following technical activities:
1. Provide user access and fine tuning of user templates and user security group assignments.
3. Configuration of the batch scheduler and use of the REST API.
4. Assessment of the impact of, and coordination of scheduling for, applying and performing
regression testing of CCS-MTM application SaaS updates.
6. Provide technical assistance and troubleshooting of the application.
7. Performance of fine tuning and execution of batch stream schedule.
8. Perform technical activities for:
a. CMA migration requests; and
b. Application issues.
6. Lead technical troubleshooting and management of all CCS non-production environments.
7. Lead the preparation and execution of technical cutover activities.
6. Batch processing:
a. Provide Your existing CCS Batch Run Book to Oracle.
b. Participate in technical information transition of the CCS batch process schedule and scripts in
preparation for Your technical resources to lead the Project activities starting in the enable phase.
c. Assist Oracle with the following batch processing activities:
1. Modify jobs/job stream definitions along with various dependencies and alerts.
2. Scheduling: Create calendars to schedule job/job streams.
3. Create the CCS Batch Schedule Design document.
4. Coordinate CCS batch schedule within overall enterprise batch process including CC&B
batch.
5. Create updates to the “CCS Batch Run Book.”
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6. Execute the CCS Batch Run Book and monitor performance.

7. Execute and monitor CCS batch runs to support testing activities.
7. Testing
a. Create the testing strategy document that outlines the approach, objectives, activities, roles and
responsibilities for the Project.
b. System Testing
1. Manage the preparation and execution of all System Testing activities.
2. Create a system test plan that outlines the functional and technical areas to be validated, the
schedule of validation script execution and the approach, objectives, activities, roles and
responsibilities, environments, and entry/exit criteria for system testing.
3. Provide weekly testing status reports consisting of the number of scripts executed, the number
of scripts remaining to be executed, and the number of test scripts not executed and/or not
completed due to an identified issue. The report should also reflect actual to date progress
and a forecast to completion.
4. Lead issue review meetings.
5. Prioritize issue resolution.
6. Assign and coordinate communication of issues to the appropriate owners and provide weekly
defect reports.
7. Lead Your testing resources for the following activities:
a. Create test scenarios which describe the condition to be tested;
b. Create test scripts, which describe a set of input values, execution pre-conditions and
expected results;
c. Execute testing scripts; and
d. Perform initial troubleshooting of issues encountered during testing.
c. System Integration Testing (“SIT”)
1. Manage the preparation and execution of all SIT activities.
2. Create a SIT plan that outlines the functional and technical areas to be validated, the schedule
of validation script execution and the approach, objectives, activities, roles and
responsibilities, environments, and entry/exit criteria for SIT.
defect reports.
d. Market testing
1. Manage the preparation and execution of all market test activities.
2. Create a market test plan that outlines the functional and technical areas to be validated, the
schedule of validation script execution and the approach, objectives, activities, roles and
responsibilities, environments, and entry/exit criteria for market test.
3. Coordinate testing activities with external parties.
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defect reports.
e. Manage and perform the following activities for UAT, market test, performance, and ORT:
1. Create test plans that outline the functional and technical areas to be validated; the schedule
of validation script execution; and the approach, objectives, activities, roles and
responsibilities, environments, and entry/exit criteria for each testing phase;
2. Create test scenarios which describe the condition to be tested; and
3. Create test scripts, which describe a set of input values, execution pre-conditions, and
expected results.
f. Production readiness and cutover:
1. Create the production cutover strategy, which describes the approach for Your retail market
entry into ERCOT.
2. Create the production cutover plan, which contains details of all cutover activities including
resource names, durations and dependencies on other activities.
E. Your Enable Phase Obligations.

1. Training
a. Create end user training schedule and coordinate shifts accordingly.
b. Deliver end user training.
2. Interfaces/Integrations
a. Perform configuration and required data setup in Your applications to which Oracle applications
will be integrated.
b. Perform corrections or configuration changes to Your applications as needed in case of any
issues related to Your applications.
3. Technical
a. Lead the following technical activities for the Project:
1. Provide user access and assist with the fine tuning of user templates and user security group
assignments.
3. Configuration of the batch scheduler and use of the REST API.
4. Assess the impact of, and coordination of scheduling for, applying and performing regression
testing CCS-MTM application SaaS updates.
6. Provision of technical assistance and troubleshooting of the application.
7. Perform fine tuning and execution of batch stream schedule.
8. Perform technical assistance for:
9. CMA migration requests; and
10. Application issues.
12. Leading technical troubleshooting and management of all CCS non-production
environments.
13. Preparation and execution of technical cutover activities.
4. Batch processing
a. Lead the following batch processing activities:
1. Modify jobs/job stream definitions along with various dependencies and alerts.
2. Scheduling: Modify calendars to schedule job/job streams as per business requirement.
3. Provide updates to the CCS Batch Schedule Design document.
4. Coordinate CCS batch schedule within overall enterprise batch process including CC&B
batch.
5. Update the “CCS Batch Run Book”.
6. Execute the CCS Batch Run Book and monitor performance.
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7. Execute and monitor CCS batch runs to support testing activities.

5. Testing
a. Manage and perform the following activities for UAT, market test, performance, and ORT:
1. Coordinate testing activities with external parties.
2. Execute testing scripts;
3. Perform initial troubleshooting of issues encountered during testing and assign to the
appropriate owner for resolution;
and a forecast to completion; and
5. Re-test issue resolutions provided by Oracle related to configurations, extensions and
interfaces.
b. Set up the data in Your internal and third-party applications for testing.
c. Provide technical and functional assistance to testers for Your internal and third-party
applications.
6. Production readiness and cutover.
a. Create a production support plan, which consists of the following:
1. Control center logistics and management.
2. Floorwalker plans
3. Issue triage and dispatch procedures.
4. Issue remediation procedures.
5. Issue remediation deployment procedures.
6. Communication and reporting procedures.
7. Dress rehearsals
8. Prepare for and execute up to two (2) dress rehearsals to demonstrate the actions in the
production cutover management plan while capturing actual activity durations and any issues
encountered.
9. Create a dress rehearsal scorecards documents for each of the dress rehearsals. The dress
rehearsal scorecards document that outlines a summary of dress rehearsal activities including
overall timings and issues along with owner assignments.
10. Manage and address dress rehearsal issues assigned to You.
11. Update the production cutover plan based on learnings from the dress rehearsals.
b. Production readiness assessments
1. Provide production readiness criteria for the Project.
2. Participate in the production readiness assessments led by Oracle.
3. Review and provide feedback on the production readiness assessment reports provided by
Oracle.
4. Respond to suggested actions assigned to You as outlined in the readiness assessment
reports.
c. Lead a go/no-go meeting(s) in which Oracle provides advice and guidance on MTM readiness for
production cutover, with You making the final determination that You are ready to commence
production cutover. Production Cutover
1. Prepare for and manage production cutover activities to execute the actions in the production
cutover plan while documenting actual activity durations and any issues encountered.
2. Create a production cutover scorecard, which includes the results of the performance of the
cutover activities.
3. Manage and address production cutover issues assigned to You.
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F. Your Live-Operate Phase Obligations.

1. Execute production operations plan for Your operations.
2. Triage issues and assign to the appropriate teams for resolution.
3. Identify and communicate to Oracle, issues with configurations, extensions and interfaces created by
Oracle.
4. Perform corrections of the configurations, extensions, interfaces, and reports created by You.
5. Stabilization – lead the following activities:
a. Manage the issue logging process including help desk and internal/external communications.
b. Provide stabilization status reporting.
c. Technical and batch
1. Lead technical troubleshooting and management of all CCS production and non-production
environments.
3. Submit SRs and view logs to perform failure analysis.
4. Lead the execution of the Updated CCS Batch Run Book and monitor batch performance.
G. Project Assumptions.
1. Owing to the uncertainties of the evolving Covid-19 situation, the provision of any on-site Services
under this order is subject to the delivery resources being permitted and able to perform such Services
taking into consideration applicable laws and regulations, including those pertaining to health, safety
and mobility (whether in the country of service provision and/or the country of location of the delivery
resources). If the provision of any on-site Services is negatively impacted due to circumstances
related to or arising from the Covid-19 situation, Oracle and You agree to cooperate in good faith to
review such impact and, if necessary, amend any resource plans, work plans, service specifications,
time schedules and the like in accordance with the change control process of this order, including
possibly putting in place an infrastructure (e.g. VPN) to enable a remote delivery of services.
2. Project is estimated to start in March 2022, with an estimated system deployment date of August
2023 and an estimated market go-live date of November 2023, with three months post go-live
assistance. .
3. You will go live with the generally available GA release of CCS at the end of UAT, unless otherwise
mutually agreed to by You and Oracle.
4. Up to three (3) environments including development, test and production will be set up for the Project.
5. Application configuration data will be migrated between environments using the CMA tool that is
included with the Oracle Utilities Applications Framework.
6. Onsite work will be performed at Your offices located in Lubbock, Texas or remotely as mutually
agreed.
7. The Oracle onsite team and Your onsite team will be co-located in close proximity at Your location.
8. Oracle’s onsite resources will use their Oracle issued laptop computers for the duration of the Project.
9. Oracle resources deemed as “onsite” resources will generally perform services for four (4) business
days onsite (e.g., Monday through Thursday or Tuesday through Friday) and one (1) business day
offsite per week. Particular Project tasks may require certain resources to remain onsite during the
entirety of the task.
10. The IPP will be created using Microsoft Project version 2013 or later.
11. Oracle offshore work will be performed in the Philippines, New Zealand, and India.
12. Project documents will be housed electronically in directories on Your local area network (“LAN”) with
accessibility by Your Project resources, the Oracle Project resources, and others, as appropriate.
13. Issues associated with configurations, extensions, and interfaces will be documented in the issue
management tool.
14. System Testing will not exceed twelve (12) consecutive weeks.
15. SIT will commence directly after System Test and not exceed three (3) consecutive months.
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16. Non-production environments are defined as any project environment, which is not processing live
data and not running any operations for Your end customers.
17. Production environments are defined as any project environment which is processing live data.
Production environments are assumed to be fully integrated with all Your relevant applications.
18. Separation of data between Your electric and other services will be managed by CIS Division rather
than housing data in separate instances of CCS.
19. All electric customers will participate in retail competition and You will not be the provider of last resort.
20. You and Oracle will define and agree on Your market entry strategy during the Focus phase.
21. For the avoidance of doubt, any change to the project assumptions identified above will be subject to
the change control process in Section B.3 of the ordering document.
3. Acceptance of Deliverables.
Upon completion of any deliverable set forth in Section 1.B of this exhibit, Oracle shall provide a copy thereof
to You. At such time, if You request, Oracle will demonstrate to You that the deliverable conforms to the
description specified for such deliverable in Section 1.B of this exhibit. You will be responsible for any
additional review and testing of such deliverable in accordance with any mutually agreed test scripts as may
be included in Oracle’s project management plan. If the deliverable does not conform with the description
for such deliverable specified in Section 1.B of this exhibit and/or any such test scripts, You shall have ten
(10) business days after Oracle’s submission of the deliverable (“acceptance period”) to give Oracle written
notice which shall specify the deficiencies in detail. Oracle shall use reasonable efforts to promptly cure any
such deficiencies. After completing such cure, Oracle shall resubmit the deliverable for Your review and
testing as set forth above. Upon accepting any deliverable submitted by Oracle, You shall provide Oracle
with written acceptance of such deliverable. If you fail to provide written notice of any deficiencies within the
acceptance period, as provided above, such deliverable shall be deemed accepted at the end of the
acceptance period.
4. Fees, Expenses, and Taxes.

A. Fees and Expenses.
You agree to pay Oracle the fee specified below for the Services and deliverables described in this exhibit.
This fee does not include expenses or taxes. Once a deliverable is accepted, or deemed accepted, in
accordance with Section 3 (Acceptance of Deliverables), the corresponding fee for such deliverable
specified below becomes due and payable and Oracle shall thereafter invoice, and You shall pay, such
deliverable fee; this payment obligation shall become non-cancelable, and the sum paid non-refundable
(except as otherwise provided by the agreement, the Ordering Document, or this exhibit), on such
acceptance date.
Number Deliverable Deliverable Fee

1 Initial Project Management Plan $442,000.00
2 Initial Integrated Project Plan $442,000.00
3 Initial Oracle Staff Plan $442,000.00
4 Familiarization Workshop Schedule $442,000.00
5 MTM Requirements Document $442,000.00
6 CCS Foundation Design Document $442,000.00
7 Interface Functional Design Specification $442,000.00
8 MTM integration OIC setup document $442,000.00
9 Reporting Requirements Document $442,000.00
10 MTM Code Package $442,000.00
11 MTM PRT Scenarios $442,000.00
12 Interface Code Package $442,000.00
13 Interface PRT Scenarios $442,000.00
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Number Deliverable Deliverable Fee

14 CCS Batch Schedule Design $442,000.00
15 Updated CCS Batch Run Book $442,000.00
16 Production Readiness Assessment Report 1 $442,000.00
19 Project Closure Report $419,000.00
TOTAL FIXED FEE $8,375,000.00
Expenses related to the providing of the Services and deliverables are specified in Your order. Such
expenses will be invoiced monthly as they are incurred. All anticipated travel expenses must be pre-
approved by You in writing. You reserve the right not to pay travel expenses which are not pre-approved
in writing by You. Airfare (which shall be restricted to U.S. domestic, New Zealand, and other locations
as agreed to in writing by You), ground transportation, and lodging are reimbursable expenses.
Notwithstanding the foregoing, for each resource performing services at your site, Oracle may invoice
you for meals and incidentals in the amount of $59.00 per day (“Per Diem”) for each full day in your work
location and $44.25 Per Diem for each travel day to or from your work location. Such Per Diem is
applicable to resources performing services at your site only. Once expenses reach the expense estimate
specified herein, Oracle will use reasonable efforts to obtain Your prior written approval before invoicing
any additional expense; however, Oracle’s failure to obtain such approval shall not abrogate Your
responsibility to reimburse Oracle for reasonable expenses (subject to the reservation of Your right not
to pay travel expenses which are not pre-approved by You pursuant to this Section).All air travel shall be
coach accommodations.
5. Project Management.
You and Oracle each agree to designate a project manager who shall be responsible for coordinating its
activities under this exhibit. You and Oracle each shall direct all inquiries concerning the Services to the
other party’s project manager. The Lubbock Power & Light Director of Electric Utilities, or their designee,
shall have the authority to approve Services on Your behalf. You shall provide notice to Oracle’s project
manager at the commencement of the project of the name of the Director or the designee who will exercise
such authority on the Director’s behalf, and shall promptly notify Oracle of any change in the identity of the
individual authorized to exercise such authority. Oracle’s project manager shall have the sole right to exercise
direct control and supervision over the work assignments of Oracle resources.
6. Termination. You may terminate this exhibit without cause by providing Oracle with twenty (20) business
days prior written notice. The effective date of termination under this section shall be the end of the twentieth
(20th) business day after Oracle receives written notice of termination from You. You shall pay fees and
expenses (including those expenses for which Oracle has already become obligated in connection with
contemplated Services) and taxes through the termination effective date. The fee for a completed deliverable
shall be the fee stated in this exhibit for such deliverable. The fees for an incomplete deliverable shall be
calculated and invoiced on a time and materials basis in accordance with Appendix C, Pricing Index of DIR
Contract No. DIR-TSO-4158, when the Services are performed, but shall not exceed the fee stated in this
exhibit for such deliverable. You and Oracle each will use reasonable efforts to mitigate fees and expenses
in the event of such termination.
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ATTACHMENT A – INTERFACES
Interface No Source Target Description Direction New

Application Application
To provide additional
information from Service
Order Management
Oracle Field
(“SOM”) to the field,
Service Cloud
1 CCS business object and One-way N
(“OFSC”) – Field
scripting enhancements
Activities
will be made; this will
include passing the ESI-
ID.
To provide additional
information from the field
to SOM, business object
2 OFSC CCS One-way N
and scripting
enhancements will be
made.
To disable for electric
customers, update the
plug-in script for the
Online Bill Display to
check if the Bill ID is
Online Bill
3 CCS linked to an electric billing One-way N
Display
segment (bseg); if so,
return a message
indicating bills are not
available for electric
accounts.
To disable for electric
customers, update the
plug-in script for the
Online Letter Display to
check if the Customer
Online Letter Contact ID is linked to a
4 CCS One-way N
Display person/premise for
electric service; if so,
return a message
indicating letters are not
available for electric
accounts.
Advance Control A new outage interface
System (“ACS”) will be required for
Outage planned outages so that
5 CCS One-way Y
Management MTM can send that data
(Customer to Retailers; the Express
Information) Planned Outage interface
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will be used, allowing for
additional formatting/data.
City
Environmental Update the existing CM-
System Research GISDWN-P plug-in script
6 CCS Institute (“ESRI”) to retrieve the ESI-ID as One-way N
Geographic well as the SP ID for the
Information electric service point.
System (“GIS”)
New Business Object to
define the ESI-ID details,
along with new script to
7 CCS Energov One-way N
be used in the
CMInspSPSs script when
an electric SP is created.
To prevent Electric
accounts from being
passed: the Credit Check
Button is disabled when
the Person is a business;
8 CCS Online Utilities Two-way N
update script to check if
person is linked to an
account for electric
service; if so, disable the
button.
To provide the ability to
identify an account by
ESI-ID: it is assumed that
Screen Pop –
a Business Process
Customer Calls
Assistant (“BPA”) script is
into Interactive
9 CCS already in place and can One-way N
Voice Response
be used as-is. Create
(“IVR”)
new (or update existing)
application
service script to identify
account using input ESI-
ID.
To prevent electric
account serviced by a
10 CCS Kubra One-way N
retailer from being
passed to Kubra.
Provide additional
information to SOM from
the field, business object
11 CCS ACS Field Work One-way N
and scripting
enhancements will be
made. It is assumed that
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some of the work for
OFSC above can be
reused.
It is assumed that
Dataconnect will be used
to extract usage data
Usage Data for
12 CCS from CCS and a file One-way Y
ERCOT
placed into Object
Storage. Data will be
aggregated by ESI-ID.
Billing Transactions
13 CCS – MTM Gateway 867_03 Monthly Usage One-way Y
867_03 – Interval Monthly Y
14 CCS – MTM Gateway One-way
Usage
867_03 Unmetered Y
Usage
16 CCS – MTM Gateway 810_02 TDSP Invoice One-way Y
824 – Application Advice Y
17 Gateway CCS – MTM Rejection transaction for One-way
867_03 & 810_02
Customer Registration Transactions
814_03 Move In/Switch Y
18 Gateway CCS – MTM One-way
Request
814_04 Move In/Switch Y
Response
814_24 Move Out Y
Request
814_25 Move Out Y
Response
22 Gateway CCS – MTM 814_08 Cancel Request One-way Y
23 CCS – MTM Gateway 814_09 Cancel Response One-way Y
814_12 Date Change Y
Request
814_13 Date Change Y
Response
814_18 Establish/Delete Y
Continuous Service
Agreement (CSA)
Request
814_19 Establish/Delete Y
CSA Response
814_28 Completed Y
28 CCS – MTM Gateway Unexecutable or Permit One-way
Required Request
814_29 Completed Y
29 Gateway CCS – MTM Unexecutable or Permit One-way
Required Response
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30 CCS – MTM Gateway 867_04 Initial Meter Read One-way Y
Outage Transactions
T0 Outage Status Y
Request
T1 Trouble Reporting Y
Request
T2 Trouble Report Y
Response
Gateway T3 Outage Status Y
34 CCS – MTM One-way
Response
Gateway T4 Trouble Completion Y
35 CCS – MTM One-way
Report
Payments & Historical Usage Transactions
820_02 Remittance Y
Advice
814_26 Historical Usage Y
Request
814_27 Historical Usage Y
(“HU”) Response
867_02 Monthly Historical Y
Usage
867_02 Interval Historical Y
Usage
867_02 Unmetered Y
Historical Usage
Change Transactions
814_20 Electric Service Y
Identifier (“EDI-ID)
Create/Retire and
Maintenance Request
814_21 Electric Service Y
Identifier (“EDI-ID)
Create/Retire and
Maintenance Response
814_PC Maintain Y
44 Gateway CCS – MTM Customer Information One-way
Request
814_PD – Maintain Y
45 CCS – MTM Gateway Customer Information One-way
Response
Service Order Transactions
650_01 Service Order Y
Request
650_02 Service Order Y
Response
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650_04 Planned or Y
48 CCS – MTM Gateway Unplanned Outage One-way
Notification
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ATTACHMENT B – DEFINITIONS
The terms defined below will apply to the Services described within this exhibit:
Term Definition / Acronym

“Configure” and The setup of the applications by entering specific values, which drive business
“Configuration” processes using the standard functionality provided within CCS without
extension.
“MTM” Market Transaction Management is a module of CCS that manages the receipt
and creation of market transactions.
Operational Readiness The process in which non-functional tests are run utilizing converted data to
Testing (“ORT”) validate Your operational staff’s ability to efficiently and accurately operate CCS.
Pre-Release Testing The process in which an isolated configuration, extension, non-standard interface,
(“PRT”) or report component in Your environment is validated prior to delivery to You.
“OIC” Oracle Integration Cloud
“Solution Set” A grouping of business processes and CCS capabilities grouped by functional
area. The term “solution” is not intended to, and does not, express or imply that
Oracle can or will contractually or otherwise agree to “solve” any issues or
problems.
“standard functionality” Base features and usability of CCS without extension, enhancement or
modification.
System Integration The process in which testers validate how the CCS maintains data integrity and
Testing (“SIT”) operates in coordination with other applications in the same environment utilizing
converted data. The validation process reviews how all subcomponents are
integrated as compared with the expected results.
System Testing The process in which testers validate how code modules work and how CCS as a
whole (excluding interfaces to other applications) performs in the testing
environment utilizing contrived data.
Unit Testing The process in which developers validate an isolated extension, interface,
integration or report component.
User Acceptance The process in which CCS, including MTM, is validated in coordination with other
Testing (“UAT”) applications in the same environment by the intended audience to review how an
application addresses identified requirements and the business utilizing converted
data.
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ATTACHMENT C
DIR-TSO-4158; Oracle Contract No. US-GMA 1889764, as amended
ATTACHMENT D
Oracle Consulting and Advanced Customer Services Security Practices
ATTACHMENT E
Oracle Corporate Security Practices
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ATTACHMENT C DIR Contract No. DIR-TSO-4158
Vendor Contract No. _US-GMA-1889764
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
ORACLE AMERICA, INC.
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter “DIR”) with its principal
place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Oracle America,
Inc. (hereinafter “Vendor”), with its principal place of business at 500 Oracle Parkway, Redwood
Shores, California 94065.
B. Compliance with Procurement Laws

This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State Business Daily,
Request for Offer (RFO) DIR-TSO-TMP-415, on 11/30/2017, for Oracle Branded Manufacturer
Hardware, Software, Cloud and Related Products and Services. Upon execution of this Contract,
a notice of award for RFO DIR-TSO-TMP-415 shall be posted by DIR on the Electronic State
Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows: this
Contract; Appendix A, Standard Terms and Conditions For Products and Related Services
Contracts; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting Plan;
Appendix C, Pricing Index; Appendix D, License Agreement; Appendix E-1, Sample Ordering
Document Hardware and Software Products and First-Year Technical Support; Appendix E-2,
Sample Ordering Document Technical Services; Appendix E-3, Sample Ordering Document
Advanced Customer Support Services; Appendix E-4, Sample Ordering Document Oracle Linux and
Oracle VM Support Services; Appendix E-5, Sample Ordering Document Renewal of Technical
Support; Appendix E-6, Sample Ordering Document Oracle University Learning Credits; Appendix
E-7, Sample Ordering Document Managed Cloud Services; Appendix E-8, Sample Ordering
Document Cloud Services and Technical Cloud Services; Appendix E-9, Sample Ordering Document
Technical Cloud Services Appendix E-10, Oracle University Oracle Learning Subscription; Appendix
F, Delivery, Installation, Commencement Date and Acceptance; Appendix G, Public Sector General
Terms; Appendix H, Public Sector Schedule P—Program; Appendix I, Public Sector Schedule S –
Services; Appendix J, Public Sector Schedule LVM—Linux and Oracle VM Service Offerings;
Appendix K, Public Sector Schedule H—Hardware Agreement; Appendix L, Schedule M—Oracle
Managed Cloud Services; Appendix M, Schedule C—Cloud Services-Public Sector; Appendix N,
Data Processing Agreement for Oracle Cloud Services; Appendix O, Oracle Services Privacy Policy;
and Appendix P, Sample Statement of Work; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP-
415, including all addenda; and Exhibit 2, DIR-TSO-TMP-415, including all addenda; are
Department of Information Resources Page 1 of 42 (DIR rev 03/2018)

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DIR Contract No. DIR-TSO-4158
incorporated by reference and constitute the entire agreement between DIR and Vendor
governing purchase transactions. In the event of a conflict between the documents listed in this
paragraph related to purchases, the controlling document shall be this Contract, then Appendix
A, then Appendix B, then Appendix C, then Appendix D, then Appendix E-1, then Appendix E-2,
then Appendix E-3, then Appendix E-4, then Appendix E-5, then Appendix E-6, then Appendix E-
7, then Appendix E-8, then Appendix E-9, then Appendix E-10, then Appendix F, then Appendix G,
then Appendix H, then Appendix I, then Appendix J, then Appendix K, then Appendix L, then
Appendix M, then Appendix N, then Appendix O, Appendix P, then Exhibit 1, and finally Exhibit 2.
In the event and to the extent any provisions contained in multiple documents address the same
or substantially the same subject matter but do not actually conflict, the more recent provisions
shall be deemed to have superseded earlier provisions. Notwithstanding the foregoing, as
between Appendix G (Public Sector General Terms) and the relevant Schedule for the products
and services being purchased under the Contract (i.e., Appendix H, Public Sector Schedule P—
Program; Appendix I, Public Sector Schedule S – Services; Appendix J, Public Sector Schedule
LVM—Linux and Oracle VM Service Offerings; Appendix K, Public Sector Schedule H—Hardware
Agreement; Appendix L, Schedule M—Oracle Managed Cloud Services; and Appendix M, Schedule
C—Cloud Services-Public Sector), such Schedule shall take precedence over Appendix G (Public
Sector General Terms) for such ordered product or service. Furthermore, for Cloud Services,
Technical Cloud Services, and Managed Cloud Services, the Data Processing Agreement and the
applicable Service Specifications (for Cloud Services) and Schedule incorporated into the
Statement of Work (for Managed Cloud Services) shall take precedence; however, in any event
this Contract shall prevail over all. Notwithstanding anything to the contrary stated elsewhere in
this Contract, the parties understand and agree that Section 1.3 of the Data Processing Agreement
means that the terms of that Data Processing Agreement take precedence only over Schedule C -
Cloud Services, not over this base Contract.
2. Term of Contract
The initial term of this Contract shall be two years commencing on the last date of approval by
DIR and Vendor, with two (2) optional two-year terms. Additionally, the parties by mutual
agreement may extend the term for up to ninety (90) additional calendar days. Prior to expiration
of each term, the contract will renew automatically under the same terms and conditions unless
either party provides notice to the other party 60 days in advance of the renewal date stating that
the party wishes to discuss modification of terms or not renew.
Additionally, the parties by mutual agreement may extend the term for up to ninety (90)
additional calendar days.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Oracle Branded Hardware, Software,
Cloud and Related Products and Services as specified in Appendix C, Pricing Index. Vendor
may incorporate changes to their product offering; however, any changes must be within the
scope of products awarded based on the posting described in Section 1.B above. Vendor may
not add a manufacturer’s product line which was not included in the Vendor’s response to
the solicitation described in Section 1.B above.

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DIR recognizes that technology is ever-evolving and advancing. DIR reserves the right to
consider the addition of emerging technology such as next generation, enhancements and
upgrades for products or services that are within the scope of Oracle Branded Hardware,
Software, and Related Products and Services. Vendor may propose such products or services
throughout the term of the Contract. Pricing and terms will be negotiated upon DIR
acceptance. Any determination will be at DIR’s sole discretion and any decision will be final.
B. Services
Services available under this Contract are limited to the services as specified in Appendix C,
Pricing Index. Vendor may incorporate changes to their service offering; however, any
changes must be within the scope of services awarded based on the posting described in
Section 1.B above.
Sections 7.2-7.6 of the Data Processing Agreement are subject to the provisions stated in this
Section 3.B and the parties understand that the portions of Section 7 of the Data Processing
Agreement pertaining to the European Union, European Economic Area, or EU Model Clauses
are inapplicable to this Contract.
C. Business Operations Transfer (Outsourcing)

Notwithstanding any other provision of the Contract, a Customer may contract with a facilities
management firm (“Outsourcer”) to operate the licensed programs on behalf of the Customer
provided such operation is either on the Customer’s hardware and operating system or the
same or comparable hardware and operating system at Outsourcer’s site, and provided
further (i) the Customer hereby assumes all responsibility for the confidentiality of all
confidential information and protection of Oracle’s proprietary rights, and (ii) the Customer
shall give Oracle written notice of all licensed programs to be managed by Outsourcer at the
same time as entering into such a contract, and (iii) the Customer assumes all liability for
shipping the licensed programs to Outsourcer’s site and return of the licensed programs to
the Customer’s site, and (iv) in no event shall Outsourcer be allowed to copy the licensed
programs or be granted general development use access to the licensed programs except as
specified herein and (v) to the extent allowable under Texas Law, the Customer agrees to
indemnify Oracle of (a) any claims or demands brought against Oracle or its directors,
employees or agents arising from or in connection with any such services provided by
Outsourcer, or (b) Outsourcer’s failure to abide by the terms and conditions of the Contract.
D. Data Storage Location

With respect to Cloud Services, the data center region refers to the geographic region in which
the Cloud Services environment holding the Customer Data is physically located. The
applicable data center region shall be set forth on the relevant Order Form and, for data
center regions outside of the continental United States, such Order Form shall include a list
of the specific countries included in the applicable data center region. For data center regions
outside of the continental United States, Vendor and Customer may mutually agree to limit
the countries where the cloud services may be performed and the Customer data may be
located to a subset of the countries within the applicable data center region. Oracle
understands that Customers under this Contract are public sector entities and, as a result,
there may be a legal requirement for Customer data be stored in the continental United
States. As a result, the data center region applicable to Customer’s Orders will be the
continental United States, unless otherwise stated in the relevant Order Form. Oracle shall

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not change the applicable data center region nor transfer Customer’s Cloud Services
environment to a data center located outside the applicable data center region, unless an
authorization is executed by an authorized representative of the Customer. For clarity, the
authorization is required also for transfers of the Cloud Services environment outside the
continental United States, in the case of Customer Orders for which the applicable data center
region is the continental United States. Such authorization must detail the specified sets of
data to be allowed to be located in the specified country(es) for specified periods of time;
however, such authorization shall not constitute authorization with respect to any other set
of data or to a subsequent change to any other data center region . For avoidance of doubt,
this restriction does not apply to an activity taken or initiated by Customer or Customer’s end
users, such as a remote Cloud Service access from outside the data center region. Where
agreed upon by the parties, additional terms regarding access of data by Oracle for support
and maintenance from outside the continental United States may be included in the Order
Form, including specifics identifying the data to be accessed, the countries from which it will
be accessed, and the effective period of the agreement.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders,
Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR
Administrative Fee.
5. DIR Administrative Fee

A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract is three quarters of one percent (.75%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000 shall be $750.00.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to
change this fee upwards or downwards during the term of this Contract, upon written notice to
Vendor without further requirement for a formal contract amendment. Any change in the
administrative fee shall be incorporated by Vendor in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:

Kelly A Parker, CTPM, CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4759
Email: kelly.parker@dir.texas.gov
If sent to the Vendor:

Sheila Poggi

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Contracts Manager, Public Sector Deal Management

Oracle America, Inc.
1910 Oracle Way
Reston, VA 20190
Phone: (703) 364-1507
Email: sheila.poggi@oracle.com
7. Software License, Service and Leasing Agreements
A. Software License Agreement

1) Customers acquiring products, including software licenses under the Contract shall hold,
use and operate such products, including hardware and software licenses, subject to
compliance with the Software License Agreement set forth in Appendix D, Appendix F,
Appendix G, Appendix H, and Appendix K of this Contract. No changes to the Software License
Agreement terms and conditions may be made unless previously agreed to between Vendor
and DIR. Customers may not add, delete or alter any of the language in Appendix D, Appendix
F, Appendix G, Appendix H, or Appendix K; provided however that the Customer and Vendor
may agree to additional transaction-specific terms and conditions in an Order Form, including
usage limitations, so long as they do not remove the rights or protections of Customer set forth
in the Software License Agreement, or the responsibilities of Vendor set forth in the Software
License Agreement. Vendor shall make the Software License Agreement terms and conditions
available to all Customers at all times.
2) Compliance with the terms and conditions contained in Appendix D, Appendix F, Appendix
G, Appendix H, and Appendix K is the responsibility of the Customer. DIR shall not be
responsible for any Customer’s compliance with the terms and conditions contained in
Appendix D, Appendix F, Appendix G, Appendix H, and Appendix K. If DIR purchases software
licenses for its own use under this Contract, it shall be responsible for its compliance with the
terms and conditions contained in Appendix D, Appendix F, Appendix G, Appendix H, and
Appendix K.
B. Service Agreement
Services provided under this Contract shall be in accordance with the Contract, including any
applicable Appendices and the relevant Order Form for such service; samples of such Order
Forms for services are set forth in Appendix E 1-10 of this Contract.
C. Conflicting or Additional Terms

As provided for elsewhere in this Contract and the Appendices to this Contract, certain of the
incorporated or linked or supplemental documents may be subject to change. However, no
financial obligation of the Contractor shall be affected by any change in such documents, nor
will additional material obligations be placed on the Customer as a result of these changes.
Any update to such linked documents shall only apply to purchases of the associated Vendor
product or service offering after the effective date of the update; and, provided further, that,
if Vendor has responded to a solicitation or request for pricing, no update of such linked
documents on or after the initial date of Vendor’s initial response shall apply to that purchase

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unless Vendor directly informs Customer of the update before the purchase is consummated.
Upon Customer request, a reference copy of any policies or terms expressly incorporated via
hyperlink can be attached to the relevant Order for reference and review by the Customer.
Vendor shall not [without prior written agreement from Customer’s authorized signatory,]
require any additional document that results in a material reduction in the level of
performance or availability of the Services provided: 1) results in a material reduction in the
level of performance or availability of the Services provided to the Customer; or 2) imposes
additional financial costs, burdens, or obligations upon Customer, or imposes additional
material burdens, or obligations upon Customer.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents, unless Customer elects instead to terminate the contract as provided under this
Contract. The foregoing requirements apply to all contracts, including, but not limited to,
contracts between Customer and a reseller who attempts to pass through documents and
obligations from its Manufacturer of Publisher.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related
Services Contracts.
A. Appendix A, Section 1, Contract Scope is hereby restated in its entirety as follows:
The Vendor shall provide the products and related services specified in Section 3 of the
Contract for purchase by Customers. In addition, DIR and Vendor may agree to provisions that
allow Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms
used in Appendix A shall have the meanings set forth Section 3. Terms used but not defined
herein shall have the meaning ascribed to them elsewhere in the Contract as appropriate.
B. Appendix A, Section 2, No Quantity Guarantees is hereby restated in its entirety as follows:
The Contract is not exclusive to the Vendor. Customers may obtain products and related
services from other sources during the term of the Contract. DIR makes no express or implied
warranties whatsoever that any particular quantity or dollar amount of products and related
services will be procured through the Contract.
C. Appendix A, Section 3, Definitions is hereby restated in its entirety as follows:
A. Customer - any Texas state agency, unit of local government, institution of higher
education as defined in Section 2054.003, Texas Government Code, the Electric Reliability
Council of Texas, the Lower Colorado River Authority, a volunteer fire department, as
defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter 771, Texas
Government Code, and any local government as authorized through the Interlocal

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Cooperation Act, Chapter 791, Texas Government Code, the state agencies and political
subdivisions of other states as authorized by Section 2054.0565, Texas Government Code.
B. Compliance Check – an audit, at DIR’s expense, of Vendor’s compliance with the
Contract may be performed by, but not limited to, a third party auditor, DIR Internal
Audit department, or DIR contract management staff or their designees.
C. Contract – the document executed between DIR and Vendor into which this Appendix A
is incorporated.
D. CPA – refers to the Texas Comptroller of Public Accounts.
E. Day - shall mean business days, Monday through Friday, except for State and Federal
holidays, unless otherwise specified as calendar days. If the Contract calls for
performance on a day that is not a business day, then performance is intended to occur
on the next business day. Furthermore, the parties hereby clarify that “day” shall mean a
calendar day (unless otherwise specified) when used in Appendices D-O or in an Order
Form.
F. Order Form – is Vendor’s standard ordering document forms used by Customer when
placing an order; copies of the standard forms are attached as samples in Appendices
E-1 - E-10. The standard forms may be updated by Vendor from time to time upon DIR
approval. An Order Form requires the signature of the Customer and the Order Fulfiller.
G. Order Fulfiller – the party, either Vendor or a party that may be designated as a Reseller
(as defined in Section 7.B) by Vendor who is fulfilling a Purchase Order pursuant to the
Contract.
H. Purchase Order - the Customer’s fiscal form or format, which is used when making a
purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase
Order, or other authorized instrument) and when issued shall mean all funds have been
appropriated for such order for the then-current fiscal period.
I. State – refers to the State of Texas.
D. Appendix A, Section 4., General Provisions, A. Entire Agreement, is hereby restated in its
entirety as follows:
The Contract, which includes the Appendices, Exhibits, and the information that is
incorporated into the Contract by written reference (including reference to information
contained in a URL or referenced policy with any conflicts with the DIR Contract to be
addressed as set forth in Section 4.C of Appendix A and 7.C of the DIR Contract), constitutes
the entire agreement between DIR and the Vendor. No statement, promise, condition,
understanding, inducement or representation, oral or written, expressed or implied, which is
not contained in the Contract, Appendices, or its Exhibits shall be binding or valid.
The Contract, together with the applicable Order Form, is the complete agreement for the
products and/or services ordered by the Customer and supersede all prior or
contemporaneous agreements or representations, written or oral, regarding such products
and/or services.

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E. Appendix A, Section 4.B, Modification of Contract Terms and/or Amendments, Paragraph 2,

is restated in its entirety as follows:
1) The terms and conditions of the Contract shall govern all transactions by Customers
under the Contract. The Contract may only be modified or amended upon mutual
written agreement of DIR and Vendor.
2) Customers shall not have the authority to modify the terms of the Contract; however,
additional Customer terms and conditions that do not conflict with the Contract or
that are more beneficial to the Customer and, in each case, are acceptable to Order
Fulfiller may be added in an Order Form and given effect. No additional term or
condition added in a Purchase Order issued by a Customer can conflict with or diminish
a term or condition of the Contract, but the Customer and Order Fulfiller may agree to
additional terms and/or conditions that are more beneficial to the Customer. Pre-
printed terms and conditions on any Purchase Order issued by Customer hereunder
will have no force and effect. In the event of a conflict between a Customer’s Purchase
Order and the Contract, the Contract terms shall control unless otherwise agreed to in
writing by DIR and Vendor.
3) Customers and Vendor will negotiate and enter into written agreements regarding
statements of work, service level agreements, remedies, acceptance criteria,
information confidentiality and security requirements, and other terms specific to their
Purchase Orders under the Contract with Vendors.
F. Appendix A, Section 4.D, Assignment, is hereby restated in its entirety as follows:
DIR or Vendor may assign the Contract without prior written approval to: (i) a successor in
interest (for DIR, another state agency as designated by the Texas Legislature); or (ii) a
subsidiary, parent company or affiliate, or in connection with a merger, consolidation,
acquisition, internal restructuring or sale of all or substantially all of the assets of the Vendor;
or (iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing
body with the appropriate authority. Assignment of the Contract under the above terms shall
require written notification by the assigning party. Any other assignment by a party shall
require the written consent of the other party and a mutually agreed written Contract
amendment.
G. Appendix A, Section 4.E, Survival, is hereby restated in its entirety as follows:
All applicable software license agreements, warranties or service agreements that were
entered into between Vendor and a Customer under the terms and conditions of the
Contract shall survive the expiration or termination of the Contract in accordance DIR
contract and Order Form terms with DIR contract and agreements terms and subject to the
provisions in the related Order Form. All Order Forms (and related Purchase Orders issued
and) accepted by Vendor or Order Fulfiller shall survive expiration or termination of the
Contract in accordance with DIR Contract and Order Form terms. Rights and obligations
under this Contract which by their nature should survive, including, but not limited to the
DIR Administrative Fee; and any and all payment obligations invoiced prior to the

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termination or expiration hereof; obligations of confidentiality; and, indemnification, will

remain in effect after termination or expiration hereof.
H. Appendix A, Section 4.F, Choice of Law, is restated in its entirety as follows:
The laws of the State of Texas shall govern the construction and interpretation of the
Contract. Exclusive venue for all actions will be in the courts located in Texas. Nothing in the
Contract or its Appendices shall be construed to waive the State’s sovereign immunity.
Notwithstanding anything contained herein to the contrary, or anything contained in the Data
Processing Agreement, the parties understand and agree that they are not submitting to
European Union law or jurisdiction.
I. Appendix A, Section 5.A, Definitions, is restated in its entirety as follows:
The parties hereby clarify that this Section 5.A of the Contract applies to Technical Services
purchased pursuant to an Order Form for Technical Services, a sample of which is proved in
Appendix E-2; and that any deliverables provided to the Customer pursuant to the Contract
in accordance with Oracle’s provision of Managed Cloud Services, Cloud Services and/or
Technical Cloud Services shall be governed by Section 2 (Rights Granted) of Schedule M
(Appendix L of this Contract) for Managed Cloud Services or Section 2 (Rights Granted) of
Schedule C (Appendix M of this Contract) for Cloud Services and Technical Cloud Services, as
applicable.
1)“ Work Product” means any and all deliverables produced by Vendor for Customer under a
Statement of Work issued pursuant to this Contract, including any and all tangible or
intangible items or things that have been or will be prepared, created, developed, invented
or conceived at any time following the effective date of the Contract, including but not limited
to any (i) works of authorship (such as manuals, instructions, printed material, graphics,
artwork, images, illustrations, photographs, computer programs, computer software, scripts,
object code, source code or other programming code, HTML code, flow charts, notes,
outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae,
processes, algorithms, data, information, multimedia files, text web pages or web sites, other
written or machine readable expression of such works fixed in any tangible media, and all
other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or
other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods,
processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements,
including any patents, trade secrets and know-how, (iv) domain names, (v) any copies, and
similar or derivative works to any of the foregoing, (vi) all documentation and materials
related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to
Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights
in any of the foregoing, and which are or were created, prepared, developed, invented or
conceived for the use or benefit of Customer in connection with this Contract or a Statement
of Work, or with funds appropriated by or for Customer or Customer’s benefit: (a) by any
Vendor personnel or Customer personnel, or (b) any Customer personnel who then became
personnel to Vendor or any of its affiliates or subcontractors, where, although creation or
reduction-to-practice is completed while the person is affiliated with Vendor or its personnel,

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any portion of same was created, invented or conceived by such person while affiliated with
Customer.
2) “Intellectual Property Rights” means the worldwide legal rights or interests evidenced by
or embodied in: (i) any idea, design, concept, personality right, method, process, technique,
apparatus, invention, discovery, or improvement, including any patents, trade secrets, and
know-how; (ii) any work of authorship, including any copyrights, moral rights or neighboring
rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or
origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The
Intellectual Property Rights of a party include all worldwide legal rights or interests that the
party may have acquired by assignment or license with the right to grant sublicenses.
3) “Statement of Work” means a document signed by Customer and Vendor describing a

specific set of activities and/or deliverables, which may include Work Product and Intellectual
Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract.
4) “Third Party IP” means the Intellectual Property Rights of any third party that is not a party
to this Contract, and that is not directly or indirectly providing any goods or services to
Customer under this Contract.
5) “Vendor IP” shall mean all tangible or intangible items or things, including the Intellectual
Property Rights therein, created or developed by Vendor (a) prior to providing any Services
or Work Product to Customer and prior to receiving any documents, materials, information
or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after
the Effective Date of the Contract if such tangible or intangible items or things were
independently developed by Vendor outside Vendor’s provision of Services or Work Product
for Customer hereunder and were not created, prepared, developed, invented or conceived
by any Customer personnel who then became personnel to Vendor or any of its affiliates or
subcontractors, where, although creation or reduction-to-practice is completed while the
person is affiliated with Vendor or its personnel, any portion of same was created, invented
or conceived by such person while affiliated with Customer.
J. Appendix A, Section 5.B, Ownership, is restated in its entirety as follows:
The parties will mutually agree on one of the following provisions (either 5.B.i or 5.B.ii) below,
as applicable, to allocate intellectual property rights in deliverables created within the scope
of technical services identified in an exhibit under a particular Order Form, a sample of which
is provided in Appendix E-2 to the Contract. If an Order Form does not refer to one of the
provisions below or otherwise contain or reference terms allocating intellectual property
rights in such deliverables, then the intellectual property rights in such deliverables shall be
allocated between the parties pursuant to subsection 5.B.i below.
i. “Upon payment for the services under this order, you have the non-exclusive, non-
assignable except as otherwise provided for in the Contract, royalty free perpetual,
limited right to use for your internal business operations, anything developed by Oracle
and delivered to you under this order. You may allow your agents and contractors
(including, without limitation, outsourcers) to use the deliverables for this purpose and

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you are responsible for their compliance with this order in such use. Oracle retains all
ownership and intellectual property rights to anything developed or delivered under this
order. For anything developed or delivered under this order that is specifically designed
to allow your customers and suppliers to interact with you in the furtherance of your
internal business operations, such use is allowed under the agreement.”
ii. “Joint Property" means those deliverables developed by Oracle solely for you under
this order and those deliverables developed jointly by Oracle and you under this order;
Joint Property does not include any Oracle Works (defined below). Upon payment of all
fees due under this order, Oracle and you agree that we each jointly own the copyright
interest in Joint Property and that we each do not have to account to one another for
use of Joint Property. “Oracle Works” means: (a) anything provided by or on behalf of
Oracle from a repository; (b) any software code generated by computer aided software
engineering (CASE) tools; (c) any tools, interfaces, and utilities developed by or on behalf
of Oracle; and (d) any derivative works of (a) through (c) above. Oracle retains all right,
title and interest, including all copyrights, in any Oracle Works. Upon payment of all fees
due under this order, you have the non-exclusive, non-assignable, royalty free, perpetual
limited right to use, solely as a component of Joint Property, Oracle Works that are
incorporated into Joint Property. You may allow your agents and contractors (including,
without limitation, outsourcers) to use, as set forth in the preceding sentence, Oracle
Works that are incorporated into Joint Property and you are responsible for their
compliance with this order in such use. This order does not grant, amend, or modify any
license for any programs or documentation owned or distributed by Oracle.
The technical services provided under the Contract may be related to the Customer’s license
to use Programs owned or distributed by Vendor which the Customer may acquire under a
separate order. The agreement referenced in that order shall govern the Customer’s use of
such Programs.
K. Appendix A, Section 5.C, Further Actions, is deleted in its entirety.
L. Appendix A, Section 5.D, Waiver of Moral Rights, is deleted in its entirety.
M. Appendix A, Section 5.E, Confidentiality, is deleted in its entirety.
N. Appendix A, Section 5.F, Injunctive Relief, is deleted in its entirety.
O. Appendix A, Section 5.G, Return of Materials Pertaining to Work Product, is deleted in its
entirety.
P. Appendix A, Section 5.H, Vendor License to Use, is deleted in its entirety.
Q. Appendix A, Section 5.J, Agreement with Subcontracts, is deleted in its entirety.
R. Appendix A, Section 5.K, License to Customer, is deleted in its entirety.

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S. Appendix A, Section 5.I, is renumbered to be Section 5.C, Third-Party Underlying and

Derivative Works, is restated in its entirety as follows:
a. For Services (other than Managed Cloud Services, Cloud Services and Technical Cloud
Services) the following terms shall apply to deliverables:
i. Upon payment for the services under an Order Form, Customer shall have the non-
exclusive, non-assignable except as otherwise provided for in the Contract, royalty free
perpetual, limited right to use for the Customer’s internal business operations, anything
developed by Vendor and delivered to the Customer under such Ordering Form. The
Customer may allow its agents and contractors (including, without limitation,
outsourcers) to use the deliverables for this purpose and the Customer is responsible for
their compliance with the Order Form in such use. Unless otherwise provided for in the
Order Form pursuant to Appendix A, Section 5.B of the Contract, Vendor retains all
ownership and intellectual property rights to anything developed or delivered under an
Order Form. For anything developed or delivered under an Order Form that is specifically
designed to allow a Customer’s customers and suppliers to interact with the Customer in
the furtherance of the Customer’s internal business operations, such use is allowed under
the Contract.
ii. With respect to Technical Services, Vendor agrees to notify Customer in the Order Form,
or on delivery of the Work Product or Technical Services deliverables if the deliverables
include any Third Party IP. On request, Vendor shall provide Customer with
documentation confirming a third party’s written approval for Vendor to use any Third
Party IP that may be embodied or reflected in the Work Product as provided for in the
Contract.
b. For Managed Cloud Services, the following terms shall apply to deliverables:
During the services term for the Managed Cloud Services ordered and subject to the
Customer’s payment obligations, and except as otherwise set forth in this Contract,
Appendix G – Public Sector General Terms, Appendix L – Schedule M – Managed Cloud
Services or the Order Form, the Customer will have a limited, non-exclusive, non-
assignable, right to access and use anything developed by Vendor and delivered to the
Customer as part of the Oracle Managed Cloud Services specified in the Customer’s Order
Form solely for the Customer’s internal business operations, and subject to the terms of
this Contract, Appendix G – Public Sector General Terms, Appendix L - Schedule M –
Managed Cloud Services and the applicable Order Form. Vendor retains all ownership
and intellectual property rights to anything developed by Vendor and delivered to the
Customer as part of Managed Cloud Services under this Contract.
c. For Cloud Services and Technical Cloud Services, the following terms (as set forth in
Appendix M – Schedule C - Cloud Services) shall apply to deliverables:
For the duration of the Services Period (as defined in Appendix M – Schedule C - Cloud
Services) and subject to the Customer’s payment obligations, and except as otherwise set
forth in this Contract, Appendix G - Public Sector General Terms, Appendix M – Schedule

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C – Cloud Services or the Order Form, the Customer shall have the non-exclusive, non-
assignable, royalty free, worldwide, limited right to access and use anything developed
by Vendor and delivered to the Customer as part of the Cloud Services or Technical Cloud
Services, solely for the Customer’s internal business operations and subject to the terms
of the Contract, Appendix G – Public Sector General Terms, Appendix M – Schedule C -
Cloud Services and the Order Form, including the Service Specifications (as defined in
Appendix M – Schedule C - Cloud Services). The Customer may allow its Users (as defined
in Appendix M – Schedule C - Cloud Services) to use any such deliverables for this purpose
and the Customer is responsible for the Customer’s Users’ compliance with Contract,
Appendix G – Public Sector General Terms, Appendix M – Schedule C - Cloud Services and
the Order Form.
T. Appendix A, Section 5.L, is renumbered to be Section 5.D, Vendor Development Rights, is

restated in its entirety as follows:
Nothing in this Contract shall preclude Vendor from developing for itself, or for others,
materials which are competitive with those produced as a result of the Services provided
hereunder, provided that no Intellectual Property Rights of Customer therein are infringed by
such competitive materials.
U. Appendix A, Section 6.A, Electronic and Information Resources Accessibility Standards, As

Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of
Higher Education Purchases only), is hereby restated in its entirety as follows:
1) Effective September 1, 2006, to the extent required by law, state agencies and institutions
of higher education shall procure products which comply with the State Accessibility
requirements for Electronic and Information Resources specified in 1 TAC Chapters 206 and
213 when such products are available in the commercial marketplace or when such products
are developed in response to a procurement solicitation.
2) The extent to which with 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 or as
revised effective March, 2017, and the Web Content Accessibility Guidelines (WCAG) version
2.0 level AA, is indicated by the dependencies, comments and exceptions (some of which may
be significant, if any) noted on the applicable 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 VPAT is available for a particular Oracle product, please
contact the Oracle Accessibility Program Office at accessible_ww@oracle.com. 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

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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
http://www.fcc.gov/cgb/consumerfacts/trs.html, 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 this Contract. Oracle cannot make any commitments
about future product directions, including plans to address accessibility or the availability of
VPATs. Product direction remains at the sole discretion of Oracle.
V. Appendix A, Section 6.B, Purchase of Commodity Items (applicable to State Agency

Purchases Only), is hereby restated in its entirety as follows:
1) Texas Government Code, §2157.068, requires State agencies to buy commodity items (as
defined in 6.B.2, below, in accordance with contracts developed by DIR, unless the agency
obtains an exemption from DIR, or a written certification that a commodity is not on DIR
contract (for the limited purpose of purchasing from a local government purchasing
cooperative).
2) Commodity items are commercially available software, hardware and technology services
that are generally available to businesses or the public and for which DIR determines that a
reasonable demand exists in two or more state agencies. Hardware is the physical technology
used to process, manage, store, transmit, receive or deliver information. Software is the
commercially available programs that operate hardware and includes all supporting
documentation, media on which the software may be contained or stored, related materials,
modifications, versions, upgrades, enhancements, updates or replacements. Technology
services are the services, functions and activities that facilitate the design, implementation,
creation, or use of software or hardware. Technology services include seat management,
staffing augmentation, training, maintenance and subscription services. Technology services
do not include telecommunications services. Seat management is services through which a
state agency transfers its responsibilities to a vendor to manage its personal computing needs,
including all necessary hardware, software and technology services.
3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR
contracts. Institutions of higher education are exempt from this Subsection 6.B.
W. Appendix A, Section 7. Contract Fulfillment and Promotion, A. Service, Sales and Support of
the Contract, is hereby restated in its entirety as follows:
Vendor shall provide service, sales and support resources to serve all Customers throughout
the State. It is the responsibility of the Vendor to sell, market, and promote products and
services available under the Contract. Vendor shall use its best efforts to ensure that potential
Customers are made aware of the existence of the Contract. All sales to Customers for
products and services available under the Contract shall be processed through the Contract,
except as may be approved otherwise by DIR in writing.

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X. Appendix A, Section 7.B, Use of Order Fulfillers, is hereby restated in its entirety as follows:
DIR agrees to permit Vendor to utilize designated third parties to provide sales support
resources to Customers (such designated third parties are hereinafter referred to as
“Resellers”). Such participation is subject to the following conditions:
1) Designation of Resellers
a) Vendor may designate Resellers to act as the distributors for products and services
available under the Contract. In designating Resellers, and to the extent required by law,
Vendor must be in compliance with the State’s Policy on Utilization of Historically
Underutilized Businesses, a copy of which shall be provided to Vendor. In addition to any
required Subcontracting Plan, Vendor shall provide DIR with the following Reseller
information: Reseller name, Reseller business address, Reseller CPA Identification Number,
Reseller contact person email address and phone number. Vendor may also note that
certain Resellers may only sell limited products and/or services offered under the Contract.
b) DIR reserves the right to require the Vendor to rescind any such Reseller participation
or request that Vendor name additional Resellers should DIR determine it is in the best
interest of the State.
c) Vendor shall be responsible for its Resellers’ performance under and compliance with
the terms and conditions of the Contract to the extent provided in the Contract and subject
to the limitations set forth in the Contract. Vendor shall enter into contracts with Resellers
and use terms and conditions that are consistent with the terms and conditions of the
Contract.
d) Vendor shall have the right to qualify Resellers and their participation under the
Contract provided that: i) any criteria is uniformly applied to all potential Resellers based
upon Vendor’s established, neutrally applied criteria, ii) the criteria is not based on a
particular procurement, and iii) all Customers are supported under the different criteria.
e) Vendor shall not prohibit Resellers from participating in other procurement
opportunities offered through DIR.
2) Changes in Reseller List

Vendor may add Resellers throughout the term of the Contract upon written authorization
by DIR. In addition, Vendor may delete Resellers at any time throughout the term of the
Contract upon written notice to DIR. Prior to adding or deleting Resellers, Vendor must
make a good faith effort in the revision of its Subcontracting Plan in accordance with the
State’s Policy on Utilization of Historically Underutilized Businesses, a copy of which shall
be provided to Vendor. Vendor shall provide DIR with its updated Subcontracting Plan and
the Reseller information listed in Section 7.B.1.a above.
3) Reseller Pricing to Customer

Reseller pricing to the Customer for Order Forms placed under this Contract shall comply
with the Customer price as stated within Section 4 of the Contract, and as set forth in
Appendix C, Pricing Index, and shall include the DIR Administrative Fee, provided that
nothing shall preclude a Reseller from offering Customers prices lower than as stated in
Section 4 and Appendix C.

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Y. Appendix A, Section 7.C, Product Warranty and Return Policies, is hereby restated in its
1) Product and Service Warranties

a) Hardware. Vendor provides a limited warranty (the “Oracle Hardware Warranty”) for
the hardware purchased by the Customer pursuant to the Contract. Vendor 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
Customer. Customer must notify Vendor of any hardware warranty deficiency within one
year after delivery. VENDOR DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE
OPERATION OF THE HARDWARE. You may access a more detailed description of the
Oracle Hardware Warranty at http://www.oracle.com/support/policies.html (“the
warranty web page”) incorporated herein by reference. Any changes to the Oracle
Hardware Warranty details specified on the warranty web page will not apply to hardware
ordered prior to such change. The Oracle Hardware Warranty applies only to hardware
that has been (i) manufactured by Vendor and (ii) sold by Vendor (either directly or by a
Reseller). 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. Replacement units for defective parts or hardware
items replaced under the Oracle Hardware Warranty may be new or like new quality.
Notwithstanding the foregoing, Oracle represents that all components sold are warranted
as new components. During the course of quality control of a newly manufactured piece
of equipment and other manufacturing related initial testing on the new piece of
equipment a vendor may need to replace faulty components. Those faulty components
may be returned to the originating manufacturing with supporting documentation. If in
the opinion of the originating manufacturer, the part (or sub-assembly) subsequently
meets Oracle specification, the originating manufacturer may re-ship the product to
Oracle as new inventory. On re-certification by Oracle Quality control, that part or sub-
assembly is returned to the supply chain inventory for use in the assembly process as new
product.
Such replacement units assume the warranty status of the hardware into which they are
installed and have not separate or independent warranty of any kind. Title in all defective
parts or hardware items shall transfer back to Vendor upon removal from the hardware.
The Oracle Hardware Warranty does not apply to normal wear of the hardware or media.
The Oracle Hardware Warranty is extended only to the original purchaser of the hardware
and may be void in the event that title to the hardware is transferred to a third party.
b) Programs. Vendor warrants that a program licensed to the Customer pursuant to the
Contract will operate in all material respects as described in the applicable documentation
for one year after delivery (i.e., via physical shipment or electronic download) to
Customer. Customer must notify Vendor of any program warranty deficiency within one
year after delivery. VENDOR DOES NOT GUARANTEE THAT THE PROGRAMS WILL
PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT VENDOR WILL CORRECT ALL
PROGRAM ERRORS.

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c) Media. Vendor warrants that the media for programs, operating system and integrated
software purchased by the Customer pursuant to the Contract will be free from material
defects in materials and workmanship under normal use for a period of 90 calendar days
from the date the media is shipped to Customer. Customer must notify Vendor of any
media warranty deficiency within 90 calendar days after delivery. The operating system
and integrated software is provided “AS IS”.
d) Services. Vendor warrants that services (except Managed Cloud Services, Cloud
Services and Technical Cloud Services) will be provided in a professional manner
consistent with industry standards. Customer must notify Vendor of any services
warranty deficiencies within 90 calendar days from performance of the deficient services.
The warranties, disclaimers and exclusive remedies for breach of warranty for Managed
Cloud Services are provided for in Schedule M (attached as Appendix L to the Contract)
and for Cloud Services and Technical Cloud Services are provided for in Schedule C
(attached as Appendix M to the Contract).
2) Exclusive Remedies
a) Hardware. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VENDOR’S ENTIRE
LIABILITY FOR ANY BREACH OF THE ABOVE HARDWARE WARRANTIES SHALL BE THE
REPAIR OR, AT VENDOR’S OPTION AND EXPENSE, REPLACEMENT OF THE DEFECTIVE
PRODUCT, OR, IF SUCH REPAIR OR REPLACEMENT IS NOT REASONABLY ACHIEVABLE, THE
REFUND OF THE FEES PAID TO THE ORDER FULFILLER FOR THE DEFECTIVE PRODUCT AND
ANY UNUSED, PREPAID FEES FOR TECHNICAL SUPPORT SERVICES RELATED TO SUCH
DEFECTIVE PRODUCT.
b) Programs. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VENDOR’S ENTIRE

LIABILITY FOR ANY BREACH OF THE ABOVE PROGRAM WARRANTIES SHALL BE THE
CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF
VENDOR CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY
REASONABLE MANNER, VENDOR MAY END THE RELATED PROGRAM LICENSE AND
CUSTOMER MAY RECOVER THE FEES CUSTOMER PAID TO THE ORDER FULFILLER FOR
SUCH PROGRAM LICENSE AND ALL UNUSED, PREPAID FEES FOR TECHNICAL SUPPORT
SERVICES RELATED TO SUCH PROGRAM LICENSE.
c) Media. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE CONTRACT,

CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VENDOR’S ENTIRE LAIBILTY FOR
BREACH OF THE ABOVE MEDIA WARRANTIES SHALL BE THE REPLACEMENT OF THE
DEFECTIVE MEDIA, PROVIDED IT IS RETURNED TO VENDOR WITHIN THE APPLICABLE
WARRANTY PERIOD, AND SUBJECT TO STANDARD SHIPPING AND HANDLING FEES.
d) Services. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VENDOR’S ENTIRE LIABILITY
FOR ANY BREACH OF THE ABOVE SERVICES WARRANTIES, SHALL BE THE
REPERFORMANCE OF THE DEFICIENT SERVICES OR, IF VENDOR CANNOT SUBSTANTIALLY
CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END
THE RELEVANT SERVICES AND RECOVER THE FEES PAID TO THE ORDER FULFILLER FOR THE
DEFICIENT SERVICES.

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e) General. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE

EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
3) Invalidation of the Hardware or Media Warranties by Customer

No warranty will apply to hardware, operating system, integrated software, integrated
software options or media which has been:
a) modified, altered or adapted without Vendor’s written consent (including modification
by removal of the Vendor serial number tag on the hardware);
b) maltreated or used in a manner other than in accordance with the relevant
documentation;
c) repaired by any third party in a manner which fails to meet Vendor’s quality standards;
d) improperly installed by any party other than Vendor or an authorized Vendor certified
installation partner;
e) used with equipment or software not covered by the warranty, to the extent that the
problems are attributable to such use;
f) relocated without Vendor’s written consent, to the extent that problems are
attributable to such relocation;
g) used directly or indirectly in supporting activities prohibited by U.S. or other national
export regulations;
h) used by parties appearing on the most current U.S. export exclusion list;
i) relocated to countries subject to U.S. trade embargo or restrictions;
j) used remotely to facilitate any activities in the countries referenced in (h) or (i) above;
or
k) purchased from any entity other than Vendor or a Reseller.
Z. Appendix A, Section 7.D, Customer Site Preparation, is hereby restated in its entirety as
follows:
Customers shall prepare and maintain its site in accordance with written instructions
furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and
shall bear the costs associated with the site preparation. Customer acknowledges that to
operate certain hardware, its facility must meet a minimum set of site requirements. Such
site requirements may change from time to time, as communicated by Order Fulfiller and the
applicable documentation provided with the hardware.
Z. Appendix A, Section 7.E, Internet Access to Contract and Pricing Information is hereby
1) Vendor Webpage
Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish
and maintain a webpage specific to the products and service offerings under the Contract that
are clearly distinguishable from other, non-DIR Contract offerings on the Vendor’s website.
The webpage must include:
a) the products and services offered;

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b) product and service specifications;

c) specific Contract pricing;
d) i) discount percentage (%) off MSRP, or (ii) List Price;
e) designated Resellers;
f) contact information (e.g., name, telephone number and/or email address) for Vendor and
designated Resellers;
g) instructions for obtaining Order Forms and placing orders;
h) Vendor’s warranty and order and delivery policies;
i) return policies;
j) the DIR Contract number with a hyperlink to the Contract’s DIR webpage;
k) a link to the DIR “Cooperative Contracts” webpage; and
l) the DIR logo in accordance with the requirements of this Section.
If Vendor does not meet the webpage requirements listed above, DIR may cancel the contract
without penalty, subject to the notice and cure provisions set forth in Section 11.B.3. below.
2) Accurate and Timely Contract Information

Vendor will use commercially reasonable efforts to ensure that the website information
specified in the above paragraph will be accurately and completely posted, maintained and
displayed in an objective and timely manner. Vendor, at its own expense, shall correct any
non-conforming or inaccurate information posted at Vendor’s website within ten (10)
business days after receipt of written notification by DIR.
3) Webpage Compliance Checks

Periodic compliance checks of the information posted for the Contract on Vendor’s webpage
will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation
that pricing listed upon this webpage is uniform with the pricing as stated in the Contract.
4) Webpage Changes
Vendor hereby consents to a link from the DIR website to Vendor’s webpage in order to
facilitate access to Contract information. The establishment of the link is provided solely for
convenience in carrying out the business operations of the State. DIR reserves the right to
suspend, terminate or remove a link at any time, in its sole discretion, without advance notice,
or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link
suspension, termination or removal. Vendor shall provide DIR with timely written notice of
any change in URL or other information needed to access the site and/or maintain the link.
5) Use of Access Data Prohibited

If Vendor stores, collects or maintains data electronically as a condition of accessing Contract
information, such data shall only be used internally by Vendor for the purpose of
implementing or marketing the Contract, and shall not be disseminated to third parties, other
than Resellers or used for other marketing purposes. The Contract constitutes a public
document under the laws of the State and Vendor shall not restrict access to Contract terms
and conditions including pricing, i.e., through use of restrictive technology or passwords.

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6) Responsibility for Content

Vendor is solely responsible for administration, content, intellectual property rights, and all
materials at Vendor’s website. DIR reserves the right to require a change of listed content if,
in the opinion of DIR, it does not adequately represent the Contract.
BB. Appendix A, Section 7.F, DIR Logo, is hereby restated in its entirety as follows:
Vendor and Reseller may use the DIR logo in the promotion of the Contract to Customers with
the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed,
the size of the DIR logo must be equal to or smaller than the Reseller logo, (iii) the DIR logo is
only used to communicate the availability of products and services under the Contract to
Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR.
CC. Appendix A, Section 7.G, Vendor and Reseller Logo, is hereby restated in its entirety as
follows:
If DIR receives Vendor’s prior written approval, DIR may use the Vendor’s name and logo in
the promotion of the Contract to communicate the availability of products and services
under the Contract to Customers. Use of the logos may be on the DIR website or on printed
materials. Any use of Vendor’s logo by DIR must comply with and be solely related to the
purposes of the Contract and any usage guidelines communicated to DIR from time to time.
DIR shall not use Vendor’s trademarks in a manner that misrepresents its relationship with
Vendor or Vendor’s products and services, is otherwise misleading or confusing, or reflects
negatively on Vendor. If Vendor, in its sole discretion, determines that DIR’s use of Vendor’s
trademarks is not in compliance with the Contract, Vendor shall promptly notify DIR and DIR
shall promptly modify or discontinue its use of such trademarks as directed by Vendor.
Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor’s
trademarks or the goodwill associated therewith, except for the limited usage rights
expressly provided by Vendor.
DD. Appendix A, Section 7.H, Trade Show Participation, is hereby restated in its entirety as
follows:
Vendor may participate in one or more DIR sponsored trade shows each calendar year.
Vendor understands and agrees that participation, at the Vendor’s expense, includes
providing a manned booth display or similar presence. DIR will provide four months advance
notice of any requested participation. Vendor must display the DIR logo at any such requested
trade show(s) that potential Customers will attend. DIR reserves the right to approve or
disapprove of the location or the use of the DIR logo in or on the Vendor’s booth.
EE. Appendix A, Section 7.K, DIR Cost Avoidance, is hereby restated in its entirety as follows:
As part of the performance measures reported to state leadership, DIR must provide the cost
avoidance the State has achieved through the Contract. Upon reasonable request by DIR and
no more than twice annually, Vendor shall provide DIR with a detailed report of a
representative sample of products sold under the Contract. The report shall contain: product

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part number, product description, list price, and price to Customer under the Contract, and,
to the extent it exists, pricing from any other Vendor contracts with NASPO, GSA, TCPN or TIP.
FF. Appendix A, Section 8.C, Customer Price is hereby restated in its entirety as follows:
1) The price to the Customer shall be calculated as follows:

Customer Price = (MSRP or List Price – Customer Discount as set forth in Appendix C, Pricing
Index) x (1 + DIR Administrative Fee Percentage, as set forth in the Contract).
2) Customers purchasing products and services under this Contract may negotiate more
advantageous pricing or participate in special promotional offers. In such event, a copy of
such better offerings shall be furnished to DIR upon request.
3) If pricing for products or services available under this Contract are provided by the Vendor
or its Reseller at a greater discount than the applicable discount in this Contract to a DIR
eligible Texas Customer who is not purchasing those products or services under this Contract
then the applicable discount in this Contract shall be adjusted to that greater discount by
written amendment as set forth herein. The foregoing requirement applies only to products
or services provided by Vendor or its Resellers for a quantity of one (1) hardware product under
like terms and conditions, and does not apply to volume or special pricing purchases. To the
extent that either party provides written notice to the other party that a greater discount was
provided by Vendor in accordance with this section, then both parties will utilize best efforts
to amend this Contract within thirty (30) business days to reflect the lower price. Any Contract
changes finalized pursuant to this section within thirty (30) business days after the date of the
notice of such greater discount shall be prospective and not retroactive to the date of that
notice. Any Contract changes finalized pursuant to this section more than thirty (30) business
days after the date of such notice shall be retroactive to the date of that notice.
GG. Appendix A, Section 8.D, Shipping and Handling Fees is hereby restated in its entirety as
follows:
The price to the Customer under this Contract shall include all shipping and handling fees.
Shipments will be Free On Board (Oracle’s shipping terminology for same is DDP-Delivered
Duty Paid) Customer’s Destination. No additional fees shall be charged to the Customer for
standard shipping and handling within the United States. If the Customer requests expedited
or special delivery, or delivery outside of the United States, Customer will be responsible for
any charges for expedited or special delivery or such delivery to such locations outside of the
United States. Where relevant, each party to this Contract agrees to comply with all relevant
export laws and regulations, including the Export Administration Act and Regulations, to
assure that no information is exported directly or indirectly, in violation of law.
HH. Appendix A, Section 8.E, Tax Exempt is hereby restated in its entirety as follows:
DIR represents as per Section 151.309, Texas Tax Code, governmental Customers under this
Contract are exempt from the assessment of State sales, use and excise taxes. Further, DIR
represents that Customers under this Contract are exempt from Federal Excise Taxes, 26

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United States Code Sections 4253(i) and (j). Customers shall provide evidence of tax-exempt
status to Vendor upon request
II. Appendix A, Section 8.F, Travel Expense Reimbursement is hereby restated in its entirety as
follows:
Pricing for services provided under this Contract are exclusive of any travel expenses that may
be incurred in the performance of those services. Travel expense reimbursement may include
personal vehicle mileage or commercial coach transportation, hotel accommodations,
parking and meals; provided, however, the amount of reimbursement by Customers shall not
exceed the amounts authorized for state employees as adopted by each Customer; and
provided, further, that all reimbursement rates shall not exceed the maximum rates
established for state employees under the current State Travel Management Program
(http://www.window.state.tx.us/procurement/prog/stmp/). Travel time may not be included
as part of the amounts payable by Customer for any services rendered under this Contract.
The DIR administrative fee specified in Section 5 of the Contract is not applicable to travel
expense reimbursement. Anticipated travel expenses will be discussed between the
Customer and Vendor prior to inclusion of such estimated travel expenses in the relevant
Ordering Form. Travel expenses for a transaction must be approved by the Customer during
such discussion and Customer’s funding of such travel expenses on a Purchase Order (defined
below), after such discussion, will serve as Customer’s approval of such travel expenses.
Customer shall provide Vendor with a copy of all applicable travel reimbursement policies
prior to requiring the Vendor to provide any services for which Vendor might incur travel
expenses.
JJ. Appendix A, Section 8.G, Changes to Prices is hereby restated in its entirety as follows:
Vendor may change the price of any product or service at any time, based upon changes to
the MSRP, but discount levels shall remain consistent with the discount levels specified in this
Contract. Price lists shall be made available at a web site to be accessible by the Customers,
as further described in Appendix C; and any updates to such price lists shall take effect
automatically during the term of this Contract and shall be passed onto the Customer in all
Order Forms (defined below) issued after any such price list updates are effective, published
and posted on Vendor’s DIR website.
1) Updated price lists must be requested with a signed cover letter (which may be delivered
to DIR via email) indicating the change in price and must be accompanied by a copy of the
updated manufacturer or publisher’s price list.
2) Requests for updated price lists will be accepted or rejected by DIR within thirty (30)
calendar days after receipt of a properly submitted request. Updated price lists that are not
accepted within thirty (30) calendar days will be deemed rejected. If a properly submitted
updated price list is rejected, Vendor may request that the product or service rejected be
removed from the Contract. The product or service will be removed from the Contract upon
execution of a written Contract amendment, which shall be transmitted to Vendor by DIR
within thirty (30) calendar days after receipt of the Vendor’s written request to remove the
product or service and executed by both parties without undue delay. Existing pricing must

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be honored up to the date of execution of the Contract amendment. Vendor anticipates

updates to price lists at least once annually; however, price lists may not be updated for at
least ninety (90) calendar days after the Contract effective date.
3) In the event that an updated price list that has been rejected under the process described
in section 2 above includes a price decrease, such price decrease may be passed onto the
Customer in Order Forms.
KK. Appendix A, Section 8.H, Purchase Orders is hereby restated in its entirety as follows:
All orders will be placed directly with the Order Fulfiller. Order Forms shall be effective and
binding upon Vendor or Order Fulfiller when accepted by Order Fulfiller; provided that (i)
the Order Form is accompanied by a Purchase Order; (ii) the Order Form incorporates the
Contract; (iii) the fees on the Purchase Order and Order Form are the same; and (iv) the Order
Form is executed by the Customer and the Order Fulfiller. Once and order is accepted by the
Order Fulfiller, the Customer’s order is non-cancelable and the sums paid nonrefundable,
except as provide elsewhere in the Contract.
Vendors will be required to comply with the disclosure requirements of Section 2252.908,
Texas Government Code, as enacted by House Bill 1295, 84th Regular Session, when
execution of a contract requires an action or vote by the governing body of a governmental
entity before the contract may be signed.
LL. Appendix A, Section 8.I, Invoices is hereby restated in its entirety as follows:
1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and shall be
issued in compliance with Chapter 2251, Texas Government Code. All payments for
products and/or services purchased under the Contract and any applicable provision of
acceptance of such products and/or services as set forth in the Contract or the applicable
Order Form shall be made by the Customer to the Order Fulfiller. For Customers that are
not subject to Chapter 2251, Texas Government Code, Customer and Order Fulfiller will
agree to acceptable terms.
2) Invoices must be timely and accurate. Each invoice must match Customer’s Purchase
Order and include any written changes that may apply, as it relates to products, prices
and quantities. Invoices must include the Customer’s Purchase Order number or other
pertinent information for verification of receipt of the product or services by the
Customer. Invoices for programs are issued as of the program commencement date.
Invoices for hardware are issued as of the hardware commencement date. Technical
support services, Managed Cloud Services and Cloud Services are invoiced quarterly in
arrears, and Technical Cloud Services and other services are invoiced monthly in arrears
and as may be further specified on the relevant Order Form. Travel expenses are invoiced
monthly as they are incurred. Oracle University Learning Credits may be invoiced and paid
in accordance with state procedures for training or subscription agreements. . Invoices
may also include any written changes to the ordered hardware made by the Customer
prior to shipment and agreed to by Vendor in accordance with Appendix A, Section 8.H,
as well as any changes made by Vendor in the form of a product substitution or

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modification to ordered hardware that does not cause a material adverse effect in overall
hardware performance. Additionally, the invoices will include any expedited shipping and
handling charges (in accordance with Appendix A, Section 8.D), and any pre-approved
travel expenses (in accordance with Appendix A, Section 8.F). The Order Fulfiller is
permitted to issue multiple invoices for a single Order Form. [Customers may pay for
Oracle University Learning Credits in advance.]
3) The administrative fee as set forth in Section 5 of the Contract shall not be broken out as
a separate line item when pricing or invoice is provided to Customer.
MM. Appendix A, Section 9., Contract Administration, A. Contract Managers is hereby restated in
its entirety as follows:
DIR and the Vendor will each provide a Contract Manager to support the Contract.
Information regarding the Contract Manager will be posted on the Internet website
designated for the Contract.
1) State Contract Manager

DIR shall provide a Contract Manager whose duties shall include but not be limited to: (i)
advising DIR and Vendor of Vendor’s compliance with the terms and conditions of the
Contract, (ii) periodic verification of product pricing, and iii) verification of monthly reports
submitted by Vendor.
2) Vendor Contract Manager

Vendor shall designate a contact person or persons as the Contract Manager to manage
Vendor’s administrative responsibilities under the Contract. Such Contract Manager will
be the point of contact to facilitate matters including but not limited to the following (i)
supporting the management of the Contract, (ii) facilitating dispute resolution between a
Reseller and a Customer, and (iii) advising DIR of Reseller performance under the terms
and conditions of the Contract. DIR reserves the right to require a change in Vendor’s then-
current Contract Administrator(s) if the assigned Contract Administrator(s) is not or are
not, in the reasonable opinion of DIR, adequately serving the needs of the State.
NN. Appendix A, Section 9.B, Reporting and Administrative Fees is hereby restated in its entirety
as follows:
1) Reporting Responsibility
a) Vendor shall be responsible for reporting all products and services purchased through
Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract
reports, and pay the administrative fees in accordance with the due dates specified in this
section.
b) DIR shall have the right to verify required reports and to take any actions necessary to
enforce its rights under this section, including but not limited to compliance checks of
Vendor’s applicable records pertaining directly to Vendor’s performance of services or
delivery of products under the Contract at no cost provided that such request for
verification under this section is made no more than once per month.

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2) Detailed Monthly Report

Vendor shall electronically provide DIR with a detailed monthly report in the format
required by DIR showing the dollar volume of any and all sales under the Contract for the
previous calendar month period. Reports shall be submitted to the DIR ICT Cooperative
Contracts E-Mail Box at ict.sales@dir.texas.gov. Reports are due on the fifteenth (15th)
calendar day after the close of the previous month period; provided that if the 15th calendar
day falls on a non-business day, then the reports shall be due on the next business day. It is
the responsibility of Vendor to collect and compile all sales under the Contract from
participating Order Fulfillers and submit one (1) monthly report. The monthly report shall
include, per transaction: the detailed invoices for the reporting period, Customer name,
invoice date, invoice number, description, quantity, MSRP or List Price (if available),
extended price, Customer Purchase Order number, contact name, Customer’s complete
billing address, the estimated administrative fee due for the reporting period, and other
information as reasonably required by DIR for all similarly situated vendors; provided,
however, that DIR shall provide Vendor adequate advance notice and time to review and
include such information in the reports. Each report must contain all information listed
above per transaction or the report will be rejected and returned to the Vendor for
correction in accordance with this Section. Notwithstanding the foregoing, should a
Reseller be delinquent in providing information to Vendor for inclusion in the related
month’s report and such report has been submitted to DIR by Vendor, Vendor may include
such information in the subsequent month’s report rather than correcting or updating the
corresponding month’s report, and Vendor shall not be deemed to have delivered a late or
inaccurate report.
3) Historically Underutilized Businesses Subcontract Reports

a) Upon request by Customer or DIR, Vendor shall electronically provide each Customer with
Vendor’s relevant Historically Underutilized Business Subcontracting Report, pursuant to
the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be
submitted to DIR.
b) Reports shall be due in accordance with the applicable provisions of the Texas
Administrative Code, Title 34, Part 1, Chapter 20, Section 20.14.
4) DIR Administrative Fee

a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating,
executing, and administering the Contract. The maximum administrative fee is set by the
Texas Legislature in the biennial General Appropriations Act. Payment of the administrative
fee shall be due on the twentieth (20th) calendar day after the close of the previous month
period, provided that if the twentieth (20th) calendar day falls on a non-business day, then
the administrative fee shall be due on the next business day. DIR may change the amount
of the administrative fee upon thirty (30) days written notice to Vendor without the need
for a formal contract amendment.
b) Vendor shall reference the DIR Contract number, reporting period, and administrative
fee amount on any remittance instruments.

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5) Accurate and Timely Submission of Reports

a) The reports and administrative fees shall be accurate and timely and submitted in
accordance with the due dates specified in this Section. Vendor shall correct any inaccurate
reports or administrative fee payments within five (5) business days upon written
notification by DIR. Vendor shall deliver any late reports or late administrative fee payments
within five (5) business days upon written notification by DIR. If Vendor is unable to correct
inaccurate reports or administrative fee payments or deliver late reports and fee payments
within five (5) business days, Vendor must contact DIR and provide a corrective plan of
action, including the timeline for completion of correction. The corrective plan of action
shall be subject to DIR approval.
b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of
reports and payments within the corrective plan of action timeline, DIR reserves the right
to require an independent third party audit of the Vendor’s records as specified in C.3 of
this Section at Vendor's expense. Vendor and DIR will attempt to mutually select and agree
on the auditor; however, if they cannot do so within 30 days, then DIR will make the
selection. If Vendor is found to be responsible for financially inaccurate reports, DIR may
invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30)
calendar days of receipt.
Failure to timely submit three (3) reports or administrative fee payments within any rolling
twelve (12) month period may, at DIR’s discretion, result in the addition of late fees of
$100/day for each day the report or payment is due (up to $1000/month) or suspension or
termination of Vendor’s Contract.
OO. Appendix A, Section 9.C, Records and Audits is hereby restated in its entirety as follows:
1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as
acceptance of the authority of the State Auditor’s Office, or any successor agency or designee,
to conduct an audit or investigation in connection with those funds. Vendor further agrees to
cooperate fully with the State Auditor’s Office or its successor or designee in the conduct of
the audit or investigation, including providing all records requested. Vendor will ensure that
this clause concerning the authority to audit funds received indirectly by subcontractors
through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in
any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the
direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or
investigation by the State Auditor’s Office must provide the State Auditor’s Office with access
to any information the State Auditor’s Office considers relevant to the investigation or audit.
2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with
the Contract until the later of a period of four (4) years after termination of the Contract or
until full, final and unappealable resolution of all Compliance Check or litigation issues that
arise under the Contract. Such records shall include per transaction: the Order Fulfiller’s
company name if applicable, Customer name, invoice date, invoice number, description, part
number, manufacturer, quantity, MSRP or list price, unit price, extended price, Customer
Purchase Order number, contact name, Customer’s complete billing address, the calculations

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supporting each administrative fee owed DIR under the Contract, Historically Underutilized
Businesses Subcontracting reports, and such other documentation as DIR may request.
3) Vendor and/or Order Fulfillers shall provide all paper and electronic records, books,
documents, accounting procedures, practices, and any other items relevant to the
performance of the Contract to the DIR Internal Audit department or DIR Contract
Management staff, including the compliance checks designated by the DIR Internal Audit
department, DIR Contract Management staff, the State Auditor’s Office, and of the United
States, and such other persons or entities designated by DIR for the purposes of inspecting
(provided that such designee is not a competitor of Vendor), Compliance Checking and/or
copying such books and records. Vendor and/or Order Fulfillers shall provide copies and
printouts requested by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers
ten (10) business days’ notice prior to inspecting, Compliance Checking, and/or copying
Vendor’s and/or Order Fulfiller’s records. Vendor’s and/or Order Fulfillers records, whether
paper or electronic, shall be made available during regular office hours. Vendor and/or Order
Fulfiller personnel familiar with the Vendor’s and/or Order Fulfiller’s books and records shall
be available to the DIR Internal Audit department, or DIR Contract Management staff and
designees as needed. If Vendor is found to be responsible for inaccurate reports, DIR may
invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) calendar
days of receipt.
4) For procuring State Agencies whose payments are processed by the Texas Comptroller of
Public Accounts, the volume of payments made to Order Fulfillers through the Texas
Comptroller of Public Accounts and the administrative fee based thereon shall be presumed
correct unless Vendor can demonstrate to DIR’s reasonable satisfaction that Vendor’s
calculation of DIR’s administrative fee is correct.
PP. Appendix A, Section 10., Vendor Responsibilities, A. Indemnification, 1) Independent

Contractor, 2) Acts or Omissions, 3) Infringements and 4) Property Damage, is hereby
restated in their entirety as follows:
1) INDEPENDENT CONTRACTOR
VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT
IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF AN INDEPENDENT
CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER OR THE STATE
OF TEXAS.
2) Acts or Omissions
Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR
OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES,
FROM AND AGAINST ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND
ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts
or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or
suppliers of subcontractors in the execution or performance of the Contract and any Purchase
Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH
THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT

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WITHOUT FIRST OBTAINING CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER
OF ANY SUCH CLAIM.
3) Infringements
a) VENDOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND
CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,
AND/OR ASSIGNEES, FROM ANY AND ALL THIRD PARTY CLAIMS, WHICH PERTAIN TO
ORACLE- BRANDED PRODUCTS AND SERVICES, INVOLVING INFRINGEMENT OF UNITED
STATES PATENTS, COPYRIGHTS, TRADE AND SERVICE MARKS, AND ANY OTHER
INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE
PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND
THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY
SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING
ATTORNEYS' FEES, VENDOR–NEGOTIATED SETTLEMENT AMOUNTS, AND COURT-
AWARDED DAMAGES. THE DEFENSE SHALL BE COORDINATED BY VENDOR, WITH THE
OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT, AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT
WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY
GENERAL.
b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor

with notice of an actual or potential claim, Vendor may (or in the case of an injunction
against Customer, shall), at Vendor’s sole option and expense: (i) procure for the Customer
the right to continue to use the affected portion of the product or service, or (ii) modify or
replace the affected portion of the product or service with functionally equivalent or
superior product or service so that Customer’s use is non-infringing;
c) Vendor shall have no liability under this section if the alleged infringement is caused in
whole or in part by: (i) use of the product or service in combination with product or services
not provided under the Contract; (ii) use of the product or service for a purpose or in a
manner for which the product or service was not designed, as provided for in the user
documentation or the Service Specifications (as defined in Appendix M (Schedule C-Cloud
Services-Public Sector), as applicable; (iii) any modification made to the product without
Vendor’s written approval; (iv) any modifications made to the product by the Vendor
pursuant to Customer’s specific instructions, (v) any intellectual property right owned by
or licensed to Customer; (vi) any use of the product or service by Customer that is not in
conformity with the terms of any applicable license agreement; or (vii) if the Customer
uses a version of product or service which has been superseded via a patch, update,
upgrade, fix or similar method or process and the Customer is not using such newer version
of the product or service.
d) Vendor will transfer to Customer any third party intellectual property infringement
indemnification for non-Oracle Branded Products, Software, and Services delivered under
the Contract and transferable to Customer.

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e) This section provides the parties’ exclusive remedy for any infringement claims or
damages.
f) The parties hereby clarify that with respect to Cloud Services, Vendor will not indemnify
Customer to the extent that an infringement claim is based on Third Party Content (as
defined in Appendix M (Schedule C – Cloud Services – Public Sector)) or any material from
a third party portal or other external source that is accessible to Customer within or from
the Services (e.g., a social media post from a third party blog or forum, a third party Web
page accessed via a hyperlink, etc.). Vendor will not indemnify Customer for infringement
caused by such Customer’s actions against any third party if the Cloud Services as delivered
to such Customer and used in accordance with the terms of this Contract would not
otherwise infringe any third party intellectual property rights. With respect to Cloud
Services, the infringement indemnification does not include Separately Licensed Third
Party Technology (as defined in Appendix M (Schedule G – General Terms – Public Sector).
Solely with respect to Separately Licensed Third Party Technology that is part of or is
required to use the Cloud Services and that is used (a) in unmodified form, (b) as part of or
as required to use the Cloud Services, and (c) in accordance with the usage grant for the
relevant Cloud Services and all other terms and conditions of this Contract, Vendor will
indemnify Customer for infringement claims for Separately Licensed Third Party
Technology to the same extent as Vendor is required to provide infringement
indemnification under the terms of this Contract.
4) PROPERTY DAMAGE
Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES
FROM ANY AND ALL THIRD PARTY CLAIMS PERTAINING TO BODILY INJURY AND/OR
TANGIBLE PERSONAL PROPERTY DAMAGE DUE TO THE NEGLIGENCE, MISCONDUCT, OR
INTENTIONALLY WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS
EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS WHILE PERFORMING OR
PARTICIPATING IN SERVICES UNDER AN ORDER FORM AT THE CUSTOMER’S SITE, IF SUCH
ACTIONS OR OMISSIONS WERE NOT PROXIMATELY CAUSED BY THE ACTION OR OMISSION
OF THE CUSTOMER, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, AND/OR ASSIGNEES. VENDOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE
TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES, VENDOR-NEGOTIATED
SETTLEMENT AMOUNTS, AND COURT-AWARDED DAMAGES. THE DEFENSE SHALL BE
COORDINATED BY VENDOR, WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT, AND VENDOR MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. AS USED IN THIS SECTION, THE TERM “TANGIBLE
PERSONAL PROPERTY” SHALL NOT INCLUDE SOFTWARE, DOCUMENTATION, DATA OR
DATA FILES. VENDOR SHALL HAVE NO LIABILITY FOR ANY CLAIM OF BODILY INJURY
AND/OR TANGIBLE PERSONAL PROPERTY DAMAGE ARISING FROM USE OF SOFTWARE OR
HARDWARE, UNLESS THE INJURY OR DAMAGE WAS CAUSED BY VENDOR’S HARDWARE OR
SOFTWARE FAILING TO PERFORM ACCORDING TO ITS DOCUMENTATION OR
SPECIFICATIONS AS DESCRIBED IN, AND WITH REMEDIES SPECIFIED IN, VENDOR’S
ATTACHED WARRANTY PROVISIONS AND PRODUCT/SERVICE SPECIFICATIONS. THIS

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SECTION STATES THE PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDY FOR BODILY
INJURY AND PROPERTY DAMAGE.
QQ. Appendix A, Section 10.C, Vendor Certifications, is hereby restated in their entirety as
follows:
Vendor certifies, as of the effective date of this Contract and to the best of its knowledge that:
(i) it has not given, offered to give, and does not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip,
favor, or service to a public servant in connection with the Contract;
(ii) it is not currently delinquent in the payment of any franchise tax owed the State and
is not ineligible to receive payment under §231.006 of the Texas Family Code and
acknowledges the Contract may be terminated and payment withheld if this
certification is inaccurate;
(iii) it has not violated the antitrust laws of the United States or the State of Texas, nor
communicated directly or indirectly to any competitor or any other person engaged
in such line of business for the purpose of obtaining an unfair price advantage;
(iv) it has not received payment from DIR or any of its employees for participating in the
preparation of the Contract;
(v) under Section 2155.004, Texas Government Code, it is not ineligible to receive the
specified contract and acknowledges that this Contract may be terminated and
payment withheld if this certification is inaccurate;
(vi) there are no suits or proceedings pending or threatened against or affecting it, which
if determined adversely to them will have a material adverse effect on the ability to
fulfill its obligations under the Contract;
(vii) it is not suspended or debarred from doing business with the federal government as
listed in the System for Award Management (SAM) maintained by the General
Services Administration;
(viii) it is not listed in the prohibited vendors list authorized by Executive Order #13224,
"Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism”, published by the United States Department of the
Treasury, Office of Foreign Assets Control;
(ix) to the extent applicable to this scope of this Contract, it is in compliance with
Subchapter Y, Chapter 361, Health and Safety Code related to the Computer
Equipment Recycling Program and its rules, 30 TAC Chapter 328;
(x) it agrees that any payments due under this contract will be applied towards any debt,
including but not limited to delinquent taxes and child support that is owed to the
State of Texas;
(xi) it is in compliance Section 669.003, Texas Government Code, relating to contracting
with executive head of a state agency;
(xii) it certifies for itself and its subcontractors that it has identified all current or former,
within the last five years, employees of the State of Texas assigned to work on the
Contract 20% or more of their time and has disclosed them to DIR and has disclosed
or does not knowingly employ any relative of a current or former state employee
within two degrees of consanguinity, and, if these facts change during the course of
the Contract, it shall disclose for itself and on behalf of subcontractors the fact of the
change, the nature of the change and, unless prohibited by law, the name and other

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pertinent information about the employment of current and former employees and
their relatives within two degrees of consanguinity. If the preceding is prevented by
law, Vendor shall provide the citation to the law to DIR;
(xiii) it represents and warrants that the provision of products and services or other
performance under the Contract will not constitute an actual or potential conflict of
interest and certifies that it will not reasonably create the appearance of impropriety,
and, if these facts change during the course of the Contract, it certifies that it shall
disclose the actual or potential conflict of interest and any circumstances that create
the appearance of impropriety;
(xiv) Under Section 2155.006 and Section 2261.053, Texas Government Code, it is not
ineligible to receive the specified contract and acknowledges that this contract may
be terminated and payment withheld if this certification is inaccurate;
(xv) it has complied with the Section 556.0055, Texas Government Code, restriction on
lobbying expenditures;
(xvi) it represents and warrants that the Customer’s payment and the Vendor’s receipt of
appropriated or other funds under this Contract are not prohibited by Sections
556.005 or Section 556.008, Texas Government Code;
(xvii) to the extent applicable to this scope of this contract, it is authorized to sell and
provide warranty support for all products and services listed in Appendix C of this
contract;
(xviii) it represents and warrants that in accordance with Section 2270.002 of the Texas
Government Code, by signature hereon, Vendor does not boycott Israel and will not
boycott Israel during the term of this contract.
The foregoing certifications, representations and warranties apply only as to Vendor and any
of Vendor’s acquired companies from and after the date of acquisition. In addition, Vendor
acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in
fulfilling the terms of the Contract. During the term of the Contract, Vendor shall, for itself
and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to the
foregoing certifications, representations and warranties. Vendor will use commercially
reasonable efforts to cooperate in the development and execution of resulting
documentation necessary to maintain an accurate record of the certifications,
representations and warranties.
In addition, Vendor understands and agrees that if Vendor responds to certain Customer
pricing requests or Statements of Work, then, in order to Contract with the Customer, Vendor
may be required to comply with additional terms and conditions or certifications that an
individual customer may require due to state and federal law (e.g., privacy and security
requirements).
RR. Appendix A, Section 10.D, Ability to Conduct Business in Texas, is hereby restated in its
Vendor is authorized and validly existing under the laws of its state of organization, and shall
be authorized to do business in the State of Texas in accordance with Texas Business
Organizations Code, Title 1, Chapter 9.

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SS. Appendix A, Section 10.E, Equal Opportunity Compliance, is hereby restated in its entirety
as follows:
Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to
equal employment opportunity, including federal laws and the laws of the State in which its
primary place of business is located. In accordance with such laws, regulations, and executive
orders, the Vendor agrees that no person in the United States shall, on the grounds of race,
color, religion, national origin, sex, age, veteran status or handicap, be excluded from
employment with or participation in, be denied the benefits of, or be otherwise subjected to
discrimination under any program or activity performed by Vendor under the Contract. If
Vendor is found to be not in compliance with these requirements during the term of the
Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon
reasonable request, Vendor will furnish information regarding its nondiscriminatory hiring
and promotion policies, as well as necessary information on the composition of its principals
and staff, including minorities and women in management or other positions with
discretionary or decision-making authority.
TT. Appendix A, Section 10.F, Use of Subcontractors, is hereby restated in its entirety as
follows:
If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a
good faith effort in the submission of its Subcontracting Plan in accordance with the State’s
Policy on Utilization of Historically Underutilized Businesses (HUB). A revised Subcontracting
Plan approved by DIR’s HUB Office shall be required before Vendor can engage additional
subcontractors in the performance of this Contract. Vendor shall remain solely responsible
for the performance of its obligations under the Contract.
UU. Appendix A, Section 10.G, Responsibility for Actions, is hereby restated in its entirety as
follows:
1) Vendor is solely responsible for its actions and those of its agents, employees, or
subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to
act or speak on behalf of DIR or the State.
2) Vendor covenants to fully cooperate with DIR to update and amend the Contract to
accurately disclose employment of current or former State employees and their relatives
and/or the status of conflicts of interest. If the preceding is prevented by law, Vendor must
provide the fact of the change, the nature of the change, and the citation to the law
preventing further disclosure to DIR.
VV. Appendix A, Section 10.H, Confidentiality, is hereby restated in its entirety as follows:
1) Vendor acknowledges that DIR and Customers that are governmental bodies as defined
by Texas Government Code, Section 552.003 are subject to the Texas Public Information Act.
Vendor also acknowledges that DIR and Customers that are governmental bodies will comply
with the Public Information Act, and with all opinions of the Texas Attorney General’s office
concerning this Act. DIR and Customers agree to provide Vendor reasonable notice prior to

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disclosing any Vendor Confidential Information in response to a valid request made pursuant
to the Texas Public Information Act.
2) By virtue of the Contract and orders submitted under the Contract, DIR, the Customer and
Vendor may have access to information that is confidential to one another (“Confidential
Information”). Each of the parties agrees to disclose only Confidential Information that is
required for the performance of obligations under the Contract or any Order Form (and
corresponding Purchase Order). Confidential Information shall be limited to 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 party by a third party without restriction
on the disclosure; (d) is independently developed by the other party or (e) is required to be
disclosed pursuant to the Texas Public Information Act. Except as set forth in the immediately
following sentence, the parties agree to hold each other’s Confidential Information in
confidence for a period of three years from the date of disclosure. Regarding any Cloud
Services purchased by a Customer, with respect to such Customer Your Content (as defined
in Appendix M) and Your Applications (as defined in Appendix M) residing in the applicable
Services Environment (as defined in Appendix M) will be considered Confidential Information,
and Vendor will (i) hold such Confidential Information in confidence for as long as it resides in
the Services Environment and (ii) protect the confidentiality of such Confidential Information
in accordance with the Vendor security practices defined in the Service Specifications (as
defined in Appendix M) applicable to such Customer’s order. Also, each of the parties agrees
to disclose Confidential Information only to those employees or agents who are required to
protect it against unauthorized disclosure. Nothing shall prevent any party from disclosing the
terms or pricing under the Contract or orders submitted under the Contract in any legal
proceeding arising from or in connection with the Contract or disclosing the Confidential
Information to a federal or state governmental entity as required by law.
WW. Appendix A, Section 10.I, Security of Premises, Equipment, Data and Personnel, is hereby
When performing on-site installation services and/or packaged services for a Customer under
an Order Form, Vendor and/or Order Fulfiller may, from time to time during the performance
of the Contract, have access to the personnel, premises, equipment, and other property,
including data, files and /or materials that Vendor did not create as a deliverable under an
Order Form (collectively referred to as “Data”) belonging to the Customer. When performing
on-site services, Vendor and/or Reseller shall follow Customer’s instructions to preserve the
safety, security, and the integrity of the personnel, premises, equipment, Data and other
property of the Customer, in accordance with the reasonable instructions of the Customer
which will be provided to Vendor in advance in writing to the extent practicable. Vendor
and/or Reseller shall be responsible for damage to Customer's equipment, workplace, and its
contents (but excluding software, documentation, Data or data files) when such damage is
caused by the negligent or intentionally wrongful actions or omissions of its employees or
subcontractors if such actions or omissions were not proximately caused by the action or
omission of the Customer or any third party. If a Vendor and/or Reseller fails to comply with

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Customer’s security requirements (provided that the Customer provides the security
requirements to Vendor in advance and as provided above in this Section, then Customer may
immediately terminate its Purchase Order and related Order Form.
XX. Appendix A, Section 10.J, Background and/or Criminal History Investigation is hereby
Prior to commencement of any services, background and/or criminal history investigation of

the Vendor and/or Order Fulfiller’s employees and subcontractors who will be providing
services to the Customer under the Contract may be performed by certain Customers having
legislative authority to require such investigations. Should any employee or subcontractor of
the Vendor and/or Order Fulfiller who will be providing services to the Customer under the
Contract not be acceptable to the Customer as a result of the background and/or criminal
history check, then Customer may immediately terminate its Purchase Order and related
Order Form or request replacement of the employee or subcontractor in question. In the
event that Customer conducts a background check on Vendor and/or Order Fulfiller
personnel under the Contract, the terms of such background check will be outlined in the
applicable Order Form.
YY. Appendix A, Section 10.K, Limitation of Liability, is hereby restated in its entirety as follows:
1) For any claim or cause of action arising under or related to the Contract or any Order Form
(and corresponding Purchase Order: (a) to the extent not prohibited by the Constitution and
the laws of the State of Texas, none of the parties shall be liable to the other for any indirect,
incidental, punitive, special, or consequential damages, even if it is advised of the possibility
of such damages, or any loss of profits, revenue, data or data use; and (b) except with respect
to the exclusive infringement indemnification provided for in Appendix A, Section 10.A.3,
Vendor’s maximum liability for damages of any kind arising out of or related to the Contract
or any Order Form (and corresponding Purchase Order), whether in contract or tort, or
otherwise, to the Customer shall be limited to the total amount paid to the Order Fulfiller by
such Customer under the Contract during the twelve months immediately preceding the
accrual of the claim or cause of action, and if such damages result from Customer’s use of
programs, hardware or services, such liability shall be limited to the fees paid by such
Customer to Order Fulfiller for the deficient program, hardware or services giving rise to the
liability.
2) Notwithstanding clause (1)(a) in the immediately preceding paragraph in this section

10.K, for any claim or cause of action arising out of the misappropriation of a Customer’s
nonpublic personal information residing in such Customer’s Services Environment (as defined
in Appendix M) that results solely from Vendor’s breach of its security practices incorporated
into such Customer’s applicable order of Cloud Services (as defined in Appendix M), Vendor’s
aggregate liability for damages of any kind under the Contract shall be limited to four (4) times
the total amounts actually paid to Vendor for the Cloud Services under the order that is
subject of the claim in the 12-month period immediately preceding the event giving rise to
such claim; Vendor’s aggregate liability under the Contract shall not exceed $3,000,000.

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3) For any claim or cause of action arising exclusively from Platform-as-a-Service and/or
Infrastructure-as-a-Service Cloud Services under this Contract: (a) to the extent not prohibited
by the Constitution and the laws of the State of Texas, none of the parties shall be liable to
the other for indirect, incidental, punitive, special, or consequential damages, even if it is
advised of the possibility of such damages, or any loss of profits, revenue, data or data use;
and (b) Vendor’s aggregate liability for damages of any kind under the Contract other than for
claims for third party patent, trademark or copyright infringement (“IP Claims”) shall be
limited to the lesser of: (y) thirty-six times the average monthly amount paid to Vendor under
the Contract during the twelve months immediately preceding the accrual of the claim or
cause of action; or (z) $20,000,000. Vendor’s aggregate liability under the Contract for IP
Claims shall not exceed $15,000,000. CUSTOMERS SHOULD EVALUATE THEIR RISK FOR EACH
PURCHASE: IF NEEDED, CUSTOMERS MAY NEGOTIATE HIGHER LIMITATIONS OF LIABILITY.
ZZ. Appendix A, Section 10.M, Prohibited Conduct, is hereby restated in its entirety as follows:
Vendor represents and warrants that, to the best of its knowledge as of the date of this
certification, Vendor has not communicated its response to the Request for Offer directly or
indirectly to any competitor or any other person engaged in such line of business during the
procurement for the Contract.
AAA. Appendix A, Section 10.N, Required Insurance Coverage, is hereby restated in its entirety as
follows:
As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage
within five (5) business days of execution of the Contract if the Vendor is awarded services
which require that Vendor’s employees perform work at any Customer premises and/or use
employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a
Customer to provide services on Customer premises, the Vendor shall, at its own expense,
secure and maintain the insurance coverage specified herein, and shall provide proof of such
insurance coverage to the related Customer within five (5) business days following the
execution of the Purchase Order. Vendor may not begin performance under the Contract
and/or a Purchase Order until such proof of insurance coverage is provided to, and approved
by, DIR and the Customer. All required insurance must be issued by companies that have an
A rating and a Financial Size Category Class of VII from A.M. Best and are licensed in the State
of Texas, and authorized to provide the corresponding coverage. The Customer and DIR will
be named as Additional Insureds on all required coverage. Required coverage must remain in
effect through the term of the Contract and each Purchase Order issued to Vendor there
under. The minimum acceptable insurance provisions are as follows:
1) Commercial General Liability

Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury
and Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense
per person of $5,000; Personal Injury and Advertising Liability of $1,000,000;
Products/Completed Operations Aggregate Limit of $2,000,000; and Damage to Premises
Rented: $50,000. Agencies may require additional Umbrella/Excess Liability insurance.
The policy shall contain the following provisions:

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a) Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer listed as an additional insured;
d) Waiver of Subrogation.
2) Workers’ Compensation Insurance

Workers’ Compensation Insurance and Employers’ Liability coverage must include limits
consistent with statutory benefits outlined in the Texas Workers’ Compensation Act
(Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers’
Liability of $1,000,000 bodily injury per accident, $1,000,000 bodily injury disease per
employee and $1,000,000 per disease policy limit.
3) Business Automobile Liability Insurance

Business Automobile Liability Insurance must cover all owned, non-owned and hired
vehicles with a minimum combined single limit of $500,000 per occurrence for bodily
injury and property damage. The policy shall contain the following endorsements in
favor of DIR and/or Customer:
a) Waiver of Subrogation; and

b) Additional Insured.
BBB. Appendix A, Section 10.P, Immigration, is hereby restated in its entirety as follows:
Vendor shall comply with all requirements related to federal immigration laws and
regulations, including but not limited to, the Illegal Immigration Reform and Immigrant
Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et seq.)
regarding employment verification and retention of verification forms for any U.S. based
employee(s) who will perform any labor or services pursuant to an Order Form under this
Contract.
The Vendor shall require its subcontractors to comply with the requirements of this Section
and the Vendor is responsible for the compliance of its subcontractors. Nothing herein is
intended to exclude compliance by Vendor and its subcontractors with all other relevant
federal immigration statutes and regulations promulgated pursuant thereto.
CCC. Appendix A, Section 10.R, Product and/or Service Substitutions, is hereby restated in its
Vendor may make product substitutions and modifications that do not cause a material
adverse effect on overall product performance. Any changes to Vendor’s services will not
result in a material reduction in the level of services provided for supported programs or
hardware during the period for which fees for such services have been paid.

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DDD. Appendix A, Section 10.S, Secure Erasure of Hard Disk Products and/or Services, is deleted
in its entirety.
Vendor agrees that all products and/or services equipped with hard disk drives (i.e.
computers, telephones, printers, fax machines, scanners, multifunction devices, etc.) shall
have the capability to securely erase data written to the hard drive prior to final disposition
of such products and/or services, either at the end of the Customer’s Managed Services
product’s useful life or the end of the related Customer Managed Services Agreement for such
products and/ services, in accordance with NIST 800-88, and in accordance with 1 TAC 202 to
the extent 1 TAC 202 contains the same guidelines or requirements contained in NIST 800-88.
EEE. Appendix A, Section 10.T, Deceptive Trade Practices; Unfair Business Practices, is hereby
1) Vendor represents and warrants that as of the effective date of this Contract and to the
best of its knowledge, neither Vendor nor any of its Subcontractors has been (i) found liable
in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices
violations as defined under Chapter 17, Texas Business & Commerce Code, or (ii) has
outstanding allegations of any Deceptive Trade Practice pending in any administrative
hearing, litigation or other proceeding.
2) Vendor certifies that as of the effective date of this Contract and to the best of its
knowledge it has no officers who have served as officers of other entities who (i) have been
found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade
Practices violations or (ii) have outstanding allegations of any Deceptive Trade Practice
pending in any administrative hearing, litigation or other proceeding.
FFF. Appendix A, Section 10.U, Drug Free Workplace Policy is hereby restated in its entirety as
follows:
Vendor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988
41 U.S.C. §8101-8106 and maintain a drug-free work environment.
GGG. Appendix A, Section 10.V, Accessibility of Public Information, is hereby restated in its
1) Pursuant to S.B. 1368 of the 83rd Texas Legislature, Regular Session, upon reasonable
written request to Vendor, Vendor shall make any public information (as defined in Texas
Government Code Section 552.002) in Vendor’s possession which was created or exchanged
with the State pursuant to this Contract, and not otherwise excepted from disclosure under
the Texas Public Information Act, available in paper or electronic format that is accessible by
the public to the State. For the avoidance of doubt, providing any such information under
this Section shall not be deemed a violation of any confidentiality provision by Vendor under
this Contract or any Order Form. Public information requests must be directed to the
appropriate government employee in accordance with the statute.

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2) Each State government entity may supplement the provision set forth in Subsection 10.V.1,
above, with any applicable additional terms agreed upon by the parties and set forth in the
relevant Order Form regarding the specific format by which the Vendor is required to make
the information accessible by the public.
HHH. Appendix A, Section 11., Contract Enforcement, A. Enforcement of Contract and Dispute
Resolution is hereby restated in its entirety as follows:
1) Vendor and DIR agree that a party’s failure to require strict performance of any provision
of the Contract shall not waive or diminish that party’s right thereafter to demand strict
compliance with that or any other provision.
2) To the extent required by law, or subsequently agreed to by Customer and Vendor, disputes
arising between a Customer and the Vendor and not resolved in the normal course of business
and not involving Vendor’s intellectual property shall be resolved in accordance with the
following dispute resolution process. DIR shall not be a party to any such dispute unless DIR,
Customer, and Vendor agree in writing.
3) State agencies are required by rule (34 TAC §20.115) to report vendor performance through
the Vendor Performance Tracking System (VPTS) on every purchase over $25,000.
4) In the event of any dispute or disagreement between the parties arising out of or relating
to this Contract or an Order Form (the “dispute”), the parties will endeavor to resolve the
dispute in accordance with this section. Either party may invoke this section by providing the
other party written notice of its decision to do so, including a description of the issues subject
to the dispute. Each party will appoint a Vice President (or the equivalent) to discuss the
dispute and no formal proceedings for the judicial resolution of such dispute, except for the
seeking of equitable relief, may begin until such Vice President (or the equivalent) concludes,
after a good faith effort to resolve the dispute, that resolution through continued discussion
is unlikely. The parties shall refrain from exercising any termination right and shall continue
to perform their respective obligations under this Contract and the applicable Order Form
while the parties endeavor to resolve the dispute under this section, provided that, any party
alleged to be in breach promptly makes good faith efforts to cure the breach and pursues the
cure in good faith.
III. Appendix A, Section 11.B, Termination, is restated in its entirety as follows:
1) Termination for Non-Appropriation
a) Termination for Non-Appropriation by Customer

Customer may terminate Order Forms if funds sufficient to pay its obligations under the
Contract are not appropriated: i) by the governing body on behalf of local governments;
ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority
provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317,
Texas Government Code. In the event of non-appropriation, Vendor and/or Order
Fulfiller will be provided ten (10) calendar days written notice of intent to terminate.
Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted

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delivery of the product or services, they are obligated to pay for the product or services.
In the event of such termination, the Customer will not be considered to be in default or
breach under this Contract, nor shall it be liable for any further payments ordinarily due
under this Contract, nor shall it be liable for any damages or any other amounts which are
caused by or associated with such termination.
b) Termination for Non-Appropriation by DIR

DIR, in its capacity as the administrator of the Contract, may terminate Contract if funds
sufficient to pay its obligations, in its capacity as the administrator of the Contract, under
the Contract are not appropriated: by the i) Texas legislature or ii) by budget execution
authority provisioned to the Governor or the Legislative Budget Board as provided in
Chapter 317, Texas Government Code. In the event of non-appropriation, Vendor and/or
Order Fulfiller will be provided thirty (30) calendar days written notice of intent to
terminate. In the event of such termination, DIR will not be considered to be in default or
breach under this Contract, nor shall it be liable for any further payments ordinarily due
under this Contract, nor shall it be liable for any damages or any other amounts which are
caused by or associated with such termination.
2) Absolute Right
DIR shall have the absolute right to terminate the Contract without recourse in the event that:
i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order
#13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism”, published by the United States Department of the
Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from
doing business with the federal government as listed in the System for Award Management
(SAM) maintained by the General Services Administration; or (iii) Vendor is found by DIR to
be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas
Government Code. Vendor shall be provided written notice in accordance with Section 12.A,
Notices, of intent to terminate.
3) Termination for Convenience

DIR or Vendor may terminate the Contract, in whole or in part, by giving the other party thirty
(30) calendar days written notice. A Customer may terminate an Order Form and
corresponding Purchase Order for technical support services by giving the other party thirty
(30) calendar days written notice. If a Customer terminates an Order Form and corresponding
Purchase Order for technical support services pursuant to this provision, the Customer shall
pay for the amounts that have accrued for the products and services received prior to the
termination of such Order Form and corresponding Purchase Order.
4) Termination for Cause

a) Contract
Either DIR or Vendor may issue a written notice of default to the other upon the
occurrence of a material breach of any covenant, warranty or provision of the Contract,
upon the following preconditions: first, the parties must comply with the requirements of
Section 11.A.2 above in an attempt to resolve a dispute; second, after complying with
Section 11.A.2 above, and the dispute remains unresolved, then the non-defaulting party
shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said

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default. If the defaulting party fails to cure said default within the timeframe allowed, the
non-defaulting party may, at its option and in addition to any other remedies it may have
available, cancel and terminate the Contract. Customers purchasing products or services
under the Contract have no power to terminate the Contract for default.
b) Order Form/Purchase Order

Customer or Order Fulfiller may terminate an Order Form and corresponding Purchase
Order upon the occurrence of a material breach of any term or condition: (i) of the
Contract, or (ii) included in the Order Form in accordance with Section 4.B.2 above, upon
the following preconditions: first, the parties must comply with the requirements of
Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after
complying with Chapter 2260, Texas Government Code, and the dispute remains
unresolved, then the non-defaulting party shall give the defaulting party thirty (30)
calendar days from receipt of notice to cure said default. If the defaulting party fails to
cure said default within the timeframe allowed, the non-defaulting party may, at its
option and in addition to any other remedies it may have available, cancel and terminate
the Order Form and the corresponding Purchase Order. If a Customer terminates an
Order Form and corresponding Purchase Order pursuant to this provision, the Customer
shall pay for the amounts that have accrued for the products and services received prior
to the termination of such Order Form and corresponding Purchase Order.
5) Customer Rights Under Termination

Except as provided in Section 11.B.6 below, in the event the Contract expires or is terminated
for any reason in accordance with Section 11.B, a Customer shall retain its rights under the
Contract and the Order Form and corresponding Purchase Order accepted by Order Fulfiller
prior to the termination or expiration of the Contract. The Order Form and corresponding
Purchase Order shall survive the expiration or termination of the Contract for its then
effective term.
6) Vendor or Reseller Rights Under Termination

In the event a license is terminated by the Vendor under Section 7.C or Section 10.A above or
an Order Form and a corresponding Purchase Order expires or is terminated by Vendor or
Order Fulfiller pursuant to Section 11.B.4.b above, a Customer 1) shall pay within thirty (30)
calendar days of such termination all amounts which have accrued prior to such termination,
as well as all sums remaining unpaid for (i) hardware and programs ordered and, if applicable
under this Contract accepted, and/or (ii) services received under the Order Form and
corresponding Purchase Order and 2) may not use the programs and/or services under
Section 7.C or Section 10.A above or ordered under the terminated Order Form and
corresponding Purchase Order.
JJJ. Appendix A, Section 11.C, Force Majeure, is restated in its entirety as follows:
DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for
any period when performance is prevented as the result of an act of God, strike, war, civil
disturbance, epidemic, electrical, Internet or telecommunication outage not caused by the
obligated party, government restrictions (including the denial or cancellation of any export or
other license), or court order or other event outside the reasonable control of the obligated

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party, provided that the party experiencing the event of Force Majeure has prudently and
promptly acted to take all reasonable steps that are within the party’s control to ensure
performance and to shorten the duration of the event of Force Majeure. The party suffering
an event of Force Majeure shall provide notice of the event to the other parties when
commercially reasonable. Subject to this provision, such non-performance shall not be
deemed a default or a ground for termination. If such Force Majeure event continues for more
than 90 calendar days, either party may cancel unperformed services upon written notice.
This section does not excuse any party’s obligation to take reasonable steps to follow its
normal disaster recovery procedures or the Customer’s obligations to pay for programs and
hardware delivered or services provided.
KKK. Appendix A, Section 12, Notification, is restated in its entirety as follows:
A. Notices
All notices, demands, designations, certificates, requests, offers, consents, approvals and
other instruments given pursuant to the Contract shall be in writing and shall be validly given
on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered
or certified mail, or hand delivered, or (ii) three business days after being mailed via United
States Postal Service. All notices under the Contract shall be sent to a party at the respective
address indicated in Section 6 of the Contract or to such other address as such party shall
have notified the other party in writing. Notwithstanding the foregoing, the parties hereby
clarify that with respect to the provision of Cloud Services, certain notices may be provided
in accordance with Section 17 of Appendix M (Schedule C—Cloud Services-Public Sector).
B. Handling of Written Complaints

In addition to other remedies contained in the Contract, a person contracting with DIR may
direct their written complaints to the following office:
Public Information Office
Attn: Public Information Officer
300 W. 15th Street, Suite 1300
Austin, Texas 78701
(512) 475-4759, facsimile
(Remainder of page intentionally left blank)

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This Contract is executed to be effective as of the date of last signature.
Authorized By: Signature on File
Name: Elizabeth Hwang
Manager, Public Sector Contracts

Title:
Date: 7/27/18
The State of Texas, acting by and through the Department of Information Resources
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 7/30/18
Office of General Counsel: db 7/30/18

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Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
Table of Contents
1. Contract Scope ....................................................................................................................... 1
2. No Quantity Guarantees ......................................................................................................... 1
3. Definitions.............................................................................................................................. 1
4. General Provisions ................................................................................................................. 2

A. Entire Agreement .......................................................................................................... 2
B. Modification of Contract Terms and/or Amendments .................................................. 2
C. Invalid Term or Condition ............................................................................................ 2
D. Assignment ................................................................................................................... 3
E. Survival ......................................................................................................................... 3
F. Choice of Law ............................................................................................................... 3
G. Limitation of Authority ................................................................................................. 3
H. Proof of Financial Stability ........................................................................................... 3
5. Intellectual Property Matters.................................................................................................. 3
A. Definitions..................................................................................................................... 3
B. Ownership. .................................................................................................................... 4
C. Further Actions. ............................................................................................................ 5
D. Waiver of Moral Rights. ............................................................................................... 5
E. Confidentiality. ............................................................................................................. 5
F. Injunctive Relief............................................................................................................ 6
G. Return of Materials Pertaining to Work Product. ......................................................... 6
H. Vendor License to Use. ................................................................................................. 6
I. Third-Party Underlying and Derivative Works. ........................................................... 6
J. Agreement with Subcontracts. ...................................................................................... 6
K. License to Customer. .................................................................................................... 6
L. Vendor Development Rights......................................................................................... 7
6. Product Terms and Conditions .............................................................................................. 7
A. Electronic and Information Resources Accessibility Standards, As Required
by 1 TAC Chapters 206 and 213 (Applicable to State Agency and
Institution of Higher Education Purchases Only) ......................................................... 7
B. Purchase of Commodity Items (Applicable to State Agency Purchases
Only) ............................................................................................................................. 7
7. Contract Fulfillment and Promotion ...................................................................................... 8
A. Service, Sales and Support of the Contract ................................................................... 8
B. Use of Order Fulfillers .................................................................................................. 8
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Appendix A
1) Designation of Order Fulfillers ............................................................................... 8

2) Changes in Order Fulfiller List ............................................................................... 8
3) Order Fulfiller Pricing to Customer ........................................................................ 8
C. Product Warranty and Return Policies .......................................................................... 9
D. Customer Site Preparation ............................................................................................ 9
E. Internet Access to Contract and Pricing Information ................................................... 9
1) Vendor Webpage .................................................................................................... 9
2) Accurate and Timely Contract Information ............................................................ 9
3) Webpage Compliance Checks .............................................................................. 10
4) Webpage Changes ................................................................................................. 10
5) Use of Access Data Prohibited ............................................................................. 10
6) Responsibility for Content .................................................................................... 10
F. DIR Logo .................................................................................................................... 10
G. Vendor and Order Fulfiller Logo ................................................................................ 10
H. Trade Show Participation............................................................................................ 10
I. Orientation Meeting .................................................................................................... 11
J. Performance Review Meetings ................................................................................... 11
K. DIR Cost Avoidance ................................................................................................... 11
8. Pricing, Purchase Orders, Invoices, and Payments .............................................................. 11
A. Manufacturer’s Suggested Retail Price (MSRP) or List Price.................................... 11
B. Customer Discount...................................................................................................... 11
C. Customer Price ............................................................................................................ 11
D. Shipping and Handling Fees ....................................................................................... 12
E. Tax-Exempt................................................................................................................. 12
F. Travel Expense Reimbursement ................................................................................. 12
G. Changes to Prices ........................................................................................................ 12
H. Purchase Orders .......................................................................................................... 12
I. Invoices ....................................................................................................................... 13
J. Payments ..................................................................................................................... 13
9. Contract Administration....................................................................................................... 13
A. Contract Managers ...................................................................................................... 13
1) State Contract Manager......................................................................................... 13
2) Vendor Contract Manager..................................................................................... 13
B. Reporting and Administrative Fees ............................................................................ 14
1) Reporting Responsibility ...................................................................................... 14
2) Detailed Monthly Report ...................................................................................... 14
3) Historically Underutilized Businesses Subcontract Reports................................. 14
4) DIR Administrative Fee ........................................................................................ 14
5) Accurate and Timely Submission of Reports ....................................................... 15
C. Records and Audit....................................................................................................... 15
D. Contract Administration Notification ......................................................................... 16
10. Vendor Responsibilities ....................................................................................................... 16
A. Indemnification ........................................................................................................... 16
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Appendix A
1) INDEPENDENT CONTRACTOR ....................................................................... 16

2) ACTS OR OMISSIONS ....................................................................................... 16
3) INFRINGEMENTS .............................................................................................. 17
4) PROPERTY DAMAGE........................................................................................ 17
B. Taxes/Worker’s Compensation/UNEMPLOYMENT INSURANCE ........................ 18
C. Vendor Certifications .................................................................................................. 18
D. Ability to Conduct Business in Texas......................................................................... 20
E. Equal Opportunity Compliance .................................................................................. 20
F. Use of Subcontractors ................................................................................................. 20
G. Responsibility for Actions .......................................................................................... 21
H. Confidentiality ............................................................................................................ 21
I. Security of Premises, Equipment, Data and Personnel ............................................... 21
J. Background and/or Criminal History Investigation .................................................... 21
K. Limitation of Liability................................................................................................. 21
L. Overcharges ................................................................................................................ 22
M. Prohibited Conduct ..................................................................................................... 22
N. Required Insurance Coverage ..................................................................................... 22
O. Use of State Property .................................................................................................. 23
P. Immigration................................................................................................................. 23
Q. Public Disclosure ........................................................................................................ 24
R. Product and/or Services Substitutions ........................................................................ 24
S. Secure Erasure of Hard Disk Products and/or Services .............................................. 24
T. Deceptive Trade Practices; Unfair Business Practices ............................................... 24
U. Drug Free Workplace Policy ...................................................................................... 24
V. Accessibility of Public Information ............................................................................ 24
W. Vendor Reporting Requirements ................................................................................ 25
11. Contract Enforcement .......................................................................................................... 25
A. Enforcement of Contract and Dispute Resolution ...................................................... 25
B. Termination ................................................................................................................. 25
1) Termination for Non-Appropriation ..................................................................... 25
2) Absolute Right ...................................................................................................... 26
3) Termination for Convenience ............................................................................... 26
4) Termination for Cause .......................................................................................... 26
5) Immediate Termination or Suspension ................................................................. 27
6) Customer Rights Under Termination .................................................................... 27
7) Vendor or Order Fulfiller Rights Under Termination........................................... 27
C. Force Majeure ............................................................................................................. 27
12. Notification .......................................................................................................................... 28
A. Notices ........................................................................................................................ 28
B. Handling of Written Complaints ................................................................................. 28
13. Captions ............................................................................................................................... 28
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The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the
Contract.
1. Contract Scope
Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED
The Vendor shall provide the products and related services specified in Section 3 of the Contract
for purchase by Customers. In addition, DIR and Vendor may agree to provisions that allow
Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms used in this
document shall have the meanings set forth below in Section 3.
2. No Quantity Guarantees
The Contract is not exclusive to the Vendor. Customers may obtain products and related services
from other sources during the term of the Contract. DIR makes no express or implied warranties
whatsoever that any particular quantity or dollar amount of products and related services will be
procured through the Contract.
3. Definitions
A. Customer - any Texas state agency, unit of local government, institution of higher education
as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of
Texas, the Lower Colorado River Authority, a private school, as defined by Section 5.001,
Education Code, a private or independent institution of higher education, as defined by
Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001,
Tax Code, and those state agencies purchasing from a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Government Code, any local government
as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code,
and the state agencies and political subdivisions of other states as authorized by Section
2054.0565, Texas Government Code and, except for telecommunications services under
Chapter 2170, Texas Government Code, assistance organizations as defined in Section
2175.001, Texas Government Code to mean:
1) A non-profit organization that provides educational, health or human services or
assistance to homeless individuals;
2) A nonprofit food bank that solicits, warehouses, and redistributes edible but
unmarketable food to an agency that feeds needy families and individuals;
3) Texas Partners of the Americas, a registered agency with the Advisory
Committee on Voluntary Foreign Aid, with the approval of the Partners of the
Alliance Office of the Agency for International Development;
4) A group, including a faith-based group, that enters into a financial or non-
financial agreement with a health or human services agency to provide services
to that agency’s clients;
5) A local workforce development board created under Section 2308.253;
6) A nonprofit organization approved by the Supreme Court of Texas that provides
free legal services for low-income households in civil matters;
7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by
the commissioner of agriculture as the foundation’s successor entity under
Section 74.1011, Texas Agriculture Code;
8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used
computer equipment to public school students and their families; and
9) A nonprofit organization that provides affordable housing.
B. Compliance Check – an audit of Vendor’s compliance with the Contract may be performed
by, but not limited to, a third party auditor, DIR Internal Audit department, or DIR contract
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management staff or their designees.

C. Contract – the document executed between DIR and Vendor into which this Appendix A is
incorporated.
E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays,
unless otherwise specified as calendar days. If the Contract calls for performance on a day that
is not a business day, then performance is intended to occur on the next business day.
F. Order Fulfiller – the party, either Vendor or a party that may be designated by Vendor, who
is fulfilling a Purchase Order pursuant to the Contract.
G. Purchase Order - the Customer’s fiscal form or format, which is used when making a purchase
(e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other
authorized instrument).
H. State – refers to the State of Texas.
4. General Provisions
A. Entire Agreement
The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the
Vendor. No statement, promise, condition, understanding, inducement or representation, oral or
written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits
shall be binding or valid.
B. Modification of Contract Terms and/or Amendments

1) The terms and conditions of the Contract shall govern all transactions by Customers under
the Contract. The Contract may only be modified or amended upon mutual written agreement
of DIR and Vendor.
additional Customer terms and conditions that do not conflict with the Contract and are
acceptable to Order Fulfiller may be added in a Purchase Order and given effect. No additional
term or condition added in a Purchase Order issued by a Customer can conflict with or diminish
a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order
issued by Customer hereunder will have no force and effect. In the event of a conflict between
a Customer’s Purchase Order and the Contract, the Contract term shall control.
3) Customers and Vendor will negotiate and enter into written agreements regarding statements
of work, service level agreements, remedies, acceptance criteria, information confidentiality and
security requirements, and other terms specific to their Purchase Orders under the Contract with
Vendors.
C. Invalid Term or Condition

1) To the extent any term or condition in the Contract conflicts with the applicable State and/or
United States law or regulation, such Contract term or condition is void and unenforceable. By
executing a contract which contains the conflicting term or condition, DIR makes no
representations or warranties regarding the enforceability of such term or condition and DIR
does not waive the applicable State and/or United States law or regulation which conflicts with
the Contract term or condition.
2) If one or more terms or conditions in the Contract, or the application of any term or condition
to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final
judgment or order of the State Office of Administrative Hearings or a court of competent
jurisdiction, the remainder of the Contract and the application of the term or condition to other
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parties or circumstances shall remain valid and in full force and effect.
D. Assignment
DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest
(for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent
company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party
by a governing body with the appropriate authority. Assignment of the Contract under the above
terms shall require written notification by the assigning party and, for Vendor, a mutually agreed
written Contract amendment. Any other assignment by a party shall require the written consent of
the other party and a mutually agreed written Contract amendment.
E. Survival
All applicable software license agreements, warranties or service agreements that were entered into
between Vendor and a Customer under the terms and conditions of the Contract shall survive the
expiration or termination of the Contract All Purchase Orders issued and accepted by Vendor or
Order Fulfiller shall survive expiration or termination of the Contract for the term of the Purchase
Order, unless the Customer terminates the Purchase Order sooner. However, regardless of the term
of the Purchase Order, no Purchase Order shall survive the expiration or termination of the Contract
for more than five years, unless Customer makes an express finding and justification for the longer
term. The finding and justification must either be included in the Purchase Order, or referenced in
it and maintained in Customer’s procurement record. Rights and obligations under this Contract
which by their nature should survive, including, but not limited to the DIR Administrative Fee; and
any and all payment obligations invoiced prior to the termination or expiration hereof; obligations
of confidentiality; and, indemnification, will remain in effect after termination or expiration hereof.
F. Choice of Law
The laws of the State shall govern the construction and interpretation of the Contract. Exclusive
venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its
Appendices shall be construed to waive the State’s sovereign immunity.
G. Limitation of Authority
Vendor shall have no authority to act for or on behalf of the Texas Department of Information
Resources or the State except as expressly provided for in this Contract; no other authority, power
or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of
any kind on behalf of the State or DIR.
H. Proof of Financial Stability

Either DIR or Customer may require Vendor to provide proof of financial stability prior to or at
any time during the contract term.
5. Intellectual Property Matters
A. Definitions
Statement of Work issued pursuant to this Contract, including any and all tangible or intangible
items or things that have been or will be prepared, created, developed, invented or conceived
at any time following the effective date of the Contract, including but not limited to any (i)
works of authorship (such as manuals, instructions, printed material, graphics, artwork, images,
illustrations, photographs, computer programs, computer software, scripts, object code, source
code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations,
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manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data,

information, multimedia files, text web pages or web sites, other written or machine readable
expression of such works fixed in any tangible media, and all other copyrightable works), (ii)
trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin,
(iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses,
inventions, formulas, discoveries, or improvements, including any patents, trade secrets and
know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the
foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other
goods, services or deliverables to be provided to Customer under the Contract or a Statement
of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or
were created, prepared, developed, invented or conceived for the use or benefit of Customer in
connection with this Contract or a Statement of Work, or with funds appropriated by or for
Customer or Customer’s benefit: (a) by any Vendor personnel or Customer personnel, or
(b) any Customer personnel who then became personnel to Vendor or any of its affiliates or
subcontractors, where, although creation or reduction-to-practice is completed while the person
is affiliated with Vendor or its personnel, any portion of same was created, invented or
conceived by such person while affiliated with Customer.
2) “Intellectual Property Rights” means the worldwide legal rights or interests evidenced by or
embodied in: (i) any idea, design, concept, personality right, method, process, technique,

Property Rights therein, created or developed by Vendor (a) prior to providing any Services or
Work Product to Customer and prior to receiving any documents, materials, information or
funding from or on behalf of Customer relating to the Services or Work Product, or (b) after
for Customer hereunder and were not created, prepared, developed, invented or conceived by
any Customer personnel who then became personnel to Vendor or any of its affiliates or
B. Ownership.
As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are
and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the
Work Product shall be considered “works made for hire” and that the Work Product shall, upon
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creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable
law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively
transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and
interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in
the Work Product, without the necessity of any further consideration, and Customer shall be entitled
to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product.
Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the
Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during
normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to
Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor
and Customer, as appropriate, will cooperate with one another and execute such other documents as
may be reasonably appropriate to achieve the objectives herein. No license or other right is granted
hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor.
C. Further Actions.
Vendor, upon request and without further consideration, shall perform any acts that may be deemed
reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership
and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest
extent possible, including but not limited to the execution, acknowledgement and delivery of such
further documents in a form determined by Customer. In the event Customer shall be unable to
obtain Vendor’s signature due to the dissolution of Vendor or Vendor’s unreasonable failure to
respond to Customer’s repeated requests for such signature on any document reasonably necessary
for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and
appoints Customer and its duly authorized officers and agents as Vendor’s agent and Vendor’s
attorney-in-fact to act for and in Vendor’s behalf and stead to execute and file any such document
and to do all other lawfully permitted acts to further any such purpose with the same force and effect
as if executed and delivered by Vendor, provided however that no such grant of right to Customer
is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with
respect to such document. It is understood that such power is coupled with an interest and is therefore
irrevocable. Customer shall have the full and sole power to prosecute such applications and to take
all other action concerning the Work Product, and Vendor shall cooperate, at Customer’s sole
expense, in the preparation and prosecution of all such applications and in any legal actions and
proceedings concerning the Work Product.
D. Waiver of Moral Rights.

Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or
to the Work Product which Vendor may now have or which may accrue to Vendor’s benefit under
U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise
under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt
of equitable compensation for its assignment and waiver of such Moral Rights. The term “Moral
Rights” shall mean any and all rights of paternity or integrity of the Work Product and the right to
object to any modification, translation or use of the Work Product, and any similar rights existing
under the judicial or statutory law of any country in the world or under any treaty, regardless of
whether or not such right is denominated or referred to as a moral right.
E. Confidentiality.
All documents, information and materials forwarded to Vendor by Customer for use in and
preparation of the Work Product shall be deemed the confidential information of Customer, and
subject to the license granted by Customer to Vendor under sub-paragraph H. hereunder. Vendor
shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion
thereof, in any manner without the prior written approval of Customer.
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F. Injunctive Relief.
The Contract is intended to protect Customer’s proprietary rights pertaining to the Work Product,
and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial
and irreparable harm to Customer’s business. Therefore, Vendor acknowledges and stipulates that a
court of competent jurisdiction may immediately enjoin any material breach of the intellectual
property, use, and confidentiality provisions of this Contract, upon a request by Customer, without
requiring proof of irreparable injury as same should be presumed.
G. Return of Materials Pertaining to Work Product.

Upon the request of Customer, but in any event upon termination or expiration of this Contract or a
Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the
Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals,
computer software, reports, data, and all other documents or materials (and copies of same)
generated or developed by Vendor or furnished by Customer to Vendor, including all materials
embodying the Work Product, any Customer confidential information, or Intellectual Property
Rights in such Work Product, regardless of whether complete or incomplete. This section is
intended to apply to all Work Product as well as to all documents and things furnished to Vendor by
Customer or by anyone else that pertain to the Work Product.
H. Vendor License to Use.

Customer hereby grants to Vendor a non-transferable, non-exclusive, royalty-free, fully paid-up
license to use any Work Product solely as necessary to provide the Services to Customer. Except as
provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work
Product in connection with the provision of services to its other customers without the prior written
consent of Customer, which consent may be withheld in Customer’s sole discretion.
I. Third-Party Underlying and Derivative Works.

To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product,
or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from
the applicable third party for Customer’s benefit, the irrevocable, perpetual, non-exclusive,
worldwide, royalty-free right and license, for Customer’s internal business purposes only, to (i) use,
execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon
such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to
Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the
foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such
materials include any Third Party IP. On request, Vendor shall provide Customer with
documentation indicating a third party’s written approval for Vendor to use any Third Party IP that
may be embodied or reflected in the Work Product.
J. Agreement with Subcontracts.

Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof
related to Work Product and Intellectual Property Rights with any employees, agents, consultants,
contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to
their providing such Services or Work Product, and that it shall maintain such written agreements at
all times during performance of this Contract, which are sufficient to support all performance and
grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly
upon request.
K. License to Customer.
Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer’s
internal business purposes, to use, copy, modify, display, perform (by any means), transmit and
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prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction

with the Work Product. The foregoing license includes the right to sublicense third parties, solely
for the purpose of engaging such third parties to assist or carryout Customer’s internal business use
of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor.
L. Vendor Development Rights.

To the extent not inconsistent with Customer’s rights in the Work Product or as set forth herein,
nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials
which are competitive with those produced as a result of the Services provided hereunder, provided
that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are
infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product,
or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to
offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in
good faith regarding an appropriate license and royalty agreement to allow for such.
6. Product Terms and Conditions

A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC

Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education
Purchases Only)
1) Effective September 1, 2006 state agencies and institutions of higher education shall procure
products which comply with the State Accessibility requirements for Electronic and Information
Resources specified in 1 TAC Chapters 206 and 213 when such products are available in the
commercial marketplace or when such products are developed in response to a procurement
solicitation.
2) Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide
DIR with a completed Voluntary Product Accessibility Template (VPAT) of the specified
product or a URL to the VPAT for reviewing compliance with the State Accessibility
requirements (based on the federal standards established under Section 508 of the Rehabilitation
Act).
B. Purchase of Commodity Items (Applicable to State Agency Purchases Only)

1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as
obtains an exemption from DIR or a written certification that a commodity is not on DIR contract
(for the limited purpose of purchasing from a local government purchasing cooperative).
modifications, versions, upgrades, enhancements, updates or replacements. Technology services
are the services, functions and activities that facilitate the design, implementation, creation, or
use of software or hardware. Technology services include seat management, staffing
augmentation, training, maintenance and subscription services. Technology services do not
include telecommunications services. Seat management is services through which a state agency
transfers its responsibilities to a vendor to manage its personal computing needs, including all
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necessary hardware, software and technology services.

7. Contract Fulfillment and Promotion
A. Service, Sales and Support of the Contract

Vendor shall provide service, sales and support resources to serve all Customers throughout the
State. It is the responsibility of the Vendor to sell, market, and promote products and services
available under the Contract. Vendor shall use its best efforts to ensure that potential Customers
are made aware of the existence of the Contract. All sales to Customers for products and services
available under the Contract shall be processed through the Contract.
B. Use of Order Fulfillers

DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and
support resources to Customers. Such participation is subject to the following conditions:
1) Designation of Order Fulfillers
a) Vendor may designate Order Fulfillers to act as the distributors for products and
services available under the Contract. In designating Order Fulfillers, Vendor must be in
compliance with the State’s Policy on Utilization of Historically Underutilized Businesses.
In addition to the required Subcontracting Plan, Vendor shall provide DIR with the
following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business
address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email
address and phone number.
b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller
participation or request that Vendor name additional Order Fulfillers should DIR determine
it is in the best interest of the State.
c) Vendor shall be fully liable for its Order Fulfillers’ performance under and compliance
with the terms and conditions of the Contract. Vendor shall enter into contracts with Order
Fulfillers and use terms and conditions that are consistent with the terms and conditions of
the Contract.
d) Vendor shall have the right to qualify Order Fulfillers and their participation under the
Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers
based upon Vendor’s established, neutrally applied criteria, ii) the criteria is not based on
a particular procurement, and iii) all Customers are supported under the different criteria.
e) Vendor shall not prohibit Order Fulfiller from participating in other procurement
2) Changes in Order Fulfiller List
Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written
authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good
faith effort in the revision of its Subcontracting Plan in accordance with the State’s Policy on
Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its
updated Subcontracting Plan and the Order Fulfiller information listed in Section 7.B.1.a
above.
3) Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within
Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in
Appendix C, Pricing Index, and shall include the DIR Administrative Fee. This pricing shall
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only be offered by Order Fulfillers to Customers for sales that pass through the Contract.
C. Product Warranty and Return Policies

Order Fulfiller will adhere to the Vendor’s then-currently published policies concerning product
warranties and returns. Product warranty and return policies for Customers will not be more
restrictive or more costly than warranty and return policies for other similarly situated Customers
for like products.
D. Customer Site Preparation

Customers shall prepare and maintain its site in accordance with written instructions furnished by
Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs
associated with the site preparation.
E. Internet Access to Contract and Pricing Information

1) Vendor Webpage
Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and
maintain a webpage specific to the products and services awarded under the Contract that are
clearly distinguishable from other, non-DIR Contract offerings on the Vendor’s website. The
webpage must include:
a) the products and services awarded;
b) description of product and service awarded
c) a current price list or mechanism (for example, a services calculator or product
builder) to obtain specific contracted pricing;
d) discount percentage (%) off MSRP or List Price;
e) designated Order Fulfillers;
f) contact information (name, telephone number and email address) for Vendor and
designated Order Fulfillers;
g) instructions for obtaining quotes and placing Purchase Orders;
h) warranty policies;
i) return policies;
without penalty.

Vendor warrants and represents that the website information specified in the above paragraph
will be accurately and completely posted, maintained and displayed in an objective and timely
manner. Vendor, at its own expense, shall correct any non-conforming or inaccurate
information posted at Vendor’s website within ten (10) business days after written notification
by DIR.
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will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable
documentation that pricing listed upon this webpage is compliant with the pricing as stated in
the Contract.
4) Webpage Changes
information, such data shall only be used internally by Vendor for the purpose of implementing
or marketing the Contract and shall not be disseminated to third parties or used for other
marketing purposes. The Contract constitutes a public document under the laws of the State
and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e.,
through use of restrictive technology or passwords.
materials at Vendor’s website. DIR reserves the right to require a change of listed content if, in
the opinion of DIR, it does not adequately represent the Contract.
F. DIR Logo
Vendor and Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers
with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed,
the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo
is only used to communicate the availability of products and services under the Contract to
G. Vendor and Order Fulfiller Logo

If DIR receives Vendor’s or Order Fulfiller’s prior written approval, DIR may use the Vendor’s and
Order’s Fulfiller’s name and logo in the promotion of the Contract to communicate the availability
of products and services under the Contract to Customers. Use of the logos may be on the DIR
website or on printed materials. Any use of Vendor’s and Order Fulfiller’s logo by DIR must comply
with and be solely related to the purposes of the Contract and any usage guidelines communicated
to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest
in or to Vendor’s or Order Fulfiller’ trademarks or the goodwill associated therewith, except for the
limited usage rights expressly provided by Vendor and Order Fulfiller.
H. Trade Show Participation

At DIR’s discretion, Vendor and Order Fulfillers may be required to participate in no more than two
DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at
the Vendor’s and Order Fulfiller’s expense, includes providing a manned booth display or similar
presence. DIR will provide four months advance notice of any required participation. Vendor and
Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend.
DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on
the Vendor’s or Order Fulfiller’s booth.
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I. Orientation Meeting
Within thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will
be required to attend an orientation meeting to discuss the content and procedures of the Contract to
include reporting requirements. DIR, at its discretion, may waive the orientation requirement for
Vendors who have previously held DIR contracts. The meeting will be held in the Austin, Texas
area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR’s
discretion. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for
attendance at the meeting.
J. Performance Review Meetings

DIR may require the Vendor to attend periodic meetings to review the Vendor’s performance under
the Contract, at DIR’s discretion. The meetings may be held within the Austin, Texas area at a date
and time mutually acceptable to DIR and the Vendor or by teleconference. DIR shall bear no cost
for the time and travel of the Vendor for attendance at the meeting.
K. DIR Cost Avoidance

avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide
DIR with a detailed report of a representative sample of products sold under the Contract. The report
shall contain: product part number, product description, list price and price to Customer under the
Contract.
8. Pricing, Purchase Orders, Invoices, and Payments

A. Manufacturer’s Suggested Retail Price (MSRP) or List Price

MSRP is defined as the product sales price list published in some form by the manufacturer or
publisher of a product and available to and recognized by the trade. A price list especially
prepared for a given solicitation is not acceptable.
B. Customer Discount
The minimum Customer discount for all products and services will be the percentage off MSRP
as specified in Appendix C, Pricing Index.
C. Customer Price
Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR SECTION C1
Customer Price = (MSRP or List Price – Customer Discount as set forth in Appendix C,
Pricing Index) x (1 + DIR Administrative Fee, as set forth in the Contract).
advantageous pricing or participate in special promotional offers. In such event, a copy of such
better offerings shall be furnished to DIR upon request.
3) If pricing for products or services available under this Contract is provided by the Vendor at
a lower price to: (i) an eligible Customer who is not purchasing those products or services under
this Contract or (ii) to any other customer under the same terms and conditions provided for
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the State for the same commodities and services under this contract, then the available
Customer Price in this Contract shall be adjusted to that lower price. This requirement applies
to products or services quoted by Vendor or its resellers for a quantity of one (1) under like
terms and conditions, and does not apply to volume or special pricing purchases. Vendor shall
notify DIR within ten (10) days and this Contract shall be amended to reflect the lower price.
D. Shipping and Handling Fees

Shipments will be Free On Board Customer’s Destination. No additional fees shall be charged
to the Customer for standard shipping and handling. If the Customer requests expedited or
special delivery, Customer will be responsible for any charges for expedited or special delivery.
E. Tax-Exempt
As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the
assessment of State sales, use and excise taxes. Further, Customers under this Contract are
exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and (j). Customers
shall provide evidence of tax-exempt status to Vendor upon request.
F. Travel Expense Reimbursement

personal vehicle mileage or commercial coach transportation, hotel accommodations, parking
and meals; provided, however, the amount of reimbursement by Customers shall not exceed
the amounts authorized for state employees as adopted by each Customer; and provided,
further, that all reimbursement rates shall not exceed the maximum rates established for state
employees under the current State Travel Management Program
(http://www.window.state.tx.us/procurement/prog/stmp/). Travel time may not be included as
part of the amounts payable by Customer for any services rendered under this Contract. The
DIR administrative fee specified in the Contract is not applicable to travel expense
reimbursement. Anticipated travel expenses must be pre-approved in writing by Customer.
Customer reserves the right not to pay travel expenses which are not pre-approved in writing
by the Customer.
G. Changes to Prices
Subject to the requirements of this section, Vendor may change the price of any product or
service at any time, based upon changes to the MSRP, but discount levels shall remain
consistent with the discount levels specified in this Contract.
Vendor may revise its pricing (but not its discount rate, if any, and not the products or services
on its contract pricing list) by posting a revised pricing list. Such revised pricing lists are
subject to review by DIR. If DIR finds that a product’s or service’s price has been increased
unreasonably, DIR may request Vendor to reduce its pricing for the product or service to the
level published before the revision. Vendor must reduce its pricing, or remove the product
from its pricing list. Failure to do so will constitute an act of default by Vendor.
H. Purchase Orders
All Customer Purchase Orders will be placed directly with the Vendor or Order Fulfiller.
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Accurate Purchase Orders shall be effective and binding upon Vendor or Order Fulfiller when
accepted by Vendor or Order Fulfiller. Customer and Vendor may work together to include
specific requirements as to what constitutes a valid Purchase Order.
I. Invoices
1) Invoices shall be submitted by the Vendor or Order Fulfiller directly to the Customer and
shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for
products and/or services purchased under the Contract and any provision of acceptance of such
products and/or services shall be made by the Customer to the Vendor or Order Fulfiller. For
Customers that are not subject to Chapter 2251, Texas Government Code, Customer and
Vendor will agree to acceptable terms.
2) Invoices must be timely and accurate. Each invoice must match Customer’s Purchase Order
and include any written changes that may apply, as it relates to products, prices and quantities.
Invoices must include the Customer’s Purchase Order number or other pertinent information
for verification of receipt of the product or services by the Customer.
3) The administrative fee as set forth in the Contract shall not be broken out as a separate line
item when pricing or invoice is provided to Customer.
J. Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making payments to
Order Fulfiller. The statute states that payments for goods and services are due thirty (30)
calendar days after the goods are provided, the services completed, or a correct invoice is
received, whichever is later. Payment under the Contract shall not foreclose the right to recover
wrongful payments. For Customers that are not subject to Chapter 2251, Texas Government
Code, Customer and Vendor will agree to acceptable terms.
9. Contract Administration
Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR A,C-D
A. Contract Managers
DIR and the Vendor will each provide a Contract Manager to support the Contract. Information
regarding the Contract Manager will be posted on the Internet website designated for the Contract.
DIR shall provide a Contract Manager whose duties shall include but not be limited to: i)
Contract, ii) periodic verification of product pricing, and iii) verification of monthly reports
Vendor shall identify a specific Contract Manager whose duties shall include but not be limited
to: i) supporting the marketing and management of the Contract, ii) facilitating dispute
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resolution between a Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers
performance under the terms and conditions of the Contract. DIR reserves the right to require
a change in Vendor’s then-current Contract Manager if the assigned Contract Manager is not,
in the reasonable opinion of DIR, adequately serving the needs of the State.
B. Reporting and Administrative Fees

Vendor and Order Fulfillers under the Contract. Vendor shall file the monthly reports,
subcontract reports, and pay the administrative fees in accordance with the due dates
specified in this section.
Vendor’s applicable Contract. Vendor will provide all required documentation at no cost.
previous calendar month period. Reports are due on the fifteenth (15th) calendar day of the
month following the month of the sale. If the 15th calendar day falls on a weekend or state
or federal holiday, the report shall be due on the next business day. The monthly report
shall include, per transaction: the detailed sales for the period, Customer name, invoice
date, invoice number, description, quantity, MSRP or List Price, unit price, extended price,
Customer Purchase Order number, contact name, Customer’s complete billing address, the
estimated administrative fee for the reporting period, subcontractor name, EPEAT
designation (if applicable), configuration (if applicable), contract discount percentage,
actual discount percentage, negotiated contract price (if fixed price is offered instead of
discount off of MSRP), and other information as required by DIR. Each report must
contain all information listed above per transaction or the report will be rejected and
returned to the Vendor for correction in accordance with this section. Vendor shall report
in a manner required by DIR which is subject to change dependent upon DIR’s business
needs. Failure to do so may result in contract termination.
a) Vendor shall electronically provide each Customer with Vendor’s relevant Historically
Underutilized Business Subcontracting Report, pursuant to the Contract, as required by
Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR.
b) Reports shall be due in accordance with the CPA rules.
a) The Vendor shall pay an administrative fee to DIR to defray the DIR costs of
negotiating, executing, and administering the Contract. The maximum administrative fee
is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review
Vendor monthly sales reports, close the sales period, and notify the Vendor of the
administrative fee no later than the fourteenth (14th) day of the second month following the
date of the reported sale. Vendor shall pay the administrative fee by the twenty-fifth (25th)
calendar day of the second month following the date of the reported sale. For example,
Vendor reports January sales by February 15th; DIR closes January sales and notifies
Vendor of administrative fee by March 14th; Vendor submits administrative fee for January
sales by March 25th.
b) DIR may change the amount of the administrative fee upon thirty (30) calendar days
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written notice to Vendor without the need for a formal contract amendment.
c) Vendor shall reference the DIR Contract number, reporting period, and administrative
accordance with the due dates specified in this section. Vendor shall correct any inaccurate
reports or administrative fee payments within three (3) business days upon written
notification by DIR. Vendor shall deliver any late reports or late administrative fee
payments within three (3) business days upon written notification by DIR. If Vendor is
unable to correct inaccurate reports or administrative fee payments or deliver late reports
and fee payments within three (3) business days, Vendor must contact DIR and provide a
corrective plan of action, including the timeline for completion of correction. The
corrective plan of action shall be subject to DIR approval.
this Section, at Vendor’s expense. DIR will select the auditor (and all payments to auditor
will require DIR approval).
termination of Vendor’s Contract..
C. Records and Audit

Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN
SUBPARAGRAPH ONE (1)
this clause concerning the authority to audit funds received indirectly by subcontractors through
Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any
subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction
of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by
the State Auditor’s Office must provide the State Auditor’s Office with access to any
information the State Auditor’s Office considers relevant to the investigation or audit.
the Contract until the later of a period of seven (7) years after termination of the Contract or
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records, books,
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documents, accounting procedures, practices, customer records including but not limited to
contracts, agreements, purchase orders and statements of work, and any other items relevant to
the performance of the Contract to the DIR Internal Audit department or DIR Contract
States, and such other persons or entities designated by DIR for the purposes of inspecting,
Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers
shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor
and/or Order Fulfillers ten (10) business days’ notice prior to inspecting, Compliance
Checking, and/or copying Vendor’s and/or Order Fulfiller’s records. Vendor’s and/or Order
Fulfillers records, whether paper or electronic, shall be made available during regular office
hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor’s and/or Order
Fulfiller’s books and records shall be available to the DIR Internal Audit department, or DIR
Contract Management staff and designees as needed. Vendor and/or Order Fulfiller shall
provide adequate office space to DIR staff during the performance of Compliance Check. If
Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable
costs of the audit, which Vendor must pay within thirty (30) calendar days of receipt.
correct unless Vendor can demonstrate to DIR’s satisfaction that Vendor’s calculation of DIR’s
administrative fee is correct.
D. Contract Administration Notification

1) Prior to execution of the Contract, Vendor shall provide DIR with written notification of
the following: i) Vendor Contract Administrator name and contact information, ii) Vendor
sales representative name and contact information, and iii) name and contact information of
Vendor personnel responsible for submitting reports and payment of administrative fees
specified herein.
2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the
following: i) DIR Contract Administrator name and contact information, and ii) DIR
Cooperative Contracts E-Mail Box information.
10. Vendor Responsibilities

Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN C-M, O-S, V-W
A. Indemnification
VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS
CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF
AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF
THE CUSTOMER OR THE STATE OF TEXAS.
2) ACTS OR OMISSIONS
OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS,
CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND
EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents,
employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or
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performance of the Contract and any Purchase Orders issued under the Contract. THE
DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE
ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO
FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
3) INFRINGEMENTS
a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving
infringement of United States patents, copyrights, trade and service marks, and any other
intellectual or intangible property rights in connection with the PERFORMANCES OR
ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE
CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER
OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF
DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL
WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT
AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY
GENERAL.
b) Vendor shall have no liability under this section if the alleged infringement is caused in
whole or in part by: (i) use of the product or service for a purpose or in a manner for which
the product or service was not designed, (ii) any modification made to the product without
Vendor’s written approval, (iii) any modifications made to the product by the Vendor
pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by
or licensed to Customer, or (v) any use of the product or service by Customer that is not in
conformity with the terms of any applicable license agreement.
c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor

superior product or service so that Customer’s use is non-infringing.
4) PROPERTY DAMAGE
IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF
CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT,
WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS EMPLOYEES,
AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, THE VENDOR SHALL PAY
THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF
THE PROPERTY, AT THE CUSTOMER’S SOLE ELECTION. SUCH COST SHALL BE
DETERMINED BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY THE
VENDOR NINETY (90) CALENDAR DAYS AFTER THE DATE OF THE VENDORS
RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE.
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B. Taxes/Worker’s Compensation/UNEMPLOYMENT INSURANCE

1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF
THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE
LIABILITY AND PAYMENT OF VENDOR’S AND VENDOR'S EMPLOYEES’ TAXES
OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS
CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL
LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING
WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER
AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES,
AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF
UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY
BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER
GOVERNMENTAL ENTITY CUSTOMER.
2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE

STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS,
CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES,
AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE
AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE UNDER THIS
CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE
INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY
VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE
AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE
FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER
AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH
CLAIM.
C. Vendor Certifications
Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they:
(i) have not given, offered to give, and do not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount,
trip, favor, or service to a public servant in connection with the Contract;
(ii) are not currently delinquent in the payment of any franchise tax owed the State
and are not ineligible to receive payment under §231.006 of the Texas Family Code
and acknowledge the Contract may be terminated and payment withheld if this
(iii) neither they, nor anyone acting for them, have violated the antitrust laws of the
United States or the State, nor communicated directly or indirectly to any
competitor or any other person engaged in such line of business for the purpose of
obtaining an unfair price advantage;
(iv) have not received payment from DIR or any of its employees for participating in
the preparation of the Contract;
(v) under Section 2155.004, Texas Government Code, the vendor certifies that the
individual or business entity named in this bid or contract is not ineligible to
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receive the specified contract and acknowledges that this contract may be
terminated and payment withheld if this certification is inaccurate;
(vi) to the best of their knowledge and belief, there are no suits or proceedings pending
or threatened against or affecting them, which if determined adversely to them will
have a material adverse effect on the ability to fulfill their obligations under the
Contract;
(vii) Vendor and its principals are not suspended or debarred from doing business with
the federal government as listed in the System for Award Management (SAM)
maintained by the General Services Administration;
(viii) as of the effective date of the Contract, are not listed in the prohibited vendors list
authorized by Executive Order #13224, "Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism”, published by the United States Department of the Treasury, Office of
Foreign Assets Control;
(ix) Vendor represents and warrants that, for its performance of this contract, it shall
purchase products and materials produced in the State of Texas when available at
the price and time comparable to products and materials produced outside the state,
to the extent that such is required under Texas Government Code, Section
2155.4441;
(x) agrees that all equipment and materials used in fulfilling the requirements of this
contract are of high-quality and consistent with or better than applicable industry
standards, if any. All Works and Services performed pursuant to this Contract
shall be of high professional quality and workmanship and according consistent
with or better than applicable industry standards, if any;
(xi) to the extent applicable to this scope of this Contract, Vendor hereby certifies that
it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related
to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328;
(xii) agree that any payments due under this contract will be applied towards any debt,
State of Texas;
(xiii) are in compliance Section 669.003, Texas Government Code, relating to
contracting with executive head of a state agency;
(xiv) represent and warrant that the provision of goods and services or other
performance under the Contract will not constitute an actual or potential conflict
of interest and certify that they will not reasonably create the appearance of
impropriety, and, if these facts change during the course of the Contract, certify
they shall disclose the actual or potential conflict of interest and any circumstances
that create the appearance of impropriety;
(xv) under Section 2155.006, and Section 2261.053, Texas Government Code, are not
ineligible to receive the specified contract and acknowledge that this contract may
(xvi) have complied with the Section 556.0055, Texas Government Code, restriction on
lobbying expenditures. In addition, they acknowledge the applicability of
§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the
Contract; and
(xvii) represent and warrant that the Customer’s payment and their receipt of
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appropriated or other funds under this Agreement are not prohibited by Sections
556.005 or Section 556.008, Texas Government Code; and
(xviii) to the extent applicable to this scope of this contract, Vendor hereby certifies that
it is authorized to sell and provide warranty support for all products and services
listed in Appendix C of this contract; and
(xix) represent and warrant that in accordance with Section 2270.002 of the Texas
Government Code, by signature hereon, Vendor does not boycott Israel and
will not boycott Israel during the term of this Contract.
During the term of the Contract, Vendor shall, for itself and on behalf of its Order Fulfillers,
promptly disclose to DIR all changes that occur to the foregoing certifications,
representations and warranties. Vendor covenants to fully cooperate in the development
and execution of resulting documentation necessary to maintain an accurate record of the
certifications, representations and warranties.
pricing requests or Statements of Work, then, in order to contract with the Customer,
Vendor may be required to comply with additional terms and conditions or certifications
that an individual customer may require due to state and federal law (e.g., privacy and
security requirements).
D. Ability to Conduct Business in Texas

Vendor and its Order Fulfiller shall be authorized and validly existing under the laws of its state of
organization, and shall be authorized to do business in the State of Texas in accordance with Texas
Business Organizations Code, Title 1, Chapter 9.
E. Equal Opportunity Compliance

Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal
employment opportunity, including federal laws and the laws of the State in which its primary place
of business is located. In accordance with such laws, regulations, and executive orders, the Vendor
agrees that no person in the United States shall, on the grounds of race, color, religion, national
origin, sex, age, veteran status or handicap, be excluded from employment with or participation in,
be denied the benefits of, or be otherwise subjected to discrimination under any program or activity
performed by Vendor under the Contract. If Vendor is found to be not in compliance with these
requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct
these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory
hiring and promotion policies, as well as specific information on the composition of its principals
and staff, including the identification of minorities and women in management or other positions
with discretionary or decision-making authority.
F. Use of Subcontractors
If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good
faith effort in the submission of its Subcontracting Plan in accordance with the State’s Policy on
Utilization of Historically Underutilized Businesses (HUB). A revised Subcontracting Plan
approved by DIR’s HUB Office shall be required before Vendor can engage additional
subcontractors in the performance of this Contract. A revised Subcontracting Plan approved by
DIR’s HUB Office shall be required before Vendor can remove subcontractors currently engaged
in the performance of this Contract. Vendor shall remain solely responsible for the performance of
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its obligations under the Contract.
G. Responsibility for Actions

2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the
disclosures under Certification Statement of Exhibit A to the RFO and/or Section 10.C. (xiii),
Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully
cooperate with DIR to update and amend the Contract to accurately disclose the status of
conflicts of interest.
H. Confidentiality
1) Vendor acknowledges that DIR and Customers that are governmental bodies as defined by
Texas Government Code, Section 552.003 are subject to the Texas Public Information Act.
concerning this Act.
2) Under the terms of the Contract, DIR may provide Vendor with information related to
Customers. Vendor shall not re-sell or otherwise distribute or release Customer information to
any party in any manner.
I. Security of Premises, Equipment, Data and Personnel

Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have
access to the personnel, premises, equipment, and other property, including data, files and /or
materials (collectively referred to as “Data”) belonging to the Customer. Vendor and/or Order
Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel,
premises, equipment, Data and other property of the Customer, in accordance with the instruction
of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's
equipment, workplace, and its contents when such damage is caused by its employees or
subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer’s security
requirements, then Customer may immediately terminate its Purchase Order and related Service
Agreement.
J. Background and/or Criminal History Investigation

Prior to commencement of any services, background and/or criminal history investigation of the
Vendor and/or Order Fulfiller’s employees and subcontractors who will be providing services to
the Customer under the Contract may be performed by the Customer.. Should any employee or
subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer
under the Contract not be acceptable to the Customer as a result of the background and/or criminal
history check, then Customer may immediately terminate its Purchase Order and related Service
Agreement or request replacement of the employee or subcontractor in question.
K. Limitation of Liability
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For any claims or cause of action arising under or related to the Contract: i) to the extend permitted
by the Constitution and the laws of the State, none of the parties shall be liable to the other for
punitive, special, or consequential damages, even if it is advised of the possibility of such damages;
and ii) Vendor’s liability for damages of any kind to the Customer shall be limited to the total
amount paid to Vendor under the Contract during the twelve months immediately preceding the
accrual of the claim or cause of action. However, this limitation of Vendor’s liability shall not
apply to claims of bodily injury; violation of intellectual property rights including but not limited
to patent, trademark, or copyright infringement; indemnification requirements under this Contract;
and violation of State or Federal law including but not limited to disclosures of confidential
information and any penalty of any kind lawfully assessed as a result of such violation.
L. Overcharges
Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract
which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which
arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et
seq.
M. Prohibited Conduct
Vendor represents and warrants that, to the best of its knowledge as of the date of this certification,
neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution
represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation
or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business &
Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the
Request for Offer directly or indirectly to any competitor or any other person engaged in such line
of business during the procurement for the Contract.
N. Required Insurance Coverage

As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within
5 business days of execution of the Contract if the Vendor is awarded services which require that
Vendor’s employees perform work at any Customer premises and/or use employer vehicles to
conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services
on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance
coverage specified herein, and shall provide proof of such insurance coverage to the related
Customer within five (5) business days following the execution of the Purchase Order. Vendor may
not begin performance under the Contract and/or a Purchase Order until such proof of insurance
coverage is provided to, and approved by, DIR and the Customer. All required insurance must be
issued by companies that have an A rating and a Financial Size Category Class of VII from A.M.
Best and are licensed in the State of Texas and authorized to provide the corresponding coverage.
The Customer and DIR will be named as Additional Insureds on all required coverage. Required
coverage must remain in effect through the term of the Contract and each Purchase Order issued to
Vendor there under. The minimum acceptable insurance provisions are as follows:

Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury and
Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense per person
of $5,000; Personal Injury and Advertising Liability of $1,000,000; Products/Completed
Operations Aggregate Limit of $2,000,000; and Damage to Premises Rented: $50,000.
Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain
the following provisions:
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c) State of Texas, DIR and Customer listed as an additional insured; and
d) Waiver of Subrogation

WORKERS’ COMPENSATION INSURANCE AND EMPLOYERS’ LIABILITY
COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY
BENEFITS OUTLINED IN THE TEXAS WORKERS’ COMPENSATION ACT (ART.
8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR
EMPLOYERS’ LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT,
$1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND $1,000,000 PER
DISEASE POLICY LIMIT.

Business Automobile Liability Insurance must cover all owned, non-owned and hired vehicles
with a minimum combined single limit of $500,000 per occurrence for bodily injury and
property damage. The policy shall contain the following endorsements in favor of DIR and/or
Customer:
O. Use of State Property

Vendor is prohibited from using the Customer’s equipment, the customer’s location, or any other
resources of the Customer or the State for any purpose other than performing services under this
Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers
and telephones using State long distance services. Any charges incurred by Vendor using the
Customer’s equipment for any purpose other than performing services under this Agreement must
be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such
use shall constitute breach of contract and may result in termination of the contract and other
remedies available to DIR and Customer under the contract and applicable law.
P. Immigration
The Vendor shall comply with all requirements related to federal immigration laws and regulations,
to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8
U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any
individual(s) who will perform any labor or services under this Contract.
Pursuant to Executive Order No. RP-80, issued by the Governor of Texas on December 3, 2014,
and as subsequently clarified, the Vendor shall, as a condition of this Contract, also comply with
the United States Department of Homeland Security¹s E-Verify system to determine the eligibility
of:
• all persons 1) to whom the E-Verify system applies, and 2) who are hired by the
Vendor during the term of this Contract to perform duties within Texas; and
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• all subcontractors’ employees 1) to whom the E-Verify system applies, and 2) who
are hired by the subcontractor during the term of this Contract and assigned by the
subcontractor to perform work pursuant to this Contract.
The Vendor shall require its subcontractors to comply with the requirements of this Section and the
Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to
exclude compliance by Vendor and its subcontractors with all other relevant federal immigration
statutes and regulations promulgated pursuant thereto.
Q. Public Disclosure
No public disclosures or news releases pertaining to this contract shall be made by Vendor
without prior written approval of DIR.
R. Product and/or Services Substitutions

Substitutions are not permitted without the written permission of DIR or Customer.
S. Secure Erasure of Hard Disk Products and/or Services

Vendor agrees that all products and/or services equipped with hard disk drives (i.e. computers,
telephones, printers, fax machines, scanners, multifunction devices, etc.) shall have the capability
to securely erase data written to the hard drive prior to final disposition of such products and/or
services, either at the end of the Customer’s Managed Services product’s useful life or the end of
the related Customer Managed Services Agreement for such products and/ services, in accordance
with 1 TAC 202.
T. Deceptive Trade Practices; Unfair Business Practices

1) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has been
(i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade
Practices violations as defined under Chapter 17, Texas Business & Commerce Code, or (ii)
has outstanding allegations of any Deceptive Trade Practice pending in any administrative
2) Vendor certifies that it has no officers who have served as officers of other entities who (i)
have been found liable in any administrative hearing, litigation or other proceeding of
Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive
Trade Practice pending in any administrative hearing, litigation or other proceeding.
U. Drug Free Workplace Policy

(41 U.S.C. §§8101-8106) and maintain a drug-free work environment; and the final rule,
government-wide requirements for drug-free work place (Financial Assistance), issued by the
Office of Management and Budget (2 C.F.R. Part 182) to implement the provisions of the Drug-
Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with
the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
V. Accessibility of Public Information

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1) Pursuant to S.B. 1368 of the 83rd Texas Legislature, Regular Session, Vendor is required to
make any information created or exchanged with the State pursuant to this Contract, and not
otherwise excepted from disclosure under the Texas Public Information Act, available in a
format that is accessible by the public at no additional charge to the State.
2) Each State government entity should supplement the provision set forth in Subsection 1,
above, with the additional terms agreed upon by the parties regarding the specific format by
which the Vendor is required to make the information accessible by the public.
W. Vendor Reporting Requirements

Vendor shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109 as added
by HB 2539 of the 83rd Texas Legislature, Regular Session, requiring computer technicians to report
images of child pornography.
11. Contract Enforcement

Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7
A. Enforcement of Contract and Dispute Resolution

1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance
of any provision of the Contract shall not waive or diminish that party’s right thereafter to
demand strict compliance with that or any other provision, (ii) for disputes not resolved in the
normal course of business, the dispute resolution process provided for in Chapter 2260, Texas
Government Code, shall be used, and (iii) actions or proceedings arising from the Contract
shall be heard in a state court of competent jurisdiction in Travis County, Texas.
2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with
the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1
above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree
in writing.
B. Termination
Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR 2, 5-7
Customer may terminate Purchase Orders if funds sufficient to pay its obligations under
the Contract are not appropriated: i) by the governing body on behalf of local governments;
Texas Government Code. In the event of non-appropriation, Vendor and/or Order Fulfiller
will be provided ten (10) calendar days written notice of intent to terminate.
delivery of the product or services, they are obligated to pay for the product or services or
they may return the product and discontinue using services under any return provisions that
Vendor offers. In the event of such termination, the Customer will not be considered to be
in default or breach under this Contract, nor shall it be liable for any further payments
ordinarily due under this Contract, nor shall it be liable for any damages or any other
amounts which are caused by or associated with such termination.
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DIR may terminate Contract if funds sufficient to pay its obligations under the Contract
are not appropriated: by the i) Texas legislature or ii) by budget execution authority
will be provided thirty (30) calendar days written notice of intent to terminate. In the event
of such termination, DIR will not be considered to be in default or breach under this
Contract, nor shall it be liable for any further payments ordinarily due under this Contract,
nor shall it be liable for any damages or any other amounts which are caused by or
associated with such termination.
2) Absolute Right
i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224,
"Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism”, published by the United States Department of the Treasury,
Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing
business with the federal government as listed in the System for Award Management (SAM)
maintained by the General Services Administration; or (iii) Vendor is found by DIR to be
ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government
Code. Vendor shall be provided written notice in accordance with Section 12.A, Notices, of
intent to terminate.

DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30)
calendar days written notice. A Customer may terminate a Purchase Order or other contractual
document or relationship by giving the other party thirty (30) calendar days written notice.

a) Contract
Either DIR or Vendor may issue a written notice of default to the other upon the occurrence
of a material breach of any covenant, warranty or provision of the Contract, upon the
following preconditions: first, the parties must comply with the requirements of Chapter
2260, Texas Government Code in an attempt to resolve a dispute; second, after complying
with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the
non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt
of notice to cure said default. If the defaulting party fails to cure said default within the
timeframe allowed, the non-defaulting party may, at its option and in addition to any other
remedies it may have available, cancel and terminate the Contract. Customers purchasing
products or services under the Contract have no power to terminate the Contract for default.
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order or other contractual document
or relationship upon the occurrence of a material breach of any term or condition: (i) of the
Contract, or (ii) included in the Purchase Order or other contractual document or
relationship in accordance with Section 4.B.2 above, upon the following preconditions:
first, the parties must comply with the requirements of Chapter 2260, Texas Government
Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas
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Government Code, and the dispute remains unresolved, then the non-defaulting party shall
give the defaulting party ten (10) calendar days from receipt of notice to cure said default.
If the defaulting party fails to cure said default within the timeframe allowed, the non-
defaulting party may, at its option and in addition to any other remedies it may have
available, cancel and terminate the Purchase Order. Customer may immediately suspend
or terminate a Purchase Order without advance notice in the event Vendor fails to comply
with confidentiality, privacy, security requirements, environmental or safety laws or
regulations, if such non-compliance relates or may relate to vendor provision of goods or
services to the Customer.
5) Immediate Termination or Suspension
DIR may immediately suspend or terminate this Contract without advance notice if DIR
receives notice or knowledge of potentially criminal violations by Vendor or Order Fulfiller
(whether or not such potential violations directly impact the provision of goods or services
under this Contract). In such case, the Vendor or Order Fulfiller may be held ineligible to
receive further business or payment but may be responsible for winding down or transition
expenses incurred by Customer. DIR or Customer will use reasonable efforts to provide notice
(to the extent allowed by law) to vendor within five (5) business days after imposing the
suspension or termination. Vendor may provide a response and request an opportunity to
present its position. DIR or Customer will review vendor presentation, but is under no
obligation to provide formal response.

In the event the Contract expires or is terminated for any reason, a Customer shall retain its
rights under the Contract and the Purchase Order issued prior to the termination or expiration
of the Contract. The Purchase Order survives the expiration or termination of the Contract for
its then effective term.
7) Vendor or Order Fulfiller Rights Under Termination
In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts
due for products or services ordered prior to the effective termination date and ultimately
accepted, and 2) any applicable early termination fees agreed to in such Purchase Order.
C. Force Majeure
DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any
period when performance is prevented as the result of an act of God, strike, war, civil disturbance,
epidemic, or court order, provided that the party experiencing the event of Force Majeure has
prudently and promptly acted to take any and all steps that are within the party’s control to ensure
performance and to shorten the duration of the event of Force Majeure. The party suffering an
event of Force Majeure shall provide notice of the event to the other parties when commercially
reasonable. Subject to this provision, such non-performance shall not be deemed a default or a
ground for termination. However, a Customer may terminate a Purchase Order if it is determined
by the Customer that Order Fulfiller will not be able to deliver product or services in a timely
manner to meet the business needs of the Customer.
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12. Notification
A. Notices
All notices, demands, designations, certificates, requests, offers, consents, approvals and other
instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the
date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail,
or hand delivered, or (ii) three business days after being mailed via United States Postal Service.
All notices under the Contract shall be sent to a party at the respective address indicated in Section
6 of the Contract or to such other address as such party shall have notified the other party in writing.

In addition to other remedies contained in the Contract, a person contracting with DIR may direct
their written complaints to the following office:
Austin, Texas 78701
(512) 475-4759, facsimile
13. Captions
The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience
and reference purposes only and shall in no way be deemed to define or limit any provision thereof.
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APPENDIX B 110 of 446
Rev. 2/17
HUB Subcontracting Plan (HSP)

In accordance with Texas Gov’t Code §2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore,
all respondents, including State of Texas certified Historically Underutilized Businesses (HUBs) must complete and submit this State of Texas HUB Subcontracting
Plan (HSP) with their response to the bid requisition (solicitation).
NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov÷t Code §2161.252(b).
The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the
goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAC) §20.284 are:
• 11.2 percent for heavy construction other than building contracts,
• 21.1 percent for all building construction, including general contractors and operative builders’ contracts,
• 32.9perc ent for all special trade constructioncontr acts,
• 23.7perc ent for professionalser vicescontra cts,
• 26.0perc ent for all other services contracts, and
• 21.1 percent for commodities contracts.
- - AgencyS pecial Instructions/Additional Requirements - -
In accordance with 34 TAC§20.285(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for
its subcontracting opportunities if the total value of the respondent’s subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the
agency specific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with
which it will subcontract. If using existing contracts with Texas certified HUBs to satisfy this requirement, only the aggregate percentage of the contracts expected
to be subcontracted to HUBs with which the respondent does not have a continuous contract* in place for more than five (5) years shall qualify for meeting the
HUB goal. This limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study.
SECTION 1: RESPONDENT AND REQUISITION INFORMATION
a. Respondent(Com pany) Name: Oracle America, Inc. State of Texas VID #: 1942805249202
Point of Contact: Dapo Lawal Phone #: 703.364.0676
E-mailAd dress: dapo.lawal@oracle.com Fax #: 703.364.0676
b. Isy our companya State of Texasc ertified HUB? - Yes - No
c. Requisition# : DIR-TSO-4158 Bid Open Date:

(mm/dd/yyyy)
1
v. 2/17
111 of 446
Enter your company’s name here Oracle America, Inc. Requisition # DIR-TSO-4158
SECTION 2: RESPONDENT's SUBCONTRACTING INTENTIONS

After dividing the contract work into reasonable lots or ortions to the extent consistent with rudent industry ractices, and taking into consideration the sco e of work to
be erformed under the ro osed contract,i ncluding all otential subcontracting o ortunities, the res ondent must determine what ortions of work, including contracted
staffing, goodsand ser vices will be subcontracted. Note In accordance with 34 TAC§20.282 , a “Subcontractor” means a erson who contracts with a rime
contractor to work, to su ly commodities, or to contribute toward com leting work for a governmental entity.
a. Check the a ro riate box (Yes or No) that identifies your subcontracting intentions
Yes, I will be subcontracting ortions of the contract. (If Yes, com lete Item b of this SECTION and continue to Item c of this SECTION.)
No, I will not be subcontracting any ortion of the contract, and I will be fulfilling the entire contract with my own resources, including employees, goodsand
services. (If No, continue to SECTION 3 and SECTION 4.)
b. List all the ortions of work (subcontracting o ortunities) you will subcontract. Also, based on the total value of the contract, identify the ercentages of the
contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non-
HUB).
HUBs Non-HUBs
Percentage of the contract Percentage of the contract
Item # Subcontracting Opportunity Description expected to be subcontracted to expected to be subcontracted to Percentage of the contract
HUBs with which you do not have HUBs with which you have a expected to be subcontracted
a continuous contract* in place continuous contract* in place for to non-HUBs.
for more than five (51 years. more than five (51 years.
1
Order Fulfiller (Not Subcontractors) - See Attachment A-1 36.01 12
2 Subcontractor - Professional Services 2. 45 16.94
3
4
5
6
9
10
11
12
13
14
15
Aggregate percentages of the contract expected to be subcontracted: 38.46 % % 28.94 %

(Note: If you have more than fifteen subcontracting opportunities, a continuation sheet is available online at https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php).
c. Check the appropriate box (Yes or No) that indicates whether you will be using only Texas certified HUBs to perform all of the subcontracting
opportunities you listed in SECTION 2, Item b.
Yes (If Yes, continue to SECTION 4 and com lete an “HSP Good Faith Effort ethod A (Attachment A)” for each of the subcontracting o ortunities you listed.) No
(If No, continue to Item d, of this SECTION.)
d.Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBs with
which you do nothave a continuous contract* in place with for more than five (5) years, meets or exceeds the HUB goal the contracting agency identified on page 1
in the “Agency Special Instructions/Additional Requirements.”
Yes (If Yes, continue to SECTION 4 and com lete an “HSP Good Faith Effort ethod A (Attachment A)” for each of the subcontracting o ortunities you listed.) No
(If No, continue to SECTION 4 and com lete an “HSP Good Faith Effort ethod B (Attachment B)” for each of the subcontracting o ortunities you listed.)
*Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor
and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service under the same contract for a
specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to
whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different
periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract. In
such situations the prime contractor and HUB vendor are entering (have entered) into “new” contracts.
2
Rev. 2/17
112 of 446
Enter your company’s name here: Oracle America, Inc. Requisition #: DIR-TSO-4158
SECTION 2: RESPONDENT's SUBCONTRACTING INTENTIONS (CONTINUATION SHEET)

This page can be used as a continuation sheet to the HSP Form÷s page 2, Section 2, Item b. Continue listing the portions of work (subcontracting
opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs,
and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non-HUB).
HUBs Non-HUBs
Item # Subcontracting Opportunity Description
16 % % %
17 % % %
18 % % %
19 % % %
20 % % %
21 % % %
22 % % %
23 % % %
24 % % %
25 % % %
26 % % %
27 % % %
28 % % %
29 % % %
30 % % %
31 % % %
32 % % %
33 % % %
34 % % %
35 % % %
36 % % %
37 % % %
38 % % %
39 % % %
40 % % %
41 % % %
42 % % %
43 % % %
Aggregate percentages of the contract expected to be subcontracted: % % %
*Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor,
where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the
HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts
that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or
extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into “new” contracts.
HSP – SECTION 2
(Continuation Sheet)
Rev. 2/17
113 of 446
SECTION 3: SELF PERFORMING JUSTIFICATION (If you responded “No” to SECTION 2, Item a, you must complete this SECTION and continue to SECTION 4.) If you
responded “No” to SECTION 2, Item a, in the space provided below explain how your company will perform the entire contract with its own employees, supplies,
materials and/or equipment.
SECTION 4: AFFIRMATION
As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and
supporting documentation submitted with the HSP is true and correct. Respondent understands and agrees that, if awarded any portion of the requisition:
• The respondent will provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor for the awarded
contract. The notice must specify at a minimum the contracting agency’s name and its point of contact for the contract, the contract award number, the
subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of
the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency’s
point of contact for the contract no later than ten (10) working days after the contract is awarded.
• The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report – PAR) to the contracting agency, verifying its
compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBs and Non-HUBs). (The PAR is available at
https://www.comptroller.texas.gov/purchasing/docs/hub-forms/ProgressAssessmentReportForm.xls).
• The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different
subcontractors and the termination of a subcontractor the respondent identified in its HSP. If the HSP is modified without the contracting agency’s prior approval,
respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all
state contracting.
• The respondent must, upon request, allow the contracting agency to perform on-site reviews of the company’s headquarters and/or work-site where services
are being performed and must provide documentation regarding staffing and other resources.
Signature on File DAVID SIMPSON

GROUP VICE PRESIDENT 05/06/2021
Signature Printed Name Title Date
(mm/dd/yyyy)
Reminder:
If you responded “Yes” to SECTION 2, Items c or d, you must complete an “HSP Good Faith Effort - Method A (Attachment A)” for each of
the subcontracting opportunities you listed in SECTION 2, Item b.
If you responded “No” SECTION 2, Items c and d, you must complete an “HSP Good Faith Effort - Method B (Attachment B)” for each of
3
114 of 446
HSP Good Faith Effort - Method A (Attachment A) Rev. 2/17
IMPORTANT: If you responded “Yes” to SECTION 2, Items c or d of the completed HSP form, you must submit a completed “HSP Good Faith Effort - Method
A (Attachment A)” for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo-copy this page or
download the form at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-gfe-achm-a.pdf
SECTION A-1: SUBCONTRACTING OPPORTUNITY

Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing
the attachment.
Item Number: 1 Description: Order Fulfiller (Not Subcontractors) – See Attachment A-1
SECTION A-2: SUBCONTRACTOR SELECTION

List the subcontractor(s) you selected to perform the subcontracting opportunity you listed above in SECTION A-1. Also identify whether they are a Texas certified
HUB and their Texas Vendor Identification (VID) Number or federal Employer Identification Number (EIN), the approximate dollar value of the work to be
subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBs and verifying their HUB status, ensure that you
use the State of Texas’ Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at
http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. HUB status code “A ” signifies that the company is a Texas certified HUB.
Texas VID or federal EIN Approximate Expected
Company Name Texas certified HUB Do not enter Social Security Numbers.
Dollar Amount Percentage of
If you do not know their VID / EIN,
leave their VID / EIN field blank.
Contract
RFD & ASSOCIATES, INC. (Order Fulfiller) x- Yes - No 1742736774700 $ 30,971,080.06 36 %
INFOLOB SOLUTIONS (Order Fulfiller) X- Yes - No 1264550756200 $ 3,000.00 0.01 %
BIAS CORPORATION (Order Fulfiller) - Yes X- No 1593676651600 $ 266,991.40 1 %
MYTHICS, INC. (Order Fulfiller) - Yes X-No 1541987871300 $ 9,486,155.49 11 %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to
provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the
contracting agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the
approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of
the notice required by this section must also be provided to the contracting agency’s point of contact for the contract no later than ten (10) working days after the
contract is awarded.
Page 1 of 1
(Attachment A)
HSP Good Faith Effort - Method A (Attachment A)
115 of 446
Rev. 2/17
IMPORTANT: If you responded “Yes” to SECTION 2, Items c or d of the completed HSP form, you must submit a completed “HSP Good Faith Effort -
Method A (Attachment A)” for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo-copy this
page or download the form at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-gfe-achm-a.pdf

Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing the
attachment.
Item Number: 2 Description: Subcontractor - Professional Services

List the subcontractor(s) you selected to perform the subcontracting opportunity you listed above in SECTION A-1. Also identify whether they are a Texas certified
use the State of Texas’ Centralized Master Bidders List (CMBL)- Historically Underutilized Business (HUB) Directory Search located at
http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp.HUB status code “A” signifies that the company is a Texas certified HUB.
Company Name Texas certified HUB Do not enter SocialS ecurity Numbers.
Contract
Technology Resource Services (Subcontractor - Professional Services) - Yes X- No 26-4586492 $ 44,320 0.07 %
4 Consulting Inc. (Subcontractor - Professional Services) Yes-X - No 1752869552500 $ 24,400 0.04 %
CSI IT LLC (Subcontractor - Professional Services) - Yes - No 81-2264132 $ 39,136 0 .06 %
Sterling Corporation (Subcontractor - Professional Services) - Yes X- No 04-2890273 $ 3,562 0.01 %
Critical River Inc. (Subcontractor - Professional Services) - Yes x- No 46-499-6087 $ 530,000 0.81 %
CSG Systems International, Inc. (Subcontractor - Professional Services) - Yes X- No 1470772478800 $ 875,000 1.34 %
MRSW Management, LLC (Subcontractor - Professional Services) Yes-X - No 1742845404900 $ 200,000 0.31 %
TransAmerica Training Management, Inc. (Subcontractor- Professional Services) - Yes X- No 1651236300900 $ 272,000 0.42 %
GovSense, LLC (Subcontractor - Professional Services) - Yes X- No 47-2785454 $ 345,000 0.53 %
Innofin Solutions LLC (Subcontractor-Professional Services) - Yes X- No 47-5331886 $ 885,000 1.50 %
Sierra-Cedar, LLC (Subcontractor-Professional Services) - Yes X- No 1582548193801 $ 8,500,000 10.5%
Group Seven Consulting, LLC (Subcontractor-Professional Services) - Yes x - No 261845599 $ 1,000,000 1.70 %
J-BJ Marketing LLC (Subcontractor-Professional Services) - Yes-X 1472697573400 $ 1,400,000 2.10%
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
-Yes -No $ %
-Yes -No $ %
-Yes -No $ %
- Yes - No $ %
- Yes - No $ %
-Yes -No $ %
- Yes - No $ %
REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide
notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting
agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate
dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice
required by this section must also be provided to the contracting agency’s point of contact for the contract no later than ten (10) working days after the contract is
awarded.
Page 1 of 1
(Attachment A)
HSP Good Faith Effort - Method B (Attachment B) 116 of 446 Rev. /1
Oracle America, Inc. DIR-TSO-4158
: SECTION 2, Items c d
each SECTION 2, Item b
SECTION B-1: SUBCONTRACTING OPPORTUNITY
Item Number Description:
SECTION B 2: MENTOR PROTÉGÉ PROGRAM
SECTION B-1
- Yes Yes
- No / Not Applicable No Not Applicable
SECTION B 3: NOTIFICATION OF SUBCONTRACTING OPPORTUNITY

a bc d
a.
b. three (3) Texas certified HUBs
- Yes - No
- Yes - No
- Yes - No
c. i
d. two (2) trade organizations or development centers
- Yes - No
- Yes - No
Page 1 of 2
(Attachment B)
HSP Good Faith Effort - Method B (Attachment B) Cont.
117 of 446
Rev. 2/17
- SUBCONTRACTOR SELECTION
the attachment.
a. Enter the item number and description of the subcontracting opportunity for which you are completing this Attachment B continuation page.
Item Number: Description:
b. List the subcontractor(s) you selected to perform the subcontracting opportunity you listed in SECTION B-1. Also identify whether they are a Texas certified
HUB and their Texas Vendor Identification (VID) Number or federal Emplioyer Identification Number (EIN), the approximate dollar value of the work to be
subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBs and verifying their HUB status, ensure that
you use the State of Texas’ Centralized Master Bidders List (CMBL)- Historically Underutilized Business (HUB) Directory Search located at
http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. HUB status code “A” signifies that the company is a Texas certified HUB.
Company Name Texas certified HUB Do not enter SocialS ecurity Numbers.
Percentage of
Dollar Amount
Contract
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
c. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B-1is not a Texas certified HUB, provide written
justification for your selection process (attach additional page if necessary):
notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the
contracting agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity it (the subcontractor) will perform, the
Page 2 of 2
(Attachment B)
118 of 446
HUB Subcontracting Opportunity Notification Form

/1
Section B
Section C, Item 2
Section C, Item 1 Section A
SECTION A
Company Name: Oracle America, Inc. State of Texas VID #: 1942805249202
Point-of-Contact: Dapo Lawal Phone #: 703.364.0676
E-mail Address: dapo.lawal@oracle.com Fax #: 703.364.0676
SECTION B
Agency Name:
Point-of-Contact: Phone #:
Requisition #: DIR-TSO-4158 Bid Open Date:
(mm/dd/yyyy)
SECTION C DES RE
1. Potential Subcontractor÷s Bid Response Due Date:
If you would like for our company to consider your company÷s bid for the subcontracting opportunity identified below in Item 2,
we must receive your bid response no later than on .
Central Time Date (mm/dd/yyyy)
2. Subcontracting Opportunity Scope of Work:
3. Required Qualifications: Not Applicable
4. Bonding/Insurance Requirements: Not Applicable
5. Location to review plans/specifications: Not Applicable

DocuSign Envelope ID: E1968431-F063-43D2-8891-894D6EC62A70
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DIR-TSO-4158
APPENDIX C PRICING INDEX (PER AMENDMENT 3)
For the term of the Contract, Customers may order products and services in accordance with the discounts set forth below,
provided that the products are in production release or generally available to Oracle’s commercial customers at the time of the
applicable order. These discounts may not be used in conjunction with any other discounts or special promotions offered by
Vendor; and these discounts do not apply to any products that are priced in advance of availability, any products on controlled
availability, or any third-party products.
A. HARDWARE AND ENGINEERED SYSTEMS AND ASSOCIATED SOFTWARE (except for Oracle Hospitality
and Acme)
Table A-1. Discount Table for Product Offering and First Year of
Technical Support (See Note #1)
HIGHER
CUSTOMER EDUCATION
NAMED PRODUCT HIERARCHY DISCOUNT DISCOUNT LIST PRICE
10 Gigabit Ethernet Switch Options 15% 18% See Note #2
10 Gigabit Ethernet Switches 15% 18% See Note #2
Advanced Support Gateway Server 14% 20% See Note #2
Big Data Appliance 15% 15% See Note #3
Big Data Connectors Software 25% 25% See Note #3
Brocade Hardware 24% 34% See Note #2
Brocade SAN Software 24% 34% See Note #2
Brocade Software 24% 34% See Note #2
CMT Server Configured Options 15% 18% See Note #2
Disk Drives 14% 20% See Note #2
Enterprise Installation Services 0% 0% See Note #2
Enterprise Tape Drive Conversion Options 24% 34% See Note #2
Entry Level LTO 5 Tape Drives 24% 34% See Note #2
Exadata Hardware Products 20% 20% See Note #3
Exadata Software Products 25% 25% See Note #3
Exalogic Hardware Products 20% 20% See Note #3
Exalogic Software Products 25% 25% See Note #3
Exalytics Hardware Products 15% 15% See Note #3
Exalytics Software Products 25% 25% See Note #3
Fabric Interconnect F1-15 15% 18% See Note #2
Fibre Channel Host Bus Adapters 14% 20% See Note #2
Fujitsu M10 Server (Oracle Japan) 0% 0% See Note #2
Fujitsu M10 Server Configured Options 15% 18% See Note #2
Fujitsu M10 Server Features 15% 18% See Note #2
Fujitsu M10 Server X-Options 15% 18% See Note #2
Fujitsu M10-1 Server 15% 18% See Note #2
Fujitsu M10-4 Server 15% 18% See Note #2
Fujitsu M12 Server 15% 18% See Note #2
Fujitsu SPARC M12 Server 15% 18% See Note #2
High-End M-Series Server X-Options 28% 34% See Note #2
High-End M-Series Servers (Oracle Japan) 0% 0% See Note #2
Host Bus Adapters 14% 20% See Note #2
I/O Modules 15% 18% See Note #2
Infiniband Host Channel Adapters 14% 20% See Note #2
Infiniband Infrastructure 14% 20% See Note #2
DIR-TSO-4158 Appendix C (Amendment 3) Page 1 of 16

120 of 446
HIGHER
CUSTOMER EDUCATION
Infiniband Switches 28% 34% See Note #2
Key Management Appliance Temp 24% 34% See Note #2
Key Management Switch Accessory Kits 24% 34% See Note #2
LTO Conversion Options 24% 34% See Note #2
LTO Tape Drive Features 24% 34% See Note #2
LTO5 Tape Drives 24% 34% See Note #2
LTO5 Tape Drives (SL150) 24% 34% See Note #2
LTO6 Tape Drives: AS400 24% 34% See Note #2
LTO6 Tape Drives: Desktop/Rackmount 24% 34% See Note #2
LTO6 Tape Drives: Entry Level 24% 34% See Note #2
LTO6 Tape Drives: High-End Libraries 24% 34% See Note #2
LTO6 Tape Drives: Midrange Libraries 24% 34% See Note #2
LTO7 Tape Drives: Desktop/Rackmount 24% 34% See Note #2
LTO7 Tape Drives: Entry Level 24% 34% See Note #2
LTO7 Tape Drives: High-End Libraries 24% 34% See Note #2
LTO7 Tape Drives: Midrange Libraries 24% 34% See Note #2
Midrange M-Series Server X-Options 28% 34% See Note #2
Netra Server X3-2 15% 18% See Note #2
Netra Server X5-2 15% 18% See Note #2
Netra SPARC S7-2 Server 5% 8% See Note #2
Network Adapters 14% 20% See Note #2
Network Cables 14% 20% See Note #2
Network Modular System 15% 18% See Note #2
Network Transceivers 14% 20% See Note #2
Oracle Database Appliance 14% 20% See Note #2
Oracle Fabric Manager 20% 25% See Note #2
Oracle Fabric Monitor 20% 25% See Note #2
Oracle FS Storage System Options 15% 18% See Note #2
Oracle FS1-2 Storage System 15% 18% See Note #2
Oracle Replication Engine 15% 18% See Note #2
Oracle SDN 20% 25% See Note #2
Oracle Server X5-2 14% 20% See Note #2
Oracle Server X5-2L 14% 20% See Note #2
Oracle Server X7 Options 14% 20% See Note #2
Oracle Solaris Cluster Software 16% 50% See Note #2
Oracle Solaris Legacy Containers 16% 50% See Note #2
Oracle Sun QFS Software 15% 18% See Note #2
Oracle ZFS Backup Appliances 24% 34% See Note #2
Oracle ZFS Storage Options 24% 34% See Note #2

121 of 446
HIGHER
CUSTOMER EDUCATION
Oracle ZFS Storage ZS3-2 24% 34% See Note #2
Other Server Configured Options 6% 6% See Note #2
Other Server X-Options 14% 20% See Note #2
Pillar Axiom SAN Storage Replication Features 15% 18% See Note #2
Power Cords 14% 20% See Note #2
Private Cloud Appliance 15% 15% See Note #2
Racks 15% 18% See Note #2
SAS Host Bus Adapters 14% 20% See Note #2
Secure Global Desktop Software 16% 50% See Note #2
Server Hard Disk Drives 14% 20% See Note #2
Server Solid State Disks 14% 20% See Note #2
SL150 Tape Library 24% 34% See Note #2
SL150 Tape Library Features 24% 34% See Note #2
SL150 Tape Library Options 24% 34% See Note #2
SPARC M5 Server Configured Memory 15% 18% See Note #2
SPARC M5 Server Configured Options 15% 18% See Note #2
SPARC M5 Server X-Option Memory 15% 18% See Note #2
SPARC M6-32 Server Configured Options 15% 18% See Note #2
SPARC M6-32 Server X-Options 15% 18% See Note #2
SPARC M7 Server 15% 18% See Note #2
SPARC M7 Server Configured Options 15% 18% See Note #2
SPARC M7 Server X-Options 15% 18% See Note #2
SPARC S7 Server X and Configured Options 5% 8% See Note #2
SPARC S7-2 Server 5% 8% See Note #2
SPARC S7-2L Server 5% 8% See Note #2
SPARC SuperCluster Hardware Products 15% 18% See Note #3
SPARC T3 Server Configured Options 15% 18% See Note #2
SPARC T4 Server X-Options 15% 18% See Note #2
SPARC T5-1B Blade Server Module 15% 18% See Note #2
SPARC T5-2 Server 15% 18% See Note #2
Spare Parts 29% 29% See Note #2
Storage Archive Manager 22% 50% See Note #2

122 of 446
HIGHER
CUSTOMER EDUCATION
Storage Hard Disk Drives 14% 20% See Note #2
Storage SAS SSDs 14% 20% See Note #2
StorageTek Automated Cartridge System Library Software 15% 18% See Note #2
StorageTek Availability Suite Software 15% 18% See Note #2
StorageTek Enterprise Library Software 24% 34% See Note #2
StorageTek Library Content Manager Software 15% 18% See Note #2
StorageTek Linear Tape File System Software 24% 34% See Note #2
StorageTek T10000D Tape Drive 24% 34% See Note #2
StorageTek Tape Analytics Software 15% 34% See Note #2
StorageTek Virtual Library Extension 15% 18% See Note #2
StorageTek Virtual Storage Manager Features 24% 34% See Note #2
StorageTek Virtual Storage Manager System (VSM 6) 24% 34% See Note #2
StorageTek Virtual Storage Manager System (VSM 7) 24% 34% See Note #2
Sun Fire X4170 M2 Server 14% 20% See Note #2
Sun Flash Accelerator F160 PCIe Card 24% 34% See Note #2
Sun Netra Rack Kits 15% 18% See Note #2
Sun Racks 15% 18% See Note #2
Sun Ray Server Software 15% 18% See Note #2
Sun StorageTek SL3000 Modular Library System 24% 34% See Note #2
Sun StorageTek SL4000 Modular Library Features 24% 34% See Note #2
Sun StorageTek SL8500 Modular Library Features 24% 34% See Note #2
Sun StorageTek T10000B Tape Drive (Open) 24% 34% See Note #2
Sun StorageTek Virtual Storage Manager System (VSM 4) 24% 34% See Note #2
Sun StorageTek Virtual Storage Manager System (VSM 5) 24% 34% See Note #2
Sun ZFS Storage 7320 System 24% 34% See Note #2
Sun ZFS Storage 7420 System 24% 34% See Note #2
Sun ZFS Storage System Features 24% 34% See Note #2
Sun ZFS Storage System Options 24% 34% See Note #2
Tape Encryption 24% 34% See Note #2
Tape Library Features 24% 34% See Note #2
Tape Media 24% 29% See Note #2
Tape Options 24% 34% See Note #2
Tuxedo CFSR 15% 18% See Note #2
Virtual Desktop Infrastructure Software 28% 34% See Note #2
Zero Data Loss Appliance 15% 15% See Note #3
Zero Data Loss Appliance Software 15% 15% See Note #3
B. SOFTWARE PROGRAMS (except for Oracle Hospitality)

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Table B-1. Discount Table for Software Programs

and First Year of Technical Support
CUSOMTER
PRODUCT CATEGORY DISCOUNT LIST PRICE PRICE LIST
Technology 44.59% See Note #3 Oracle Technology Global Price List
Oracle E-Business Suite Applications
Oracle E-Business Suite (EBS) Applications 44.59% See Note #3
Global Price List
PeopleSoft (PSFT) Applications 44.59% See Note #3 PeopleSoft Component Global Price List
Siebel Applications 44.59% See Note #3 Siebel CRM Component Global Price List
Oracle Business Intelligence Applications
Business Intelligence Applications 44.59% See Note #3
Global Price List
Oracle Fusion Applications Global Price
Oracle Fusion Applications 44.59% See Note #3
List
Oracle Public Sector Revenue
Public Sector Revenue Management Applications 44.59% See Note #3
Management Global Price List
Oracle Construction & Engineering Price
Oracle Construction & Engineering 44.59%1 See Note #3
List
MySQL 44.59% See Note #3 MySQL Global Price List
JD Edwards Applications Commercial
JD Edwards 44.59% See Note #3
Price List
Oracle Utilities Texas DIR Price List,
Oracle Utilities See Note #4 See Note #3 except for the software programs
specified in Table B-3 below.
Acme Packet Part Number Global Price
Acme Packet 44.59% See Note #3
List
Table B-2. Discount Table for Software Programs

and First Year of Technical Support for Higher
Education Institutions
CUSOMTER
PRODUCT CATEGORY DISCOUNT LIST PRICE PRICE LIST
Campus Wide Program Licenses 89.93% See Note #5 See Note #5
Table B-3. Oracle Utilities Software Programs and First Year of Technical Support
Part Number Product Description Metric / Minimum Unit Net License Unit Net First Year
License Type Quantity Fees Of Technical
Support Fees
L106085 Oracle Utilities Customer to Meter Base for 100 in Customer 1,000 655.90 144.30
Residential Customers Count
L106087 Oracle Utilities Customer to Meter Base for 100 in Customer 100 9,838.50 2,164.47
Commercial and Industrial Customers Count
L106089 Oracle Utilities Advanced Meter Solution 100 Utilities 100 937.00 206.14
Devices
L106091 Oracle Utilities Usage Management and 100 Utilities 100 468.50 103.07
Advanced Billing Determinants Devices
L106093 Oracle Utilities Smart Device Management 100 Utilities 100 468.50 103.07
Devices
C. SERVICES (except for Oracle Hospitality)
Table C-1. Oracle University, Support (Technical Support Renewal, Linux, and
Oracle VM), and Managed Cloud Services
CUSTOMER
SERVICE CATEGORY DISCOUNT LIST PRICE
Oracle University Education/Training Services
• Instructor Led Training (Oracle Authorized Education Centers Only) 14.36% See Note #6
• Private Events 24.44% See Note #6
1
For one year from the effective date of the Contract.
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Table C-1. Oracle University, Support (Technical Support Renewal, Linux, and
Oracle VM), and Managed Cloud Services
CUSTOMER
• Self Study Courses (SSC), Live Virtual Courses (LVC) & Training on
29.48% See Note #6
Demand (TOD)
• Oracle Learning Subscription 29.48% See Note #6
Renewal of Technical Support 0% See Note #7
Oracle Linux Support and Oracle VM Support Services 44.59% See Note #8
Managed Cloud Services 0% See Note #9
Table C-2. Cloud Services (See Note #10)

Hosted Named Seat
Hosted Named User/
Oracle RightNow Cloud Service – Desktop Discount Month/Hosted CUSTOMER
Hosted Connected User
Schedule (See Note #11) Connected Seat Month DISCOUNT
Band
Band
< 300 < 25 2.27%
300 – 1,200 25 – 100 7.30%
1,201 – 2,400 101 – 200 11.34%
2,401 – 9,600 201 – 750 15.37%
9,601 – 18,000 751 – 1,500 30.48%
18,000 + 1,501 + 51.64%
Oracle RightNow Cloud Service – Web Services Sessions – Pooled CUSTOMER
Sessions - Monthly
(Session) Discount Schedule (See Note #12) DISCOUNT
< 1,000,000 < 82,500 2.27%
1,000,000 – 2,500,000 82,500 – 205,000 7.30%
2,500,001 – 5,000,000 205,001 – 415,000 11.34%
5,000,001 – 10,000,000 415,001 – 830,000 15.37%
10,000,001 – 15,000,000 830,001 – 1,250,000 30.48%
15,000,000 + 1,250,001 + 51.64%

Oracle RightNow Cloud Service – Outreach/Feedback Emails Sent Pooled CUSTOMER
Emails Sent Monthly
(Emails Sent) Discount Schedule (See Note #13) DISCOUNT
< 750,000 < 62,500 0.25%
750,000 – 2,000,000 62,500-165,000 27.46%
2,000,001 – 5,000,000 165,001 – 415,000 42.57%
5,000,001 – 10,000,000 415,001 – 830,000 53.65%
10,000,001 – 50,000,000 830,001 – 4,150,000 64.74%
50,000,001 – 250,000,000 4,150,001 – 20,800,000 72.80%
250,000,000 + 20,800,001 + 74.81%

Oracle RightNow Cloud Service Software Add-Ons/ Support Add-Ons (See Note CUSTOMER
Number of Units
#14) DISCOUNT
1–3 9.32%
4 – 10 19.40%
11 – 20 29.47%
20 + 39.55%
CUSTOMER
Oracle Fusion CRM Cloud Service Number of Users
DISCOUNT
< 25 13.35%
25 – 99 20.40%
100 – 199 22.42%

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200 – 749 26.45%
750 – 1,499 42.57%
1,500 + 63.73%
Number of Blocks (Three
Oracle Fusion Marketing Cloud Service Volume Blocks (Customer Record CUSTOMER
Year Subscription –
Blocks and Email Capacity Blocks) (See Note #15) DISCOUNT
Standard)
1 – 10 30.48%
11 – 30 38.54%
31 – 80 39.55%
81 – 200 44.58%
201 – 400 52.64%
401 – 600 55.67%
601 + 59.70%
Oracle Fusion Human Capital Management (HCM) Cloud Service, Oracle Fusion
Talent Management Cloud Service, Oracle Talent Acquisition Cloud services, CUSTOMER DISCOUNT PRICE List
Oracle Talent Cloud
34.51% See Note#16
Transaction bands
(based on three-year
Oracle Fusion Enterprise Resource Planning (ERP) Cloud Service (See Note CUSTOMER
Fusion ERP Cloud
#17) DISCOUNT
Service contract based
off of list prices)
0 – $200,000 2.27%
$200,001 – $400,000 4.28%
$400,001 – $600,000 6.30%
$600,001 – $800,000 8.31%
$800,001 – $1,000,000 10.33%
$1,000,001 – $1,500,000 11.34%
$1,500,001 – $2,500,000 13.35%
$2,500,001 + 15.37%
Three-Year Contract CUSTOMER
Oracle Planning and Budgeting Cloud Service (See Note #18)
Value (at List) DISCOUNT
0 – $100,000 2.27%
$100,001 – $200,000 4.28%
$200,001 – $300,000 6.30%
$300,001 – $400,000 8.31%
$400,001 – $500,000 10.33%
$500,001 – $750,000 11.34%
$750,001 – $1,000,000 13.35%
$1,000,001 + 15.37%
Construction & Engineering Discount Schedule for Primavera Unifier and CUSTOMER
Number of Users
Instantis DISCOUNT2
0 – 25 0.25%
26 – 50 4.28%
51 – 100 9.32%
101 – 200 14.36%
201 – 500 24.43%
2
For one year from the effective date of the Contract.
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501 – 1000 34.51%
1001 + 39.55%
CUSTOMER
Social Cloud Base (See Note #19) Price Measure
DISCOUNT
Social Cloud, Basic – Production Environment Monthly 2.27%
Social Cloud, Standard – Production Environment Monthly 2.27%
Social Cloud, Enterprise – Production Environment Monthly 2.27%
Social Cloud, Basic – 1000 Messages Annual 3.27%
Social Cloud, Standard – 1000 Messages Annual 3.27%
Social Cloud, Enterprise – 1000 Messages Annual 3.27%
Table C-3. Oracle Utilities Cloud Services and Technical Cloud Services3 (See Note #20)
Net Monthly
Category
Subscription Price
Energy Efficiency Cloud Service - 100 in Customer Count Oracle Utilities Opower $618.42
Peak Management: Behavioral Demand Response Cloud Service -100 in
Oracle Utilities Opower $348.56
Customer Count
Digital Self Service, Energy Management Cloud Service - 100 in Customer Count Oracle Utilities Opower $70.28
Proactive Alerts Cloud Service - 100 in Customer Count Oracle Utilities Opower $23,433.90
Rates Engagement Cloud Service - 100 in Customer Count Oracle Utilities Opower $47.22
Energy Efficiency Product Setup Fee Oracle Utilities Opower $45,627.22
Peak Management Cloud Service Setup Fee Oracle Utilities Opower $77,457.11
Targeted Web Marketing Setup Fee Oracle Utilities Opower $19,119.49
API Cloud Service Setup Fee Oracle Utilities Opower $15,825.93
SSO and Seamless with Embeddable Cloud Service Setup Fee Oracle Utilities Opower $129,300.38
Customer Service Interface Cloud Service Setup Fee Oracle Utilities Opower $46,514.55
Standard Service Bundle Fee Oracle Utilities Opower $123,088.07
Professional Services Estimated Travel and Expense Oracle Utilities Opower $500.00
Opower Customer Billing Integration and Platform Cloud Service Setup Fee Oracle Utilities Opower $186,036.67
AMI Integration and Platform Cloud Service Setup Fee Oracle Utilities Opower $93,011.31
Customer Segmentation Extract Fee Oracle Utilities Opower $11,581.32
Customer Load Profile Archetype Extract Fee Oracle Utilities Opower $14,874.88
Additional Data Feed Setup Fee Oracle Utilities Opower $46,517.37
Standard Welcome Letter Setup Fee Oracle Utilities Opower $15,896.21
Postcard Setup Fee Oracle Utilities Opower $19,426.82
Proactive Alerts Setup Fee (AMI HBAs and WAMIs) Oracle Utilities Opower $91,254.43
Basic Service Bundle Fee Oracle Utilities Opower $76,723.85
Customer Service Interface Cloud Service Setup Fee Oracle Utilities Opower $46,514.55
Digital Self Service - Energy Management Advanced Metering Infrastructure Oracle Utilities Opower $46.89
Premium Service Bundle Fee Oracle Utilities Opower $266,468.63
Standard Promotional Module Fee (HER, eHER, web) Oracle Utilities Opower $4,118.12
Oracle Utilities Opower Digital Self Service, Transactions Cloud Service Oracle Utilities Opower $19.63
(Controlled Availability)
Oracle Utilities Opower Digital Self Service, Trasanctions Cloud Service, Setup Oracle Utilities Opower $251,351.10
Fee
Oracle Utilities Opower Digital Self Service, Trasanctions Cloud Service, Oracle Utilities Opower $19,948.50
Advanced Configuration - Small
Oracle Utilities Opower Digital Self Service, Trasanctions Cloud Service, Oracle Utilities Opower $48,873.83
Advanced Configuration - Large
3
Any reference to “Professional Services” in Table C-3 shall mean “Technical Cloud Services” as defined in the Contract.
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Table C-3. Oracle Utilities Cloud Services and Technical Cloud Services3 (See Note #20)
Oracle Utilities Analytics Insights Cloud Service, Base Platform Analytics Insights $2,946.94
Oracle Utilities Analytics Insights Cloud Service, Exception Prioritization Analytics Insights $1.81
Oracle Utilities Analytics Insights Cloud Service, Meter Failure Detection Analytics Insights $1.81
Oracle Utilities Analytics Insights Cloud Service, Meter Deployment Tracking Analytics Insights $1.81
Oracle Utilities Analytics Insights Cloud Service, Theft and Loss Detection at Analytics Insights $2.27
Meter Level
Oracle Utilities Analytics Insights Cloud Service, Theft and Loss Detection at Grid Analytics Insights $1.36
Level
Oracle Utilities Analytics Insights Cloud Service, Distribution Transformer Failure Analytics Insights $2.27
Prediction
Oracle Utilities Analytics Insights Cloud Service, Electric Service to Transformer Analytics Insights $1.81
Connectivity
Oracle Utilities Analytics Insights Cloud Service, Vehicle Disaggregation for Grid Analytics Insights $2.27
Planning
Oracle Utilities Analytics Insights Cloud Service, Meter to Feeder Phase Analytics Insights $2.27
Discrepancy Detection
Oracle Utilities Analytics Insights Cloud Service, Capacitor Bank Failure Analytics Insights $2.27
Detection
Oracle DataRaker Custom Advanced Analytics Services (Controlled Availability) Analytic Insights $2,883.47
Oracle DataRaker Service Bundle Lite Fee Analytic Insights $9,520.88
Oracle DataRaker Service Bundle Core Fee Analytic Insights $17,046.90
Oracle DataRaker Implementation Services Analytic Insights $326,430.00
Professional Services Estimated Travel and Expense Oracle DataRaker $500.00

Oracle Utilities Meter Solution Cloud Service Meter Solution Cloud $0.28
Service
Oracle Utilities Meter Solution Cloud Service - Add'l Data Storage Meter Solution Cloud $377.81
Service
Oracle Utilities Meter Solution Cloud Service - Add'l Development Environment Meter Solution Cloud $3,022.50
Service
Oracle Utilities Meter Solution Cloud Service - Add'l Test Environment Meter Solution Cloud $6,045.00
Service
Oracle Utilities Meter Solution Cloud Service - Add'l Database Storage for Meter Solution Cloud $50.38
Development Environment Service
Oracle Utilities Customer Cloud Service (Controlled Availability) Customer Cloud Service $0.61
Additional Billable Service TypeFlat Fee Customer Cloud Service $8,765.25
Oracle Utilities Customer Cloud Service, Advanced Meter Solution (Controlled Customer Cloud Service $0.28
Availability)
Oracle Utilities Customer Cloud Service - Addl Data Storage - 500 Gigabyte Customer Cloud Service $226.69
Oracle Utilities Customer Cloud Service - Addl Data Storage for Development Customer Cloud Service $15.11
Environment - 250 Gigabytes (Controlled Availability)
Oracle Utilities Customer Cloud Service - Addl Development Environment - Customer Cloud Service $3,173.63
Instance (Controlled Availability)
Oracle Utilities Customer Cloud Service - Addl Test Environment - Instance Customer Cloud Service $6,347.25
Table C-4. Cloud Services

CUSOMTER
CLOUD SERVICE CATEGORY DISCOUNT LIST PRICE PRICE LIST
Oracle Eloqua Marketing Cloud Services 4.28% See Note #21 Oracle Marketing Cloud Global Price List
Responsys Marketing Platform Cloud Services 4.28% See Note #21 Oracle Marketing Cloud Global Price List
Oracle Cloud Platform as a Service and
Oracle Platform as a Service and Infrastructure as a
16.37%4 See Note #22 Infrastructure as a Service - Public Cloud -
Service - Public Cloud
Global Price List
4
Discount does not apply to Universal Credits or Government part numbers.
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Table C-5. Oracle Advanced Customer Support

(“ACS”) Services (See Note #23)
Year 1 1-30 days 31-60 days 61-99 days 100-150 days 151-199 days 200+ days
Senior ACS Engineer $379.75 $371.13 $363.46 $351.99 $344.36 $325.22
ACS Engineer $316.46 $309.28 $302.88 $293.33 $286.97 $271.02
Technical Account
Manager I $316.46 $309.28 $302.88 $293.33 $286.97 $271.02
ACS Engineer $322.79 $315.46 $308.94 $299.19 $292.71 $276.44
Technical Account
Manager I $322.79 $315.46 $308.94 $299.19 $292.71 $276.44
ACS Engineer $329.24 $321.77 $315.12 $305.18 $298.56 $281.97
Technical Account
Manager I $329.24 $321.77 $315.12 $305.18 $298.56 $281.97
ACS Engineer $335.83 $328.21 $321.42 $311.28 $304.53 $287.60
Technical Account
Manager I $335.83 $328.21 $321.42 $311.28 $304.53 $287.60
ACS Engineer $342.55 $334.77 $327.85 $317.51 $310.62 $293.36
Technical Account
Manager I $342.55 $334.77 $327.85 $317.51 $310.62 $293.36
CUSOMTER
Installation Services, Packaged Services, and other ACS Services not specified elsewhere
0% See Note #23
on this Appendix C
Table C-6. Technical Services and Technical Cloud Services

ON PREMISES CLOUD SOLUTIONS
TECHNICAL LEVEL ORACLE (See Note #24) SOLUTIONS SERVICES SERVICES
$297.23 $247.50
North American Technical Services Sr. Practice/Tech Director-9
$297.23 $247.50
NAC Practice/Tech Director-8
$261.91 $213.46
NAC Practice/Tech Manager-7
$242.63 $197.99
NAC Senior Principal Technician-6T
$212.17 $173.24
NAC Principal-5
$173.59 $142.31
NAC Senior-4
$154.31 $123.75
NAC Staff-3
$113.70 $92.81
NAC Associate -2
$146.69 $119.98
Reston Delivery Center (“RDC”) Principle-5
$121.70 $99.75
RDC Sr-4
$105.58 $86.15
RDC Staff-3
$89.33 $73.05
RDC Associate-2
$164.97 $144.08
*Global Service Delivery On-Site-9
$156.73 $138.04
$123.09 $110.83
$103.29 $93.70
$84.01 $78.59
$71.51 $68.01
$66.18 $63.48

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Table C-6. Technical Services and Technical Cloud Services

ON PREMISES CLOUD SOLUTIONS
TECHNICAL LEVEL ORACLE (See Note #24) SOLUTIONS SERVICES SERVICES
$60.21 $58.94
$133.49 $109.28
Global Service Delivery Remote-9
$125.50 $102.56
$91.87 $75.18
$72.02 $58.84
$52.79 $43.17
$40.29 $32.89
$34.96 $28.64
$29.00 $23.74
Table C-7. Java SE Platform Products (See Note #25)
Net Monthly
Volume
Subscription Price
Java SE Desktop Subscription 1-999 $2.47
Subscription Metric: Named User Plus
1,000-2,999 $1.98
3,000-9,999 $1.73
10,000-19,999 $1.48
20,000-49,999 $1.24
50,000+ Contact Oracle Sales
Java SE Subscription 1-99 $24.75
Subscription Metric: Processor
100-249 $23.51
250-499 $22.27
500-999 $19.80
1,000-2,999 $17.32
3,000-9,999 $14.85
10,000-19,999 $12.37
20,000+ Contact Oracle Sales
D. HOSPITALITY
Table D-1. Oracle Hospitality Hardware, Software,

Cloud Services, Technical Services
PRODUCT CATEGORY LIST PRICE Pricing
Oracle Hospitality Hardware See Note #26 Oracle Hospitality Texas DIR Pricing
Oracle Hospitality Software See Note #26 Oracle Hospitality Texas DIR Pricing
Oracle Hospitality Cloud Services See Note #26 Oracle Hospitality Texas DIR Pricing
Oracle Hospitality Technical Services See Note #26 Oracle Hospitality Texas DIR Pricing
E. Acme Packet Hardware
Table E-1. Oracle Acme Packet Hardware

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PRODUCT CATEGORY Customer Discount Pricing

Acme Packet 1100 30% See Note #27
Acme Packet Options 30% See Note #27
Acme Packet Spares 30% See Note #27
Acme Packet Transcoding Options 30% See Note #27
Oracle Communications Session Router 30% See Note #27
Oracle Communications Session Border Controller 30% See Note #27
Oracle Enterprise Session Border Controller 30% See Note #27
Oracle Enterprise Communications Broker 30% See Note #27
Oracle Communications WebRTC Session Controller 30% See Note #27
Note #1: The discounts specified in Table A-1 above apply to hardware (and first year of technical support) and
programs (and first year of technical support) that are designated as an item number or product name associated with
the Named Product Hierarchies, except for Oracle Hospitality hardware and programs.
Note #2: The appropriate price list is the Systems Hardware and Software Global Price List. This commercial price
list will be made available at a web site to be accessible by the Customers. On this price list, Customers can find the
item number and the Named Product Hierarchy.
Note #3:The appropriate price list for the software program product categories listed in Table B-1 above are as specified
in the “Price List” column in Table B-1. The commercial price lists will be made available at a web site to be accessible
by the Customers.
Note #4: The pricing specified in Oracle Utilities Texas DIR Price List is pricing for Customers, except for those specified
in Table B-3 above.
Note #5: The discount specified in Table B-2 are available for Customers who qualify as educational providers under
the terms of Oracle’s standard Academic Practices policies and are eligible under §2054.003 of the Texas Government
Code (“Higher Education Institutions”). Notwithstanding the existence of separate license pricing terms for educational
programs, the terms and conditions of this Contract that Oracle determines to be applicable shall apply to all purchases
of Oracle software and associated products offered herein under educational licenses. Higher Education Institutions
purchasing under this Contract may acquire licenses on a campus-wide basis, which means licensing all full-time and
part-time students, faculty and staff (“Campus Wide Program”) in accordance with the following:
(a) Eligible Programs. The appropriate price list is the Oracle Technology Global Price List for the following
programs:
Oracle Database: • Tuning Pack

• Standard Edition • Lifecycle Management Pack
• Enterprise Edition • Data Masking Pack
• NoSQL Enterprise Edition • Test Data Management pack
• Cloud Management Pack
Enterprise Edition Options:
• Multitenant Application Server:
• Real Application Clusters • Weblogic Server Standard
• Partitioning • Weblogic Server Enterprise Edition
• Active Data Guard • Weblogic Suite
• Real Application Testing • Internet Application Server Standard
• Advanced Compression • Internet Application Server Enterprise
• Advanced Security Option • SOA Suite for Middleware
• Label Security
• Database Vault Application Server Enterprise Management
• OLAP Options:
• Advanced Analytics • Weblogic Management pack
• SOA Management pack
Enterprise Management Options: • Management pack for GoldenGate
• Diagnostics Pack

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Data Integration:
• Data Integrator Enterprise
• GoldenGate
• GoldenGate for Non-Oracle Database
Other Products:
• Webcenter Suite Plus
• Webcenter Portal
• Management Pack for Webcenter
• Identity and Access Management Suite
• Identity Governance Suite
• Directory Services Plus
• Access Management Suite Plus
• Management pack for Identity Mgmt
• Real User Experience Insight

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(b) Internet Access. Higher Education Institutions may allow an unlimited number of internet users to access any
of the Campus Wide Program licenses licensed under an Oracle Order Form, provided the access is for viewing,
querying, or adding data associated with the Higher Education Institution’s administrative, teaching, research or
community service functions. Higher Education Institutions may charge a fee for such internet access provided the
fee is designed to only reimburse the Higher Education Institution for its costs incurred in developing and
administering the Higher Education Institution’s business program.
(c) OAI and WDP Membership. As of the effective date of an order placed under this Contract, teaching
departments at the Higher Education Institution may participate in the Oracle Academic Initiative (OAI) and/or the
Oracle Workforce Development Program (WDP) or successor programs that may replace OAI/WDP. The
OAI/WDP membership fee will be waived for any department that elects to incorporate Oracle programs into its
classroom teaching. Teaching departments may apply for the free membership at http://oai.oracle.com or
http://workforce.oracle.com. Once the teaching department is established as an OAI/WDP member, the
department will be licensed to use the Programs available under OAIIWDP for the purposes set forth in the
applicable agreement.
(d) User Minimums. The user minimum tables in the Oracle Licensing Definitions and Rules do not apply to
Campus Wide Program licenses.
(e) Campus Wide Program licenses may not be used for non-medical school functions of an associated medical
center or university hospital (e.g., patient management and billing).
(f) On the yearly anniversary of the effective date of an order, you must report any additional full-time and part-
time students, faculty and staff to Oracle and ensure your license quantity is sufficient to cover the additional
population in order to extend the rights listed above (Internet Access, OAI and WDP Membership, User Minimums)
for a subsequent year.
Note #6: Pricing for Oracle University products and services is subject to the Oracle University Price List in effect at
the time the Customer places the student registration for the training. Oracle University's Price List is posted at
http://education.oracle.com. These discounts may not be used in conjunction with any other discounts or special
promotions offered by Oracle University.
Note #7: Customers may renew technical support services (SULS or Premier Support for Systems as appropriate)
under this Contract. For first and second renewal years of technical support that commences during the term of the
Contract, if Customer renews technical support for the same number of licenses for the same programs and/or the
same systems for the same configurations, the annual technical support fees will not increase by more than 4% over
the prior year’s fees. If the Customer’s order is fulfilled by a Reseller, the annual fee for SULS for the first renewal year
will be the price quoted to the Customer by the Reseller; and the annual fee for SULS for the second renewal year will
not increase by more than 4% over the prior year's fees. Oracle technical support services (including first year and all
subsequent years) are provided under Vendor’s applicable technical support services policies in effect at the time the
services are provided. Customer agrees to cooperate with Vendor and provide the access, resources, materials,
personnel, information, and consents that Vendor may require in order to perform the technical support services. The
technical support services policies are incorporated in this Contract and are subject to change at Vendor’s discretion;
however, Vendor will not materially reduce the level of services provided during the period for which fees for the
applicable technical support services have been ordered. Customer should review the applicable technical support
services policies prior to executing an order for the applicable services. Customer may access the current versions of
the technical support services policies at http://oracle.com/contracts. Technical support is effective upon the effective
date of the order unless otherwise stated in the Customer’s order.
Note #8: The appropriate price list is the Oracle Linux Support and Oracle VM Support Global Price List. This
commercial price list will be made available at a web site to be accessible by the Customers. For the avoidance of any
doubt, any Oracle Linux or Oracle VM software license products are expressly excluded from this Contract; therefore,
even if on the Oracle Linux Support and Oracle VM Support Global Price List, may not be purchased under this
Contract.
Note #9: The appropriate price list is the Oracle Managed Cloud Services Global Price List. This commercial price list
will be made available at a web site to be accessible by the Customers.
Note #10: The appropriate price lists for Table C-2 above are the Oracle Taleo Cloud Service Global Price List, Oracle
RightNow Global Price List, Oracle Fusion Cloud Service Global Price List, Oracle Construction & Engineering Global
Price List, and Oracle Marketing Cloud Global Price List (for Social Cloud). These commercial price lists will be made

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available at a web site to be accessible by the Customers. The discounts specified in Table C-2 only apply to direct
purchases through Oracle, and do not apply to any indirect purchases through any Reseller.
For the avoidance of any doubt, the discounts for Cloud Services do not apply to the “Technical Cloud Services Pricing”
pages of any of the price lists. Any reference to “Professional Services” or “Consulting Services” in these price lists
shall mean “Technical Services” or “Technical Cloud Services” as defined in the Contract.
Note #11: The appropriate price list is the Oracle RightNow Global Price List. Discounts thresholds are established on
a per-subscription-service basis.
Note #12: The appropriate price list is the Oracle RightNow Global Price List. Sessions are sold in blocks of 100
Sessions, but tiers below are based on each individual Session and not blocks of 100 Sessions.
Note #13: The appropriate price list is the Oracle RightNow Global Price List. The Emails are sold in blocks of 100
Emails, but tiers are based on each individual Email and not blocks of 100 Emails.
Note #14: The appropriate price list is the Oracle RightNow Global Price List. The discounts are not applicable to the
Additional Test Environment. Each Oracle RightNow offering under the categories listed in Section C, Table 2 must be
discounted separately as its own individual number of units (i.e., cannot aggregate multiple Oracle RightNow offerings
under these categories to create a higher level of units and thus a higher discount). Each discount must be based on
the number of units. Units are defined as the following metrics: Certificate, Community Instance, Connection, Each,
External Interface, Instance, Interface, and 20,000 Documents Indexed. Units cannot be combined across different
metrics.
Note #15: The appropriate price list is the Oracle Fusion Cloud Service Global Price List. The number of customer
record blocks and email capacity blocks cannot be combined to get to a higher user band. Each must be evaluated
separately to determine the discount.
Note #16: The appropriate price lists are the Oracle Fusion Cloud Service Global Price List and the Oracle Taleo Cloud
Service Global Price List. This discount schedule also applies to “Oracle Taleo Community Connect Cloud Service”
and “Oracle Social Sourcing Cloud Service”, which were formerly SelectMinds.
Note #17: Oracle Fusion Enterprise Performance Management Cloud Service discount schedule applies only to the
Fusion Enterprise Performance Management Cloud Service subscription services listed on the Oracle Fusion Cloud
Service Global Price List. Transaction bands are based on a three-year Fusion Enterprise Performance Management
Cloud Service contract based off of list prices. Transaction bands should only include Fusion Enterprise Performance
Management Cloud Service subscription services.
Note #18: The appropriate price list is the Oracle Fusion Cloud Service Global Price List. All subscription services
noted are purchased in units of 1,000 Records (e.g., the per "Hosted 1,000 Records" metric), but tiers are based on
each individual Records and not blocks of 1,000 Records.
Note #19: The appropriate price list is the Oracle Marketing Cloud Global Price List.
Note #20: Please check with Order Fulfiller regarding any inclusions, restrictions, purchase minimums, or prerequisites.
Note #21: The appropriate price lists for the Cloud Service categories listed at the end of Table C-3 above are as
specified in the “Price List” column for such Cloud Service categories. The commercial price lists will be made available
at a web site to be accessible by the Customers.
Note #22: The appropriate price list for the Oracle Cloud Platform as a Service and Infrastructure as a Service - Public
Cloud. The discounts do not apply to Universal Credits and Government part numbers, except to the extent agreed
upon by the parties in the applicable Order Form “Pre-Paid Subscription” or “Prepaid” part numbers may not be
purchased unless and except to the extent agreed upon by the parties in the applicable Order Form. The commercial
price list will be made available at a web site to be accessible by the Customers. Any reference to “Professional
Services” or “Consulting Services” in these price lists shall mean “Technical Services” or “Technical Cloud Services”
as defined in the Contract.
Note #23: To be eligible to purchase installation services, packaged services, or other ACS services, Customers must
be current on technical support (Software Update License and Support, or “SULS”) for their licensed programs, current
on technical support (Premier Support for Systems) for hardware, and all supported software environments must
comply with current Oracle Certification Matrices.

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Note #24: The Technical Level Oracle Technical services denoted with an asterisk (*) in the table in section C, Table
3 require a minimum of 2 months of on-site services. Any reference to “Professional Services” or “Consulting Services”
in any of the price lists shall mean “Technical Services” or “Technical Cloud Services” as defined in the Contract.
Note #25:. Please check with Order Fulfiller regarding any inclusions, restrictions, purchase minimums, or
prerequisites.
Note #26: The pricing specified in Oracle Hospitality Texas DIR Pricing is pricing for Customers. Please check with
Order Fulfiller regarding any inclusions, restrictions, purchase minimums, or prerequisites.
Note #27: The appropriate price list is the Acme Packet Part Number Global Price List. Please check with Order Fulfiller
regarding any inclusions, restrictions, purchase minimums, or prerequisites.

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APPENDIX D TO DIR CONTRACT NO. DIR-TSO-4158

(per Amendment 1)
LICENSE AGREEMENT
Customers acquiring Oracle intellectual property pursuant to the Contract shall hold, use and operate such
property, as applicable subject to compliance with DIR Contract No. DIR-TSO-4158 and the following terms and
conditions contained in this License Agreement and elsewhere in the Contract.
A. License Agreement Definitions
1. The term "ancillary programs" refers to third party materials specified in the documentation which may
only be used for the purposes of installing or operating the programs with which the ancillary programs
are delivered.
2. The term "documentation" refers to the user manual and installation manuals.
3. The term "programs" refers to the software product(s) owned or distributed by Oracle (except operating
system and integrated software) which you have ordered, the related documentation, and any program
updates acquired through technical support.
4. The term "hardware" refers to the new or like new computer equipment, including components,
options and spare parts.
5. The term "operating system" refers to the software product(s) owned or distributed by Oracle (excluding
the programs and integrated software) which manages your ordered hardware for programs and other
software, the related documentation, and any updates acquired through technical support.
6. The term "integrated software" refers to the to any software or programmable code that is (a) embedded
or integrated in the hardware and enables the functionality of the hardware or (b) specifically provided to
the Customer by Oracle under the Contract and specifically listed (i) in accompanying documentation, (ii)
on an Oracle webpage or (iii) via a mechanism that facilitates installation for use with the Customer’s
hardware. Integrated software does not include and the Customer does not have rights to (a) code or
functionality for diagnostic, maintenance, repair or technical support services; or (b) separately licensed
applications, operating systems, development tools, or system management software or other code that
is separately licensed by Oracle.
7. The term "integrated software options" refers to the software or programmable code owned or
distributed by Oracle which is embedded in, installed on, or activated on the hardware you have
ordered that requires one or more unit licenses that you must separately order and consists of certain
software agents, the related documentation, and any updates acquired though technical support.
8. The term “separate terms” refers to separate license terms that are specified in the program
documentation, readmes or notice files and that apply to separately licensed third party technology.
9. The term “separately licensed third party technology” refers to third party technology that is licensed
under separate terms and not under the terms of the Contract.
10. The term "technical support" refers to the annual technical support services you may have ordered for
the programs or hardware. If ordered, annual technical support (including first year and all subsequent
years) is provided under Oracle's technical support policies 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 technical support services.
The technical support policies, incorporated in the Contract, including this Appendix D, 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 or hardware during the period for which fees for
technical support have been paid. You should review the policies prior to entering into the Order Form
for the applicable services. You may access the current version of the technical support policies at
http://oracle.com/contracts.
a. Technical support is effective upon the effective date of the Order Form unless otherwise stated
in your order.
b. Software Update License & Support (or any successor technical support offering to Software
Update License & Support, “SULS”) acquired with your order may be renewed annually and, if
you renew SULS for the same number of licenses for the same programs, for the first and
DIR-TSO-4158 Appendix D Page 1 of 26

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second renewal years the fee for SULS, will not increase by more than 4% over the prior year’s
fees. If your order is fulfilled by a member of Oracle’s partner program, the fee for SULS for the
first renewal year will be the price quoted to you by your partner; the fee for SULS for the
second renewal year will not increase by more than 4% over the prior year's fees.
c. If you decide to purchase technical support for any license within a license set, you are required
to purchase technical support at the same level for all licenses within that license set. You may
desupport a subset of licenses in a license set only if you agree to terminate that subset of
licenses. The technical support fees for the remaining licenses will be priced in accordance
with the technical support policies in effect at the time of termination. Oracle’s license set
definition is available in the current technical support policies. If you decide not to purchase
technical support, you may not update any unsupported program licenses with new versions of
the program.
11. The term "you" or "your" refers to the Customer.
12. The term "Oracle" refers to Oracle America, Inc., the Vendor.
13. The term “partner” refers to Resellers.
14. The term “services” refers to technical support, education, hosted/outsourcing services, consulting or
other services which the Customer has ordered.
15. Terms used but not otherwise defined herein shall have the meaning ascribed to them in the Contract
for Products and Related Services by and between State of Texas Department of Information
Resources and Oracle America, Inc. and Appendix A thereto, as applicable.
B. Rights Granted
Upon Oracle's acceptance of your order, you have the non-exclusive, non-assignable, royalty free, perpetual
(unless otherwise specified in the Order Form), limited right to use: (1) the programs and receive any related
technical support services you ordered solely for your internal business operations and subject to the terms of
the Contract, including this Appendix D, the definitions and rules set forth in the Order Form and the related
documentation; (2) the operating system and receive any related technical support services only as
incorporated in, and as part of the hardware you ordered and subject to the terms of the license delivered with
the hardware (current versions of the license agreements are located at http://oracle.com/contracts; (3) the
integrated software and receive any related technical support services only as incorporated in, and as part of
the hardware you ordered and subject to the terms of the Contract, including this Appendix D, and the related
documentation; and (4) the Integrated software options and receive any related technical support services
only as incorporated in, and part of the hardware you ordered, and subject to the terms of the Contract,
including this Appendix D, the related documentation and the Integrated Software Options License Definitions,
Rules and Metrics accessible at http://oracle.come/contracts. Any conflict between the Contract, including this
Appendix D, and the Integrated Software Options License Definitions, Rules and Metrics, the Integrated
Software Options License Definitions, Rules and Metrics shall take precedence.
The operating system, or integrated software or integrated software options may include separate works,
identified in a readme files, notice files or the related documentation, which are licensed under open source or
similar license terms; your rights to use such software under such terms are not restricted in any way by the
Contract, including this Appendix D. The appropriate terms associated with such separate works can be found
in the readme files, notice files or the documentation accompanying such 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://www.oracle.com/technetwork/opensource/index.html. Alternatively, you can mail your
written request to Oracle Corporation, Attn: VP of Legal, Development and Engineering, 500 Oracle Parkway,
MS5OP10, 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
our last delivery of the product, or in the case of code licensed under the GPLv3, you may send a request for
as long as Oracle offers spare parts or technical support for the applicable product model. This offer only
applies if you received your operating system, integrated software and/or Integrated software options on
physical media.

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You may allow your agents and contractors (including, without limitation, outsourcers) to use the software
subject to the Contract, including this Appendix D, and you are responsible for their compliance with the
Contract, including this Appendix D, in such use.
The technical support services provided under the Contract may be related to your license to use software
which you acquire under a separate order prior to the effective date of the Contract. The agreement
referenced in that order shall govern your use of such software.
C. Ownership and Restrictions
Oracle or its licensors retain all ownership and intellectual property rights to the programs, operating system
and integrated software. Oracle or its licensors retains all intellectual property rights to the hardware; title of
the hardware is transferred to the Customer upon delivery. Oracle retains all ownership and intellectual
property rights to anything developed and delivered under the Contract resulting from services.
Third party technology that may be contained in or appropriate or necessary for use with some programs,
operating systems and integrated software is specified in the related documentation, notice files or readme
files. Such third party technology is licensed to you either under the terms of the Contract, including this
Appendix D or, if specified in the documentation, readme files or notice files, under separate terms. Your
rights to use separately licensed third party technology under separate terms are not restricted in any way by
the Contract, including this Appendix D. However, for clarity, notwithstanding the existence of a notice, third
party technology that is not separately licensed third party technology shall be deemed part of the programs
and is licensed to you under the terms of the Contract, including this Appendix D.
Any source code delivered is subject to the terms of the Contract, including this Appendix D, the Order Form
and the related documentation.
You may:
make a sufficient number of copies of each program for your licensed use and one (1) copy of each
program media; or
make a sufficient number of copies of the operating system, integrated software and/or Integrated
software options solely for archival purposes, to replace defective copies or verification
You may not:

remove or modify any markings or any notice of Oracle's or its licensors' proprietary rights from the
programs, operating system, integrated software or Integrated software options;
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, integrated software and/or
Integrated software options; or
disclose results of any benchmark tests without Oracle's prior written consent, except as required by
applicable law, provided that you give Oracle prior notice and an opportunity to oppose such disclosure
(unless prohibited by law).
D. Trial Programs
You may order trial programs, or Oracle may include additional programs with your order on media, electronic
download or on the hardware 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. If you decide not to obtain a license
for any program after the 30 day trial period, you will cease using and will 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.
E. Non-Assignment of Software Licenses
Upon advance written notice to Oracle and provided that you have continuously maintained annual technical

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support services, you may assign your rights to the software and/or any services or an interest in them
provided for in the Contract and the applicable Order Form(s) to another governmental agency as designated
by the Texas Legislature i) that is a successor in interest to you that performs your statutory obligations, or ii)
as necessary to satisfy a regulatory requirement imposed upon you by a governing body with the appropriate
authority; provided that such assignee entity agrees in writing to the terms and conditions of the Contract and
the applicable Order Form(s). If you grant a security interest in the programs, hardware and/or any services
deliverables (e.g., as may be required if you obtain outside financing of your purchase), the secured party
(e.g., the financier) has no right to use or transfer the software and/or any services deliverables, and if you
decide to finance your acquisition of the programs, hardware and/or any services, you will follow Oracle's
policies regarding financing which are at http://oracle.com/contracts.
F. Audit of Programs
Upon 45 days written notice, Oracle may audit your use of the programs, the operating system, integrated
software and integrated software options. You agree to cooperate with Oracle's audit and provide reasonable
assistance and access to information. Any such audit shall not unreasonably interfere with your normal
business operations. You agree to pay within 30 days of written notification any fees applicable to your use of
the programs, the operating system, integrated software and integrated software options in excess of your
license rights. If you do not pay, Oracle can end your technical support, licenses and/or your order under the
Contract. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the
audit.
G. Uniform Computer Information Transactions Act
The Uniform Computer Information Transactions Act does not apply to this License Agreement or
orders placed under it.
H. Export
Export laws and regulations of the United States and any other relevant local export laws and regulations
apply to the products (including any operating system and integrated software). You agree that such export
laws govern your use of the products (including technical data, operating system and integrated software) and
any service deliverables provided under the Contract, including this Appendix D, 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, product (including, any operating system and integrated software) 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 used in the
transfer, export or re-export of the products and any service deliverables: “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.”
I. Oracle License Definitions and Rules
To fully understand your license grant, you need to review the definition for the licensing metric and term
designation set forth below and/or in the applicable Order Form.
Definitions and License Metrics
$M Annual Transaction Volume: is defined as one million U.S. Dollars in all purchase orders transacted and all
auctions conducted through the Oracle Exchange Marketplace by you and others during the applicable year of the
Oracle Exchange Marketplace license, regardless of whether any such auction results in a purchase order,
provided that an auction resulting in a purchase order shall only be counted against the Annual Transaction
Volume once.
Applications National Language Support (NLS) Supplement Media Packs: Please be advised that only a
subset of the products included on an Applications NLS Supplement Media Pack have been translated. For
existing supported customers, My Oracle Support has information on which products have been translated for the
supported languages (https://support.oracle.com). For new or unsupported customers, please contact your
Oracle Account Manager for this information.

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$M in Application Annual Revenue: is defined as one million U.S. Dollars excluding taxes processed through
the licensed program. For Oracle Self-Service E-Billing products, the Annual Revenue is equivalent to the total
invoiced amount for all company accounts that have at least one enrolled user per billing period.
Application Developed: is defined as a software program developed by You that operates on smart-phones
and/or other end user devices and that (i) provides end users with access to content or (ii) provides end users
with end user transaction enablement or (iii) otherwise enables use by end users of functions available through
the Oracle run-time Program.
Application User: is defined as an individual authorized by you to use the applicable licensed application
programs which are installed on a single server or on multiple servers regardless of whether the individual is
actively using the programs at any given time. If you license the Oracle Self Service Work Request option in
conjunction with Oracle Enterprise Asset Management, you are required to maintain licenses for the equivalent
number of Application Users licensed and you are granted unlimited access to initiate work requests, view work
request status and view scheduled completion dates for your entire employee population. Application Users
licensed for Oracle Order Management are allowed to manually enter orders directly into the programs but any
orders entered electronically from other sources must be licensed separately. For Oracle Sourcing, Oracle
Fusion Sourcing, Oracle iSupplier Portal, Oracle Fusion Supplier Portal, Oracle Services Procurement,
PeopleSoft eSupplier Connection, and PeopleSoft Strategic Sourcingprograms, use by your external suppliers is
included with your application user licenses. For the purpose of the Oracle Financial Services Operational Risk
Solution program, employees who are just contributing information to the program via the applicable user
interface shall not be counted as application users.
Application Read-Only User: is defined as an individual authorized by you to run only queries or reports against
the application program for which you have also acquired non read-only licenses, regardless of whether the
individual is actively using the programs at any given time.
Brand: is defined as a named product offering that corresponds to a specific molecular entity, including multiple
dosage forms and multiple strengths for the same molecular entity.
Case Report Form (CRF) Page: is defined as the "electronic equivalent" of what would be the total number of
physical paper pages initiated remotely by the program (measured explicitly in the program as Received Data
Collection Instruments) during a 12 month period. You may not exceed the licensed number of CRF Pages
during any 12 month period unless you acquire additional CRF Page licenses from Oracle.
Chassis: is defined as a physical enclosure containing hardware. For the purposes of the following programs:
Oracle Fabric Manager and Oracle Fabric Monitor, only the chassis (a) that contain networking hardware and (b)
that are managed by the program must be counted for the purpose of determining the number of licenses
required.
Collaboration Program User: is defined as an individual authorized by you to use the programs which are
installed on a single server or on multiple servers regardless of whether the individual is actively using the
programs at any given time. For the purposes of counting and licensing the number of Beehive Synchronous
Collaboration users, a Collaboration Program User within your company is defined as a user able to initiate, or
host, a web conference and also participate in a web conference; all participants in the web conference external
to your company and attending a web conference are not required to be licensed.
Compensated Individual: is defined as an individual whose compensation or compensation calculations are

generated by the programs. The term Compensated Individual includes, but is not limited to, your employees,
contractors, retirees, and any other Person.
Computer: is defined as the computer on which the programs are installed. A Computer license allows you to
use the licensed program on a single specified computer. For the purposes of Computer licenses for the Oracle
Health Science Integration Engine program, a communication point is an interface to an input system (e.g., a
clinical laboratory system in a hospital or healthcare setting) or to an output system (e.g., a healthcare data
repository).
Concurrent User: is defined as each individual that may concurrently use or access the programs. Concurrent
Users shall be only customers or prospective customers of yours, and shall not be business partners, or
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Connected Instance: is defined as the configuration between Oracle Policy Automation Connector for Oracle
CRM On Demand and the Oracle CRM On Demand instance’s web service endpoint. For each Oracle CRM On
Demand instance so configured, an additional Connected Instance is required.
Connector: is defined as each connector connecting the software product with an external product. A unique
connector is required for each distinct product that the software product is required to interface.
$M Cost of Goods Sold: is defined as one million U.S. Dollars in the total cost of inventory that a company has
sold during their fiscal year. If Cost of Goods Sold is unknown to you then Cost of Goods Sold shall be equal to
75% of total company revenue.
CPU: is defined as a chip that contains a collection of one or more cores on which the program is running.
Regardless of the number of cores, each chip counts as 1 CPU.
Custom Suite User: is defined as an individual authorized by you to use the application programs included in
the applicable Custom Applications Suite which are installed on a single server or on multiple servers regardless
of whether the individual is actively using the programs at any given time.
Customer: is defined as the customer entity specified on your order. The programs may not be used or
accessed for the business operations of any third party, including but not limited to your customers, partners, or
your affiliates. There is no limitation on the number of computers on which such programs may be copied,
installed and used.
Customer Account: is defined as each unique Customer Account, designated by a unique account number, for
which the billing information is managed or displayed using the program, regardless of the number of individual
account holders associated with such accounts.
100 in Customer Count: One hundred in Customer Count. Customer Count is defined as the total number of
Your and Your Affiliates individual customers. If You supply multiple utility services to one person or entity, that
person or entity will count as a single customer. If a person or entity receives utility services at multiple locations
(e.g., a chain store, an apartment building, or a municipality), each such location shall count as a single customer.
Oracle Customer Data & Device Retention Service: is defined as a service for which the description may be
found in the Technical Support Policies section (Oracle Hardware and Systems Support Policies) at
www.oracle.com/contracts and which is incorporated by reference.
Customer Record: is defined as each unique Customer Record (including contact records, prospect records and
records in external data sources) that you may access using the program.
Developer User / Developer/ Developer Seat: is defined as an individual authorized by you to use the
programs which are installed on a single server or multiple servers, regardless of whether the individual is actively
using the programs at any given time. With respect to Developer Users only, such users may create, modify,
view and interact with the programs and documentation.
Disk Drive: is defined as a spinning media device that stores data accessed by the Oracle Exadata Storage
Server Software program.
Electronic Order Line: is defined as the total number of distinct order lines entered electronically into the Oracle
program from any source (not manually entered by licensed users) during a 12 month period. This includes order
lines originating as external EDI/XML transactions and/or sourced from other Oracle and non-Oracle applications.
You may not exceed the licensed number of order lines during any 12 month period.
Employee: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your agents,
contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the
licenses required is determined by the number of Employees and not the actual number of users. In addition, if
you elect to outsource any business function(s) to another company, the following must be counted for purposes
of determining the number of Employees: all of the company's full-time employees, part-time employees,
temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii)
have access to, use, or are tracked by the programs.
Employee for HCM: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your
agents, contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the

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licenses required is determined by the number of Employees for HCM and not the actual number of users. In
addition, if you elect to outsource any business function(s) to another company, the following must be counted for
purposes of determining the number of Employees for HCM: all of the company's full-time employees, part-time
employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing
services and (ii) have access to, use, or are tracked by the programs. Employees for HCM may only use the
licensed programs with Oracle application programs that contain “Oracle Fusion Human Capital Management” as
a prefix in the program name.
Employee User: is defined as an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether or not the individual is actively using the programs at any
given time.
Enterprise Employee: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your
agents, contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the
licenses required is determined by the number of Enterprise Employees and not the actual number of users. In
addition, if you elect to outsource any business function(s) to another company, the following must be counted for
purposes of determining the number of Enterprise Employees: all of the company's full-time employees, part-time
employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing
services and (ii) have access to, use, or are tracked by the programs. The value of these program licenses is
determined by the number of Enterprise Employees. For these program licenses, the licensed quantity
purchased must, at a minimum be equal to the number of Enterprise Employees as of the effective date of your
order. If at any time the number of Enterprise Employees exceeds the licensed quantity, you are required to order
additional licenses (and technical support for such additional licenses) such that the number of Enterprise
Employees is equal to or less than the number of licensed quantity. You are not entitled to any refund, credit or
other consideration of any kind if there is a reduction in the number of Enterprise Employees. In addition, each
year 90 days before the anniversary date of your order, you are required to report to Oracle the number of
Enterprise Employees as of such date.
Enterprise Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in your institution
and any part-time student enrolled in your institution counts as 25% of an FTE Student. The definition of "full-
time" and "part-time" is based on your policies for student classification. If the number of FTE Students is a
fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements.
The value of these program licenses is determined by the number of Enterprise FTE Students. For these
program licenses, the licensed quantity purchased must, at a minimum, be equal to the number of Enterprise FTE
Students as of the effective date of your order. If at any time the number of Enterprise FTE Students exceeds the
licensed quantity, you are required to order additional licenses (and technical support for such additional licenses)
such that the number of Enterprise FTE Students is equal to or less than the licensed quantity. You are not
entitled to any refund, credit or other consideration of any kind if there is a reduction in the number of Enterprise
FTE Students. In addition, each year 90 days before the anniversary date of your order, you are required to
report to Oracle the number of Enterprise FTE Students as of such date.
Enterprise Trainee: is defined as an employee, contractor, student or other person who is being recorded by the
program. The value of these program licenses is determined by the number of Enterprise Trainees. For these
program licenses, the licensed quantity purchased must, at a minimum, be equal to the number of Enterprise
Trainees as of the effective date of your order. If at any time the number of Enterprise Trainees exceeds the
such that the number of Enterprise Trainees is equal to or less than the licensed quantity. You are not entitled to
any refund, credit or other consideration of any kind if there is a reduction in the number of Enterprise Trainees.
In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the
number of Enterprise Trainees as of such date.
Enterprise $M in Cost of Goods Sold: Enterprise $M Cost of Goods Sold is defined as one million U.S. Dollars
in the total cost of inventory that a company has sold during their fiscal year. If Cost of Goods Sold is unknown to
you then Cost of Goods Sold shall be equal to 75% of total company revenue. The value of these program
licenses is determined by the amount of Enterprise $M Cost of Goods Sold. For these program licenses, the
licensed quantity purchased must, at a minimum be equal to the amount of Enterprise $M Cost of Goods Sold as
of the effective date of your order. If at any time the amount of Enterprise $M Cost of Goods Sold exceeds the
such that the amount of Enterprise $M Cost of Goods Sold is equal to or less than the number of licensed
quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the
amount of Enterprise $M Cost of Goods Sold. In addition, each year 90 days before the anniversary date of your
order, you are required to report to Oracle the number of Enterprise $M Cost of Goods Sold as of such date.

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Enterprise $M in Freight Under Management: $M Freight Under Management is defined as one million U.S.
Dollars of the total transportation value of tendered orders for all shipments for a given calendar year during the
term of the license. FUM shall include the combined total of actual freight purchased by you, plus the cost of
freight for shipments managed by you (e.g., you are not purchasing transportation services on behalf of your
clients but are providing transportation management services for your clients). Freight that is paid by a third party
shall also be included in the FUM total (e.g., inbound shipments from suppliers to you with freight terms of
prepaid). The value of these program licenses is determined by the amount of Enterprise $M Freight Under
Management. For these program licenses, the licensed quantity purchased must, at a minimum be equal to the
amount of Enterprise $M Freight Under Management as of the effective date of your order. If at any time the
amount of Enterprise $M Freight Under Management exceeds the licensed quantity, you are required to order
additional licenses (and technical support for such additional licenses) such that the amount of Enterprise $M
Freight Under Management is equal to or less than the number of licensed quantity. You are not entitled to any
refund, credit or other consideration of any kind if there is a reduction in the amount of Enterprise $M Freight
Under Management. In addition, each year 90 days before the anniversary date of your order, you are required to
report to Oracle the number of Enterprise $M Freight Under Management as of such date.
Enterprise $M in Operating Budget: is defined as one million U.S. Dollars of your gross budget reflected in an
audited statement from your external accounting firm. The value of these program licenses is determined by the
amount of Enterprise $M in Operating Budget. For these program licenses, the licensed quantity purchased
must, at a minimum be equal to the amount of Enterprise $M in Operating Budget as of the effective date of your
order. If at any time the amount of Enterprise $M in Operating Budget exceeds the licensed quantity, you are
required to order additional licenses (and technical support for such additional licenses) such that the amount of
Enterprise $M in Operating Budget is equal to or less than the number of licensed quantity. You are not entitled
to any refund, credit or other consideration of any kind if there is a reduction in the amount of Enterprise $M in
Operating Budget. In addition, each year 90 days before the anniversary date of your order, you are required to
report to Oracle the number of Enterprise $M in Operating Budget as of such date.
Enterprise $M in Revenue: Enterprise $M in Revenue is defined as one million U.S. Dollars in all income
(interest income and non interest income) before adjustments for expenses and taxes generated by you during a
fiscal year. The value of these program licenses is determined by the amount of Enterprise $M in Revenue. For
these program licenses, the licensed quantity purchased must, at a minimum be equal to the amount of
Enterprise $M in Revenue as of the effective date of your order. If at any time the amount of Enterprise $M in
Revenue exceeds the licensed quantity, you are required to order additional licenses (and technical support for
such additional licenses) such that the amount of Enterprise $M in Revenue is equal to or less than the number of
licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a
reduction in the amount of Enterprise $M in Revenue. In addition, each year 90 days before the anniversary date
of your order, you are required to report to Oracle the number of Enterprise $M in Revenue as of such date.
Expense Report: is defined as the total number of expense reports processed by Internet Expenses during a 12
month period. You may not exceed the licensed number of expense reports during any 12 month period.
Faculty User: is defined as an active teaching member of the faculty for an accredited academic institution; such
user may only use the programs for academic and non-commercial use.
Field Resource: is defined as dispatchers using the programs, as well as engineers, technicians, representatives
or other persons scheduled by the programs.
Field Technician: is defined as an engineer, technician, representative, or other person who is dispatched by
you, including the dispatchers, to the field using the programs.
$M Freight Under Management: is defined as one million U.S. Dollars of the total transportation value of
tendered orders for all shipments for a given calendar year during the term of the license. FUM shall include the
combined total of actual freight purchased by you, plus the cost of freight for shipments managed by you (e.g.,
you are not purchasing transportation services on behalf of your clients but are providing transportation
management services for your clients). Freight that is paid by a third party shall also be included in the FUM total
(e.g., inbound shipments from suppliers to you with freight terms of prepaid).
Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in your institution and any part-
time student enrolled in your institution counts as 25% of an FTE Student. The definition of "full-time" and "part-
time" is based on your policies for student classification. If the number of FTE Students is a fraction, that number
will be rounded to the nearest whole number for purposes of license quantity requirements.

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Guest Room: is defined as the number of guest rooms managed by the program.
Hosted Named User: is defined as an individual authorized by you to access the hosted service, regardless of
whether the individual is actively accessing the hosted service at any given time.
Installation Services, Start-Up Packs and Configuration/Upgrade Services: is defined as a service(s) for
which the description may be found in the Advanced Customer Support Services section at
www.oracle.com/contracts and which is incorporated by reference.
Invoice Line: is defined as the total number of invoice line items processed by the program during a 12 month
period. You may not exceed the licensed number of Invoice Lines during any 12 month period unless you acquire
additional Invoice Line licenses from Oracle.
IVR Port: is defined as a single caller that can be processed via the Interactive Voice Response (IVR) system.
You must purchase licenses for the number of IVR Ports that represent the maximum number of concurrent
callers that can be processed by the IVR system.
Kitchen Display Client: is defined as a device that is used to display and monitor the status of ordered items. If
multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number must be
measured at the multiplexing front end.
Learning Credits: may be used to acquire education products and services offered in the Oracle University
online catalogue posted at http://www.oracle.com/education under the terms specified therein. Learning credits
may only be used to acquire products and services at the list price in effect at the time you order the relevant
product or service, and may not be used for any product or service that is subject to a discount or a promotion
when you order the relevant product or service. The list price will be reduced by applying the discount specified
to you by Oracle. Notwithstanding anything to the contrary in the previous three sentences, learning credits may
also be used to pay taxes, materials and/or expenses related to your order; however, the discount specified
above will not be applied to such taxes, materials and/or expenses. You may only use learning credits in the
country in which you acquired them, may not use them as a payment method for additional learning credits, and
may not use different learning credits accounts to acquire a single product or service or to pay related taxes,
materials and/or expenses. Learning credits are non-transferable and non-assignable. You may be required to
execute standard Oracle ordering materials when using learning credits to order products or services.
$M in Managed Assets: is defined as one million U.S. Dollars of the following total: (1) Book value of
investment in capital leases, direct financing leases and other finance leases, including residuals, whether owned
or managed for others, active on the program, plus (2) Book value of assets on operating leases, whether owned
or managed for others, active on the program, plus (3) Book value of loans, notes, conditional sales contracts and
other receivables, owned or managed for others, active on the program, plus (4) Book value of non earning
assets, owned or managed for others, which were previously leased and active on the program, including assets
from term terminated leases and repossessed assets, plus (5) Original cost of assets underlying leases and
loans, originated and active on the program, then sold within the previous 12 months.
Managed Resource: is defined as an individual authorized by you to use the programs which are installed on a
single server or on multiple servers, regardless of whether the individual is actively using the programs at any
given time. In addition, your employees, contractors, partners and any other individual or entity managed by the
programs shall be counted for the purposes of determining the number of Managed Resource licenses required.
Member Record: is defined as each unique customer loyalty program Member Record managed by the
program. 100K Member Records shall mean one hundred thousand Member Records.
Module: is defined as each production database running the programs.
Monitored User: is defined as an individual who is monitored by an Analytics program which is installed on a
single server or multiple servers, regardless of whether the individual is actively being monitored at any given
time. Individual users who are licensed for an Analytics program by either Named User Plus or Application User
may not be licensed by Monitored User. For the purposes of the Usage Accelerator Analytics program, every
user of your licensed CRM Sales application program must be licensed. For the purposes of the Human
Resources Compensation Analytics program, all of your employees must be licensed.
For the purpose of the following Oracle Governance, Risk, and Compliance applications: Application Access

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Controls Governor, Application Access Controls for E-Business Suite, Configuration Controls Governor,
Configuration Controls for E-Business Suite, Transaction Controls Governor, Preventive Controls Governor, and
Governance, Risk, and Compliance Controls Suite, the number of Monitored Users is equal to the total number of
unique E-Business Suite users (individuals) being monitored by the program(s), as created/defined in the User
Administration function of E-Business Suite. Users of iProcurement and/or Self-Service Human Resources are
excluded.
For the purpose of the following PeopleSoft Enterprise Governance, Risk, and Compliance applications:
Application Access Controls Governor, Application Access Controls for PeopleSoft Enterprise, Configuration
Controls Governor, and Configuration Controls for PeopleSoft Enterprise, the number of Monitored Users is equal
to the total number of unique PeopleSoft Enterprise (or any other custom applications / programs) users
(individuals) that the program monitors.
MySQL Cluster Carrier Grade Edition Annual Subscription, MySQL Enterprise Edition Annual
Subscription and MySQL Standard Edition Annual Subscription: are defined as the right to use the specified
program(s) in accordance with the applicable license metric and to receive Oracle Software Update License &
Support for the specified program(s) and for MySQL Community Edition for the term specified on the order.
MySQL Community Edition refers to MySQL that is licensed under the GPL license. Software Update License &
Support for MySQL Community Edition does not include updates of any kind. The subscription term is effective
upon the effective date of the subscription ordering document, unless otherwise stated in your ordering document.
If your order was placed through the Oracle Store, then the effective date is the date your order was accepted by
Oracle. Oracle Software Update License & Support services are provided under the applicable technical support
policies in effect at the time the services are provided. You must obtain a subscription license for all servers
where MySQL Cluster Carrier Grade Edition, MySQL Enterprise Edition and/or MySQL Standard Edition are
deployed. If you obtain Oracle Software Update License & Support services for any servers where MySQL
Community Edition is deployed, then you must also purchase a subscription license for all of such servers for
which you have obtained Oracle Software Update License & Support services. You may obtain Oracle Software
Update License & Support services for the MySQL Community Edition subscription licenses at any level (e.g., at
the MySQL Cluster Carrier Grade Edition level, at the MySQL Enterprise Edition level and/or at the MySQL
Standard Edition level). At the end of the specified term, you may renew your subscription, if available, at the
then current fees for the applicable subscription. If you choose not to renew your subscription, your right to use
the program(s) will terminate and you must de-install all applications, tools, and binaries provided to you under the
applicable non-Community Edition license (e.g., the license for MySQL Cluster Carrier Grade Edition, MySQL
Enterprise Edition and/or MySQL Standard Edition). If you do not renew a subscription, you will not receive any
updates (including patches or subsequent versions) and you may also be subject to reinstatement fees if you later
choose to reactivate your subscription.
Named User Plus / Named User: is defined as an individual authorized by you to use the programs which are
installed on a single server or multiple servers, regardless of whether the individual is actively using the prog rams
at any given time. All of the remaining provisions of this definition apply only with respect to Named User Plus
licenses, and not to Named User licenses. A non human operated device will be counted as a named user plus in
addition to all individuals authorized to use the programs, if such devices can access the programs. If
multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number must be
measured at the multiplexing front end. Automated batching of data from computer to computer is permitted.
You are responsible for ensuring that the named user plus per processor minimums are maintained for the
programs contained in the user minimum table in the licensing rules section; the minimums table provides for the
minimum number of named users plus required and all actual users must be licensed.
For the purposes of the following programs: Configuration Management Pack for Applications, System Monitoring
Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware, Management Pack for
Non-Oracle Middleware, Management Pack for WebCenter Suite, Data Masking Pack for Non-Oracle Databases
and Test Data Management Pack for Non-Oracle Databases, only the users of the program that is being
managed/monitored are counted for the purpose of determining the number of Named User Plus licenses
required.
With respect to the following programs: Load Testing, Load Testing Developer Edition, Load Testing Accelerator
for Web Services, Load Testing Accelerator for Oracle Database and Load Testing Suite for Oracle Applications,
each emulated human user and non human operated device shall be considered as a virtual user and shall be
counted for the purpose of determining the number of Named User Plus licenses required.
For the purposes of the following programs: Application Management Suite for Oracle E-Business Suite,
Application Management Suite for PeopleSoft, Application Management Suite for Siebel, Real User Experience

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Insight and Application Replay Pack, all users of the respective managed application program must be counted
for the purpose of determining the number of licenses required.
For the purposes of the following program: Oracle GoldenGate, only (a) the users of the Oracle database from
which you capture data and (b) the users of the Oracle database where you will apply the data must be counted
For the purposes of the following programs: Oracle GoldenGate for Mainframe and Oracle GoldenGate for
Teradata Replication Services, only (a) the users of the database from which you capture data and (b) the users
of the database where you will apply the data must be counted for the purpose of determining the number of
licenses required.
For the purposes of the following program: Oracle GoldenGate for Non Oracle Database only (a) the users of the
Non Oracle database from which you capture data and (b) the users of the Non Oracle database where you will
apply the data must be counted for the purpose of determining the number of licenses required.
For the purposes of the following programs: Data Integrator Enterprise Edition and Data Integrator Enterprise
Edition for Oracle Applications, only the users that are running or accessing the data transformation processes
must be counted for determining the number of licenses required.
For the purposes of the following programs: Oracle Mobile Client Runtime and Application Development
Framework Mobile, only the end users of each Application Developed must be counted for the purposes of
determining the number of licenses required, regardless of the choice of the mobile application development tool
or the framework used to build the Application Developed.
Network Device: is defined as the hardware and/or software whose primary purpose is to route and control
communications between computers or computer networks. Examples of network devices include but are not
limited to, routers, firewalls and network load balancers.
Non Employee User - External: is defined as an individual, who is not your employee, contractor or outsourcer,
authorized by you to use the programs which are installed on a single server or multiple servers, regardless of
whether or not the individual is actively using the programs at any given time.
Oracle Financing Contract: is a contract between you and Oracle (or one of Oracle’s affiliates) that provides for
payments over time of some or all of the sums due under your order.
Oracle Java SE Subscription and Oracle Java SE Desktop Subscription: are defined as the right to use the
specified Oracle Java SE Subscription Program(s) in accordance with the applicable metric and to receive Oracle
Software Update License & Support (limited to the specified Oracle Java SE Subscription Program(s)), for the term
specified on the ordering document. Your right to use the specified Oracle Java SE Subscription Program(s) for
your internal business operations includes using the Oracle Java SE Subscription Program(s) to run your Java
applications as a cloud service, subject to the terms of the Master Agreement. For the avoidance of doubt, you shall
not make the Oracle Java SE Subscription Program(s) themselves available as a cloud service. The subscription
term is effective upon the effective date of the subscription ordering document, unless otherwise stated in Your
ordering document. If your order was placed through the Oracle Store, then the effective date is the date your order
was accepted by Oracle. Oracle Software Update License & Support is provided under the Oracle Software
technical support policies in effect at the time the services are provided. At the end of the specified subscription
term, you may renew Your subscription, if available, at the then current fees for the applicable subscription. If You
choose not to renew Your subscription, your right to use the specified Oracle Java SE Subscription Program(s) will
terminate and you must de-install the specified Oracle Java SE Subscription Program(s).
With respect to Java SE Desktop Subscription – Named User Plus Program, the term “server” refers to a desktop
computer.
With respect to Java SE Subscription - Processor, when licensing Oracle Programs with Standard Edition 2,
Standard Edition One or Standard Edition in the product name, a processor is NOT counted equivalent to an
occupied socket; however, in the case of multi-chip modules, each chip in the multi-chip module is counted as
one occupied socket
Order Line: is defined as the total number of order entry line items processed by the program during a 12 month
period. Multiple order entry line items may be entered as part of an individual customer order or quote and may
also be automatically generated by the Oracle Configurator. You may not exceed the licensed number of Order
Lines during any 12 month period unless you acquire additional Order Line licenses from Oracle.
Partner Organization: is defined as an external third party business entity that provides value-added services in
developing, marketing and selling your products. Depending upon the type of industry, partner organizations play
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different roles and are recognized by different names such as reseller, distributor, agent, dealer or broker.
Person: is defined as your employee or contractor who is actively working on behalf of your organization or a
former employee who has one or more benefit plans managed by the system or continues to be paid through the
system. For Project Resource Management, a person is defined as an individual who is scheduled on a project.
The total number of licenses needed is to be based on the peak number of part-time and full-time people whose
records are recorded in the system.
Physical Server: is defined as each physical server on which the programs are installed.
Ported Number: is defined as the telephone number that end users retain as they change from one service
provider to another. This telephone number originally resides on a telephone switch and is moved into the
responsibility of another telephone switch.
POS Client: is defined as a device that is used to record any part of a sales transaction. If multiplexing hardware
or software (e.g., a TP monitor or a web server product) is used, this number must be measured at the
multiplexing front end.
Processor: shall be defined as all processors where the Oracle programs are installed and/or
running.Programs licensed on a processor basis may be accessed by your internal users (including agents and
contractors) and by your third party users. The number of required licenses shall be determined by multiplying
the total number of cores of the processor by a core processor licensing factor specified on the Oracle Processor
Core Factor Table which can be accessed at http://oracle.com/contracts. All cores on all multicore chips for each
licensed program are to be aggregated before multiplying by the appropriate core processor licensing factor and
all fractions of a number are to be rounded up to the next whole number. When licensing Oracle programs with
Standard Edition One or Standard Edition in the product name (with the exception of Java SE Support, Java SE
Advanced, and Java SE Suite), a processor is counted equivalent to an occupied socket; however, in the case of
multi-chip modules, each chip in the multi-chip module is counted as one occupied socket.
For example, a multicore chip based server with an Oracle Processor Core Factor of 0.25 installed and/or running
the program (other than Standard Edition One programs or Standard Edition programs) on 6 cores would require
2 processor licenses (6 multiplied by a core processor licensing factor of .25 equals 1.50, which is then rounded
up to the next whole number, which is 2). As another example, a multicore server for a hardware platform not
specified in the Oracle Processor Core Factor Table installed and/or running the program on 10 cores would
require 10 processor licenses (10 multiplied by a core processor licensing factor of 1.0 for ‘All other multicore
chips’ equals 10).
For the purposes of the following program: Healthcare Transaction Base, only the processors on which Internet
Application Server Enterprise Edition and Healthcare Transaction Base programs are installed and/or running
must be counted for the purpose of determining the number of licenses required.
For the purposes of the following programs: iSupport, iStore and Configurator, only the processors on which
Internet Application Server (Standard Edition and/or Enterprise Edition) and the licensed program (e.g., iSupport,
iStore and/or Configurator) are running must be counted for the purpose of determining the number of licenses
required for the licensed program; under these licenses you may also install and/or run the licensed program on
the processors where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) is installed and/or
running.
For the purposes of the following programs: Configuration Management Pack for Applications, System Monitoring
Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware, Management Pack for
Non-Oracle Middleware, Management Pack for WebCenter Suite, Data Masking Pack for Non-Oracle Databases
and Test Data Management Pack for Non-Oracle Databases, only the processors on which the program that is
being managed/monitored are running must be counted for the purpose of determining the number of licenses
required.
For the purposes of the following programs: Application Management Suite for Oracle E-Business Suite,
Application Management Suite for PeopleSoft, Application Management Suite for Siebel, Application Management
Pack for Utilities and Application Management Pack for Taxation and Policy Management, all processors on
which the middleware and/or database software that support the respective managed application program are
running must be counted for the purpose of determining the number of licenses required.
For the purposes of the following programs: Application Replay Pack and Real User Experience Insight, all
processors on which the middleware software that supports the respective managed application program are
running must be counted for the purpose of determining the number of licenses required.
For the purposes of the following programs: Informatica PowerCenter and PowerConnect Adapters, and
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Application Adapter for Warehouse Builder for PeopleSoft, Oracle E-Business Suite, Siebel, and SAP, only the
processor(s) on which the target database is running must be counted for the purpose of determining the number
of licenses required.
For the purposes of the following programs: Data Integrator Enterprise Edition, Data Integrator Enterprise Edition
for Oracle Applications, Data Integrator and Application Adapter for Data Integration and Application Adapters for
Data Integration, only the processor(s) where the data transformation processes are executed must be counted
For the purposes of the following program: In-Memory Database Cache, only the processors on which the Times
Ten In-Memory Database component of the In-Memory Database Cache program is installed and/or running must
be counted for the purpose of determining the number of licenses required.
For the purposes of the following program: Oracle GoldenGate, only (a) the processors running the Oracle
database from which you capture data and (b) the processors running the Oracle database where you will
applythe data must be counted for the purpose of determining the number of licenses required.
For the purposes of the following programs: Oracle GoldenGate for Mainframe and Oracle GoldenGate for
Teradata Replication Services, only (a) the processors running the database from which you capture data and (b)
the processors running the database where you will apply the data must be counted for the purpose of
determining the number of licenses required.
For the purposes of the following program: Oracle GoldenGate for Non Oracle Database, only (a) the processors
running the non Oracle database from which you capture data and (b) the processors running the non Oracle
database where you will apply the data must be counted for the purpose of determining the number of licenses
required.
For the purposes of the following program: Oracle GoldenGate Application Adapters, only the processors running
the source Oracle or non Oracle database(s) from which you capture data must be counted for the purpose of
determining the number of licenses required. For multiple source databases, all processors for all sources must
be counted.
For the purposes of the following program: Audit Vault and Database Firewall, only the processors of the sources
which are protected, monitored or audited must be counted for the purpose of determining the number of licenses
required.
For the purposes of the following program: Oracle ATG Web Commerce Search, only the processors on which
queries are processed must be counted. You do not need to count processors on which the program is running
for indexing content in configured content sources as long as the foregoing is the only use of the program on all
the processors installed in a given server.
1,000,000 Queries Per Day: is defined as one million queries to the MDEX engine, including but not limited to:
text searches; changes to facet (refinement); page up/down through results (any text box query, change in facet
selection, change in results viewed), from midnight to the next midnight (e.g., a day).
$M in Revenue: is defined as one million U.S. Dollars in all income (interest income and non interest income)
before adjustments for expenses and taxes generated by you during a fiscal year.
$M Revenue Under Management: is defined as one million U.S. Dollars in all income (interest income and non
interest income) before adjustments for expenses and taxes generated by you during a fiscal year for the product
lines for which the programs are used.
Record: The Customer Hub B2B is a bundle that includes two components, Siebel Universal Customer Master
B2B and Oracle Customer Data Hub. For the purposes of the Customer Hub B2B application, record is defined
as the total number of unique customer database records stored in the Customer Hub B2B application (i.e., stored
in a component of Customer Hub B2B). A customer database record is a unique business entity or company
record, which is stored as an account for the Siebel Universal Customer Master B2B product or as an
organization for the Oracle Customer Data Hub product.
The Customer Hub B2C is a bundle that includes two components, Siebel Universal Customer Master B2C and
Oracle Customer Data Hub. For the purposes of the Customer Hub B2C application, record is defined as the total
number of unique customer database records stored in the Customer Hub B2C application (i.e., stored in a
component of Customer Hub B2C). A customer database record is a unique consumer (i.e., physical person)
record, which is stored as a contact for the Siebel Universal Customer Master product or as a person for the
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The Product Hub is a bundle that includes two components, Siebel Universal Product Master and Oracle Product
Information Management Data Hub. For the purposes of the Product Hub application, record is defined as the
total number of unique product database records stored in the Product Hub application (i.e., stored in a
component of Product Hub). A product database record is a unique product component or SKU stored in the
MTL_SYSTEM_ITEMS table with an active or inactive status and does not include any instance items (i.e. *-star
items) or organization assignments of the same item.
For the purposes of the Case Hub program a record is defined as the total number of unique case database
records stored in the Case Hub program. A case database record is a unique request or issue requiring
investigation or service stored in S_CASE table with an active or inactive status.
For the purposes of the Site Hub program a record is defined as the total number of unique site database records
stored in the RRS_SITES_B table of the Site Hub program. A site database record is a unique site (e.g., an
asset, a building, part of a building (such as a store or a franchise within a store, an ATM, etc.)) stored in the Site
Hub program.
For the programs listed above, please see the application licensing prerequisites as specified in the Applications
Licensing Table which may be accessed at http://oracle.com/contracts for the grant and restrictions of the
underlying Oracle technology.
For the purposes of the Hyperion Data Relationship Management program, a record is defined as the unique
occurrence of any business object or master data construct that you choose to manage within the program.
Records may describe any number of enterprise information assets, commonly referred to as base members,
including but not limited to cost centers, ledger accounts, legal entities, organizations, products, vendors, assets,
locations, regions or employees. Additionally, a record may also be a summary object, commonly referred to as a
rollup member, that either summarizes base members or describes hierarchical information associated with
underlying base members. Records represent unique occurrences and they do not include any duplicates or
shared references that may be essential for master data management purposes.
For the purposes of the Supplier Lifecycle Management and Supplier Hub programs, a record is defined as a
unique business entity or company record stored as Supplier in the AP_SUPPLIERS table of the Supplier
Lifecycle Management and Supplier Hub programs.
For the purposes of the Life Sciences Customer Hub program, a record is defined as the number of unique
customer database records stored in such program. A customer database record is a unique physician (i.e.,
physical person) record which is stored as a contact for the Oracle Life Sciences Customer Hub program.
1000 Records: is defined as 1000 cleansed records (i.e., rows) that are output from a production data flow of the
Data Quality for Data Integrator program.
Registered User: is defined as an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether the individual is actively using the programs at any given
time. Registered Users shall be business partners and/or customers and shall not be your employees.
500,000 Requests Per Day: is defined as five hundred thousand requests from midnight to the next midnight
(e.g., a day).
For the purposes of the following program: ATG Web Commerce, requests for the full ATG pipeline at the ATG
DynamoHandler in the Servlet Pipeline made by web browsers or via web service calls, including, but not limited
to: JSP page requests; Ajax requests; REST service requests; SOAP service requests; web service calls by
native mobile applications, rich front end applications or other integrated external systems must be counted for
the purpose of determining the number of licenses required.
For the purposes of the following program: Endeca Experience Manager, requests at the Assembler and
Presentation API, including but not limited to: any page request for Experience Manager; any single submitted
query for the Search Engine (text box queries, selection or changes in facet selection); page requests by an
application (e.g., ATG Web Commerce); direct requests from web browsers; web service calls by native mobile
applications, rich front end applications or other integrated external systems must be counted for the purpose of
determining the number of licenses required.
For the purposes of the following program: WebCenter Sites for Oracle ATG Web Commerce, requests to the
WebCenter Sites or Webcenter Sites Satellite Server programs for page or page fragments, JSP page requests,
REST service requests, SOAP service requests or web service calls by browsers or external application must be
counted for the purpose of determining the number of licenses required.
Retail Register: is defined as any device designed to record any part of a sales transaction.
RosettaNet Partner Interface Processes® (PIPs®): are defined as business processes between trading
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partners. Preconfigured system-to-system XML-based dialogs for the relevant E-Business Suite Application(s)
are provided. Each preconfigured PIP includes a business document with the vocabulary and a business process
with the choreography of the message dialog.
Rule Set: is defined as a data rules file containing content for a given country in order to perform data quality
functions optimized for that country.
Server: is defined as the computer on which the programs are installed. A Server license allows you to use the
licensed program on a single specified computer.
Service Order Line: is defined as the total number of service order entry line items processed by the program
during a 12 month period. Multiple service order entry line items may be entered as part of an individual customer
service order or quote. You may not exceed the licensed number of Service Order Lines during any 12 month
period unless you acquire additional Service Order Line licenses from Oracle.
1,000 Sites: is defined as one thousand unique sites added to Multi-Site Quotes created during a 12 month
period. Sites added to Multi-Site Quotes are listed as records in the Site Characteristics View and the Billing
Group View of a Multi-Site Quote. A Site record is uniquely defined by its Service Account and Service Point
fields. A single Site (as defined by its Service Account and Service Point fields Site) that is added to multiple
Multi-Site Quotes created during a 12-month period shall be only counted once.
Socket: is defined as a slot that houses a chip (or a multi-chip module) that contains a collection of one or more
cores. Regardless of the number of cores, each chip (or multi-chip module) shall count as a single socket. All
occupied sockets on which the program is installed and/or running must be licensed.
Oracle Solaris Premier Subscription for Non-Oracle Hardware per socket: is defined as the right to use the
Oracle Solaris programs (as defined below) on hardware not manufactured by or for Sun/Oracle, and to receive
Oracle Premier Support for Operating Systems services (limited to the Oracle Solaris programs), for the term
specified in the ordering document. “Oracle Solaris programs” refers to the Oracle Solaris operating system and
the separately licensed third party technology (as defined below). The Oracle Solaris programs may contain third
party technology. Oracle may provide certain notices to you in program documentation, “readme” files or the
installation details in connection with such third party technology. Third party technology will be licensed to you
either under the terms of the agreement, or if specified in the program documentation, “readme” files, or the
installation details, under separate license terms (“separate terms”) and not under the terms of the agreement
(“separately licensed third party technology”). Your rights to use such separately licensed third party technology
under the separate terms are not restricted in any way by the agreement. The Oracle Solaris programs may
include or be distributed with certain separately licensed components that are part of Java SE (“Java SE”). Java
SE and all components associated with it are licensed to you under the terms of the Oracle Binary Code License
Agreement for the Java SE Platform Products, and not under the agreement. A copy of the Oracle Binary Code
License Agreement for the Java SE Platform Products can be found at www.oracle.com/contracts.
This subscription is available only for a server that is certified by Oracle and listed on the Hardware Compatibility
List (HCL) at http://www.sun.com/bigadmin/hcl. You must obtain a subscription license for each socket in the
server. The subscription term is effective upon the effective date of the subscription ordering document, unless
otherwise stated in your ordering document. If your order was placed through the Oracle Store, then the effective
date is the date your order was accepted by Oracle. Oracle Premier Support for Operating System services are
provided under the applicable technical support policies in effect at the time the services are provided. At the end
of the specified term, you may renew your subscription, if available, at the then current fees for this subscription.
If your order specifies “1 – 4 socket server” then you may only use the subscription on a server with not more
than 4 sockets. If your order specifies “5+ socket server” then you may use the subscription for servers with any
number of sockets.
Subscriber: is defined as (a) a working telephone number for all wireline devices; (b) a portable handset or
paging device that has been activated by you for wireless communications and paging; (c) a residential drop or a
nonresidential device serviced by a cable provider; or (d) a live connected utility meter. The total number of
Subscribers is equal to the aggregate of all types of Subscribers. If your business is not defined in the primary
definition of Subscriber above, Subscriber is defined as each U.S. $1,000 increment of your gross annual
revenue as reported to the SEC in your annual report or the equivalent accounting or reporting document.
Suite: is defined as all the functional software components described in the product documentation.
Sun Ray Device: is defined as the Sun Ray computer on which the program is running.
System: is defined as a single configuration environment. Test, production, and development configurations are
considered three separate systems that must each be licensed.
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Tape Drive: is defined as mechanical devices used to sequentially write, read and restore data from magnetic
tape media. Typically used, but not limited to, data protection and archival purposes, tape drives are deployed
either as a standalone unit(s) or housed within a robotic tape library. Examples of tape drive include but are not
limited to, Linear Tape Open (LTO), Digital Linear Tape (DLT), Advanced Intelligent Type (AIT), Quarter-Inch
Cartridge (QIC), Digital Audio Tape (DAT), and 8mm Helical Scan. For cloud based backups, Oracle counts each
parallel stream or Recovery Manager (RMAN) channel as equivalent to a tape drive.
Technical Reference Manuals

Technical Reference Manuals (“TRMs”) are Oracle’s confidential information. You shall use the TRMs solely for
your internal data processing operations for purposes of: (a) implementing applications programs, (b) interfacing
other software and hardware systems to the applications programs and (c) building extensions to applications
programs. Except as otherwise provided for in Appendix A, Section 10.H (Confidentiality) of the Contract, You
shall not disclose, use or permit the disclosure or use by others of the TRMs for any other purpose. You shall not
use the TRMs to create software that performs the same or similar functions as any of Oracle products. You
agree: (a) to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as you
exercise to safeguard the confidentiality of your own most important confidential information or a reasonable
degree of care, whichever is greater; (b) to maintain agreements with your employees and agents that protect the
confidentiality and proprietary rights of the confidential information of third parties such as Oracle and instruct your
employees and agents of these requirements for the TRMs; (c) restrict disclosure of the TRMs to those of your
employees and agents who have a "need to know" consistent with the purposes for which such TRMs were
disclosed; (d) maintain the TRMs at all times on your premises; and (e) not to remove or destroy any proprietary
or confidential legends or markings placed upon the TRMs. Oracle shall retain all title, copyright and other
proprietary rights in the TRMs. TRMs are provided to you "as-is" without any warranty of any kind. Upon
termination, you shall cease using, and shall return or destroy, all copies of the applicable TRMs.
Telephone Number: is defined as each unique telephone number for which the billing information is managed or
displayed using the program, regardless of the number of individual account holders associated with such
telephone numbers.
Terabyte: is defined as a terabyte of computer storage space used by a storage filer equal to one trillion bytes.
$B in Total Assets: is defined as one billion U.S. dollars of your latest published or internally available "Total
Asset Value" as disclosed in your annual report and/or regulatory filings.
Trainee: is defined as an employee, contractor, student or other person who is being recorded by the program.
Transaction: is defined as each set of interactions that is initiated by an application user recorded by Oracle
Enterprise Manager to capture availability and performance metrics used in calculating service levels. For
example, the following set of interactions would represent one transaction: login, search customer, log out.
1K Transactions: is defined as one thousand unique transactions processed through the program during a 12
month period. You may not exceed the licensed number of transactions during a 12 month period unless you
acquire additional transaction licenses from Oracle. For Oracle Contact Center Anywhere, a unique transaction is
defined as one of the following: inbound phone call, outbound phone call (direct dialed, preview dialed, predictive
dialed, web call back), workgroup fax, workgroup email/voice mail, and chat session (inbound sessions / web
collaboration with agents).
UPK Developer: is defined as an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether the individual is actively using the programs at any given
time. UPK Developers may create, modify, view and interact with simulations and documentation.
UPK Module: is defined as the functional software component described in the product documentation
100 Utilities Devices: is defined as one hundred hardware or firmware elements in the applicable utilities (e.g.,
gas, water or electric) network. Utilities devices include, but are not limited to, meters, grid devices, home area
network devices, and demand response devices. Oracle programs may (a) communicate with Utilities Devices or
enable communications with Utilities Devices and (b) process event and usage data from Utilities Devices. For the
purposes of the Oracle Utilities Meter Data Management program and Oracle Utilities Load Profiling and
Settlements, a Utilities Device is defined as a meter in which meter event and usage data is processed by such
Oracle program.
Wireless handset: is defined as a mobile communications device such as a mobile telephone, PDA, or paging
device, that has as primary functions wireless voice communications and data services provided through a

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service provider.
Workstation: is defined as the client computer from which the programs are being accessed, regardless of
where the program is installed.
Term Designation
If your program license does not specify a term, the program license is perpetual and shall continue unless
terminated as otherwise provided in the agreement.
1, 2, 3, 4, 5 Year Terms: A program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the
effective date of the order and shall continue for the specified period. At the end of the specified period the
program license shall terminate.
1 Year Subscription: A program license specifying a 1 Year Subscription shall commence on the effective date
of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate.
Licensing Rules for Oracle Technology Programs and Oracle Business Intelligence Applications
Failover: Subject to the conditions that follow below, your license for the programs listed on the US Oracle
Technology Price List, which may be accessed at http://www.oracle.com/corporate/pricing/pricelists.html, includes
the right to run the licensed program(s) on an unlicensed spare computer in a failover environment for up to a
total of ten separate days in any given calendar year (for example, if a failover node is down for two hours on
Tuesday and three hours on Friday, it counts as two days). The above right only applies when a number of
machines are arranged in a cluster and share one disk array. When the primary node fails, the failover
node acts as the primary node. Once the primary node is repaired, you must switch back to the primary
node. Once the failover period has exceeded ten days, the failover node must be licensed. In addition,
only one failover node per clustered environment is at no charge for up to ten separate days even if
multiple nodes are configured as failover. Downtime for maintenance purposes counts towards the ten
separate days limitation. When licensing options on a failover environment, the options must match the number
of licenses of the associated database. Additionally, when licensing by Named User Plus, the user minimums are
waived on one failover node only. Any use beyond the right granted in this section must be licensed separately.
In a failover environment, the same license metric must be used for the production and failover nodes when
licensing a given clustered configuration.
Testing: For the purpose of testing physical copies of backups, your license for the Oracle Database (Enterprise
Edition, Standard Edition or Standard Edition One) includes the right to run the database on an unlicensed
computer for up to four times, not exceeding 2 days per testing, in any given calendar year. The aforementioned
right does not cover any other data recovery method - such as remote mirroring - where the Oracle program
binary files are copied or synchronized.
You are responsible for ensuring that the following restrictions are not violated:
Oracle Database Standard Edition can only be licensed on servers that have a maximum capacity of 4
sockets. Oracle Database Standard Edition, when used with Oracle Real Application Clusters, may only be
licensed on a single cluster of servers supporting up to a maximum capacity of 4 sockets.
Oracle Standard Edition One, Internet Application Server Standard Edition One and Portal Standard Edition
One can only be licensed on servers that have a maximum capacity of 2 sockets.
WebLogic Server Standard Edition does not include WebLogic Server Clustering.
Business Intelligence Standard Edition One can only be licensed on servers that have the ability to run a
maximum of 2 sockets. The data sources for BI Server and BI Publisher are limited to the included Oracle
Standard Edition One, one other database, and any number of flat file sources such as CSV, and XLS. You
may use Oracle Warehouse Builder Core ETL to pull data from any number of data sources but you must use
only the included Oracle Standard Edition One as the target database.
Informatica PowerCenter and PowerConnect Adapters may not be used on a standalone basis or as a
standalone ETL tool. The Informatica PowerCenter and PowerConnect Adapters may be used with any data
source provided the target(s) are: (i) the Oracle Business Intelligence applications programs (excluding
Hyperion Enterprise Performance Management Applications), (ii) the underlying platforms on which the
Oracle Business Intelligence Suite Enterprise Edition Plus program, Oracle Business Intelligence Standard
Edition One or associated components of those Business Intelligence applications programs run, or (iii) a
staging database for any of the foregoing. Informatica PowerCenter and PowerConnect Adapters may also
be used where the Oracle Business Intelligence applications programs (excluding Hyperion Enterprise
Performance Management Applications) are the source and non-Oracle Business Intelligence application
programs are the target, provided, that users do not use Informatica PowerCenter and PowerConnect
Adapters to transform the data.

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With respect to the Java SE Advanced and Java SE Suite programs, you may not create, modify, or change
the behavior of, or authorize your users to create, modify, or change the behavior of, classes, interfaces, or
subpackages that are in any way identified as "java", "javax" "sun" or "oracle" or any variation of the
aforementioned naming conventions. The installation and auto-update processes for these programs
transmit a limited amount of data to Oracle (or its service provider) about those specific processes to help
Oracle understand and optimize them. Oracle does not associate the data with personally identifiable
information. You can find more information about the data Oracle collects at http://oracle.com/contracts.
Additional copyright notices and license terms applicable to portions of the programs are set forth at
Programs that contain "for Oracle Applications" in the program name are limited use programs. These limited
use programs may only be used with "eligible" Oracle application programs that contain the following prefixes
in the program name: Oracle Fusion, Oracle Communications*, Oracle Documaker, Oracle Endeca*, Oracle
Knowledge, Oracle Media, Oracle Retail*, Oracle Enterprise Taxation*, Oracle Tax, Oracle Utilities*, Oracle
Financial Services*, Oracle FLEXCUBE, Oracle Reveleus, Oracle Mantas, Oracle Healthcare*, Oracle Health
Sciences, Oracle Argus, Oracle Legal, Oracle Insurance and Oracle Primavera. For those prefixes
designated above with a “*” not all programs with that prefix are eligible for use with the "for Oracle
Applications" limited use programs. For a list of excluded programs please review the Applications Licensing
Table, which may be accessed at http://oracle.com/contracts. Notwithstanding anything above, Oracle
Business Intelligence Suite Enterprise Edition Plus for Oracle Applications may only be used with “eligible”
Oracle application programs that contain “Oracle Fusion Human Capital Management" as a prefix in the
program name provided that the Oracle Fusion Human Capital Management programs are the only programs
configured to run against the database instance Oracle Business Intelligence Foundation Suite for Oracle
Applications may also be used with the Oracle Product Information Management Analytics, Fusion Edition,
Oracle Customer Data Management Analytics, Fusion Edition and Oracle Product Lifecycle Analytics
programs. Oracle Business Intelligence Foundation Suite for Oracle Applications may also be used with the
following programs provided that the Oracle Fusion Applications are the only data source: Oracle Sales
Analytics, Fusion Edition; Oracle Partner Analytics, Fusion Edition; Oracle Supply Chain and Order
Management Analytics; Oracle Financial Analytics, Fusion Edition; Oracle Procurement and Spend Analytics,
Fusion Edition; Oracle Human Resources Analytics, Fusion Edition and Oracle Project Analytics. Any use of
limited use programs containing "for Oracle Applications" by other Oracle applications or third party
applications is not permitted.
Oracle BPEL Process Manager Option for Oracle Applications may be used only to enable business
processes, workflow interactions and approvals within eligible Oracle Applications. Workflow interactions
between eligible Oracle Applications and, other Oracle Applications or third party applications are allowed as
long as they are enabled/initiated within the eligible Oracle Applications. Business Processes defined in
BPEL are allowed as long as at least one of the services invoked from within the Business Process access
an eligible Oracle Application either natively (via Web Services) or via an adapter.
Oracle Business Intelligence Foundation for Oracle Applications may be used only to perform query,
reporting and analysis against a transaction database, data warehouse or an Essbase OLAP cube if: (i) the
transaction database is an eligible Oracle Applications transaction database itself or an extraction, in whole
or in part, of an eligible Oracle Applications transaction database, without transformation (query, reporting
and analysis against a transaction database that is not an eligible Oracle Applications transaction database
requires a full use license of Oracle Business Intelligence Foundation Suite); or (ii) the data warehouse is a
pre-packaged eligible Oracle Applications data warehouse, with any customizations necessary to reflect
customizations made in the eligible Oracle Applications, and restricted only to the eligible Oracle Applications
sources (query, reporting and analysis against extensions to the data warehouse drawn from source systems
not supported by the pre-packaged data warehouses require a full use license of Oracle Business
Intelligence Foundation Suite); or (iii) the dimensions of each Essbase OLAP Cube are sourced from eligible
Oracle Applications.
Oracle WebLogic Suite for Oracle Applications may be used only as an embedded runtime for eligible Oracle
Applications or to deploy customizations to an eligible Oracle Application. The WebLogic global datasource
or one of the WebLogic application datasources must be configured to access the schema of an eligible
Oracle Application.
Data Integrator Enterprise Edition for Oracle Applications may only be used with the Oracle supplied data
integration jobs and customization of the supplied jobs is allowed. For the avoidance of doubt, examples of
uses that are not permitted include, but are not limited to, the following: adding new jobs that support
different applications, new schemas, or previously unsupported application modules.
Oracle SOA Suite for Oracle Applications may be used only to enable integration, business processes,
workflow interactions and approvals within eligible Oracle Applications. Workflow interactions between
eligible Oracle Applications and other non-eligible Oracle Applications or third party applications are allowed
as long as they are either initiated or terminated within eligible Oracle Applications. Usage of SOA
composites (including but not limited to Rules, Mediator, XSLT transforms, BPEL processes, Spring

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components, Workflow services and OWSM security policies) is allowed as long as at least one of the
services invoked from within each composite accesses an eligible Oracle Application either natively (via Web
services) or via an adapter and the invocation is part of a flow that is either initiated or terminated within
eligible Oracle Applications. Oracle Service Bus (OSB) usage is allowed as long as each service deployed
accesses an eligible Oracle Application either natively (via Web services) or via an adapter.
Oracle WebCenter Portal for Oracle Applications may be used only to surface eligible Oracle Application(s)
and custom applications (collectively, “eligible applications”). Surfacing any third-party applications, including
other applications from Oracle, requires a license for Oracle WebCenter Portal. Multiple eligible applications
may be surfaced in a single portal instance provided that a WebCenter Portal for Oracle Applications license
exists for each eligible application surfaced in the portal. WebCenter Portal for Oracle Applications may be
used to integrate the various WebCenter services (e.g., wikis, blogs, and discussions) into an application
context, as well as to build out custom workflows and notifications between the eligible application and
WebCenter Portal components. The content management features of the Oracle WebCenter Portal for
Oracle Applications program may be used to store and manage documents created outside of the eligible
application provided that such documents are related to the eligible application or to the application context.
Oracle WebCenter Imaging for Oracle Applications may be used to create and modify imaging searches, to
modify pre-packaged imaging application document types, and to create and modify input mappings to
imaging applications. Oracle WebCenter Imaging for Oracle Applications may also be used to invoke web
service application programming interfaces (API’s) from Oracle Application workflows. A license for
WebCenter Imaging for Oracle Applications is required to define new document types for the management of
images unrelated to a pre-packaged Oracle Applications integration, to develop custom workflows, and to
invoke APIs from custom workflows or custom application integrations.
Oracle Identity and Access Management Suite Plus for Oracle Applications may be used only to perform
associated actions for users of and within the eligible Oracle Applications. The programs may be used to do
the following: (1) add, delete, modify, and manage user identities and roles in the eligible Oracle
Applications; (2) provide web access management and single sign-on into eligible Oracle Applications; (3)
provide data storage or virtualization to data storage of user identities and user identity related information or
authentication and authorization policies for eligible Oracle Applications; (4) provide federated single sign-on
to eligible Oracle Applications
Oracle Coherence Enterprise Edition for Oracle Applications may only be used within the same Java Virtual
Machine as the eligible Oracle Application components.
Oracle GoldenGate for Oracle Applications may only be used with the Oracle supplied integration jobs.
Customization of the Oracle supplied integration jobs is allowed if necessitated by (i) customizations of the
source application or of the target application or (ii) for performance tuning of the GoldenGate configuration.
Oracle GoldenGate for Oracle Applications may not be used (i) for data replication to non-Oracle databases
or (ii) by other Oracle applications or (iii) by third party applications for any type of data integration or
replication purposes. For the avoidance of doubt, examples of other uses that are not permitted include, but
are not limited to, the following: replicating data to non-Oracle databases (including MySQL), adding new
source or target schemas, adding unsupported application modules to source or target schemas, supporting
other replication topologies (e.g., active-active or multi-master) or adding anything not supplied by Oracle.
Hyperion Data Integration Management, Hyperion Data Integration Management Team Based Development,
and the Hyperion Data Integration Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel are
licensed by Computer. Each Computer license is limited to support the use of up to 8 CPUs and each
Computer license must be licensed in increments of 8 CPUs. Each core is recognized as a CPU. For
computers that have more than 8 CPUs, additional Computer licenses must be purchased based upon the
amount of CPUs that you are using. For example, if you are using Hyperion Data Integration Management
on 12 CPUs, you need to purchase 2 Computer licenses; if you are using Hyperion Data Integration
Management on 17 CPUs, you need to purchase 3 Computer licenses. These programs may be used solely
in connection with moving data into and out of a Hyperion Data Store(s) (data/metadata repository(ies)
delivered with the Hyperion programs.) These programs may not be used to extract data from a non-
Hyperion Data Store(s) to load a custom data warehouse (a data warehouse not built solely from data from a
Hyperion Data Store(s). The Hyperion Data Integration Management Computer license allows for such
program to 1) connect to the following relational databases only: Oracle, Sybase, IBM DB2, MS SQL Server
and 2) source from and write to an unlimited number of flat file/XML files. Hyperion Data Integration
Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel must be licensed separately to allow
Hyperion Data Integration Management to connect to these additional sources.
The number of Hyperion program option licenses must match the number of licenses of the associated
Hyperion program.
The license for the Hyperion Planning Plus program includes a limited use license for the Hyperion Essbase
Plus, Hyperion Financial Reporting and Hyperion Web Analysis programs. Such limited use license means
that the Hyperion Essbase Plus, Hyperion Financial Reporting and Hyperion Web Analysis programs may
only be used to access data from the Hyperion Planning Plus program. The Oracle Data Integrator – Target

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Database program may be used to load data from any data source provided that the target database is the
Hyperion Planning Plus program. Specifically, the Hyperion Essbase Plus program cannot be used to create
Essbase cubes that do not contain data used by the Hyperion Planning Plus program and the Aggregate
Storage option component of the Hyperion Essbase Plus program may not be used.
The license for the Hyperion Profitability and Cost Management program includes a limited use license for
the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data
Integrator - Target Database programs. Such limited use license means that the Hyperion Essbase Plus,
Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database
programs may only be used to access data from the Hyperion Profitability and Cost Management program.
Specifically, the Hyperion Essbase Plus program cannot be used to create Essbase cubes that do not
contain data used by the Hyperion Profitability and Cost Management program and the Aggregate Storage
option component of the Hyperion Essbase Plus program may not be used.
If you purchase Named User Plus licenses for the programs listed below, you must maintain the following user
minimums and user maximums:
Program Named User Plus Minimum

Oracle Database Enterprise Edition 25 Named Users Plus per Processor
Times Ten In-Memory Database 25 Named Users Plus per Processor
Cloud File System 25 Named Users Plus per Processor
Rdb Enterprise Edition 25 Named Users Plus per Processor
CODASYL DBMS 25 Named Users Plus per Processor
Data Integrator Enterprise Edition 25 Named Users Plus per Processor
GoldenGate 25 Named Users Plus per Processor
GoldenGate for Non Oracle Database 25 Named Users Plus per Processor
GoldenGate Veridata 25 Named Users Plus per Processor
GoldenGate for Teradata Replication Services 25 Named Users Plus per Processor
Java SE Advanced 10 Named Users Plus per Processor
Java SE Suite 10 Named Users Plus per Processor
WebLogic Server Standard Edition 10 Named Users Plus per Processor
WebLogic Server Enterprise Edition 10 Named Users Plus per Processor
WebLogic Suite 10 Named Users Plus per Processor
Web Tier 10 Named Users Plus per Processor
Coherence Standard Edition 10 Named Users Plus per Processor
Coherence Enterprise Edition 10 Named Users Plus per Processor
Coherence Grid Edition 10 Named Users Plus per Processor
TopLink and Application Development Framework 10 Named Users Plus per Processor
GlassFish Server 10 Named Users Plus per Processor
Internet Application Server Standard Edition 10 Named Users Plus per Processor*
Internet Application Server Enterprise Edition 10 Named Users Plus per Processor*
Enterprise Gateway 10 Named Users Plus per Processor
BPEL Process Manager 10 Named Users Plus per Processor
WebLogic Integration 10 Named Users Plus per Processor
Service Registry 10 Named Users Plus per Processor
Enterprise Repository 10 Named Users Plus per Processor
Forms and Reports 10 Named Users Plus per Processor
Tuxedo 10 Named Users Plus per Processor
SOA Suite for Non Oracle Middleware 10 Named Users Plus per Processor
Unified Business Process Management Suite for Non Oracle 10 Named Users Plus per Processor
Middleware
Event-Driven Architecture Suite 10 Named Users Plus per Processor
Business Intelligence Standard Edition 10 Named Users Plus per Processor
B2B for RosettaNet 10 Named Users Plus per Processor
B2B for EDI 10 Named Users Plus per Processor
Healthcare Adapter 10 Named Users Plus per Processor
B2B for ebXML 10 Named Users Plus per Processor
WebCenter Suite Plus 10 Named Users Plus per Processor
WebCenter Portal 10 Named Users Plus per Processor
WebCenter Content 10 Named Users Plus per Processor

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WebCenter Sites 10 Named Users Plus per Processor

WebCenter Sites Satellite Server 10 Named Users Plus per Processor
WebCenter Universal Content Management 10 Named Users Plus per Processor
WebCenter Imaging 10 Named Users Plus per Processor
WebCenter Forms Recognition 10 Named Users Plus per Processor
WebCenter Enterprise Capture 10 Named Users Plus per Processor
WebCenter Distributed Capture 10 Named Users Plus per Processor
WebCenter Real-Time Collaboration 10 Named Users Plus per Processor
On Track Communication Standard Edition 10 Named Users Plus per Processor
On Track Communication Enterprise Edition 10 Named Users Plus per Processor
Enterprise Gateway for Access Management 10 Named Users Plus per Processor
Beehive Enterprise Messaging Server 10 Named Users Plus per Processor
Beehive Enterprise Collaboration Server 10 Named Users Plus per Processor
*The Named User Plus Minimum does not apply if the program is installed on a one-processor machine that
allows for a maximum of one user per program.
Program Named User Plus Maximum

Personal Edition 1 Named User Plus per database
Business Intelligence Standard Edition One 50 Named Users Plus
If licensing by Named User Plus, the number of licenses for the programs listed below in column A must match
the number of licenses of the associated program listed in column B. In the case where the minimum number of
Named User Plus licenses are/were purchased, the number of licenses may not match due to variance in core
factors between the time the respective programs were licensed. If licensing by Processor, the number of
licenses for the programs listed below in column A must match the number of licenses of the associated program
listed in column B. In the case where the programs are licensed at different times, the number of licenses may
not match due to variance in core factors between the time the respective programs were licensed; in that case
the number of cores used to determine the number of licensed processors for the programs listed below in
column A must match the number of cores used to determine the number of licensed processors of the
associated program listed in Column B. Associated programs are those programs being used in conjunction with
the program in Column A.
Column A Column B
Database Enterprise Edition Options*- Real Application Clusters, Oracle Database Enterprise Edition,
Real Application Clusters One Node, Partitioning, OLAP, Data Mining, Audit Vault Server
Spatial, Advanced Security, Label Security, Database Vault, Active
Data Guard, Real Application Testing, Advanced Compression, Total
Recall, Retail Data Model, Communications Data Model
Database Enterprise Management*- Diagnostics Pack, Tuning Pack,

Database Lifecycle Management Pack, Cloud Management Pack for
Oracle Database
RDB Server Options*- TRACE Rdb Enterprise Edition, CODASYL

DBMS
WebLogic Suite Options**- BPEL Process Manager Option, Service WebLogic Suite
Bus, SOA Suite for Oracle Middleware, Business Process
Management Suite
Application Server Enterprise Management**- WebLogic Server Associated application server

Management Pack Enterprise Edition, SOA Management Pack program being managed by the
Enterprise Edition, Cloud Management Pack for Oracle Fusion program in Column A.
Middleware
Management Pack for Oracle Coherence** Coherence Enterprise Edition,

Coherence Grid Edition
Management Pack for Oracle GoldenGate* GoldenGate, GoldenGate for Non

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Oracle Database, GoldenGate for

Mainframe
Business Intelligence Server Enterprise Edition Options- Business Intelligence Server
Interactive Dashboard, Delivers, Answers, Office Plug-in and Enterprise Edition
Reporting and Publishing
Business Intelligence Suite Enterprise Edition Plus Option- Business Intelligence Suite Enterprise
Business Intelligence Management Pack Edition Plus
Beehive Platform Options- Beehive Messaging, Beehive Team Beehive Platform

Collaboration, Beehive Synchronous Collaboration, Beehive Voicemail
Management Pack for Oracle Data Integrator Data Integrator Enterprise Edition,
Data Integrator and Application
Adapter for Data Integration, or
Oracle Data Integrator Enterprise
Edition for Oracle Applications
Hyperion Financial Data Quality Management Options- Hyperion Hyperion Financial Data Quality
Financial Data Quality Management Adapter for Financial Management
Management, Hyperion Financial Data Quality Management Adapter
Suite, Hyperion Financial Data Quality Management Adapter for SAP
Hyperion Financial Data Quality Management for Hyperion Hyperion Financial Data Quality
Enterprise Option- Hyperion Financial Data Quality Management Management for Hyperion Enterprise
Adapter Suite
Hyperion Data Integration Management Options- Hyperion Data Hyperion Data Integration
Integration Management Source Adapter, Hyperion Data Integration Management
Management Team Based Development
*If licensing by Named User Plus you must maintain, at a minimum, 25 Named Users Plus per Processor
per associated program.
** If licensing by Named User Plus you must maintain, at a minimum, 10 Named Users Plus per Processor
per associated program.
Licensing Rules for ATG Applications

You are responsible for ensuring compliance with the application licensing prerequisites as specified in the
Applications Licensing Table, which may be accessed at http://oracle.com/contracts.
The Oracle ATG Web Commerce Business Intelligence program and the Oracle ATG Web Commerce
Business Intelligence Administrator program may only be used in conjunction with either the Oracle ATG
Web Commerce program and/or the Oracle ATG Web Knowledge Manager program. You may, however,
expand your data model to include other information provided the additional information supplements
information is already included in the Oracle ATG Web Commerce program or in the Oracle ATG Knowledge
Manager program.
The Cognos BI Consumer Bundle is included in the Oracle ATG Web Commerce Business Intelligence
program and is comprised of (a) one (1) reporting engine for anonymous viewers consisting of no more than
two (2) processors and four (4) total cores, (b) unlimited anonymous report viewer seat licenses, (c) one (1)
Named BI Web Administrator seat license and one (1) Named BI Professional Report Author seat license.
Any additional seat licenses must be licensed separately by purchase of Oracle ATG Web Commerce BI
Administrator seat licenses at an additional cost and are not included in any enterprise-wide or similar
license.
Licensing Rules for Oracle E-Business Suite Applications

The option Activity Hub B2B is only available with the Siebel Customer Universal Master component of the
Customer Hub B2B program.
The option Field Service Hub B2B is only available with the Siebel Customer Universal Master component of
the Customer Hub B2B program.

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The option Marketing Hub B2B is only available with the Siebel Customer Universal Master component of the
The option Sales Hub B2B is only available with the Siebel Customer Universal Master component of the
The option Service Hub B2B is only available with the Siebel Customer Universal Master component of the
Customer Hub B2B program
The option Activity Hub B2C is only available with the Siebel Customer Universal Master component of the
Customer Hub B2C program.
The option Field Service Hub B2C is only available with the Siebel Customer Universal Master component of
the Customer Hub B2C program.
The option Marketing Hub B2C is only available with the Siebel Customer Universal Master component of the
The option Privacy Management Policy Hub B2C is only available with the Siebel Customer Universal Master
component of the Customer Hub B2C program.
The option Sales Hub B2C is only available with the Siebel Customer Universal Master component of the
The option Service Hub B2C is only available with the Siebel Customer Universal Master component of the
Licensing Rules for PeopleSoft Applications

Your license for the program(s) may include additional license rights. Please review the additional license
rights listed on the PeopleSoft program table located at http://oracle.com/contracts for additional information.
The programs listed below include a license to use Business Analysis Modeler – Restricted Development to
develop interfaces and modifications, including creation of new application data tables, only to the PeopleSoft
programs you have licensed. Oracle will deliver this program to you per the delivery terms in your order.
Integrated FieldService, Marketing, Mobile Sales, Online Marketing, Order Capture, Order Capture Self
Service, Sales, Support for Customer Self Service
Your use of the Campus Self Service program is subject to the additional terms and conditions set forth in the
INAS Software Supplement located at http://oracle.com/contracts.
PeopleTools - Enterprise Development shall be used solely to develop applications for your internal data
processing operations. In no event shall you market or distribute such applications. Notwithstanding
anything to the contrary, you shall not have the right to use the functionality currently referred to as Verity
search engine provided as part of this program for the purpose of developing applications.
Each PeopleTools - Enterprise Development Starter Kit program shall be used solely by 5 application users
to develop applications containing no more than a total of 20 components (as defined in the program
documentation) for your internal data processing operations. In no event shall you market or distribute such
applications. Notwithstanding anything to the contrary, you shall not have the right to use the functionality
currently referred to as Verity search engine provided as part of this program for the purpose of developing
applications.
You may use PeopleTools – Restricted Development to develop interfaces and modifications, including
creation of new application data tables, only to the PeopleSoft Enterprise programs you have licensed.
Oracle will deliver this program to you per the delivery terms in your order
The Process Modeler Client program may only be used with PeopleSoft Enterprise programs you have
licensed from Oracle. You shall not use this program with any other software.
The license for the Student Administration program includes a limited use license for the Human Resources,
Benefits Administration and the Payroll for North America programs. Such limited use license means that the
Human Resources, Benefits Administration and the Payroll for North America Software modules shall only be
used in order to access the features and functions of the Student Administration program. Your use of the
Student Administration program is subject to the additional terms and conditions set forth in the INAS
Software Supplement located at http://oracle.com/contracts.
Licensing Rules for Primavera Applications

For the purposes of the following Primavera programs: Earned Value Management, Evolve, SureTrak,
Contractor and P3 Project Planner, you acknowledge that you have both read and understand the limited
Software Update License & Support services that are available for these programs, as described in Oracle’s
Technical Support Policies.

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For purposes of the Primavera SureTrak and Primavera P3 Project Planner programs, you acknowledge that
the agreement delivered to you with these programs, and not the end user license agreement contained in
the product installation, governs the end user’s use of these programs
For the purposes of the following programs: Primavera P6 Enterprise Project Portfolio Management and
Primavera P6 Enterprise Project Portfolio Management Web Services, developers and/or users (i) who are
not already licensed for the Primavera P6 Enterprise Project Portfolio Management program and (ii) who
access (including through Access Points) applications, must be licensed for the Primavera P6 Enterprise
Project Portfolio Management Web Services program. “Access Points” includes, but is not limited to, third
party, Oracle or custom versions of the following: interfaces, API’s, web services and database links.
For the purposes of the following programs: Primavera Contract Management Web Services and Primavera
Contract Management, developers and/or users (i) who are not already licensed for the Primavera Contract
Management program and (ii) who access (including through Access Points) applications, must be licensed
for the Primavera Contract Management Web Services program. “Access Points” includes, but is not limited
to, third party, Oracle or custom versions of the following: interfaces, API’s, web services and database links.
Licensing Rules for Siebel Applications

For the Siebel Branch Teller Services program, Siebel Internet Banking Services program, Siebel Retail
Finance Foundation Services program and the Siebel Financial Transactions Workbench program, you may
use third party tools to (a) create materials or (b) modify the materials identified as Sample Screen Code and
Process Templates in the program documentation, all in accordance with the program documentation, and
provided that such materials or modified materials shall be used solely with your licensed use of such
programs. You shall not limit in any way Oracle’s right to develop, use, license, create derivative works of, or
otherwise freely exploit the programs, ancillary programs, program documentation, or any other materials
provided by Oracle, or to permit third parties to do so.
The Siebel Details Program includes a license for 20 Concurrent Users that authorizes you to use the
program on only one Computer for a maximum of 20 Concurrent Users at any given time.
The Siebel Marketing Server program is licensed on a Computer basis together with the number of unique
Customer Records that you may access using the program.
The Siebel Pharma Marketing Server is licensed on the basis of the number of unique Customer Records
that you may access using the program together with the number of Brands that you may manage using the
program.
The Siebel Pricing Claims Server-Up to 20 Application Users is licensed on a Computer basis with a
limitation on the number of Application Users.
The users or processors of the Siebel Web Channel program may access a maximum of 15 Objects. An
"Object" is defined as each data entity within the Business Object Layer of the programs that is defined in the
Siebel Tools program.
The Siebel Data Quality License may only be used with Oracle Master Data Management or Oracle CRM
deployments.
Licensing Rules for Programs Licensed per UPK Module

Oracle grants to you a non-exclusive, nontransferable license for your UPK Developer(s) to: (i) use those
User Productivity Kit ("UPK") programs licensed as UPK modules (collectively referred to as “UPK content”)
only as necessary to create and provide training solely for Employee and/or Application Users to use the
underlying programs for your benefit; (ii) make an unlimited number of copies of the UPK content only as
necessary to create and provide training solely to Employees and/or Application Users to use the underlying
programs for your benefit; and (iii) develop modifications and customizations to the UPK content, if
applicable, all subject to the terms and conditions set forth in this agreement, provided all copyright notices
are reproduced as provided on the original. You represent and warrant that you have a valid license for the
underlying program(s). You are prohibited from reselling or distributing the UPK content to any other party or
using the UPK content other than as explicitly permitted in this agreement. Oracle represents that the UPK
content and any content created by you using the UPK content contains valuable proprietary information.
Oracle retains title to all portions of the UPK content and any copies thereof. You shall use UPK content
modifications created by you solely for your internal use in accordance with the terms of this agreement. You
may provide access to and use of the UPK content only to those third parties that are licensed as Application
Users and that: (a) provide services to you concerning your use of the UPK content; (b) have a need to use
and access the UPK content; and (c) have agreed to substantially similar non-disclosure obligations imposed
by you as those contained in this agreement. Application and Employee User(s) of UPK programs may view
and interact with simulations and documentation but may not create or modify simulations or documentation.

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Licensing Rules for MySQL Programs

The MySQL programs may contain third party technology. Oracle may provide certain notices to you in
program documentation, “readme” files or the installation details in connection with such third party
technology. Third party technology will be licensed to you either under the terms of the agreement, or if
specified in the program documentation, “readme” files, or the installation details, under separate license
terms (“separate terms”) and not under the terms of the agreement (“separately licensed third party
technology”). Your rights to use such separately licensed third party technology under the separate terms
are not restricted in any way by the agreement.
Licensing Rules for JD Edwards Applications

The programs include GNU libgmp library; copyright 1991 Free Software Foundation, Inc. This library is free
software that can be modified and redistributed under the terms of the GNU Library General Public License
contained in the programs. The programs may also contain other third party products.
Your license for the program(s) may include additional license rights. Please review the additional license
rights listed on the PeopleSoft / JD Edwards program table located at http://oracle.com/contracts for
additional information.
The Foundation program contains the development foundation environment/toolkit. You understand and
acknowledge that any software program developed with the functionality of the development foundation
environment/toolkit is subject to the terms and conditions of this agreement. To the extent not prohibited by
law, you will defend and indemnify Oracle against any claims by third parties for damages (including, without
limitation, reasonable legal fees) arising out of any computer programs generated by you utilizing the
development tools included in the programs. You and Oracle acknowledge that Texas State Agencies are
not permitted to indemnify by law. ORACLE DISCLAIMS ANY WARRANTY THAT THE DEVELOPMENT
TOOLS INCLUDED IN THE PROGRAMS WILL GENERATE COMPUTER PROGRAMS WITH THE
CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR THAT SUCH GENERATED
COMPUTER PROGRAMS WILL BE ERROR FREE
The Oracle Technology Foundation for JD Edwards EnterpriseOne and the Oracle Technology Foundation
for JD Edwards EnterpriseOne Upgrade programs each include a limited use license for Oracle Database
Standard Edition. The database may be used solely in conjunction with any and all licensed JD Edwards
EnterpriseOne programs, including third party programs licensed for use with JD Edwards EnterpriseOne
programs. The database may be installed on an unlimited number of processors. If you require features and
functions beyond those included with the Oracle Database Standard Edition, or if you require use of Oracle
Database beyond your JD Edwards EnterpriseOne implementation, you may purchase a non-limited use
license by contracting directly with Oracle or one of its authorized distributors.
The license for each of these programs also includes a limited use license for the following components of
Oracle Fusion Middleware: Oracle Application Server Standard Edition or Oracle WebLogic Server Standard
Edition (either of these products may be used, but both products cannot be used for the same function);
Oracle JRockit JVM; Oracle Application Server Portal; Oracle WebCenter Services; Oracle BPEL Process
Manager; Oracle Business Activity Monitoring; Oracle Application Server Single Sign-On; Oracle Access
Manager Basic; Oracle Application Server Web Cache; and Oracle Business Intelligence Publisher. These
components may be used solely in conjunction with any and all licensed JD Edwards EnterpriseOne
programs, including third party programs licensed for use with JD Edwards EnterpriseOne programs. These
components may be installed on an unlimited number of processors. If you require use of these components
beyond your JD Edwards EnterpriseOne implementation you may purchase a non-limited use license for any
of the Oracle components by contracting directly with Oracle or one of its authorized distributors.
For the purpose of using Oracle Business Intelligence Publisher, Oracle will include a limited use license of
Business Intelligence Publisher for use with JD Edwards EnterpriseOne programs. Any use of Business
Intelligence Publisher outside of a JD Edwards EnterpriseOne program, such as with a your own "custom"
applications as well as with other Oracle applications (including but not limited to Siebel Applications,
PeopleSoft Applications, and/or Oracle Applications) will require a full use license of Business Intelligence
Publisher. Business Intelligence Publisher may be installed on an unlimited number of processors.
The development tools included with these programs may be used solely with the licensed JD Edwards
EnterpriseOne programs and may not be used to create new applications. To the extent not prohibited by
law, you will defend and indemnify Oracle against any claims by third parties for damages (including, without
limitation, reasonable legal fees) arising out of any computer programs generated by you utilizing the
development tools included in the programs. You and Oracle acknowledge that Texas State Agencies are
not permitted to indemnify by law. ORACLE DISCLAIMS ANY WARRANTY THAT THE DEVELOPMENT

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TOOLS INCLUDED IN THE JD EDWARDS ENTERPRISE ONE PROGRAM WILL GENERATE COMPUTER
PROGRAMS WITH THE CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR THAT SUCH
GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE.
The Technology Foundation and Technology Foundation Upgrade programs each include the following “IBM
Components”: IBM DB2 Universal Database, IBM WebSphere Application Server and IBM WebSphere
Portal (as contained in Collaborative Portal). IBM Components may be used solely in conjunction with any
and all licensed JD Edwards EnterpriseOne programs, including third party programs licensed for use with JD
Edwards EnterpriseOne programs. You may obtain a general license for any of the IBM Components by
contracting directly with IBM or one of its authorized distributors. The development tools included in this
program may be used solely with the licensed JD Edwards EnterpriseOne programs and may not be used to
create new applications. To the extent not prohibited by law, you will defend and indemnify Oracle against
any claims by third parties for damages (including, without limitation, reasonable legal fees) arising out of any
computer programs generated by you utilizing the development tools included in the programs. You and
Oracle acknowledge that Texas State Agencies are not permitted to indemnify by law. ORACLE DISCLAIMS
ANY WARRANTY THAT THE DEVELOPMENT TOOLS INCLUDED IN THE PROGRAMS WILL GENERATE
COMPUTER PROGRAMS WITH THE CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR
THAT SUCH GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE.

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APPENDIX E-1 TO DIR CONTRACT No. DIR-TSO-4158

SAMPLE ORDERING DOCUMENT
HARDWARE AND SOFTWARE PRODUCTS
AND FIRST-YEAR TECHNICAL SUPPORT
ORDERING DOCUMENT

500 Oracle Parkway
Redwood Shores, CA 94065
Your Name Your Contact

Your Phone Number
Location Email Address
Hardware and Hardware Support Services

Item Part Hardware Description Quantity List Fee Discount Net Price
Number %
Hardware and Hardware Support Fees
Programs and Program Support Services

Product Description/License Type Quantity List Fee Discount Net Price
%
.
Program and Program Support Fees
Other Fees
Other Fees
Fee Description Net Fee

Oracle Hardware Fees
Hardware Support Fees
Program Fees
Program Support Fees
Other Fees
Total Price
A. Agreement
1. Agreement
This order incorporates by reference the terms of the Contracts for Products and Related Services between the State of Texas
acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective
_____________, 2018 (DIR Contract No. DIR-TSO-4158 Oracle Contract No. US-GMA-1889764) and all amendments and
addenda thereto (“agreement"). The defined terms in the agreement shall have the same meaning in this order unless otherwise
specified herein.
B. General Terms
1. Summary of Fees
You have ordered programs, hardware, and/or 12 months of technical support services. Listed above is a summary of net fees
due under this order. These fees are in US Dollars and are exclusive of any applicable shipping charges or applicable taxes. All
fees are due in accordance with Appendix A, Section 8.J of the agreement.
DIR-TSO-4158 Appendix E-1 Page 1 of 2

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2. Territory
a. The hardware included on this order 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 this order.
b. The program licenses included on this order are for use in the U.S.
3. Delivery
a. Your purchase order must include the following delivery information: Delivery Contact (Name, email address and telephone
number) and Delivery Location (your name, full street address, city and zip code).
b. [If hardware is ordered, one of the statements below will be included on the order.]
 Oracle will deliver to the location specified on your purchase order the ordered hardware in accordance with the terms
of Section 8D of Appendix A and section A of Appendix F of the agreement.
 Oracle has no delivery obligation for the ordered hardware; the ordered hardware has been previously delivered to the
customer.
c. [If program is ordered, one of the statements below will be included on the order.]
 Oracle has no delivery obligation for the ordered programs; the ordered programs have been previously delivered to the
Customer.
 Oracle has made available to you the ordered programs for electronic download in accordance with the terms of section
A of Appendix F of the agreement.
d. Oracle will deliver to the location specified on your purchase order tangible media for the ordered programs in accordance with
the terms of the agreement which are DDP.
 4. Description of the Ordered Installation and/or Packaged Services [If installation services, packaged services, and/or
other ACS services are ordered, one (or more) of the statements below will be included on the order.]
Installation Services, Start-Up Packs and Configuration/Upgrade Services: a description of such service(s) is found in the
Advanced Customer Support Services section at www.oracle.com/contracts and is incorporated by reference.
5. Segmentation [This language is consistent with the agreement, Appendix F, Section E (Segmentation) and is required
by Oracle to be included on the ordering document for accounting purposes.]
The purchase of (a) hardware and/or related hardware support, (b) programs and/or related technical support, or (c) other services
are all separate offers and separate from any other order for (i) hardware and/or related hardware support, (ii) programs and/or
related technical support, or (iii) other services you may receive or have received from Oracle. You understand that you may
purchase (x) hardware and/or related hardware support, (y) programs and/or related technical support, or (z) other services
independently of any other product or service. Your obligation to pay for (i) hardware and/or related hardware support is not
contingent on performance of any other service or delivery of programs, (ii) programs and/or related technical support is not
contingent on delivery of hardware or performance of any other service, or (iii) other services is not contingent on delivery of
hardware, delivery of programs or performance of any additional/other service.
6. Additional Order Terms [This section is deleted if no additional terms are agreed to by the parties.]
7. Offer Validity
The offer is valid through [insert date] and shall become binding as provided for in the agreement. As required in the agreement,
your purchase order must be submitted with this ordering document and your purchase order must incorporate by reference this
ordering document, which is identified by the number listed in the lower left hand corner of the page.
[Insert Customer’s Name] Oracle America, Inc.
Authorized Signature Authorized Signature
Name Name
Title Title
Signature Date Signature Date
Effective Date ( to be completed by Oracle )

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TECHNICAL SERVICES
ORDERING DOCUMENT
Customer Name: «LOCAL_SUBSI_NAME»nc.

«Subsidiary_Address»
Customer Address:
ORACLE CONTRACT INFORM ATION
Agreement: Contracts for Products and Related Services between the State of Texas acting by and through the
Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective ____________,
2018 (DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA-1889764).
Ordering Document Number: ___________________________________________
This ordering document incorporates by reference the terms of the agreement specified above and all amendments thereto (the
“agreement”). The defined terms in the agreement shall have the same meaning in this order unless otherwise specified herein.
A. SERVICES
You have ordered the services listed below in the table and detailed in the attached exhibit(s), which are incorporated herein by
reference.
All fees on this ordering document are in «CURRENCY_FULL».
Services Reference Fees Estimated Total Fees and Estimated

Expenses Expenses*
[e.g., Time and Materials Services] Exhibit 1
Total
*Fees and expenses are in accordance with the referenced exhibit(s).
All fees are due in accordance with Appendix A, Section 8J of DIR Contract No. DIR-TSO-4158. Invoices for services
performed under separate exhibits may be provided separately. Fees for any time and materials engagements listed above are
estimated fees, as detailed in the referenced time and material services exhibit(s).
B. ADDITIONAL TERMS
1. Segmentation.
The purchase of (a) hardware and/or related hardware support, (b) programs and/or related technical support, or (c) other
services are all separate offers and separate from any other order for (i) hardware and/or related hardware support, (ii)
programs and/or related technical support, or (iii) other services you may receive or have received from Oracle. You
understand that you may purchase (x) hardware and/or related hardware support, (y) programs and/or related technical
support, or (z) other services independently of any other product or service. Your obligation to pay for (i) hardware and/or
related hardware support is not contingent on performance of any other service or delivery of programs, (ii) programs and/or
related technical support is not contingent on delivery of hardware or performance of any other service, or (iii) other services
is not contingent on delivery of hardware, delivery of programs or performance of any additional/other service.
Oracle Contracts Manager/Administrator: Your Billing/Accounts Payable Contact:
Name: Name:
Address: Address:

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Phone: Phone:
Fax: Fax:
Email: Email:
In the event of any inconsistencies between this ordering document (excluding exhibits) and any attached exhibits, the
exhibits shall take precedence.

Any request for any change in services must be in writing; this includes requests for changes in project plans, scope,
specifications, schedule, designs, requirements, service deliverables, software environment, hardware environment or any
other aspect of your order. Oracle shall not be obligated to perform tasks related to changes in time, scope, cost, or
contractual obligations until you and Oracle agree in writing to the proposed change in an amendment to this ordering
document and/or applicable exhibit(s).
5. Rights Granted.
Upon payment for the services under this order, you have the non-exclusive, non-assignable except as otherwise provided
for in the Contract, royalty free perpetual, limited right to use for your internal business operations, anything developed by
Oracle and delivered to you under this order. You may allow your agents and contractors (including, without limitation,
outsourcers) to use the deliverables for this purpose and you are responsible for their compliance with this order in such use.
Oracle retains all ownership and intellectual property rights to anything developed or delivered under this order. For anything
developed or delivered under this order that is specifically designed to allow your customers and suppliers to interact with
you in the furtherance of your internal business operations, such use is allowed under the agreement.
[If an approval for joint ownership has been obtained for all of the deliverables under this order, replace this section
with the following. If an approval for joint ownership has been obtained for some of the deliverables under this
order, those specific deliverables should be stated and noted that they have the following IP rights:] “Joint Property"
means those deliverables developed by Oracle solely for you under this order and those deliverables developed jointly by
Oracle and you under this order; Joint Property does not include any Oracle Works (defined below). Upon payment of all
fees due under this order, Oracle and you agree that we each jointly own the copyright interest in Joint Property and that we
each do not have to account to one another for use of Joint Property. “Oracle Works” means: (a) anything provided by or on
behalf of Oracle from a repository; (b) any software code generated by computer aided software engineering (CASE) tools;
(c) any tools, interfaces, and utilities developed by or on behalf of Oracle; and (d) any derivative works of (a) through (c)
above. Oracle retains all right, title and interest, including all copyrights, in any Oracle Works. Upon payment of all fees due
under this order, you have the non-exclusive, non-assignable, royalty free, perpetual limited right to use, solely as a
component of Joint Property, Oracle Works that are incorporated into Joint Property. You may allow your agents and
contractors (including, without limitation, outsourcers) to use, as set forth in the preceding sentence, Oracle Works that are
incorporated into Joint Property and you are responsible for their compliance with this order in such use. This order does not
grant, amend, or modify any license for any programs or documentation owned or distributed by Oracle.”]
6. Third Party Intellectual Property. [Delete this section if no third party products are being offered under this order.]
This order includes the following third party product(s): __________________________. Upon your request, Oracle shall
provide you with documentation confirming the third party’s written approval for Oracle to use such third party product(s) that
may be embodied or reflected in this order.
This quote is valid through ___________, 20__ and shall become binding upon execution by you and acceptance by Oracle.
[Insert Customer’s Name] «Subsidiary_Name_Signature_Block»
Authorized Signature: ________________________ Authorized Signature: ________________________
Name: ___________________________________ Name: ____________________________________
Title: _____________________________________ Title: _____________________________________
Signature Date: _____________________________ Signature Date: _____________________________


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TIME AND MATERIALS EXHIBIT
ORACLE CONTRACT INFORM ATION
Customer Name: ___________________________

Ordering Document Number: ___________________________
Exhibit Number: __________________________
1. Description of Services.
Oracle will assist you with the following Services:
_______________________________________
_______________________________________
_______________________________________

You acknowledge that your timely provision of and access to office accommodations, facilities, equipment, assistance,
cooperation, complete and accurate information and data from your officers, agents, and employees, and suitably configured
computer products (collectively, “cooperation”) are essential to the performance of any Services as set forth in this exhibit. Oracle
will not be responsible for any deficiency in performing Services if such deficiency results from your failure to provide full
cooperation.
You acknowledge that Oracle’s ability to perform the Services and any related estimate depends upon your fulfillment of
the following obligations and the following project assumptions:
A. Your Obligations. {If customer is in an Oracle hosted cloud environment, delete obligations 1-3; retain
obligations 4}
1. Maintain the properly configured hardware/operating system platform to support the Services.
2. Obtain licenses under separate contract for any necessary Oracle software and hardware Programs before the
commencement of Services.
3. Maintain annual technical support for the Oracle software and hardware under separate contract throughout the
term of the Services.
4. Obtain Cloud Services under separate contract prior to the commencement of Services under this exhibit and
maintain such Cloud Services for the duration of the Services provided under this exhibit. {Delete this obligation
if customer is not in an Oracle hosted cloud environment.}
5. Provide Oracle with full access to relevant functional, technical and business resources with adequate skills and
knowledge to support the performance of Services.
6. Provide, for all Oracle resources performing Services at your site, a safe and healthful workspace (e.g, a
workspace that is free from recognized hazards that are causing, or likely to cause, death or serious physical harm,
a workspace that has proper ventilation, sound levels acceptable for resources performing Services in the
workspace, and ergonomically correct work stations, etc.).
8. Limit Oracle’s access to any production environment or shared development environments to the extent necessary
for Oracle to perform Services.
9. As required by U.S. Department of Labor regulations (20 CFR 655.734 ), you will allow Oracle to post a Notice
regarding Oracle H-1B employee(s) at the work site prior to the employee's arrival on site.
10. If while performing Services Oracle requires access to other vendor’s 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.
{Modify as necessary – e.g. {List any additional obligations – including those from Options List for which
Customer is responsible.}
B. Project Assumptions
{List any project conditions that, if different than assumed, might affect Oracle’s ability to perform Services as
estimated.}
3. Rates, Estimated Fees and Expenses.

The Services specified above are provided on a time and materials ("T&M") basis; that is, you shall pay Oracle for all of the
time spent performing such Services, plus materials, and expenses.
The Services described above shall be provided at Oracle's standard technical rates in effect when such Services are
performed. Oracle’s standard technical rates are listed in Oracle's {insert local country} price list; those rates which are in
effect as of the effective date are listed below for your convenience.

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{Insert Rate Table}
All fees and expenses will be invoiced monthly. The fee estimate for labor performed under this exhibit is ______________
dollars ($______); the estimate for preapproved travel and out of pocket expenses is an additional _____________ dollars
($_________). These estimates and any other estimates related to this exhibit are intended only to be for your budgeting
and Oracle’s resource scheduling purposes; these estimates do not include taxes. Oracle will invoice you for actual time
spent performing the Services, plus materials, and expenses; such invoice may exceed the total estimated amount
documented above. Once fees for Services reach the estimate, Oracle will cooperate with you to provide continuing Services
on a T&M basis.
The parties acknowledge that temporary living reimbursements to Oracle provided resources(s) may be deemed
compensatory under federal, state, and local tax laws if a resource’s assignment in a particular location will exceed or has
exceeded one year. Where reasonably possible, Oracle will plan with you to limit the duration of a resource’s assignment in
a particular location to less than one year.
You and Oracle each agree to designate a project manager who shall work together with the other party's project manager
to facilitate an efficient delivery of Services.

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APPENDIX E-3 TO DIR CONTRACT NO. DIR-TSO-4158

ADVANCED CUSTOMER SUPPORT SERVICES
Advanced Customer Support Services

Ordering Document
Customer Name: Oracle America, Inc.
Customer Address: 500 Oracle Parkway
Agreement: Contracts for Products and Related Services between the State of Texas acting by and through the
Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective ____________, 2018
(DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA-1889764).
A. SERVICES
You have ordered the services listed below in the table and detailed in the attached exhibit(s), which are incorporated herein by
reference.
All fees on this ordering document are in US Dollar. {Delete Service Types not sold and renumber exhibits reference as
appropriate.}
Services Reference Fees*

Fixed Scope Services Exhibit 1 $
A. list Service(s) by name – e.g. Configuration Review and
Recommendations; or
B. Standard Software Installation and Configuration
C.
Annual Services Exhibit 2 $
A. list Service(s) by name – e.g. Solution Support Center}
B.
Time and Materials Services Exhibit 3 $
A. list Services by name – e.g. Advanced Support Engineer –
Specialized Services or Technical Account Management (“TAM”)
B.
Estimated Expenses $
Fees $
*Expenses are in accordance with the referenced exhibit(s). The fees and estimates stated in any exhibit do not include taxes.
All fees are due in accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158. Invoices for services performed
under separate exhibits may be provided separately. Fees for any time and materials engagements listed above are estimated
fees, as detailed in the referenced time and materials services exhibits(s). {Delete last sentence if order does not include
T&M.}
B. ADDITIONAL TERMS
1. Segmentation. The purchase of (a) hardware and/or related hardware support, (b) programs and/or related technical
support, or (c) other services are all separate offers and separate from any other order for (i) hardware and/or related
hardware support, (ii) programs and/or related technical support, or (iii) other services you may receive or have received
from Oracle. You understand that you may purchase (x) hardware and/or related hardware support, (y) programs and/or
related technical support, or (z) other services independently of any other product or service. Your obligation to pay for
(i) hardware and/or related hardware support is not contingent on performance of any other service or delivery of

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programs, (ii) programs and/or related technical support is not contingent on delivery of hardware or performance of
any other service, or (iii) other services is not contingent on delivery of hardware, delivery of programs or performance
of any additional/other service.
{Customer Billing information is mandatory. Other contacts can be added/removed as applicable. Ex:
“Customer Project Manager”, “Service Delivery Manager”, etc.}
Oracle ACS Services Sales Representative: Your Billing/Accounts Payable Contact:
Name: Name:
Address: Address:
Phone: Phone:
Fax: Fax:
Email: Email:
3. Order of Precedence. In the event of any inconsistencies between this ordering document (excluding exhibits) and any
attached exhibits, the exhibits shall take precedence.
4. Change Control Process. Any request for any change in services must be in writing; this includes requests for changes
in project plans, scope, specifications, schedule, designs, requirements, service deliverables, software environment,
hardware environment or any other aspect of your order. Oracle shall not be obligated to perform tasks related to
changes in time, scope, cost, or contractual obligations until you and Oracle agree in writing to the proposed change in
an amendment to this ordering document and/or applicable exhibit(s).
5. Your General Obligations. You acknowledge that your timely provision of and access to office accommodations, facilities,
equipment, assistance, cooperation, complete and accurate information and data from your officers, agents, and employees,
and suitably configured computer products (collectively, “cooperation”) are essential to the performance of any services as
set forth in under this ordering document. Oracle will not be responsible for any deficiency in performing services if such
deficiency results from your failure to provide full cooperation.
You acknowledge that Oracle’s ability to perform the services depends upon your fulfillment of the following obligations:
a. Maintain the properly configured software and hardware/operating system platform to support the services.
b. Obtain licenses under separate contract for any necessary Oracle software and hardware programs before the
commencement of services.
c. Maintain annual technical support for the Oracle software and hardware under separate contract throughout the
term of the services.
d. Provide Oracle with full access to the relevant documentation and the functional, technical and business resources
with adequate skills and knowledge to support the performance of services.
e. Identify a designated contact to Oracle, with the appropriate level of authority, to set priorities, coordinate activities
and resolve conflicts between your teams regarding the services hereunder.
f. Provide, for all Oracle resources performing services at your site, a safe and healthful workspace (e.g. a workspace
that is free from recognized hazards that are causing, or likely to cause, death or serious physical harm, a
workspace that has proper ventilation, sound levels acceptable for resources performing services in the
workspace, and ergonomically correct work stations, etc.).
g. Provide any notices, and obtain any consents, required for Oracle to perform services.
h. Limit Oracle’s access to any production environments or shared development environments to the extent
necessary for Oracle to perform services.
i. Return all Oracle property (e.g., Oracle Advanced Support Gateway, hardware, VPNs, etc.) used for the delivery of
services upon Oracle’s request and in no event later than fourteen (14) days after the cessation of services.
j. Provide and/or support all third-party software in connection with the provision of the services defined in the
applicable exhibit(s) attached hereto.
k. Provide complete and accurate information to Oracle regarding hardware system(s) for, or on, which services are
to be performed, including, without limitation, the serial number for the hardware system(s) .
l. Perform back-up or archival reproductions of all software and data contained on all hardware system(s), and within
any of your systems or equipment that may be affected by the services, prior to the commencement of the services.
m. Prior to the commencement of services, inform Oracle of any storage, server, system, application, equipment or
environment modifications that may affect Oracle’s performance of the services.
n. Perform additional scope specific obligations as may be defined in the applicable exhibit(s) attached hereto.
o. Work with Oracle to facilitate an efficient delivery of services.
p. As required by U.S. Department of Labor regulations (20 CFR 655.734), you will allow Oracle to post a Notice
regarding Oracle H-1B employee(s) at the work site prior to the employee's arrival on site. {This obligation may
be deleted when contracting outside of the US and services are not being performed in the US.}
6. Data Privacy. In performing the services, Oracle will treat the data that resides on Oracle, customer or third-party
systems to which Oracle is provided access to perform services in accordance with the Oracle Services Privacy Policy,
which is available at http://www.oracle.com/us/legal/privacy/services-privacy-policy-078833.html. The Oracle Services

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Privacy Policy is subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of
protection specified in the Oracle Services Privacy Policy during the period for which fees for services have been paid.
7. Delivery of Services. Unless otherwise set forth in an applicable exhibit, Oracle will determine, in its sole discretion,
whether services are provided by remote delivery resources or delivery resources on-site at your location. If services
are provided by delivery resources on-site at your location, such services will be provided by local delivery resources
(i.e., delivery resources local to your location) if available, as of the effective date of this ordering document. If local
delivery resources are not available then on-site services will be provided by non-local delivery resources. In addition
to the fees set forth in this ordering document, you agree to reimburse Oracle, in accordance with Appendix A, Section
8J of DIR Contract No. DIR-TSO-4158, the pre-approved travel expenses related to providing on-site services at your
location. For services provided by delivery resources on-site at your location, your location will be the location specified
in the applicable exhibit.
If services are provided by remote delivery resources, Oracle may provide services by phone, via a customer-specific
web portal (if ordered), and/or via electronic communication. For services provided by remote delivery resources, you
agree that Oracle may access your systems throughout the performance of services using an Oracle defined standard
virtual private network (“VPN”), multi-protocol label switching (“MPLS”) connection, or Oracle Web Conference
(“OWC”). If necessary to perform services under this ordering document, Oracle will provide you with a single pre-
configured VPN or MPLS device. You are responsible for the installation of the VPN or the MPLS device on your
internet network, in accordance with Oracle’s specifications, to create a network connection between Oracle and the
customer site(s) as specified in the applicable exhibit(s).
You are responsible for ensuring that your network and systems comply with specifications that Oracle provides and
that all components of your Oracle software environment are accessible through the VPN, MPLS, or OWC.
Oracle is not responsible for network connections or for issues, problems or conditions arising from or related to
network connections, such as bandwidth issues, excessive latency, network outages, and/or any other conditions that
are caused by an internet service provider, or the network connection.
Except for those services identified in an applicable exhibit as services to be provided twenty four (24) hours a day,
seven (7) days a week (“24x7”), services are delivered during local business days and hours, excluding local public
holidays, in the time zone of the location specified in the applicable exhibit. Services are not available during non-
business hours unless otherwise specified in the exhibit. Services designated “24x7” may be delivered at any time of
day, seven days a week, including local public holidays.
This quote is valid through _____________, and shall become binding upon execution by you and acceptance by Oracle.
Name: ____________________________________ Name: ____________________________________
Title: _____________________________________ Title: _____________________________________
Ordering Document Effective Date:_______________________ {to be completed by Oracle}

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ORACLE LINUX AND ORACLE VM SUPPORT SERVICES
Oracle Linux and Oracle VM Ordering Document

Your Phone Number
Location Email Address
Agreement: Contracts for Products and Related Services between the State of Texas acting by and
through the Department of Information Resources (“DIR”) and Oracle America, Inc.
(“Oracle”), effective ________ __, 2018.
Agreement Name: DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA-1889764.
This ordering document incorporates by reference the terms of the agreement specified above
and all amendments and addenda thereto (“agreement”). The defined terms in the agreement
shall have the same meaning in this order unless otherwise specified herein.
A. DESCRIPTION AND FEES FOR ORDERED SERVICES
All fees on this ordering document are in US dollars.
Service Description Qty List Fee Discount Net Fee

Support Fees
Total Fees
B. General Terms
1. Commencement Date
The term for all services is effective upon the effective date of this ordering document.
2. Term
If only Oracle Linux is sold:
Section A lists the service duration of the Oracle Linux support services, which are described below.
If only Oracle VM is sold:

Section A lists the service duration of the Oracle VM support services, which are described below.
If Oracle Linux and Oracle VM are sold:

Section A lists the service duration of the Oracle Linux and Oracle VM support services, which are described below.
TERM OPTIONS:
i. If the customer is switching service providers AND the customer is not purchasing support for Oracle VM,
replace the statement above with the following:
In consideration of your certification that you entered into a Linux service support agreement with {insert current
Linux service support provider} prior to October 25, 2006 and that you are switching from your current Linux service
support provider to Oracle Linux support services, Oracle will extend the term of your Oracle Linux support. Your
current {insert current Linux service support provider} service contract will expire on {insert current Linux
service contract expiration date}; the term of your Oracle Linux support services acquired on this ordering document

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will expire on {insert Oracle Linux service contract expiration date}.
ii. If the customer is switching service providers AND the customer is purchasing support for Oracle VM, add
the following to the end of the “switch” paragraph above:
Additionally, Section A lists the service duration of the Oracle VM support services you have ordered, which are
described below.
3. Fees, Invoicing and Payment Obligation
a. All fees due under this ordering document shall be non-cancelable and the sums paid nonrefundable, except as
provided in the agreement.
b. Services fees are invoiced in accordance with the terms in the agreement.
c. All fees are due in accordance with Appendix A, Section 8.J of DIR-TSO-4158.
4. Segmentation
The purchase of the services listed in Section A of this ordering document is offered separately from any proposal for
other program licenses (e.g., program licenses other than Oracle Linux, Oracle VM-Manager or Oracle VM-Server
programs) you may receive or have received from Oracle and does not require you to purchase Oracle program
licenses.
C. Other
If Priority Service for Oracle Linux or Oracle VM is sold:
1. Priority Service for Oracle Linux or Oracle VM

Priority Service for Oracle Linux or Oracle VM is provided under the Oracle Linux and Oracle VM support policies in
effect at the time the services are provided. The Oracle Linux and Oracle VM support policies are subject to change
at Oracle’s discretion; however, Oracle will not materially reduce the level of services provided during the period for
which fees for Priority Service for Oracle Linux or Oracle VM have been paid. You should review the Oracle Linux
and Oracle VM support policies prior to entering into this ordering document. The current version of the Oracle Linux
and Oracle VM support policies may be accessed at http://www.oracle.com/us/support/policies/index.html.
The offer is valid through ________ 20__ and shall become binding upon execution by you and acceptance by Oracle.
Signature: __________________ Signature: __________________

Name: __________________ Name: __________________
Title: __________________ Title: __________________
Signature Date: __________________ Signature Date: __________________
Effective Date: __________________ (to be completed by Oracle)

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APPENDIX E-5 TO DIR CONTRACTNO. DIR-TSO-4158

RENEWAL OF TECHNICAL SUPPORT
[insert date]
[insert quote to contact name]

[insert quote to party]
[insert quote to address]
Dear [insert quote to contact name],
The technical support services provided under support service number [insert OKS contract #], will expire,
or have expired, on [insert expiration date]. Please find attached a quote for the renewal of these technical
support services. If applicable, the attached quote may include technical support services that you have
requested to order that are in addition to the technical support services that you are renewing.
To prevent interruption to and/ or termination of technical support services, please complete your order for
the renewal of technical support services, identified in the quote, by issuing a purchase order acceptable
to Oracle in accordance with the Order Processing Details section of the quote on or before [insert date].
If you have questions regarding your order or require further information, please contact me at the e-mail
address or telephone number provided below.
Regards,
[insert renewal contact]

Oracle Support Services
E-mail:
Tel:
Fax:

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GENERAL INFORMATION
OFFER EXPIRATION ORACLE: Oracle America, Inc.

Support Service Oracle Support
Number: Sales
Representative:
Offer Expires:
Telephone:
Fax:
E-mail:
CUSTOMER:
CUSTOMER CUSTOMER
QUOTE TO BILL TO
Account Account
Contact: Contact:
Account Name: Account Name:
Address: Address:
Telephone: Telephone:
Fax: Fax:
E-mail: E-mail:
"You" and "Your" as referenced in this quote refers to the Customer identified in the table above.
Oracle may provide certain notices about technical support services via e-mail. Accordingly, please verify
and update the Customer Quote To and Customer Bill To information in the above table to help ensure
that You receive such communications from Oracle. If changes are required to the Customer Quote To
and Customer Bill To information, please e-mail or fax the updated information, with Your support service
number [insert OKS contract #], to Your Oracle Support Sales Representative identified in the table
above.

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SERVICE DETAILS
Hardware Technical Support Services
Service Level: Oracle Premier Support for Systems
Product Description Serial Number CSI # Qty Start Date End Date Price
Hardware Technical Support Fees: USD
Total Price:
Plus applicable tax
Please note the following:

 If You have questions regarding the Services Details section of this quote, or believe that
corrections are required, please contact Your Oracle Support Sales Representative
identified on the first page of this quote.
 Please review Oracle's technical support policies, including the Lifetime Support Policy,
before entering into this quote. If Your programs and/ or hardware are identified in
Oracle's Lifetime Support policy they may move to a different services level during the
term of the services purchased under this quote. If extended support is offered, an
additional fee will be charged for such support if ordered. If You would like to purchase
extended support please contact Your Oracle Support Sales Representative identified
on the first page of this quote.
 If Oracle accepts Your order, the start date set forth in the Services Detail table above
shall serve as the commencement date of the technical support services and the
technical support services ordered under this quote will be provided through the end date
specified in the table for the applicable programs and/ or hardware.
 If any of the fields listed in the Services Detail table above are blank, then such fields do
not apply for the applicable programs and/or hardware for which You are purchasing
technical support services.

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TECHNICAL SUPPORT SERVICES TERMS
If the Customer and the Customer Quote To name identified in the General Information table above are
not the same, [insert quote to party] represents that Customer has authorized [insert quote to party] to
issue a purchase order for this quote on Customer's behalf and to bind Customer to the terms described
herein. [insert quote to party] agrees that the services ordered are for the sole benefit of Customer and
shall only be used by Customer. [insert quote to Party] agrees to advise Customer of the terms of this
quote as well as any communications received from Oracle regarding the services.
If the Customer and the Customer Bill To name identified in the General Information table above are not
the same, Customer agrees that: a) Customer has the ultimate responsibility for payments under this
quote; and b) any failure of [insert bill to party] to make timely payment per the terms of this quote shall be
deemed a breach by Customer and, in addition to any other remedies available to Oracle, Oracle may
terminate Customer's technical support service under this quote in accordance with the provisions set forth
in the Contracts for Products and Related Services between the State of Texas acting by and through the
Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”),
effective______________ (DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-
GMA-1889764) the "DIR Agreement".
Technical support is provided under Oracle's technical support policies in effect at the time the services
are provided. The technical support policies are subject to change at Oracle's discretion; however, Oracle
will not materially reduce the level of services provided for supported programs and/or hardware during
the period for which fees for technical support have been paid. You should review the technical support
policies prior to ordering technical support in accordance with this quote. The current version of the
technical support policies may be accessed at http://www.oracle.com/us/support/policies/index.html.
The technical support services acquired under this quote are governed by the terms and conditions of the
DIR Agreement, which is incorporated herein by reference. Any use of the programs and/or hardware,
which includes updates and other materials provided or made available by Oracle as a part of technical
support services, is subject to the rights granted for the programs and/or hardware set forth in the order in
which the programs and/or hardware were acquired.

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ORDER PROCESSING DETAILS
Your order is subject to Oracle's acceptance. Your order is deemed to be placed when You provide Oracle
with a purchase order. Once placed, Your order shall be non-cancelable and the sums paid nonrefundable,
except as provided in the DIR Agreement.
Technical Support fees are invoiced Quarterly in Arrears. All fees payable in accordance with the terms
of the DIR Agreement.
Oracle will issue an invoice to you upon receipt of a purchase order or a form of payment acceptable to
Oracle. If You are not a tax exempt organization, You agree to pay any sales, value-added or other similar
taxes imposed by applicable law, except for taxes based on Oracle's income. If [insert Partner name] is a
tax exempt organization, a copy of [insert Partner name]’s tax exemption certificate must be submitted with
[insert Partner name]’s purchase order, check, credit card or other acceptable form of payment. [Only
populates on indirect orders] If You are a tax exempt organization, a copy of Your tax exemption certificate
must be submitted with Your purchase order. [Only populates on direct orders]
Purchase Order
For the technical support services on this quote, the purchase order must include the following
information:
- Support Service Number:

- Total Price: USD (excluding applicable tax)
- Local Tax, if applicable
In issuing a purchase order, [insert quote to party] agrees that the terms of this quote and the DIR
Agreement supersede the terms in the purchase order or any other non-Oracle document, and no terms
included in any such purchase order or other non-Oracle document shall apply to the technical support
services ordered under this quote.
Please e-mail or fax the purchase order to Oracle in accordance with the Remittance Details section below.
Check
If the technical support services on this ordering document will be ordered and paid by check, the check
must include the following information:
- Support Service Number:

- Total Price: USD (excluding applicable tax)
- Local Tax, if applicable
Credit Card Confirmation
If the technical support services on this ordering document will be ordered and paid by credit card, please
complete the information in this section and return it to Oracle in accordance with the Remittance Details
section below. The credit card used to make payment must be valid for the entire support services term.
Please note that Oracle is unable to process credit card transactions of USD $100,000 or greater.
Credit Card Number
Expiration Date
Billing Address (associated with Credit Card)

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City, State, and Zip (associated with Credit Card)
Authorized Signature
Name
Remittance Details
Purchase orders for the technical support services ordered under this quote should be sent to:
Attn:
Fax:
E-mail:

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ORACLE UNIVERSITY LEARNING CREDITS
STATE OF TEXAS LEARNING CREDITS ORDER LETTER
Dear Oracle University Customer;
We would like to thank you for this opportunity in allowing Oracle University to support your company in its training needs.
Please fill in your information in the boxes below, and sign where indicated to confirm your order and to ensure your training
account is set up correctly. In addition, we have outlined the process and the terms and conditions under which you may utilize your
Learning Credits to order our training services and products.
Customer Information (required):
Customer Name:
Point of Contact:
Title:
Address:
City, State, Zip
Email address
Phone
Fax
List Learning Credits:
Discount:
Net Learning Credits:
Total Fees Due:
Payment Reference:
Customer Signature:
Date:
Learning Credits Information and Terms and Conditions:
1. Upon receiving this information along with your Purchase Order, Oracle University will email you your specific account
number.
2. Learning Credits may be used to acquire education products and services offered in the Oracle University online catalogue
posted at www.oracle.com/education under the terms specified therein. Learning Credits may only be used to acquire
products and services at the list price in effect at the time you order the relevant product or service, and may not be used
for any product or service that is subject to a discount or a promotion when you order the relevant product or service. The
list price will be reduced by applying the discount specified above. Notwithstanding anything to the contrary in the previous
three sentences, Learning Credits may also be used to pay taxes, materials and/or expenses related to your order; however,
the discount specified above will not be applied to such taxes, materials and/or expenses. You may only use Learning
Credits in the country in which you acquired them, may not use them as a payment method for additional Learning Credits,
and may not use different Learning Credits accounts to acquire a single product or service or to pay related taxes, materials
and/or expenses. Learning Credits are non-transferable and non-assignable. You may be required to execute standard
Oracle ordering materials when using Learning Credits to order products or services.
3. Payment of the total fees specified above shall be in accordance with the Contracts for Products and Related Services
between the State of Texas, acting by and through the Department of Information Resources, and Oracle America, Inc.
(“Oracle”), effective ______________, 2018 (DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA-1889764)
(the "DIR Agreement"). If the fees are not paid as described above, your ability to order Oracle products and services may
be suspended until such fees are paid. No shipment is required with this order.
4. You agree that this letter is the complete agreement for the Learning Credits ordered by you, and that this letter supersedes
all prior or contemporaneous agreements or representations, written or oral, regarding such Learning Credits. If any term
of this letter is found to be invalid or unenforceable, the remaining provisions will remain effective. It is expressly agreed
that the terms of this letter shall supersede the terms in any purchase order or other non-Oracle ordering document and no

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terms included in any such purchase order or other non-Oracle ordering document shall apply to the Learning Credits
ordered. This letter may not be modified and the rights and restrictions may not be altered or waived except in a writing
signed by authorized representatives of you and of Oracle.
5. You acknowledge that you are paying for services prior to performance, and you represent that you are authorized to do so
under applicable law.
6. Learning Credits will not expire. You may cancel any unused Learning Credits purchased through this Order Letter. If you
cancel unused Learning Credits, you will be entitled to a refund. Your cancellation notice must be provided in writing to
Oracle.
The quote is valid through [___________], and becomes binding upon execution by you and acceptance by Oracle.

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MANAGED CLOUD SERVICES
ORACLE MANAGED CLOUD SERVICES ORDERING DOCUMENT

500 Oracle Parkway
Customer Address:
1. Agreement
This Ordering Document incorporates by reference the terms of the Contracts for Products and Related Services between
the State of Texas acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc.
(“Oracle”), effective _____________, 2018, (DIR Contract No. DIR-TSO-4158; Oracle Contract No.US-Term-
GMA-1889764) and all amendments and addenda thereto (“agreement”). As used in this Ordering Document, “you”,
“You”, “your” or “Your” shall refer to the Customer defined above.
Capitalized terms used but not defined within this Ordering Document shall have the meaning set forth in the agreement,
or the Definitions Schedule to the Statement of Work.
2. Services Ordered
You have ordered the following services (“Core Services”):
X Computer and Administration Services
X Administration Services
The Core Services and any Service Options ordered by you (collectively, the “services”, “Managed Cloud Services” or
“Oracle Managed Cloud Services”) are detailed in the following Appendices, which are attached to and incorporated into
this Ordering Document by reference.
X Appendix A: Services Ordered and Fees X Appendix C: Entitlement and Assumptions

X Appendix B: Statement of Work X Appendix D: Programs Supported
The Oracle Managed Cloud Services ordered under this Ordering Document are (i) listed in Appendix A and described in
the Schedules referenced in Appendix B (such Schedules, collectively constitute the “Statement of Work”), (ii) subject to
the Entitlement and assumptions identified in Appendix C, and (iii) subject to the terms and conditions of such Schedules
within the Statement of Work, the agreement, this Ordering Document. As part of the Core Services, you may access in
your Environment(s) the Oracle Programs identified in Appendix A, Appendix C and/or Appendix D, as applicable, to this
Ordering Document.
The fees for the Oracle Managed Cloud Services ordered by you are listed in Appendix A and subject to Appendix C of
DIR Contract No. DIR-TSO-4158.
In order to acquire and continuously receive any Service Option(s) purchased under this Ordering Document, you are
required to continuously maintain the Core Services.
Oracle Managed Cloud Services do not include program licenses, technical support, or education services.
3. Hosting Location
Your Managed Cloud Services Environment(s) will reside on Infrastructure located at [choose as appropriate (choose (b)
for Administration Services): (a) Oracle’s U.S. Data Center(s); (or (b) a Data Center retained and managed by you,
or by a third party retained by you]. [If customer or partner data center, delete the following sentences] The
Infrastructure on which your Environment resides will not be moved outside of the U.S.; In the event that Oracle relocates
the Infrastructure on which your Environment resides to a third party Data Center, Oracle will provide you with no less than
180 days advance written notice of such change.

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4. Virtualization [Delete this section if transaction does not include Computer and Administration Services]
To facilitate Oracle’s performance and your use of the services, Oracle may use Oracle VM programs to virtualize your
Oracle Managed Cloud Environment(s). Solely during the services term, your licensing requirements with respect to
processor-based Oracle Programs that are utilized within the soft partitioned virtualized Oracle Managed Cloud Services
Environment(s) shall be based on the quantity of processors of such Oracle Programs that are installed and/or running in
such environment(s). At the end of the services term, the foregoing shall no longer apply, and your licensing requirements
with respect to processor-based Oracle Programs shall be determined based on the terms under which such programs
were licensed and Oracle’s then current policies for soft and hard partitioning.
5. Obligations
You acknowledge that Oracle’s ability to perform the services depends upon your fulfillment of the following obligations:
A. You are responsible for identifying and authenticating all users, for approving access by such users to the Oracle
Managed Cloud Services, for controlling against unauthorized access by users, and for maintaining the confidentiality
of usernames, passwords and account information.
Notwithstanding anything to the contrary in the agreement or this Ordering Document, you may not assign this Ordering
Document or give or transfer the Managed Cloud Services, or an interest in them, to another individual or entity. If you
desire that Managed Cloud Services be acquired by another entity, such other entity may order services under a separate
contract. You may not grant a security interest in any of the Managed Cloud Services. Notwithstanding the foregoing, upon
advance written notice to Oracle, You may assign your rights to the services under this Ordering Document to another
governmental agency as designated by the Texas Legislature (i) that is a successor in interest to you that performs your
statutory obligations, or (ii) as necessary to satisfy a regulatory requirement imposed upon you by a governing body with
the appropriate authority; provided that such assignee entity agrees in writing to the terms and conditions of the agreement
and the Ordering Document. You shall not grant a security interest in any of the Oracle Managed Cloud Services.
As required by U.S. Department of Labor regulations (20 CFR 655.734), you will allow Oracle to post a notice regarding
Oracle H1-B employee(s) at your work site prior to the employee’s arrival on site.
6. Term
Core Services shall be provided for one year beginning on the effective date of this Ordering Document, unless earlier
terminated in accordance with DIR Contract No. DIR-TSO-4158, Appendix A, Section 11B. The duration of Service Options
is specified in Appendix C of this Ordering Document.
The Core Services and Service Options acquired under this Ordering Document may be renewed at the end of their
respective terms for up to two additional one year periods, (each a “renewal year”), subject to your payment of the Year 2
and Year 3 fees, as applicable, stated in Appendix A for such services and in accordance with Appendix C, Pricing Index
of DIR Contract No. DIR-TSO-4158.
The initial one-year term of the Core Services and any renewal years are collectively defined as the “Services Period”, also
referred to as “services term”.
7. Termination
[The following four paragraphs are for Computer and Administration Services deals. Remove if deal is Admin
Only. For OMS only or no core transactions, refer to the corresponding option language.]
You may terminate this Ordering Document (and all services hereunder) in accordance with Appendix A, Section 11.B of
DIR Contract No. DIR-TSO-4158.
Following termination of the services, (i) Oracle shall refund the unused portion of fees paid for the period for which services
are terminated (except that Oracle shall not be obligated to refund or otherwise reimburse any setup fees identified in
Appendix A), (ii) your right to access and use the Oracle Programs specified in this Ordering Document within the
Environment(s) shall terminate, and (iii) you may otherwise use such programs subject to the terms of the Agreement and
applicable order under which such program licenses were acquired.
Within seven (7) calendar days after the end of the services term, Oracle will deliver to you a final Decommission Backup
containing your data in a format as it existed in the environment.
[The following paragraph is for Administration Services only deals. Delete if Computer and Administration
Services, OMS only, or no core.]
Following termination of the services, (i) your right to access and use the Oracle Programs specified in this Ordering
Document within the Environment(s) shall terminate, and (ii) you may otherwise use such programs subject to the terms
of the agreement and applicable order under which such program licenses were acquired.

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8. Service Level
Subject to the terms of agreement, (i) Oracle warrants that the services identified in Appendix A of this Ordering Document
will be provided in all material respects in accordance with the Oracle Managed Cloud Services specifications set forth in
the Schedules under the Statement of Work defined in Appendix B of this Ordering Document (the “Service Level”) and (ii)
if the services provided to you were not in accordance with the Service Level, Oracle will, if applicable, remit a services fee
credit for such month calculated at 15 percent of net monthly Core Services fees under this Ordering Document.
9. Regulatory Compliance
You remain solely responsible for your regulatory compliance in connection with your use of the services. You are
responsible for making Oracle aware of any technical requirements that result from your regulatory obligations prior to
entering into this Ordering Document. Oracle will cooperate with your efforts to determine whether use of the standard
Oracle Managed Cloud Services is consistent with those requirements. Additional fees may apply to any additional work
performed by Oracle or changes to the services.
10. Order of Precedence

In the event of any inconsistencies between DIR Contract No. DIR-TSO-4158, this Ordering Document and any Schedule
within the Statement of Work, DIR Contract No. DIR-TSO-4158 shall take precedence.
11. Contact Information

[Customer billing information is mandatory. Other contacts can be added/removed as applicable. Ex: “Customer
Project Manager”, “Service Delivery Manager”, etc.]

Name: Name:
Address: Address:
Phone: Phone:
Fax: Fax:
Email: Email:
This quote is valid through ___________, 20__ and shall become binding upon execution by you and acceptance by Oracle.
Authorized Signature: ________________________ Authorized Signature: ______________________
Name: ___________________________________ Name: __________________________________
Title: _____________________________________ Title: ___________________________________
Signature Date: _____________________________ Signature Date: ___________________________

FOR ORACLE INTERAL USE ONLY: Solution Expiration [Insert Date], Gov Level [Insert Governance Level], OSA Opportunity
ID and Solution Set # [Insert OSA Opportunity and Solution Set], CSQM Quote # and Version [Insert CSQM Quote # and
Version], Opportunity Summary # [Insert Opportunity Summary #], Fusion CRM Opportunity ID [Insert Fusion Opportunity
ID]

183 of 446
APPENDIX A
SERVICES ORDERED AND FEES
This is Appendix A to the Ordering Document by and between Oracle and you. This Appendix sets forth the fees for the
Oracle Managed Cloud Services and shall be in accordance to Appendix C of DIR Contract No. DIR-TSO-4158.
1. Fees
You agree to pay Oracle quarterly in arrears, and in accordance with the Payment Schedule table below and in
accordance with DIR Contract No. DIR-TSO-4158, Appendix A, Section 8J, the following fees.
[Delete columns for years that do not apply]

Managed Cloud Service Year 1 Fee Year 2 Fee Year 3 Fee Total Fees
Core Services Fees
Service Options Fees
Setup Fees
Total Fees
All fees on this Ordering Document are in US Dollars.
If applicable, you agree to pay any sales, value-added or other similar taxes that must be paid based on the services
provided to you.
You shall reimburse Oracle for any actual, reasonable pre-approved travel and out-of-pocket expenses incurred in
connection with the services delivered on-site in accordance with the terms of the agreement; such expenses are not
included in the fees for the services and will be invoiced separately on a monthly basis. Travel reimbursements shall be
in accordance with Appendix A, Section 8.F of the DIR Contract No. DIR-TSO-4158.
You agree to pay within the time period specified in Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158 any fees
applicable to your use of the Managed Cloud Services in excess of your rights. If you do not pay, Oracle can end your
services and this Ordering Document.
2. Services Ordered
The quantity and type of Oracle Managed Cloud Services purchased by you under this Ordering Document, including
associated fees, are detailed in the following table. For Oracle Programs for which you have purchased multiple Production
Environments, the quantity and type of Core Services purchased for each such Production Environment are designated
separately.
Note: Refer to the Fees Table Template in the Oracle Managed Cloud Services Options document for the complete list of available
services to be listed within the following table.
Fees
Annual
Managed Cloud Service Quantity Setup Fee
Price
Core Services Fees
TOTAL CORE SERVICES FEES 000,000.00

Service Options Fees
TOTAL SERVICE OPTIONS FEES 000,000.00
TOTAL MANAGED CLOUD SERVICES FEES 000,000.00
Note: insert appropriate option language for any applicable price holds

APPENDIX E-7 TO DIR CONTRACT NO. DIR-TSO-4158 184 of 446
APPENDIX B
STATEMENT OF WORK
This is Appendix B to the Ordering Document by and between Oracle and you. This Appendix B defines the Statement of Work
of this Ordering Document.
The performance of services is contingent upon you meeting your obligations and responsibilities as described in the Statement
of Work. You acknowledge and agree that any exception to your compliance is granted on the condition that Oracle is not
responsible for the resulting consequences.
Oracle reserves the right to provide Managed Cloud Services from locations, and/or through use of subcontractors, worldwide,
however, your Managed Cloud Services Environment will be hosted as set forth in Section 3 of this Ordering document. Subject
to the terms and conditions of DIR Contract No. DIR-TSO-4158, and this Ordering Document, and to the same extent as Oracle
is responsible for Oracle’s performance hereunder, Oracle shall be responsible for the performance of services under this
Ordering Document by any subcontractors engaged by Oracle to perform such services.
1. Statement of Work
The Statement of Work describes the Oracle Managed Cloud Services ordered under this Ordering Document, and consists
of the following Schedules. You may access the Schedules at https://support.oracle.com via the following path: Knowledge
> Online Documentation > On Demand Documentation > On Demand Schedules. [Delete the following sentence if no
schedule changes are required] Section 2 of this Appendix B sets forth any modifications to standard Schedules that are
specific to the services acquired under the Ordering Document.
The following apply to all Schedules within the Statement of Work:
A. References to the term “Customer” shall mean the Customer defined in the Ordering Document.
B. Capitalized terms not otherwise defined in a Schedule within the Statement of Work shall have the meaning ascribed
to them in the Definitions Schedule.
C. Oracle may make changes or updates to the services (such as infrastructure, security, technical configurations, etc.)
during the services term, including to reflect changes in technology, industry practices, and patterns of system use.
The Schedules are subject to change at Oracle’s discretion; however, Oracle changes to the Schedules will not result
in a material reduction in the level of performance or availability of the applicable Oracle Managed Cloud Services
provided to you for the duration of the services term.
D. The Statement of Work may define provisioning and management processes applicable to the services (such as
capacity planning), types and quantities of system resources (such as storage allotments), as well as any Services
deliverables. You acknowledge that use of the services in a manner not consistent with the specifications set forth
in the Statement of Work may adversely affect services performance and/or may result in additional fees. If the
services permit you to exceed the ordered quantity (e.g., soft limits on Refreshes), then you are responsible for
promptly purchasing additional quantity to account for your excess usage.
Note: Refer to the Statement of Work template in the Oracle Managed Cloud Services Options document for
formatting, structure and list of available schedules to be included in this section.
2. [Delete this section if no changes are being made to the standard schedules] Modifications to Standard Schedules
This section sets forth modifications to the standard Schedules identified in Section 1 of this Appendix B and incorporated
into the Statement of Work via reference to https://support.oracle.com, that are specific to the services acquired under the
Ordering Document. Except as otherwise modified below, the content of the Schedules identified below apply to the
services.
[Repeat sections A and 1 as many times as necessary, modifying as needed. Always use the format indicated
below]
A. Modifications to the [Name of Schedule to be modified (e.g., Application Management Services Schedule)]
The Parties hereby agree to modify the [Name of Schedule to be modified], as follows.
i. Section [Number, Name (e.g., “Section 1.2, Customer’s Environment”)]
a. Delete the following:
[Insert language to delete]

b. Replace the following:
[Insert language to replace]
With the following:
[Insert replacement language]
c. Add the following:
[Insert new language]

APPENDIX C
ENTITLEMENT AND ASSUMPTIONS
This is Appendix C to the Ordering Document by and between Oracle and you. This Appendix C specifies the Entitlement and
assumptions for the Oracle Managed Cloud Services ordered under this Ordering Document.
All services referenced herein are subject to the terms and conditions of DIR Contract No. DIR-TSO-4158 the agreement and
this Ordering Document, including all Schedules referenced in Appendix B.
For all services identified in this Appendix C for which there is a designated timeframe, in the event that Oracle’s performance of
the specified activities, exceeds the timeframe set forth in the applicable section, then you may be required to purchase applicable
additional quantities of such services from Oracle; however, if Oracle’s performance of such activities exceeds the set timeframe
because Oracle failed to perform such activities as warranted, then Oracle shall re-perform the deficient activities beyond the
designated timeframe at no additional charge. If purchase of additional quantities is required as described in this paragraph, such
purchase shall be via an Oracle Managed Cloud Services Ordering Document or an Oracle Managed Cloud Services Amendment
that references the date and number of this Ordering Document.
1. Entitlement Summary
The following table in this Section 1 summarizes, by type of Oracle Program, the Entitlement for Core Services and Service
Options ordered under the Ordering Document.
[Within this section 1 (Entitlement Summary), if multiple Production Environments for a single program family,
list each Production Environment in a separate row with the program name ending with a number indicating the
environment (e.g., Oracle E-Business Suite Programs – Environment 1)].
[Add rows to the tables in this section 1 (Entitlement Summary) as necessary to reflect the total number of
Production Environments.]
A. Environment, VPN and Storage Entitlement
As part of the Core Services, you will receive the quantity of services defined in the following table.
[Note: If the services will be phased, repeat the following table for each phase]
Total Environment, VPN and Storage Entitlement

Production Support
Standard Production and Non-Production Storage (in
Oracle Programs or Service Option VPNs Environments Environments Gigabytes)
[Choose one: Oracle E-Business Suite
Programs, Oracle Technology
Programs, PeopleSoft Programs,
Siebel CRM Programs, Business
Intelligence Technology and
Applications Programs, Oracle
Hyperion Programs, Beehive
Programs, Retail Programs, User
Productivity Kit Programs, Enterprise
[Total [Total Non-Production [Total Storage
Governance, Risk and Compliance
Production Environments (entitled plus
Programs, Agile Product Lifecycle
Environments (entitled plus additional) for
Management Programs, Oracle Fusion
for this program additional) for this this Program
Programs, J.D. Edwards EnterpriseOne
family] program family] Family]
Programs, Custom Services - Disaster
Recovery on Non-Production Server
Schedule, Exalogic, Oracle Exadata,
Enhanced Recovery Services, the
Programs should be appended with “-
Environment 1”, “- Environment 2”,
etc., as applicable (e.g., “Oracle E-
Business Suite Programs –
Environment 1]
[Total [Total Non-Production [Total Storage
[Choose one: Oracle E-Business Suite Production Environments (entitled plus
Programs, Oracle Technology Environments (entitled plus additional) for
Programs, PeopleSoft Programs, for this program additional) for this this Program
Siebel CRM Programs, Business family] program family] Family]

Production Support
Standard Production and Non-Production Storage (in
Oracle Programs or Service Option VPNs Environments Environments Gigabytes)
Intelligence Technology and
Applications Programs, Oracle
Hyperion Programs, Beehive
Programs, Retail Programs, User
Productivity Kit Programs, Enterprise
Governance, Risk and Compliance
Programs, Agile Product Lifecycle
Management Programs, Oracle Fusion
Programs, J.D. Edwards EnterpriseOne
Programs, Custom Services - Disaster
Recovery on Non-Production Server
Schedule, Exalogic, Oracle Exadata,
Enhanced Recovery Services, the
Programs should be appended with “-
Environment 1”, “- Environment 2”,
etc., as applicable (e.g., “Oracle E-
Business Suite Programs –
Environment 1]
[Total
[Total [Total Storage
VPNs for [Total Non-Production
Production (entitled plus
TOTAL FOR ALL ORACLE AND/OR use with Environments(entitled
Environments additional) for
SERVICE OPTION PROGRAMS all plus additional) for
for all Program all Program
Program all Program families]
families] Families]
families]
2. Governance Services
As part of the Core Services, you will receive the type and quantity of Governance Services defined in the following table,
per 12 month period.
Governance Services Entitlement
Service Quantity/Type
Customer Management Lead [Select One: Named Resource/Dedicated Resource]

Customer Management Delivery Methodology [Select One: Remote/On-site]
Account Review Frequency [Select One: Annual/Semi-Annual/Quarterly]
Account Review Delivery Methodology [Select One: Remote/On-site]
Service Plan Frequency [Select One: Semi-Annual/Quarterly/Monthly/Bi-Weekly/ Weekly]
[Select One: Not Applicable/ Annual/ Semi-Annual /Quarterly/
Availability Plan Frequency
Monthly]
[Select One: Semi-Annual /Quarterly/Monthly /Bi-Weekly
Service Request Review Frequency
/Weekly]
Service Review Frequency Select One: Annual/ Semi-Annual/Quarterly]
Service Review Delivery Methodology [Select One: Remote/On-site]
Customer Management Days Per Year (at 8 hours
Up to [Enter number of service delivery days]
per day)
3. Core Services
A. Concurrent Usage [Delete this section if deal includes Professional Edition only or if the solution only includes
module and/or processor-based metrics)
The services are designed to accommodate the concurrent usage indicated in the following table ("Usage
Estimates"). Concurrent usage is the number of End Users simultaneously logged into the Environment. You agree
that Oracle is not responsible for any performance problems resulting from concurrent usage that exceeds the Usage
Estimates indicated in the following table.
Usage Estimates

Your Estimated Peak

Oracle Programs
Concurrent Use
[choose as appropriate: (a) Oracle E-Business Suite (b) Siebel CRM Programs (c)
[Insert Customer’s
PeopleSoft Programs (d) Agile Product Lifecycle Management Programs(e) Beehive
estimated number of each
Programs (f) Enterprise Governance, Risk and Compliance Programs (g) J.D.
user type]
Edwards EnterpriseOne Programs]
[choose as appropriate: (a) Oracle E-Business Suite (b) Siebel CRM Programs (c)
[Insert Customer’s
PeopleSoft Programs (d)) Agile Product Lifecycle Management Programs (e) Beehive
estimated number of each
Programs (f) Enterprise Governance, Risk and Compliance Programs (g) J.D.
user type]
Edwards EnterpriseOne Programs]
4. Service Options
The period of Service Options provided under a Schedule to this Ordering Document shall begin on the effective date of
the Ordering Document and shall end on the earlier of the following to occur: (i) Oracle’s performance of the quantity of
such Service Options under the applicable Schedule within the timeframe set forth in this Section 4, (ii) the end of the
services term, or (iii) the termination or expiration of the applicable Service Options or the Core Services in accordance
with DIR Contract No. DIR-TSO-4158 and the Ordering Document.
Any unused Service Options remaining at the end of the applicable term shall be forfeited, and Oracle shall have no further
obligation with respect to such Service Options.
5. Assumptions
The assumptions identified in this Section 5 apply to the Schedules under the Statement of Work. You acknowledge that if
any of the assumptions prove to be incorrect, or if Oracle’s cost of providing services is increased because of (i) your failure
to meet the obligations listed in the Statement of Work or to provide reasonable cooperation, or (ii) because of any other
circumstance outside of Oracle’s control, then additional fees for the additional work performed by Oracle due to such
circumstances may apply.
A. Project Scope Assumptions [this section may be deleted if not applicable]
Overall Project Assumptions/Requirements
[choose one: (a) New Implementation (b) Migration (c)

Project Type
Upgrade (d) Not applicable]
[Delete this row if solution does not include
Migration or Upgrade services]
[Estimated elapsed time] hours
Estimated Source Production System Downtime
for Cutover
[choose one: (a) Oracle (b) Third Party System Integrator (SI
Technical Migration or Upgrade Scope
NAME) (c) N/A]
[choose one: (a) Oracle (b) Customer (b) Third Party System
Functional Upgrade or Implementation Scope
Integrator (SI NAME)]
CEMLI Upgrade or Implementation Scope
User Acceptance Testing
Third Party Vendor Tools
References to “Oracle”, “Customer” or “Third Party System Integrator” in the above table indicate the party
responsible for performing the associated task.
B. Product and Architecture Scope Assumptions
The following table outlines high-level, product-related assumptions for the services ordered by you. Oracle Program
versions and Technology Stack details, if applicable, are based on Oracle’s configuration standards current as of the
effective date of the Ordering Document.

Architecture Assumptions
[Application Name (e.g., Siebel CRM). Repeat this section for each applicable program family and production
environment]
[List the applicable release (e.g., E-Business Suite 12.1). List

Application, Pillar (if applicable), and/or Modules Application Version of the Pillar and the release of the individual
Releases programs (e.g., PeopleSoft Release 9.1, HCM, Payroll Interface,
North America Payroll).]
Oracle Managed Cloud will determine and implement server
Server Virtualization
virtualization where applicable
Public Internet Access DMZ access for [insert module names as applicable]
Production Environment: [#] Nodes
Environment Nodes as of Effective Date Production Support Environment: [#] Nodes
Non-Production Environment: [#] Nodes
Miscellaneous
[REPEAT FOR EACH SERVICE OFFERING]

Estimated Production Go-Live Date(s) [Enter Program set (e.g., Oracle E-Business Suite Programs)]:
[Enter Months from Effective Date to Estimated Production Go-
Live Date] months after the effective date of the Ordering Document
C. [Delete this section C if customer is not purchasing Computer and Administration Services]Disaster Recovery
Assumptions
The following table outlines the high-level assumptions for the Disaster Recovery services ordered by you.
Disaster Recovery for [Service Offering (e.g., Oracle E-Business Suite Programs)] [Repeat this entire table for each
service offering]
Offsite Backup As identified in the Applicable Entitlement Schedule

[Choose one as applicable:
If ERS is not purchased: “Not applicable”
If ERS 1- or 5-day Option is purchased: “As identified in the
Recovery Time Objective Enhanced Recovery Services 1- and 5-Day Option Schedule”
If ERS Maximum Availability is purchased: “As identified in the
Enhanced Recovery Services – Maximum Availability
Schedule”]
[Choose one as applicable:
If ERS is not purchased: “Not applicable; Backup provided to
you”
Recovery Point Objective If ERS 1- or 5-day Option is purchased: “As identified in the
Enhanced Recovery Services 1- and 5-Day Option Schedule”
If ERS Maximum Availability is purchased: “As identified in the
Enhanced Recovery Services – Maximum Availability
Schedule”]
D. Other Assumptions
[Customized rows can be added to the following table if necessary. Custom rows or assumption language
may require legal review. Simple assumptions do not require legal review.]
Other Assumptions for [Service Offering (e.g., Oracle E-Business Suite Programs)] [Repeat the table for each
service offering as needed]
[List any Third Party Software and any unaddressed

assumptions or inclusion/exclusion of applications or Tools to
[Third Party Vendor Software]
be managed in a dedicated or shared node architecture as part
of the product footprint]

Other Assumptions for [Service Offering (e.g., Oracle E-Business Suite Programs)] [Repeat the table for each
service offering as needed]
[Identify versions of relevant Technology Stack components, as

Technology Stack
appropriate]
List any other assumptions List any other assumptions]
6. Cooperation
Oracle’s performance of the services is dependent on your timely provision of assistance, cooperation, and complete and
accurate information and data from your officers, agents and employees. You are solely responsible for any deficiencies
resulting from your failure to provide full cooperation or your failure to complete all assigned responsibilities as defined in
the Ordering Document and Statement of Work.

APPENDIX D
PROGRAMS SUPPORTED
This is Appendix D to the Ordering Document by and between Oracle and you. This Appendix specifies the Oracle Programs for
which the Core Services identified in Appendix A of the Ordering Document are provided.
Your use of the Oracle Programs is subject to your license agreement for such programs.
1. Definitions
The definitions below define the access provided for the types of Core Services provided under this Ordering Document.
Note: Refer to the Metric definitions template in the Oracle Managed Cloud Services Options document for the list
of possible definitions to be listed within this section.
2. Programs
The tables below identify the Oracle Programs for which Core Services are provided.
Note: Refer to the Program Tables template in the Oracle Managed Cloud Services Options document for the
program tables to be listed within this section.

192 of 446
CLOUD SERVICES
AND TECHNICAL CLOUD SERVICES
ORDERING DOCUMENT

500 Oracle Parkway

Your Location Phone Number
Email Address
Cloud Services Services Period:
Net
Data Center Region: North America Quantity Term List Fee Discount % Unit Net Price Fee
Net
Technical Cloud Services Ordered Quantity List Fee Discount % Fee
Other Fees

Cloud Services Fees
Technical Cloud Services Fees
Total Fees
A. AGREEMENT
1. Agreement:
This order incorporates by reference the terms of the Contract for Products and Related Services between the State of Texas acting
through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective _________________ ___,
2018 (DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA-1889764) and all amendments and addenda thereto (the
“Agreement”). The defined terms in the Agreement shall have the same meaning in this order unless otherwise specified herein.
B. DESCRIPTION AND FEES FOR ORDERED SERVICES
1. Terms of Use:
All products and services listed on this Ordering Document are provided by Oracle under, and subject to, the terms of this Ordering
Document, including the Agreement and all Oracle documents referenced in this Ordering Document. You indicate Your agreement
to the terms of this Ordering Document, including the Agreement, by signing this Ordering Document, and You represent that You
have the authority to bind the Customer to whom this Ordering Document is addressed above to the terms of this Ordering Document
and the Agreement. As applicable, Oracle processes a customer’s order after receipt of a purchase order. Any terms and conditions
on Your purchase order are void and have no legal effect. For Cloud Services, You may not reduce the quantity of services
193 of 446
purchased hereunder (e.g., user or record counts, storage, etc.), in whole or in part, during the Services Period set forth above.
The Services Period for the Cloud Services commences on the date stated in the Ordering Document, or, if none is provided in the
Ordering Document, the day that Oracle sends to Your administrator the e-mail welcoming You to the Oracle Cloud that instructs
You on how to create Your Cloud login and configure the Cloud Services (the "Cloud Services Start Date"). You must maintain a
current subscription to applicable Oracle Cloud Services for the duration of any Technical Cloud Services ordered under this
Ordering Document.
2. Fees:
The Cloud Services Payment Frequency applies to all Cloud Services fees and taxes (if applicable), and the Technical Cloud Services
Payment Frequency applies to all fees and taxes (if applicable) for Technical Cloud Services. All fees payable to Oracle are due in
accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158. Once placed, Your order is non-cancelable and the
sums paid nonrefundable, except as otherwise provided herein or in the Agreement. If applicable to You, You will pay any sales,
value added or other similar taxes imposed by applicable law that Oracle must pay based on the Services You ordered, except for
taxes based on Oracle’s income. Also, You will reimburse Oracle for reasonable pre-approved expenses related to providing any
Technical Cloud Services in accordance with Appendix A, Section 8.F of the Agreement. Unless, specifically stated otherwise, fees
for Services listed in an order are exclusive of taxes (if applicable) and expenses.
Cloud Services Payment Frequency: Your payment frequency is quarterly in arrears.
Technical Cloud Services Payment Frequency:

Unless otherwise specified in services descriptions applicable to the Technical Cloud Services You have ordered, or in an exhibit
specifying the Technical Cloud Services You have ordered, the fees for Technical Cloud Services and any applicable taxes shall be
invoiced monthly in arrears. You are responsible for payment of pre-approved expenses, if any, in accordance with Appendix A,
Section 8.F of DIR Contract No. DIR-TSO-4158. Expenses will be invoiced monthly as they are incurred and are due in accordance
with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158.
3. Renewal of Cloud Services:
Notwithstanding any statement to the contrary in the Services Specifications, the parties expressly agree that the Cloud Services
acquired under this Ordering Document will not Auto-Renew. At the end of the Services Period, the Cloud Services acquired under
this Ordering Document may be renewed for an additional Services Period, subject to Your placement of a renewal order and
payment of fees for such Cloud Services. For the first two years of the first renewal Services Period of Cloud Services, the annual
fee for each Cloud Service ordered will not increase by more than 4% of the Unit Net Price for such service in the immediately
preceding year. The Cloud Services may not be renewed as described in the preceding sentence if: (i) Oracle is no longer making
such Cloud Services generally available to commercial customers, or (ii) You are seeking to cancel or reduce the number of user
licenses of the Cloud Services set forth in this Ordering Document.
Renewal of Cloud Services- Eloqua Marketing Platform Cloud Service:

{NOTE: This clause is only applicable when customer is buying the Eloqua Marketing Platform Cloud Service. If Eloqua
Marketing Platform Cloud Service not included in order, delete the following paragraph.}
The fees for Your renewal of the Eloqua Marketing Platform Cloud Service under the terms of this Ordering Document are based on
the total amount of fees contracted in all Your orders for the Eloqua Marketing Platform Cloud Service (i.e., the initial order and all
expansion orders) in effect at the end of the Services Period of this Ordering Document.
4. Price Hold for Cloud Services:
During the Services Period, You may order additional quantities of the Cloud Services acquired under this Ordering Document at the
Unit Net Price specified above. This price hold does not apply to Eloqua Marketing Platform Cloud Service, to any renewals or
extensions of the Cloud Services ordered under this Ordering Document, to Cloud Services ordered pursuant to a separate Oracle
discount or promotion, or to any Cloud Services other than those listed in the initial purchase under this Ordering Document.
{NOTE: The following clause is only applicable if Oracle Responsys Marketing Platform Cloud Services is ordered and the
tiered option is quoted. If not ordered and tier option is not quoted, delete the following paragraph.}
During the Services Period, You may order additional quantities of the Oracle Responsys Marketing Platform Cloud Service acquired
under this Ordering Document by increasing Your Quantity to the specified Committed Quantity of the Oracle Responsys Cloud
Service at the Unit Net Price specified in the Option Tiered Pricing Table below. Once You have increased Your Quantity to the
Committed Quantity, any overage fees incurred due to use of the Oracle Responsys Marketing Platform Cloud Service in excess of
the new Committed Quantity will be based on the Unit Net Price of that new Committed Quantity.
5. Overage for Oracle Responsys Cloud Services:
Appendix E-8 to DIR Contract No. DIR-TSO-4158

Cloud_CloudOrderDoc_v032014_US_ENG Page 2 of 6
194 of 446
{NOTE: This clause is only applicable when a customer is ordering Oracle Responsys Cloud Services. If not ordered,
delete the following two paragraphs.}
If use of the Oracle Responsys Cloud Service exceeds the Quantity specified above, or if You have increased the Committed Quantity
under this ordering document, You agree to pay, and Oracle will invoice You monthly in arrears, additional fees which will be
calculated based on the Unit Net Price of Your current Committed Quantity.
The Service Descriptions incorporated into this order define which Oracle Responsys Cloud Services will be charged additional fees
for excess usage (overage) if use of the service exceeds the ordered quantity. All overage quantities are counted based on CPM’s
(cost per 1,000 messages) under the Option Tiered Pricing Table, and for the purpose of invoicing additional fees for such overage
usage, Oracle will round up the quantity of the additional messages to the next highest 1,000 th tier.

{NOTE: select one of the two options below for this section}
{option 1 – default} Oracle agrees that during the Service Period specified in this ordering document, the Cloud Services
environment holding Customer data will reside in data centers located in the continental United States. Oracle may access
Customer Data on a global basis to the extent necessary to perform the Cloud Services, including maintenance and Cloud
Services technical support.
{option 2} Oracle agrees that during the Service Period specified in this ordering document, the Cloud Services environment
holding Customer data will reside in data centers located in {specify country(ies)}.
7. Offer Validity: This order is valid through ________, 20,___and shall become binding upon execution by You and acceptance by
Oracle.
C. SERVICE SPECIFICATIONS
1. Service Specifications:
The Service Specifications that govern the Services ordered consist of the documents listed below, which are incorporated into this
Ordering Document. The Service Specifications are subject to change at Oracle’s discretion; however, Oracle changes to the Service
Specifications will not result in a material reduction in the level of performance, security, functionality or availability of the applicable
Services provided to You for the duration of the Services Period. The terms of the Service Specifications, including any subject
matter addressed in the Service Specifications, will replace any inconsistent term, similar subject matter or scope of service delivery
in the Agreement; however, unless expressly stated otherwise in this Ordering Document, the terms of the Data Processing
Agreement shall take precedence over any inconsistent terms in this Ordering Document, Agreement or Service Specifications but
in no event shall any documents take precedence over DIR Contract No. DIR-TSO-4158. For the purposes of this Ordering
Document, references to the term “Customer” in any document within the Service Specifications shall mean “You” as defined in this
Ordering Document.
• Service Descriptions and Metrics
Oracle service descriptions and metrics govern Cloud Services and Technical Cloud Services. You may access the version of
these descriptions and metrics that apply to the Cloud Services and Technical Cloud Services that You have ordered at
www.oracle.com/contracts.
• Cloud Hosting and Delivery Services Policies
Cloud Hosting and Delivery Services Policies describe and govern Cloud Services. You may access the version of these policies
that apply to the Cloud Services that You have ordered at www.oracle.com/contracts.
• Program Documentation
Program Documentation refers to the program user manuals for the Oracle Programs for Cloud Services, as well as any help
windows and read me files for such Oracle Programs that are accessible from within the service. The Program Documentation
describes technical and functional aspects of the Oracle Programs. You may access the documentation online at
www.oracle.com/contracts.
• Technical Cloud Services {This bullet point and text below may be deleted if technical cloud services are not
ordered}

195 of 446
Technical Cloud Services You have ordered under this Ordering Document are described in and governed by the Technical
Cloud Services service descriptions found at www.oracle.com/contracts.
2. Assumptions and obligations for Technical Cloud Services:
{This section may be deleted if technical cloud services are not ordered}
Upon Oracle’s reasonable request, You agree to provide Oracle access to relevant resources with knowledge to support the
performance of the services.
You will provide for all Oracle resources performing services at Your location, a safe and healthful workspace (e.g., a workspace that
is free from recognized hazards that are causing, or likely to cause, death or serious physical harm, a workspace that has proper
ventilation, sound levels acceptable for resources performing services in the workspace, and ergonomically correct work stations,
etc.).
Any request for changes in Technical Cloud Services must be in writing; this includes changes in project plans, scope, specifications,
schedule, designs, requirements, service deliverables, software environment, hardware environment or any other aspect of Your
order. Oracle shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until You and
Oracle agree in writing to the proposed change in an amendment to Your order.
As required by U.S. Department of Labor regulations (20 CFR 655.734), You will allow Oracle to post a notice regarding Oracle H-
1B employee(s) at the work site prior to the employee's arrival on site.
3. Time and Materials ("T&M") Consulting/Professional Services {Note- This section should be deleted if T&M
consulting/professional services are not ordered}
a. Consulting/ Professional Services identified above as "Per Hour" are provided on a time and materials ("T&M") basis; that is, You
shall pay Oracle for all of the time spent performing such services at the rate specified above, plus materials, taxes and expenses.
All fees and expenses will be invoiced monthly.
b. For Consulting/ Professional Services identified above as "Per Hour", the fees specified in the table above are estimates for labor
and are intended only to be for Your budgeting and Oracle's resource scheduling purposes; these estimates do not include taxes.
Oracle will invoice You for actual time spent performing the services, plus materials, taxes and expenses; such invoice may exceed
the total estimated amounts documented above. Once fees for these services reach the estimate, Oracle will cooperate with You to
provide continuing services on a T&M basis.
D. OTHER
1. Terms:
The following terms, as used in this Ordering Document or the Agreement and whether or not capitalized, shall have the same
meaning as the applicable defined term: “Agreement” and “Contract”; “Customer”, ”Client” and “You”; “Program Documentation”
and ”Documentation”; “Ordering Document” and ”Order Form”; “Services Term” and “Services Period”; “Your Data and “Your
Content”.
2. Data Processing Agreement:

{Note: This clause is to be deleted for orders that only include standalone technical cloud services.}
Oracle’s Data Processing Agreement for Oracle Cloud Services (the “Data Processing Agreement”), which is available at
http://www.oracle.com/dataprocessingagreement, is incorporated as Appendix N of DIR Contract No. DIR-TSO-4158 and
describes the parties’ respective roles for the processing and control of Personal Data (as that term is defined in the Data
Processing Agreement) that Customer provides to Oracle as part of the Cloud Services under this order. Oracle will act as a
data processor and will comply with all applicable data protection laws to the extent such laws by their terms impose obligations
directly on Oracle as a data processor in connection with the services specified in this ordering document. Oracle will act on
Customer’s instruction concerning the treatment of Customer’s Personal Data residing in the Cloud Services Environment, as
specified in the Agreement, the Data Processing Agreement and this order. Customer remains solely responsible for Customer’s
regulatory compliance in connection with Customer’s use of the Cloud Services and will comply with all applicable laws in
connection with the performance of obligations or exercise of rights under this ordering document and the Agreement. Customer
agrees to provide any notices and obtain any consents related to Customer’s use of the Cloud Services and Oracle’s provision
of the Cloud Services, including those related to the collection, use, processing, transfer and disclosure of Personal Data.

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Notwithstanding anything to the contrary in the agreement or this Ordering Document, You may not assign this Ordering
Document or give or transfer the Services, or an interest in them, to another individual or entity. If You desire that Services be
acquired by another entity, such other entity may order services under a separate contract. You may not grant a security interest
in any of the Services. Notwithstanding the foregoing, upon advance written notice to Oracle, You may assign Your rights to the
Services under this Ordering Document to another governmental agency as designated by the Texas Legislature (i) that is a
successor in interest to You that performs Your statutory obligations, or (ii) as necessary to satisfy a regulatory requirement
imposed upon You by a governing body with the appropriate authority; provided that (w) such assignee entity agrees in writing
to the terms and conditions of the agreement and the Ordering Document, (x) You provide Oracle will all consents necessary
for the assignee to access Your Content, Your Applications, and any other of Your materials in Oracle’s possession, (y) the
assignment does not result in any change in Oracle’s rights and obligations under this Ordering Document (including with respect
to the Services), or expand, modify or otherwise alter any use or component of the Services or Services Environments provided
under this Ordering Document, and (z) following the assignment, You shall immediately discontinue use of the Services acquired
under this Ordering Document.
4. No Excess Obligations
(NOTE: delete this clause for orders of 12 months or less)
In the event sufficient budgeted funds are not available for a new fiscal period, You may terminate this Ordering Document
immediately without penalty or expense; provided, however, that: (a) for each of the [insert # of years] 12-month terms of the
order, You must provide a purchase order, and (b) Your issuance of each 12-month purchase order shall signify to Oracle that
all funds for the given 12-month term have been fully appropriated and are available and no longer subject to any appropriations
contingency. Notwithstanding the foregoing, You agree to pay for all services performed by Oracle prior to Oracle's receipt of
Your notice of non-appropriations.
5. Data Encryption for Oracle Responsys Cloud Services
{Add clause below to all orders which include Oracle Responsys Cloud Services, except for Responsys Push Cloud
Services orders.}
You may use either encrypted or unencrypted file transfer protocols for bulk data transfers into and out of the Oracle Responsys
Cloud Service. Backup copies of Your Content in the Services Environment are not encrypted as part of the Responsys Cloud
Services. For purposes of this order, this paragraph supersedes and replaces any provision of the Data Processing Agreement
regarding encryption, including Sections 9.4, 9.5, and 9.7.
6. {NOTE: Add this Section to all Eloqua orders.} Privacy and Optional Additional Applications
The Oracle Eloqua Cloud Services enables You to test the likelihood that an email will be intercepted by a receiver’s spam
protection service. This email testing service is provided by a third party that receives and tests email template content that You
may provide through the Oracle Eloqua Cloud Services email test center or email batch wizard. Your use of the email testing
service is optional and not required for Your use of the Oracle Eloqua Cloud Services. Any of Your Content or Personal Data
that You place into the email testing service is not subject to the terms of the Oracle Hosting and Delivery Policies Services or
Oracle Data Processing Agreement incorporated to Your order, and You are solely responsible for complying with Your legal
obligations when using this service, including laws applicable to the global transfer of Personal Data.
You may choose to enable certain Oracle and Separately Licensed Third Party Technology applications, connectors or modules
(“Additional Applications”) to enhance the features of the Oracle Eloqua Cloud Services. The Additional Applications are
available in the cloud components section of setup within the Oracle Eloqua Cloud Services and are hosted outside of the Oracle
Eloqua Cloud Services Environment. Your use of these Additional Applications is optional and not required for Your use of the
Oracle Eloqua Cloud Services. Any of Your Content or Personal Data that You place into these Additional Applications is not
subject to the terms of the Oracle Cloud Services Agreement, including the Oracle Data Processing Agreement and Hosting and
Delivery Policies, and You are solely responsible for complying with Your legal obligations when using these Additional
Applications, including laws applicable to the global transfer of Personal Data.
7. Oracle Social Data and Insight Cloud Service for D&B
{This section is mandatory when Oracle Social Data and Insight Cloud Service services are ordered. Remove this
section if Oracle Social Data and Insight Cloud Service services are not ordered.}
Oracle Social Data and Insight Cloud Service for D&B. The Dun & Bradstreet Company Records and Dun & Bradstreet Contact
Records (“Licensed D&B Materials”) are owned solely by Dun & Bradstreet and are provided “as-is” without any warranties.
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Your use of the Licensed D&B Materials is limited to Your internal business operations for purposes of evaluating the use of
such materials in connection with the Oracle Data Cloud Service or other Oracle Cloud Service and not for any production or
other commercial purpose. The Licensed D&B Materials may not be redistributed, transmitted or exported to any third party.
The Licensed D&B Materials may not be used as a factor in establishing an individual’s eligibility for (a) credit or insurance to be
used primarily for personal, family or household purposes or (b) employment. You must use the Oracle Data Cloud Service and
the Licensed D&B Materials in accordance with, and as permitted by, applicable law. Upon the end or expiration of the Oracle
Data Cloud Service, You must cease using and delete all Licensed D&B Materials. You acknowledge and agree not to contest
that Dun & Bradstreet is the sole owner of the Licensed Materials.
8. Oracle Social Engagement and Monitoring Cloud Service, Custom Data Source Analyzer
{This section is mandatory when Oracle Social Engagement and Monitoring Cloud Service, Custom Data Source
Analyzer services are ordered. Remove this section if Oracle Social Engagement and Monitoring Cloud Service,
Custom Data Source Analyzer services are not ordered.}
The Social Engagement and Monitoring Cloud Service, Custom Data Source Analyzer is designed to enable customers to load
their unstructured message data and other enterprise text data into their Oracle Social Engagement and Monitoring Service,
where this data can be analyzed and the results presented in a dashboard alongside data collected from some public social
media sources. To prevent use and dissemination of social media and other third data party data beyond applicable third party
consents and license rights, the Custom Data Source Analyzer is not designed to enable any data loaded into the system, or
retrieved by the Social Engagement and Monitoring Cloud Service, to be re-exported, updated or deleted; such data can only
be deleted with the removal of Your entire service instances at the end of the service order. You are solely responsible for
ensuring that You remain compliant with applicable data privacy regulations in Your use of this service.
9. {Add this Section for all Eloqua or Responsys orders.} Cookies
Oracle may insert pixels or code into Your emails generated and/or transmitted through the Cloud Services or, at Your request
or with Your consent, into Your websites, mobile applications or other web assets which, once activated, may cause cookies to
be placed in, or read or modified from, a user’s or email recipient’s browser cache. In accordance with the Service Specifications,
such pixels and cookies are used to create or modify unique identifiers and track the user’s or email recipient’s actions on Your
websites, mobile applications or other web assets (or as further specified in this order or the Service Specifications) for Your
marketing and analytics purposes. You are responsible for making any disclosures to, and obtaining any consents from, such
users and email recipients as may be required under applicable laws, rules, regulations and industry self-regulatory guidelines.
{Insert Customer Name} Oracle America, Inc.
Signature: {{*_es_signer1_signature }} Authorized Signature

_________________________
Name: {{*_es_signer1_fullname }} Name
_________________________
Title: {{*_es_signer1_title }} Title
_________________________
Signature Date: {{*_es_signer1_date}} Signature Date
_________________________

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TECHNICAL CLOUD SERVICES
ORDERING DOCUMENT

Customer Address: 500 Oracle Parkway Redwood Shores, CA 94065
Agreement: Contracts for Products and Related Services between the State of Texas acting by and through the Department
of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective ______________ ___, 2018 (DIR Contract No.
DIR-TSO-4158; Oracle Contract No. US-GMA-1889764)
A. SERVICES
You have ordered the Technical Cloud Services listed below in the table and detailed in the attached exhibit(s), which are incorporated
herein by reference.
Services Reference Fees Estimated Total Fees and Estimated

Expenses Expenses*
[e.g., Time and Materials Services] Exhibit 1
Total
*Fees and expenses are in accordance with the referenced exhibit(s) and in accordance with Appendix C, Pricing Index of DIR Contract
No. DIR-TSO-4158.
All fees are due in accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158. Invoices for services performed under
separate exhibits may be provided separately. Fees for any time and materials engagements listed above are estimated fees, as detailed
in the referenced time and material services exhibit(s).
B. ADDITIONAL TERMS

Name: Name:
Address: Address:
Phone: Phone:
Fax: Fax:
Email: Email:

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In the event of any inconsistencies between this ordering document (excluding exhibits) and any attached exhibits, the exhibits shall
take precedence, however, in all events DIR Contract No. DIR-TSO-4158 shall prevail.

Any request for any change in Services must be in writing; this includes requests for changes in project plans, scope, specifications,
schedule, designs, requirements, service deliverables, software environment, hardware environment or any other aspect of Your
order. Oracle shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until You and
Oracle agree in writing to the proposed change in an amendment to this ordering document and/or applicable exhibit(s).
4. Ordering Document Definitions.
4.1 “Technical Cloud Services” means, collectively, the Cloud Services-related technical Services which You have ordered under
this ordering document.
4.2 “Services” for purposes of this ordering document shall have the same meaning as the term “Technical Cloud Services”.
Accordingly, notwithstanding any provision or interpretation of the Agreement to the contrary, for purposes of this ordering document,
the term “Services” does not include any Cloud Services.
4.3 “Service Specifications” as used in the Agreement means any exhibit(s) attached to this ordering document.

Notwithstanding anything to the contrary in the agreement or this Ordering Document, you may not assign this Ordering Document
or give or transfer the Services, or an interest in them, to another individual or entity. If you desire that Services be acquired by
another entity, such other entity may order services under a separate contract. You may not grant a security interest in any of the
Services. Notwithstanding the foregoing, upon advance written notice to Oracle, You may assign your rights to the Services under
this Ordering Document to another governmental agency as designated by the Texas Legislature (i) that is a successor in interest to
you that performs your statutory obligations, or (ii) as necessary to satisfy a regulatory requirement imposed upon you by a governing
body with the appropriate authority; provided that (w) such assignee entity agrees in writing to the terms and conditions of the
agreement and the Ordering Document, (x) You provide Oracle will all consents necessary for the assignee to access Your Content,
Your Applications, and any other of Your materials in Oracle’s possession, (y) the assignment does not result in any change in
Oracle’s rights and obligations under this Ordering Document (including with respect to the Services), or expand, modify or otherwise
alter any use or component of the Services or Services Environments provided under this Ordering Document, and (z) following the
assignment, You shall immediately discontinue use of the Services acquired under this Ordering Document.

{NOTE: select one of the two options below for this section}
{option 1 – default} Oracle agrees that during the Service Period specified in this ordering document, the Cloud Services
environment holding Customer data will reside in data centers located in the continental United States. Oracle may access
Customer Data on a global basis to the extent necessary to perform the Cloud Services, including maintenance and Cloud
Services technical support.
{option 2} Oracle agrees that during the Service Period specified in this ordering document, the Cloud Services environment holding
Customer data will reside in data centers located in {specify country(ies)}.
The offer is valid through _______________, 20__ and shall become binding upon execution by you and acceptance by
Oracle.
{Insert Customer Name} Oracle America, Inc.
{{*_es_signer1_signature}} {{*_es_signer2_signature}}
Signature _________________ Signature __________________
{{*_es_signer1_fullname}} {{*_es_signer2_fullname}}
Name _________________ Name __________________
{{*_es_signer1_title}} {{*_es_signer2_title}}
Title _________________ Title __________________
Signature Date {{*_es_signer1_date}} Signature Date {{*_es_signer2_date}}
Appendix E-9 DIR-TSO-4158

OCS_OD for OMA CSA_v011714_US_ENG (EchoSign) Page 2 of 5
200 of 446
_________________ __________________
Effective Date __________________
(To be completed by Oracle)

201 of 446
TIME AND MATERIALS EXHIBIT
Customer Name: ___________________________

Ordering Document Number: ___________________________
Exhibit Number: __________________________
1. Description of Services.
Oracle will assist You with the following Services:
_______________________________________
_______________________________________
_______________________________________

You acknowledge that Your timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation,
complete and accurate information and data from Your officers, agents, and employees, and suitably configured computer products
(collectively, “cooperation”) are essential to the performance of any Services as set forth in this exhibit. Oracle will not be responsible for
any deficiency in performing Services if such deficiency results from Your failure to provide full cooperation.
You acknowledge that Oracle’s ability to perform the Services and any related estimate depends upon Your fulfillment of the
following obligations and the following project assumptions:
A. Your Obligations.
1. Obtain Cloud Services under separate contract prior to the commencement of Services under this exhibit and maintain such
Cloud Services for the duration of the Services provided under this exhibit.
2. Provide Oracle with full access to relevant functional, technical and business resources with adequate skills and knowledge to
support the performance of Services.
3. Provide, for all Oracle resources performing Services at Your site, a safe and healthful workspace (e.g., a workspace that is free
from recognized hazards that are causing, or likely to cause, death or serious physical harm, a workspace that has proper
ventilation, sound levels acceptable for resources performing Services in the workspace, and ergonomically correct work
stations, etc.).
5. Limit Oracle’s access to any production environment or shared development environments to the extent necessary for Oracle to
perform Services.
6. As required by U.S. Department of Labor regulations (20 CFR 655.734), You will allow Oracle to post a Notice regarding Oracle
H-1B employee(s) at the work site prior to the employee's arrival on site.
7. If while performing Services Oracle requires access to other vendor’s 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.
{Modify as necessary – e.g. {List any additional obligations – including those from Options List for which Customer is
responsible.}
B. Project Assumptions
{List any project conditions that, if different than assumed, might affect Oracle’s ability to perform Services as
estimated.}
3. Rates, Estimated Fees and Expenses.

The Services specified above are provided on a time and materials ("T&M") basis; that is, You shall pay Oracle for all of the time
spent performing such Services, plus materials, taxes (if applicable) and expenses.
The Services described above shall be provided at Oracle's standard technical rates in effect when such Services are performed and
in accordance with Appendix C, Pricing Index of DIR Contract No. DIR-TSO-4158. Oracle’s standard technical rates are listed in
Oracle's {insert local country} price list; those rates which are in effect as of the effective date are listed below for Your convenience.

202 of 446
{Insert Consulting Rate Table}
All fees and expenses will be invoiced monthly. The fee estimate for labor performed under this exhibit is ______________ dollars
($______); the estimate for pre-approved travel and out of pocket expenses is an additional _____________ dollars ($_________).
These estimates and any other estimates related to this exhibit are intended only to be for Your budgeting and Oracle’s resource
scheduling purposes; these estimates do not include taxes. Oracle will invoice You for actual time spent performing the Services,
plus materials, and taxes (if applicable) and expenses; such invoice may exceed the total estimated amount documented above.
Once fees for Services reach the estimate, Oracle will cooperate with You to provide continuing Services on a T&M basis.
You and Oracle each agree to designate a project manager who shall work together with the other party's project manager to
facilitate an efficient delivery of Services.

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ORACLE UNIVERSITY
ORACLE LEARNING SUBSCRIPTION

500 Oracle Parkway
Customer Address:
Agreement: Contracts for Products and Related Services between the State of Texas acting by and through the Department
of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective ____________, 2018 (DIR Contract No. DIR-
TSO- 4158; Oracle Contract No. US-GMA-1889764).
This Ordering Document incorporates by reference the terms of the agreement specified above and all amendments thereto (the
A. SERVICES
You have ordered an Oracle Learning Subscription (OLS), which includes the Training On Demand, Learning Streams and/or
Learning Subscription access listed below for the specified number of users during the access term specified in Section C of
this Ordering Document. The Training On Demand, Learning Streams and Learning Subscription offerings are described at
http://education.oracle.com.
Offering Name /Metric/ Part Number Quantity Price
OLS is exclusively for specific named users and/or employees (as applicable) employed by you; and others may not view OLS
content. The OLS offering must be viewed from the country from which it was activated.
Unauthorized recording, copying, or transmission of OLS content is strictly prohibited.
B. FEES, PAYMENTS AND INVOICING
{Replace first paragraph with the following if OLS Subscription is to be paid via Learning Credit}
{Your Learning Credits account [INSERT ACCOUNT NUMBER] will be debited by [INSERT AMOUNT] for the services
described in this Ordering Document which is non-cancelable and the sum paid nonrefundable.}
You agree to pay Oracle a fee of ________ US Dollars ($_____) for the services described in this Ordering Document. All fees
are due in accordance with Appendix A, Section 8.J. of the agreement.
All fees listed in this Ordering Document are in US Dollars. Expenses and additional charges, if any, are in accordance with this
ordering document. Fees for services listed in this ordering document are exclusive of taxes and expenses.
C. ACCESS TERM
Your OLS term shall commence upon the effective date of this Ordering Document and continue for a period of twelve (12)
months {or insert such other term approved by Oracle} thereafter.
D. ADDITIONAL TERMS
1. General Terms and Conditions. Your use of the education products and services acquired under this Ordering Document
are subject to the Oracle University terms and conditions specified at
Appendix E-10 to DIR Contract No. DIR-TSO-4158 Page 1 of 2
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http://education.oracle.com/us/terms/termspolicies101015.html, as applicable, and unless otherwise stated in the

agreement, this Ordering Document or exhibit.
2. Segmentation. [This language is consistent with the agreement, Appendix F, Section E (Segmentation) and is
required by Oracle to be included on the ordering document for accounting purposes] The purchase of (a) hardware
and/or related hardware support, (b) programs and/or related technical support, or (c) other services are all separate offers
and separate from any other order for (i) hardware and/or related hardware support, (ii) programs and/or related technical
support, or (iii) other services you may receive or have received from Oracle. You understand that you may purchase (x)
hardware and/or related hardware support, (y) programs and/or related technical support, or (z) other services
independently of any other product or service. Your obligation to pay for (A) hardware and/or related hardware support is
not contingent on performance of any other service or delivery of programs, (B) programs and/or related technical support
is not contingent on delivery of hardware or performance of any other service, or (C) other services is not contingent on
delivery of hardware, delivery of programs or performance of any additional/other service. You acknowledge that you have
entered into the purchase without reliance on any financing or leasing arrangement with Oracle or its affiliate.
a. {Customer Billing information is mandatory. Other contacts can be added/removed as applicable.
Ex: “Customer Project Manager”, “Service Delivery Manager”, etc.}
4. Order of Precedence. In the event of any inconsistencies between this Ordering Document (excluding exhibits) and any
attached exhibits, the exhibits shall take precedence.
This quote is valid through ___________, 201_ and shall become binding upon execution by you and acceptance by Oracle.
{Insert applicable Customer name} Oracle America, Inc.
{{*_es_signer1_signature }} {{*_es_signer2_signature }}
{{*_es_signer1_fullname }} {{*_es_signer2_fullname }}
Name: ____________________________________ Name: ____________________________________
{{*_es_signer1_title }} {{*_es_signer2_title }}
Title: _____________________________________ Title: _____________________________________
{{*_es_signer1_date}} {{*_es_signer2_date}}
Ordering Document Effective Date: _______________________
Appendix E-10 to DIR Contract No. DIR-TSO-4158 Page 2 of 2

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APPENDIX F TO DIR CONTRACT NO. DIR-TSO-4158
DELIVERY, INSTALLATION, COMMENCEMENT DATE AND ACCEPTANCE

for Software, Hardware, Technical Support, and ACS Services
A. Delivery
Each order issued under the Contract shall specify the Vendor’s delivery obligations in the applicable Order Form.
1. For Software Programs:

a. If the order specifies that the delivery obligation is for tangible media, Vendor will deliver tangible media
for the ordered programs on the particular hardware/operating system combination requested by
Customer. Each media pack consists of one (1) copy of the software media and one (1) set of
documentation (in the form generally available) for each program included in the media pack.
b. If the order specifies that there is no delivery obligation, then the Customer acknowledges and agrees
that one (1) copy of the software media and one (1) set of documentation (in the form generally
available) for each ordered program has been previously delivered to the Customer.
c. If the order specifies that delivery obligation is for electronic download, the ordered programs are made
available by the Vendor to the Customer for electronic download the programs listed in the Order Form
at the electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com.
Through the Internet URL, the Customer can access and electronically download to its location the
current production release as of the effective date of the applicable order the software program and
related documentation for each ordered program. Provided that the Customer has continuously
maintained technical support for the ordered programs, the Customer may continue to download the
software and related documentation for the ordered programs. Customer acknowledges that the Vendor
is under no further delivery obligation (electronic download, tangible media or otherwise) for ordered
programs where the delivery method is electronic download.
d. Not all programs are available on all hardware/operating system combinations and not all
programs/combinations are available for all both delivery methods (tangible media and electronic
download). Customer should check the electronic delivery web site specified above prior to placing an
order with an Order Fulfiller.
2. For Hardware:
a. Customer’s hardware order consists of the following items: operating system (as described in the
configuration), integrated software and hardware.
b. Vendor will use its reasonable commercial efforts to deliver the hardware within a timeframe that is
consistent with Vendor’s past practices regarding the amount and type of hardware that the Customer
has ordered.
c. Vendor will deliver the hardware to the delivery address specified on Customer’s Purchase Order or if
such Purchase Order does not indicate a ship to address, the address on the Order Form. Vendor may
make partial deliveries of the ordered hardware against an order.
d. Title of the hardware is transferred to the Customer upon delivery in accordance with the shipping terms
in Section 8.D of Appendix A of the Contract.
B. Installation
1. For programs, the Customer is responsible for installation of the programs unless the programs have been
pre-installed by Vendor on the hardware the Customer is purchasing under the order or the Customer
purchases installation services from Vendor for such ordered programs
2. For hardware, the Customer is responsible for installation of the hardware, unless the Customer purchases
installation services from Order Fulfiller for such ordered hardware.
DIR-TSO-4158 Appendix F Page 1 of 2

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C. Commencement Date and Acceptance

1. For the program licenses, the program commencement date shall be the date that the tangible media is
shipped or the effective date of the order if the shipment of tangible media is not required. Programs are
deemed accepted on the program commencement date.
2. For the hardware, operating system and integrated software, the hardware commencement date shall be the
date the hardware is delivered or the effective date of the order if no shipment is required. Hardware is
deemed accepted on the hardware commencement date. Notwithstanding the foregoing, Customer may
request to add an acceptance period, not to exceed five (5) business days from the commencement date;
and any such acceptance period agreed to by Customer and Vendor shall be specified in the applicable
Order Form.
3. The period of performance for all technical support services for the programs is effective upon the program
commencement date. The period of performance for all related technical support services is effective upon
shipment of hardware or upon the effective date of the order if shipment of hardware is not required.
Technical support services are deemed accepted when delivered.
4. Installation services, packaged services, and other ACS services commence on the date agreed to by the
Customer and Vendor. Installation services, packaged services, and other ACS services are deemed
accepted when delivered unless otherwise noted in an Order Form.
D. Order Restriction
The hardware, programs, operating software and integrated software are not specifically designed, manufactured, or
intended for use as parts, components, or assemblies for the planning, construction, maintenance, or operation of a
nuclear facility. Customer is expressly prohibited from ordering hardware and/or software for these purposes. This
restriction applies to previously ordered and delivered Vendor hardware and/or software if Customer is acquiring
technical support services, installation services, packaged services, and/or other ACS services for such hardware,
programs and/or software under the Contract.
E. Segmentation
The purchase of (1) hardware and/or related technical support services, (2) programs and/or related technical support
services, or (3) other services are all separate offers and separate from any other order for (a) hardware and/or
related technical support services, (b) programs and/or related technical support services, or (c) other services the
Customer may receive or have received from Vendor. Customer understands that the Customer may purchase (i)
hardware and/or related technical support services, (ii) programs and/or related technical support services, or (iii)
other services independently of any other product or service. The Customer’s obligation to pay for (x) hardware
and/or related technical support services is not contingent on performance of any other service or delivery of
programs, (y) programs and/or related technical support services is not contingent on delivery of hardware or
programs or performance of any other service, or (z) other services is not contingent on delivery of hardware, delivery
of programs or performance of any additional/other service.
F. Services
Any technical support services, installations services, packaged services, and other ACS services for the products
provided to a Customer pursuant to the Contract are provided for such Customer’s internal use, and such Customer
may not, directly or indirectly, resell, rent, lease, or transfer any services. Customer agrees to cooperate with Vendor
and provide the access, resources, materials, personnel, information and consents that Vendor may require in order
to perform the services.
DIR-TSO-4158 Appendix F Page 2 of 2

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APPENDIX G TO DIR CONTRACT NO. DIR-TSO-4158
GENERAL TERMS- Public Sector
Oracle General Terms Reference: US-GMA-1889764
These General Terms (these “General Terms”) and all Schedules are incorporated as appendices to the Contracts
for Products and Related Services between the State of Texas acting by and through the Department of
Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”) (DIR Contract No. DIR-TSO-4158; Oracle
Contract No. US-GMA-1889764) (the “Contract”). As used in these General Terms, “you”, “You”, “your” or “Your”
shall refer to the Customer placing an order under the Contract. To place orders subject to these General Terms,
at least one Schedule (as defined below) must be incorporated into these General Terms. If a term is relevant
only to a specific Schedule, that term will apply only to that Schedule if and/or when that Schedule is incorporated
into these General Terms.
1. DEFINITIONS
1.1 “Hardware” refers to the computer equipment, including components, options and spare parts.
1.2 “Integrated Software” refers to any software or programmable code that is (a) embedded or integrated in
the Hardware and enables the functionality of the Hardware or (b) specifically provided to You by Oracle under
Schedule H and specifically listed (i) in accompanying documentation, (ii) on an Oracle webpage or (iii) via a
mechanism that facilitates installation for use with Your Hardware. Integrated Software does not include and
You do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support
services; or (b) separately licensed applications, operating systems, development tools, or system
management software or other code that is separately licensed by Oracle. For specific Hardware, Integrated
Software includes Integrated Software Options (as defined in Schedule H) separately ordered.
1.3 “General Agreement” refers to these General Terms (including any amendments thereto) and all
Schedule(s) incorporated into the General Agreement (including any amendments to those incorporated
Schedule(s)). The General Agreement, which along with the Contract (including all appendices), governs Your
use of the Products and Service Offerings ordered from Oracle or an authorized reseller. For purposes of the
General Terms and the Schedules, the term “General Agreement” shall mean the General Terms and
Schedules and the Contract (including all appendices).
1.4 “Operating System” refers to the software that manages Hardware for Programs and other software.
1.5 “Products” refers to Programs, Hardware, Integrated Software and Operating System.
1.6 “Programs” refers to (a) the software owned or distributed by Oracle that You have ordered under
Schedule P, (b) Program Documentation and (c) any Program updates acquired through technical support.
Programs do not include Integrated Software or any Operating System.
1.7 “Program Documentation” refers to the Program user manual and Program installation manuals.
Program Documentation may be delivered with the Programs. You may access the documentation online at
1.8 “Schedule” refers to all Oracle Schedules to these General Terms as identified in Section 2.
1.9 “Separate Terms” refers to separate license terms that are specified in the Program Documentation,
readmes or notice files and that apply to Separately Licensed Third Party Technology.
1.10 “Separately Licensed Third Party Technology” refers to third party technology that is licensed under
Separate Terms and not under the terms of the General Agreement.
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1.11 “Service Offerings” refers to technical support, education, hosted/outsourcing services, cloud services,
consulting, advanced customer support services, or other services which You have ordered. Such Service
Offerings are further described in the applicable Schedule.
1.12 “You” and “Your” refers to the entity that has executed these General Terms.
2. APPLICABLE SCHEDULES
The Schedules set forth terms and conditions that apply specifically to certain types of Oracle offerings which
may be different than, or in addition to, these General Terms.
3. SEGMENTATION
The purchase of any Products and related Service Offerings or other Service Offerings are all separate offers
and separate from any other order for any Products and related Service Offerings or other Service Offerings
you may receive or have received from Oracle. You understand that you may purchase any Products and
related Service Offerings or other Service Offerings independently of any other Products or Service
Offerings. Your obligation to pay for (a) any Products and related Service Offerings is not contingent on
performance of any other Service Offerings or delivery of any other Products or (b) other Service Offerings is
not contingent on delivery of any Products or performance of any additional/other Service Offerings.
4. OWNERSHIP
Oracle or its licensors retain all ownership and intellectual property rights to the Programs, Operating System,
Integrated Software and anything developed or delivered under the General Agreement.
5. INDEMNIFICATION
Indemnification will be handled in accordance with Appendix A, Section 10.A of DIR Contract No. DIR-TSO-
4158.
6. TERMINATION
Termination will be handled in accordance with Appendix A, Section 11 of DIR Contract No. DIR-TSO-4158.
7. FEES; PRICING, INVOICING AND PAYMENT OBLIGATION
7.1 Reimbursement of expenses related to the provision of any Service Offering, if any, will be addressed in
the relevant ordering document and/or statement of work for such services.
7.2 You understand that You may receive multiple invoices for the Products and Service Offerings You
ordered. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be
accessed at http://oracle.com/contracts.
8. NONDISCLOSURE
Nondisclosure will be handled in accordance with Appendix A, Section 10.H of DIR Contract No. DIR-TSO-
4158.
9. ENTIRE AGREEMENT
9.1 You agree that DIR-TSO-4158 and the General Agreement and the information which is incorporated into
the General Agreement by written reference (including reference to information contained in a URL or
referenced policy), together with the applicable order, are the complete agreement for the Products and/or
Service Offerings ordered by You and supersede all prior or contemporaneous agreements or
representations, written or oral, regarding such Products and/or Service Offerings.
9.2 It is expressly agreed that the terms of DIR Contract No. DIR-TSO-4158, the General Agreement and any
Oracle 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 other non-Oracle document
shall apply to the Products and/or Service Offerings ordered. In the event of inconsistencies between the terms
of any Schedule and these General Terms, the Schedule shall take precedence. In the event of any
inconsistencies between the terms of an order and the General Agreement, the order shall take precedence.

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The General Agreement and orders may not be modified and the rights and restrictions may not be altered or
waived except in a writing signed or accepted online through the Oracle Store by authorized representatives
of You and of Oracle. Any notice required under the General Agreement shall be provided to the other party
in writing.
10. EXPORT
Export laws and regulations of the United States and any other relevant local export laws and regulations apply
to the Products. You agree that such export laws govern Your use of the Products (including technical data)
and any Service Offerings deliverables provided under the General Agreement, 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, Product and/or materials resulting from Service Offerings (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 used in the transfer, export or re-export of the Products and any
Service Offerings deliverables: “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.”
11. GOVERNING LAW AND JURISDICTION
The General Agreement is governed by the substantive and procedural laws of the State of Texas.
12. NOTICE
If You have a dispute with Oracle or if You wish to provide a notice under the Indemnification section of these
General Terms, or if You become subject to insolvency or other similar legal proceedings, You will promptly
send written notice to: Oracle America, Inc., 500 Oracle Parkway, Redwood City, California, United States,
94065, Attention: General Counsel, Legal Department.
13. ASSIGNMENT
Assignments will be handled in accordance to Appendix A, Section 4D of DIR Contract No. DIR-TSO-4158.
14. OTHER
14.1 Oracle is an independent contractor and we agree that no partnership, joint venture, or agency
relationship exists between us. We each will be responsible for paying our own employees, including
employment related taxes and insurance.
14.2 If any term of DIR Contract No. DIR-TSO-4158 or the General Agreement 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 the General Agreement.
14.3 Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form,
arising out of or relating to the General Agreement may be brought by either party more than four years after
the cause of action has accrued.
14.4 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.
14.5 If requested by an authorized reseller on Your behalf, You agree Oracle may provide a copy of the
General Agreement to the authorized reseller to enable the processing of Your order with that authorized
reseller.
14.6 The Uniform Computer Information Transactions Act does not apply to the General Agreement or orders
placed under it.
14.7 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. Oracle is not liable for

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nor bound by any acts of any such business partner unless (i) the business partner is providing services as
an Oracle subcontractor in furtherance of an order placed under the General Agreement and (ii) only to the
same extent as Oracle would be responsible for the performance of Oracle resources under that order.

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APPENDIX H TO DIR CONTRACT NO. DIR-TSO-4158
Public Sector
Schedule P - Program
Oracle America, Inc. (“Oracle”)

500 Oracle Parkway Redwood Shores, CA
94065
Your Name:
General Terms Reference: US-GMA-1889764
This Public Sector Program Schedule (this “Schedule P") is a Schedule to the General Terms referenced
above. The General Terms and this Schedule P, together with any other Schedules that reference the
General Terms, are the General Agreement. As used in this Schedule P, “you”, “You”, “your” or “Your”
shall refer to the Customer placing an order under DIR-TSO-4158.
1. DEFINITIONS
1.1 “Commencement Date” refers to the date of shipment of tangible media or the effective date of the
order if shipment of tangible media is not required.
1.2 Capitalized terms used but not defined in this Schedule P have the meanings set forth in the
General Terms.
2. RIGHTS GRANTED
2.1 Upon the full signing of Your order by both Oracle and You, You have the non-exclusive, non-
assignable, royalty free, perpetual (unless otherwise specified in the order), limited right to use the
Programs and receive any Program-related Service Offerings You ordered solely for Your internal
business operations and subject to the terms of the General Agreement, including the definitions and rules
set forth in the order and the Program Documentation. If accepted, Oracle will notify You and this notice
will include a copy of Your General Agreement.
2.2 Upon payment for Program-related Service Offerings, You have the non-exclusive, non-assignable,
royalty free, perpetual, limited right to use for Your internal business operations anything developed by
Oracle and delivered to You under this Schedule P (“deliverables”); however, certain deliverables may be
subject to additional license terms provided in the order.
2.3 You may allow Your agents and contractors (including, without limitation, outsourcers) to use the
Programs and deliverables for Your internal business operations and You are responsible for their
compliance with the General Terms and this Schedule P 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 under the General Terms and this Schedule P.
2.4 You may make a sufficient number of copies of each Program for Your licensed use and one copy of
each Program media.
3. RESTRICTIONS
3.1 The Programs may contain or require the use of third party technology that is provided with the
Programs. Oracle may provide certain notices to You in Program Documentation, readmes or notice files
in connection with such third party technology. Third party technology will be licensed to You either under
the terms of the General Agreement or, if specified in the Program Documentation, readmes or notice files,
under Separate Terms. Your rights to use Separately Licensed Third Party Technology under Separate
Terms are not restricted in any way by the General Agreement. However, for clarity, notwithstanding the
existence of a notice, third party technology that is not Separately Licensed Third Party Technology shall
be deemed part of the Programs and is licensed to You under the terms of the General Agreement.
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If You are permitted under an order to distribute the Programs, You must include with the distribution all
such notices and any associated source code for Separately Licensed Third Party Technology as
specified, in the form and to the extent such source code is provided by Oracle, and You must distribute
Separately Licensed Third Party Technology under Separate Terms (in the form and to the extent Separate
Terms are provided by Oracle). Notwithstanding the foregoing, Your rights to the Programs are solely
limited to the rights granted in Your order.
3.2 You may not:
a. remove or modify any Program markings or any notice of Oracle’s or its licensors’ proprietary
rights;
b. make the Programs or materials resulting from the Service Offerings 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 Service Offerings you have acquired);
c. 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);
d. disclose results of any Program benchmark tests without Oracle’s prior written consent, except
as required by applicable law, provided that You give Oracle prior notice and an opportunity to
oppose such disclosure (unless prohibited by law).
3.3 The prohibition on the assignment or transfer of the Programs or any interest in them under section
15 of the General Terms shall apply to all Programs licensed under this Schedule P, except to the extent
that such prohibition is rendered unenforceable under applicable law.
4. TRIAL PROGRAMS
You may order trial Programs, or Oracle may include additional Programs with Your order 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
Commencement Date to evaluate these Programs. 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 reseller. If You decide
not to obtain a license for any Program after the 30 day trial period, You will cease using and promptly
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.
5. TECHNICAL SUPPORT
5.1 For purposes of an order, technical support consists of Oracle’s annual technical support services
You may have ordered from Oracle or an authorized reseller for the Programs. If ordered, annual technical
support (including first year and all subsequent years) is provided under Oracle’s technical support policies
in effect at the time the technical support 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 technical support services. The technical support policies are incorporated in this
Schedule P and are subject to change at Oracle’s discretion; however, Oracle policy changes will not result
in a material reduction in the level of technical support services provided for supported Programs during
the period for which fees for technical support have been paid. You should review the policies prior to
entering into the order for the applicable technical support services. You may access the current version
of the technical support policies at http://oracle.com/contracts.
5.2 Technical support is effective upon the Commencement Date unless otherwise stated in Your order.
5.3 Software Update License & Support (or any successor technical support offering to Software Update
License & Support, “SULS”) acquired with Your order may be renewed annually and, if You renew SULS
for the same number of licenses for the same Programs, for the first and second renewal years the fee for
SULS will not increase by more than 4% over the prior year’s fees. If Your order is fulfilled by an authorized
reseller, the fee for SULS for the first renewal year will be the price quoted to You by Your authorized
reseller; the fee for SULS for the second renewal year will not increase by more than 4% over the prior
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5.4 If You decide to purchase technical support for any Program license within a license set, You are
required to purchase technical support at the same level for all licenses within that license set. You may
desupport a subset of licenses in a license set only if You agree to terminate that subset of licenses. The
technical support fees for the remaining licenses will be priced in accordance with the technical support
policies in effect at the time of termination. Oracle’s license set definition is available in the current
technical support policies. If You decide not to purchase technical support, You may not update any
unsupported Program licenses with new versions of the Program.
6. PROGRAM-RELATED SERVICE OFFERINGS
In addition to technical support, You may order a limited number of Program-related Service Offerings
under this Schedule P as listed in the Program-Related Service Offerings document, which is at
http://oracle.com/contracts. You agree to provide Oracle with all information, access and full good faith
cooperation reasonably necessary to enable Oracle to deliver these Service Offerings and You will perform
the actions identified in the order as Your responsibility. If while performing these Service Offerings Oracle
requires access to another vendor’s 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. Service Offerings provided may be related to Your license to use Programs owned or
distributed by Oracle which You acquire under a separate order. The agreement referenced in that order
shall govern Your use of such Programs.
7. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
7.1 Oracle warrants that a Program licensed to You will operate in all material respects as described in
the applicable Program Documentation for a period of one year after delivery (i.e., via physical shipment
or electronic download). You must notify Oracle of any Program warranty deficiency within one year after
delivery. Oracle also warrants that technical support services and Program-related Service Offerings (as
referenced in section 6 above) ordered and provided under this Schedule P will be provided in a
professional manner consistent with industry standards. You must notify Oracle of any technical support
service or Program-related Service Offerings warranty deficiencies within 90 days from performance of the
deficient technical support service or Program-related Service Offerings.
7.2 ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR
UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
7.3 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 THE
ERRORS OF THE APPLICABLE PROGRAM LICENSE IN A COMMERCIALLY REASONABLE
MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES YOU PAID TO
ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL SUPPORT
FEES YOU HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF THE
DEFICIENT PROGRAM-RELATED SERVICE OFFERINGS; OR, IF ORACLE CANNOT
SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER,
YOU MAY END THE DEFICIENT PROGRAM-RELATED SERVICE OFFERINGS AND RECOVER THE
FEES YOU PAID TO ORACLE FOR THE DEFICIENT PROGRAM-RELATED SERVICE OFFERINGS.
7.4 TO THE EXTENT NOT PROHIBITED 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.
8. AUDIT
Upon 45 days written notice, Oracle may audit Your use of the Programs. You agree to cooperate with
Oracle’s audit and provide reasonable assistance and access to information. Any such audit shall not
unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written
notification any fees applicable to Your use of the Programs in excess of Your license rights. If You do not
pay, Oracle can end (a) Program-related Service Offerings (including technical support), (b) Program
licenses ordered under this Schedule P and related agreements and/or (c) the General Agreement. You
agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the audit.

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9. ORDER LOGISTICS
9.1 Delivery and Installation
9.1.1 You are responsible for installation of the Programs unless the Programs have been pre-installed
by Oracle on the Hardware You are purchasing under the order or unless You purchase installation
services from Oracle for those Programs.
9.1.2 Oracle has made available to You for electronic download at the electronic delivery web site
located at the following Internet URL: http://edelivery.oracle.com the Programs listed in the Programs
and Program Support Service Offerings section of the applicable order. Through the Internet URL,
You can access and electronically download to Your location the latest production release as of the
effective date of the applicable order of the software and related Program Documentation for each
Program listed. Provided that You have continuously maintained technical support for the listed
Programs, You may continue to download the Programs and related Program Documentation. Please
be advised that not all Programs are available on all hardware/operating system combinations. For the
most recent Program availability please check the electronic delivery web site specified above. You
acknowledge that Oracle is under no further delivery obligation with respect to Programs under the
applicable order, electronic download or otherwise unless otherwise stated in Your Order.
9.2 Territory
The Programs shall be used in the United States.
9.3 Pricing, Invoicing and Payment Obligation
9.3.1 In entering into payment obligations under an order, 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 General Agreement, 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
under an order and the General Agreement.
9.3.2 Program fees are invoiced as of the Commencement Date.
9.3.3 Program-related Service Offering fees are invoiced after the performance of the Program-related
Service Offering performance; specifically, technical support fees are invoiced quarterly in arrears. The
period of performance for all Program-related Service Offerings is effective upon the Commencement
Date.

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APPENDIX I TO DIR CONTRACT NO. DIR-TSO-4158
Public Sector
Schedule S - Services

500 Oracle Parkway
Your Name:
This Public Sector Services Schedule (this "Schedule S") is a Schedule to the General Terms referenced
above. The General Terms and this Schedule S, together with any other Schedules that reference the General
Terms, are the General Agreement. As used in this Schedule S, “you”, “You”, “your” or “Your” shall refer to
the Customer placing an order under DIR-TSO-4158.
1. DEFINITIONS
1.1 “Services” refers to technical services, advanced customer support services, education or other
services which you have ordered from Oracle under this Schedule S. For the avoidance of doubt, Cloud
Services and Technical Cloud Services shall be ordered from Oracle under Schedule C and Managed
Cloud Services shall be ordered from Oracle under Schedule M, not this Schedule S.
1.2 Capitalized terms used but not defined in this Schedule S have the meanings set forth in the General
Terms.
2. RIGHTS GRANTED / RESTRICTIONS
2.1 Upon payment for Services, You have the non-exclusive, non-assignable, royalty free, perpetual,
limited right to use for Your internal business operations anything developed by Oracle and delivered to
You under this Schedule S (“deliverables”); however, certain deliverables may be subject to additional
license terms provided in the order.
2.2 You may allow Your agents and contractors (including, without limitation, outsourcers) to use
deliverables for Your internal business operations and You are responsible for their compliance with the
General Terms and this Schedule S in such use.
2.3 Services provided may be related to Your license to use Products owned or distributed by Oracle
which You acquire under a separate order. The agreement referenced in that order shall govern Your use
of such Products.

Oracle warrants that Services will be provided in a professional manner consistent with industry standards.
You must notify Oracle of any warranty deficiencies within 90 days from performance of the deficient
Services.
FOR ANY BREACH OF THE WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE
LIABILITY SHALL BE THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR, IF ORACLE
CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE
MANNER, YOU MAY END THE DEFICIENT SERVICES AND RECOVER THE FEES YOU PAID TO
ORACLE FOR THE DEFICIENT SERVICES.
TO THE EXTENT NOT PROHIBITED 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.
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APPENDIX J TO DIR CONTRACT NO. DIR-TSO-4158
Schedule LVM –
Oracle Linux and Oracle VM Service Offerings

500 Oracle Parkway
Your Name:
This Oracle Linux and Oracle VM Services Schedule (this “Schedule LVM") is a Schedule to the General
Terms referenced above. The General Terms and this Schedule LVM, together with any other Schedules that
reference the General Terms, are the General Agreement. As used in this Schedule LVM, “you”, “You”,
“your” or “Your” shall refer to the Customer placing an order under DIR-TSO-4158.
1. DEFINITIONS
1.1 “Covered Programs” is defined as the specific set of software products listed on the document titled
Oracle Linux and Oracle VM Included Files (available at
http://www.oracle.com/us/support/library/enterprise-linux-indemnification-069347.pdf) for which You have
ordered Oracle Linux/ Oracle VM Service Offering(s), including any related program documentation and
patches and bug fixes acquired through such Oracle Linux/ Oracle VM Service Offering(s).
1.2 “Oracle Linux Service Offering(s)” and ”Oracle VM Service Offering(s)” (collectively, “Oracle
Linux/Oracle VM Service Offering(s)”) refer to Oracle Linux and Oracle VM support services
respectively and Oracle Linux/Oracle VM-related Service Offerings(s) as defined under the Oracle Linux
and Oracle VM support policies.
1.3 “Oracle Linux/Oracle VM Term(s)” is defined as the duration for which You have acquired the
applicable Oracle Linux/Oracle VM Service Offering(s).
1.4 “Physical CPU(s)” is defined as each monolithic integrated circuit responsible for executing a
System’s Covered Programs. A monolithic integrated circuit with multiple cores or hyperthreading is
counted as a single Physical CPU when determining the total number of Physical CPUs in a System.
1.5 “Supported System(s)” is defined as a System to which You apply or intend to apply Oracle
Linux/Oracle VM Service Offering(s) received from Oracle at the specified service level in Your order,
including but not limited to updates, patches, fixes, security alerts, work arounds, configuration, installation
assistance (for Oracle VM, Support System(s) includes Oracle VM Manager)
1.6 “System(s)” is defined as the computer on which the Oracle Linux programs and/or Oracle VM Server
programs are installed. Where computers/blades are clustered, each computer/blade within the cluster
shall be defined as a System. (For purposes of calculating the price of the Oracle VM Service Offering(s),
the computers where the Oracle VM Manager programs are installed are not counted.)
1.7 Capitalized terms used but not defined in this Schedule LVM have the meanings set forth in the
General Terms.
2. ORACLE LINUX/ORACLE VM SERVICE OFFERING(S)
2.1 The Oracle Linux/Oracle VM Service Offering(s) are provided at the support level and for the Oracle
Linux/ Oracle VM Term defined in Your order.
2.2 When ordering Oracle Linux/Oracle VM Service Offering(s) You must comply with the following
availability rules:
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 Oracle Linux Premier Limited, Oracle Linux Basic Limited, and Oracle VM Premier Limited are
available only for Systems with no more than 2 Physical CPUs per System.
 Oracle Linux Premier, Oracle Linux Basic, Oracle Linux Network, and Oracle VM Premier are
available for Systems with any number of Physical CPUs per System.
2.3 Upon Oracle’s acceptance of Your order, You have the limited right to receive the applicable Oracle
Linux/Oracle VM Service Offering(s) solely for Your business operations and subject to the Terms of this
Schedule LVM.
2.4 For purposes of the order, (a) Oracle Linux Service Offering(s) consist of the Oracle Linux support
services level You may have ordered for the Oracle Linux programs; and (b) Oracle VM Service Offering(s)
consist of the Oracle VM support services level You may have ordered for the Oracle VM programs. If
ordered, the Oracle Linux/Oracle VM Service Offering(s) (including initial year and all subsequent years)
are provided under the Oracle Linux and Oracle VM support policies in effect at the time the Oracle
Linux/Oracle VM Service Offering(s) are provided. The Oracle Linux and Oracle VM support policies, which
are incorporated in this Schedule LVM, are subject to change at Oracle’s discretion; however, Oracle will
not materially reduce the level of Oracle Linux/Oracle VM Service Offering(s) provided during the period for
which fees for the Oracle Linux/Oracle VM Service Offering(s) have been paid. Oracle Linux/Oracle VM
Service Offering(s) are available for certain Systems, and may be subject to additional restrictions as set
forth in the Oracle Linux and Oracle VM support policies. You should review the Oracle Linux and Oracle
VM support policies prior to entering into the order for the applicable Oracle Linux/Oracle VM Service
Offering(s). You may access the current version of the Oracle Linux and Oracle VM support policies at
http://www.oracle.com/us/support/library/enterprise-linux-support-policies-069172.pdf.
2.5 The Oracle Linux/Oracle VM Service Offering(s) are effective upon the effective date of the order
unless otherwise stated in Your order.
2.6 The Oracle Linux/Oracle VM Service Offering(s) provided under this Schedule LVM are in support of
licenses You acquired separately. Patches, bug fixes and other code received as part of the Oracle
Linux/Oracle VM Service Offering(s) under this Schedule LVM shall be provided under the terms of the
appropriate license agreement that You accepted upon downloading and/or installing the Oracle Linux
and/or Oracle VM program(s).
3. FEES; ORACLE LINUX/ORACLE VM-RELATED SERVICE OFFERING(S)
3.1 For the initial Oracle Linux/Oracle VM Term for which fees are to be paid for the applicable Oracle
Linux/Oracle VM Service Offering(s), the fees due will be calculated based upon the number of Systems
to be supported that are in existence as of the date of Your order. For the second and all subsequent
Oracle Linux/Oracle VM Terms, the fees due will be calculated based on the total number of Systems
supported that are in existence as of the first day of the applicable Oracle Linux/Oracle VM Term(s) (e.g.,
fees calculated for the second term will be based upon the total number of Systems supported that are in
existence on the first day of the second term).
3.2 In addition to the fees for the Oracle Linux/Oracle VM Service Offering(s) specified above, You agree
to pay additional fees for the level of Oracle Linux/ Oracle VM Service Offering(s) ordered based on the
maximum number of Supported Systems that exist simultaneously at any time during the applicable Oracle
Linux/Oracle VM Term and in accordance with the Oracle Linux and Oracle VM support policies for the level
of support You are ordering. In the event that You decide to increase the number of Supported Systems,
You agree that You will promptly place an order for Oracle Linux/ Oracle VM Service Offering(s) for the
increased number of these Supported System(s) and pay the additional required fees.
3.3 You may order a limited number of Oracle Linux/Oracle VM-related Services Offering(s) under this
Schedule LVM, as listed in the Oracle Linux and Oracle VM-related Service Offering(s) document, which is
at http://oracle.com/contracts. For these Oracle Linux/ Oracle VM-related Service Offering(s), the fees due
for the initial Oracle Linux/Oracle VM Term and all subsequent Oracle Linux/Oracle VM Terms will be based
on Oracle’s then current Oracle Linux and Oracle VM Service Offering(s) pricing policies.

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4.1 Oracle warrants that the Oracle Linux/Oracle VM Service Offering(s) will be provided in a professional
manner consistent with industry standards. You must notify Oracle of any Oracle Linux/Oracle VM Service
Offering(s) warranty deficiencies within 90 days from performance of the defective Oracle Linux/Oracle VM
Service Offering.
4.2 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.
4.3 ORACLE DOES NOT GUARANTEE THAT THE COVERED PROGRAMS WILL PERFORM
ERROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE’S
ENTIRE LIABILITY, SHALL BE THE REPERFORMANCE OF THE DEFICIENT ORACLE
LINUX/ORACLE VM SERVICE OFFERING, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A
BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT ORACLE
LINUX/ORACLE VM SERVICE OFFERING AND RECOVER THE FEES PAID TO ORACLE FOR THE
DEFICIENT ORACLE LINUX/ORACLE VM SERVICE OFFERING.
5. AUDIT
Upon 45 days written notice, Oracle may audit Your use of the Oracle Linux /Oracle VM Service Offering(s).
You agree to cooperate with Oracle’s audit and provide reasonable assistance and access to information.
Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay,
in accordance to Appendix A, Section 8J of DIR Contract No. DIR-TSO-4158 upon written notification any
fees applicable to Your use of the Oracle Linux/ Oracle VM Service Offering(s) in excess of Your service
rights. If You do not pay, Oracle can end (a) Oracle Linux/ Oracle VM Service Offering(s), (b) Oracle
Linux/Oracle VM-related Service Offering(s) and/or (c) the General Agreement. You agree that Oracle
shall not be responsible for any of Your costs incurred in cooperating with the audit.

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APPENDIX K TO DIR CONTRACT NO. DIR-TSO-4158
Public Sector
Schedule H - Hardware

500 Oracle Parkway Redwood Shores, CA
94065
Your Name:
This Public Sector Hardware Schedule (this "Schedule H") is a Schedule to the General Terms referenced
above. The General Terms and this Schedule H, together with any other Schedules that reference the General
Terms, are the General Agreement. As used in this Schedule H, “you”, “You”, “your” or “Your” shall refer to
the Customer placing an order under DIR-TSO-4158.
1. DEFINITIONS
1.1 “Commencement Date” for the Hardware, Operating System and Integrated Software refers to the
date the Hardware is delivered. For Integrated Software Options, the Commencement Date refers to the
date that Oracle both parties fully sign an order for an Integrated Software Option.
1.2 “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 in the
Integrated Software Options License Rules.
1.3 Capitalized terms used but not defined in this Schedule H have the meanings set forth in the
General Terms.
2. RIGHTS GRANTED
2.1 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. Your Hardware order may also include Integrated Software
Options. Integrated Software Options may not be activated or used until You separately order them and
pay the fees as set forth in and in accordance with such Order.
2.2 You have the right to use the Operating System delivered with the Hardware subject to the terms of
DIR Contract No. DIR-TSO-4158 and the license agreement(s) delivered with the Hardware. Current
versions of the license agreements 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.
2.3 You have the limited, non-exclusive, royalty free, non-transferable, non-assignable right to use
Integrated Software delivered with the Hardware subject to the terms of this Schedule H and the applicable
documentation. You are licensed to use that Integrated Software and any Integrated Software 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 to use Integrated Software
Options that You separately order subject to the terms of this Schedule H, the applicable documentation
and the Integrated Software Options License Rules; the Integrated Software Options License Rules are
incorporated in and made a part of this Schedule H. You are licensed to use those Integrated Software
DIR-TSO-4158 Appendix I - Systems_OMA Schedule H (OMA-H) US Public Sector_v101912 Page 1 of 4

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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 Options
License Rules. In the event of any conflict between DIR Contract No. DIR-TSO-4158, the General
Agreement and the Integrated Software Options License Rules, DIR Contract No. DIR-TSO-4158 shall
take precedence.
2.4 The Operating System or Integrated Software or Integrated Software Options (or all three) 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, Integrated Software
and Integrated Software Options under such terms are not restricted in any way by the General Agreement
including this Schedule H. 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, Integrated
Software, and Integrated Software Options.
For GPLv2, LGPLv2.1, GPLv3 and LGPLv3 licensed code You received as binaries on physical media,
You may receive a copy of the source code (“source code”) on media via postal service by submitting a
written request at http://www.oracle.com/technetwork/opensource/index.html. 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; in such 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 applicable Product, or in the case of code licensed under
the GPLv3, You may send a request for as long as Oracle offers spare parts or technical support for the
applicable Product model. This offer only applies if You received Your Operating System, Integrated
Software or Integrated Software Options on physical media.
2.5 Upon payment for Hardware-related Service Offerings, You have the non-exclusive, non-assignable,
royalty free, perpetual, limited right to use for Your internal business operations anything developed by
Oracle and delivered to You under this Schedule H (“deliverables”); however, certain deliverables may be
subject to additional license terms which are provided in the order.
3. RESTRICTIONS
3.1 You may only make copies of the Operating System, Integrated Software and Integrated Software
Options for archival purposes, to replace a defective copy, or for program verification. You shall not
remove any copyright notices or labels on the Operating System, Integrated Software or Integrated
Software Options. You shall not decompile or reverse engineer (unless required by law for interoperability)
the Operating System or Integrated Software.
3.2 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.
3.3 The prohibition on the assignment or transfer of the Operating System or any interest in it under
section 15 of the General Terms shall apply to all Operating Systems licensed under this Schedule H,
except to the extent that such prohibition is rendered unenforceable under applicable law.
4. TRIAL PROGRAMS
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 those additional Programs for trial, non-production purposes for up to 30
days from the date of delivery provided that You may not use the trial Programs to provide or attend third
party training on the content and/or functionality of the Programs. 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 reseller. If
You decide not to obtain a license for any Program after the 30 day trial period, You will cease using and
promptly 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
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5. TECHNICAL SUPPORT
5.1 Oracle Hardware and Systems Support acquired with Your order may be renewed annually and, if
You renew Oracle Hardware and Systems Support for the same systems and same configurations, for
the first and second renewal years the technical support fee will not increase by more than 4% over the
prior year’s fees.
5.2 If ordered, Oracle Hardware and Systems Support (including first year and all subsequent years) is
provided under Oracle’s Hardware and Systems Support Policies in effect at the time the technical support
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 technical support
services. The Oracle Hardware and Systems Support Policies are incorporated in this Schedule H and
are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of
technical support services provided during the period for which fees for Oracle Hardware and Systems
Support have been paid. You should review the policies prior to entering into the order for technical support
services. You may access the current version of the Oracle Hardware and Systems Support Policies at
5.3 Oracle Hardware and Systems Support is effective upon the Commencement Date of the Hardware
or upon the effective date of the order if shipment of Hardware is not required.
6. HARDWARE-RELATED SERVICE OFFERINGS
In addition to technical support, You may order a limited number of Hardware-related Service Offerings
under this Schedule H as listed in the Hardware-Related Service Offerings document, which is at
http://oracle.com/contracts. You agree to provide Oracle with all information, access and full good faith
cooperation reasonably necessary to enable Oracle to deliver these Service Offerings and You will perform
the actions identified in the order as Your responsibility. If while performing these Service Offerings Oracle
requires access to another vendor’s 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. Service Offerings provided may be related to Your license to use Products owned or
distributed by Oracle which You acquire under a separate order. The agreement referenced in that order
shall govern Your use of such Products.
7. AUDIT
Upon 45 days written notice, Oracle may audit Your use of the Operating System, Integrated Software and
Integrated Software Options. You agree to cooperate with Oracle’s audit and provide reasonable
assistance and access to information. Any such audit shall not unreasonably interfere with Your normal
business operations. You agree to pay, in accordance with Appendix A, Section 8J of DIR Contract No.
DIR-TSO-4158, upon written notification any fees applicable to Your use of the Operating System,
Integrated Software and Integrated Software Options in excess of Your license rights. If You do not pay,
Oracle can end (a) Service Offerings (including technical support) related to the Operating System,
Integrated Software and Integrated Software Options, (b) licenses of the Operating System, Integrated
Software and Integrated Software Options ordered under this Schedule H and related agreements and/or
(c) the General Agreement. You agree that Oracle shall not be responsible for any of Your costs incurred
in cooperating with the audit.
8. ORDER LOGISTICS
8.1 Delivery, Installation and Acceptance of Hardware
8.1.1 You are responsible for installation of the Hardware unless You purchase installation services
from Oracle for that Hardware.
8.1.2 Oracle will deliver the Hardware to the delivery address specified by You on Your purchasing
document or when Your purchasing document does not indicate a ship to address, the location
specified on the order. The applicable country specific Hardware shipping terms are located in the
Order and Delivery Policies, which may be accessed at http://oracle.com/contracts.
8.1.3 Acceptance of the Hardware is deemed to occur upon customer notice of acceptance in
accordance with section C of Appendix F of DIR-TSO-4158.

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8.1.4 Oracle may make and invoice You for partial deliveries in accordance with Appendix A,
Section 8I of DIR Contract No. DIR-TSO-4158.
8.1.5 Oracle may make substitutions and modifications to the Hardware that do not cause a material
adverse effect in overall Hardware performance.
8.1.6 Oracle will use its reasonable commercial efforts to deliver the Hardware within a timeframe
that is consistent with Oracle’s past practices regarding the amount and type of Hardware that You
have ordered.
8.2 Transfer of Title
Title to the Hardware will transfer upon delivery.
8.3 Territory
The Hardware shall be installed in the country/countries 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.
8.4 Pricing, Invoicing, and Payment Obligation
8.4.1 You may change a Hardware order prior to shipment subject to the then current change order
fee as established by Oracle from time to time. The applicable change order fees and a description
of allowed changes are defined in the Order and Delivery Policies, which may be accessed at
8.4.2 In entering into payment obligations under an order, 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 General Agreement, 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 under an order and the General Agreement.
8.4.3 Hardware and Integrated Software Options fees are invoiced as of the respective
Commencement Dates.
8.4.4 Hardware-related Service Offering fees are invoiced after performance of the Hardware-related
Service Offering performance; specifically, technical support fees are invoiced quarterly in arrears.
The period of performance for all Hardware-related Service Offerings is effective upon the
Commencement Date of the Hardware or upon the effective date of the order if shipment of Hardware
is not required.

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APPENDIX L TO DIR CONTRACT NO. DIR-TSO-4158
Schedule M –
Oracle Managed Cloud Services

500 Oracle Parkway
Your Name:
General Terms Reference Number: US-GMA-1889764
This Oracle Managed Cloud Services Schedule (this “Schedule M") is a Schedule to the General Terms referenced
above. For purposes of the Services under DIR Contract No. DIR-TSO-4158, this Schedule M, the General Terms
and this Schedule M constitute, collectively, the “General Agreement”; terms in other Schedules to the General
Terms, such as Schedule P (Program Schedule), do not apply to the Services ordered under this Schedule. All
references to “On Demand Services” in this Schedule M and any ancillary documents (such as the General
Agreement, any Ordering Documents, Statements of Work, or Statement of Work Schedules) shall mean “Oracle
Managed Cloud Services”. In the event of any inconsistencies between the Appendix G- Public Sector General
Terms and this Schedule M, this Schedule M shall take precedence. This Schedule M shall coterminate with the
General Terms.
1. DEFINITIONS
1.1 Capitalized terms used but not defined in this Schedule M shall have the meaning set forth in the General
Terms or in Your Ordering Document including the Oracle Managed Cloud Services Definitions Schedule.
1.2 "Services" refers to Managed Cloud Services which You have ordered from Oracle under an Ordering
Document referencing this Schedule M.
2. RIGHTS GRANTED
2.1 During the services term, You will have a limited, non-exclusive, non-assignable, right to access and use the
Oracle Managed Cloud Services specified in Your Ordering Document(s) solely for Your internal business
operations, and subject to the terms of DIR Contract No. DIR-TSO-4158, this Schedule M, the General Terms
and the applicable Ordering Documents. You may not use the Services for the purpose of timesharing or use as
service bureau, subscription service, software as a service or for other hosting, rental, lease, sublicense or
sharing arrangements. Your use of Oracle Programs is subject to Your license agreement for such programs;
Your right to use Tools provided by Oracle as part of the Oracle Managed Cloud Services may be subject to
separate license or service agreement terms.
2.2 You retain all ownership and intellectual property rights in and to Your data. Oracle or its licensors retain all
ownership and intellectual property rights to the Services, Oracle Programs and anything developed by Oracle and
delivered to You under this Schedule M.
3. SEGMENTATION
You acknowledge that the Managed Cloud Services acquired under an Ordering Document were bid by Oracle
separately from any Oracle Program Licenses and other services, that You may acquire Oracle Program licenses
without acquiring Managed Cloud Services or other services, and that fees for Managed Cloud Services do not
include associated program licenses or technical support.
4. PROGRAM LICENSES AND TECHNICAL SUPPORT
You acknowledge that (i) You have separately acquired and will continue to maintain for the duration of the
Managed Cloud Services the licenses and Oracle Software Update License & Support (also referred to as “Premier
Support”), or any equivalent successor Oracle technical support offering, for any necessary Oracle programs,
including those for which the Managed Cloud Services are provided, (ii) You will maintain licenses and technical
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support for any Third Party Software or Required Software used in Your Environment, and (iii) Your use of such
programs and technical support are governed solely by the agreement(s) under which such licenses and technical
support are obtained.
5. YOUR OBLIGATIONS
5.1 You acknowledge that Oracle’s ability to perform the Services depends upon Your fulfillment of the following
obligations:
a. You are responsible for Your, Your Users’ and Your third parties’ use of and access to networks, systems
and all Environments, including use of and access to Your data and for compliance by You and such third
parties with the terms of the DIR Contract No. DIR-TSO-4158, the General Agreement, as well as the
applicable Ordering Document and Statement of Work.
b. For any Administration Services ordered under an Ordering Document, You are responsible for preparing
Your system in accordance with any installation and configuration information provided by Oracle.
c. You are responsible for acquiring and maintaining all applicable software, equipment, and
telecommunications required to connect to the Oracle Managed Cloud Services via a network connection that
meets Oracle’s specifications.
d. As reasonably required by Oracle, You (including Your officers, agents and employees) will provide Oracle
with (i) timely assistance and cooperation, (ii) complete and accurate information, and (iii) access to the
relevant functional, technical and business resources with adequate skills and knowledge to support the
performance of Services.
e. You shall obtain at Your sole expense any and all rights (including license rights) and consents from third
parties necessary for Oracle and its subcontractors to access Third Party Software or perform the Services
under this Schedule M. Unless specified otherwise in the applicable Statement of Work, You are solely
responsible for maintenance of, the performance of, any testing of, and resolving any issues related to, Third
Party Software, and any other software transitioned into Your Environment(s) without Oracle’s prior consent,
as well as the impact that such Third Party Software and such other software may have on the Oracle Managed
Cloud Services.
f. For any Services that involve on-site delivery, Oracle will deliver such Services to the customer address(es)
specified in the applicable Ordering Document during local business hours, excluding local public holidays.
You and Oracle may mutually agree in writing that such Services be delivered at other location(s). You agree
to use reasonable efforts to schedule on-site Services by each on-site Oracle Managed Cloud resource for a
minimum of eight (8) continuous hours of Services per day.
g. You shall not use or permit use of the Oracle Managed Cloud Services (including by uploading, emailing,
posting, publishing or otherwise transmitting any material) for any purpose that may (i) menace or harass any
person or cause damage or injury to any person or property; (ii) involve the publication of any material that is
false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm;
(iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of
intellectual property or other proprietary rights; or (vi) otherwise violate applicable laws, ordinances or
regulations. In addition to any other rights afforded to Oracle under the Agreement and the applicable Ordering
Document, Oracle reserves the right to remove or disable access to any material that violates the foregoing
restrictions. Oracle shall have no liability to You in the event that Oracle takes such action.
6. TERMINATION
6.1 Oracle may temporarily suspend the Managed Cloud Services under an Ordering Document if (i) Your
licenses and/or technical support for the Oracle programs specified in an Ordering Document lapse, (ii) You violate
a restriction set forth in Section 5.1.h of this Schedule M, (iii) in Oracle’s reasonable judgment, the Services or any
component thereof are about to suffer a significant threat to security or functionality; or (iv) Your Environment(s)
malfunctions or otherwise affects network access within or to Oracle’s Data Center(s) or another customer’s
environment. Oracle will provide notice to You regarding any such suspension promptly based on the nature of the
circumstances and, if permitted by law, will provide a description of the cause of such suspension. During any
suspension period, Oracle will make available to You data as existing in the Environment on the date of
suspension. Oracle will use reasonable efforts to re-establish the affected Managed Cloud Services promptly after
Oracle determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured.
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Oracle may terminate the applicable Ordering Document and the Managed Cloud Services thereunder if any of
the foregoing causes of suspension is not cured within thirty calendar days after Oracle’s initial notice thereof. This
section does not excuse Your obligation to pay for services performed.
7. WARRANTY AND DISCLAIMERS
The sole and exclusive warranty for Services provided to You is that Oracle warrants that the Services will be
provided in all material respects in accordance with the Service Level set forth in the applicable Ordering
Document. TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND ALL OTHER
WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED,
INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS, OR FOR MERCHANTABILITY,
SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. ORACLE DOES NOT WARRANT
THAT SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE THAT
ORACLE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,
INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS,
AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ORACLE IS
NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS.
8. EXCLUSIVE REMEDY FOR BREACH OF WARRANTY
If the Services provided to You for any given month during the services term were not in accordance with the
warranty specified in Section 7, You must provide written notice to Oracle no later than five (5) business days after
the last day of that particular month. Your notice must contain a description of the deficiency in Services (including
the Service Request number notifying Oracle of the deficiency in service) and must be submitted to
outsourcingcredit_ww@oracle.com. If applicable, Oracle will remit a services fee credit for such month calculated
in accordance with the Service Level set forth in the applicable Ordering Document for Oracle’s failure to provide
the Services as warranted. The credit will be in the form of a credit towards any outstanding balance for Oracle
Managed Cloud Services owed to Oracle, and the remittance of such credit WILL REPRESENT YOUR
EXCLUSIVE REMEDY, AND ORACLE’S SOLE LIABILITY, FOR ALL BREACHES OF ANY WARRANTY
SPECIFIED IN THIS SCHEDULE M.
9. LIMITATION OF LIABILITY
Limitation of Liability shall be handled in accordance to Appendix A, Section 10.K of DIR Contract No. DIR-TSO-
4158.
10. DATA PRIVACY AND SECURITY
10.1 In performing the Services, Oracle will comply with the Oracle Services Privacy Policy, which is available at
http://www.oracle.com/html/Services-privacy-policy.html and for reference purposes incorporated into the DIR-
TSO-4158 as Appendix O. The Oracle Services Privacy Policy is subject to change at Oracle’s discretion,
however, Oracle changes to the policy will not result in a material reduction in the level of protection provided for
Your data during the applicable services term. Our respective responsibilities for maintaining the privacy and
security of Your production data in connection with Oracle Managed Cloud Services are described in the security
Schedule included within the applicable Statement of Work.
10.2 Oracle’s Data Processing Agreement for Oracle Cloud Services (the “Data Processing Agreement”) is
available at http://www.oracle.com/dataprocessingagreement and incorporated into the DIR-TSO-4158 as
Appendix N. This describes the parties’ respective roles for the processing and control of Personal Data that You
provide to Oracle as part of the Oracle Managed Cloud Services. Oracle will act as a data processor, and will act
on Your instruction concerning the treatment of Your Personal Data residing in the Environment, as specified in
this Schedule M, the applicable Ordering Document, and the Data Processing Agreement for Oracle Cloud
Services. You agree to provide any notices and obtain any consents related to Your use of the Services and
Oracle’s provision of the Services, including those related to the collection, use, processing, transfer and
disclosure of Personal Data.
10.3 You are responsible for making Oracle aware of any technical requirements that result from Your regulatory
obligations prior to entering into an Ordering Document and may be required to purchase, additional Services from
Oracle (e.g., Oracle HIPAA Security Services) to address particular data protection requirements applicable to
Your business or Your data.
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10.4 Oracle America, Inc. subscribes to the United States/European Union Safe Harbor Principles, and, as a
result, appears on the U.S. Department of Commerce Safe Harbor list (available at
http://www.export.gov/safeharbor) as of the effective date of this Schedule M. Oracle’s Safe Harbor certification
specifically includes Oracle’s performance of hosting services for customer-provided personal information.
10.5 Any data provided by You that resides in Your Oracle Managed Cloud Services Environment(s) shall be Your
confidential information as defined in the General Terms. You agree to provide any notices and obtain any
consents related to Your use of Oracle Managed Cloud Services and Oracle’s provision of the Services, including
those related to the collection, use, processing, transfer and disclosure of personal information. You shall have
sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of
Your data.
11. SERVICE MONITORING AND VERIFICATION
11.1 Oracle may use Tools to review and administer Your Environment(s) (e.g., to perform environment clones,
password changes, monitoring and file system maintenance), and to help resolve Your Oracle Service Requests.
The Tools will not collect, report or store any production data residing in Your Environment(s), except as necessary
and for the duration needed to troubleshoot Service Requests or other Problems in Your Environment(s). You
agree that except as set forth in this paragraph, You may not access or use the Tools; any Tools provided by
Oracle as part of the Services for Your use are provided on an “as is” basis; Oracle does not provide technical
support or offer any warranties for such Tools.
11.2 Oracle at its own expense 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 audit shall not unreasonably interfere
with Your normal business operations. You agree that Oracle shall not be responsible for any of Your costs incurred
in cooperating with the audit.
12. CHANGE CONTROL
Oracle shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations
until You and Oracle agree in writing to the proposed change in (i) a new Oracle Managed Cloud Services Ordering
Document, (ii) an Oracle Managed Cloud Services Ordering Document Amendment that references the applicable
underlying Ordering Document, or (iii) for certain services, a purchase order that references the applicable
underlying Ordering Document.
13. EXPORT
13.1 Export laws and regulations of the United States and any other relevant local export laws and regulations
apply to the Services and Oracle Programs. You agree that such export control laws govern Your use of the
Services and the Oracle Programs (including technical data) and any Services deliverables provided under any
Ordering Document, 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, software programs and/or materials
related to or 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.
13.2 You acknowledge that the Managed Cloud Services are designed with capabilities for You and End Users to
access the Environment without regard to geographic location and to transfer or otherwise move Your data
between the Environment and other locations such as User workstations. You are solely responsible for the
authorization and management of User accounts, as well as export control and geographic transfer of Your data.
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APPENDIX M TO DIR CONTRACT NO. DIR-TSO-4158
S Schedule C – Cloud Services- PUBLIC SECTOR

500 Oracle Parkway
Your Name:
This Public Sector Cloud Services Schedule (this “Schedule C") is a Schedule to the General Terms referenced above. DIR
Contract No. DIR-TSO-4158, the General Terms and this Schedule C, together with any other Schedules that reference the
General Terms, are the General Agreement, notwithstanding however that such other Schedules (Schedule P, Schedule H,
Schedule S, Schedule M, Schedule LVM) shall not apply to the Services ordered under this Schedule C. As used in this Schedule
C, “you”, You”, “your” or “Your” shall refer to the Customer placing an order under DIR Contract No. DIR-TSO-4158.
1. DEFINITIONS
1.1 “Ancillary Program” means any software agent or tool owned or licensed by Oracle that Oracle makes available to You for
download as part of the Cloud Services for purposes of facilitating Your access to, operation of, and/or use with, the Services
Environment. The term “Ancillary Program” does not include Separately Licensed Third Party Technology.
1.2 “Cloud Services” means, collectively, the Oracle cloud services (e.g., Oracle software as a service offerings and related
Oracle Programs) listed in Your order and defined in the Service Specifications. The term “Cloud Services” does not include
Technical Cloud Services.
1.3 “Data Center Region” refers to the geographic region in which the Services Environment is physically located. The Data
Center Region applicable to the Cloud Services is set forth in Your order.
1.4 “Oracle Programs” refers to the software products owned or licensed by Oracle to which Oracle grants You access as part
of the Cloud Services, including Program Documentation, and any program updates provided as part of the Cloud Services.
The term “Oracle Programs” does not include Separately Licensed Third Party Technology.
1.5 “Technical Cloud Services” means, collectively, the Cloud Services-related technical services that You have ordered under
this Schedule C. Technical Cloud Services include any deliverables described in Your order and delivered by Oracle to You
under the order. The term “Technical Cloud Services” does not include Cloud Services or services provided under Schedules
P or S to the General Terms.
1.6 “Program Documentation” refers to the user manuals referenced within the Service Specifications for Cloud Services, as
well as any help windows and readme files for the Oracle Programs that are accessible from within the Services. For Oracle
Infrastructure-as-a-Service (IaaS) Cloud Services, “Program Documentation” includes documentation, help windows and
readme files for the IaaS hardware products. The Program Documentation describes technical and functional aspects of the
Oracle Programs. You may access the documentation online at http://oracle.com/contracts or such other address specified by
Oracle.
1.7 “Separate Terms” refers to separate license terms between You and a third party licensor that are specified in the Program
Documentation, Service Specifications, readme or notice files and that apply to Separately Licensed Third Party Technology.
1.8 “Services” means, collectively, the Cloud Services and Technical Cloud Services ordered by You under this Schedule C.
1.9 “Services Environment” refers to the combination of hardware and software components owned, licensed or managed by
Oracle to which Oracle grants You and Your Users access as part of the Cloud Services which You have ordered. As
applicable and subject to the terms of DIR Contract No. DIR-TSO-4158 and this General Agreement and Your order, Oracle
Programs, Third Party Content, Your Content and Your Applications may be hosted in the Services Environment.
1.10 “Service Specifications” means the descriptions on www.oracle.com/contracts, or such other address specified by
Oracle, that are applicable to the Services under Your order, including any Program Documentation, hosting, support and
security policies (for example, the Oracle Cloud Hosting and Delivery Policies), and other descriptions referenced or incorporated
in such descriptions or Your order.
Cloud OMA Schedule C – Public Sector_v090213 Page 1 of 7

Appendix M to DIR Contract No. DIR-TSO-4158
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1.11 “Services Period” refers to the period of time for which You have ordered Cloud Services as specified in Your order.
1.12 “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs
and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle and made
available to You through, within, or in conjunction with Your use of, the Cloud Services. Examples of Third Party Content include
data feeds from social network services, rss feeds from blog posts, and data libraries and dictionaries. Third Party Content does
not include Separately Licensed Third Party Technology.
1.13 “Users” means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use
the Cloud Services in accordance with this General Agreement and Your order. For Cloud Services that are specifically designed
to allow Your customers, suppliers, or other third parties to access the Cloud Services to interact with You, such third parties
will be considered “Users” subject to the terms of DIR Contract No. DIR-TSO-4158 and this General Agreement and Your
order.
1.14 “Your Applications” means all software programs, including any source code for such programs, that You or Your Users
provide and load onto, or create using, any Oracle “platform-as-a-service” or “infrastructure-as-a-service” Cloud Services.
Services under this General Agreement, including Oracle Programs and Services Environments, Oracle intellectual property,
and all derivative works thereof, do not fall within the meaning of the term “Your Applications.”
1.15 “Your Content” means all text, files, images, graphics, illustrations, information, data (including Personal Data as that term
is defined in the Data Processing Agreement for Oracle Cloud Services described in Section 10.2 below), audio, video,
photographs and other content and material (other than Your Applications), in any format, provided by You or Your Users that
reside in, or run on or through, the Services Environment.
1.16 Capitalized terms used but not defined in this Schedule C have the meanings set forth in the General Terms.
2. RIGHTS GRANTED
2.1 For the duration of the Services Period and subject to Your payment obligations, and except as otherwise set forth in DIR
Contract No. DIR-TSO-4158 and this General Agreement or Your order, You have the non-exclusive, non-assignable, royalty
free, worldwide, limited right to access and use the Services that You ordered, including anything developed by Oracle and
delivered to You as part of the Services, solely for Your internal business operations and subject to the terms of DIR Contract
No. DIR-TSO-4158 and this General Agreement and Your order, including the Service Specifications. You may allow Your
Users to use the Services for this purpose and You are responsible for Your Users’ compliance with this General Agreement
and the order.
2.2 You do not acquire under this General Agreement any right or license to use the Services, including the Oracle Programs
and Services Environment, in excess of the scope and/or duration of the Services stated in Your order. Upon the end of the
Services ordered, Your right to access and use the Services will terminate.
2.3 To enable Oracle to provide You and Your Users with the Services, You grant Oracle the right to use, process and transmit,
in accordance with this General Agreement and Your order, Your Content and Your Applications for the duration of the Services
Period plus any additional post-termination period during which Oracle provides You with access to retrieve an export file of
Your Content and Your Applications. If Your Applications include third party programs, You acknowledge that Oracle may allow
providers of those third party programs to access the Services Environment, including Your Content and Your Applications, as
required for the interoperation of such third party programs with the Services. Oracle will not be responsible for any use,
disclosure, modification or deletion of Your Content or Your Applications resulting from any such access by third party program
providers or for the interoperability of such third party programs with the Services.
2.4 Except as otherwise expressly set forth in Your order for certain Cloud Services offerings (e.g., a private cloud hosted at
Your facility), You acknowledge that Oracle has no delivery obligation for Oracle Programs and will not ship copies of such
programs to You as part of the Services.
2.5 The Services may contain or require the use of Separately Licensed Third Party Technology. You are responsible for
complying with the Separate Terms specified by Oracle that govern Your use of Separately Licensed Third Party Technology.
Oracle may provide certain notices to You in the Service Specifications, Program Documentation, readme or notice files in
connection with Separately Licensed Third Party Technology. The third party owner, author or provider of Separately Licensed
Third Party Technology retains all ownership and intellectual property rights in and to such Separately Licensed Third Party
Technology.
2.6 As part of certain Cloud Services offerings, Oracle may provide You with access to Third Party Content within the Services
Environment. The type and scope of any Third Party Content is defined in the Service Specifications applicable to Your order.
The third party owner, author or provider of Third Party Content retains all ownership and intellectual property rights in and to
that content, and Your rights to use Third Party Content are subject to, and governed by, the terms applicable to such content
as specified by the third party owner, author or provider.
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3. OWNERSHIP AND RESTRICTIONS
3.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Oracle or its licensors
retain all ownership and intellectual property rights to the Services, including Oracle Programs and Ancillary Programs, and
derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under this General Agreement.
3.2 You may not, and may not cause or permit others to:
a. remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights;
b. make the programs or materials resulting from the Services (excluding Your Content and Your Applications) 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 Services You have acquired);
c. modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or
download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or
similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third
party in building or supporting, products or Services competitive to Oracle;
d. perform or disclose (subject to Appendix A, Section 10.H of DIR Contract No. DIR-TSO-4158) any benchmark or
performance tests of the Services, including the Oracle Programs;
e. perform or disclose any of the following security testing of the Services Environment or associated infrastructure network
discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration
testing; and
f. license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or
otherwise commercially exploit or make available the Services, Oracle Programs, Ancillary Programs, Services
Environments or other Oracle materials to any third party, other than as expressly permitted under the terms of the applicable
order.
4. SERVICE SPECIFICATIONS
4.1 The Services are subject to and governed by Service Specifications applicable to Your order. Service Specifications may
define provisioning and management processes applicable to the Services (such as capacity planning), types and quantities of
system resources (such as storage allotments), functional and technical aspects of the Oracle Programs, as well as any Services
deliverables. You acknowledge that use of the Services in a manner not consistent with the Service Specifications may adversely
affect Services performance and/or may result in additional fees. If the Services permit You to exceed the ordered quantity (e.g.,
soft limits on counts for Users, sessions, storage, etc.), then You are responsible for promptly purchasing such additional quantity
to account for Your excess usage.
4.2 Oracle may make changes or updates to the Services (such as infrastructure, security, technical configurations, application
features, etc.) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use,
and availability of Third Party Content. The Service Specifications are subject to change at Oracle’s discretion; however, Oracle
changes to the Service Specifications will not result in a material reduction in the level of performance or availability of the
applicable Services provided to You for the duration of the Services Period.
4.3 Your order will specify the Data Center Region in which Your Services Environment will reside. As described in the Service
Specifications and to the extent applicable to the Cloud Services that You have ordered, Oracle will provide production, test,
and backup environments in the Data Center Region stated in Your order. Oracle and its affiliates may perform certain aspects
of Cloud Services, such as service administration and support, as well as other Services (including Technical Cloud Services
and disaster recovery), from locations and/or through use of subcontractors, worldwide.
5. USE OF THE SERVICES
5.1 You are responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for
controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account
information. By federating or otherwise associating Your and Your Users’ usernames, passwords and accounts with Oracle,
You accept responsibility for the confidentiality and timely and proper termination of user records in Your local (intranet) identity
infrastructure or on Your local computers. Oracle is not responsible for any harm caused by Your Users, including individuals
who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or
accounts were not terminated on a timely basis in Your local identity management infrastructure or Your local computers. You
are responsible for all activities that occur under Your and Your Users’ usernames, passwords or accounts or as a result of Your
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or Your Users’ access to the Services, and agree to notify Oracle immediately of any unauthorized use. You agree to make
every reasonable effort to prevent unauthorized third parties from accessing the Services.
5.2 You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise
transmitting any material, including Your Content, Your Applications and Third Party Content, for any purpose that may (a)
menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material
that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute
unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other
proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to
Oracle under this General Agreement, Oracle reserves the right, but has no obligation, to take remedial action if any material
violates the restrictions in the foregoing sentence (“Acceptable Use Policy”), including the removal of or disablement of access
to such material. Oracle shall have no liability to You in the event that Oracle takes such action. You shall have sole responsibility
for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your
Applications.
5.3 You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”)
necessary for the proper function and security of the Services, including for the Oracle Programs, as such Patches are generally
released by Oracle as described in the Service Specifications. Oracle is not responsible for performance or security issues
encountered with the Cloud Services that result from Your failure to accept the application of Patches that are necessary for the
proper function and security of the Services. Except for emergency or security related maintenance activities, Oracle will
coordinate with You the scheduling of application of Patches, where possible, based on Oracle’s next available standard
maintenance window.
6. TRIAL USE AND PILOT CLOUD SERVICES
6.1 Oracle may make available certain Cloud Services for trial, non-production purposes. Cloud Services for trial purposes
must be ordered under a separate agreement. Cloud Services acquired for trial purposes are provided on an “as is” and “as
available” basis and may not be used with production data that has not been masked, anonymized or otherwise rendered
unreadable. Oracle does not provide technical or other support or offer any warranties for such Services.
6.2 Oracle may make available “conference room pilots” for certain Cloud Services under a separate agreement. Conference
room pilots ordered by You are described in Your order and are provided solely for You to evaluate and test the Cloud Services
for Your internal business purposes. Conference room pilots are provided by Oracle on an “as is” and “as available” basis, and
Oracle does not provide technical or other support or offer any warranties for such Services. You may not include any production
data in Your conference room pilot Services Environment that has not been masked, anonymized or otherwise rendered
unreadable. You may be required to order certain Technical Cloud Services as a prerequisite to an order for a conference room
pilot.
6.3 Oracle may make available “production pilots” for certain Cloud Services under this General Agreement. Production pilots
ordered by You are described in the Service Specifications applicable to Your order, and are provided solely for You to evaluate
and test Cloud Services for Your internal business purposes. You may be required to order certain Technical Cloud Services
as a prerequisite to an order for a production pilot.
7. FEES, INVOICING AND PAYMENT OBLIGATION
7.1 You agree and acknowledge that You have not relied on the future availability of any Services, programs or updates in
entering into the payment obligations in 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 DIR Contract No. DIR-TSO-4158 and this General
Agreement.
7.2 Services fees are invoiced as set forth in the applicable order and in accordance with Appendix A, Section 8.I of DIR
Contract No. DIR-TSO-4158. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as
provided in DIR Contract No. DIR-TSO-4158 and this General Agreement or Your order.
7.3 Fees for Services listed in an order are exclusive of taxes (if applicable) and expenses. Reimbursement of pre-approved
expenses related to providing any Technical Cloud Services, if any, will be addressed in the relevant ordering document and/or
statement of work and will be in accordance with Appendix A, Section 8.F of DIR Contract No. DIR-TSO-4158.
8. SERVICES PERIOD; END OF SERVICES

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8.1 Services provided under this General Agreement shall be provided for the Services Period defined in Your order, unless
earlier suspended or terminated in accordance with DIR Contract No. DIR-TSO-4158 and this General Agreement or the
order. DIR Contract No. DIR-TSO-4158 and this General Agreement will continue to govern any order for the duration of the
Services Period of such order.
8.2 Upon the end of the Services, You no longer have rights to access or use the Services, including the associated Oracle
Programs and Services Environments; however, at Your request, and for a period of up to 60 days after the end of the applicable
Services Period, Oracle will make available Your Content and Your Applications then in the Services Environment for the
purpose of retrieval by You. At the end of such 60 day period, and except as may be required by law, Oracle will delete or
otherwise render inaccessible any of Your Content and Your Applications that remain in the Services Environment.
8.3 Oracle may temporarily suspend Your password, account, and access to or use of the Services if in Oracle’s reasonable
judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. Oracle will
provide advance notice to You of any such suspension in Oracle’s reasonable discretion based on the nature of the
circumstances giving rise to the suspension. Oracle will use reasonable efforts to re-establish the affected Services promptly
after Oracle determines that the situation giving rise to the suspension has been cured; however, during any suspension period,
Oracle will make available to You Your Content and Your Applications as existing in the Services Environment on the date of
suspension. Oracle may terminate the Services under an order if any of the foregoing causes of suspension is not cured within
30 days after Oracle’s initial notice thereof. This section does not excuse Your obligation to pay for Services provided.
9. NONDISCLOSURE OF YOUR CONTENT AND YOUR APPLICATIONS
Your Content and Your Applications residing in the Services Environment will be considered Confidential Information subject
to DIR Contract No. DIR-TSO-4158, the terms of this section and Section 8 of the General Terms. Oracle will hold such
Confidential Information in confidence for as long as it resides in the Services Environment and will protect the confidentiality
of such Confidential Information in accordance with the Oracle security practices defined in the Service Specifications
applicable to Your order. In addition, Your Personal Data, as defined in the Data Processing Agreement, will be treated in
accordance with the terms of Section 10 below.
10. DATA PROTECTION
10.1 In performing the Services, Oracle will comply with the Oracle Services Privacy Policy, which is available at
http://www.oracle.com/html/Services-privacy-policy.html and is incorporated herein by reference. The Oracle Services Privacy
Policy is subject to change at Oracle’s discretion; however, Oracle policy changes will not result in a material reduction in the
level of protection provided for Your Personal Data provided as part of Your Content during the Services Period of Your order.
For your reference purposes, a copy of the Oracle Services Privacy Policy, current as of the effective date of Amendment One
to DIR Contract No. DIR-TSO-4158, is attached hereto as Appendix O.
10.2 Oracle’s Data Processing Agreement for Oracle Cloud Services (the “Data Processing Agreement”), which is available at
http://www.oracle.com/dataprocessingagreement, and is incorporated herein by reference and incorporated into DIR Contract
No. DIR-TSO-4158 as Appendix N, describes the parties’ respective roles for the processing and control of Personal Data that
You provide to Oracle as part of the Cloud Services. Oracle will act as a data processor, and will act on Your instruction
concerning the treatment of Your Personal Data residing in the Services Environment, as specified in this General Agreement,
the Data Processing Agreement and the applicable order. You agree to provide any notices and obtain any consents related to
Your use of the Services and Oracle’s provision of the Services, including those related to the collection, use, processing, transfer
and disclosure of Personal Data.
10.3 The Service Specifications applicable to Your order define the administrative, physical, technical and other safeguards
applied to Your Content residing in the Services Environment, and describe other aspects of system management applicable to
the Services. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from
Your Content and Your Applications, including any viruses, Trojan horses, worms or other programming routines contained in
Your Content or Your Applications that could limit or harm the functionality of a computer or that could damage, intercept or
expropriate data.
10.4 You may not provide Oracle access to health, payment card or similarly sensitive personal information that imposes specific
data security obligations for the processing of such data unless specified in Your order. If available, You may purchase Services
from Oracle (e.g., Oracle Payment Card Industry Compliance Services, Oracle HIPAA Security Services, Oracle Federal Security
Services, etc.) designed to address particular data protection requirements applicable to Your business or Your Content.

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11.1 Oracle warrants that it will perform (i) Cloud Services in all material respects as described in the Service Specifications,
and (ii) Technical Cloud Services in a professional manner in accordance with 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).
11.2 ORACLE DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN
COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE,
SYSTEMS OR DATA NOT PROVIDED BY ORACLE, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS,
SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT ORACLE DOES NOT CONTROL THE TRANSFER
OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE
SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS
FACILITIES. ORACLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE
RESULTING FROM SUCH PROBLEMS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE
PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR
APPLICATIONS OR THIRD PARTY CONTENT. ORACLE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY
REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY
CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT.
11.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE
LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF 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 YOU THE FEES PAID FOR THE DEFICIENT
SERVICES FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT.
11.4 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.
12. LIMITATION OF LIABILITY
Limitation of Liability will be handled in accordance with Appendix A, Section 10.K of DIR Contract No. DIR-TSO-4158.
13. ADDITIONAL INFRINGEMENT INDEMNIFICATION TERMS

Any additional Infringement Indemnification terms will be handled in accordance with Appendix A, Section 10.A.3 of DIR Contract
No. DIR-TSO-4158.
14. THIRD PARTY WEB SITES, CONTENT, PRODUCTS AND SERVICES
14.1 The Services may enable You to link to, transmit Your Content to, or otherwise access, other Web sites, content, products,
services, and information of third parties. Oracle does not control and is not responsible for such Web sites or any such content,
products, services and information accessible from or provided through the Services, and You bear all risks associated with
access to and use of such Web sites and third party content, products, services and information.
14.2 Any Third Party Content made accessible by Oracle in or through the Services Environment is provided on an “as is” and
“as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or
otherwise objectionable or unlawful, and You acknowledge that Oracle is not responsible for and under no obligation to control,
monitor or correct Third Party Content; however, Oracle reserves the right to take remedial action if any such content violates
applicable restrictions under of this General Agreement, including the removal of, or disablement of access to, such content.
14.3 You acknowledge that: (i) the nature, type, quality and availability 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. (each, a “Third Party Service”), depend on the continuing availability of such third parties’ respective application
programming interfaces (APIs) for use with the Services. Oracle may update, change or modify the Services under this General
Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third
party ceases 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
liability to You. Any change to Third Party Content, Third Party Services or APIs, including their availability or unavailability,
during the Services Period does not affect Your obligations under this General Agreement or the applicable order, and You will
not be entitled to any refund, credit or other compensation due to any such change.

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14.4 Any Third Party Content that You store in Your Services Environment will count towards any storage or other allotments
applicable to the Cloud Services that You ordered.
15. SERVICES TOOLS AND ANCILLARY PROGRAMS
15.1 Oracle may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and
to help resolve Your Oracle service requests. The Tools will not collect or store any of Your Content or Your Applications residing
in the Services Environment, except as necessary to provide the Services or troubleshoot service requests or other problems in
the Services. Information collected by the Tools (excluding Your Content and Your Applications) may also be used to assist in
managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for
license and Services management.
15.2 As part of the Cloud Services, Oracle may provide You with on-line access to download certain Ancillary Programs for use
with the Services. If Oracle does not specify separate terms for such Ancillary Programs, then subject to Your payment
obligations, You have the non-exclusive, non-assignable, royalty-free, worldwide limited right to use such Ancillary Programs
solely to facilitate Your access to, operation of, and/or use of the Services Environment, subject to the terms of this General
Agreement and Your order, including the Services Specifications. Your right to use such Ancillary Programs will terminate upon
the earlier of Oracle’s notice (which may be through posting on https://support.oracle.com or such other URL designated by
Oracle), the end of the Cloud Services associated with the Ancillary Programs, or the date on which the license to use the
Ancillary Programs ends under the Separate Terms specified for such programs.
16. SERVICE ANALYSES
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 Environment 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 or Confidential
Information in a form that could serve to identify You or any individual, or provide information that would compromise the
confidentiality of Your data, and Service Analyses do not constitute Personal Data. Oracle retains all intellectual property rights
in Service Analyses.
17. ADDITIONAL NOTICE TERMS
17.1 To request a termination of Services in accordance with DIR Contract No. DIR-TSO-4158 and this General Agreement,
You must submit a service request to Oracle at the address specified in Your order or the Service Specifications.
17.2 Oracle may give notices applicable to Oracle’s Cloud Services customer base by means of a general notice on the Oracle
portal for the Cloud Services, and notices specific to You by electronic mail to Your e-mail address on record in Oracle’s account
information or by written communication sent by first class mail or pre-paid post to Your address on record in Oracle’s account
information. Unless otherwise agreed to by the parties, in the event of a legal dispute under this Agreement, Oracle will send a
copy of any written legal notices sent to You at the address specified in the applicable ordering document.
18. OTHER
18.1 You understand that Oracle’s business partners, including any third party firms retained by You to provide Technical Cloud
services or applications that interact with the Cloud Services, are independent of Oracle and are not Oracle’s agents. Oracle is
not liable for nor bound by any acts of any such business partner, unless the business partner is providing Services as an Oracle
subcontractor on an engagement ordered under this General Agreement and, if so, then only to the same extent as Oracle would
be responsible for Oracle resources under this General Agreement.
18.2 You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your
Applications, and Third Party Content, as well as other vendor’s products provided by You that You use with the Services,
including such rights and consents as necessary for Oracle to perform the Services under this General Agreement.
18.3 You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable
Oracle to provide the Services and You will perform the actions identified in Your order as Your responsibilities.
18.4 You remain solely responsible for Your regulatory compliance in connection with Your use of the Services. You are
responsible for making Oracle aware of any technical requirements that result from Your regulatory obligations prior to entering
into an order governed by this General Agreement. Oracle will cooperate with your efforts to determine whether use of the
standard Oracle Services offering is consistent with those requirements. Additional fees may apply to any additional work
performed by Oracle or changes to the Services.

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Data Processing Agreement for Oracle Cloud Services

Version January 12, 2018
1. Scope, Order of Precedence and Term
1.1 This data processing agreement (the “Data Processing Agreement”) applies to Oracle’s
Processing of Personal Data as part of Oracle’s provision of Oracle Cloud Services (“Cloud
Services”). The Cloud Services are described in (i) the applicable order for Cloud Services, (ii) the
applicable Agreement or other applicable master agreement by and between You and Oracle in
which this Data Processing Agreement is referenced, and (iii) the Service Specifications (i, ii and iii
collectively the “Cloud Services Agreement”).
1.2 Unless otherwise expressly stated in the order, this version of the Data Processing Agreement is
incorporated into and subject to the terms of the Cloud Services Agreement, and shall be effective and
remain in force for the Service Period of the Cloud Services.
1.3 Except as expressly stated otherwise in this Data Processing Agreement or the order, in the event of
any conflict between the terms of the Cloud Services Agreement, including any policies or schedules
referenced therein, and the terms of this Data Processing Agreement, the relevant terms of this Data
Processing Agreement shall take precedence.
2. Definitions
2.1 “Applicable Data Protection Law” means (i) Directive 95/46/EC of October 24, 1995, as amended, on
the protection of individuals with regard to the Processing of Personal Data and on the free movement of
such data (‘Directive’) until such time that it is replaced by Regulation (EU) 2016/679 of 27 April 2016 on
the protection of natural persons with regard to the processing of personal data and on the free movement
of such data, applicable as of May 25, 2018; and (ii) any other data privacy or data protection law or
regulation that applies to the Processing of Personal Data under this Data Processing Agreement;
2.2 “You” means the customer entity that has executed the order;
2.3 “Data Subject”, “Data Protection Impact Assessments”, “Data Protection Officer”,
“Process/Processing”, “Supervisory Authority”, “Controller”, “Processor” and “Binding Corporate Rules”
(or any of the equivalent terms) have the meaning set forth under Applicable Data Protection Law;
2.4 “EU Model Clauses” means the standard contractual clauses annexed to the EU Commission
Decision 2010/87/EU of 5 February 2010 for the Transfer of Personal Data to Processors established in
Third Countries under the Directive 95/46/EC, or any successor standard contractual clauses that may be
adopted pursuant to an EU Commission decision;
2.5 “Argentinean Model Clauses” means the Model Agreement of International Transfer of Personal Data
for the case of Personal Data Assignment (Contrato modelo de transferencia internacional de datos
personales con motivo de la cesión de datos personales), approved by the National Directorate for
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Personal Data Protection on 2 November 2016;
2.6 “Oracle” means the Oracle Affiliate that has executed the order;
2.7 “Oracle Affiliate(s)” means the subsidiar(y)(ies) of Oracle Corporation that may assist in
the performance of the Cloud Services as set forth in Section 3.3;
2.8 “Personal Data” means any information relating to a Data Subject that Oracle may Process on Your
behalf as part of the Cloud Services;
2.9 “Third Party Subprocessor” means a third party subcontractor, other than an Oracle Affiliate,
engaged by Oracle and which may Process Personal Data as set forth in Section 3.3.
Other capitalized terms have the definitions provided for them in the Cloud Services Agreement or as
otherwise specified below.
3. Controller and Processor of Personal Data and Purpose of Processing
3.1 You are and will at all times remain the Controller of the Personal Data Processed by Oracle under
the Cloud Services Agreement. You are responsible for compliance with Your obligations as a Controller
under Applicable Data Protection Law, in particular for justification of any transmission of Personal Data
to Oracle (including providing any required notices and obtaining any required consents and/or
authorizations, or otherwise securing an appropriate legal basis under Applicable Data Protection Law),
and for Your decisions and actions concerning the Processing of such Personal Data.
3.2 Oracle is and will at all times remain a Processor with regard to the Personal Data provided by You
to Oracle under the Cloud Services Agreement. Oracle is responsible for compliance with its
obligations under this Data Processing Agreement and for compliance with its obligations as a
Processor under Applicable Data Protections Law.
3.3 Oracle and any persons acting under the authority of Oracle, including any Oracle Affiliates and
Third Party Subprocessors as set forth in Section 8, will Process Personal Data solely for the purpose of
(i) providing the Cloud Services in accordance with the Cloud Services Agreement and this Data
Processing Agreement (ii) complying with Your documented written instructions in accordance with
Section 5, or (iii) complying with Oracle’s regulatory obligations in accordance with Section 13.
4. Categories of Personal Data and Data Subjects
4.1 In order to perform the Cloud Services and depending on the Cloud Services You have ordered,
Oracle may Process some or all of the following categories of Personal Data: personal contact information
such as name, home address, home telephone or mobile number, fax number, email address, and
passwords; information concerning family, lifestyle and social circumstances including age, date of birth,
marital status, number of children and name(s) of spouse and/or children; employment details including
employer name, job title and function, employment history, salary and other benefits, job performance and
other capabilities, education/qualification, identification numbers, social security details and business
contact details; financial details; goods and services provided; unique IDs collected from mobile devices,
network carriers or data providers, IP addresses, and online behavior and interest data.
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4.2 Categories of Data Subjects whose Personal Data may be Processed in order to perform the Cloud
Services may include, among others, Your representatives and end users, such as Your employees, job
applicants, contractors, collaborators, partners, suppliers, customers and clients.
4.3 Additional categories of Personal Data and/or Data Subjects may be described in the Cloud Services
Agreement. Unless otherwise specified in Your order (including in the Service Specifications), Your
Content may not include any sensitive or special personal data that imposes specific data security or
data protection obligations on Oracle in addition to or different from those specified in the Service
Specifications.
5. Your Instructions
5.1 Oracle will Process Personal Data on Your written instructions as specified in the Cloud Services
Agreement and this Data Processing Agreement, including instructions regarding data transfers as set
forth in Section 7.
5.2 You may provide additional instructions in writing to Oracle with regard to Processing of Personal
Data in accordance with Applicable Data Protection Law. Oracle will comply with all such instructions to
the extent necessary for Oracle to (i) comply with its Processor obligations under Applicable Data
Protection Law; or (ii) assist You to comply with Your Controller obligations under Applicable Data
Protection Law relevant to Your use of the Cloud Services, including assistance with notifying Personal
Data breaches as set forth in Section 11, Data Subject requests as set forth in Section 6, and Data
Protection Impact Assessments (DPIAs).
5.3 To the extent required by Applicable Data Protection Law, Oracle will immediately inform You if, in
its opinion, Your instruction infringes Applicable Data Protection Law. You acknowledge and agree that
Oracle is not responsible for performing legal research and/or for providing legal advice to You.
5.4 Without prejudice to Oracle’s obligations under this Section 5, the parties will negotiate in good faith
with respect to any charges or fees that may be incurred by Oracle to comply with instructions with
regard to the Processing of Personal Data that require the use of resources different from or in addition
to those required for the provision of the Cloud Services.
6. Rights of Data Subjects
6.1 Oracle will grant You electronic access to Your Cloud Services environment that holds Personal Data
to enable You to respond to requests from Data Subjects to exercise their rights under Applicable Data
Protection Law, including requests to access, delete or erase, restrict, rectify, receive and transmit, block
access to or object to Processing of specific Personal Data or sets of Personal Data.
6.2 To the extent such electronic access is not available to You, You can submit a “service request” via
My Oracle Support, or other applicable primary support tool provided for the Services), and provide
detailed written instructions to Oracle (including the Personal Data necessary to identify the Data
Subject) on how to assist with such Data Subject requests in relation to Personal Data held in Your
Cloud Services environment. Oracle will promptly follow such instructions. If applicable, the parties will
negotiate in good faith with respect to any charges or fees that may be incurred by Oracle to comply with
instructions that require the use of resources different from or in addition to those required for the
provision of the Cloud Services.
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6.3 If Oracle directly receives any Data Subject requests regarding Personal Data, it will promptly pass on
such requests to You without responding to the Data Subject if the Data Subject identifies You as the
Data Controller. If the Data Subject does not identify You, Oracle will instruct the Data Subject to contact
the entity responsible for collecting their Personal Data.
7. Personal Data Transfers
7.1 Personal Data held in Your Cloud Services environment will be hosted in the data center region
specified in the Cloud Services Agreement or otherwise selected by You. Oracle will not migrate Your
Cloud Services environment to a different data center region without Your prior written authorization.
7.2 Without prejudice to Section 7.1, Oracle may access and Process Personal Data on a global basis
as necessary to perform the Cloud Services, including for IT security purposes, maintenance and
performance of the Cloud Services and related infrastructure, Cloud Services technical support and
Cloud Service change management.
7.3 To the extent such global access involves a transfer of Personal Data originating from the European
Economic Area (“EEA”) or Switzerland to Oracle Affiliates or Third Party Subprocessors located in
countries outside the EEA or Switzerland that have not received a binding adequacy decision by the
European Commission or by a competent national EEA data protection authority, such transfers are
subject to (i) the terms of the EU Model Clauses incorporated into this Data Processing Agreement by
reference; or (ii) other binding and appropriate transfer mechanisms that provide an adequate level of
protection in compliance with Applicable Data Protection Law, such as approved Binding Corporate Rules
for Processors. For the purposes of the EU Model Clauses, You and Oracle agree that (i) You will act as
the data exporter on Your own behalf and on behalf of any of Your entities, (ii) Oracle will act on its own
behalf and/or on behalf of the relevant Oracle Affiliates as the data importers, (iii) any Third Party
Subprocessors will act as ‘subcontractors’ pursuant to Clause 11 of the EU Model Clauses.
7.4 To the extent such global access involves a transfer of Personal Data originating from Argentina to
Oracle Affiliates or Third Party Subprocessors located in countries outside Argentina that have not
received a binding adequacy decision by the National Directorate for Personal Data Protection, such
transfers are subject to (i) the terms of the Argentinean Model Clauses incorporated into this Data
Processing Agreement by reference; or (ii) other binding and appropriate transfer mechanisms that
provide an adequate level of protection in compliance with Applicable Data Protection Law.
7.5 Transfers of Personal Data originating from other locations globally to Oracle Affiliates or Third Party
Subprocessors are subject to (i) for Oracle Affiliates, the terms of the Oracle Intra-Company Data
Processing and Transfer Agreement entered into between Oracle Corporation and the Oracle Affiliates,
which requires all transfers of Personal Data to be made in compliance with all applicable Oracle security
and data privacy policies and standards; and (ii) for Third Party Subprocessors, the terms of the relevant
Oracle Third Party Subprocessor agreement incorporating security and data privacy requirements
consistent with the relevant requirements of this Data Processing Agreement.
7.6 The terms of this Data Processing Agreement shall be read in conjunction with the EU Model
Clauses, the Argentinean Model Clauses and other applicable transfer mechanisms pursuant to this
Section 7.
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8. Oracle Affiliates and Third Party Subprocessors
8.1 Subject to the terms and restrictions specified in Sections 3.3, 7 and 8, You agree that Oracle may
engage Oracle Affiliates and Third Party Subprocessors to assist in the performance of the Cloud
Services.
8.2 Oracle maintains lists of Oracle Affiliates and Third Party Subprocessors that may Process
Personal Data. These lists are available to You via My Oracle Support, Document ID 2121811.1 (or
other applicable primary support tool provided for the Services). If You would like to receive notice of
any intended changes to these lists, You can sign up per the instructions on Document ID 2288528.1.
8.3 Within fourteen (14) calendar days of Oracle providing such notice to You, You may object to the
intended involvement of a Third Party Subprocessor or Oracle Affiliate in the performance of the Cloud
Services, providing objective justifiable grounds related to the ability of such Third Party Subprocessor or
Oracle Affiliate to adequately protect Personal Data in accordance with this Data Processing Agreement
or Applicable Data Protection Law in writing by submitting a “service request” via My Oracle Support, or
other applicable primary support tool provided for the Services. In the event Your objection is justified,
You and Oracle will work together in good faith to find a mutually acceptable resolution to address such
objection, including but not limited to reviewing additional documentation supporting the Third Party
Subprocessors’ or Oracle Affiliate’s compliance with this Data Processing Agreement or Applicable Data
Protection Law, or delivering the Cloud Services without the involvement of such Third Party
Subprocessor. To the extent You and Oracle do not reach a mutually acceptable resolution within a
reasonable timeframe, You shall have the right to terminate the relevant Cloud Services (i) upon serving
prior notice in accordance with the terms of the Cloud Services Agreement; (ii) without liability to You and
Oracle and (iii) without relieving You from Your payment obligations under the Cloud Services
Agreement up to the date of termination. If the termination in accordance with this Section 8.3 only
pertains to a portion of Cloud Services under an order, You will enter into an amendment or replacement
order to reflect such partial termination.
8.4 The Oracle Affiliates and Third Party Subprocessors are required to abide by the same level of data
protection and security as Oracle under this Data Processing Agreement as applicable to their
Processing of Personal Data. You may request that Oracle audit a Third Party Subprocessor or provide
confirmation that such an audit has occurred (or, where available, obtain or assist customer in obtaining
a third-party audit report concerning the Third Party Subprocessor’s operations) to verify compliance
with such obligations. You will also be entitled, upon written request, to receive copies of the relevant
privacy and security terms of Oracle’s agreement with any Third Party Subprocessors and Oracle
Affiliates that may Process Personal Data.
8.5 Oracle remains responsible at all times for the performance of the Oracle Affiliates’ and Third
Party Subprocessors’ obligations in compliance with the terms of this Data Processing Agreement
and Applicable Data Protection Law.
9. Technical and Organizational Measures, and Confidentiality of Processing
9.1 Oracle has implemented and will maintain appropriate technical and organizational security measures
for the Processing of Personal Data. These measures take into account the nature, scope and purposes
of Processing as specified in this Data Processing Agreement, and are intended to protect Personal Data
against the risks inherent to the Processing of Personal Data in the performance of the Cloud Services, in
particular risks from accidental or unlawful destruction, loss, alteration, unauthorized
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disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.
9.2 In particular, Oracle has implemented the physical access, system access, data access,
transmission and encryption, input, data backup, data segregation and security oversight, enforcement
and other security controls and measures specified in the Service Specifications. You are advised to
carefully review the applicable Service Specifications to understand which specific security measures
and practices apply to the particular Cloud Services ordered by You, and to ensure that these measures
and practices are appropriate for the Processing of Personal Data pursuant to this Data Processing
Agreement.
9.3 All Oracle and Oracle Affiliate staff, as well as any Third Party Subprocessors that may
have access to Personal Data are subject to appropriate confidentiality arrangements.
10. OMITTED INTENTIONALLY
11. Incident Management and Personal Data Breach Notification
11.1 Oracle promptly evaluates and responds to incidents that create suspicion of or indicate
unauthorized access to or Processing of Personal Data (“Incident”). All Oracle and Oracle Affiliates
staff that have access to or Process Personal Data are instructed on responding to Incidents, including
prompt internal reporting, escalation procedures, and chain of custody practices to secure relevant
evidence. Oracle’s agreements with Third Party Subprocessors contain similar Incident reporting
obligations.
11.2 In order to address an Incident, Oracle defines escalation paths and response teams involving
internal functions such as Information Security and Legal. The goal of Oracle’s Incident response will be
to restore the confidentiality, integrity, and availability of the Cloud Services environment and the
Personal Data that may be contained therein, and to establish root causes and remediation steps.
Depending on the nature and scope of the Incident, Oracle may also involve and work with You and
outside law enforcement to respond to the Incident.
11.3 To the extent Oracle becomes aware and determines that an Incident qualifies as a breach of
security leading to the misappropriation or accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed on
Oracle systems or the Cloud Services environment that compromises the security, confidentiality or
integrity of such Personal Data (“Personal Data Breach”), Oracle will inform You of such Personal Data
Breach without undue delay but at the latest within 24 hours.
11.4 Oracle will take reasonable measures designed to identify the root cause(s) of the Personal Data
Breach, mitigate any possible adverse effects and prevent a recurrence. As information regarding the
Personal Data Breach is collected or otherwise reasonably becomes available to Oracle and to the
extent permitted by law, Oracle will provide You with (i) a description of the nature and reasonably
anticipated consequences of the Personal Data Breach; (ii) the measures taken to mitigate any possible
adverse effects and prevent a recurrence; (iii) where possible, the categories of Personal Data and Data
Subjects including an approximate number of Personal Data records and Data Subjects that were the
subject of the Personal Data Breach; and (iv) other information concerning the Personal Data Breach
reasonably known or available to Oracle that You may be required to disclose to a Supervisory Authority
or affected Data Subject(s).
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11.5 Unless otherwise required under Applicable Data Protection Law, the parties agree to coordinate in
good faith on developing the content of any related public statements or any required notices for the
affected Data Subjects and/or notices to the relevant Supervisory Authorities.
12. Return and Deletion of Personal Data upon Termination of Cloud Services
12.1 Following termination of the Cloud Services, Oracle will return or otherwise make available for
retrieval Your Personal Data then available in Your Cloud Services environment, unless otherwise
expressly stated in the Service Specifications. For Cloud Services for which no data retrieval functionality
is provided by Oracle as part of the Cloud Services, You are advised to take appropriate action to back
up or otherwise store separately any Personal Data while the production Cloud Services environment is
still active prior to termination.
12.2 Upon termination of the Cloud Services or upon expiry of the retrieval period following termination of
the Cloud Services (if available), Oracle will promptly delete all copies of Personal Data from the Cloud
Services environment by rendering such Personal Data unrecoverable, except as may be required by law.
Oracle’s data deletion practices are described in more detail in the Service Specifications.
13. Legally Required Disclosure Requests
13.1 If Oracle receives any subpoena, judicial, administrative or arbitral order of an executive or
administrative agency, regulatory agency, or other governmental authority which relates to the
Processing of Personal Data (“Disclosure Request”), it will promptly pass on such Disclosure Request to
You without responding to it, unless otherwise required by applicable law (including to provide an
acknowledgement of receipt to the authority that made the Disclosure Request).
13.2 At Your request, Oracle will provide You with reasonable information in its possession that may be
responsive to the Disclosure Request and any assistance reasonably required for You to respond to the
Disclosure Request in a timely manner.
14. Data Protection Officer
14.1 Oracle has appointed a Global Data Protection Officer. Further details on how to contact
Oracle’s Global Data Protection Officer are available here.
14.2 If You have appointed a Data Protection Officer, You may request Oracle to include the contact
details of Your Data Protection Officer in the order, or may subsequently communicate the relevant
contact details to Oracle by submitting a “service request” via My Oracle Support.
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APPENDIX O TO DIR CONTRACT NO. DIR-TSO-4158
Legal Notices / Privacy / Services Privacy Policy
Legal Notices
Oracle Services Privacy Policy
Scope
This policy covers the privacy practices that Oracle Corporation and its subsidiaries and affiliates ("Oracle" or "we")
employ when providing support, consulting, Cloud or other services (the "services") to its customers ("you" or "your").
Oracle established this privacy policy in order to clarify that the use of information to which it may be provided access
in order to provide services is more limited than the use of information covered by Oracle's general privacy policy.
Customer Information and Services Data

Customer Information is information that we may collect from your use of the Oracle Web sites and your
interactions with us offline. We deal with customer information according to the terms of our general privacy policy.
Services Data is data that resides on Oracle, customer or third-party systems to which Oracle is provided access to
perform services (including Cloud environments as well as test, development and production environments that may
be accessed to perform Oracle consulting and support services). Oracle treats services data according to the terms
of this policy, and treats services data as confidential in accordance with the terms of your order for services.
To illustrate the difference between customer information and services data, when a customer contracts with Oracle
for Cloud services, the customer provides information about itself, including its name, address, billing information,
and some employee contact information. Oracle may also collect other information about the customer and some
employees, for example through its web sites, as part of that interaction. All of that information is customer
information, and is treated according to Oracle's general privacy policy.
In contrast, having contracted with Oracle for Cloud or other services, the customer provides Oracle access to its
production, development or test environment, which may include personal information about its employees,
customers, partners or suppliers (collectively "end users").
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How Oracle Collects and Uses Services Data

Below are the conditions under which Oracle may access, collect and/or use services data.
To Provide Services and to Fix Issues. Services data may be accessed and used to perform services under your
order for support, consulting, Cloud or other services and to confirm your compliance with the terms of your order.
This may include testing and applying new product or system versions, patches, updates and upgrades; monitoring
and testing system use and performance; and resolving bugs and other issues you have reported to Oracle. Any
copies of services data created for these purposes are only maintained for time periods relevant to those purposes.
As a Result of Legal Requirements. Oracle may be required to retain or provide access to services data to comply
with legally mandated reporting, disclosure or other legal process requirements.
Oracle may transfer and access services data globally as required for the purposes specified above. If Oracle hires
subcontractors to assist in providing services, their access to services data will be consistent with the terms of your
order for services and this services privacy policy. Oracle is responsible for its subcontractors’ compliance with the
terms of this policy and your order.
Oracle does not use services data except as stated above or in your order. Oracle may process services data, but
does not control your collection or use practices for services data. If you provide any services data to Oracle, you are
responsible for providing any notices and/or obtaining any consents necessary for Oracle to access, use, retain and
transfer services data as specified in this policy and your order.
Access Controls
Oracle's access to services data is based on job role/responsibility. Services data residing in Oracle-hosted systems
is controlled via an access control list (ACL) mechanism, as well as the use of an account management framework.
You control access to services data by your end users; end users should direct any requests related to their personal
information to you.
Security and Breach Notification

Oracle is committed to the security of your services data, and has in place physical, administrative and technical
measures designed to prevent unauthorized access to that information. Oracle security policies cover the
management of security for both its internal operations as well as the services. These policies, which are aligned with
the ISO/IEC 27001:2013 standard, govern all areas of security applicable to services and apply to all Oracle
employees. Oracle's Support, Consulting and Cloud lines of business have developed detailed statements of security
practices that apply to many of their service offerings, which are available for review at your request.
Oracle's security policies and procedures are reviewed and overseen by Oracle Global Information Security (GIS).
GIS is responsible for security oversight, compliance and enforcement, and for conducting information security
assessments and leading the development of information security policy and strategy.
Oracle is also committed to reducing risks of human error, theft, fraud, and misuse of Oracle facilities. Oracle's efforts
include making personnel aware of security policies and training employees to implement security policies. Oracle
employees are required to maintain the confidentiality of services data. Employees' obligations include written
confidentiality agreements, regular training on information protection, and compliance with company policies
concerning protection of confidential information.
Oracle promptly evaluates and responds to incidents that create suspicions of unauthorized handling of services
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data. Oracle GIS and Legal are informed of such incidents and, depending on the nature of the activity, define
escalation paths and response teams to address the incidents. If Oracle determines that your services data has been
misappropriated (including by an Oracle employee) or otherwise wrongly acquired by a third party, Oracle will
promptly report such misappropriation or acquisition to you.
Cross Border Transfers

Oracle is a global corporation with operations in over 80 countries and has developed global data security practices
designed to ensure that your personal information is appropriately protected. Please note that personal information
may be transferred, accessed and stored globally as necessary in accordance with this privacy policy.
Oracle complies with the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set
forth by the U.S. Department of Commerce regarding the collection, use, and retention when a customer and Oracle
have agreed by contract that transfers of personal information from the European Economic Area (“EEA”) or
Switzerland will be transferred and processed pursuant to the Privacy Shield for the relevant services. When
conducting those activities on behalf of its EEA or Swiss customers, Oracle holds and/or processes personal
information provided by the EEA or Swiss customer at the direction of the customer. Oracle will then be responsible
for ensuring that third parties acting as an agent on our behalf do the same.
Oracle has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any
conflict between the terms in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall
govern. To learn more about the Privacy Shield program, and to view our certification, please visit
https://www.privacyshield.gov/list.
The following entities are covered entities under Oracle’s Privacy Shield self-certification: Delphi Asset Management
Corporation; MICROS Fidelio Worldwide LLC; Oracle America, Inc.; Oracle Financial Services Software America,
Inc.; Oracle Financial Services Software, Inc.; Oracle International Corporation; Oracle Taiwan LLC; Bronto Software,
LLC; Monexa, LLC, NetSuite, Inc.; OrderMotion, Inc. With respect to personal information received or transferred
pursuant to the Privacy Shield Framework, Oracle is subject to the regulatory enforcement powers of the U.S.
Federal Trade Commission and commits to cooperate with EU data protection authorities.
Dispute Resolution
If you have any complaints regarding our compliance with this privacy policy, you should first contact us. We will
investigate and attempt to resolve complaints and disputes regarding use and disclosure of personal information in
accordance with this privacy policy.
If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our
U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog
/request. Under certain conditions, more fully described on the Privacy Shield website, you may invoke binding
arbitration when other dispute resolution procedures have been exhausted.
Compliance
Oracle has appointed a Chief Privacy Officer. If you believe your services data has been used in a way that is not
consistent with this policy, or if you have further questions related to this policy, please contact the Chief Privacy
Officer through our inquiry form. Written inquiries may be addressed to:
Chief Privacy Officer, Oracle Corporation

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DIR-TSO-4158
Appendix P
STATEMENT OF WORK (SOW)

FOR
ORACLE BRANDED CLOUD SERVICES
Project Name
DIR Customer Name
DATE
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1.0 Purpose
This Statement of Work describes the Oracle Cloud Services to be delivered to

[Department/Agency] with regard to [application name].
2.0 Background/Objective
Given the growing significance and maturity of Cloud Services, the Texas Department of
Information Resources (DIR) issued an Oracle Branded Cloud Services RFO to contract
cloud providers for customer use. Cloud computing is a model for enabling available,
convenient, on-demand network access to a shared pool of configurable computing
resources (e.g., networks, servers, storage, applications, and services). Cloud Services are
generally expected to offer reduced cost and increased efficiency for government
organizations.
The [Department/Agency] seeks cloud services to [explain customer problem or reason for
seeking cloud services]. [Provide useful information regarding the Customer organization,
project history, future plans or any other relevant information regarding the work to be
performed.]
3.0 Scope
The overarching goal of this SOW is to provide [Department/Agency] the ability to take
advantage of rapidly developing offerings and changing price models in Cloud Services.
The scope focuses on offering [type of cloud service e.g., IAAS, PAAS] for the following
activities:
• [List all application activities requiring cloud services, e.g., Cloud Storage Services,
Virtual Machines]
4.0 Requirements
The requirements focus on the [type of cloud service offering] and are divided into the
following categories:
• General Cloud Computing Requirements – specifies general requirements for cloud
services
• Common Technical Requirements – specifies the technical requirements for enabling
[type of cloud service] offering
• Specific Application Technical Requirements – specifies the requirements for service
offerings described in SOW
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The [Department/Agency] retains ownership of any user created/loaded data and

applications hosted on vendor’s infrastructure, and maintains right to request full copies of
these at any time.
4.1 General Cloud Computing Requirements

The Vendor shall provide a Cloud Computing solution that aligns to the following general
cloud computing requirements as described in Table 1 below.
Table 1: General Cloud Computing Requirement

Cloud Characteristic Definition General Requirement
4.2 Common Technical Requirements

The Vendor shall provide a solution that aligns to the following technical requirements as
described in Table 2 below. (List provided is not all inclusive)
Service Management and Provisioning Requirements

Cloud Characteristic List of Requirements
Service Provisioning
Service Level
Agreement
Management
Operational
Management
DR and COOP
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Data Management
User/Admin Portal Requirements

Order Management
Billing/Invoice Tracking
Utilization Monitoring
Trouble Management
User Profile
Management
Integration Requirements
Application
Programming
Interfaces (APIs)
Data Center Facilities Requirements
Internet Access
Firewalls
LAN/WAN
Data Center Facilities 1.
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4.3 Specific Application Technical Requirements
List all requirements specific to application (e.g., storage requirements, bandwidth tiers,
virtual machine requirements, bundling options,
5.0 Compliance Requirements
5.1 Accessibility Requirements – list all accessibility requirements
5.2 Security Requirements – list all security requirements
5.3 Privacy Requirements – list all privacy requirements
6.0 Reporting Deliverables

Below is an example list of deliverables that might be required by customer.
Report / Deliverable Description Frequency
Service Level Agreement (SLA) • Service Availability Monthly
(Measured as Total
Uptime Hours / Total
Hours within the Month)
displayed as a
percentage of availability
up to one-tenth of a
percent (e.g. 99.5%)
• Text description of major
outages (including
description of root-cause
and fix) resulting in
greater than 1-hour of
unscheduled downtime
within a month
Help Desk / Trouble Tickets • Number of Help Monthly
Desk/customer service
requests received.
• Number of Trouble
Tickets Opened
• Number of trouble tickets
closed
• Average mean time to
respond to Trouble
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Tickets (time between

trouble ticket opened
and the first contact with
customer)
resolve trouble ticket
Service Orders / Sales • Quantity and Type of Monthly
IaaS/PaaS service
orders received
• Number of service
orders (and percentage
of orders out of the total)
which resulted in an
email or contact with
customer within two
hours of individual task
order(s) issued under
this BPA being sent to
vendor
Service Utilization • Monthly utilization of Monthly
each IaaS/PaaS Service
type (Lot) as defined by
the Service Units for the
specific Lot offered by
the vendor
Invoicing/Billing • Standard invoicing/billing Monthly
7.0 Additional Customer Terms and Conditions

List any additional terms and conditions required by the Customer. Customers may
negotiate the terms and conditions of a SOW to suit their business needs so long as the
SOW terms and conditions do not conflict or weaken the DIR master contract.
8.0 Pricing
The main purpose of this section is to detail the pricing for the cloud services. Vendor should
also provide a summary of any assumptions and exclusions.
5
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Sample Pricing Sheet

Cloud Service Agency/Department Application Name Price
6
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The undersigned signatories represent and warrant that they have full authority to enter into
this Statement of Work on behalf of the respective parties. The Effective Date of this SOW
shall be the date of the last party to sign.
Customer Agency Cloud Service Provider (Vendor)
By: By:
Name: Name:
Title: Title:
Date: Date:
Legal:
7
DIR-TSO-4158 RFO DIR-TSO-TMP-415 252 of 446
Request for Offer

DIR-TSO-TMP-415
Oracle Branded Hardware, Software, Cloud and

Related Products and Services
Issued: December 7, 2017
Initial Responses Due: January 23, 2018

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Oracle Branded Hardware, Software, Cloud and Related Products and Services
Request for Offer DIR-TSO-TMP-415
Table of Contents
1. INTRODUCTION ............................................. ERROR! BOOKMARK NOT DEFINED.
1.1. Purpose....................................................................Error! Bookmark not defined.
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2.1.1 Exclusions ............................................................................................... 10
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2.2. Threshold and SOW Requirements............................................................. 12
2.3. Electronic and Information Resources (EIR) Accessibility .................. 12
2.4. Form of Contract .............................................................................................. 13
3. GENERAL INFORMATION.......................................................................................... 14
3.1. Point of Contact ................................................................................................ 14
3.2. Contact with DIR Staff..................................................................................... 14
3.3. Anticipated Schedule ...................................................................................... 14

3.3.1 RFO Schedule ........................................................................................ 14
3.3.2 Vendor Conference ................................Error! Bookmark not defined.
3.3.3 Written Questions and Official Answers............................................. 15
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3.4.1 HUB Subcontracting Plan..................................................................... 15
3.4.2 HUB Continuing Performance ............................................................. 16
3.4.3 HUB Resources Available .................................................................... 16
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3.5.1 Authorized Respondents ...................................................................... 16
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3.7.5 Accessibility of Electronic Response Documents............................. 21
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3.10. Pre-agreement Costs ...................................................................................... 21
3.11. Ownership of Responses............................................................................... 21
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Exhibit A - Vendor Information Form

• Attachment 1 - Cancelled Contracts References
• Attachment 2 - Respondent Release of Liability
Exhibit B – Vendor History and Experience
Exhibit C - Contract Marketing and Support Plan
Exhibit D - Historically Underutilized Business (HUB) Subcontracting Plan
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1. Introduction
1.1. Purpose
The purpose of this Request for Offer (RFO) is to solicit responses from potential Vendors to
provide Oracle Branded Hardware, Software, Cloud and Related Products and Services to the
State of Texas, acting by and through the Department of Information Resources (DIR). This
procurement does not include Cloud Assessment. Except as outlined in Section 2 – Scope,
of this RFO, products and programs not related to Oracle America, Inc. from other
manufacturers/publishers will not be accepted.
As a result of this RFO, DIR expects to receive and evaluate responses and select one or more
qualified Vendors with whom to enter into negotiations. Section 4 of this RFO contains more
information regarding the response evaluation and Respondent (herein referred to as
“Respondent” or “Vendor”) selection process. DIR reserves the right to award more than one
contract from this RFO. All contracts awarded shall be indefinite quantity contracts with no
minimum guarantees of any purchases.
Within this RFO, DIR expects to create a contract vehicle(s) that satisfies statewide
procurement requirements for contracts and improves the efficiency of the procurement process
by shortening the time required to procure Oracle Branded Hardware, Software, Cloud and
Related Products and Services. The Oracle Branded Product and Services RFO DIR-TSO-
TMP-415 may result in the award of contracts for E-Rate qualified products and services. The
E-Rate program provides discounts to public K-12 schools, and libraries purchasing
telecommunications services, Internet access, Internet connections, and basic maintenance of
internal connections. Eligible entities include K-12 public schools, school districts, charter
schools, and libraries. DIR simplifies the procurement process for products and services that
qualify for E-Rate funding by filing the Form 470 with the Universal Service Administrative Co.
(USAC) on select RFOs where the possibility of E-Rate contracts is anticipated. Contracts
awarded under selected RFOs are considered E-Rate eligible. Eligible contracts on the DIR
website are designated by the following green E-Rate symbol on the contract detail page.
As part of DIR’s initiatives to identify strategic sourcing opportunities, DIR reserves the
right to make a single award or multiple awards as determined by DIR to achieve the
highest overall value to the state.
1.2. Background
1.2.1 Information Technology Acquisition

Through its Cooperative Contracts Program, DIR assists state agencies and local
governments (Customers) with cost-effective acquisition of their information resources
by negotiating, managing, and administering contracts with information technology
providers. Customers include any Texas state agency, unit of local government or
institution of higher education as defined in Texas Government Code, Section 2054.003;
the Electric Reliability Council of Texas, the Lower Colorado River Authority, a private
school, as defined by Section 5.001, Education Code, a private or independent
institution of higher education, as defined by Section 61.003, Education Code, a
volunteer fire department, as defined by Section 152.001, Tax Code; those state
agencies purchasing from a DIR contract through an Interagency Agreement, as
authorized by Texas Government Code, Chapter 771; any local government as
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authorized through Texas Government Code, Chapter 791; the Interlocal Cooperation
Act; the state agencies and political subdivisions of other states as authorized by Texas
Government Code, Section 2054.0565; and for non-telecommunications IT Commodity
products and services, “assistance organizations” defined in Texas Government Code,
Section 2175.001.
DIR combines the buying power of authorized Customers to obtain volume-discounted

pricing for selected technology products and services. In addition to offering volume-
discounted pricing, DIR created the Cooperative Contracts (Co-op Contracts) Program
to make it easier for Customers to acquire these products and services. Customers
place orders with and issue payments directly to the Vendors participating in the Co-op
Contracts Program. Subject to DIR rights set forth in Sections 3.8 and 3.9 of this RFO,
DIR will award and negotiate base contract documents with Respondents as a result of
this RFO. Customers contact the DIR vendor for products and/or services and pricing
information, negotiate their own service level agreements and additional terms and
conditions, if any, and send their purchase orders (with the DIR contract number) and
payments directly to the participating awarded Vendor, not to DIR. Information regarding
the Co-op Contracts Program is located on DIR’s Web site at http://dir.texas.gov/View-
About-DIR/Pages/Content.aspx?id=41.
1.2.2 Texas Government Code, Section 2157.068

Texas Government Code, Section 2157.068, effective September 1, 2005, requires
State agencies to buy commodity items, as detailed below, in accordance with contracts
developed by DIR unless the agency obtains an exemption from DIR.
Commodity items are commercially available software, hardware and technology

services that are generally available to businesses or the public and for which DIR
determines that a reasonable demand exists in two or more state agencies. Hardware is
the physical technology used to process, manage, store, transmit, receive, or deliver
information. Software is a commercially available program that operates hardware and
includes all supporting documentation, media on which the software may be contained
or stored, related materials, modifications, versions, upgrades, enhancements, updates,
or replacements and may include Software provided as a service. Technology services
are the services, functions and activities that facilitate the design, implementation,
creation, or use of software or hardware. Technology services include seat
management, staff augmentation, training, maintenance, and subscription services.
Seat management is a service through which a state agency transfers its responsibilities
to a Vendor to manage its personal computing needs, including all necessary hardware,
software, and technology services.
Technology services do not include telecommunications services. Any service awarded

under the TEX-AN Next Generation Procurement, RFO number DIR-TEX-AN-NG-001 is
excluded. The following services were awarded under the TEX-AN Next Generation
Procurement: Long Distance Services, Internet Services (including SOHO), Voice over
Internet Protocol (VoIP), Local Voice Service, Wireless Service, Fixed Satellite and
Access and Transport.
Institutions of higher education, K-12, and local governments are not required to
purchase IT commodities from DIR, but may do so voluntarily. Information regarding
Texas Government Code §2157.068, including processes and guidelines, is located on
DIR’s Web site at: http://dir.texas.gov/View-Contracts-And-
Services/Pages/Content.aspx?id=25.
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1.2.3 Cost Avoidance Performance Measures

As part of its performance measures reported to state leadership, DIR must show the
cost avoidance realized by the State for the products and services obtained under DIR
contracts. Cost avoidance is the difference between the negotiated DIR contract price
and the prevailing market price.
1.2.4 Cost Recovery

DIR recovers the costs of negotiating, executing, and administering the Co-op Contracts
through an administrative fee. DIR is authorized to charge a reasonable administrative
fee to all customers per Section 2157.068(d) of the Texas Government Code. The
administrative fee must be included in the Vendor’s price to the customer and paid to
DIR by the Vendor. The fee has been set at a not-to-exceed level of 2.00% by the
current appropriations act of the State Legislature. For the purposes of responding to
this RFO, the administrative fee of 0.75% shall be used in calculating the pricing
specified in Bid Package 2. DIR may change the administrative fee at any time during a
contract term. DIR will notify Vendors of any change in the administrative fee.
1.2.5 Historical Sales

Contracts negotiated and managed through the Cooperative Contracts Program resulted
in over $5 billion in Customer purchases for the past three (3) fiscal years combined.
Information contained within the table below shows the total purchases for the past three
(3) fiscal years by Customer segment. These purchases represent contracts that are
hardware, software, and services related. The State’s fiscal year runs September 1st
through August 31st.
Fiscal Year Fiscal Year Fiscal Year

Segment
2014 2015 2016
State Agency $552,851,512 $540,992,334 $517,306,919
Local
$440,057,047 $435,281,746 $461,514,245
Government
Higher
$347,972,211 $392,983,106 $346,716,518
Education
K-12 $702,166,977 $677,234,650 $628,250,584

Assistance
$12,630,866 $11,414,524 $6,226,144
Org
Out of State $1,968,304 $11,571,065 $9,176,941
Total FY $2,057,646,918 $2,069,477,425 $1,969,191,351
1.2.6 Current Contract

DIR currently has two (2) contracts, one being Oracle America, Inc., to provide Oracle
branded products and related services to DIR customers. The volume of products sold
through the contracts for the previous contract term was approximately
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$245,895,693.67.
2. Scope
2.1. Products
DIR intends to contract to provide Oracle Branded Hardware, Software, Cloud and Related
Products and Services, including but not limited to Oracle America, Inc.’s brands such as Sun,
PeopleSoft, JD Edwards, Siebel, and Primavera. Except as otherwise specified in this RFO, the
scope of the RFO shall include Oracle America, Inc.’s entire portfolio of products, programs and
services and any third-party products offered by Oracle America, Inc. in its normal course of
business. Any Respondent offering Oracle Branded products must submit a description of
those products and related pricing on the Pricing Sheet, Bid Package 2.
In addition, Texas DIR and Vendor may mutually agree to add future product acquisitions by
Oracle America, Inc. to the contract by amendment.
Cloud Services
DIR intends to contract to provide Oracle Branded Cloud Services for Customer use. These
Cloud Services follow the National Institute of Standards and Technology (NIST) definition
of cloud computing found in NIST Special Publication 800-145. Each DIR Customer
determines when cloud services are appropriate for their business needs and identify the
precise services to be utilized, then create plans for implementing cloud.
The Branded cloud services awarded pursuant to this RFO will provide DIR Customers with
access to cloud service models and deployment models that meet the five essential
characteristics of cloud computing. Those essential characteristics are:
On-demand self-service. A consumer can unilaterally provision computing capabilities,

such as server time and network storage, as needed automatically without requiring human
interaction with each service provider.
Broad network access. Capabilities are available over the network and accessed through
standard mechanisms that promote use by heterogeneous thin or thick client platforms (e.g.,
mobile phones, tablets, laptops, and workstations).
Resource pooling. The provider’s computing resources are pooled to serve multiple
consumers using a multi-tenant model, with different physical and virtual resources
dynamically assigned and reassigned according to consumer demand. There is a sense of
location independence in that the customer generally has no control or knowledge over the
exact location of the provided resources but may be able to specify location at a higher level
of abstraction (e.g., country, state, or datacenter). Examples of resources include storage,
processing, memory, and network bandwidth.
Rapid elasticity. Capabilities can be elastically provisioned and released, in some cases
automatically, to scale rapidly outward and inward commensurate with demand. To the
consumer, the capabilities available for provisioning often appear to be unlimited and can be
appropriated in any quantity at any time.
Measured service. Cloud systems automatically control and optimize resource use by
leveraging a metering capability at some level of abstraction appropriate to the type of
service (e.g., storage, processing, bandwidth, and active user accounts). Resource usage
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can be monitored, controlled, and reported, providing transparency for both the provider and
consumer of the utilized service.
The Branded Cloud Services categories are:
Cloud Infrastructure as a Service (IaaS). The capability provided to the consumer (DIR
Customer) is to provision processing, storage, networks, and other fundamental computing
resources where the consumer is able to deploy and run arbitrary software, which can
include operating systems and applications. The consumer does not manage or control the
underlying cloud infrastructure but has control over operating systems, storage, deployed
applications, and possibly limited control of select networking components (e.g., host
firewalls).
Cloud Platform as a Service (PaaS). The capability provided to the consumer (DIR
Customer) is to deploy onto the cloud infrastructure consumer-created or acquired
applications created using programming languages and tools supported by the provider.
Cloud Software as a Service (SaaS). The capability provided to the consumer is to use
the provider’s applications running on a cloud infrastructure. The applications are
accessible from various client devices through either a thin client interface, such as a web
browser (e.g., web-based email), or a program interface.
Cloud Broker. A cloud broker is an entity that manages the use, performance and delivery
of cloud services, and negotiates relationships between cloud providers and cloud
consumers. A cloud broker acts as the intermediary between consumer and provider and
will help consumers through the complexity of cloud service offerings and may also create
value-added cloud services. Cloud Broker services must be offered in conjunction with
an Oracle cloud service or product.
Miscellaneous as a Service (MaaS) This category should be used to describe cloud

service offerings that do not meet the definition for Broker, IaaS, SaaS, or PaaS as defined
above. Offerings in this category must comply with Texas Government Code, section
2157.068 (see section 1.2.2 above). Offerings that do not meet the characteristics of
section 1.2.2 cannot be considered for award. DIR expects that the services offered in this
category will align with essential characteristics understanding that not all essential
characteristics will apply to all services offered. This category, while untraditional in today’s
marketplace, is intended to allow innovation in the consumption of technology services
when leveraging cloud delivery models. DIR reserves the right to reclassify an offering in
this category to one of the other categories in scope for this RFO if DIR deems a different
category better describes a service offering.
Deployment models within scope of this RFO include:
Private cloud. The cloud infrastructure is provisioned for exclusive use by a single
organization comprising multiple consumers (e.g., business units). It may be owned,
managed, and operated by the organization, a third party, or some combination of them,
and it may exist on or off premises.
Community cloud. The cloud infrastructure is provisioned for exclusive use by a

specific community of consumers from organizations that have shared concerns (e.g.,
mission, security requirements, policy, and compliance considerations). It may be
owned, managed, and operated by one or more of the organizations in the community, a
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third party, or some combination of them, and it may exist on or off premises.
Public cloud. The cloud infrastructure is provisioned for open use by the general public.
It may be owned, managed, and operated by a business, academic, or government
organization, or some combination of them. It exists on the premises of the cloud
provider.
Hybrid cloud. The cloud infrastructure is a composition of two or more distinct cloud
infrastructures (private, community, or public) that remain unique entities, but are bound
together by standardized or proprietary technology that enables data and application
portability (e.g., cloud bursting for load balancing between clouds).
Any Respondent offering Branded cloud services must submit a description of those
services and related pricing on the applicable Pricing Sheet attached as Bid Package
2.
The Branded Cloud Contracts awarded pursuant to this RFO will allow Vendors to respond
to Statements of Work (SOWs) from DIR Customers to perform services in the Cloud
Categories described in this section. At a minimum, each SOW will describe the
deliverables, the acceptance criteria for the deliverables and the service levels. The Sample
SOW format is shown in Bid Package 10 Sample Statement of Work.
This solicitation is not for Cloud Assessment services. Cloud Assessment Services
was previously solicited by DIR on RFO Number DIR-TSO-TMP-253 for Deliverables
Based IT Services (DBITS), which was issued on August 4, 2016.
Customers that are mandated and funded to use the existing fully-managed infrastructure
services provided by the Statewide Technology Center (STC) Data Center Services (DCS)
per §2054.052, Texas Government Code are required to submit a request for exemption from
the Texas Data Center Services when purchasing cloud services. DIR, in its capacity as
manager of the Data Center Services program, works with agencies to promote the use of
the cloud services, and where applicable, to determine if an exemption to any component of
the program is warranted.
DIR is not soliciting Oracle Branded Products, Programs and Related Products and Services for
the agency. DIR establishes statewide master contracts for use by DIR eligible customers
(state agencies, higher education, K-12 independent school districts, and local governments).
DIR competitively bids for information technology products and services.
Customers must identify their own needs, then contact an awarded DIR Vendor and obtain a
price quote for products/services. Customers may submit a statement of work or purchase
order to the Vendor when obtaining a quote based on their needs. The Customer makes the
best value determination and issues a purchase order directly to the Vendor.
Under Texas Government Code, Chapter 2054, Subchapter M, and DIR implementing rules,
DIR state agency Customers must procure products that comply with the Accessibility
Standards defined in the Texas Administrative Code, 1 TAC 206 and 1 TAC 213, when such
products are available in the commercial marketplace or when such products are developed in
response to a procurement solicitation. Accordingly, Vendor must provide electronic and
information resources and associated product documentation and technical support that comply
with these Accessibility Standards (in the form of a Voluntary Product Accessibility Template, or
“VPAT”) in its response to this RFO. Vendors who do not already have accessibility
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documentation should complete the form located here: http://www.itic.org/public-
policy/accessibility. Vendors that claim their products are exempt from accessibility
requirements must present that position to DIR as a question during the question and answer
period of the solicitation.
Electronic Product Environment Assessment Tool (EPEAT).

Vendor must indicate whether Vendor’s products offered under this RFO are EPEAT certified
and identify the applicable EPEAT rating (bronze, silver or gold) for certified products. If
Vendor’s products are not EPEAT certified, Vendor must describe Vendor’s efforts to attain
EPEAT certifications.
2.2. Related Services & Third Party Products
Related services are any value-added service that Vendor may perform as related to the
products proposed in Section 2.1. Related services include but are not limited to product
installation, maintenance and support, managed services and product training. Any
Respondent offering product-related services must submit a description of those
services and the related pricing in the Excel spreadsheet attached as “Bid Package 2”.
Third party products may be proposed as an option and will be awarded at the discretion of
DIR. Third Party Products are those hardware, peripherals, accessories and software by other
manufacturers or publishers that may be used as an attachment or embedded within an Oracle
Branded product to create, enhance or extend the functionality of Oracle Branded product; or to
create, enhance or extend the functionality of the Authorized Third Party Product which relies on
an Oracle Branded product platform to function. Any Respondent offering third party
products must submit a description of those products and the related pricing in the
Excel spreadsheet attached as “Bid Package 2”.
Respondent may incorporate changes to their authorized Third Party Product offerings;
however, any changes must be within the scope described in this section herein. Respondent
may not add a manufacturer’s product that was not included in the Respondent’s response to
the solicitation without pre-approval of DIR. All Third Party Products must be sold as part of a
solution for an Oracle Branded product and cannot be sold separately.
By listing a Third Party Manufacturer Brand and proposing a Pricing Discount Percent (%) off
MSRP, Respondent attests that it has authorization from the manufacturer to resell the products
on a resulting DIR contract. At any time prior to contract award and during the contract term,
DIR may require Vendor to provide a Letter of Authorization from the manufacturer stating that
Respondent has the authorization to sell that manufacturer’s products and/or that the
Respondent has the certifications to provide the related services on a DIR contract.
This RFO is not a solicitation for professional or consulting services as defined in Chapter 2254
of the Texas Government Code.
2.2.1 Exclusions
The following products and services are excluded which are not in the scope of this RFO:
1. Wireless phones (including smartphones)
2. Internet services
3. Data plan
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4. Managed print services
5. Professional or consulting services as defined in Chapter 2254 of the Texas Government
Code
6. Third party products where DIR has direct contracts with the manufacturers
7. Cloud Assessment
2.2.2 Pricing
Respondents may submit a response for any products and related services or cloud services
that the Respondent offers for Oracle Branded products and related services and Cloud
Services.
For the purposes of obtaining pricing and evaluating the responses to this RFO, the products
and related services and cloud services, if any, shall be priced and discounted as contained in
the Excel spreadsheets attached as Bid Package 2 – Oracle Branded Products and Related
Services and Cloud Services, to the posting for this RFO, requisition number DIR-TSO-TMP-
415, on the Electronic State Business Daily, http://esbd.cpa.state.tx.us/.
Respondents must respond as follows to the Bid Package 2 spreadsheets for each Brand that
Respondent wishes to be evaluated for under this RFO. Failure to respond as instructed may
result in Respondent’s response being disqualified from further evaluation.
1. Products, Related Services and Cloud Services Pricing. For the purpose of this
RFO, there are 5 Tabs identified below that are in Bid Package 2. Respondent shall
complete any or all tabs which are applicable to their proposal. See Instructions tab in Bid
Package 2, Pricing Sheet for completing each tab.
• Tab 1: Instructions
• Tab 2: Products (Hardware, Software, Accessories/Peripherals) and Related
Services
• Tab 3: 3rd Party Products
• Tab 4: Volume Discounts
• Tab 5: Cloud Services
Respondent may propose by Category, Product Line, or any group of products that is
applicable to Respondent’s pricing structure if the discount off MSRP is the same for that
category, product line or grouped products. The DIR Customer Price shall include all
shipping, handling fees and DIR Administrative Fee.
2. Volume Pricing
Volume Pricing: DIR encourages Respondents to offer VOLUME pricing or discount for
specific Products and/or Services on the spreadsheet Tab 4 of Bid Package 2 Pricing
Sheet. In addition to VOLUME pricing for specific Products and/or Services, DIR
encourages Respondents to propose increased discount based on total statewide
aggregate contract sales for Products and Services. See Instructions tab in Bid Package
2, Pricing Sheet for volume pricing instructions.
2.2.3 Leasing
In addition to purchases, DIR and any Respondent awarded a Contract as a result of this RFO
may agree to provisions that allow leasing of the products offered under the resulting Contract.
Bid Package 8, Master Lease Agreement and Bid Package 9, Master Operating Lease
Agreement will be the prevailing lease documents under any DIR contract award.
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2.3. Threshold and SOW Requirements
State Agency Customers (not including institutions of higher education), must adhere to the
requirements of Senate Bill 20 (84R) relating to DIR Cooperative Contracts. Senate Bill 20
(SB20) requires state agencies to adhere to the following purchasing thresholds:
Threshold Requirements for IT Commodities (Hardware, Software and Services)
Contract Value Number of DIR Vendors

$50,000 or less May award directly to DIR Vendor of
choice
More than $50,000 but not more than Three (or all DIR Vendors in a category
$150,000 with less than three vendors)
More than $150,000 but less than $1 Six (or all DIR Vendors in a category with
million less than six vendors)
More than $1,000,000 Agencies must conduct an independent
procurement and cannot use DIR
Cooperative Contracts
In addition, state agencies procuring more than $50,000 worth of services from DIR Contracts
must submit their draft and final Statements of Work to DIR for review and approval prior to
making payment to a Vendor.
Threshold and SOW review and signature processes do not apply to Institutions of higher
education, K-12, local governments, assistance organizations, or out-of-state customers.
2.4. Electronic and Information Resources (EIR) Accessibility
Under Texas Government Code, Chapter 2054, Subchapter M, and DIR implementing rules,
DIR state agency Customers must procure EIR that complies with the Accessibility Standards
defined in the Texas Administrative Codes 1 TAC 206, 1 TAC 213, and WCAG 2.0 AA as
applicable, and when such products are available in the commercial marketplace or when such
products are developed in response to a procurement solicitation.
Accordingly, all Respondents must submit completed VPAT form attached as Bid Package
6 or links to complete VPATs located on manufacturer websites for each proposed
product or product family prior to an award for the proposed product or product family.
Instructions on how to complete a VPAT® can be found on DIR’s website.
Respondents claiming that a proposed product or family of products is exempt from accessibility
requirements must use the VPAT form to: (1) specify each exempt product or product family
and indicate “Not Applicable” in the “Supporting Features” column of the Summary Table; (2)
provide an explanation in the “Remarks” column of Summary Table. Documentation for EIR
Accessibility includes all that apply:
• For Consumer Off the Shelf (COTS) products, including Software as a Service (SAAS),
a completed, accurate Voluntary Product Accessibility Template (VPAT) for each
product or service included in the submitted pricelist.
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Respondents who do not already have accessibility documentation should complete the form
located here: http://www.itic.org/public-policy/accessibility.
For non-COTS offerings (such as IT related development services, services that include user
accessed, online components, etc.): credible evidence of the Respondent's capability or ability
to produce accessible electronic and information resources. Such evidence may include, but is
not limited to, a vendor's internal accessibility policy documents, contractual warranties for
accessibility, accessibility testing documents, and examples of prior work results.
In addition to the VPAT requirement, Respondents must complete the Policy Driven
Adoption for Accessibility (PDAA) for Vendor Self-Assessment attached as Bid Package 7
and submit the completed Bid Package 7 PDAA with its response.
2.5. Form of Contract
2.5.1 Sample Contract and Terms; Negotiation

The final terms and conditions of any contract awarded as a result of this RFO shall be agreed
upon during negotiation. However, the minimum standard terms and conditions that shall be
included in any awarded contract are contained in the sample Contract for Products and
Related Services attached as Bid Package 3 and the Standard Terms and Conditions For
Product and Related Services Contracts attached as “Bid Package 4” to the posting for this
RFO, requisition number DIR-TSO-TMP-415, on the Electronic State Business Daily,
http://esbd.cpa.state.tx.us/.
2.5.2 Proposed Changes and Exceptions

Caution: Respondents’ Responses may be disqualified if their exceptions are excessive,
or if they except to non-negotiable terms, as described below. Item 11 of Exhibit A
contains the format for Respondent to note any exception to any provision, term, or condition
specified in the Contract for Products and Related Services, and the Standard Terms and
Conditions for Product and Related Services Contracts. Respondent should provide any
proposed changes to contract language in redline in the “Proposed Language (redline)” column
of the chart in Item 11 of Exhibit A. Respondents may request exceptions to standard
contract terms and conditions (other than those that DIR has identified as non-
negotiable); however, (1) where noted, exceptions to certain terms and conditions will
not be allowed. If Respondent is unable to comply with these provisions, the
Respondent’s response may be subject to disqualification from further consideration for
this solicitation; (2) DIR in its discretion may or may not accept the Respondent’s
requested exceptions; and (3) DIR in its sole discretion may determine that the material
deviations (including excessive, additional, inconsistent, conflicting or alternative terms)
render the Offer non-responsive and may result in rejection of the Offer without further
consideration. An explanation as to why the Respondent cannot comply with the provision,
term, or condition and proposed alternative language must be included in the response. If
Respondent fails to note any exception, Respondent will not be allowed to request an exception
not raised in its response upon contract award or at a later date.
The term of this Contract shall be two (2) years commencing on the last date of approval by DIR
and Vendor. Prior to expiration of the original term, the contract will renew automatically in two
(2) year increments for four (4) additional years under the same terms and conditions unless
either party provides notice to the other party 60 days in advance of the renewal date stating
that the party wishes to discuss modification of terms or not renew. Additionally, the parties by
mutual agreement may extend the term for up to ninety (90) additional calendar days.
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DIR reserves the right to make changes to the Contract for Products and Related Services or
the Standard Terms and Conditions for Product and Related Services Contracts, if it is in the
best interest of the State to do so. Should this occur prior to the award of any contracts as a
result of this RFO, any Respondents selected for negotiations will be notified.
3. General Information
3.1. Point of Contact
All communications regarding this RFO must be addressed in writing to:
Carrie Cooper
Austin, Texas 78701
Phone: 512-936-2353
Fax: 512-936-6896
Internet: carrie.cooper@dir.texas.gov
3.2. Contact with DIR Staff
Upon issuance of this RFO, employees and representatives of DIR other than the Point of
Contact identified in Section 3.1 will not discuss the contents of this RFO with any Respondent
or their representatives. Failure of a Respondent and any of its representatives to observe
this restriction may result in disqualification of any related response. This restriction does
not preclude discussions between affected parties for the purpose of conducting business
unrelated to this procurement.
3.3. Anticipated Schedule
3.3.1 RFO Schedule

It is DIR’s intention to comply with the following schedule for this RFO. These dates
represent a tentative schedule of events. DIR reserves the right to modify these dates at
any time. Prospective Respondents will be notified of modifications to the schedule via
the Electronic State Business Daily (ESBD) web site.
Date/Time Activity
December 7, 2017 Publish RFO on Electronic State Business
Daily
December 19, 2017 2:00 pm (CT) Deadline for submitting questions
January 5, 2018 5:00 pm (CT) Deadline for posting answers to questions
on the ESBD
January 23, 2018 2:00 pm (CT) Deadline for DIR to receive Respondent’s
references
January 23, 2018 2:00 pm (CT) Deadline for submitting Responses to RFO
January 24, 2018 - until Evaluation of responses, oral
completed presentations (if requested), negotiation
and contract execution
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3.3.2 Written Questions and Official Answers
Respondents shall submit all questions regarding this RFO by fax, e-mail, or in writing to
the Point of Contact listed in Section 3.1. Questions regarding this RFO will be
accepted until the date and time specified above in Section 3.3.1, RFO Schedule.
Note: Texas observes Daylight Savings Time. Official answers will be posted as an
addendum to this RFO, requisition number DIR-TSO-TMP-415, on the Electronic State
Business Daily (ESBD), http://esbd.cpa.state.tx.us/. DIR reserves the right to amend
answers prior to the offer submission deadline.
Any addenda and/or amendment to this procurement solicitation will be posted as an

addendum on the Electronic State Business Daily. It is the responsibility of interested
parties to periodically check the ESBD for updates to the procurement prior to submitting
a bid. Respondent’s failure to periodically check the ESBD will in no way release the
selected Respondent from “addenda or additional information” resulting in additional
costs to meet the requirements of the RFO.
3.4. Historically Underutilized Businesses
The purpose of the Historically Underutilized Business (HUB) Program is to promote full and
equal business opportunities for all businesses in State contracting in accordance with the goals
specified in the State of Texas Disparity Study. Each state agency must make a good faith effort
to meet or exceed the goals identified below and assist HUBs in receiving a portion of the total
contract value of all contracts that the agency expects to award in a fiscal year in accordance
with the following procurement goals/percentages:
1. 11.2% for heavy construction other than building contracts;

2. 21.1% for all building construction, including general contractors and operative builders’
contracts;
3. 32.9% for all special trade construction contracts;
4. 23.7% for professional services contracts;
5. 26.0% for all other services contracts;
6. 21.1% for commodities contracts.
It is the policy of DIR to make a good faith effort to achieve the annual program goals by
contracting directly with HUBs or indirectly through subcontracting opportunities in accordance
with the Texas Government Code, Chapter 2161, Subchapter F, and HUB Rules promulgated
by the Comptroller of Public Accounts (CPA), 34 TAC, Chapter 20.
HUBs are strongly urged to respond to this RFO. Under Texas law, state agencies are required
to make a good faith effort to assist HUBs in receiving certain percentages of the total value of
contract awards. Respondents who meet the qualifications are strongly encouraged to apply for
certification as HUBs.
3.4.1 HUB Subcontracting Plan

DIR has determined that subcontracting is probable under any contract awarded as a
result of this RFO. The HUB Goal for this RFO is 21.1%. ALL RESPONDENTS TO
THIS RFO, INCLUDING THOSE THAT ARE HUB CERTIFIED OR THOSE WHO DO
NOT PLAN TO SUBCONTRACT, MUST COMPLETE A HUB SUBCONTRACTING
PLAN (HSP) IN ACCORDANCE WITH THE STATE’S POLICY ON UTILIZATION OF
HUBs. THE HSP MUST BE INCLUDED AS PART OF THE RESPONSE TO THIS RFO.
FAILURE TO COMPLETE AND INCLUDE THE HSP AS INSTRUCTED WILL RESULT
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IN DISQUALIFICATION OF THE RESPONSE FROM CONSIDERATION. The most
current HSP plan is to be used when submitting your response. The State’s Policy
on Utilization of HUB and HSP forms are attached to this RFO as Bid Package 1, Exhibit
D. Please review the HSP forms carefully and allow sufficient time to identify and contact
HUBs and allow them to respond. Note that Respondents must demonstrate a good
faith effort to contract with new HUBs if currently proposed HUBs have performed as
subcontractors to the Respondent for more than five years. If the Respondent does not
plan to subcontract, Respondent must state that fact in their plan. An original, signed
paper copy of the HSP must be submitted in an envelope that is separate from the
rest of the proposal. Failure to complete and include the HSP as instructed will
result in disqualification of the Respondent’s Offer from consideration. The
completed plan shall become a part of the contract that may be awarded as a result of
this RFO.
3.4.2 HUB Continuing Performance

Any contracts awarded as a result of this RFO shall include reporting responsibilities
related to HUB subcontracting. Awarded Respondents may not change any
subcontractor without first submitting a revised HUB Subcontracting Plan (HSP) to DIR.
Any change to a subcontractor and revised HSP must be approved in writing by DIR
prior to implementation.
3.4.3 HUB Resources Available

A list of certified HUBs is available on the Texas Comptroller of Public Accounts (CPA)
Website at: https://comptroller.texas.gov/purchasing/vendor/hub/. For additional
information, contact the CPA’s HUB program office at
StatewideHUBProgram@cpa.texas.gov. If Respondents know of any businesses that
may qualify for certification as a HUB, they should encourage those businesses to
contact the CPA HUB program office.
3.5. Respondent Qualifications
3.5.1 Authorized Respondents

Respondents to this RFO must be one of the following:
1) Manufacturer or publisher of the offered product who will sell directly to Customers
through a Co-op Contract.
2) Manufacturer or publisher of the offered product who will execute a Co-op contract
with DIR and designate one or more qualified dealers or resellers (Order Fulfillers) to
sell directly to Customers on its behalf. The manufacturer or publisher may also sell
directly to Customers.
3) Dealer or reseller who will sell directly to DIR Customers through a Co-op
Contract. Respondents to this RFO must supply a signed (by hand or digital)
letter from the Manufacturer/Publisher (Oracle) certifying that Respondent is
an authorized reseller of Oracle Manufacturer’s/Publisher’s products and/or
cloud services to DIR Customers and may sell such products under the terms
and conditions of the DIR Contract, in support of Respondent’s response.
Signed letters of authorization must be submitted with Respondent’s proposal.
Unsigned letter(s) of authorization, typed signatures or the failure to submit
the letter(s) with Respondent’s response, will result in elimination of the
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related proposed products and services from the solicitation process.
3.5.2 Federal Requirements

1) State agencies are prohibited from doing business with terrorists and terrorist
organizations. Any Vendor listed in the prohibited Vendors list authorized by
Executive Order #13224, "Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism”, published by the
United States Department of the Treasury, Office of Foreign Assets Control
(Terrorism List) shall not be awarded a Contract as a result of this RFO. Any Vendor
awarded a Contract as a result of this RFO must agree that if at any time during the
term of the contract the Vendor is listed on the Terrorism List, the Vendor shall
promptly notify DIR. As part of DIR’s contract management, periodic checks will be
performed to ensure any Vendor awarded a contract as a result of the RFO remains
in compliance with these Federal Requirements. DIR shall have the absolute right to
terminate the contract without recourse in the event Vendor becomes listed on the
Terrorism List.
2) Should any Respondent or its principals awarded a Contract as a result of this RFO
become suspended or debarred from doing business with the federal government as
listed in the System for Award Management (SAM) maintained by the General
Services Administration, the Respondent’s contract will be terminated without
recourse.
3) Respondent shall comply with the requirements of the Immigration and Reform Act of
1986, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996
("IIRIRA"), and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding
employment verification and retention of verification forms for any individual(s) hired
on or after the effective date of the 1996 Act who will perform any labor or services
under this Contract.
3.5.3 Vendor Performance and Debarment

In accordance with 34 TAC, Chapter 20, Subchapter C, any Vendor that is debarred
from doing business with the State of Texas will not be awarded a contract under this
solicitation. The list of debarred Vendors is located on the CPA Web site at
In accordance with 34 TAC, Chapter 20, Subchapter C, any Respondent that is
debarred from doing business with the State of Texas will not be awarded a contract
under this solicitation. The list of debarred Vendors is located on the CPA Web site at:
https://www.comptroller.texas.gov/purchasing/programs/vendor-performance-
tracking/debarred-vendors.php./.
3.5.4 Required Vendor and Subcontractor Current and Former State Employee
Disclosures
Respondent shall disclose, for itself and on behalf of all of its Subcontractors, in its
response to Section 16 of Exhibit A to the RFO, all of the following:
1) Any current or former employees of Respondent who will spend 20% or more of their
time on a contract resulting from this RFO and are current or former employees of
the State of Texas within the past five (5) years; and
2) Any proposed Respondent personnel assigned to work directly on any Contract to
arise from this RFO 20% or more of their time who are related within two degrees of
consanguinity of any current or former employees of the State of Texas. Disclosure
of former state employees may be limited to the last five (5) years.
3) Respondent will certify that they are in compliance with Texas Government Code,
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Title 6, Subtitle B, Section 669.003, relating to contracting with the executive head of
a state agency. If Section 669.003 applies, Respondent will complete the following
information in order for the response to be evaluated: Name of Former Executive,
Name of State Agency, Date of Separation for State Agency, Position with
Respondent, and Date of Employment with Respondent.
3.6. Response Deadline and Submission Requirements
Respondents are invited to submit responses in accordance with the requirements outlined in
this document. Responses must be received by DIR on or before the date and time specified in
Section 3.3.1 of this RFO. No late responses will be reviewed. Responses must be hand-
delivered or mailed to the submittal address listed in Section 3.7.1. No facsimile or e-mail
responses shall be accepted.
3.6.1 Official Timepiece

The clock in the DIR Purchasing Office at 300 W. 15th Street, 13th Floor, Room 1335, is
the official timepiece for determining compliance with the deadline. All responses will be
date and time stamped when received by the Purchasing Office on the 13th floor.
3.6.2 Hand Delivery of Responses

All Respondents and courier delivery service personnel will be required to check in at the
security desk on the 1st floor at 300 W. 15th Street. Therefore, it is advised that Vendors
allow extra time for building security check-in if hand-delivering responses or using a
courier delivery service. DIR will not be responsible for delays associated with building
security compliance.
3.6.3 United States Postal Service Delivery of Responses*

Delivery of responses via United States Postal Service is acceptable. However,
responses must be received, not post-marked, by the response deadline and, due to the
State’s mail processing procedures, this method may cause a delay in delivery to the
DIR Purchasing Office. DIR will not be responsible for any delays associated with this
method of delivery.
3.7. Response Format and Contents
3.7.1 Submittal Address and External Packaging of Response

Responses should be addressed to:

Austin, Texas 78701
Attn: Carrie Cooper
*USPS Delivery Only – please refer to Section 3.6.3 above

P.O. Box 13564
Austin, Texas 78711-3564
Attn: Carrie Cooper
The external packaging of the response must reference “RFO DIR-TSO-TMP-415” and
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must include the name and address of the Respondent submitting the response.
3.7.2 Number of Copies

Each Respondent must submit the complete response as follows:
1. One (1) signed original (clearly marked) of the complete response, including one (1)
signed original of the HUB Subcontracting Plan;
2. One (1) signed original of the HUB Subcontracting Plan in a separate envelope;
3. Three (3) thumb drives (clearly marked with Respondent’s name) containing the
following;
a) Two (2) thumb drive containing an electronic folder labeled “Complete

Response” that shall contain the entire Respondent’s response.
b) One (1) thumb drive containing a labeled electronic folder with any and all
response materials, which Respondent asserts are confidential or
proprietary*; and a labeled electronic folder containing all non-
proprietary/confidential and non-copyrighted materials in the Respondent’s
response* (redacted copy for public release).
* If Respondent’s response does not contain such materials, then a thumb drive for
these items is not required. DIR will release the non-proprietary/confidential and non-
copyrighted version if DIR receives a Public Information Request. Unless
Respondent specifically identifies proprietary, confidential or copyrighted material as
required, DIR will assume all information is available for public disclosure.
Paper responses must be bound in a 3-ring binder and the cover of the binders must
reference “DIR-TSO-TMP-415” and include the name and address of the Respondent.
Each thumb drive must be clearly marked as to its contents. The response materials
on the thumb drive(s) must be compatible with Microsoft Office. All materials must
be submitted in an editable format (e.g., Microsoft Word, Microsoft Excel). Do not
submit electronic materials in PDF format. If there are any disparities between the
contents of the signed original paper response and any of the response materials on
thumb drives, the contents of the signed original paper response will take precedence.
NOTE: Thumb drive(s) must be securely fastened to the 3-ring binder.
3.7.3 Mandatory Response Contents

RESPONDENT MUST PROVIDE THE ITEMS LISTED BELOW OR THEIR RESPONSE
WILL BE REJECTED.
1) Vendor Information – Exhibit A of Bid Package 1

This form must be filled out in its entirety and signed by an officer or agent
empowered to contractually bind the Respondent.
2) Vendor History and Experience - Exhibit B of Bid Package 1

Respondent must provide a detailed response to each question detailing the Vendor’s
history and experience in providing the products and services proposed.
3) Contract Marketing and Support Plan - Exhibit C of Bid Package 1

Respondent must provide a plan that describes the Respondent/Vendor’s ability and
strategy for promoting and supporting the contract, if awarded.
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4) HUB Subcontracting Plan Forms – Exhibit D, Bid Package 1

All Respondents, INCLUDING THOSE RESPONDENTS WITH A HUB
DESIGNATION AND THOSE RESPONDENTS THAT DO NOT PLAN TO USE
SUBCONTRACTORS, must submit a HUB Subcontracting Plan. HUB
Subcontracting Plan Forms are provided in Bid Package 3. Refer to Section 3.4 for
more information regarding HUB subcontracting. Note: For the purposes of the
HUB Subcontracting Plan, Order Fulfillers designated by a manufacturer or
publisher to sell directly to Customers on its behalf are considered
subcontractors. The paper copy of the HSP must be submitted in a separate
envelope.
5) Pricing Sheets – Bid Package 2

The Branded products and related services and cloud services that Respondent is
proposing must be listed in the Excel spreadsheet that is attached as Bid Package 2
to the posting for this RFO, requisition number DIR-TSO-TMP-415, on the Electronic
State Business Daily, http://esbd.cpa.state.tx.us/. Respondent shall provide specific
pricing for the Oracle Branded hardware and software products and for any value-
added, product-related services and for any Oracle Branded Cloud Services that
Respondent is proposing to offer applicable to their response in Bid Package 2. The
discount being offered shall be based upon the Manufacturer’s Suggested Retail
Price (MSRP) or List Price. Respondent must provide a description of MSRP or List
Price and the method being utilized to derive the MSRP. MSRP or List Price is
defined as the product sales price list published in some form by the manufacturer or
publisher of the product and available to and recognized by the trade. A price list
prepared solely for this solicitation is not acceptable. If Respondent offers
government and educational pricing, both pricing structures must be included in
Respondent’s response.
6) Manufacturer Reseller Authorization Letters

Respondents to this RFO must submit a signed letter from the
manufacturer/publisher (Oracle) of the products and/or cloud services offered by
Respondent certifying that Respondent is an authorized reseller of the
manufacturer’s/publisher’s products and/or cloud services. Refer to Section 3.5.1 for
more information.
7) Respondents must complete the Respondent’s ICT Accessibility Policy

Assessment (PDAA) – Bid Package 8 Refer to Section 2.3 for more information.
8) Software License Agreements and/or Service Agreements (if any)

Respondent shall provide any Software License Agreements and/or Service
Agreements that are applicable to the products and/or related services Respondent
is proposing. These Agreements at a minimum must allow and provide for inclusion
of the terms and conditions of the Contract for Products and Related Services (Bid
Package 4), and/or the Standard Terms and Conditions for Product and Related
Services Contracts (Bid Package 5).
3.7.4 References
Respondent must send the Vendor Reference form attached as Bid Package 6 to three
(3) companies or government agencies for a products and related services reference
and to three (3) companies or government agencies for a cloud services reference. The
Respondent may use the same reference for products and cloud services. Instructions
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are included in Bid Package 6. DIR is not responsible for undeliverable e-mails or for
non-responsive references. If DIR does not receive a vendor reference, Respondent will
receive a score of “0” for that reference. Include all requested information. References
must respond to DIR on the form provided by the due date in order to be considered in
proposal evaluations. The Vendor Reference form must be submitted directly from the
reference to DIR at oraclebranded.rfo@dir.texas.gov. The Respondent may not submit
the reference form to DIR. Should Respondent submit a Vendor Reference form directly
to DIR, the reference will be scored with a zero (0).
3.7.5 Accessibility of Electronic Response Documents

Respondent’s documents should be submitted in a format that is accessible to people with
disabilities. This can include, but is not limited to accessible Office or other productivity
document suites. The submission of scanned documents is discouraged.
3.8. Rejection of Responses
DIR has sole discretionary authority and reserves the right to reject any and all responses
received as a result of this RFO. Responses that do not comply with the mandatory submission
requirements shall be rejected. In addition, DIR reserves the right to accept or reject, in whole or
in part, any responses submitted and to waive minor technicalities when in the best interest of
the State.
3.9. Right to Amend or Withdraw RFO
. DIR reserves the right to alter, amend or modify any provision of this RFO, or to withdraw this
RFO, in whole or in part, at any time prior to the award of a contract if to do so is in the best
interest of the State. DIR reserves the right to re-solicit for like or similar products and services
whenever it determines re-solicitation to be in the best interest of the State.
Any changes or additional information regarding this RFO will be posted as an addendum to
requisition number “DIR-TSO-TMP-415” on the Electronic State Business Daily,
http://esbd.cpa.state.tx.us/. It is the responsibility of Respondents to monitor the web site for
addenda. Respondent's failure to periodically check the ESBD will in no way release the
Respondent from "addenda or additional information" resulting in additional costs to meet the
requirements of this RFO.
3.10. Pre-agreement Costs
DIR shall not be responsible or liable for any cost incurred by any Respondent in the
preparation and submission of its response to this RFO or for other costs incurred by
participating in this procurement process.
3.11. Ownership of Responses
All responses become the property of DIR. DIR reserves the right to use any and all information
or materials presented in response to this RFO. Disqualification of a Respondent’s response
does not eliminate this right.
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3.12. Public Information
DIR is a government agency subject to the Texas Public Information Act. Responses submitted
to DIR as a result of this RFO are subject to release as public information after contracts are
executed or if the procurement is terminated. Respondent may not mark its complete proposal
“copyrighted” or mark every page as proprietary or confidential but if a Respondent believes that
its response, or parts of its response, may be exempted from disclosure under Texas law, the
Respondent must specify page-by-page and line-by-line the parts of the response that it
believes are exempt. In addition, the Respondent must specify which exception(s) are
applicable and provide detailed reasons substantiating the exception(s).
The Office of the Attorney General (OAG) has the sole authority to determine whether
information is confidential and not subject to disclosure under the Public Information Act. DIR
shall comply with all decisions of the OAG.
DIR assumes no responsibility for asserting legal arguments on behalf of any Respondent.
Respondents are advised to consult with their legal counsel concerning disclosure issues
resulting from this procurement process and to take precautions to safeguard trade secrets and
other proprietary information.
4. Evaluation, Negotiations, and Award

4.1. Evaluation of Responses
DIR will review proposals to determine responsiveness to this RFO. All determinations about a
proposal’s responsiveness to this RFO are final. All proposals determined to be responsive will
go through a financial and HSP review. The financial and HSP reviews are pass/fail
determinations that are final. Only proposals that receive a passing grade will proceed to
evaluation. DIR will establish an Evaluation Committee to review all responses that have not
been rejected. At any time during the evaluation process, DIR may ask any or all Respondents
to elaborate on or clarify specific points or portions of their response. DIR’s request and
Respondent’s response must be in writing. Once the evaluation process is completed, DIR will
send a written notice to each Respondent informing them on whether they will or will not
proceed to negotiation.
4.2. Evaluation Criteria
4.2.1 Pass/Fail Criteria

In addition to the weighted evaluation criteria listed below DIR also reviews additional Pass/Fail
criteria as follows:
1. DUNS Number and report is a Pass/Fail review conducted by the Finance Group
(Exhibit A, Item 13)
2. Compliance with applicable provisions of §§2155.074, 2155.075, 2156.007,
2157.003, and 2157.125, Gov't Code. Respondents may fail this selection criterion for any of
the following conditions:
a. A score of less than 90% in the Vendor Performance System;
b. Currently under a Corrective Action Plan through the CPA, Having
repeated negative Vendor Performance Reports,
c. Having purchase orders that have been cancelled in the previous 12
months for non-performance (including but not limited to late delivery, etc.).
3. Completion of HUB Subcontract Plan (Bid Package 1, Exhibit D).
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4.2.2 Weighted Evaluation Criteria
Branded Products and Related Services
The criteria and weight to be used in determining the best value for the State are as follows:
• 40% - Pricing (Bid Package 2)
• 30% - Respondent’s history and experience in providing the products and services
requested. (Bid Package 1, Exhibit B and Bid Package 6, Vendor Reference Questionnaire)
• 25% - Contract Support Plan (Bid Package 1, Exhibit C)
• 5% - Computer Equipment Recycling Program Preference. (Pursuant to Health &
Safety Code, Section 361.965(d)) (Exhibit A, Item 15)
Respondents will be evaluated on performance under existing and prior contracts for similar
products or services and the evaluation may include consideration of Respondent’s
performance as recorded in the CPA Vendor Performance Tracking System as described in the
Texas Administrative Code, 34 TAC 20.108(b).
The State reserves the right to evaluate the responses by item or category, groups of items or
total bid, solution–based or other means (such as historical sales volumes or geographical
needs) which it deems is in the best interest of the State based on a solicitation. The State may
also reject any response, in whole or in part, or reject all responses if it determines pricing is
considered in excess of current reasonable market prices or if the response is not considered to
be reasonable or responsive. Initial evaluation will be based upon the percentages and factors
of evaluation criteria provided in the above section. Respondents are cautioned to provide their
best pricing in the initial response submitted because this will be used to determine the
competitive range. If the best pricing is not provided it could result in the Respondent falling out
of the competitive range and not being invited to a Best and Final Offer process if used or being
given any further consideration for a particular item, brand, group of products or services.
4.3. Oral Presentations, Best and Final Offer
DIR in its discretion shall make the determination whether to engage in the Best and Final Offer
process. The Best and Final Offer process, if held, will also be scored.
DIR reserves the right to continue to evaluate responses until such point as the best value, as
defined by Texas Government Code, Section 2157.003, is obtained for the State.
4.4. Negotiations
At the conclusion of the evaluation, as described within Sections 4.1, 4.2 and 4.3 above, DIR
shall determine the number of Respondents with which it will start contract negotiations. In its
discretion, DIR shall terminate contract negotiations when DIR determines that the best value
for the State has been obtained. DIR staff may recommend award of one or more contracts to
DIR Executive Management.
4.5. Award of Contract
DIR Executive Management shall make the decision to award any contracts, if in the best
interest of DIR and the State to do so. The decision of Executive Management on any award is
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final. Any award for this RFO shall be posted under requisition number “DIR-TSO-TMP-415” on
the Electronic State Business Daily, http://esbd.cpa.state.tx.us/, upon execution of a contract
with one or more Respondents. All responses and working papers pursuant to this RFO are not
subject to disclosure under the Public Information Act until all contracts resulting from this RFO
have been executed.
Any Contract resulting from this solicitation is contingent upon the continued availability of lawful
appropriations by the Texas Legislature.
4.6. Vendor Protest Procedures
Any Respondent who is aggrieved in connection with this RFO, evaluation, or award of a
contract may formally protest to DIR in accordance with the Vendor protest procedures posted
on the DIR Web site at:
http://www2.dir.state.tx.us/sitepolicies/pages/Vendorprotest.aspx
END OF RFO
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Request for Offer RFO NO. DIR-TSO-TMP-415
Bid Package 1, Exhibit A
Exhibit A
Vendor Information
This form must be filled out in its entirety and signed by an officer or agent empowered to
contractually bind the Vendor.
1) Company Name: _________________________________________________________
2) Comptroller of Public Accounts Vendor Identification Number: _____________________
3) Principal place of business

Address:
City:
State:
Zip Code:
4) Facility responsible for servicing the contract

Address:
City:
State:
Zip Code:
5) Contact Person regarding Vendor’s response to the RFO

Name:
Address:
City, State, Zip:
Phone Number:
Fax:
Email:
6) Contact Person responsible for contract negotiation

Name:
Address:
City, State, Zip:
Phone Number:
Fax:
Email:
7) Officer or Agent empowered to contractually bind the Vendor:

Name:
Title:
Address:
Phone Number:
Fax:
Email:
Solicitation Exhibit A v. 04/2017

8) Indicate whether or not your company is a certified Historically Underutilized Business

(HUB) with the State of Texas by the CPA.
Yes No
9) Provide the year in which your company was created/incorporated.
10) Vendor must send the Vendor Reference Questionnaire to three (3) companies or government
agencies. Instructions are included in Bid Package 3. DIR is not responsible for undeliverable e-
mails or for non-responsive references. If DIR does not receive a vendor reference, Vendor will
receive a score of “0” for that reference. Include all requested information. References must
respond to DIR on the form provided by the due date in order to be considered in proposal
evaluation. The Vendor Reference Questionnaire form must be submitted directly from the
reference to DIR. The Vendor may not submit the reference form to DIR. Should this occur, the
reference will be scored with a zero (0).
11) List below by subsection all exceptions to the Contract for Services and Standard Terms and
Conditions for Services Contracts in redline form. You must include the basis of your exceptions
and provide proposed alternate language. If Vendor fails to list exceptions in its response,
Vendor shall not be permitted to submit exceptions to the same section during the
negotiation process or thereafter. Vendor shall not redline the contract or Exhibit A. All
exceptions must be listed in the chart below.
Section Section Title Explanation of Proposed Language (redline)

Exception
12) Vendor and Subcontractor Conflict of Interest Disclosure

List below all current or former employees of Vendor and/or proposed Vendor personnel with
conflict of interests as follows:
1) Any current or former employees of Vendor who will spend 20% or more of their time on a
contract resulting from this RFO and are current or former employees of the State of Texas within
the past five (5) years; and
2) Any proposed Vendor personnel assigned to work directly on any Contract to arise from this
RFO 20% or more of their time who are related within two degrees of consanguinity of any current
or former employees of the State of Texas. Disclosure of former state employees may be limited to
the last five (5) years.
Vendor Personnel:
Current or Former Employees who are current Vendor Personnel related to State of
or former State employees (see Note 1 above) Texas Employees (see Note 2 above)

Subcontractor personnel:
Current or Former Employees of Subcontractor Personnel related to State
Subcontractor(s) who are current or former of Texas Employees (see Note 2 above)
State employees (see Note 1 above)
3) Vendor certifies that they are in compliance with Texas Government Code, Title 6, Subtitle B,
Section 669.003, relating to contracting with the executive head of a state agency. If Section
669.003 applies, Vendor will complete the following information in order for the response to be
evaluated: Name of Former Executive, Name of State Agency, Date of Separation for State
Agency, Position with Vendor, and Date of Employment with Vendor.
13) Proof of Financial Stability.
All Vendors responding to this RFO and all Vendors that will enter into a contract with DIR must be
and remain current in payment of all taxes, including Sales and Franchise Taxes. In general, the
Comptroller of Public Accounts must identify the Vendor to be “in good standing” and a Vendor with
which the state is authorized to do business.
Vendors must provide a Dun and Bradstreet D-U-N-S number. The D-U-N-S number MUST be
included in the Vendor’s response. Failure to include the D-U-N-S number listed for the
company shall cause automatic rejection of the response.
14) Electronic Product Environment Assessment Tool (EPEAT). To the extent Customers use products
provided by Vendor in the delivery of Services offered under this RFO, indicate whether the
products provided are EPEAT certified and identify the applicable EPEAT rating (bronze, silver or
gold) for certified products. If products provided are not EPEAT certified, describe Vendor's efforts
to obtain EPEAT certified products.
15) For each manufacturer, Vendor is proposing in the RFO, indicate whether or not the
manufacturer has a program to recycle the manufacturer’s computer equipment and if they
recycle computers from other manufacturers. If you are a reseller, you must indicate
whether your company has a recycling program or will use the manufacturer’s recycling
program for the products listed in this RFO.
Manufacturer Name______________________________________________________
Recycles their own computers? ____________Yes ___________No
Recycles other manufacturer’s computers? ____________Yes _______No
If Reseller, check one that applies:
____________Will use Manufacturer’s program
____________Will use Respondent’s own program
Provide documentation or citation (URL) where the recycling program resides to enable DIR
to verify compliance with this requirement. _______________________________

16) Statement of Compliance
A. Checklist for the RFO
The following checklist is provided for the convenience of Vendors in their response preparation
process. It is not intended to represent an exhaustive list of the mandatory requirements for this
RFO. Vendors must ensure that all mandatory requirements for this RFO are met, even if they are
not included in this checklist. The mandatory documentation must be submitted with the original
and each copy of the response.
A completed checklist shall not be binding on DIR’s administrative review for compliance with the
mandatory response contents specified in this RFO. As step one of the evaluation process, DIR will
review all responses to ensure compliance with the mandatory response contents as specified in
Section 3.7.3. of the RFO and reject any response that does not comply.
All responses must be received by DIR on or before the date and time specified in Section
3.3.1 of this RFO. No late responses will be reviewed.
Item Check
Response addressed to:
Austin, Texas 78701
Attn: Carrie Cooper
External packaging references “RFO DIR-TSO-TMP-415”
Package contains one (1) signed original (clearly marked) of the complete
response with one (1) signed original HUB Subcontracting Plan
Package contains one (1) additional signed original HUB Subcontracting Plan
in a separate envelope
Package contains two (2) clearly marked additional USB Flash drive copies of
the complete response
Package contains one (1) USB Flash drive containing a labeled electronic
folder with any and all response materials, which Vendor asserts are
confidential or proprietary*; and a labeled electronic folder containing all non-
proprietary/confidential and non-copyrighted materials in the Vendor’s
response* (This should include a redacted copy for public release).
(*if required)
Paper responses are bound and the cover of the binder references “DIR-TSO-
TMP-415” and include the name and address of the responding Vendor
Mandatory Response Contents
Vendor Information – Exhibit A
Vendor History and Experience – Exhibit B
Contract Support Plan – Exhibit C
Manufacturer Letters, Section 3.5.1
HUB Subcontracting Plan Forms – Exhibit D – in a separate envelope
Product Pricing – Bid Package 2 in EXCEL Format
Accessibility Documentation (PDAA), Section 2.5 RFO Requirement
Service Agreement(s) (if applicable)

B. Certification Statement
The undersigned hereby certifies on behalf of insert company name here that RFO DIR-TSO-TMP-
415 has been read and understood. In submitting its response insert company name here
represents to DIR the following:
i) Vendor is capable of providing the products and services as described in the RFO;
ii) Vendor is offering true and correct pricing and discounts for the products and services;
iii) Vendor agrees, if awarded a contract, to abide by the terms and conditions of the resulting
contract;
iv) as of the date of signature below, Vendor is not listed in the prohibited Vendors list authorized
by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism”, published by the United States Department of
the Treasury, Office of Foreign Assets Control;
v) Vendor and its principals are not suspended or debarred from doing business with the federal
government as listed in the System for Award Management (SAM) maintained by the General
vi) Vendor certifies, under Texas Government Code, Sections 2155.004 and 2155.006, that the
individual or business entity named in this bid or contract is not ineligible to receive the specified
contract and acknowledges that this contract may be terminated and payment withheld if this
(vii) Vendor certifies that, to the extent applicable to this scope of this RFO, Vendor is in compliance
with Health and Safety Code, Chapter 361, Subchapter Y, related to the Computer Equipment
Recycling Program, and the related rules found at 30 TAC Chapter 328;
(viii) Vendor has not given, offered to give, nor intends to give at any time hereafter any economic
opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public
servant in connection with the submitted response;
(ix) Vendor has not received compensation for participation in the preparation of specifications for
this solicitation as required by Texas Government Code, Section 2155.004(a);
(x) Vendor has not, nor has anyone acting for Vendor, violated the antitrust laws of the United States
or the State of Texas, nor communicated directly or indirectly to any competitor or any other person
engaged in such line of business for the purpose of obtaining an unfair price advantage;
(xi) Vendor is not currently delinquent in the payment of any franchise tax owed the State of Texas
and is not ineligible to receive payment under Section 231.006 of the Texas Family Code and
acknowledges the Contract may be terminated and payment withheld if this certification is
inaccurate, and any Vendor subject to Section 231.006 must include names and social security
numbers of each person with at least 25% ownership of the business entity submitting the response,
prior to award; .Enter the name and Social Security Numbers for each person below (alternatively,
if this section applies, Vendor may make a note here and include Names and Social Security
Numbers on a separate page and include it in the electronic folder labeled “Confidential and
Proprietary.”
Name: Social Security Number:

xii) Vendor agrees that any payments due under this Contract will be applied towards any debt,
including but not limited to delinquent taxes and child support that is owed to the State of Texas;
(xiii) Vendor agrees to comply with Texas Government Code, Section 2155.4441, relating to use of
service contracts for products produced in the State of Texas;
(xiv) Vendor certifies it is in compliance with Texas Government Code, Section 669.003, relating to
(xv) Vendor certifies for itself and its subcontractors that it has identified all current or former, within
the last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or
more of their time and has disclosed them to DIR and has disclosed or does not employ any relative
of a current or former state employee within two degrees of consanguinity, and, if these facts change
during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of
subcontractors the name and other pertinent information about the employment of current and
former employees and their relatives within two degrees of consanguinity;
(xvi) Vendor represents and warrants that the provision of goods and services or other performance
under the Contract will not constitute an actual or potential conflict of interest and certifies that it will
not reasonably create the appearance of impropriety;
(xvii) Vendor certifies that if a Texas address is shown as the Principle Place of Business in Exhibit
A, Vendor Information Form, Vendor qualifies as a Texas Resident Bidder as defined in Texas
Administrative Code, Title 34, Part I, Chapter 20;
(xviii) Vendor understands and agrees that Vendor may be required to comply with additional terms
and conditions or certifications that an individual Customer may require due to state and federal law
(e.g., privacy and security requirements); and
(xix) Vendor agrees that these representations will be incorporated into any subsequent
agreement(s) between Vendor and Customer that result from this RFO.
(xx) Respondent certifies that there have been ☐ yes / ☐ no canceled contracts in the past
five (5) years. Note: If yes is checked, Respondent must complete Exhibit A, Attachment 1
& 2 and submit with the response.
__________________________________________________________
Signature of Officer or Agent empowered to contractually bind the Vendor
_______________________________________
Date

Exhibit A
Attachment 1
List of Vendor’s Cancelled Contracts
THIS FORM MUST BE COMPLETED/SIGNED BY RESPONDENT FOR ANY IDENTIFIED

CONTRACT CANCELLED WITHIN THE PAST FOUR YEARS REFERENCE AND SUBMITTED WITH
THE RESPONDENT’S REQUIREMENTS SUBMISSION
RESPONDENT NAME: __________________________________________________________________
COMPANY
NAME
COMPANY
ADDRESS
(Street, City,
State, Zip Code)
*CONTACT
NAME / PHONE
*E-MAIL
CONTRACT AWARD OPERATIONS START CONTRACT CANCELLATION

DATE: DATE: DATE:
DESCRIPTION OF SERVICE:
REASON FOR CANCELLATION:
COMPANY
NAME
COMPANY
ADDRESS
(Street, City,
State, Zip Code)
*CONTACT
NAME / PHONE
*E-MAIL
CONTRACT AWARD OPERATIONS START CONTRACT CANCELLATION

DATE: DATE: DATE:
DESCRIPTION OF SERVICE:
REASON FOR CANCELLATION:
* Note: Do NOT complete these fields if DIR is the Cancelled Contract Reference

Exhibit A
Attachment 2
RESPONDENT RELEASE OF LIABILITY
(TO REFERENCE)
THIS FORM MUST BE COMPLETED/SIGNED BY RESPONDENT FOR EACH IDENTIFIED

REFERENCE (GENERAL REFERENCES AND CANCELLED CONTRACT REFERENCES) AND
SUBMITTED WITH THE RESPONDENTS REQUIREMENTS SUBMISSION
To company providing the reference:

Enter name of company providing the reference here
You are hereby requested to provide a business reference for:
Enter name of company (Respondent) or key staff person’s name needing a

reference
to the:
Texas Department of Information Resources
Solicitation Evaluation Team
Please disclose any and all information that you deem relevant relating to the above-named
parties’ business relationship. By signing this document, the entity and, if applicable, individual
key staff person signing below releases the above-named company providing a reference, its
agents, employees, and all persons, natural or corporate, in privity with above-named company
providing a reference from any and all liability, claims or causes of action arising from their
disclosure of information pursuant to this request for a business reference.
Signed the ______________ day of ______________, 20____.
(Respondent Signature)
(Respondent Printed Name)
(Respondent Title)
Signed the ______________ day of ______________, 20____.
(Key Staff Signature or “N/A” if Respondent-

level release)
(Key Staff Printed Name)

Oracle Branded Hardware, Software, Cloud

and Related Products and Services
Bid Package 1, Exhibit B
Exhibit B
Vendor History and Experience
1) Provide a detailed history of your company.
2) Provide the number of years your company has sold the products/services requested in this
RFO.
3) Provide the number of years your company has sold the products/services requested in this
RFO to Texas state agencies, local governments, independent school districts, and
institutions of higher education.
4) Indicate whether or not Texas state agencies, local governments, independent school
districts, and institutions of higher education have purchased the products/services listed in
this RFO from your company within the last 12 months.
Yes No
If yes, provide the entity names, total sales, quantity sold, and discount % off list price.
5) Indicate whether or not your company holds a contract for use by public entities (state
agencies, local governments, independent school districts, public universities) in any other
states for the same products/services requested in this RFO.
Yes No
6) Indicate whether or not your company holds a contract with any entity or consortium
authorized by Texas law to sell the products and services requested in this RFO to Texas
state agencies, local governments, independent school districts, and institutions of higher
education.
Yes No
7) Indicate whether or not your company currently holds or has held a DIR contract(s) in the
past 5 years.
Yes No
If yes, provide the DIR contract number(s).

END OF EXHIBIT B
Solicitation Exhibit B v. 04/2017
Oracle Branded Hardware, Software, Cloud
and Related Products and Services
Bid Package 1, Exhibit C
Exhibit C
Contract Marketing and Support Plan
Vendor must provide a plan that describes the Vendor’s ability and strategy for promoting
and supporting the contract, if awarded. The plan must include the information listed
below.
1) Describe your company’s strategy for marketing and selling the services listed in this RFO
to eligible DIR Customers. A Contract Marketing Plan, as an example, would list the
marketing elements Vendor would use like publishing on DIR website, email signature tag,
Trade Publication Advertisements etc.
2) Describe your company’s strategy for providing sales, order processing, and support of
eligible DIR Customers throughout the State of Texas.
3) Provide the projected total sales of the services listed in this RFO that your company
anticipates making to eligible DIR Customers within the next 12 months. If available, show
the projected sales breakdown between the following segments: State and Local
Governments, Higher Education, and K-12.
4) Do you have other existing DIR Contracts? If yes, list those existing DIR contracts, and
explain how this contract will impact the marketing and support of your other contracts?
How will your other contracts impact the marketing of this contract, should you receive an
award?
5) Provide an overview of the management and customer relationship team that will be
responsible for managing the State’s relationship in the event of being awarded a contract.
Address the following:
a. Describe the geographical reach of the Vendor, teaming partners and subcontractors
(if any), to include, at a minimum, locations of corporate and branch offices as well as
locations where work is currently taking place. Explain how these locations and any
proposed new locations will be used in the performance of this contract.
b. Provide names, titles, prior account management experience for accounts of the
State’s size and type.
c. Provide an organization chart identifying the chain of command for managing this
contract, including resource sourcing responsibility, and organization components that
support this contract. In a narrative, describe how the Vendor will manage the contract
to ensure uninterrupted, high quality performance and overall contract effectiveness.
END OF EXHIBIT C
Solicitation Exhibit C v.04/2017

RFO NO. DIR-TSO-TMP-415 287 of 446
Bid Package 1, Exhibit D
Rev. 2/17

QUICK CHECKLIST
While this HSP Quick Checklist is being provided to merely assist you in readily identifying the sections of the HSP form that you will need to
complete, it is very important that you adhere to the instructions in the HSP form and instructions provided by the contracting agency.
If you will be awarding all of the subcontracting work you have to offer under the contract to only Texas certified HUB vendors, complete:
Section 1 - Respondent and Requisition Information

Section 2 a. - Yes, I will be subcontracting portions of the contract.
Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors.
Section 2 c. - Yes
Section 4 - Affirmation
GFE Method A (Attachment A) - Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b.
If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non-HUB vendors, and the aggregate
percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you do not have a
continuous contract* in place for more than five (5) years meets or exceeds the HUB Goal the contracting agency identified in the
“Agency Special Instructions/Additional Requirements”, complete:

Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors
and Non-HUB vendors.
Section 2 c. - No
Section 2 d. - Yes
GFE Method A (Attachment A) - Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b.
If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non-HUB vendors or only to Non-HUB
vendors, and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which
you do not have a continuous contract* in place for more than five (5) years does not meet or exceed the HUB Goal the contracting agency
identified in the “Agency Special Instructions/Additional Requirements”, complete:

Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors
and Non-HUB vendors.
Section 2 c. - No
Section 2 d. - No
GFE Method B (Attachment B) - Complete an Attachment B for each of the subcontracting opportunities you listed in Section 2 b.
If you will not be subcontracting any portion of the contract and will be fulfilling the entire contract with your own resources
(i.e., employees, supplies, materials and/or equipment), complete:
Section 2 a. - No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources.
Section 3 - Self Performing Justification
where the HUB vendor provides the prime contractor with goods or service, to include under the same contract for a specified period of time. The
frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or
more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than
renewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into “new”
contracts.
288 of 446
Rev. 2/17

In accordance with Texas Gov’t Code §2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore,
all respondents, including State of Texas certified Historically Underutilized Businesses (HUBs) must complete and submit this State of Texas HUB Subcontracting
Plan (HSP) with their response to the bid requisition (solicitation).
NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov’t Code §2161.252(b).
The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the
goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAC) §20.284 are:
• 11.2 percent for heavy construction other than building contracts,
• 21.1 percent for all building construction, including general contractors and operative builders’ contracts,
• 32.9 percent for all special trade construction contracts,
• 23.7 percent for professional services contracts,
• 26.0 percent for all other services contracts, and
• 21.1 percent for commodities contracts.
- - Agency Special Instructions/Additional Requirements - -
In accordance with 34 TAC §20.285(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for
its subcontracting opportunities if the total value of the respondent’s subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the
agency specific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with
which it will subcontract. If using existing contracts with Texas certified HUBs to satisfy this requirement, only the aggregate percentage of the contracts expected
to be subcontracted to HUBs with which the respondent does not have a continuous contract* in place for more than five (5) years shall qualify for meeting the
HUB goal. This limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study.
SECTION 1: RESPONDENT AND REQUISITION INFORMATION
a. Respondent (Company) Name: State of Texas VID #:

Point of Contact: Phone #:
E-mail Address: Fax #:
b. Is your company a State of Texas certified HUB? - Yes - No
c. Requisition #: Bid Open Date:

(mm/dd/yyyy)
1
Rev. 2/17
289 of 446
Enter your company’s name here: Requisition #:
SECTION 2: RESPONDENT's SUBCONTRACTING INTENTIONS

After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, and taking into consideration the scope of work
to be performed under the proposed contract, including all potential subcontracting opportunities, the respondent must determine what portions of work, including
contracted staffing, goods and services will be subcontracted. Note: In accordance with 34 TAC §20.282, a “Subcontractor” means a person who contracts with
a prime contractor to work, to supply commodities, or to contribute toward completing work for a governmental entity.
a. Check the appropriate box (Yes or No) that identifies your subcontracting intentions:
- Yes, I will be subcontracting portions of the contract. (If Yes, complete Item b of this SECTION and continue to Item c of this SECTION.)
- No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources, including employees, goods and
-
services. (If No, continue to SECTION 3 and SECTION 4.)
b. List all the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract
you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non-HUB).
HUBs Non-HUBs
Percentage of the contract Percentage of the contract
Item # Subcontracting Opportunity Description expected to be subcontracted to expected to be subcontracted to Percentage of the contract
HUBs with which you do not have HUBs with which you have a expected to be subcontracted
a continuous contract* in place continuous contract* in place for to non-HUBs.
for more than five (5) years. more than five (5) years.
1 % % %
2 % % %
3 % % %
4 % % %
5 % % %
6 % % %
7 % % %
8 % % %
9 % % %
10 % % %
11 % % %
12 % % %
13 % % %
14 % % %
15 % % %
(Note: If you have more than fifteen subcontracting opportunities, a continuation sheet is available online at https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php).
c. Check the appropriate box (Yes or No) that indicates whether you will be using only Texas certified HUBs to perform all of the subcontracting opportunities
you listed in SECTION 2, Item b.
- Yes (If Yes, continue to SECTION 4 and complete an “HSP Good Faith Effort - Method A (Attachment A)” for each of the subcontracting opportunities you listed.)
- No (If No, continue to Item d, of this SECTION.)
d. Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBs
with which you do not have a continuous contract* in place with for more than five (5) years, meets or exceeds the HUB goal the contracting agency
identified on page 1 in the “Agency Special Instructions/Additional Requirements.”
- Yes (If Yes, continue to SECTION 4 and complete an “HSP Good Faith Effort - Method A (Attachment A)” for each of the subcontracting opportunities you listed.)
- No (If No, continue to SECTION 4 and complete an “HSP Good Faith Effort - Method B (Attachment B)” for each of the subcontracting opportunities you listed.)
where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency
the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more
contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than
renewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into “new”
contracts.
2
Rev. 2/17
290 of 446
SECTION 2: RESPONDENT's SUBCONTRACTING INTENTIONS (CONTINUATION SHEET)

This
page can be used as a continuation sheet to the HSP Form’s page 2, Section 2, Item b. Continue listing the portions of work (subcontracting
opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs,
and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non-HUB).
HUBs Non-HUBs
Percentage of the contract Percentage of the contract Percentage of the contract

Item # Subcontracting Opportunity Description expected to be subcontracted to expected to be subcontracted to expected to be subcontracted
HUBs with which you do not have HUBs with which you have a to non-HUBs.
a continuous contract* in place continuous contract* in place for
for more than five (5) years. more than five (5) years.
16 % % %
17 % % %
18 % % %
19 % % %
20 % % %
21 % % %
22 % % %
23 % % %
24 % % %
25 % % %
26 % % %
27 % % %
28 % % %
29 % % %
30 % % %
31 % % %
32 % % %
33 % % %
34 % % %
35 % % %
36 % % %
37 % % %
38 % % %
39 % % %
40 % % %
41 % % %
42 % % %
43 % % %
where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the
HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts
that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or
extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into “new” contracts.
HSP – SECTION 2
(Continuation Sheet)
Rev. 2/17
291 of 446
SECTION -3: SELF PERFORMING JUSTIFICATION (If you responded “No” to SECTION 2, Item a, you must complete this SECTION and continue to SECTION 4.) If you
responded “No” to SECTION 2, Item a, in the space provided below explain how your company will perform the entire contract with its own employees, supplies,
materials and/or equipment.
SECTION-4: AFFIRMATION
As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and
supporting documentation submitted with the HSP is true and correct. Respondent understands and agrees that, if awarded any portion of the requisition:
• The respondent will provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor for the awarded
contract. The notice must specify at a minimum the contracting agency’s name and its point of contact for the contract, the contract award number, the
subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of
the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency’s
point of contact for the contract no later than ten (10) working days after the contract is awarded.
• The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report – PAR) to the contracting agency, verifying its
compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBs and Non-HUBs). (The PAR is available at
https://www.comptroller.texas.gov/purchasing/docs/hub-forms/ProgressAssessmentReportForm.xls).
• The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different
subcontractors and the termination of a subcontractor the respondent identified in its HSP. If the HSP is modified without the contracting agency’s prior approval,
respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all
state contracting.
• The respondent must, upon request, allow the contracting agency to perform on-site reviews of the company’s headquarters and/or work-site where services
are being performed and must provide documentation regarding staffing and other resources.
Signature Printed
Name Title Date
(mm/dd/yyyy)
Reminder:
If you responded “Yes” to SECTION 2, Items c or d, you must complete an “HSP Good Faith Effort - Method A (Attachment A)” for each of
If you responded “No” SECTION 2, Items c and d, you must complete an “HSP Good Faith Effort - Method B (Attachment B)” for each of
the subcontracting opportunities you listed in SECTION 2, Item
b.
3
292 of 446
HSP Good Faith Effort - Method A (Attachment A) Rev. 2/17
IMPORTANT: If you responded “Yes” to SECTION 2, Items c or d of the completed HSP form, you must submit a completed “HSP Good Faith Effort -
Method A (Attachment A)” for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo-copy this
page or download the form at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-gfe-achm-a.pdf

the attachment.

List the subcontractor(s)
- you selected to perform the subcontracting opportunity you listed above in SECTION A-1. Also identify whether they are a Texas certified
use the State of Texas’ Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at
Contract
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to
provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the
contracting agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the
Page 1 of 1
(Attachment A)
HSP Good Faith Effort - Method B (Attachment B) 293 of 446 Rev. 2/17
Enter your company’s name here:

Requisition #:

IMPORTANT: If you responded “No” to SECTION 2, Items c and d of the completed HSP form, you must submit a completed “HSP Good Faith Effort -
Method B (Attachment B)” for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo-copy this
page or download the form at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-gfe-achm-b.pdf..
SECTION B-1: SUBCONTRACTING OPPORTUNITY

Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are
completing the attachment.
SECTION B-2:
-- MENTOR PROTÉGÉ PROGRAM
If respondent is participating as a Mentor in a State of Texas Mentor Protégé Program, submitting its Protégé (Protégé must be a State of Texas certified HUB) as a
subcontractor to perform the subcontracting opportunity listed in SECTION B-1, constitutes a good faith effort to subcontract with a Texas certified HUB towards that
specific portion of work.
Check the appropriate box (Yes or No) that indicates whether you will be subcontracting the portion of work you listed in SECTION B-1 to your Protégé.
- Yes (If Yes, continue to SECTION B-4.)
- No / Not Applicable (If No or Not Applicable, continue to SECTION B-3 and SECTION B-4.)
SECTION B-3:
- NOTIFICATION OF SUBCONTRACTING OPPORTUNITY
-
When completing this section you MUST comply with items a, b, c and d, thereby demonstrating your Good Faith Effort of having notified Texas certified HUBs and
trade organizations or development centers about the subcontracting opportunity you listed in SECTION B-1. Your notice should include the scope of work,
information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person.
When sending notice of your subcontracting opportunity, you are encouraged to use the attached HUB Subcontracting Opportunity Notice form, which is also available
online at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/HUBSubcontractingOpportunityNotificationForm.pdf.
Retain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBs and trade
organizations or development centers. Also, be mindful that a working day is considered a normal business day of a state agency, not including weekends, federal or
state holidays, or days the agency is declared closed by its executive officer. The initial day the subcontracting opportunity notice is sent/provided to the HUBs and to
the trade organizations or development centers is considered to be “day zero” and does not count as one of the seven (7) working days.
a. Provide written notification of the subcontracting opportunity you listed in SECTION B-1, to three (3) or more Texas certified HUBs. Unless the contracting agency
specified a different time period, you must allow the HUBs at least seven (7) working days to respond to the notice prior to you submitting your bid response to the
contracting agency. When searching for Texas certified HUBs and verifying their HUB status, ensure that you use the State of Texas’ Centralized Master Bidders
List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. HUB status code “A”
signifies that the company is a Texas certified HUB.
b. List the three (3) Texas certified HUBs you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the company’s Texas Vendor
Identification (VID) Number, the date you sent notice to that company, and indicate whether it was responsive or non-responsive to your subcontracting
opportunity notice.
Texas VID Date Notice Sent Did the HUB Respond?
Company Name
(Do not enter Social Security Numbers.) (mm/dd/yyyy)
- Yes - No
- Yes - No
- Yes - No
c. Provide written notification of the subcontracting opportunity you listed in SECTION B-1 to two (2) or more trade organizations or development centers in Texas to
assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. Unless the contracting agency specified a
different time period, you must provide your subcontracting opportunity notice to trade organizations or development centers at least seven (7) working days prior to
submitting your bid response to the contracting agency. A list of trade organizations and development centers that have expressed an interest in receiving notices
of subcontracting opportunities is available on the Statewide HUB Program’s webpage at https://www.comptroller.texas.gov/purchasing/vendor/hub/resources.php.
d. List two (2) trade organizations or development centers you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the date
when you sent notice to it and indicate if it accepted or rejected your notice.
Date Notice Sent Was the Notice Accepted?
Trade Organizations or Development Centers
(mm/dd/yyyy)
- Yes - No
- Yes - No
Page 1 of 2
(Attachment B)
HSP Good Faith Effort - Method B (Attachment B) Cont.
294 of 446
Rev. 2/17
SECTION B-4: SUBCONTRACTOR SELECTION

the attachment.
a. Enter the item number and description of the subcontracting opportunity for which you are completing this Attachment B continuation page.
b. List the subcontractor(s) you selected to perform the subcontracting opportunity you listed in SECTION B-1. Also identify whether they are a Texas certified
HUB and their Texas Vendor Identification (VID) Number or federal Emplioyer Identification Number (EIN), the approximate dollar value of the work to be
subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBs and verifying their HUB status, ensure that
you use the State of Texas’ Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at
Percentage of
Dollar Amount
Contract
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
c. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B-1 is not a Texas certified HUB, provide written
justification for your selection process (attach additional page if necessary):
notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the
contracting agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity it (the subcontractor) will perform, the
Page 2 of 2
(Attachment B)
HUB Subcontracting Opportunity Notification Form
295 of 446 Rev. 2/17
In accordance with Texas Gov’t Code, Chapter 2161, each state agency that considers entering into a contract with an expected value of $100,000 or more shall, before the
agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. The state
agency I have identified below in Section B has determined that subcontracting opportunities are probable under the requisition to which my company will be responding.
34 Texas Administrative Code, §20.285 requires all respondents (prime contractors) bidding on the contract to provide notice of each of their subcontracting opportunities to at
least three (3) Texas certified HUBs (who work within the respective industry applicable to the subcontracting opportunity), and allow the HUBs at least seven (7) working days
to respond to the notice prior to the respondent submitting its bid response to the contracting agency. In addition, at least seven (7) working days prior to submitting its bid
response to the contracting agency, the respondent must provide notice of each of its subcontracting opportunities to two (2) or more trade organizations or development centers
(in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman, Service Disabled Veteran)
identified in Texas Administrative Code §20.282(19)(C).
We respectfully request that vendors interested in bidding on the subcontracting opportunity scope of work identified in Section C, Item 2, reply no later than the date and time
identified in Section C, Item 1. Submit your response to the point-of-contact referenced in Section A.
SECTION A: PRIME CONTRACTOR’S INFORMATION

Company Name: State of Texas VID #:
E-mail Address: Fax #:
SECTION B: CONTRACTING STATE AGENCY AND REQUISITION INFORMATION

Agency Name:
Requisition #: Bid Open Date:
(mm/dd/yyyy)
SECTION C: SUBCONTRACTING OPPORTUNITY RESPONSE DUE DATE, DESCRIPTION, REQUIREMENTS AND RELATED INFORMATION
1. Potential Subcontractor’s Bid Response Due Date:
If you would like for our company to consider your company’s bid for the subcontracting opportunity identified below in Item 2,
we must receive your bid response no later than on .
Central Time Date (mm/dd/yyyy)
In accordance with 34 TAC §20.285, each notice of subcontracting opportunity shall be provided to at least three (3) Texas certified HUBs, and allow the HUBs at
least seven (7) working days to respond to the notice prior to submitting our bid response to the contracting agency. In addition, at least seven (7) working days prior
to us submitting our bid response to the contracting agency, we must provide notice of each of our subcontracting opportunities to two (2) or more trade
organizations or development centers (in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native
American, Woman, Service Disabled Veteran) identified in Texas Administrative Code, §20.282(19)(C).
(A working day is considered a normal business day of a state agency, not including weekends, federal or state holidays, or days the agency is declared closed
by its executive officer. The initial day the subcontracting opportunity notice is sent/provided to the HUBs and to the trade organizations or development centers
is considered to be “day zero” and does not count as one of the seven (7) working days.)
2. Subcontracting Opportunity Scope of Work:
3. Required Qualifications: - Not Applicable
4. Bonding/Insurance Requirements: - Not Applicable
5. Location to review plans/specifications: - Not Applicable

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BID PACKAGE 2 - PRICING SHEET
Instructions
GENERAL INSTRUCITONS
1.The discount being offered shall be based upon the Manufacturer's Suggested Retail Price (MSRP).
2. Discount percentage off MSRP should be two (2) decimals (example: 10.00%)
3. Discount range (e.g., 0% - 99%) is not allowed.
4. Manufactured Suggested Retail Price or MSRP - shall be Vendor's commercial MSRP unless otherwise noted by the Vendor.
5. The Price List and/or MSRP shall not be developed for the purpose of this proposal.
6. Administrative Fees should be included in any discounts or DIR Customer Price.
6. THIS PRICING SHEET MUST BE SUBMITTED IN EXCEL FORMAT. Do NOT make changes to the format except to insert
additional rows as needed.
PRICING SHEET FOR BRANDED PRODUCTS & RELATED SERVICES (TABS 2)

1. Respondent/Vendor must provide a hyperlink to the Published Price List with the MSRP prices for all the products in each
proposed category and subcategory
2. If there is not a link available for the Published Pricing List, provide a compressed (zipped) file(s) with your proposal that will
allow the evaluation/validation of MSRP reported for every product within each category or subcategory proposed.
3. Discount percentage should be same for every product available in Manufacturer's Published Prices for each proposed
category or subcategory if applicable.
PRICING SHEET FOR THIRD (3RD) PARTY PRODUCTS (TABS 3)

1. Respondent should provide a discount off of the Manufacturer's Suggested Retail Price (MSRP).
2. Respondent must provide a detailed description of products within each 3rd party Brand that the Respondent is proposing.
3.Third party products will be awarded at DIR discretion and may only be sold as part of an the BRANDED solution and cannot
be sold separately unless the 3rd party product is for maintenance or support of the BRANDED solution.
VOLUME DISCOUNTS (TABS 4)
1. If Vendor is proposing Volume Discounts, the product must be listed separately with the associated type or grouped with an
associated discount.
ABC Product, 1-5 Units - 10%
ABC Product, 6-10 Units - 20%
ABC Product, 10+ Units - 30%
2. If Vendor is proposing Increased discounts based on total statewide aggregate contract sales, Vendor must list total contract
dollar amount threshold, specific product and/or service or ALL, and discount percentage increase.
CLOUD SERVICES (TAB 5)

1. INFRASTRUCTURE AS A SERVICE: Respondents/Vendors submitting a bid for BRANDED Infrastructure as a Service
MUST complete IaaS Catalog Pricing Tab. Provide pricing for all BRANDED cloud services Vendor wants considered for award
as a result of this RFO. Vendors should include Sub-Categories/Descriptors that identify the category of service provided within
the IaaS model (e.g., Computer/Infrastructure Services, Disaster Recovery, GIS, etc.)
2. PLATFORM AS A SERVICE: Respondent/Vendors submitting a bid for BRANDED Platform as a Service MUST complete
PaaS Catalog Pricing Tab, with pricing for all BRANDED cloud services Respondent/Vendor wants considered for award as a
result of this RFO. Include Sub-Categories/Descriptors that identify the category of service provided within the PaaS model
(e.g., Analytics, Database, Electronic Records Management, GIS, etc.)
4. MISCELLANEOUS AS A SERVICE: Respondent/Vendors submitting a bid for their solutions under BRANDED
Miscellaneous as a Service MUST complete MaaS Catalog Pricing Tab, with pricing for all BRANDED cloud services
Respondent/Vendor wants considered for award as a result of this RFO. Include Sub-Categories/Descriptors that identify the
category of service provided within the MaaS model.
4. SOFTWARE AS A SERVICE: Respondent/Vendors submitting a bid for their solutions under BRANDED Miscellaneous as a
Service MUST complete MaaS Catalog Pricing Tab, with pricing for all BRANDED cloud services Respondent/Vendor wants
considered for award as a result of this RFO. Include Sub-Categories/Descriptors that identify the category of service provided
within the MaaS model.
3. CLOUD BROKER: Respondent/Vendors submitting a bid for Cloud Broker MUST complete Cloud Broker Pricing Tab, with
pricing for all cloud broker services Respondent/Vendor wants considered for award as a result of this RFO. Provide a pricing
model for broker services at a discount off MSRP.
4. CLOUD TECHNICAL SERVICES: Respondent/Vendors may submit a bid for cloud technical services.
297 of 446

BID PACKAGE 2A - PRICING SHEET
IMPORTANT INSTRUCTIONS! PLEASE READ!
PRODUCTS AND RELATED SERVICES PRICING SHEET
1.Please provde a link to Published Pricing list with the MSRPs for all parts
RESPONDING VENDOR COMPANY NAME:_______________________________________________________ or if there is not a link available for the Published Pricing List, provide a
compressed (zipped) file(s) with your proposal that will allow the
evaluation/validation of MSRP reported for every product within each
PROPOSED BRAND:___________________________________________________________________________ category or subcategory proposed.
HYPERLINK:_________________________________________________________________________________
2. Discount percentage should be same for every product available in
Manufacturer's Published Prices for each proposed category or
BRANDED PRODUCTS AND RELATED SERVICES subcategory if applicable.
SOFTWARE 3. Insert additional rows as needed
DIR Customer DIR CUSTOMER

Product Category or Product Description and/or Service Discount % off PRICE (MSRP-DIR Description of
Part Number MSRP
SubCategory or Services*
CUSTOMER
Description MSRP* DISCOUNT Plus
MSRP
(2 Decimals) Admin Fee)
EXAMPLE of proposing by Standard

ALL $299.00 30.00% $210.87
Category): Oracle Commercial Pricing
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
insert additional rows as needed $0.00
HARDWARE

Product Category or SubCategory Product Description and/or Service Discount % off PRICE (MSRP-DIR Description of
Part Number MSRP CUSTOMER
or Services* Description MSRP* MSRP
DISCOUNT Plus
EXAMPLE - Servers ALL $2,990.00 30.00% $2,108.70
insert additional rows as needed
Accesssories, Peripherals, Etc..

DISCOUNT Plus
EXAMPLE -Toughbook Accessories Mounting Equipment All $29.00 30.00% $20.45
Related Services

DISCOUNT Plus
EXAMPLE -Technical Services Installation Servcies $129.00 30.00% $90.98

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RESPONDING VENDOR COMPANY NAME:_______________________________________________________

Discount % off PRICE (MSRP-DIR
Manufacturer MSRP* (2 CUSTOMER
Brand Name* Brand Category* Product Description MSRP decimals) DISCOUNT)
Example (Propose
Software licenses in support of
by Product) - New Licenses $300.00 18.00% $247.85
IBM X Server
VMWare
IMPORTANT!! PLEASE READ!
1. Product Description should state how the Third Party product is used to
support, create, enhance or extend the functionality of the Branded products.
2. Third party products may be proposed as an option and will be awarded at the
discretion of DIR.
3. By listing a Third Party Manufacturer Brand and proposing a Pricing Discount

% off of MSRP, Vendor attests that they have authorization from the manufacturer
to resell their product on a resulting DIR contract. List all Third Party Manufacturer
Brands that will be offered on a potential DIR contract award. At any time during
the contract term, DIR may require Vendor to provide a Letter of Authorization
from the manufacturer stating that Vendor has the authorization to sell their
products and/or that the Vendor has the certifications to provide the Related
Services on a DIR contract.
add additional rows if

applicable
299 of 446

BRANDED VOLUME DISCOUNTS
RESPONDING VENDOR COMPANY NAME:_________________________________
BELOW ARE EXAMPLES ONLY, VENDOR MAY ALTER THE VOLUME TYPE AS NEEDED.
COMPLETE A DIFFERENT VOLUME CHART FOR EACH BRANDED PROPOSED
VOLUME DISCOUNT- PRODUCTS AND RELATED SERVICES

DIR Customer
PRODUCT CATEGORY OR
Type of Volume Discount % off
SUBCATEGORY
MSRP
By Quantity
1-99 units
100-500 units
500+ units
Per Transaction (e.g. Purchase Order)

Per Dollar Volume Threshold

Total Statewide Aggregate Contract Sales

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IMPORTANT INSTRUCTIONS! PLEASE READ!
CLOUD SERVICES PRICING SHEET
1.If there is not a link available for the Published Pricing List, provide a
RESPONDING VENDOR COMPANY NAME:_______________________________________________________ compressed (zipped) file(s) with your proposal that will allow the
evaluation/validation of MSRP reported for every product within each
category or subcategory proposed.
HYPERLINK:__________________________________________________________________________________ 2. Discount percentage should be the same discount for every cloud service
available in Manufacturer's Published Prices for each proposed category or
subcategory if applicable.
BRANDED CLOUD SERVICES
4. Administrative fees (.75%) should be included in discounts and/or DIR
DIR Customer DIR CUSTOMER customer prices.
Cloud Services Category or Service Number (if Discount % off PRICE (MSRP-DIR
Service Description MSRP 5. Insert additional rows as needed
Subcategory or Services* applicable) MSRP* CUSTOMER
(2 Decimals) DISCOUNT)
Infrastruce as a Service
(IaaS) Sub-
Category/Descriptor
EXAMPLE:
Brand X Cloud Server – Includes 2 vCPUs, 3
Brand X Computer/Infrastructure GB of reserved memory, 200 GB of storage and
Services 250 GB of bandwidth ABC663-I $ 300.00 10% $ 270.00

Platform as a Services
Service Number (if Discount % off PRICE (MSRP-DIR
(PaaS) Sub- Service Description MSRP
Category/Descriptor
applicable) MSRP* CUSTOMER
EXAMPLE:
Brand X Database/Relational BRAND X Cloud Platform as a Service ABC664-P $ 100.00 10% $ 90.00

Miscellaneous as a
Services (MaaS) Sub- Service Description MSRP
Category/Descriptor
EXAMPLE:
Brand X Disaster Recovery as a BRAND X Disaster Recovery as a Cloud
Cloud Service Service ABC665-M $ 300.00 10% $ 270.00

Software as a Services
(SaaS) Sub- Service Description MSRP
Category/Descriptor
EXAMPLE:
IBM Passport Advantage BRAND X Software as a Services ABC665-M $ 300.00 10% $ 270.00

Cloud Broker Sub- Service Number (if Discount % off PRICE (MSRP-DIR
Service Description MSRP
Category/Descriptor applicable) MSRP* CUSTOMER
Cloud Broker Services - include description of

EXAMPLE what is included ABC663-B $ 300.00 10% $ 270.00

Cloud Technical Services Service Description MSRP
EXAMPLE Help Desk Services (Hourly Rate) CTS-123 $ 100.00 10% $ 90.00

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Bid Package 4 DIR Contract No. DIR-TSO-XXXX
Vendor Contract No. ________________
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
VENDOR NAME
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas,
acting by and through the Department of Information Resources (hereinafter “DIR”) with
its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701,
and VENDOR NAME (hereinafter “Vendor”), with its principal place of business at
E
VENDOR ADDRESS.
B. Compliance with Procurement Laws

PL
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State
Business Daily, Request for Offer (RFO) DIR-SDD-TMP-XXX, on POSTING DATE, for
NAME OF RFO. DIR subsequently issued a BAFO opportunity on BAFO DATE. Upon
execution of this Contract, a notice of award for RFO DIR-SDD-TMP-XXX shall be posted
M
by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows:
SA
this Contract; Appendix A, Standard Terms and Conditions For Products and Related
Services Contracts; Appendix B, Vendor’s Historically Underutilized Businesses
Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Customer Service
Agreement; Appendix E, Master Operating Lease Agreement; Appendix F, Master Lease
Agreement; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP-XXX, including all
addenda; and Exhibit 2, RFO DIR-TSO-TMP-XXX, including all addenda; are
incorporated by reference and constitute the entire agreement between DIR and Vendor
governing purchase transactions. For Lease transactions under this Contract the order of
precedence shall be as follows: this Contract; Appendix E, Master Operating Lease
Agreement; Appendix F, Master Lease Agreement, as applicable depending on the type of
lease; Appendix A, Standard Terms and Conditions For Products and Related Services
Contracts; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting
Plan; Appendix C, Pricing Index; Appendix D, Customer Service Agreement; Exhibit 1,
Vendor’s Response to RFO DIR-TSO-TMP-XXX, including all addenda; and Exhibit 2,
RFO DIR-SDD-TMP-160, including all addenda; are incorporated by reference and
constitute the entire agreement between DIR and Vendor governing lease transactions. In
the event of a conflict between the documents listed in this paragraph related to purchases,
the controlling document shall be this Contract, then Appendix A, then Appendix B, then
Department of Information Resources Page 1 of 6 (DIR rev 12/01/16)

302 of 446
DIR Contract No. DIR-TSO-XXXX
Appendix C, then Appendix D, then Appendix E, then Appendix F, then Exhibit 1, and
finally Exhibit 2. In the event of a conflict between the documents listed in this paragraph
related to lease transactions, the controlling document shall be this Contract, then Appendix
E or Appendix F, depending on the type of lease transaction, then Appendix A, then
Appendix B, then Appendix C, then Appendix D, then Exhibit 1, and finally Exhibit 2. In
the event and to the extent any provisions contained in multiple documents address the
same or substantially the same subject matter but do not actually conflict, the more recent
provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The term of this Contract shall be one (1) year commencing on the last date of approval by
DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the
Contract, upon mutual agreement, for up to three (3) optional one-year terms. Additionally,
the parties by mutual agreement may extend the term for up to ninety (90) additional
calendar days.
E
3. Product and Service Offerings
A. Products
PL
Products available under this Contract are limited to insert product description here as
specified in Appendix C, Pricing Index. Vendor may incorporate changes to their
product offering; however, any changes must be within the scope of products awarded
based on the posting described in Section 1.B above. Vendor may not add a
manufacturer’s product line which was not included in the Vendor’s response to the
M
solicitation described in Section 1.B above.
B. Services
Services available under this Contract are limited to insert SPECIFIC services here as
SA
specified in Appendix C, Pricing Index. Vendor may incorporate changes to their

service offering; however, any changes must be within the scope of services awarded
based on the posting described in Section 1.B above.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing,
Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and
shall include the DIR Administrative Fee.
5. DIR Administrative Fee

A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is insert number percent (insert number%).
Payment will be calculated for all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $insert dollars.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the
right to change this fee upwards or downwards during the term of this Contract, upon

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written notice to Vendor without further requirement for a formal contract amendment.
Any change in the administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.

Dana L. Collins, CTPM, CTCM
Director, Enterprise Contracts
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 936-2233
Facsimile: (512) 475-4759
Email: dana.collins@dir.texas.gov
E
Vendor Representative
Company Name
Address
PL
City, State Zip
Phone: ( ) -
Facsimile: ( ) -
M
Email:
7. Software License, Service and Leasing Agreements

SA
A. Software License Agreement

1) Customers acquiring software licenses under the Contract shall hold, use and
operate such software subject to compliance with the Software License Agreement set
forth in Appendix D of this Contract. No changes to the Software License Agreement
terms and conditions may be made unless previously agreed to between Vendor and
DIR. Customers may not add, delete or alter any of the language in Appendix D;
provided however, that the Customer and Vendor may agree to additional terms and
conditions that do not diminish a term or condition in the Software License Agreement,
or in any manner lessen the rights or protections of Customer or the responsibilities or
liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms
and conditions available to all Customers at all times.
2) Compliance with the Software License Agreement is the responsibility of the
Customer. DIR shall not be responsible for any Customer’s compliance with the
Software License Agreement. If DIR purchases software licenses for its own use under
this Contract, it shall be responsible for its compliance with the Software License
Agreement terms and conditions.

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B. Shrink/Click-wrap License Agreement

Regardless of any other provision or other license terms which may be issued by
Vendor after the effective date of this Contract, and irrespective of whether any such
provisions have been proposed prior to or after the issuance of a Purchase Order for
products licensed under this Contract, or the fact that such other agreement may be
affixed to or accompany software upon delivery (shrink-wrap), the terms and
conditions set forth in this Contract shall supersede and govern the license terms
between Customers and Vendor. It is the Customer’s responsibility to read the
Shrink/Click-wrap License Agreement and determine if the Customer accepts the
license terms as amended by this Contract. If the Customer does not agree with
the license terms, Customer shall be responsible for negotiating with the reseller
to obtain additional changes in the Shrink/Click-wrap License Agreement
language from the software publisher.
C. Service Agreement
Services provided under this Contract shall be in accordance with the Service
E
Agreement as set forth in Appendix E of this Contract. No changes to the Service
Agreement terms and conditions may be made unless previously agreed to by Vendor
and DIR.
PL
D. Master Operating Lease Agreement
DIR and Vendor hereby agree that Vendor is authorized to utilize the Master Operating
Lease Agreement in Appendix D of this Contract for Lessees that are Texas State
Agencies or otherwise authorized to conduct lease transactions through DIR contracts.
M
E. Master Lease Agreement
DIR and Vendor hereby agree that Vendor is authorized to utilize the Master Lease
Agreement in Appendix E of this Contract for DIR authorized entities as Lessees that
SA
are not Texas State Agencies or otherwise required by statute to utilize the Texas Public
Finance Authority for such leasing transactions. Texas State Agencies that have the
requisite capital authority and who are not required to utilize such authority via the
Texas Public Finance Authority may or may not be eligible to utilize the Master Lease
Agreement; each such agency must confer with its own counsel to make this
determination.
F. Conflicting or Additional Terms

In the event that conflicting or additional terms in Vendor Software License
Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or
supplemental documents amend or diminish the rights of DIR Customers or the State,
such conflicting or additional terms shall not take precedence over the terms of this
Contract.
In the event of a conflict, any linked documents may not take precedence over the printed
or referenced documents comprising this contract; provided further that any update to such
linked documents shall only apply to purchases or leases of the associated Vendor product
or service offering after the effective date of the update; and, provided further, that, if

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Vendor has responded to a solicitation or request for pricing, no update of such linked
documents on or after the initial date of Vendor’s initial response shall apply to that
purchase unless Vendor directly informs Customer of the update before the purchase is
consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective
until reviewed and approved in writing by Customer’s authorized signatory.
Vendor shall not [without prior written agreement from Customer’s authorized
signatory,] require any document that: 1) diminishes the rights, benefits, or protections
of the Customer, or that alters the definitions, measurements, or method for determining
any authorized rights, benefits, or protections of the Customer; or 2) imposes additional
costs, burdens, or obligations upon Customer, or that alters the definitions, measurements,
or method for determining any authorized costs, burdens, or obligations upon Customer.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
E
inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents, unless Customer elects instead to terminate the contract, which in such case
PL
may be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and a reseller who attempts to pass through documents and obligations
from its Manufacturer of Publisher.
M
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product
and Related Services Contracts.
SA
No exceptions have been agreed to by DIR and Vendor.

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This Contract is executed to be effective as of the date of last signature.
VENDOR NAME
Authorized By: _______________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
E
Authorized By: ______________________

PL
Name: _ Hershel Becker_________________
M
Title: __Chief Procurement Officer_________
SA
Date: ________________ _ __
Office of General Counsel: ________________ _

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Appendix A
Table of Contents
1. Contract Scope ....................................................................................................................... 1
2. No Quantity Guarantees ......................................................................................................... 1
3. Definitions.............................................................................................................................. 1
4. General Provisions ................................................................................................................. 2

A. Entire Agreement .......................................................................................................... 2
B. Modification of Contract Terms and/or Amendments .................................................. 2
C. Invalid Term or Condition ............................................................................................ 2
D. Assignment ................................................................................................................... 3
E. Survival ......................................................................................................................... 3
F. Choice of Law ............................................................................................................... 3
G. Limitation of Authority ................................................................................................. 3
H. Proof of Financial Stability ........................................................................................... 3
5. Intellectual Property Matters.................................................................................................. 3
A. Definitions..................................................................................................................... 3
B. Ownership. .................................................................................................................... 4
C. Further Actions. ............................................................................................................ 5
D. Waiver of Moral Rights. ............................................................................................... 5
E. Confidentiality. ............................................................................................................. 5
F. Injunctive Relief............................................................................................................ 6
G. Return of Materials Pertaining to Work Product. ......................................................... 6
H. Vendor License to Use. ................................................................................................. 6
I. Third-Party Underlying and Derivative Works. ........................................................... 6
J. Agreement with Subcontracts. ...................................................................................... 6
K. License to Customer. .................................................................................................... 6
L. Vendor Development Rights......................................................................................... 7
6. Product Terms and Conditions .............................................................................................. 7
A. Electronic and Information Resources Accessibility Standards, As Required
by 1 TAC Chapters 206 and 213 (Applicable to State Agency and
Institution of Higher Education Purchases Only) ......................................................... 7
B. Purchase of Commodity Items (Applicable to State Agency Purchases
Only) ............................................................................................................................. 7
7. Contract Fulfillment and Promotion ...................................................................................... 8
A. Service, Sales and Support of the Contract ................................................................... 8
B. Use of Order Fulfillers .................................................................................................. 8
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Appendix A
1) Designation of Order Fulfillers ............................................................................... 8

2) Changes in Order Fulfiller List ............................................................................... 8
3) Order Fulfiller Pricing to Customer ........................................................................ 8
C. Product Warranty and Return Policies .......................................................................... 9
D. Customer Site Preparation ............................................................................................ 9
E. Internet Access to Contract and Pricing Information ................................................... 9
1) Vendor Webpage .................................................................................................... 9
2) Accurate and Timely Contract Information ............................................................ 9
3) Webpage Compliance Checks .............................................................................. 10
4) Webpage Changes ................................................................................................. 10
5) Use of Access Data Prohibited ............................................................................. 10
6) Responsibility for Content .................................................................................... 10
F. DIR Logo .................................................................................................................... 10
G. Vendor and Order Fulfiller Logo ................................................................................ 10
H. Trade Show Participation............................................................................................ 10
I. Orientation Meeting .................................................................................................... 11
J. Performance Review Meetings ................................................................................... 11
K. DIR Cost Avoidance ................................................................................................... 11
8. Pricing, Purchase Orders, Invoices, and Payments .............................................................. 11
A. Manufacturer’s Suggested Retail Price (MSRP) or List Price.................................... 11
B. Customer Discount...................................................................................................... 11
C. Customer Price ............................................................................................................ 11
D. Shipping and Handling Fees ....................................................................................... 12
E. Tax-Exempt................................................................................................................. 12
F. Travel Expense Reimbursement ................................................................................. 12
G. Changes to Prices ........................................................................................................ 12
H. Purchase Orders .......................................................................................................... 12
I. Invoices ....................................................................................................................... 13
J. Payments ..................................................................................................................... 13
9. Contract Administration....................................................................................................... 13
A. Contract Managers ...................................................................................................... 13
1) State Contract Manager......................................................................................... 13
2) Vendor Contract Manager..................................................................................... 13
B. Reporting and Administrative Fees ............................................................................ 14
1) Reporting Responsibility ...................................................................................... 14
2) Detailed Monthly Report ...................................................................................... 14
3) Historically Underutilized Businesses Subcontract Reports................................. 14
4) DIR Administrative Fee ........................................................................................ 14
5) Accurate and Timely Submission of Reports ....................................................... 15
C. Records and Audit....................................................................................................... 15
D. Contract Administration Notification ......................................................................... 16
10. Vendor Responsibilities ....................................................................................................... 16
A. Indemnification ........................................................................................................... 16
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Appendix A
1) INDEPENDENT CONTRACTOR ....................................................................... 16

2) ACTS OR OMISSIONS ....................................................................................... 16
3) INFRINGEMENTS .............................................................................................. 17
4) PROPERTY DAMAGE........................................................................................ 17
B. Taxes/Worker’s Compensation/UNEMPLOYMENT INSURANCE ........................ 18
C. Vendor Certifications .................................................................................................. 18
D. Ability to Conduct Business in Texas......................................................................... 20
E. Equal Opportunity Compliance .................................................................................. 20
F. Use of Subcontractors ................................................................................................. 20
G. Responsibility for Actions .......................................................................................... 21
H. Confidentiality ............................................................................................................ 21
I. Security of Premises, Equipment, Data and Personnel ............................................... 21
J. Background and/or Criminal History Investigation .................................................... 21
K. Limitation of Liability................................................................................................. 21
L. Overcharges ................................................................................................................ 22
M. Prohibited Conduct ..................................................................................................... 22
N. Required Insurance Coverage ..................................................................................... 22
O. Use of State Property .................................................................................................. 23
P. Immigration................................................................................................................. 23
Q. Public Disclosure ........................................................................................................ 24
R. Product and/or Services Substitutions ........................................................................ 24
S. Secure Erasure of Hard Disk Products and/or Services .............................................. 24
T. Deceptive Trade Practices; Unfair Business Practices ............................................... 24
U. Drug Free Workplace Policy ...................................................................................... 24
V. Accessibility of Public Information ............................................................................ 24
W. Vendor Reporting Requirements ................................................................................ 25
11. Contract Enforcement .......................................................................................................... 25
A. Enforcement of Contract and Dispute Resolution ...................................................... 25
B. Termination ................................................................................................................. 25
1) Termination for Non-Appropriation ..................................................................... 25
2) Absolute Right ...................................................................................................... 26
3) Termination for Convenience ............................................................................... 26
4) Termination for Cause .......................................................................................... 26
5) Immediate Termination or Suspension ................................................................. 27
6) Customer Rights Under Termination .................................................................... 27
7) Vendor or Order Fulfiller Rights Under Termination........................................... 27
C. Force Majeure ............................................................................................................. 27
12. Notification .......................................................................................................................... 28
A. Notices ........................................................................................................................ 28
B. Handling of Written Complaints ................................................................................. 28
13. Captions ............................................................................................................................... 28
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The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the
Contract.
1. Contract Scope
The Vendor shall provide the products and related services specified in Section 3 of the Contract
for purchase by Customers. In addition, DIR and Vendor may agree to provisions that allow
Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms used in this
document shall have the meanings set forth below in Section 3.
2. No Quantity Guarantees
The Contract is not exclusive to the Vendor. Customers may obtain products and related services
from other sources during the term of the Contract. DIR makes no express or implied warranties
whatsoever that any particular quantity or dollar amount of products and related services will be
procured through the Contract.
3. Definitions
A. Customer - any Texas state agency, unit of local government, institution of higher education
as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of
Texas, the Lower Colorado River Authority, a private school, as defined by Section 5.001,
Education Code, a private or independent institution of higher education, as defined by
Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001,
Tax Code, and those state agencies purchasing from a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Government Code, any local government
as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code,
and the state agencies and political subdivisions of other states as authorized by Section
2054.0565, Texas Government Code and, except for telecommunications services under
Chapter 2170, Texas Government Code, assistance organizations as defined in Section
2175.001, Texas Government Code to mean:
1) A non-profit organization that provides educational, health or human services or
assistance to homeless individuals;
2) A nonprofit food bank that solicits, warehouses, and redistributes edible but
unmarketable food to an agency that feeds needy families and individuals;
3) Texas Partners of the Americas, a registered agency with the Advisory
Committee on Voluntary Foreign Aid, with the approval of the Partners of the
Alliance Office of the Agency for International Development;
4) A group, including a faith-based group, that enters into a financial or non-
financial agreement with a health or human services agency to provide services
to that agency’s clients;
5) A local workforce development board created under Section 2308.253;
6) A nonprofit organization approved by the Supreme Court of Texas that provides
free legal services for low-income households in civil matters;
7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by
the commissioner of agriculture as the foundation’s successor entity under
Section 74.1011, Texas Agriculture Code;
8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used
computer equipment to public school students and their families; and
9) A nonprofit organization that provides affordable housing.
B. Compliance Check – an audit of Vendor’s compliance with the Contract may be performed
by, but not limited to, a third party auditor, DIR Internal Audit department, or DIR contract
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management staff or their designees.

C. Contract – the document executed between DIR and Vendor into which this Appendix A is
incorporated.
E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays,
unless otherwise specified as calendar days. If the Contract calls for performance on a day that
is not a business day, then performance is intended to occur on the next business day.
F. Order Fulfiller – the party, either Vendor or a party that may be designated by Vendor, who
is fulfilling a Purchase Order pursuant to the Contract.
G. Purchase Order - the Customer’s fiscal form or format, which is used when making a purchase
(e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other
authorized instrument).
H. State – refers to the State of Texas.
4. General Provisions
A. Entire Agreement
The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the
Vendor. No statement, promise, condition, understanding, inducement or representation, oral or
written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits
shall be binding or valid.
B. Modification of Contract Terms and/or Amendments

1) The terms and conditions of the Contract shall govern all transactions by Customers under
the Contract. The Contract may only be modified or amended upon mutual written agreement
of DIR and Vendor.
additional Customer terms and conditions that do not conflict with the Contract and are
acceptable to Order Fulfiller may be added in a Purchase Order and given effect. No additional
term or condition added in a Purchase Order issued by a Customer can conflict with or diminish
a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order
issued by Customer hereunder will have no force and effect. In the event of a conflict between
a Customer’s Purchase Order and the Contract, the Contract term shall control.
3) Customers and Vendor will negotiate and enter into written agreements regarding statements
of work, service level agreements, remedies, acceptance criteria, information confidentiality and
security requirements, and other terms specific to their Purchase Orders under the Contract with
Vendors.
C. Invalid Term or Condition

1) To the extent any term or condition in the Contract conflicts with the applicable State and/or
United States law or regulation, such Contract term or condition is void and unenforceable. By
executing a contract which contains the conflicting term or condition, DIR makes no
representations or warranties regarding the enforceability of such term or condition and DIR
does not waive the applicable State and/or United States law or regulation which conflicts with
the Contract term or condition.
2) If one or more terms or conditions in the Contract, or the application of any term or condition
to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final
judgment or order of the State Office of Administrative Hearings or a court of competent
jurisdiction, the remainder of the Contract and the application of the term or condition to other
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parties or circumstances shall remain valid and in full force and effect.
D. Assignment
DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest
(for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent
company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party
by a governing body with the appropriate authority. Assignment of the Contract under the above
terms shall require written notification by the assigning party and, for Vendor, a mutually agreed
written Contract amendment. Any other assignment by a party shall require the written consent of
the other party and a mutually agreed written Contract amendment.
E. Survival
All applicable software license agreements, warranties or service agreements that were entered into
between Vendor and a Customer under the terms and conditions of the Contract shall survive the
expiration or termination of the Contract All Purchase Orders issued and accepted by Vendor or
Order Fulfiller shall survive expiration or termination of the Contract for the term of the Purchase
Order, unless the Customer terminates the Purchase Order sooner. However, regardless of the term
of the Purchase Order, no Purchase Order shall survive the expiration or termination of the Contract
for more than five years, unless Customer makes an express finding and justification for the longer
term. The finding and justification must either be included in the Purchase Order, or referenced in
it and maintained in Customer’s procurement record. Rights and obligations under this Contract
which by their nature should survive, including, but not limited to the DIR Administrative Fee; and
any and all payment obligations invoiced prior to the termination or expiration hereof; obligations
of confidentiality; and, indemnification, will remain in effect after termination or expiration hereof.
F. Choice of Law
The laws of the State shall govern the construction and interpretation of the Contract. Exclusive
venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its
Appendices shall be construed to waive the State’s sovereign immunity.
G. Limitation of Authority
Vendor shall have no authority to act for or on behalf of the Texas Department of Information
Resources or the State except as expressly provided for in this Contract; no other authority, power
or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of
any kind on behalf of the State or DIR.
H. Proof of Financial Stability

Either DIR or Customer may require Vendor to provide proof of financial stability prior to or at
any time during the contract term.
5. Intellectual Property Matters
A. Definitions
Statement of Work issued pursuant to this Contract, including any and all tangible or intangible
items or things that have been or will be prepared, created, developed, invented or conceived
at any time following the effective date of the Contract, including but not limited to any (i)
works of authorship (such as manuals, instructions, printed material, graphics, artwork, images,
illustrations, photographs, computer programs, computer software, scripts, object code, source
code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations,
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manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data,

information, multimedia files, text web pages or web sites, other written or machine readable
expression of such works fixed in any tangible media, and all other copyrightable works), (ii)
trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin,
(iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses,
inventions, formulas, discoveries, or improvements, including any patents, trade secrets and
know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the
foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other
goods, services or deliverables to be provided to Customer under the Contract or a Statement
of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or
were created, prepared, developed, invented or conceived for the use or benefit of Customer in
connection with this Contract or a Statement of Work, or with funds appropriated by or for
Customer or Customer’s benefit: (a) by any Vendor personnel or Customer personnel, or
(b) any Customer personnel who then became personnel to Vendor or any of its affiliates or
2) “Intellectual Property Rights” means the worldwide legal rights or interests evidenced by or
embodied in: (i) any idea, design, concept, personality right, method, process, technique,

Property Rights therein, created or developed by Vendor (a) prior to providing any Services or
Work Product to Customer and prior to receiving any documents, materials, information or
funding from or on behalf of Customer relating to the Services or Work Product, or (b) after
for Customer hereunder and were not created, prepared, developed, invented or conceived by
any Customer personnel who then became personnel to Vendor or any of its affiliates or
B. Ownership.
As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are
and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the
Work Product shall be considered “works made for hire” and that the Work Product shall, upon
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creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable
law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively
transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and
interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in
the Work Product, without the necessity of any further consideration, and Customer shall be entitled
to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product.
Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the
Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during
normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to
Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor
and Customer, as appropriate, will cooperate with one another and execute such other documents as
may be reasonably appropriate to achieve the objectives herein. No license or other right is granted
hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor.
C. Further Actions.
Vendor, upon request and without further consideration, shall perform any acts that may be deemed
reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership
and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest
extent possible, including but not limited to the execution, acknowledgement and delivery of such
further documents in a form determined by Customer. In the event Customer shall be unable to
obtain Vendor’s signature due to the dissolution of Vendor or Vendor’s unreasonable failure to
respond to Customer’s repeated requests for such signature on any document reasonably necessary
for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and
appoints Customer and its duly authorized officers and agents as Vendor’s agent and Vendor’s
attorney-in-fact to act for and in Vendor’s behalf and stead to execute and file any such document
and to do all other lawfully permitted acts to further any such purpose with the same force and effect
as if executed and delivered by Vendor, provided however that no such grant of right to Customer
is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with
respect to such document. It is understood that such power is coupled with an interest and is therefore
irrevocable. Customer shall have the full and sole power to prosecute such applications and to take
all other action concerning the Work Product, and Vendor shall cooperate, at Customer’s sole
expense, in the preparation and prosecution of all such applications and in any legal actions and
proceedings concerning the Work Product.
D. Waiver of Moral Rights.

Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or
to the Work Product which Vendor may now have or which may accrue to Vendor’s benefit under
U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise
under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt
of equitable compensation for its assignment and waiver of such Moral Rights. The term “Moral
Rights” shall mean any and all rights of paternity or integrity of the Work Product and the right to
object to any modification, translation or use of the Work Product, and any similar rights existing
under the judicial or statutory law of any country in the world or under any treaty, regardless of
whether or not such right is denominated or referred to as a moral right.
E. Confidentiality.
All documents, information and materials forwarded to Vendor by Customer for use in and
preparation of the Work Product shall be deemed the confidential information of Customer, and
subject to the license granted by Customer to Vendor under sub-paragraph H. hereunder. Vendor
shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion
thereof, in any manner without the prior written approval of Customer.
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F. Injunctive Relief.
The Contract is intended to protect Customer’s proprietary rights pertaining to the Work Product,
and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial
and irreparable harm to Customer’s business. Therefore, Vendor acknowledges and stipulates that a
court of competent jurisdiction may immediately enjoin any material breach of the intellectual
property, use, and confidentiality provisions of this Contract, upon a request by Customer, without
requiring proof of irreparable injury as same should be presumed.
G. Return of Materials Pertaining to Work Product.

Upon the request of Customer, but in any event upon termination or expiration of this Contract or a
Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the
Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals,
computer software, reports, data, and all other documents or materials (and copies of same)
generated or developed by Vendor or furnished by Customer to Vendor, including all materials
embodying the Work Product, any Customer confidential information, or Intellectual Property
Rights in such Work Product, regardless of whether complete or incomplete. This section is
intended to apply to all Work Product as well as to all documents and things furnished to Vendor by
Customer or by anyone else that pertain to the Work Product.
H. Vendor License to Use.

Customer hereby grants to Vendor a non-transferable, non-exclusive, royalty-free, fully paid-up
license to use any Work Product solely as necessary to provide the Services to Customer. Except as
provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work
Product in connection with the provision of services to its other customers without the prior written
consent of Customer, which consent may be withheld in Customer’s sole discretion.
I. Third-Party Underlying and Derivative Works.

To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product,
or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from
the applicable third party for Customer’s benefit, the irrevocable, perpetual, non-exclusive,
worldwide, royalty-free right and license, for Customer’s internal business purposes only, to (i) use,
execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon
such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to
Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the
foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such
materials include any Third Party IP. On request, Vendor shall provide Customer with
documentation indicating a third party’s written approval for Vendor to use any Third Party IP that
may be embodied or reflected in the Work Product.
J. Agreement with Subcontracts.

Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof
related to Work Product and Intellectual Property Rights with any employees, agents, consultants,
contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to
their providing such Services or Work Product, and that it shall maintain such written agreements at
all times during performance of this Contract, which are sufficient to support all performance and
grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly
upon request.
K. License to Customer.
Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer’s
internal business purposes, to use, copy, modify, display, perform (by any means), transmit and
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prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction

with the Work Product. The foregoing license includes the right to sublicense third parties, solely
for the purpose of engaging such third parties to assist or carryout Customer’s internal business use
of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor.
L. Vendor Development Rights.

To the extent not inconsistent with Customer’s rights in the Work Product or as set forth herein,
nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials
which are competitive with those produced as a result of the Services provided hereunder, provided
that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are
infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product,
or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to
offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in
good faith regarding an appropriate license and royalty agreement to allow for such.
6. Product Terms and Conditions

A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC

Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education
Purchases Only)
1) Effective September 1, 2006 state agencies and institutions of higher education shall procure
products which comply with the State Accessibility requirements for Electronic and Information
Resources specified in 1 TAC Chapters 206 and 213 when such products are available in the
commercial marketplace or when such products are developed in response to a procurement
solicitation.
2) Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide
DIR with a completed Voluntary Product Accessibility Template (VPAT) of the specified
product or a URL to the VPAT for reviewing compliance with the State Accessibility
requirements (based on the federal standards established under Section 508 of the Rehabilitation
Act).
B. Purchase of Commodity Items (Applicable to State Agency Purchases Only)

1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as
obtains an exemption from DIR or a written certification that a commodity is not on DIR contract
(for the limited purpose of purchasing from a local government purchasing cooperative).
modifications, versions, upgrades, enhancements, updates or replacements. Technology services
are the services, functions and activities that facilitate the design, implementation, creation, or
use of software or hardware. Technology services include seat management, staffing
augmentation, training, maintenance and subscription services. Technology services do not
include telecommunications services. Seat management is services through which a state agency
transfers its responsibilities to a vendor to manage its personal computing needs, including all
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necessary hardware, software and technology services.

7. Contract Fulfillment and Promotion
A. Service, Sales and Support of the Contract

Vendor shall provide service, sales and support resources to serve all Customers throughout the
State. It is the responsibility of the Vendor to sell, market, and promote products and services
available under the Contract. Vendor shall use its best efforts to ensure that potential Customers
are made aware of the existence of the Contract. All sales to Customers for products and services
available under the Contract shall be processed through the Contract.
B. Use of Order Fulfillers

DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and
support resources to Customers. Such participation is subject to the following conditions:
1) Designation of Order Fulfillers
a) Vendor may designate Order Fulfillers to act as the distributors for products and
services available under the Contract. In designating Order Fulfillers, Vendor must be in
compliance with the State’s Policy on Utilization of Historically Underutilized Businesses.
In addition to the required Subcontracting Plan, Vendor shall provide DIR with the
following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business
address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email
address and phone number.
b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller
participation or request that Vendor name additional Order Fulfillers should DIR determine
it is in the best interest of the State.
c) Vendor shall be fully liable for its Order Fulfillers’ performance under and compliance
with the terms and conditions of the Contract. Vendor shall enter into contracts with Order
Fulfillers and use terms and conditions that are consistent with the terms and conditions of
the Contract.
d) Vendor shall have the right to qualify Order Fulfillers and their participation under the
Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers
based upon Vendor’s established, neutrally applied criteria, ii) the criteria is not based on
a particular procurement, and iii) all Customers are supported under the different criteria.
e) Vendor shall not prohibit Order Fulfiller from participating in other procurement
2) Changes in Order Fulfiller List
Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written
authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good
faith effort in the revision of its Subcontracting Plan in accordance with the State’s Policy on
Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its
updated Subcontracting Plan and the Order Fulfiller information listed in Section 7.B.1.a
above.
3) Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within
Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in
Appendix C, Pricing Index, and shall include the DIR Administrative Fee. This pricing shall
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only be offered by Order Fulfillers to Customers for sales that pass through the Contract.
C. Product Warranty and Return Policies

Order Fulfiller will adhere to the Vendor’s then-currently published policies concerning product
warranties and returns. Product warranty and return policies for Customers will not be more
restrictive or more costly than warranty and return policies for other similarly situated Customers
for like products.
D. Customer Site Preparation

Customers shall prepare and maintain its site in accordance with written instructions furnished by
Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs
associated with the site preparation.
E. Internet Access to Contract and Pricing Information

1) Vendor Webpage
Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and
maintain a webpage specific to the products and services awarded under the Contract that are
clearly distinguishable from other, non-DIR Contract offerings on the Vendor’s website. The
webpage must include:
a) the products and services awarded;
b) description of product and service awarded
c) a current price list or mechanism (for example, a services calculator or product
builder) to obtain specific contracted pricing;
d) discount percentage (%) off MSRP or List Price;
e) designated Order Fulfillers;
f) contact information (name, telephone number and email address) for Vendor and
designated Order Fulfillers;
g) instructions for obtaining quotes and placing Purchase Orders;
h) warranty policies;
i) return policies;
without penalty.

Vendor warrants and represents that the website information specified in the above paragraph
will be accurately and completely posted, maintained and displayed in an objective and timely
manner. Vendor, at its own expense, shall correct any non-conforming or inaccurate
information posted at Vendor’s website within ten (10) business days after written notification
by DIR.
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will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable
documentation that pricing listed upon this webpage is compliant with the pricing as stated in
the Contract.
4) Webpage Changes
information, such data shall only be used internally by Vendor for the purpose of implementing
or marketing the Contract and shall not be disseminated to third parties or used for other
marketing purposes. The Contract constitutes a public document under the laws of the State
and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e.,
through use of restrictive technology or passwords.
materials at Vendor’s website. DIR reserves the right to require a change of listed content if, in
the opinion of DIR, it does not adequately represent the Contract.
F. DIR Logo
Vendor and Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers
with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed,
the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo
is only used to communicate the availability of products and services under the Contract to
G. Vendor and Order Fulfiller Logo

If DIR receives Vendor’s or Order Fulfiller’s prior written approval, DIR may use the Vendor’s and
Order’s Fulfiller’s name and logo in the promotion of the Contract to communicate the availability
of products and services under the Contract to Customers. Use of the logos may be on the DIR
website or on printed materials. Any use of Vendor’s and Order Fulfiller’s logo by DIR must comply
with and be solely related to the purposes of the Contract and any usage guidelines communicated
to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest
in or to Vendor’s or Order Fulfiller’ trademarks or the goodwill associated therewith, except for the
limited usage rights expressly provided by Vendor and Order Fulfiller.
H. Trade Show Participation

At DIR’s discretion, Vendor and Order Fulfillers may be required to participate in no more than two
DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at
the Vendor’s and Order Fulfiller’s expense, includes providing a manned booth display or similar
presence. DIR will provide four months advance notice of any required participation. Vendor and
Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend.
DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on
the Vendor’s or Order Fulfiller’s booth.
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I. Orientation Meeting
Within thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will
be required to attend an orientation meeting to discuss the content and procedures of the Contract to
include reporting requirements. DIR, at its discretion, may waive the orientation requirement for
Vendors who have previously held DIR contracts. The meeting will be held in the Austin, Texas
area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR’s
discretion. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for
attendance at the meeting.
J. Performance Review Meetings

DIR may require the Vendor to attend periodic meetings to review the Vendor’s performance under
the Contract, at DIR’s discretion. The meetings may be held within the Austin, Texas area at a date
and time mutually acceptable to DIR and the Vendor or by teleconference. DIR shall bear no cost
for the time and travel of the Vendor for attendance at the meeting.
K. DIR Cost Avoidance

avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide
DIR with a detailed report of a representative sample of products sold under the Contract. The report
shall contain: product part number, product description, list price and price to Customer under the
Contract.
8. Pricing, Purchase Orders, Invoices, and Payments

A. Manufacturer’s Suggested Retail Price (MSRP) or List Price

MSRP is defined as the product sales price list published in some form by the manufacturer or
publisher of a product and available to and recognized by the trade. A price list especially
prepared for a given solicitation is not acceptable.
B. Customer Discount
The minimum Customer discount for all products and services will be the percentage off MSRP
as specified in Appendix C, Pricing Index.
C. Customer Price
Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR SECTION C1
Customer Price = (MSRP or List Price – Customer Discount as set forth in Appendix C,
Pricing Index) x (1 + DIR Administrative Fee, as set forth in the Contract).
advantageous pricing or participate in special promotional offers. In such event, a copy of such
better offerings shall be furnished to DIR upon request.
3) If pricing for products or services available under this Contract is provided by the Vendor at
a lower price to: (i) an eligible Customer who is not purchasing those products or services under
this Contract or (ii) to any other customer under the same terms and conditions provided for
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the State for the same commodities and services under this contract, then the available
Customer Price in this Contract shall be adjusted to that lower price. This requirement applies
to products or services quoted by Vendor or its resellers for a quantity of one (1) under like
terms and conditions, and does not apply to volume or special pricing purchases. Vendor shall
notify DIR within ten (10) days and this Contract shall be amended to reflect the lower price.
D. Shipping and Handling Fees

Shipments will be Free On Board Customer’s Destination. No additional fees shall be charged
to the Customer for standard shipping and handling. If the Customer requests expedited or
special delivery, Customer will be responsible for any charges for expedited or special delivery.
E. Tax-Exempt
As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the
assessment of State sales, use and excise taxes. Further, Customers under this Contract are
exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and (j). Customers
shall provide evidence of tax-exempt status to Vendor upon request.
F. Travel Expense Reimbursement

personal vehicle mileage or commercial coach transportation, hotel accommodations, parking
and meals; provided, however, the amount of reimbursement by Customers shall not exceed
the amounts authorized for state employees as adopted by each Customer; and provided,
further, that all reimbursement rates shall not exceed the maximum rates established for state
employees under the current State Travel Management Program
(http://www.window.state.tx.us/procurement/prog/stmp/). Travel time may not be included as
part of the amounts payable by Customer for any services rendered under this Contract. The
DIR administrative fee specified in the Contract is not applicable to travel expense
reimbursement. Anticipated travel expenses must be pre-approved in writing by Customer.
Customer reserves the right not to pay travel expenses which are not pre-approved in writing
by the Customer.
G. Changes to Prices
Subject to the requirements of this section, Vendor may change the price of any product or
service at any time, based upon changes to the MSRP, but discount levels shall remain
consistent with the discount levels specified in this Contract.
Vendor may revise its pricing (but not its discount rate, if any, and not the products or services
on its contract pricing list) by posting a revised pricing list. Such revised pricing lists are
subject to review by DIR. If DIR finds that a product’s or service’s price has been increased
unreasonably, DIR may request Vendor to reduce its pricing for the product or service to the
level published before the revision. Vendor must reduce its pricing, or remove the product
from its pricing list. Failure to do so will constitute an act of default by Vendor.
H. Purchase Orders
All Customer Purchase Orders will be placed directly with the Vendor or Order Fulfiller.
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Accurate Purchase Orders shall be effective and binding upon Vendor or Order Fulfiller when
accepted by Vendor or Order Fulfiller. Customer and Vendor may work together to include
specific requirements as to what constitutes a valid Purchase Order.
I. Invoices
1) Invoices shall be submitted by the Vendor or Order Fulfiller directly to the Customer and
shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for
products and/or services purchased under the Contract and any provision of acceptance of such
products and/or services shall be made by the Customer to the Vendor or Order Fulfiller. For
Customers that are not subject to Chapter 2251, Texas Government Code, Customer and
Vendor will agree to acceptable terms.
2) Invoices must be timely and accurate. Each invoice must match Customer’s Purchase Order
and include any written changes that may apply, as it relates to products, prices and quantities.
Invoices must include the Customer’s Purchase Order number or other pertinent information
for verification of receipt of the product or services by the Customer.
3) The administrative fee as set forth in the Contract shall not be broken out as a separate line
item when pricing or invoice is provided to Customer.
J. Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making payments to
Order Fulfiller. The statute states that payments for goods and services are due thirty (30)
calendar days after the goods are provided, the services completed, or a correct invoice is
received, whichever is later. Payment under the Contract shall not foreclose the right to recover
wrongful payments. For Customers that are not subject to Chapter 2251, Texas Government
Code, Customer and Vendor will agree to acceptable terms.
9. Contract Administration
Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR A,C-D
A. Contract Managers
DIR and the Vendor will each provide a Contract Manager to support the Contract. Information
regarding the Contract Manager will be posted on the Internet website designated for the Contract.
DIR shall provide a Contract Manager whose duties shall include but not be limited to: i)
Contract, ii) periodic verification of product pricing, and iii) verification of monthly reports
Vendor shall identify a specific Contract Manager whose duties shall include but not be limited
to: i) supporting the marketing and management of the Contract, ii) facilitating dispute
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resolution between a Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers
performance under the terms and conditions of the Contract. DIR reserves the right to require
a change in Vendor’s then-current Contract Manager if the assigned Contract Manager is not,
in the reasonable opinion of DIR, adequately serving the needs of the State.
B. Reporting and Administrative Fees

Vendor and Order Fulfillers under the Contract. Vendor shall file the monthly reports,
subcontract reports, and pay the administrative fees in accordance with the due dates
specified in this section.
Vendor’s applicable Contract. Vendor will provide all required documentation at no cost.
previous calendar month period. Reports are due on the fifteenth (15th) calendar day of the
month following the month of the sale. If the 15th calendar day falls on a weekend or state
or federal holiday, the report shall be due on the next business day. The monthly report
shall include, per transaction: the detailed sales for the period, Customer name, invoice
date, invoice number, description, quantity, MSRP or List Price, unit price, extended price,
Customer Purchase Order number, contact name, Customer’s complete billing address, the
estimated administrative fee for the reporting period, subcontractor name, EPEAT
designation (if applicable), configuration (if applicable), contract discount percentage,
actual discount percentage, negotiated contract price (if fixed price is offered instead of
discount off of MSRP), and other information as required by DIR. Each report must
contain all information listed above per transaction or the report will be rejected and
returned to the Vendor for correction in accordance with this section. Vendor shall report
in a manner required by DIR which is subject to change dependent upon DIR’s business
needs. Failure to do so may result in contract termination.
a) Vendor shall electronically provide each Customer with Vendor’s relevant Historically
Underutilized Business Subcontracting Report, pursuant to the Contract, as required by
Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR.
b) Reports shall be due in accordance with the CPA rules.
a) The Vendor shall pay an administrative fee to DIR to defray the DIR costs of
negotiating, executing, and administering the Contract. The maximum administrative fee
is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review
Vendor monthly sales reports, close the sales period, and notify the Vendor of the
administrative fee no later than the fourteenth (14th) day of the second month following the
date of the reported sale. Vendor shall pay the administrative fee by the twenty-fifth (25th)
calendar day of the second month following the date of the reported sale. For example,
Vendor reports January sales by February 15th; DIR closes January sales and notifies
Vendor of administrative fee by March 14th; Vendor submits administrative fee for January
sales by March 25th.
b) DIR may change the amount of the administrative fee upon thirty (30) calendar days
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written notice to Vendor without the need for a formal contract amendment.
c) Vendor shall reference the DIR Contract number, reporting period, and administrative
accordance with the due dates specified in this section. Vendor shall correct any inaccurate
reports or administrative fee payments within three (3) business days upon written
notification by DIR. Vendor shall deliver any late reports or late administrative fee
payments within three (3) business days upon written notification by DIR. If Vendor is
unable to correct inaccurate reports or administrative fee payments or deliver late reports
and fee payments within three (3) business days, Vendor must contact DIR and provide a
corrective plan of action, including the timeline for completion of correction. The
corrective plan of action shall be subject to DIR approval.
this Section, at Vendor’s expense. DIR will select the auditor (and all payments to auditor
will require DIR approval).
termination of Vendor’s Contract..
C. Records and Audit

Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN
SUBPARAGRAPH ONE (1)
this clause concerning the authority to audit funds received indirectly by subcontractors through
Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any
subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction
of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by
the State Auditor’s Office must provide the State Auditor’s Office with access to any
information the State Auditor’s Office considers relevant to the investigation or audit.
the Contract until the later of a period of seven (7) years after termination of the Contract or
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records, books,
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documents, accounting procedures, practices, customer records including but not limited to
contracts, agreements, purchase orders and statements of work, and any other items relevant to
the performance of the Contract to the DIR Internal Audit department or DIR Contract
States, and such other persons or entities designated by DIR for the purposes of inspecting,
Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers
shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor
and/or Order Fulfillers ten (10) business days’ notice prior to inspecting, Compliance
Checking, and/or copying Vendor’s and/or Order Fulfiller’s records. Vendor’s and/or Order
Fulfillers records, whether paper or electronic, shall be made available during regular office
hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor’s and/or Order
Fulfiller’s books and records shall be available to the DIR Internal Audit department, or DIR
Contract Management staff and designees as needed. Vendor and/or Order Fulfiller shall
provide adequate office space to DIR staff during the performance of Compliance Check. If
Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable
costs of the audit, which Vendor must pay within thirty (30) calendar days of receipt.
correct unless Vendor can demonstrate to DIR’s satisfaction that Vendor’s calculation of DIR’s
administrative fee is correct.
D. Contract Administration Notification

1) Prior to execution of the Contract, Vendor shall provide DIR with written notification of
the following: i) Vendor Contract Administrator name and contact information, ii) Vendor
sales representative name and contact information, and iii) name and contact information of
Vendor personnel responsible for submitting reports and payment of administrative fees
specified herein.
2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the
following: i) DIR Contract Administrator name and contact information, and ii) DIR
Cooperative Contracts E-Mail Box information.
10. Vendor Responsibilities

Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN C-M, O-S, V-W
A. Indemnification
VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS
CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF
AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF
THE CUSTOMER OR THE STATE OF TEXAS.
2) ACTS OR OMISSIONS
OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS,
CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND
EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents,
employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or
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performance of the Contract and any Purchase Orders issued under the Contract. THE
DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE
ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO
FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
3) INFRINGEMENTS
a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving
infringement of United States patents, copyrights, trade and service marks, and any other
intellectual or intangible property rights in connection with the PERFORMANCES OR
ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE
CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER
OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF
DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL
WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT
AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY
GENERAL.
b) Vendor shall have no liability under this section if the alleged infringement is caused in
whole or in part by: (i) use of the product or service for a purpose or in a manner for which
the product or service was not designed, (ii) any modification made to the product without
Vendor’s written approval, (iii) any modifications made to the product by the Vendor
pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by
or licensed to Customer, or (v) any use of the product or service by Customer that is not in
conformity with the terms of any applicable license agreement.
c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor

superior product or service so that Customer’s use is non-infringing.
4) PROPERTY DAMAGE
IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF
CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT,
WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS EMPLOYEES,
AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, THE VENDOR SHALL PAY
THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF
THE PROPERTY, AT THE CUSTOMER’S SOLE ELECTION. SUCH COST SHALL BE
DETERMINED BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY THE
VENDOR NINETY (90) CALENDAR DAYS AFTER THE DATE OF THE VENDORS
RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE.
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B. Taxes/Worker’s Compensation/UNEMPLOYMENT INSURANCE

1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF
THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE
LIABILITY AND PAYMENT OF VENDOR’S AND VENDOR'S EMPLOYEES’ TAXES
OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS
CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL
LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING
WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER
AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES,
AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF
UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY
BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER
GOVERNMENTAL ENTITY CUSTOMER.
2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE

STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS,
CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES,
AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE
AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE UNDER THIS
CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE
INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY
VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE
AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE
FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER
AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH
CLAIM.
C. Vendor Certifications
Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they:
(i) have not given, offered to give, and do not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount,
trip, favor, or service to a public servant in connection with the Contract;
(ii) are not currently delinquent in the payment of any franchise tax owed the State
and are not ineligible to receive payment under §231.006 of the Texas Family Code
and acknowledge the Contract may be terminated and payment withheld if this
(iii) neither they, nor anyone acting for them, have violated the antitrust laws of the
United States or the State, nor communicated directly or indirectly to any
competitor or any other person engaged in such line of business for the purpose of
obtaining an unfair price advantage;
(iv) have not received payment from DIR or any of its employees for participating in
the preparation of the Contract;
(v) under Section 2155.004, Texas Government Code, the vendor certifies that the
individual or business entity named in this bid or contract is not ineligible to
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receive the specified contract and acknowledges that this contract may be
terminated and payment withheld if this certification is inaccurate;
(vi) to the best of their knowledge and belief, there are no suits or proceedings pending
or threatened against or affecting them, which if determined adversely to them will
have a material adverse effect on the ability to fulfill their obligations under the
Contract;
(vii) Vendor and its principals are not suspended or debarred from doing business with
the federal government as listed in the System for Award Management (SAM)
maintained by the General Services Administration;
(viii) as of the effective date of the Contract, are not listed in the prohibited vendors list
authorized by Executive Order #13224, "Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism”, published by the United States Department of the Treasury, Office of
Foreign Assets Control;
(ix) Vendor represents and warrants that, for its performance of this contract, it shall
purchase products and materials produced in the State of Texas when available at
the price and time comparable to products and materials produced outside the state,
to the extent that such is required under Texas Government Code, Section
2155.4441;
(x) agrees that all equipment and materials used in fulfilling the requirements of this
contract are of high-quality and consistent with or better than applicable industry
standards, if any. All Works and Services performed pursuant to this Contract
shall be of high professional quality and workmanship and according consistent
with or better than applicable industry standards, if any;
(xi) to the extent applicable to this scope of this Contract, Vendor hereby certifies that
it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related
to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328;
(xii) agree that any payments due under this contract will be applied towards any debt,
State of Texas;
(xiii) are in compliance Section 669.003, Texas Government Code, relating to
(xiv) represent and warrant that the provision of goods and services or other
performance under the Contract will not constitute an actual or potential conflict
of interest and certify that they will not reasonably create the appearance of
impropriety, and, if these facts change during the course of the Contract, certify
they shall disclose the actual or potential conflict of interest and any circumstances
that create the appearance of impropriety;
(xv) under Section 2155.006, and Section 2261.053, Texas Government Code, are not
ineligible to receive the specified contract and acknowledge that this contract may
(xvi) have complied with the Section 556.0055, Texas Government Code, restriction on
lobbying expenditures. In addition, they acknowledge the applicability of
§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the
Contract; and
(xvii) represent and warrant that the Customer’s payment and their receipt of
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appropriated or other funds under this Agreement are not prohibited by Sections
556.005 or Section 556.008, Texas Government Code; and
(xviii) to the extent applicable to this scope of this contract, Vendor hereby certifies that
it is authorized to sell and provide warranty support for all products and services
listed in Appendix C of this contract; and
(xix) represent and warrant that in accordance with Section 2270.002 of the Texas
Government Code, by signature hereon, Vendor does not boycott Israel and
will not boycott Israel during the term of this Contract.
During the term of the Contract, Vendor shall, for itself and on behalf of its Order Fulfillers,
promptly disclose to DIR all changes that occur to the foregoing certifications,
representations and warranties. Vendor covenants to fully cooperate in the development
and execution of resulting documentation necessary to maintain an accurate record of the
certifications, representations and warranties.
pricing requests or Statements of Work, then, in order to contract with the Customer,
Vendor may be required to comply with additional terms and conditions or certifications
that an individual customer may require due to state and federal law (e.g., privacy and
security requirements).
D. Ability to Conduct Business in Texas

Vendor and its Order Fulfiller shall be authorized and validly existing under the laws of its state of
organization, and shall be authorized to do business in the State of Texas in accordance with Texas
Business Organizations Code, Title 1, Chapter 9.
E. Equal Opportunity Compliance

Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal
employment opportunity, including federal laws and the laws of the State in which its primary place
of business is located. In accordance with such laws, regulations, and executive orders, the Vendor
agrees that no person in the United States shall, on the grounds of race, color, religion, national
origin, sex, age, veteran status or handicap, be excluded from employment with or participation in,
be denied the benefits of, or be otherwise subjected to discrimination under any program or activity
performed by Vendor under the Contract. If Vendor is found to be not in compliance with these
requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct
these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory
hiring and promotion policies, as well as specific information on the composition of its principals
and staff, including the identification of minorities and women in management or other positions
with discretionary or decision-making authority.
F. Use of Subcontractors
If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good
faith effort in the submission of its Subcontracting Plan in accordance with the State’s Policy on
Utilization of Historically Underutilized Businesses (HUB). A revised Subcontracting Plan
approved by DIR’s HUB Office shall be required before Vendor can engage additional
subcontractors in the performance of this Contract. A revised Subcontracting Plan approved by
DIR’s HUB Office shall be required before Vendor can remove subcontractors currently engaged
in the performance of this Contract. Vendor shall remain solely responsible for the performance of
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its obligations under the Contract.
G. Responsibility for Actions

2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the
disclosures under Certification Statement of Exhibit A to the RFO and/or Section 10.C. (xiii),
Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully
cooperate with DIR to update and amend the Contract to accurately disclose the status of
conflicts of interest.
H. Confidentiality
1) Vendor acknowledges that DIR and Customers that are governmental bodies as defined by
Texas Government Code, Section 552.003 are subject to the Texas Public Information Act.
concerning this Act.
2) Under the terms of the Contract, DIR may provide Vendor with information related to
Customers. Vendor shall not re-sell or otherwise distribute or release Customer information to
any party in any manner.
I. Security of Premises, Equipment, Data and Personnel

Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have
access to the personnel, premises, equipment, and other property, including data, files and /or
materials (collectively referred to as “Data”) belonging to the Customer. Vendor and/or Order
Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel,
premises, equipment, Data and other property of the Customer, in accordance with the instruction
of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's
equipment, workplace, and its contents when such damage is caused by its employees or
subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer’s security
requirements, then Customer may immediately terminate its Purchase Order and related Service
Agreement.
J. Background and/or Criminal History Investigation

Prior to commencement of any services, background and/or criminal history investigation of the
Vendor and/or Order Fulfiller’s employees and subcontractors who will be providing services to
the Customer under the Contract may be performed by the Customer.. Should any employee or
subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer
under the Contract not be acceptable to the Customer as a result of the background and/or criminal
history check, then Customer may immediately terminate its Purchase Order and related Service
Agreement or request replacement of the employee or subcontractor in question.
K. Limitation of Liability
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For any claims or cause of action arising under or related to the Contract: i) to the extend permitted
by the Constitution and the laws of the State, none of the parties shall be liable to the other for
punitive, special, or consequential damages, even if it is advised of the possibility of such damages;
and ii) Vendor’s liability for damages of any kind to the Customer shall be limited to the total
amount paid to Vendor under the Contract during the twelve months immediately preceding the
accrual of the claim or cause of action. However, this limitation of Vendor’s liability shall not
apply to claims of bodily injury; violation of intellectual property rights including but not limited
to patent, trademark, or copyright infringement; indemnification requirements under this Contract;
and violation of State or Federal law including but not limited to disclosures of confidential
information and any penalty of any kind lawfully assessed as a result of such violation.
L. Overcharges
Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract
which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which
arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et
seq.
M. Prohibited Conduct
Vendor represents and warrants that, to the best of its knowledge as of the date of this certification,
neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution
represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation
or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business &
Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the
Request for Offer directly or indirectly to any competitor or any other person engaged in such line
of business during the procurement for the Contract.
N. Required Insurance Coverage

As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within
5 business days of execution of the Contract if the Vendor is awarded services which require that
Vendor’s employees perform work at any Customer premises and/or use employer vehicles to
conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services
on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance
coverage specified herein, and shall provide proof of such insurance coverage to the related
Customer within five (5) business days following the execution of the Purchase Order. Vendor may
not begin performance under the Contract and/or a Purchase Order until such proof of insurance
coverage is provided to, and approved by, DIR and the Customer. All required insurance must be
issued by companies that have an A rating and a Financial Size Category Class of VII from A.M.
Best and are licensed in the State of Texas and authorized to provide the corresponding coverage.
The Customer and DIR will be named as Additional Insureds on all required coverage. Required
coverage must remain in effect through the term of the Contract and each Purchase Order issued to
Vendor there under. The minimum acceptable insurance provisions are as follows:

Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury and
Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense per person
of $5,000; Personal Injury and Advertising Liability of $1,000,000; Products/Completed
Operations Aggregate Limit of $2,000,000; and Damage to Premises Rented: $50,000.
Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain
the following provisions:
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c) State of Texas, DIR and Customer listed as an additional insured; and
d) Waiver of Subrogation

WORKERS’ COMPENSATION INSURANCE AND EMPLOYERS’ LIABILITY
COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY
BENEFITS OUTLINED IN THE TEXAS WORKERS’ COMPENSATION ACT (ART.
8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR
EMPLOYERS’ LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT,
$1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND $1,000,000 PER
DISEASE POLICY LIMIT.

Business Automobile Liability Insurance must cover all owned, non-owned and hired vehicles
with a minimum combined single limit of $500,000 per occurrence for bodily injury and
property damage. The policy shall contain the following endorsements in favor of DIR and/or
Customer:
O. Use of State Property

Vendor is prohibited from using the Customer’s equipment, the customer’s location, or any other
resources of the Customer or the State for any purpose other than performing services under this
Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers
and telephones using State long distance services. Any charges incurred by Vendor using the
Customer’s equipment for any purpose other than performing services under this Agreement must
be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such
use shall constitute breach of contract and may result in termination of the contract and other
remedies available to DIR and Customer under the contract and applicable law.
P. Immigration
The Vendor shall comply with all requirements related to federal immigration laws and regulations,
to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8
U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any
individual(s) who will perform any labor or services under this Contract.
Pursuant to Executive Order No. RP-80, issued by the Governor of Texas on December 3, 2014,
and as subsequently clarified, the Vendor shall, as a condition of this Contract, also comply with
the United States Department of Homeland Security¹s E-Verify system to determine the eligibility
of:
• all persons 1) to whom the E-Verify system applies, and 2) who are hired by the
Vendor during the term of this Contract to perform duties within Texas; and
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• all subcontractors’ employees 1) to whom the E-Verify system applies, and 2) who
are hired by the subcontractor during the term of this Contract and assigned by the
subcontractor to perform work pursuant to this Contract.
The Vendor shall require its subcontractors to comply with the requirements of this Section and the
Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to
exclude compliance by Vendor and its subcontractors with all other relevant federal immigration
statutes and regulations promulgated pursuant thereto.
Q. Public Disclosure
No public disclosures or news releases pertaining to this contract shall be made by Vendor
without prior written approval of DIR.
R. Product and/or Services Substitutions

Substitutions are not permitted without the written permission of DIR or Customer.
S. Secure Erasure of Hard Disk Products and/or Services

Vendor agrees that all products and/or services equipped with hard disk drives (i.e. computers,
telephones, printers, fax machines, scanners, multifunction devices, etc.) shall have the capability
to securely erase data written to the hard drive prior to final disposition of such products and/or
services, either at the end of the Customer’s Managed Services product’s useful life or the end of
the related Customer Managed Services Agreement for such products and/ services, in accordance
with 1 TAC 202.
T. Deceptive Trade Practices; Unfair Business Practices

1) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has been
(i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade
Practices violations as defined under Chapter 17, Texas Business & Commerce Code, or (ii)
has outstanding allegations of any Deceptive Trade Practice pending in any administrative
2) Vendor certifies that it has no officers who have served as officers of other entities who (i)
have been found liable in any administrative hearing, litigation or other proceeding of
Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive
Trade Practice pending in any administrative hearing, litigation or other proceeding.
U. Drug Free Workplace Policy

(41 U.S.C. §§8101-8106) and maintain a drug-free work environment; and the final rule,
government-wide requirements for drug-free work place (Financial Assistance), issued by the
Office of Management and Budget (2 C.F.R. Part 182) to implement the provisions of the Drug-
Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with
the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
V. Accessibility of Public Information

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1) Pursuant to S.B. 1368 of the 83rd Texas Legislature, Regular Session, Vendor is required to
make any information created or exchanged with the State pursuant to this Contract, and not
otherwise excepted from disclosure under the Texas Public Information Act, available in a
format that is accessible by the public at no additional charge to the State.
2) Each State government entity should supplement the provision set forth in Subsection 1,
above, with the additional terms agreed upon by the parties regarding the specific format by
which the Vendor is required to make the information accessible by the public.
W. Vendor Reporting Requirements

Vendor shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109 as added
by HB 2539 of the 83rd Texas Legislature, Regular Session, requiring computer technicians to report
images of child pornography.
11. Contract Enforcement

Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7
A. Enforcement of Contract and Dispute Resolution

1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance
of any provision of the Contract shall not waive or diminish that party’s right thereafter to
demand strict compliance with that or any other provision, (ii) for disputes not resolved in the
normal course of business, the dispute resolution process provided for in Chapter 2260, Texas
Government Code, shall be used, and (iii) actions or proceedings arising from the Contract
shall be heard in a state court of competent jurisdiction in Travis County, Texas.
2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with
the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1
above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree
in writing.
B. Termination
Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR 2, 5-7
Customer may terminate Purchase Orders if funds sufficient to pay its obligations under
the Contract are not appropriated: i) by the governing body on behalf of local governments;
will be provided ten (10) calendar days written notice of intent to terminate.
delivery of the product or services, they are obligated to pay for the product or services or
they may return the product and discontinue using services under any return provisions that
Vendor offers. In the event of such termination, the Customer will not be considered to be
in default or breach under this Contract, nor shall it be liable for any further payments
ordinarily due under this Contract, nor shall it be liable for any damages or any other
amounts which are caused by or associated with such termination.
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DIR may terminate Contract if funds sufficient to pay its obligations under the Contract
are not appropriated: by the i) Texas legislature or ii) by budget execution authority
will be provided thirty (30) calendar days written notice of intent to terminate. In the event
of such termination, DIR will not be considered to be in default or breach under this
Contract, nor shall it be liable for any further payments ordinarily due under this Contract,
nor shall it be liable for any damages or any other amounts which are caused by or
associated with such termination.
2) Absolute Right
i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224,
"Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism”, published by the United States Department of the Treasury,
Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing
business with the federal government as listed in the System for Award Management (SAM)
maintained by the General Services Administration; or (iii) Vendor is found by DIR to be
ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government
Code. Vendor shall be provided written notice in accordance with Section 12.A, Notices, of
intent to terminate.

DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30)
calendar days written notice. A Customer may terminate a Purchase Order or other contractual
document or relationship by giving the other party thirty (30) calendar days written notice.

a) Contract
Either DIR or Vendor may issue a written notice of default to the other upon the occurrence
of a material breach of any covenant, warranty or provision of the Contract, upon the
following preconditions: first, the parties must comply with the requirements of Chapter
2260, Texas Government Code in an attempt to resolve a dispute; second, after complying
with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the
non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt
of notice to cure said default. If the defaulting party fails to cure said default within the
timeframe allowed, the non-defaulting party may, at its option and in addition to any other
remedies it may have available, cancel and terminate the Contract. Customers purchasing
products or services under the Contract have no power to terminate the Contract for default.
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order or other contractual document
or relationship upon the occurrence of a material breach of any term or condition: (i) of the
Contract, or (ii) included in the Purchase Order or other contractual document or
relationship in accordance with Section 4.B.2 above, upon the following preconditions:
first, the parties must comply with the requirements of Chapter 2260, Texas Government
Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas
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Government Code, and the dispute remains unresolved, then the non-defaulting party shall
give the defaulting party ten (10) calendar days from receipt of notice to cure said default.
If the defaulting party fails to cure said default within the timeframe allowed, the non-
defaulting party may, at its option and in addition to any other remedies it may have
available, cancel and terminate the Purchase Order. Customer may immediately suspend
or terminate a Purchase Order without advance notice in the event Vendor fails to comply
with confidentiality, privacy, security requirements, environmental or safety laws or
regulations, if such non-compliance relates or may relate to vendor provision of goods or
services to the Customer.
5) Immediate Termination or Suspension
DIR may immediately suspend or terminate this Contract without advance notice if DIR
receives notice or knowledge of potentially criminal violations by Vendor or Order Fulfiller
(whether or not such potential violations directly impact the provision of goods or services
under this Contract). In such case, the Vendor or Order Fulfiller may be held ineligible to
receive further business or payment but may be responsible for winding down or transition
expenses incurred by Customer. DIR or Customer will use reasonable efforts to provide notice
(to the extent allowed by law) to vendor within five (5) business days after imposing the
suspension or termination. Vendor may provide a response and request an opportunity to
present its position. DIR or Customer will review vendor presentation, but is under no
obligation to provide formal response.

In the event the Contract expires or is terminated for any reason, a Customer shall retain its
rights under the Contract and the Purchase Order issued prior to the termination or expiration
of the Contract. The Purchase Order survives the expiration or termination of the Contract for
its then effective term.
7) Vendor or Order Fulfiller Rights Under Termination
In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts
due for products or services ordered prior to the effective termination date and ultimately
accepted, and 2) any applicable early termination fees agreed to in such Purchase Order.
C. Force Majeure
DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any
period when performance is prevented as the result of an act of God, strike, war, civil disturbance,
epidemic, or court order, provided that the party experiencing the event of Force Majeure has
prudently and promptly acted to take any and all steps that are within the party’s control to ensure
performance and to shorten the duration of the event of Force Majeure. The party suffering an
event of Force Majeure shall provide notice of the event to the other parties when commercially
reasonable. Subject to this provision, such non-performance shall not be deemed a default or a
ground for termination. However, a Customer may terminate a Purchase Order if it is determined
by the Customer that Order Fulfiller will not be able to deliver product or services in a timely
manner to meet the business needs of the Customer.
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12. Notification
A. Notices
All notices, demands, designations, certificates, requests, offers, consents, approvals and other
instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the
date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail,
or hand delivered, or (ii) three business days after being mailed via United States Postal Service.
All notices under the Contract shall be sent to a party at the respective address indicated in Section
6 of the Contract or to such other address as such party shall have notified the other party in writing.

In addition to other remedies contained in the Contract, a person contracting with DIR may direct
their written complaints to the following office:
Austin, Texas 78701
(512) 475-4759, facsimile
13. Captions
The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience
and reference purposes only and shall in no way be deemed to define or limit any provision thereof.
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Bid Package 5
Oracle Branded Hardware, Software, Cloud and Related

Products and Services
Vendor References
VENDOR REFERENCES 339 of 446
Request for Proposal RFO NO. DIR-TSO-TMP-415
Bid Package 5
Texas Department of Information Resources (DIR) requests your assistance in providing a Vendor reference for this Request
for Offer (RFO) that has been issued. The Vendor that is responding to this RFO is providing this document for you to fill out
and return directly to DIR at the following email address: oraclebranded.rfo@dir.texas.gov.
This portion to be completed by the Vendor requesting reference information

______________________________________________________________________________________
Vendor Name_________________________________
Product or Related Services Sold to Reference____________________________________
Cloud Service Category (IaaS/PaaS/MaaS/SaaS/Broker) ___________________________________
Prime Contractor ___________________________________________________________________
Subcontractor(s) (if applicable)_________________________________________________________
Dates of Performance: Starting Date __________________ Ending Date _____________________
Total Est. Contract Dollar Amount______________
_______________________________________________________________________________________
This portion to be completed by the Customer providing reference and returned to DIR at
oraclebranded.rfo@dir.texas.gov.
Rating: (0) Unsatisfactory; (1) Marginally Satisfactory; (2) Satisfactory; (3) Exceeds Expectations; N/A. Not Applicable
Definitions for each rating category are contained on the last page.
IMPORTANT: Have you purchased any Oracle Branded Products or Related Services or Cloud Services from this
Vendor in the past two years? …… Yes___ No____
Please provide your opinion by rating the following:
Quality of Oracle Branded Products and Related Services

1. Vendor’s knowledge of and ability to answer questions regarding the products 0.___ 1.___ 2.___ 3.___ N/A____
2. Vendor’s ability to resolve problems related to products or services 0.___ 1.___ 2.___ 3.___ N/A____
Quality of CLOUD SERVICES Provided (If applicable)

3. Effectiveness in identifying user requirements 0.___ 1.___ 2.___ 3.___ N/A____
4. Effectiveness in accomplishing performance metrics 0.___ 1.___ 2.___ 3.___ N/A____
5. Identified risk factors and alternatives for alleviating risk 0.___ 1.___ 2.___ 3.___ N/A____
6. Effective logistics support (hardware, software, personnel) 0.___ 1.___ 2.___ 3.___ N/A____
7. Quality & completeness of deliverables and documentation 0.___ 1.___ 2.___ 3.___ N/A____
8. Technical qualifications of Vendor personnel 0.___ 1.___ 2.___ 3.___ N/A____
9. Met Service Level Agreements (SLA’s) 0.___ 1.___ 2.___ 3.___ N/A____
10. Accomplished project/application goal 0.___ 1.___ 2.___ 3.___ N/A____
11. Would use service again 0.___ 1.___ 2.___ 3.___ N/A____
12. Would recommend service to others 0.___ 1.___ 2.___ 3.___ N/A____
Cost
13. Accurately estimated and controlled costs to complete work 0.___ 1.___ 2.___ 3.___ N/A____
14. Timely, current, accurate & complete invoices 0.___ 1.___ 2.___ 3.___ N/A____
Timeliness of Performance
15. Adherence to delivery schedule (major tasks, milestones) 0.___ 1.___ 2.___ 3.___ N/A____
16. Provided timely technical assistance, on-site & off-site 0.___ 1.___ 2.___ 3.___ N/A____
17. Timely, current & complete reporting, tracking & documentation 0.___ 1.___ 2.___ 3.___ N/A____
Business Relations & Customer Satisfaction

18. Effectively communicated with customer management & staff 0.___ 1.___ 2.___ 3.___ N/A____
19. Vendor personnel (professional, cooperative & flexible) 0.___ 1.___ 2.___ 3.___ N/A____
20. Overall Satisfaction with Vendor 0.___ 1.___ 2.___ 3.___ N/A____
(Continued on next page) 340 of 446
Comments: (Please use additional page if necessary)
__________________________________________________________________________________
__________________________________________________________________________________
In your opinion, should this Vendor be used again for the procurement of Oracle Branded Products and Related Services?
Yes_____ No _____
In your opinion, should this Vendor be used again for future Cloud Services? Yes_____ No _____
In your opinion, should this Vendor be recommended to others? Yes_____ No _____
Rater’s Name:___________________________________________________ Date:_______________

Organization:_______________________
Title:______________________________
Phone Number:__________________ Fax Number:_______________ Email address:______________________
341 of 446
Vendor Reference Evaluation
Scoring
Excellent (3)
There are no quality problems. There are no cost issues. There are no delays. Responses to inquiries,
technical, service, and
administrative issues are
effective and responsive.
Satisfactory (2)
Nonconformances do not Cost issues do not impact Delays do not impact Response to inquiries,
impact achievement of achievement of contract achievement of contract technical, service, and
contract requirements. requirements. requirements. administrative issues is usually
effective and responsive.
Marginally Satisfactory (1)
Nonconformances require Cost issues require minor Delays require minor Agency Response to inquiries,
minor Agency resources to Agency resources to ensure resources to ensure technical, service, and
ensure achievement of achievement of contract achievement of contract administrative issues is
contract requirements. requirements. requirements. somewhat effective and
responsive.
Unsatisfactory (0)
Nonconformances are Cost issues are compromising Delays are compromising the Response to inquiries,
compromising the performance of contract achievement of contract technical, service, and
achievement of contract requirements. requirements. administrative issues is not
requirements. effective and responsive.
342 of 446

Bid Package 7
VPAT™
Voluntary Product Accessibility Template®
Version 1.3
The purpose of the Voluntary Product Accessibility Template, or VPAT™, is to assist Federal
contracting officials and other buyers in making preliminary assessments regarding the availability
of commercial “Electronic and Information Technology” products and services with features that
support accessibility. It is assumed and recommended that offerers will provide additional contact
information to facilitate more detailed inquiries.
The first table of the Template provides a summary view of the Section 508 Standards. The
subsequent tables provide more detailed views of each subsection. There are three columns in
each table. Column one of the Summary Table describes the subsections of subparts B and C of
the Standards. The second column describes the supporting features of the product or refers you
to the corresponding detailed table, e.g., “equivalent facilitation." The third column contains any
additional remarks and explanations regarding the product. In the subsequent tables, the first
column contains the lettered paragraphs of the subsections. The second column describes the
supporting features of the product with regard to that paragraph. The third column contains any
additional remarks and explanations regarding the product.
Date:
Name of Product:
Contact for more Information (name/phone/email):
pg. 1
343 of 446
Summary Table
VPAT™
Remarks and
Criteria Supporting Features
explanations
Section 1194.21 Software
Applications and Operating Systems
Section 1194.22 Web-based Internet
Information and Applications
Section 1194.23 Telecommunications
Products
Section 1194.24 Video and Multi-
media Products
Section 1194.25 Self-Contained,
Closed Products
Section 1194.26 Desktop and
Portable Computers
Section 1194.31 Functional
Performance Criteria
Section 1194.41 Information,
Documentation and Support
Return to the top of the page.http://www.itic.org/Local Settings/Temporary Internet

Files/OLK42/VPAT.html
pg. 2
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Section 1194.21 Software Applications and

Operating Systems – Detail
VPAT™
Remarks and
explanations
(a) When software is designed to run
on a system that has a keyboard,
product functions shall be executable
from a keyboard where the function
itself or the result of performing a
function can be discerned textually.
(b) Applications shall not disrupt or
disable activated features of other
products that are identified as
accessibility features, where those
features are developed and
documented according to industry
standards. Applications also shall not
disrupt or disable activated features of
any operating system that are
identified as accessibility features
where the application programming
interface for those accessibility
features has been documented by the
manufacturer of the operating system
and is available to the product
developer.
(c) A well-defined on-screen
indication of the current focus shall be
provided that moves among
interactive interface elements as the
input focus changes. The focus shall
be programmatically exposed so that
Assistive Technology can track focus
and focus changes.
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(d) Sufficient information about a user

interface element including the
identity, operation and state of the
element shall be available to
Assistive Technology. When an
image represents a program element,
the information conveyed by the
image must also be available in text.
(e) When bitmap images are used to
identify controls, status indicators, or
other programmatic elements, the
meaning assigned to those images
shall be consistent throughout an
application's performance.
(f) Textual information shall be
provided through operating system
functions for displaying text. The
minimum information that shall be
made available is text content, text
input caret location, and text
attributes.
(g) Applications shall not override
user selected contrast and color
selections and other individual
display attributes.
(h) When animation is displayed, the
information shall be displayable in at
least one non-animated presentation
mode at the option of the user.
(i) Color coding shall not be used as
the only means of conveying
information, indicating an action,
prompting a response, or
distinguishing a visual element.
(j) When a product permits a user to
adjust color and contrast settings, a
variety of color selections capable of
producing a range of contrast levels
shall be provided.
(k) Software shall not use flashing or
blinking text, objects, or other
elements having a flash or blink
frequency greater than 2 Hz and
lower than 55 Hz.
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(l) When electronic forms are used,

the form shall allow people using
Assistive Technology to access the
information, field elements, and
functionality required for completion
and submission of the form, including
all directions and cues.
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Section 1194.22 Web-based Internet information

and applications – Detail
VPAT™
Remarks and
explanations
(a) A text equivalent for every non-
text element shall be provided (e.g.,
via "alt", "longdesc", or in element
content).
(b) Equivalent alternatives for any
multimedia presentation shall be
synchronized with the presentation.
(c) Web pages shall be designed so
that all information conveyed with
color is also available without color,
for example from context or markup.
(d) Documents shall be organized so
they are readable without requiring an
associated style sheet.
(e) Redundant text links shall be
provided for each active region of a
server-side image map.
(f) Client-side image maps shall be
provided instead of server-side image
maps except where the regions
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cannot be defined with an available

geometric shape.
(g) Row and column headers shall be
identified for data tables.
(h) Markup shall be used to associate
data cells and header cells for data
tables that have two or more logical
levels of row or column headers.
(i) Frames shall be titled with text that
facilitates frame identification and
navigation
(j) Pages shall be designed to avoid
causing the screen to flicker with a
frequency greater than 2 Hz and
lower than 55 Hz.
(k) A text-only page, with equivalent
information or functionality, shall be
provided to make a web site comply
with the provisions of this part, when
compliance cannot be accomplished
in any other way. The content of the
text-only page shall be updated
whenever the primary page changes.
(l) When pages utilize scripting
languages to display content, or to
create interface elements, the
information provided by the script
shall be identified with functional text
that can be read by Assistive
Technology.
(m) When a web page requires that
an applet, plug-in or other application
be present on the client system to
interpret page content, the page must
provide a link to a plug-in or applet
that complies with §1194.21(a)
through (l).
(n) When electronic forms are
designed to be completed on-line, the
form shall allow people using
Assistive Technology to access the
information, field elements, and
functionality required for completion
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and submission of the form, including

all directions and cues.
(o) A method shall be provided that
permits users to skip repetitive
navigation links.
(p) When a timed response is
required, the user shall be alerted and
given sufficient time to indicate more
time is required.
Note to 1194.22: The Board interprets paragraphs (a) through (k) of this section as consistent
with the following priority 1 Checkpoints of the Web Content Accessibility Guidelines 1.0 (WCAG
1.0) (May 5 1999) published by the Web Accessibility Initiative of the World Wide Web
Consortium: Paragraph (a) - 1.1, (b) - 1.4, (c) - 2.1, (d) - 6.1, (e) - 1.2, (f) - 9.1, (g) - 5.1, (h) - 5.2,
(i) - 12.1, (j) - 7.1, (k) - 11.4.
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Section 1194.23 Telecommunications Products –

Detail
VPAT™
Remarks and
explanations
(a) Telecommunications products or
systems which provide a function
allowing voice communication and
which do not themselves provide a
TTY functionality shall provide a
standard non-acoustic connection
point for TTYs. Microphones shall be
capable of being turned on and off to
allow the user to intermix speech with
TTY use.
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(b) Telecommunications products

which include voice communication
functionality shall support all
commonly used cross-manufacturer
non-proprietary standard TTY signal
protocols.
(c) Voice mail, auto-attendant, and
interactive voice response
telecommunications systems shall be
usable by TTY users with their TTYs.
(d) Voice mail, messaging, auto-
attendant, and interactive voice
response telecommunications
systems that require a response from
a user within a time interval, shall give
an alert when the time interval is
about to run out, and shall provide
sufficient time for the user to indicate
more time is required.
(e) Where provided, caller
identification and similar
telecommunications functions shall
also be available for users of TTYs,
and for users who cannot see
displays.
(f) For transmitted voice signals,
telecommunications products shall
provide a gain adjustable up to a
minimum of 20 dB. For incremental
volume control, at least one
intermediate step of 12 dB of gain
shall be provided.
(g) If the telecommunications product
allows a user to adjust the receive
volume, a function shall be provided
to automatically reset the volume to
the default level after every use.
(h) Where a telecommunications
product delivers output by an audio
transducer which is normally held up
to the ear, a means for effective
magnetic wireless coupling to hearing
technologies shall be provided.
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(i) Interference to hearing

technologies (including hearing aids,
cochlear implants, and assistive
listening devices) shall be reduced to
the lowest possible level that allows a
user of hearing technologies to utilize
the telecommunications product.
(j) Products that transmit or conduct
information or communication, shall
pass through cross-manufacturer,
non-proprietary, industry-standard
codes, translation protocols, formats
or other information necessary to
provide the information or
communication in a usable format.
Technologies which use encoding,
signal compression, format
transformation, or similar techniques
shall not remove information needed
for access or shall restore it upon
delivery.
(k)(1) Products which have
mechanically operated controls or
keys shall comply with the following:
Controls and Keys shall be tactilely
discernible without activating the
controls or keys.
Controls and Keys shall be operable
with one hand and shall not require
tight grasping, pinching, twisting of
the wrist. The force required to
activate controls and keys shall be 5
lbs. (22.2N) maximum.
keys shall comply with the following: If
key repeat is supported, the delay
before repeat shall be adjustable to at
least 2 seconds. Key repeat rate shall
be adjustable to 2 seconds per
character.
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The status of all locking or toggle
controls or keys shall be visually
discernible, and discernible either
through touch or sound.

Section 1194.24 Video and Multi-media Products –

Detail
VPAT™
Remarks and
explanations
a) All analog television
displays 13 inches and
larger, and computer
equipment that includes
analog television receiver
or display circuitry, shall
be equipped with caption
decoder circuitry which
appropriately receives,
decodes, and displays
closed captions from
broadcast, cable,
videotape, and DVD
signals. As soon as
practicable, but not later
than July 1, 2002,
widescreen digital
television (DTV) displays
measuring at least 7.8
inches vertically, DTV sets
with conventional displays
measuring at least 13
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inches vertically, and

stand-alone DTV tuners,
whether or not they are
marketed with display
screens, and computer
equipment that includes
DTV receiver or display
circuitry, shall be equipped
with caption decoder
circuitry which
appropriately receives,
decodes, and displays
closed captions from
broadcast, cable,
videotape, and DVD
signals.
(b) Television tuners,
including tuner cards for
use in computers, shall be
equipped with secondary
audio program playback
circuitry.
(c) All training and
informational video and
multimedia productions
which support the
agency's mission,
regardless of format, that
contain speech or other
audio information
necessary for the
comprehension of the
content, shall be open or
closed captioned.
(d) All training and
informational video and
multimedia productions
which support the
agency's mission,
regardless of format, that
contain visual information
necessary for the
comprehension of the
content, shall be audio
described.
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(e) Display or presentation

of alternate text
presentation or audio
descriptions shall be user-
selectable unless
permanent.

Section 1194.25 Self-Contained, Closed Products

– Detail
VPAT™
Remarks and
explanations
(a) Self contained
products shall be usable
by people with disabilities
without requiring an end-
user to attach Assistive
Technology to the product.
Personal headsets for
private listening are not
Assistive Technology.
(b) When a timed
response is required, the
user shall be alerted and
given sufficient time to
indicate more time is
required.
(c) Where a product
utilizes touchscreens or
contact-sensitive controls,
an input method shall be
provided that complies
with §1194.23 (k) (1)
through (4).
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(d) When biometric forms

of user identification or
control are used, an
alternative form of
identification or activation,
which does not require the
user to possess particular
biological characteristics,
shall also be provided.
(e) When products provide
auditory output, the audio
signal shall be provided at
a standard signal level
through an industry
standard connector that
will allow for private
listening. The product
must provide the ability to
interrupt, pause, and
restart the audio at
anytime.
(f) When products deliver
voice output in a public
area, incremental volume
control shall be provided
with output amplification
up to a level of at least 65
dB. Where the ambient
noise level of the
environment is above 45
dB, a volume gain of at
least 20 dB above the
ambient level shall be user
selectable. A function shall
be provided to
automatically reset the
volume to the default level
after every use.
(g) Color coding shall not
be used as the only
means of conveying
information, indicating an
action, prompting a
response, or distinguishing
a visual element.
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(h) When a product

permits a user to adjust
color and contrast
settings, a range of color
selections capable of
producing a variety of
contrast levels shall be
provided.
(i) Products shall be
designed to avoid causing
the screen to flicker with a
frequency greater than 2
Hz and lower than 55 Hz.
(j) (1) Products which are
freestanding, non-
portable, and intended to
be used in one location
and which have operable
controls shall comply with
the following: The position
of any operable control
shall be determined with
respect to a vertical plane,
which is 48 inches in
length, centered on the
operable control, and at
the maximum protrusion of
the product within the 48
inch length on products
which are freestanding,
non-portable, and
intended to be used in one
location and which have
operable controls.
(j)(2) Products which are
freestanding, non-
the following: Where any
operable control is 10
inches or less behind the
reference plane, the height
shall be 54 inches
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maximum and 15 inches

minimum above the floor.
freestanding, non-
the following: Where any
operable control is more
than 10 inches and not
more than 24 inches
behind the reference
plane, the height shall be
46 inches maximum and
15 inches minimum above
the floor.
freestanding, non-
the following: Operable
controls shall not be more
than 24 inches behind the
reference plane.

Section 1194.26 Desktop and Portable Computers

– Detail
VPAT™
Remarks and
explanations
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(a) All mechanically

operated controls and
keys shall comply with
§1194.23 (k) (1) through
(4).
(b) If a product utilizes
touchscreens or touch-
operated controls, an input
method shall be provided
that complies with
§1194.23 (k) (1) through
(4).
(c) When biometric forms
of user identification or
control are used, an
alternative form of
identification or activation,
which does not require the
user to possess particular
biological characteristics,
shall also be provided.
(d) Where provided, at
least one of each type of
expansion slots, ports and
connectors shall comply
with publicly available
industry standards

Section 1194.31 Functional Performance Criteria –

Detail
VPAT™
Remarks and
explanations
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(a) At least one mode of

operation and information
retrieval that does not
require user vision shall be
provided, or support for
Assistive Technology used
by people who are blind or
visually impaired shall be
provided.
(b) At least one mode of
require visual acuity
greater than 20/70 shall be
provided in audio and
enlarged print output
working together or
independently, or support
for Assistive Technology
used by people who are
visually impaired shall be
provided.
(c) At least one mode of
require user hearing shall
be provided, or support for
by people who are deaf or
hard of hearing shall be
provided
(d) Where audio
information is important for
the use of a product, at
least one mode of
retrieval shall be provided
in an enhanced auditory
fashion, or support for
assistive hearing devices
shall be provided.
(e) At least one mode of
require user speech shall
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be provided, or support for

by people with disabilities
shall be provided.
(f) At least one mode of
require fine motor control
or simultaneous actions
and that is operable with
limited reach and strength
shall be provided.

Section 1194.41 Information, Documentation and

Support – Detail
VPAT™
Remarks and
explanations
(a) Product support
documentation provided to
end-users shall be made
available in alternate
formats upon request, at
no additional charge
(b) End-users shall have
access to a description of
the accessibility and
compatibility features of
products in alternate
formats or alternate
methods upon request, at
no additional charge.
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(c) Support services for

products shall
accommodate the
communication needs of
end-users with disabilities.
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Request for Offer

DIR-TSO-TMP-415
Bid Package 7
Vendor ICT Accessibility Policy Assessment

(PDAA)
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Bid Package 7
DIR-TSO-TMP-415
Vendor ICT Accessibility Policy Assessment

This Information and Communications Technology (ICT) accessibility assessment is for vendor organizations to describe how they are currently implementing accessibility policy and
practices within their organizations.
Please complete this form by checking a box for each topic that most closely match the current state of your organization. A completed example is available using the "Example" tab of
the worksheet. This assessment is not a substitute for other requested accessibility information such as VPATs.
All questions, inquiries, etc. regarding Bid Package 8, Vendor ICT Accessibility Policy (PDAA) should be directed to Jeff Kline: Phone: 512-463-3248 Email: Jeff.Kline@dir.texas.gov
Organization information
Organization name: ___________________________________________________
Organization address: _________________________________________________
Responder contact information: _________________________________________
Date of assessment completion: _________________
My organization is a (choose one or more if applicable)

 Manufacturer: My organization develops and sells its own ICT products / services
 Service Provider: My organization sells IT development services
 Integrator: My organization develops customer solutions using a combination of products / services from manufacturers and products / components developed by my organization
 Reseller or Catalog Supplier: Does not develop or have its own products, but offers COTS 3rd party products
For each criteria statement, please enter the number corresponding to your response in the shaded areas of the "Response" column for the status statement in each grouping that is most
relevant to your organization today.
Responses
1. Develop, implement, and maintain an ICT accessibility policy.
0 My organization has no plan to have an ICT accessibility policy. (If selected, skip to next section or provide comments at the end of this section)
1a. Having an ICT accessibility policy.
1 My organization is developing an ICT accessibility policy.
2 My organization is finalizing an ICT accessibility policy.
3 My organization has approved an ICT accessibility policy.
1b. Having appropriate plans in place to implement and maintain the policy.
1 My organization is developing plans to implement our ICT accessibility policy and ensure that it is maintained.
2 My organization has completed planning for initial implementation and maintenance of our accessibility policy.
3 My organization has approved plans for accessibility policy implementation and maintenance.
1c. Establishing metrics and tracking progress towards achieving compliance to the policy.
1 My organization is identifying metrics that can be used to gauge policy compliance.
2 My organization is collecting metrics and has begun designing progress reporting based on them.
3 My organization is tracking progress on policy adoption and continues to refine the metrics.
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Section 1 Comments (Provide any comments or additional information on this section here.)
2. Establish and maintain an organizational structure that enables and facilitates progress in ICT accessibility.
My organization has no plan to develop a governance system to support ICT accessibility. (If selected, skip to next section or provide comments at the end of this
0
section)
2a. Developing an organization wide governance system.
1 My organization is investigating opportunities to improve organization wide governance for ICT accessibility.
2 My organization is finalizing plans that will result in an organization wide governance system.
3 My organization has approved plans for an organization wide governance system.
2b. Designating one or more individuals responsible for implementation.

2 My organization has identified key individuals in the implementation process.
3 My organization has assigned implementation duties and responsibilities to appropriate individuals.
2c. Implementing reporting/decision mechanism and maintain records.

1 My organization is developing tools and procedures for tracking ICT accessibility issues.
2 My organization is tracking and keeping records of ICT accessibility reporting and decisions.
3 My organization uses reports to make organizational changes to improve ICT accessibility.
3. Integrate ICT accessibility criteria into key phases of development, procurement, acquisitions, and other relevant
Manufacturers: Address processes that pertain to your development of ICT products.
Service providers: Address processes that pertain to your development of ICT services.
Integrators: Address processes that pertain to your ICT integration services and solutions.
Catalog Vendor/Reseller: Address processes that pertain to your reseller or catalogue offerings.
0 My organization has no plan to integrate accessibility criteria into key business processes. (If selected, skip to next section or provide comments at the end of this
section.)
3a. Identifying candidate processes for criteria integration.
1 My organization has a plan to identify and evaluate its key business processes for accessibility gaps.
2
My organization has evaluated its key business processes for accessibility gaps and is developing plans to better integrate accessibility criteria into these processes.
3 My organization has approved plans to integrate accessibility criteria into these processes.
3b. Implementing process changes.

1 My organization has begun modifying its key business processes to integrate accessibility criteria.
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2 My organization has completed accessibility criteria modification for some of its key business processes and has begun using these modified processes.
3 My organization has completed accessibility criteria modification for most of its key business processes and has begun using these modified processes.
3c. Integrate fully into all key processes.

2 My organization has fully integrated accessibility criteria into all of its key business processes and is using these processes to improve the accessibility of its product /
service offerings.
3 My organization has fully integrated accessibility criteria ACROSS its key business processes and is using these integrated processes to improve the accessibility of its
product / service offerings.
4. Provide processes for addressing inaccessible ICT.

Manufacturers: Address processes that pertain to your development of ICT products in 4a, 4b, 4c, and 4d.
Service providers: Address processes that pertain to your development of ICT services in 4a, 4b, 4c, and 4d.
Integrators: Address processes that pertain to your ICT integration services and solutions in 4a, 4b, 4c, and 4d.
Catalogue Vendor/Reseller: Address processes that pertain to your reseller or catalogue offerings in 4e.
0 We do not have plans to provide processes for bringing ICT developed and sold by our organization into accessibility compliance. (If selected, skip to next section or
provide comments at the end of this section.)
4a. Creating plans that include dates for compliance of inaccessible ICT.
1 We are developing plans to identify and test ICT developed and sold by our organization.
We have begun identifying and testing for accessibility in ICT products / services developed and sold by our organization and are developing plans that include dates
2
for bringing inaccessible ICT into compliance.
3 We perform accessibility testing on all products / serviced developed and sold by our organization, and have plans in place that include dates for bringing inaccessible
ICT into compliance.
4b. Providing alternate means of access until the ICT is accessible.
0 We do not have plans for providing alternate means of access for our organization's ICT offerings.
1 We are developing plans for providing alternate means of access for our organization's ICT offerings.
2 We are implementing methods providing alternate means of access for our organization's ICT offerings.
3 We have fully implemented a repeatable process for providing alternate means for our organization's ICT offerings.
4c. Implementing a corrective actions process(s) for handling accessibility technical issues and defects
1 We are developing a corrective actions process for handling accessibility technical issues and defects
2 We are implementing a corrective actions process for handling accessibility technical issues and defects
3 We have fully implemented an integrated corrective actions process for handling accessibility technical issues and defects.
4d. Maintaining records of identified inaccessible ICT, corrective action, and tracking.
1 We plan to develop a record keeping system for tracking the accessibility status of current and future products / services.
1 We plan to develop a record keeping process for corrective action tracking and handling of accessibility related issues / defects.
2 We have a record keeping system for tracking the accessibility status of current and future products / services.
2 We have a record keeping process for corrective action tracking and handling of accessibility related issues / defects.
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3 We have a record keeping system for tracking the accessibility status of current and future products / services and use this system to improve the accessibility of our
offerings.
3 We have a record keeping process for corrective action tracking and handling of accessibility related issues / defects and use this system to improve the accessibility
of our offerings.
4e. Maintaining records of identified inaccessible ICT, corrective action, and tracking. (Catalogue Vendor/Reseller only)
1 We have a plan to develop a record keeping system for obtaining and tracking accessibility documentation for vendor products and services offered through our
organization.
2
We have a record keeping system for obtaining and tracking accessibility documentation for vendor products and services offered through our organization.
3 We have a record keeping system for obtaining and tracking accessibility documentation for vendor products and services offered through our organization, and use
this system to improve the accessibility of our offerings.
5. Ensure the availability of relevant ICT accessibility skills within (or to) the organization.
We do not have plans in place to define, identify existing, or acquire ICT accessibility skills. (If selected, skip to next section or provide comments at the end of this
0
section.)
5a. Defining skills/job descriptions.
1 We have defined general skills and knowledge needs for ICT accessibility.
2
We have identified the fields of practice that require at least some level of accessibility knowledge and/or skills (examples include, but are not limited to: product
manager, project manager, product/system designer, application architect, application developer, quality assurance tester, and /or training/instructional designer.)
3 We have mapped key accessibility skills and knowledge needs to specific fields of practice.
5b. Identifying existing resources that match up and address gaps.

2 We have performed a gap analysis correlating accessibility skills and knowledge and current resources.
3 We have organized the gaps in order of priority.
5c. Managing progress in acquiring skills and allocating qualified resources.

1 We have a high level management plan in place to acquire accessibility skills and/or allocate those resources.
1 We have developed a training plan for in-house resources and identified external resources for training and/or augmentation.
2 We have developed a process to track resource training and augmentation.
3 All resources have the appropriate skills and continuous monitoring and improvement systems are in place.
6. Make information regarding ICT accessibility policy, plans, and progress available to customers.
We do not have a plan to make our accessibility policy or other accessibility information publically available. (If selected, skip to next section or provide comments at
0
the end of this section.)
6a. ICT Accessibility policy and VPAT documentation availability
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1 Our ICT accessibility policy is publicly available.

1 Our accessibility policy and documentation (VPATs, etc.) for some products is publicly available or available upon request.
2 Our accessibility policy and documentation (VPATs, etc.) for all released products is complete and publicly available or available upon request.
6b. Availability of other accessibility documentation beyond policy and VPATs

2 We are beginning to make other accessibility technical information available such as how accessibility testing is performed.
3 We make accessibility information available beyond policy and VPAT information including information on how accessibility testing is performed and other
information that demonstrates our organization's capability to produce accessible product / services.
6c. ICT Accessibility policy and documentation availability
2 We are implementing an accessibility support program within our organization to address questions related to our accessibility documentation.
3 We have a fully implemented accessibility support program within our organization to provide requested documentation and address questions related to the accessibility of our products.
Results
0
0
Total Points 0 0%
Percent
0%
Complete
Launch Integrate Optimize
Bid Package 7 Department of Information Resources 368 of 446
DIR-TSO-TMP-415 Policy-Driven Adoption for Accessibility (PDAA)
Frequently Asked Question (FAQ) for Vendors regarding Policy-Driven Adoption for Accessibility (PDAA)
1. What is PDAA?
Policy-driven Adoption for Accessibility (PDAA) is a tool that Vendors can use to demonstrate the extent to which their organization
•has implemented
Integrating accessibility best practices
policies within operations.
and practices The PDAA
into their business andconcept
culture is based on
enables the following
organizations principles:
to drive themselves
towards the creation of accessible offerings over the long term.
• Enabling products for accessibility requires integrating accessibility criteria into all phases of a product life cycle, and other
business processes where accessibility plays a role.
• Many state and federal agencies are required by law to procure or develop accessible offerings based on technical standards.
•Gaps inAgency
Vendorprocurement
internal governance systems
organizations andassurances
need leadershipthat
commitment inhibit
vendors have thetheir ability
ability to meetaccessible
to produce these standards.
offerings and
continue to improve them over time.
2. Why are buying organizations requesting information on company accessibility policy?
Making an organization’s information and communications technology (ICT) offerings accessible to people with disabilities requires
commitment in many areas of that organization. PDAA data helps buying organizations understand a Vendor’s accessibility policy,
progress
A matureand commitment
accessibility toimplementation
policy accessibility holistically.
signals that the Vendor is fully aware of the implications of accessibility requirements
and is prepared to resolve any issues in a timely manner with minimal friction. It also makes it more likely that the Vendor
understands that accessibility is more than meeting a set of technical guidelines or standards, and that usability will be a factor in
how they go about meeting the technical requirements. Accessibility that is planned, designed, and built in from the beginning
3. Why is PDAA information important to the buying organization?
The requested information provides insight into Vendors’ ability to develop accessible commercial off the shelf (COTS) and non-COTS
offerings, which can increase the procuring organizations’ confidence in the accuracy of Vendor’s accessibility documentation.
Current ICT accessibility reporting formats such as VPATs (Voluntary Product Assessment Templates) only apply to COTS products
and services. In many cases, Vendor VPATs lack credibility due to limited knowledge about their offerings’ accessibility. Additionally,
there is no standard reporting format for non-COTS offerings such as development services for websites, web applications, system
4. How will this information be used?

The initial completed form will establish a baseline for where a vendor stands with regard to its ICT accessibility policy. The baseline
illustrates the depth and maturity of the Vendor’s support for accessibility policy and practices as illustrated via the PDAA Maturity
(http://publishingext.dir.texas.gov/portal/internal/resources/DocumentLibrary/PDAA%20Maturity%20Matrix.pptx)
The questionnaire may also be included in future solicitations so that progress can be assessed. The Vendor responses from the
questionnaire may be considered as an element in Vendor selection; however, this would be determined by the procuring
Additionally, Vendor organizations can use the results as a roadmap for implementing their organization-wide ICT accessibility
initiatives, which will help ensure that programs and processes are in place to facilitate the development of future accessible
5. We already submit VPATs as part of solicitation responses. Is that adequate?
No. VPATs (Voluntary Product Assessment Templates) are product-specific. PDAA is a holistic presentation of the organization’s
approach to accessibility. The expectation is that organizations with mature approaches to PDAA will greatly improve the levels of
accessibility in products. It should also result in well documented, accurate VPATs, improving their value in product-level
6. What is the PDAA Maturity Model?
Based on the Capability Maturity Model (CMM) concept, the PDAA Maturity Model (Link on next line) provides buying organizations
and vendors with a simple dashboard or matrix to track and demonstrate Vendors’ progress toward full system-wide support of
7. Where can I obtain more information on Accessibility Policy implementation for my organization?
(http://dir.texas.gov/View-Resources/Pages/Content.aspx?id=39#Procurement)
Or contact the Statewide EIR Accessibility Coordinator via Email at:
statewideaccessibilitycoordinator@dir.texas.gov
For government organizations/agencies

8. What is PDAA?
has
· implemented accessibilitypolicies
Integrating accessibility best practices within into
and practices operations. The PDAA
their business and concept is basedorganizations
culture enables on the following principles:
to drive themselves
· Enabling products for accessibility requires the integration of accessibility criteria in all phases of a product life cycle, and other
· Many state and federal agencies are required by law to procure or develop accessible offerings based on technical standards,
but gaps in internal governance and commitment by industry inhibits the adoption and implementation of these standards.
· Agency procurement organizations need assurances that vendors have the ability to produce accessible offerings and continue
9. Does the PDAA replace VPATs?
approach to accessibility. VPATs are still a valuable tool at the product level, and the expectation is that vendors with mature
10. Why a “maturity model” of evaluation?
Successfully enabling an organization for ICT accessibility requires implementation within various areas of an organization. As with
any organization-wide initiative, implementation cannot occur all at once. The PDAA Maturity Model is used to gauge progress
11. Why should we support vendors who have mature PDAA practices?
A mature accessibility policy implementation signals that the vendor is fully aware of the implications of accessibility requirements
and is prepared to resolve any issues in a timely manner with minimal friction. It also makes it more likely that the vendor
12. How should we score PDAA information?
In general, the PDAA questionnaire is meant to ensure that the same information is collected from all bidders, and how the agency
uses that
While information
scoring will been
has not yet depend on circumstances.
established for PDAA, the responses from the questionnaire may be used as criteria in selecting
offerings or Vendors by the procuring organization.
PDAA evaluation is an area that will need some practical experience, and we hope that organizations will share what they learn.
13. Where does the PDAA information fit within the procurement process?
Using consistent information in evaluating bids is a key element of open and competitive public procurements. The information
given in a PDAA report can help judge the ability of a Vendor to: complete a VPAT correctly, produce accessible custom ICT offerings
(web sites, web applications, software, etc.), resolve accessibility defects when discovered, and otherwise be a partner in helping
you meet your compliance obligations. The specific role of PDAA responses may be determined in part by the procurement laws,
14. What happens if the vendor claims the information is confidential or a trade secret?
Vendors often claim this for information required in procurements. Your organization’s procurement laws, policies, or practices may
already address how you handle such claims.
15. What other states are using the PDAA model?
The PDAA model is in its early stages. A coalition of states are working with several national associations to harmonize the criteria
for this model, and for obtaining and evaluating PDAA information. The goal is for more states and other government entities to
Or contact the Statewide EIR Accessibility Coordinator at:
372 of 446
Bid Package 8
DIR-TSO-TMP-396 EXAMPLE
DIR-TSO-TMP-415 BID PACKAGE 7 Vendor ICT Accessibility Policy Assessment

This Information and Communications Technology (ICT) accessibility assessment is for vendor organizations to describe how they are currently implementing accessibility policy and practices within their organizat
Please complete this form by checking a box for each topic that most closely match the current state of your organization. A completed example is available using the "Example" tab of the worksheet. This assessment is not
other requested accessibility information such as VPATs. All que
etc. regarding Bid Package 8, Vendor ICT Accessibility Policy (PDAA) should be directed to Jeff Kline: Phone: 512-463-3248 Email: Jeff.Kline@dir.texas.gov
Organization information
Organization name: __Company X_________________________________________________
Organization address: _________________________________________________
1111 State Blvd. Anytown, TX 78701
Responder contact information: _______myemailaddress@yahoo.com__________________________________
Date of assessment completion: ____1/1/15_____________
My organization is a (choose one or more if applicable)

 Manufacturer: My organization develops and sells its own ICT products / services
 Service Provider: My organization sells IT development services
 Integrator: My organization develops customer solutions using a combination of products / services from manufacturers and products / components developed by my organization
 Reseller or Catalogue Supplier: Does not develop or have its own products, but offers COTS 3rd party products
For each criteria statement, please enter the number corresponding to your response in the shaded areas of the "Response" column for the status statement in each grouping that is mos
organization today.
Responses
1. Develop, implement, and maintain an ICT accessibility policy.
0 My organization has no plan to have an ICT accessibility policy. (If selected, skip to next section or provide comments at the end of this section)
2 1a. Having an ICT accessibility policy.
1 My organization is developing an ICT accessibility policy.
2 My organization is finalizing an ICT accessibility policy.
3 My organization has approved an ICT accessibility policy.
1 1b. Having appropriate plans in place to implement and maintain the policy.
1 My organization is developing plans to implement our ICT accessibility policy and ensure that it is maintained.
2 My organization has completed planning for initial implementation and maintenance of our accessibility policy.
3 My organization has approved plans for accessibility policy implementation and maintenance.
1 1c. Establishing metrics and tracking progress towards achieving compliance to the policy.
1 My organization is identifying metrics that can be used to gauge policy compliance.
2 My organization is collecting metrics and has begun designing progress reporting based on them.
3 My organization is tracking progress on policy adoption and continues to refine the metrics.
2. Establish and maintain an organizational structure that enables and facilitates progress in ICT accessibility.
0 My organization has no plan to develop a governance system to support ICT accessibility. (If selected, skip to next section or provide comments at the end of this section)
1 2a. Developing an organization wide governance system.
1
Frequently Asked Question (FAQ) for Vendors regarding Policy-Driven Adoption for Accessibility (PDAA)
1. What is PDAA?
•has implemented
Integrating accessibility best practices
policies within operations.
and practices The PDAA
into their business andconcept
culture is based on
enables the following
organizations principles:
to drive themselves
• Enabling products for accessibility requires integrating accessibility criteria into all phases of a product life cycle, and other
business processes where accessibility plays a role.
• Many state and federal agencies are required by law to procure or develop accessible offerings based on technical standards.
•Gaps inAgency
Vendorprocurement
internal governance systems
organizations andassurances
need leadershipthat
commitment inhibit
vendors have thetheir ability
ability to meetaccessible
to produce these standards.
offerings and
continue to improve them over time.
2. Why are buying organizations requesting information on company accessibility policy?
Making an organization’s information and communications technology (ICT) offerings accessible to people with disabilities requires
commitment in many areas of that organization. PDAA data helps buying organizations understand a Vendor’s accessibility policy,
progress
A matureand commitment
accessibility toimplementation
policy accessibility holistically.
signals that the Vendor is fully aware of the implications of accessibility requirements
and is prepared to resolve any issues in a timely manner with minimal friction. It also makes it more likely that the Vendor
3. Why is PDAA information important to the buying organization?
The requested information provides insight into Vendors’ ability to develop accessible commercial off the shelf (COTS) and non-COTS
offerings, which can increase the procuring organizations’ confidence in the accuracy of Vendor’s accessibility documentation.
Current ICT accessibility reporting formats such as VPATs (Voluntary Product Assessment Templates) only apply to COTS products
and services. In many cases, Vendor VPATs lack credibility due to limited knowledge about their offerings’ accessibility. Additionally,
there is no standard reporting format for non-COTS offerings such as development services for websites, web applications, system
4. How will this information be used?

The initial completed form will establish a baseline for where a vendor stands with regard to its ICT accessibility policy. The baseline
illustrates the depth and maturity of the Vendor’s support for accessibility policy and practices as illustrated via the PDAA Maturity
The questionnaire may also be included in future solicitations so that progress can be assessed. The Vendor responses from the
questionnaire may be considered as an element in Vendor selection; however, this would be determined by the procuring
Additionally, Vendor organizations can use the results as a roadmap for implementing their organization-wide ICT accessibility
initiatives, which will help ensure that programs and processes are in place to facilitate the development of future accessible
5. We already submit VPATs as part of solicitation responses. Is that adequate?
approach to accessibility. The expectation is that organizations with mature approaches to PDAA will greatly improve the levels of
accessibility in products. It should also result in well documented, accurate VPATs, improving their value in product-level
6. What is the PDAA Maturity Model?
Based on the Capability Maturity Model (CMM) concept, the PDAA Maturity Model (Link on next line) provides buying organizations
and vendors with a simple dashboard or matrix to track and demonstrate Vendors’ progress toward full system-wide support of
Or contact the Statewide EIR Accessibility Coordinator via Email at:
For government organizations/agencies

8. What is PDAA?
has
· implemented accessibilitypolicies
Integrating accessibility best practices within into
and practices operations. The PDAA
their business and concept is basedorganizations
culture enables on the following principles:
to drive themselves
· Enabling products for accessibility requires the integration of accessibility criteria in all phases of a product life cycle, and other
· Many state and federal agencies are required by law to procure or develop accessible offerings based on technical standards,
but gaps in internal governance and commitment by industry inhibits the adoption and implementation of these standards.
· Agency procurement organizations need assurances that vendors have the ability to produce accessible offerings and continue
9. Does the PDAA replace VPATs?
approach to accessibility. VPATs are still a valuable tool at the product level, and the expectation is that vendors with mature
10. Why a “maturity model” of evaluation?
Successfully enabling an organization for ICT accessibility requires implementation within various areas of an organization. As with
any organization-wide initiative, implementation cannot occur all at once. The PDAA Maturity Model is used to gauge progress
11. Why should we support vendors who have mature PDAA practices?
A mature accessibility policy implementation signals that the vendor is fully aware of the implications of accessibility requirements
and is prepared to resolve any issues in a timely manner with minimal friction. It also makes it more likely that the vendor
12. How should we score PDAA information?
In general, the PDAA questionnaire is meant to ensure that the same information is collected from all bidders, and how the agency
uses that
While information
scoring will been
has not yet depend on circumstances.
established for PDAA, the responses from the questionnaire may be used as criteria in selecting
offerings or Vendors by the procuring organization.
PDAA evaluation is an area that will need some practical experience, and we hope that organizations will share what they learn.
13. Where does the PDAA information fit within the procurement process?
Using consistent information in evaluating bids is a key element of open and competitive public procurements. The information
given in a PDAA report can help judge the ability of a Vendor to: complete a VPAT correctly, produce accessible custom ICT offerings
(web sites, web applications, software, etc.), resolve accessibility defects when discovered, and otherwise be a partner in helping
you meet your compliance obligations. The specific role of PDAA responses may be determined in part by the procurement laws,
14. What happens if the vendor claims the information is confidential or a trade secret?
Vendors often claim this for information required in procurements. Your organization’s procurement laws, policies, or practices may
already address how you handle such claims.
15. What other states are using the PDAA model?
The PDAA model is in its early stages. A coalition of states are working with several national associations to harmonize the criteria
for this model, and for obtaining and evaluating PDAA information. The goal is for more states and other government entities to
Or contact the Statewide EIR Accessibility Coordinator at:
377 of 446
Bid Package 8
Appendix XX
MASTER LEASE AGREEMENT

1. Scope.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the Equipment described on each
Supplementary Schedule (“Schedule”), which is a separate agreement executed from time to time by Lessor
and Lessee and makes specific reference to this Master Lease Agreemen t (“MLA”). Th e terms an d
conditions contained herein shall apply to each Schedule that is properly executed in conjunction with this
MLA and made subject to such terms and conditions as if a separate MLA were executed for each Schedule
by the Lessee. Each Lessee has made an independent legal and management determination to enter into
each Schedule. DIR has not offered or given any legal or management advice to the Lessor or to any Lessee
under any Schedule. Lessee may negotiate additional terms or more advantageous terms with the Lessor to
satisfy individual procurements, such terms shall be developed by the Lessor and Lessee and stated within
a Rider to the MLA or the Schedule. To the extent that any of the provisions of the MLA conflict with any
of the terms contained in any Schedule, the terms of the Schedule shall control. It is expressly understood
that the term “Equipment” shall refer to the Products and any related Services as allowed within said
Contract number DIR-TSO-XXXX, as described on a Schedule and any associated items therewith,
including but not limited to all parts, replacements, additions, repairs, and attachments incorporated
therein and/or affixed thereto, all documentation (technical and/or user manuals), operating system and
application software as needed.
If more than one Lessee is named in a Schedule, the liability of each named Lessee shall be joint and several.
However, unless DIR leases Equipment for its own use, DIR is not a party to any Schedule executed under
this MLA and is not responsible for Rents, payments or any other obligations under such Lessee’s Schedule.
The invalidation, fulfillment, waiver, termination, or other disposition of any rights or obligations of either
a Lessee or the Lessor or both of them arising from the use of this MLA in conjunction with any one
Schedule shall not affect the status of the rights or obligations of either or both of those parties arising from
the use of this MLA in conjunction with any other Schedule, except in the Event of Default as provided in
Section 23 of this MLA.
Any reference to “MLA” shall mean this Agreement, including the Opinion of Counsel, and any riders,
amendments and addenda thereto, and any other documents as may from time to time be made a part hereof
upon mutual agreement by DIR and Lessor.
As to conditions precedent to Lessor’s obligation to purchase any Equipment, (i) Lessee shall accept the
MLA terms and conditions as set forth herein and execute all applicable documents such as the Schedule,
the Acceptance Certificate, Opinion of Counsel, and any other documentation as may be required by the
Lessor that is not in conflict with this MLA, and (ii) there shall be no material adverse change in Lessee’s
financial condition except as provided for within Section 7 of this MLA.
DIR Contract # DIR- TSO-XXXX Page 1 of 20 Appendix XX

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2. Term of MLA.
The term of this MLA shall commence on the last date of approval by DIR and Lessor of Amendment
Number XXX (XX) and shall continue until (i) the obligations of Lessee under every Schedule are fully
discharged, (ii) the full and final expiration date of the Contract, or (iii) either party exercises their
termination rights as stated within Appendix A, Section 11B of the Contract. In regards to either the
Contract expiration date or Contract termination date or the termination of this MLA, before all obligations
of Lessee under every Schedule are fully discharged, such Schedules and such other provisions of the
Contract and this MLA as may be necessary to preserve the rights of the Lessor or Lessee hereunder shall
survive said termination or expiration.
3. Term of Schedule.
The term for each Schedule, executed in conjunction to this MLA, shall commence on the date of execution
of an Acceptance Certificate by the Lessee or twenty (20) days after the delivery of the last piece of
Equipment to the Lessee (“Commencement Date”), and unless earlier terminated as provided for in the
MLA, shall continue for the number of whole months or other payment periods as set forth in the applicable
Schedule Term, commencing on the first day of the month following the Commencement Date (or
commencing on the Commencement Date if such date is the first day of the month). The Schedule Term
may be earlier terminated upon: (i) the Non-appropriation of Funds pursuant to Section 7 of this MLA, (ii)
an Event of Loss pursuant to Section 18 of this MLA, or (iii) an Event of Default by Lessee and Lessor’s
election to cancel the Schedule pursuant to Section 24 of this MLA.
4. Administration of MLA.
(a) For requests involving the leasing of Equipment, each potential Lessee will submit its request directly
to the Lessor. Lessor shall apply the then current Equipment pricing discounts as stated within the
Contract or the price as agreed upon by Lessee and Lessor, whichever is lower. Lessor shall submit
the lease proposal and all other applicable documents directly to the potential Lessee and negotiate the
Schedule terms directly with the potential Lessee.
(b) All leasing activities in conjunction to this MLA shall be treated as a “purchase sale” in regards to the
requirements of the Lessor to report the sale and make payment of the DIR administrative fee as defined
within Section 5 of the Contract.
(c) Upon agreement by Lessor and Lessee on pricing, availability and the like, Lessee may issue a purchase
order in the amount indicated on the Schedule to Lessor for the Equipment and reference said Contract
number DIR- TSO-XXX on the purchase order. Any pre-printed terms and conditions on the purchase
order submitted by the Lessee shall not be effective with respect to the lease of Equipment hereunder.
Rather, the terms and conditions of this MLA and applicable Schedule terms and conditions shall
control in all respects.
(d) Nothing herein shall require the Lessor to use this MLA exclusively with Lessees. Further, this MLA
shall not constitute a requirements Agreement and Lessor shall not be obligated to enter into any
Schedule for the lease of Equipment with any Lessee.
DIR Contract # DIR- TSO-XXX Page 2 of 20 Appendix XX

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5. Rent Payments.
During the Schedule Term and any renewal terms, Lessee agrees to pay Lessor Rent Payments. Rent
Payments shall be the amount equal to the Rent Payment amount specified in the Schedule multiplied by
the amount of the total number of Rent Payments specified therein. Lessee shall pay Rent Payments in the
amount and on the due dates specified by Lessor until all Rent Payments and all other amounts due under
the Schedule have been paid in full. If the Schedule Commencement Date is other than the first day of a
month, Lessee shall make an initial payment on the Schedule Commencement Date in an amount equal to
one-thirtieth of the Rent Payment specified in the Schedule for each day from the Schedule Commencement
Date (including the Schedule Commencement Date) through the last day of such month (including that day).
For example, if a scheduled payment amount is $3,000 and the Scheduled Commencement date is the 15th
of the month, a payment of $1,500 will be made.
Any amounts received by Lessor from the Lessee in excess of Rent Payments and any other sums required
to be paid by the Lessee shall be held as non-interest bearing security for Lessee’s faithful performance
under the conditions of this MLA and any Schedule. All Rent Payments shall be paid to the Lessor at the
address stated on the Schedule or any other such place as the Lessor or its assigns may hereafter direct to
the Lessee. Lessee shall abide by Appendix A, Section 8J of the Contract in making payments to the Lessor.
Any sum received by the Lessor later than ten (10) business days after its due date will bear interest from
such due date at the rate of one-percent (1%) per month (or the maximum rate allowable by law, if less)
until paid. Late charges, attorney’s fees and other costs or expenses necessary to recover Rent Payments
and any other amounts owed by Lessee hereunder are considered an integral part of this MLA.
Each Schedule is a net lease and except as specifically provided herein, Lessee shall be responsible for all
costs and expenses arising in connection with the Schedule or Equipment. Lessee acknowledges and agrees,
except as specifically provided for in Section 7 of this MLA, that its obligation to pay Rent and other sums
payable hereunder, and the rights of Lessor and Lessor’s assignees, shall be absolute and unconditional in
all events, and shall not be abated, reduced or subject to offset or diminished as a result of any event,
including without limitation damage, destruction, defect, malfunction, loss of use, or obsolescence of the
Equipment, or any other event, defense, counterclaim or recoupment due or alleged to be due by reason of
any past, present or future claims Lessee may have against Lessor, Lessor’s assigns, the manufacturer,
vendor, or maintainer of the Equipment, or any person for any reason whatsoever.
“Price” shall mean the actual purchase price of the Equipment. Rent Payments shall be adjusted
proportionately downward if the actual price of the Equipment is less than the estimate (original proposal),
and the Lessee herein authorizes Lessor to adjust the Rent Payments downward in the event of the decrease
in the actual Equipment price. However, in the event that the Equipment price is more than the estimate
(original proposal), the Lessor may not adjust the Rent Payment without prior written approval of the Lessee.
6. Liens and Taxes.
Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances, except those in favor
of Lessor or its assigns, and shall give Lessor immediate notice of any attachment or other judicial process
affecting any item of Equipment. Unless Lessee first provides proof of exemption therefrom, Lessee shall
promptly reimburse Lessor, upon receipt of an accurate invoice, as an additional sum payable under this
MLA, or shall pay directly if so requested by Lessor, all license and registration fees, sales, use, personal

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property taxes and all other taxes and charges imposed by any federal, state, or local governmental or taxing
authority, from which the Lessee is not exempt, whether assessed against Lessee or Lessor, relating to the
purchase, ownership, leasing, or use of the Equipment or the Rent Payments, excluding all taxes computed
upon the net income of Lessor. Any tax statement received by the Lessor, for taxes payable by the Lessee,
shall be promptly forwarded by the Lessor to the Lessee for payment.
7. Appropriation of Funds.
(a) This paragraph applies only to Lessees designated as state agencies defined in Section 2054.003, Texas
Government Code, including institutions of higher education as defined in Texas Education Code,
Section 61.003 and those state agencies utilizing a DIR contract through an Interagency Agreement, as
authorized by Chapter 771, Texas Government Code.
Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the
Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an
amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to
act in good faith to do those things reasonably and lawfully within its power to obtain and maintain
funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds
are not appropriated to continue the Schedule Term for any Fiscal Period (as set forth on the Schedule)
of Lessee beyond the Fiscal Period first in effect at the Commencement of the Schedule Term, Lessee
may terminate the Schedule with regard to not less than all of the Equipment on the Schedule so
affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to the end of its
current Fiscal Period confirming the Schedule will be so terminated. All obligations of Lessee to pay
Rent due after the end of the Fiscal Period for which such termination applies will cease, all interests
of Lessee in the Equipment will terminate and Lessee shall surrender the Equipment in accordance with
Section 13 of this MLA. Notwithstanding the foregoing, Lessee agrees, without creating a pledge, lien
or encumbrance upon funds available to Lessee in other than its current Fiscal Period, that it will use
reasonable efforts to obtain appropriation of funds to avoid termination of the Schedule by taking
reasonable and appropriate action including the inclusion in Lessee’s budget request for each Fiscal
Period during the Schedule Term hereof a request for adequate funds to meet its obligations and to
continue the Schedule in force. Lessee represents and warrants it has adequate funds to meet its
obligations during the first Fiscal Period of the Schedule Term. Lessor and Lessee understand and
intend that the obligation of Lessee to pay Rent hereunder shall constitute a current expense of Lessee
and shall not in any way be construed to be a debt of Lessee in contravention of any applicable
constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee,
nor shall anything contained herein constitute a pledge of the general revenues, funds or monies of
Lessee or the State of Texas beyond the Fiscal Period for which sufficient funds have been appropriated
to pay Rent hereunder.
(b) This paragraph applies only to Lessees designated as local government entities.
Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the
Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an
amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to
act in good faith to do those things reasonably and lawfully within its power to obtain and maintain
funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds

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are not appropriated for Lessee to continue the Schedule Term for any Fiscal Period (as set forth on the
Schedule) of the Lessee beyond the Fiscal Period first in effect at the commencement of the Schedule
Term, the Lessee may terminate the Schedule with regard to not less than all of the Equipment on the
Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to
the end of its current Fiscal Period confirming the Schedule will be terminated. All obligations of
Lessee to pay Rent due after the end of the Fiscal Period first in effect at the commencement of the
Schedule Term will cease, all interests of Lessee in the Asset(s) will terminate and Lessee shall
surrender the Equipment in accordance with Section 13 of this MLA. Notwithstanding the foregoing,
Lessee agrees, without creating a pledge, lien or encumbrance upon funds available to Lessee in other
than its current Fiscal Period, that it will use reasonable efforts to obtain appropriation of funds to avoid
termination of the Schedule by taking reasonable and appropriate action including the inclusion in
Lessee’s budget request for each Fiscal Period during the Schedule Term hereof a request for adequate
funds to meet its obligations and to continue the Schedule in force. Lessee represents and warrants it
has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term.
8. Selection of Equipment.
The Equipment is the size, design, capacity and manufacture selected by Lessee in its sole judgment and
not in reliance on the advice or representations of Lessor. No representation by the manufacturer or a vendor
shall in any way affect Lessee’s duty to pay Rent and perform its other obligations hereunder. Each
Schedule is intended to be a “finance lease” as defined in Article 2A of the Uniform Commercial Code.
Lessor has acquired or will acquire the Equipment in connection with this MLA. Lessor shall not be liable
for damages for any reason, for any act or omission of the supplying manufacturer. Lessor agrees, to the
extent they are assignable, to assign the Lessee, without recourse to Lessor, any warranties provided to
Lessor with respect to the Equipment during the Term of the applicable Schedule. Lessee acknowledges
that neither its dissatisfaction with any unit of Equipment, nor the failure of any of the Equipment to remain
in useful condition for the Schedule Term, nor the loss of possession or the right of possession of the
Equipment or any part thereof by the Lessee, shall relieve Lessee from the obligations under this MLA or
Schedule Term. Lessee shall have no right, title or interest in or to the Equipment except the right to use
the same upon the terms and conditions herein contained. The Equipment shall remain the sole and
exclusive personal property of the Lessor and not be deemed a fixture whether or not it becomes attached
to any real property of the Lessee. Any labels supplied by Lessor to Lessee, describing the ownership of
the Equipment, shall be affixed by Lessee upon a prominent place on each item of Equipment.
9. Inspection and Acceptance.
Promptly upon delivery of the Equipment, Lessee will inspect and test the Equipment, and not later than ten
(10) business days following the Commencement Date, Lessee will execute and deliver either (i) an
Acceptance Certificate, or (ii) written notification of any defects in the Equipment. If Lessee has not given
notice within such time period, the Equipment shall be conclusively deemed accepted by the Lessee as of
the tenth (10th) business day. Lessor, its assigns or their agents, shall be permitted free access at reasonable
times authorized by the Lessee, the right to inspect the Equipment.
10. Installation and Delivery; Use of Equipment; Repair and Maintenance.

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(a) All transportation, delivery, and installation costs associated with the Equipment shall be borne by the
Lessee. Lessor is not and shall not be liable for damages if for any reason the manufacturer of the
Equipment delays the delivery or fails to fulfill the order by the Lessee’s desired timeframe. Any delay
in delivery by the manufacturer shall not affect the validity of any Schedule. Lessee shall provide a
place of installation for the Equipment, which conforms to the requirements of the manufacturer and
Lessor.
(b) Subject to the terms hereof, Lessee shall be entitled to use the Equipment in compliance with all laws,
rules, and regulations of the jurisdiction wherein the Equipment is located and will pay all cost, claims,
damages, fees and charges arising out of its possession, use or maintenance. Lessee agrees to solely
use the Equipment in the conduct of Lessee’s business. Lessee agrees, at its expense, to obtain all
applicable permits and licenses necessary for the operation of the Equipment, and keep the Equipment
in good working order, repair, appearance and condition (reasonable wear and tear is acceptable).
Lessee shall not use or permit the use of the Equipment for any purpose, which according to the
specification of the manufacturer, the Equipment is not designed or reasonably suited. Lessee shall use
the Equipment in a careful and proper manner and shall comply with all of the manufacturer’s
instructions, governmental rules, regulations, requirements, and laws, and all insurance requirements,
if any, with regard to the use, operation or maintenance of the Equipment.
(c) Lessee, at its expense, shall take good and proper care of the Equipment and make all repairs and
replacements necessary to maintain and preserve the Equipment and keep it in good order and
condition. Unless Lessor shall otherwise consent in writing, Lessee shall, at its own expense, enter into
and maintain in force a maintenance agreement covering each unit of Equipment. Lessee shall furnish
Lessor with a copy of such agreement, upon request. Lessee shall pay all costs to install and dismantle
the Equipment. Lessee shall not make any alterations, additions, or improvements, or add attachments
to the Equipment without the prior written consent of Lessor, except for additions or attachments to the
Equipment purchased by Lessee from the original supplier of the Equipment or any other person
approved by Lessor. If Lessee desires to lease any such additions or attachments, Lessee hereby grants
to Lessor the right of first refusal to provide such lease financing to Lessee for such items. Subject to
the provisions of Section 13B of this MLA, Lessee agrees to restore the Equipment to Return Condition
prior to its return to the Lessor.
11. Relocation of Equipment.
Lessee shall at all times keep the Equipment within its exclusive possession and control. Upon Lessor’s
prior written consent, which shall not be unreasonably withheld, Lessee may move the Equipment to another
location of Lessee within the continental United States, provided (i) Lessee is not in default on any Schedule,
(ii) Lessee executes and causes to be filed at its expense such instruments as are necessary to preserve and
protect the interests of Lessor and its assigns in the Equipment, (iii) Lessee pays all costs of, and provides
adequate insurance during such movement, and (iv) Lessee pays all costs otherwise associated with such
relocation. Notwithstanding the foregoing, Lessee may move the Equipment to another location within
Texas without notification to, or the consent of, Lessor. Provided, however, that not later than December 31
of each calendar year, Lessee shall provide Lessor a written report detailing the total amount of Equipment
at each location of Lessee as of that date, and the complete address for each location. Lessor shall make all
filings and returns for property taxes due with respect to the Equipment, and Lessee agrees that it shall not
make or file any property tax returns, including information returns, with respect to the Equipment.

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12. Ownership.
The Equipment shall at all times be and remain the sole and exclusive property of Lessor, subject to the
parties rights under any applicable software license agreement. Lessee shall have no right, title or interest
in the Equipment except a leasehold interest as provided for herein. Lessee agrees that the Equipment shall
be and remain personal property and shall not be so affixed to realty as to become a fixture or otherwise to
lose its identity as the separate property of the Lessor. Upon request, Lessee will enter into any and all
agreements necessary to ensure that the Equipment remain the personal property of Lessor.
13. Purchase and Renewal Options; Location and Surrender of Equipment.
(a) Not less than ninety (90) days prior to the expiration of the initial Schedule Term Lessor shall notify
Lessee of options for continued use of Equipment. Lessee shall have the option to: (i) renew the
Schedule as to all but not less than all of the Equipment, or (ii) purchase all but not less than all of the
Equipment for cash or by the Lessor’s acceptance of a purchase order from Lessee upon the last
business day on or prior to the expiration of the Schedule Term thereof for a price equal to the amount
set forth in the Schedule. If the Fair Market Value (FMV) Purchase Option was selected on the
Schedule, the FMV shall be determined on the basis of and shall be equal in amount to, the value which
would be obtained in an arms-length transaction between an informed and willing buyer-user (other
than a used equipment dealer), who would be retaining the Equipment as part of its current operations,
in continuing and consistent use, and an informed and willing seller under no compulsion to sell, and
in such determination, costs of removal from the location of current use shall not be a deduction from
such value. If Lessee desires to exercise either option, it shall give Lessor irrevocable written notice
of its intention to exercise such option at least sixty (60) days (and not more than 180 days) before the
expiration of such Schedule Term. In the event that Lessee exercises the purchase option described
herein, upon payment by Lessee to Lessor of the purchase price for the Equipment, together will all
Rent Payments and any other amounts owing to Lessor hereunder, Lessor shall transfer to Lessee
without any representation or warranty of any kind, express or implied, title to such Equipment.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF LESSEE FAILS TO
NOTIFY LESSOR OF ITS INTENT WITH RESPECT TO THE EXERCISE OF THE OPTIONS
DESCRIBED IN THIS SECTION 13 WITHIN THE TIME FRAMES CONTEMPLATED HEREIN,
THE INITIAL SCHEDULE TERM SHALL BE TERMINATED ON THE DATE AS STATED IN
THE SCHEDULE.
(b) The Equipment shall be delivered to and thereafter kept at the location specified in the Schedule and
shall not be removed therefrom without Lessor’s prior written consent and in accordance with Section
11 of this MLA. Upon the expiration, early termination as provided herein, or upon final termination
of the Schedule, upon at least ninety (90) days prior written notice to Lessor, Lessee at its cost and
expense, shall immediately disconnect, properly package for transportation and return all (not part) of
the Equipment (including, without limitation, all service records and user manuals), freight prepaid, to
Lessor in good repair, working order, with unblemished physical appearance and with no defects which
affect the operation or performance of the Equipment (“Return Condition”), reasonable wear and tear
excepted. Lessee shall, at Lessor’s request, affix to the Equipment, tags, decals or plates furnished by
Lessor indicating Lessor’s ownership and Lessee shall not permit their removal or concealment. Lessee
shall return the Equipment to Lessor at a location specified by Lessor, provided, however, such location
shall be within the United States no farther than 500 miles from the original Lessee delivery location,

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unless otherwise agreed to on the applicable Schedule. If the Equipment is not in Return Condition,
Lessee shall remain liable for all reasonable costs required to restore the Equipment to Return
Condition. Lessee shall arrange and pay for the de-installation and packing of the Equipment and the
de-installation shall be performed by manufacturer-certified technicians, approved by Lessor and the
Lessor shall have the right to supervise and direct the preparation of the Equipment for return. IF,
UPON TERMINATION OR EXPIRATION OF THE SCHEDULE FOR ANY REASON, LESSEE
FAILS OR REFUSES FORTHWITH TO RETURN AND DELIVER THE EQUIPMENT TO
LESSOR, LESSEE SHALL REMAIN LIABLE FOR ANY RENT PAYMENTS ACCRUED AND
UNPAID WITH RESPECT TO ALL OF THE EQUIPMENT ON THE SCHEDULE AND SHALL
PAY RENT UP TO THE DATE THAT THE EQUIPMENT IS RETURNED TO THE ADDRESS
SPECIFIED BY LESSOR. Notwithstanding the foregoing, Lessor shall have the right, without notice
or demand, to enter Lessee’s premises or any other premises where the Equipment may be found and
to take possession of and to remove the Equipment, at Lessee’s sole cost and expense, without legal
process. Lessee understands that it may have a right under law to notice and a hearing prior to
repossession of the Equipment. As an inducement to Lessor to enter into a transaction, but only to the
extent that Lessee, if a state agency, has statutory authority to do so, Lessee hereby expressly waives
all rights conferred by existing law to notice and a hearing prior to such repossession by Lessor or any
officer authorized by law to effect repossession and hereby releases Lessor from all liability in
connection with such repossession. Without waiving the doctrines of sovereign immunity and
immunity from suit and to the extent authorized by the constitution and laws of the State of Texas,
Lessee’s obligation to return Equipment may, at Lessor’s option, be specifically enforced by Lessor.
14. Quiet Enjoyment.
During the Schedule Term, Lessor shall not interfere with Lessee’s quiet enjoyment and use of the
Equipment provided that an Event of Default (as hereinafter defined in Section 23 of the MLA) has not
occurred.
15. Warranties.
Lessor and Lessee acknowledge that manufacturer Equipment warranties, if any, inure to the benefit of the
Lessee. Lessee agrees to pursue any warranty claim directly against such manufacturer of the Equipment
and shall not pursue any such claim against Lessor. Lessee shall continue to pay Lessor all amounts payable
under any Schedule under any and all circumstances.
16. No Warranties.
LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OR LICENSOR OF

THE EQUIPMENT. LESSEE AGREES THAT LESSOR HAS NOT MADE AND MAKES NO
REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR
INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR
USE, MERCHANTABILITY, CONDITION, OR QUALITY OF THE EQUIPMENT OR ANY UNIT
THEREOF. LESSEE SPECIFICALLY WAIVES ALL RIGHT TO MAKE CLAIM AGAINST LESSOR
FOR BREACH OF ANY EQUIPMENT WARRANTY OF ANY KIND WHATSOEVER; AND WITH
RESPECT TO LESSOR, LESSEE LEASES EQUIPMENT “AS IS”. LESSOR SHALL NOT BE LIABLE
TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED

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DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, OR BY THE USE OR

MAINTENANCE THEREOF, OR BY THE REPAIRS, SERVICE OR ADJUSTMENT THERETO OR
ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF
SERVICE OR LOSS OF USE THEROF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE
WHATESOEVER AND HOWSOEVER CAUSED WITHOUT IN ANY WAY IMPLYING THAT ANY
SUCH WARRANTY EXISTS AND WITHOUT INCREASING ITS LIABILITY HEREUNDER, TO
ASSIGN TO LESSEE UPON LESSEE’S REQUEST THEREFOR ANY WARRANTY OF A
MANUFACTURER OR LICENSOR OR SELLER RELATING TO THE EQUIPMENT THAT MAY
HAVE BEEN GIVEN TO LESSOR.
17. Indemnification.
(a) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent
permitted by the laws and Constitution of the State of Texas, Lessee shall indemnify, protect, save and
hold harmless Lessor, its agents, servants and successors from and against all losses, damages, injuries,
claims, demands and expenses, including legal expenses and attorney’s fees, of whatsoever nature,
arising out of the use, misuse, condition, repair, storage, return or operation (including, but not limited
to, latent and other defects, whether or not discoverable by it) of any unit of Equipment, regardless of
where, how and by whom operated, and arising out of negligence (excluding the gross negligence or
willful misconduct of Lessor). Lessee is liable for the expenses of the defense or the settlement of any
suit or suits or other legal proceedings brought to enforce any such losses, damages, injuries, claims,
demands, and expenses and shall pay all judgments entered in any such suit or suits or other legal
proceedings. The indemnities and assumptions of liabilities and obligations herein provided for shall
continue in full force and effect notwithstanding the termination of the MLA or a Schedule whether by
expiration of time, by operation of law or otherwise. With respect to Lessor, Lessee is an independent
contractor, and nothing contained herein authorizes Lessee or any other person to operate the
Equipment so as to impose or incur any liability or obligation for or on behalf of Lessor.
(b) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent
permitted by the laws and Constitution of the State of Texas, Lessee and DIR individually and
collectively assume all risks and liabilities with respect to any claim made by any third party that the
lease arrangements herein are not authorized by law. Without waiving the doctrines of sovereign
immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State
of Texas, Lessee and DIR agree to indemnify, save and hold harmless Lessor from any and all such
claims and all expenses incurred in connection with such claims or to defend against such claims,
including without limitation any judgments by a court of competent jurisdiction or settlement or
compromise with such claimant.
(c) Lessor is the owner of the Equipment and has title to the Equipment. If any other person attempts to
claim ownership of the Equipment by asserting that claim against Lessee or through Lessee, Lessee
agrees, at its expense, to protect and defend Lessor’s title to the Equipment. Lessee further agrees that
it will at all times keep the Equipment free from any legal process, encumbrance or lien whatsoever,
and Lessee shall give Lessor immediate notice if any legal process, encumbrance or lien is asserted or
made against the Equipment.

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18. Risk of Loss.
Commencing upon delivery and continuing throughout the Schedule Term, Lessee shall bear the entire risk
of loss or damage in respect to any Equipment, whether partial or complete, from any cause whatsoever. In
the event of loss, theft, destruction or damage of any kind to any item of Equipment, or if any Equipment is
lost stolen, or taken by governmental action for a stated period extending beyond the Term of any Schedule
(an “Event of Loss”), Lessee shall promptly notify Lessor. Lessee shall, at its option: (a) immediately place
the affected Equipment in good condition and working order, (b) replace the affected Equipment with
identical equipment of at least equal value, in good condition and repair, and transfer clear title thereto to
Lessor, or (c) to the extent permitted by law, pay to Lessor, within thirty (30) days of the Event of Loss, an
amount equal to the Stipulated Loss Value (“SLV” as hereafter defined) for such affected Equipment, plus
any other unpaid amounts then due under the Schedule. If an Event of Loss occurs as to part of the
Equipment for which the SLV is paid, a prorated amount of each Rent Payment shall abate from the date
the SLV payment is received by Lessor. The SLV shall be an amount equal to the sum of all future Rent
Payments from the last Rent Payment date to the end of the Schedule Term with such Rent Payments
discounted to present value at the like-term Treasury Bill rate for the remaining Schedule Term in effect on
the date of such Event of Loss, or if such rate is not permitted by law, then at the lowest permitted rate.
In the event of a governmental taking of Equipment for an indefinite period or for a stated period, which
does not extend beyond the Schedule Term, all obligations of the Lessee with respect to such Equipment
(including payment of Rent) shall continue. So long as Lessee is not in default hereunder, Lessor shall pay
to Lessee all sums received by Lessor from the government by reason of such taking.
19. Insurance.
At its expense, Lessee shall keep the Equipment insured against all risks of loss and damage with companies
acceptable to Lessor for an amount equal to the original cost of the Equipment, with Lessor or its assign(s)
named as a loss payee. Lessee shall also maintain comprehensive general liability insurance, with Lessor
or its assign(s) named as an additional insured. Lessee shall be liable for any loss not covered by insurance.
All said insurance shall be in form and amount satisfactory to Lessor. Lessee shall pay the premiums
therefor and deliver to Lessor or its assign(s) the certificates of insurance or duplicates thereof or other
evidence satisfactory to Lessor or its assign(s) of such insurance coverage. Evidence of such insurance
coverage shall be furnished no later than the Schedule Commencement Date of each Schedule and from
time to time as Lessor or its assign(s) may request. Lessee hereby irrevocably appoints Lessor as Lessee’s
attorney-in-fact to make claim for, receive payment of, and execute and endorse all documents, checks or
drafts received in payment for loss or damage under any said insurance policy. Lessee may self-insure with
respect to the required coverage.
Further, Lessees that are defined as state agencies in accordance with Section 2054.003, Texas Government
Code (including institutions of higher education as defined in Texas Education Code, Section 61.003) and
those purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771,
Texas Government Code, may self-insure their obligations in this section.

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20. Representations and Warranties of Lessee.
Lessee represents and warrants for the benefit of Lessor and its assigns, and Lessee will provide an opinion
of counsel to the effect that, as of the time of execution of the MLA and each Schedule between Lessor and
Lessee:
(a) Lessee is either a Texas state agency or Texas local government, as defined in Section 2054.003,
Texas Government Code (including institutions of higher education as defined in Texas Education
Code, Section 61.003) or a state agency purchasing from a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Government Code. Lessee has made an
independent legal and management determination to enter into this transaction;
(b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by Lessee and
constitutes a valid, legal and binding agreement of Lessee, enforceable in accordance with its terms;
(c) No approval, consent or withholding of objection is required from any federal or other governmental
authority or instrumentality with respect to the entering into or performance by Lessee of any
Schedule between Lessor and Lessee;
(d) The entering into and performance of any Schedule between Lessor and Lessee, the MLA or any
Schedule will not violate any judgment, order, law or regulation applicable to Lessee or result in any
breach of, or constitute a default under, or result in the creation of any lien, charge, security interest
or other encumbrance upon assets of the Lessee or on the Equipment leased under any Schedule
between Lessor and Lessee pursuant to any instrument to which the Lessee is a party or by which it
or its assets may be bound;
(e) To the best of Lessee’s knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting Lessee, which if determined adversely to Lessee will have a material adverse
effect on the ability of Lessee to fulfill its obligations under the MLA or any Schedule between
Lessor and Lessee;
(f) The use of the Equipment is essential to Lessee’s proper, efficient and economic operation, and
Lessee will sign and provide to Lessor upon execution of each Schedule between Lessor and Lessee
hereto written certification to that effect; and
(g) Lessee represents and warrants that (i) It has authority to enter into any Schedule under this MLA,
(ii) the persons executing a Schedule have been duly authorized to execute the Schedule on Lessee’s
behalf, (iii) all information supplied to Lessor is true and correct, including all credit and financial
information and (iv) it is able to meet all its financial obligations, including the Rent Payments
hereunder.
21. Representation and Warranties of DIR.
DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an opinion of
counsel to the effect that, as of the time of execution of the MLA:

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(a) DIR is a State agency as defined in Section 2251.001, Texas Government Code. DIR has not
provided the Lessee or the Lessor with any legal or management advice regarding the MLA or any
Schedule executed pursuant thereto;
(b) This MLA has been duly authorized, executed and delivered by DIR and constitutes a valid, legal
and binding Agreement of DIR, enforceable in accordance with its terms;
authority or governmental authority or instrumentality with respect to the entering into or
performance by DIR of this MLA;
(d) The entering into and performance of the MLA does not violate any judgment, order, law or
regulation applicable to DIR or result in any breach of, constitute a default under, or result in the
creation of any lien, charge, security interest or other encumbrance upon assets of DIR or on the
Equipment pursuant to any instrument to which DIR is a party or by which it or its assets may be
bound;
(e) To the best of DIR’s knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting DIR, which if determined adversely to DIR will have a material adverse effect
on the ability of DIR to fulfill its obligations under the MLA;
(f) DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of the
Contract;
(g) Lessor’s payment of the administrative fee to DIR shall not constitute an illegal gratuity or otherwise
violate Texas law; and
(h) DIR is a government agency subject to the Texas Public Information Act. Lessor acknowledges that
DIR will comply with the Public Information Act, and with all opinions of the Texas Attorney
Generals’ office concerning this Act.
22. Representations and Warranties of Lessor.
(a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is
authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and
any of its political subdivisions;
(b) The MLA and each Schedule executed in conjunction to this MLA have been duly authorized,
executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor,
enforceable with respect to the obligations of Lessor herein in accordance with their terms;
authority or instrumentality with respect to the entering into or performance by Lessor of this MLA
or any Schedule;

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(d) The entering into and performance of the MLA or any Schedule will not violate any judgment, order,
law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or
result in the creation of any lien, charge, security interest or other encumbrance upon the assets of
the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to any
instrument to which the Lessor is a party or by which it or its assets may be bound; and
(e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting Lessor, which if determined adversely to Lessor will have a material adverse
effect on the ability of Lessor to fulfill its obligations under the MLA or any Schedule.
23. Default.
Lessee shall be in default under a Schedule upon the occurrence of any one or more of the following events
(each an “Event of Default”): (a) nonpayment or incomplete payment by Lessee of Rent or any other sum
payable; (b) nonpayment or incomplete payment by Lessee of Rent or any other sum payable on its due
date; (c) failure by Lessee to perform or observe any other term, covenant or condition of this MLA, any
Schedule, or any applicable software license agreement, which is not cured within ten (10) days after notice
thereof from Lessor; (d) insolvency by Lessee; (e) Lessee’s filing of any proceedings commencing
bankruptcy or the filing of any involuntary petition against Lessee or the appointment of any receiver not
dismissed within sixty (60) days from the date of said filing or appointment; (f) subjection of a substantial
part of Lessee’s property or any part of the Equipment to any levy, seizure, assignment or sale for or by any
creditor or governmental agency; or (g) any representation or warranty made by Lessee in this MLA, any
Schedule or in any document furnished by Lessee to Lessor in connection therewith or with the acquisition
or use of the Equipment being or becoming untrue in any material respect.
24. Remedies.
(a) Upon the occurrence of an “Event of Default” and at any time thereafter Lessor may, in its sole
discretion, do any one or more of the following: (i) After giving fifteen (15) days prior written notice
to Lessee of default, during which time Lessee shall have the opportunity to cure such default,
terminate any or all Schedules executed by Lessor and the defaulting Lessee; (ii) without Lessee and
DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed
by the laws and Constitution of the State of Texas, Lessor may proceed by appropriate court action
to enforce the performance of the terms of the Schedule and/or recover damages, including all of
Lessor’s economic loss for the breach thereof; (iii) whether or not the Schedule is terminated, upon
notice to Lessee, take possession of the Equipment wherever located, without demand, liability, court
order or other process of law, and for such purposes Lessee, to the extent authorized by Texas law,
hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where such
Equipment is located or cause Lessee, and Lessee hereby agrees, to return such Equipment to Lessor
in accordance with the requirements of Section 13 of the MLA; (iv) by notice to Lessee, and to the
extent permitted by law, declare immediately due and payable and recover from Lessee, as liquidated
damages and as a remedy, the sum of (a) the present value of the Rent owed from the earlier of the
date of payment by Lessee or the date Lessor obtains a judgment against Lessee until the end of the
Schedule Term plus, if the Equipment is not returned to or repossessed by Lessor, the present value
of the estimated in-place fair market value of the Equipment at the end of the Schedule Term as
determined by Lessor, each discounted at a rate equal to the rate used by Lessor for business

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opportunity analysis; (b) all Rent and other amounts due and payable on or before the earlier of the
date of payment by Lessee or the date Lessor obtains a judgment against Lessee; and (c) without
Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the
extent allowed by the laws and Constitution of the State of Texas, costs, fees (including all attorneys’
fees and court costs) and expenses associated with collecting said sums; and (d) interest on (a) and
(b) from the date of default at 1 ½% per month or portion thereof (or the highest rate allowable by
law, if less) and, on (c) from the date Lessor incurs such fees, costs or expenses.
(b) Upon return or repossession of the Equipment, Lessor may, if it so decides in its sole discretion, upon
notice to Lessee, use reasonable efforts to sell, re-lease or otherwise dispose of such Equipment, in
such manner and upon such terms as Lessor may determine in its sole discretion, so long as such
manner and terms are commercially reasonable. Upon disposition of the Equipment, Lessor shall
credit the Net Proceeds (as defined below) to the damages paid or payable by Lessee. Proceeds upon
sale of the Equipment shall be the sale price paid to Lessor less the Stipulated Loss Value in effect as
of the date of default. Proceeds upon a re-lease of the Equipment shall be all rents to be received for
a term not to exceed the remaining Schedule Term, discounted to present value as of the
commencement date of the re-lease at the Lessor’s current applicable debt rate. Without Lessee and
DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed
by the laws and Constitution of the State of Texas, “Net Proceeds” shall be the Proceeds of sale or
re-lease as determined above, less all costs and expenses incurred by Lessor in the recovery, storage
and repair of the Equipment, in the remarketing or disposition thereof, or otherwise as a result of
Lessee’s default, including any court costs and attorney’s fees and interest on the foregoing at
eighteen percent (18%) per annum or the highest rate allowable by law, if less, calculated from the
dates such costs and expenses were incurred until received by Lessor. Lessee shall remain liable for
the amount by which all sums, including liquidated damages, due from Lessee exceeds the Net
Proceeds. Net Proceeds in excess thereof are the property of and shall be retained by Lessor.
(c) No termination, repossession or other act by Lessor in the exercise of its rights and remedies upon an
Event or Default shall relieve Lessee from any of its obligations hereunder. No remedy referred to
in this Section is intended to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to above or otherwise available to Lessor at law or in equity.
(d) Neither DIR nor non-defaulting Lessees shall be deemed in default under the MLA or Schedules
because of the default of a particular Lessee. Lessor’s remedies under this Section 24 shall not
extend to DIR and those non-defaulting Lessees.
25. Notices and Waivers.
All notices relating to this MLA shall be delivered to DIR or the Lessor as specified within Section 6 of the
Contract, or to another representative and address subsequently specified in writing by the appropriate
parties hereto. All notices relating to a Schedule shall be delivered in person to an officer of the Lessor or
Lessee or shall be mailed certified or registered to Lessor or Lessee at its respective address shown on the
Schedule or to another address subsequently specified in writing by the appropriate parties thereof. DIR,
Lessee, and Lessor intend and agree that a photocopy or facsimile of this MLA or a Schedule and all related
documents, including but not limited to the Acceptance Certificate, with their signatures thereon shall be
treated as originals, and shall be deemed to be as binding, valid, genuine, and authentic as an original

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signature document for all purposes. This MLA and those Schedules in conjunction hereof are a “Finance
Lease” as defined in Article 2A of the Uniform Commercial Code (“UCC”). A waiver of a specific Default
shall not be a waiver of any other or subsequent Default. No waiver of any provision of this MLA or a
provision of a Schedule shall be a waiver of any other provision or matter, and all such waivers shall be in
writing and executed by an officer of the Lessor. No failure on the part of Lessor to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof.
26. Assignment by Lessor; Assignment or Sublease by Lessee.
(a) Lessor may (i) assign all or a portion of Lessor’s right, title and interest in this MLA and/or any
Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MLA, any
Schedule and/or any Equipment; and/or (iii) sell or transfer its title and interest as owner of the
Equipment and/or as Lessor under any Schedule; and DIR and each Lessee leasing Equipment under
the MLA understand and agree that Lessor’s assigns may each do the same (hereunder collectively
“Assignment”). All such Assignments shall be subject to each Lessee’s rights under the Schedule(s)
executed between it and Lessor and to DIR’s rights under the MLA. Each Lessee leasing Equipment
through Schedules under this MLA and DIR hereby consent to such Assignments and agree to
execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments
reasonably requested to effect such Assignment. Each Lessee leasing Equipment through Schedules
under this MLA and DIR acknowledge that the assigns do not assume Lessor’s obligations hereunder
and agree to make all payments owed to the assigns without abatement and not to assert against the
assigns any claim, defense, setoff or counterclaim which DIR or the Lessee(s) may possess against
the Lessor or any other party for any other reason. Lessor shall remain liable for performance under
the MLA and any Schedule(s) executed hereunder to the extent Lessor’s assigns do not perform
Lessor’s obligations under the MLA and Schedule(s) executed hereunder. Upon any such
Assignment, all references to Lessor shall also include all such assigns, whether specific reference
thereto is otherwise made herein.
(b) LESSEE WILL NOT SELL, ASSIGN, SUBLET, PLEDGE OR OTHERWISE ENCUMBER,
OR PERMIT A LIEN TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE, OR
THE EQUIPMENT, OR REMOVE THE EQUIPMENT FROM ITS LOCATION
REFERRED TO ON THE SCHEDULE, WITHOUT LESSOR’S PRIOR WRITTEN
CONSENT EXCEPT AS PROVIDED IN SECTION 11 OF THIS MLA. LESSOR MAY
ASSIGN ITS INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY
INTEREST IN ALL OR ANY PART OF THE EQUIPMENT WITHOUT LESSEE’S
CONSENT. LESSEES THAT ARE STATE AGENCIES, WITHOUT WAIVING THE
DOCTRINE OF SOVEREIGN IMMUNITY AND IMMUNITY FROM SUIT, AND ONLY
AS MAY BE AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF
TEXAS, AGREE THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST
LESSEE TO ENFORCE LESSOR’S RIGHTS HEREUNDER, LESSEE WILL NOT
ASSERT AGAINST SUCH ASSIGNEE AND EXPRESSLY WAIVES AS AGAINST ANY
ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LESSOR HEREUNDER OR
ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH LESSEE MAY HAVE AGAINST
LESSOR EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE
OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION REQUIRED
TO BE PERFORMED BY LESSOR HEREUNDER. Without the prior written consent of Lessor,

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DIR shall not assign, sublease, transfer, pledge or hypothecate the Master Lease Agreement;
provided, however, that no such prior written consent from Lessor is necessary in the event of a
legislative mandate to transfer the contract to another state agency.
27. Delivery of Related Documents.
For each Schedule, Lessee will provide the following documents and information satisfactory to Lessor: (a)
Certificate of Acceptance; (b) Opinion of Counsel; (c) proof of self-insurance acceptable to Lessor; (d)
Financial Statements; (e) Incumbency Certificate; and (f) Other documents as reasonably required by
Lessor.
28. Lessee’s Waivers.
To the extent permitted by applicable law, Lessee hereby waives the following rights and remedies conferred
upon Lessee by the Uniform Commercial Code: to (i) cancel any Schedule under the MLA; (ii) repudiate
any Schedule; (iii) reject the Equipment; (iv) revoke acceptance of the Equipment; (v) recover damages
from Lessor for any breach of warranty by the manufacturer; (vi) claim a security interest in the Equipment
in Lessee’s possession or control for any reason; (vii) deduct all or any part of any claimed damages resulting
from Lessor’s default, if any, under any Schedule; (viii) accept partial delivery of the Equipment; (ix)
“cover” by making any purchase or lease of or contract to purchase or lease equipment in substitution for
the Equipment due from Lessor; (x) recover any special, punitive, incidental or consequential damages, for
any reason whatsoever. Lessee agrees that any delay or failure to enforce Lessor’s rights under this MLA
or a Schedule does not prevent Lessor from enforcing any rights at a later time.
29. Security Interest and UCC Filings.
To secure payments hereunder, Lessor reserves and Lessee hereby grants to Lessor a continuing security
interest in the Equipment and any and all additions, replacements, substitutions, and repairs thereof. When
all of the Lessee’s obligations under this MLA and respective Schedules have been fully paid and satisfied,
Lessor’s security interest shall terminate. Nothing contained herein shall in any way diminish Lessor’s
right, title, or interest in or to the Equipment. Lessor and Lessee agree that a reproduction of this MLA
and/or any associated Schedule may be filed as a financing statement and shall be sufficient as a financing
statement under the Uniform Commercial Code (“UCC”). Lessee hereby appoints Lessor, its agents,
successors or assigns its true and lawful attorney-in-fact for the limited purpose of executing and filing on
behalf of Lessee any and all UCC Financing Statements which in Lessor's sole discretion are necessary or
proper to secure Lessor's interest in the Equipment in all applicable jurisdictions. Lessee shall execute or
obtain and deliver to Lessor, upon Lessor’s request, such instruments, financing statements and assurances,
as Lessor deems necessary or advisable for the protection or perfection of this Lease and Lessor’s rights
hereunder and will pay all costs incident thereto.
30. Miscellaneous.
(a) Applicable Law and Venue. The MLA and each Schedule SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. In the event
of a dispute between the parties, exclusive venue for any legal action shall be in the state court where

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Lessee has its principal office or where the Equipment is located, with the following exception: if a
Lessee is designated as a State agency as defined in Section 2054.003, Texas Government Code,
including a university system or institution of higher education, and those purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code,
then exclusive venue shall be in the state district court of Travis County, Texas.
(b) Counterpart. Only original counterpart No. 1 of each Schedule shall be deemed to be an “Original”
for chattel paper purposes under the Uniform Commercial Code. Any and all other counterparts shall
be deemed to be a “Copy”. NO SECURITY INTEREST IN THIS MLA, IN ANY SCHEDULE, OR
IN ANY OF THE EQUIPMENT MAY BE CREATED, TRANSFERRED, ASSIGNED OR
PERFECTED BY THE TRANSFER AND POSSESSION OF THIS MLA ALONE OR OF ANY
“COPY” OF THE SCHEDULE, BUT RATHER SOLELY BY THE TRANSFER AND
POSSESSION OF THE “ORIGINAL” COUNTERPART OF THE SCHEDULE INCORPORATING
THIS MLA BY REFERENCE.
(c) Suspension of Obligations of Lessor. Prior to delivery of any Equipment, the obligations of Lessor
hereunder shall be suspended to the extent that it is hindered or prevented from performing because
of causes beyond its control.
(d) Severability. In the event of any provision of this MLA or any Schedule shall be determined by a
court of competent jurisdiction to be invalid or unenforceable, the parties hereto agree that such
provision shall be ineffective without invalidating the remaining provisions thereof.
(e) Entire Agreement. Lessor and Lessee acknowledge that there are no agreements or understanding,
written or oral, between them with respect to the Equipment, other than as set forth in this MLA and
in each Schedule to which Lessee is a signatory party. Lessor and Lessee further acknowledge that
this MLA and each Schedule to which Lessee is a party contain the entire agreement between Lessor
and Lessee and supersedes all previous discussions and terms and conditions of any purchase orders
issued by Lessee. DIR and Lessor acknowledge that there are no agreements or understandings,
written or oral, between them other than as set forth in this MLA and Contract Number DIR-TSO-
XXX and that both contain the entire agreement between them. Neither this MLA nor any Schedule
may be altered, modified, terminated, or discharged except by a writing signed by the party against
whom enforcement of such action is sought.
(f) Headers. The descriptive headings hereof do not constitute a part of any Schedule and no inferences
shall be drawn therefrom.
(g) Language context. Whenever the context of this MLA requires, the masculine gender includes the
feminine or neuter, and the singular number includes the plural, and whenever the word Lessor is used
herein, it shall include all assignees of Lessor.
(h) Lessor Certifications. Lessor certifies that:
(i) it has not given, offered to give, and does not intend to give at any time hereafter any economic
opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a
public servant in connection with this MLA and/or any Schedules executed hereunder;

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(ii) it is not currently delinquent in the payment of any franchise tax owed the State of Texas and is
not ineligible to receive payment under Section 231.006, Texas Family Code and acknowledges
this MLA may be terminated and payment withheld if this certification is inaccurate;
(iii) neither it , nor anyone acting for it, has violated the antitrust laws of the United States or the
State of Texas, nor communicated directly or indirectly to any competitor or any other person
engaged in such line of business for the purpose of obtaining an unfair price advantage;
(iv) it has not received payment from DIR, Lessee or any of their employees for participating in the
preparation of this MLA and the Schedule(s) hereunder;
(v) during the term of this MLA, it will not discriminate unlawfully against any employee or
applicant and that, upon request it will furnish information regarding its nondiscriminatory hiring
and promotion policies, as well as specific information on the composition of its principals and
staff, including the identification of minorities and women in management or other positions
with discretionary or decision making authority,
(vi) under Section 2155.004, Texas Government Code, the Lessor certifies that the individual or
business entity named in this MLA is not ineligible to receive the specified MLA and
acknowledges that this MLA may be terminated and payment withheld if this certification is
inaccurate;
(vii) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting them, which if determined adversely to them will have a material adverse
effect on the ability to fulfill their obligations under the MLA;
(viii) Lessor and its principals are not suspended or debarred from doing business with the federal
government as listed in the System for Award Management (SAM) maintained by the General
(ix) as of the effective date of the MLA, are not listed in the prohibited vendors list authorized by
Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism”, published by the United States
Department of the Treasury, Office of Foreign Assets Control;
(x) to the extent applicable to this scope of this MLA, Lessor hereby certifies that it is in compliance
with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment
Recycling Program and its rules, 30 TAC Chapter 328;
(xi) Vendor represents and warrants that, for its performance of this contract, it shall purchase
products and materials produced in the State of Texas when available at the price and time
comparable to products and materials produced outside the state, to the extent that such is
required under Texas Government Code, Section 2155.4441;
(xii) agrees that all equipment and materials used in fulfilling the requirements of this contract are
of high-quality and consistent with or better than applicable industry standards, if any. All

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Works and Services performed pursuant to this Contract shall be of high professional quality and
workmanship and according consistent with or better than applicable industry standards, if any;
(xiii) Lessor agrees that any payments due under this MLA will be applied towards any debt, including
but not limited to delinquent taxes and child support that is owed to the State of Texas;
(xiv) Lessor certifies that they are in compliance Section 669.003, Texas Government Code, relating
to contracting with executive head of a state agency; if Section 669.003 applies, Vendor will
complete the following information: Name of Former Executive; Name of State Agency;
Position with Vendor and Date of Employment with Vendor.
(xv) Lessor represents and warrants that the provision of goods and services or other performance
under the MLA will not constitute an actual or potential conflict of interest and certifies that it
will not reasonably create the appearance of impropriety, and, if these facts change during the
course of the MLA, Lessor certifies it shall disclose for itself and on behalf of subcontractors the
actual or potential conflict of interest and any circumstances which create the appearance of
impropriety;
(xvi) Lessor represents and warrants that the Lessee’s payment to Lessor and Lessor’s receipt of
appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or
Section 556.008, Texas Government Code;
(xvii)Under Section 2155.006, Government Code, Lessor certifies that the individual or business
entity in this MLA is not ineligible to receive the specified MLA and acknowledges that this
MLA may be terminated and payment withheld if this certification is inaccurate. In addition,
Lessor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code,
in fulfilling the terms of the MLA; and (xviii) Lessor certifies that it has complied with the
Section 556.0055, Texas Government Code, restriction on lobbying expenditures.. In addition,
Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code,
in fulfilling the terms of the Contract.
During the term of the MLA, Lessor shall, for itself and on behalf of its subcontractors, promptly
disclose to DIR all changes that occur to the foregoing certifications, representations and warranties.
Lessor covenants to fully cooperate in the development and execution of resulting documentation
necessary to maintain an accurate record of the certifications, representations and warranties
(i) Dispute Resolution. The following paragraph applies only to Lessees designated as a State agency as
defined in Section 2054.003, Texas Government Code, including a university system or institution of
higher education, and those purchasing from a DIR contract through an Interagency Agreement, as
authorized by Chapter 771, Texas Government Code.
Pursuant to Chapter 2260 of the Texas Government Code, any dispute arising under a contract for
goods and services for which this chapter applies must be resolved under the provisions of this
chapter. To the extent that Chapter 2260 of the Texas Government Code, as it may be amended from
time to time (“Chapter 2260”), is applicable to this Agreement and is not preempted by other
applicable law, the dispute resolution process provided for in Chapter 2260, and rules promulgated

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there under shall be used by the Lessee and Lessor to attempt to resolve any claim for breach of
agreement made by Lessor.
(j) Sovereign Immunity. Nothing herein shall be construed to waive the State’s sovereign immunity.
(k) 31. Amendments.
The terms and conditions of this MLA may be amended only by written instrument executed by the
Lessor and DIR.

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Bid Package 9
Appendix X
MASTER OPERATING LEASE AGREEMENT

1. Definitions. Capitalized terms used in this Appendix and not otherwise defined will have the
meanings set forth in the Contract.
(a) “Assets” refers to the Products as allowed within the Contract, including the Hardware, Software, and
related Services, which are specifically identified on the applicable Schedule. Assets includes any items
associated with the foregoing, including but not limited to all parts, replacements, additions, repairs, and
attachments incorporated therein and/or affixed thereto, and documentation (technical and/or user
manuals).
(b) “Contract” refers to DIR Contract number DIR-TSO-XXXX into which this Appendix is incorporated.
(c) “Event of Default” is defined in Section 23, “Default.”
(d) “Event of Loss” means an event of loss, theft, destruction or damage of any kind to any item of the
Assets, including the loss, theft or taking by governmental action of any item of the Assets for a stated
period extending beyond the Term of any Schedule.
(e) “Hardware” refers to the computer machinery and equipment specifically identified on the applicable
Schedule.
(f) “Lease” means the financing transaction described in this MOLA.
(g) “Lessee” means any Texas state agency, unit of local government, institution of higher education as
defined in Section 2054.003 (8-a), Texas Government Code, and those state agencies purchasing from
a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government
Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas
Government Code, and the state agencies and political subdivisions of other states as authorized by
Section 2054.0565, Texas Government Code.
(h) “Lessor” means the Vendor identified in the Contract.
(i) “MOLA" means this Master Operating Lease Agreement (Appendix X). Any reference to “MOLA”
includes the Contract, the Opinion of Counsel, and any riders, amendments and addenda thereto, and
any other documents as may from time to time be made a part hereof upon mutual agreement in a writing
signed by authorized representatives of both parties.
(j) “Rent Payment” means the amount payable by Lessee for the Assets as specified in the applicable
Schedule.
(k) “Schedule” or “Supplementary Schedule” to this MOLA means the form or format entered into between
Lessor and Lessee which contains, at a minimum, a description of the Assets, the name of the Lessee,
DIR Contract # DIR-TSO-XXXX Page 1 of 17 Appendix E, MOLA

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applicable Rent Payment, and term of the Lease. To be effective, a Schedule must be executed by both
Lessor and Lessee.
(l) “Services” refers to the configuration, installation, implementation, support, training, and other
professional and consulting services specifically identified on the applicable Schedule.
(m) “Software” refers to the computer programs specifically identified on the applicable Schedule.
(n) “Stipulated Loss Value” is the value of each unit of Hardware at various times during the Lease as
specified in the applicable Schedule; however, in no event will the Stipulated Loss Value of a Hardware
unit exceed its fair market value.
2. Lease.
(a) Lessor and Lessee intend that this MOLA constitute an operating lease and a true lease as those terms
are defined in the Statement of Financial Accounting Standards No. 13 and as provided for under the
Uniform Commercial Code – Leases, Tex. Bus. & Comm. Code Article 2A. Under no circumstances
shall this MOLA or any Schedules entered into under it be construed as a "finance lease" as defined in
Tex. Bus. & Comm. Code § 2A.103 (7). In addition, Lessor acknowledges that Lessee is not a "merchant
lessee" for purposes of Tex. Bus. & Comm. Code § 2A.511.
(b) Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Assets described on each
Schedule. Each such Schedule constitutes a separate agreement between Lessor and Lessee. In addition,
each Schedule is subject to the terms and conditions of this MOLA as if a separate MOLA were executed
for such Schedule by the parties.
(c) In the event of Lessee's rightful rejection of the Assets as specified in Section 10 (“Inspection and
Acceptance”) of this MOLA, Lessee shall have the right, at its sole option, to cancel this Lease as to the
rejected Assets or as to all of the Assets to be leased under the Schedule applicable to such Assets. Upon
cancellation, Lessee shall have no obligations under this MOLA with respect to the portion of this Lease
so cancelled.
(d) Each Lessee has made an independent legal and management determination to enter into each Schedule.
DIR has not offered or provided any legal or management advice to Lessor or to any Lessee under any
Schedule. Lessee may negotiate additional terms or more advantageous terms with Lessor to satisfy
individual procurements in which case such terms shall be set forth in a Rider to the MOLA or the
Schedule. To the extent that any of the provisions of the MOLA conflict with any of the terms contained
in any Schedule, the terms of this MOLA shall control.
(e) If more than one Lessee is named in a Schedule, the liability of each named Lessee shall be joint and
several. However, unless DIR leases Assets for its own use, DIR is not a party to any Schedule executed
under this MOLA and is not responsible for Rent Payments or any other obligations under such Lessee’s
Schedule. The invalidation, fulfillment, waiver, termination, or other disposition of any rights or
obligations of either a Lessee or Lessor (or both of them) arising from the use of this MOLA in
conjunction with any one Schedule shall not affect the status of the rights or obligations of either or both

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of those parties arising from the use of this MOLA in conjunction with any other Schedule, except in
the Event of Default as provided in Section 23 (“Default”) of this MOLA.
3. Term of MOLA.
The term of this MOLA shall commence (a) upon commencement of the term of the Contract, if this MOLA
was agreed to under the Contract, or (b) on the Effective Date specified in Amendment Number (XX), if
this MOLA is added to the Contract under such Amendment. The term of this MOLA shall continue until
the last to occur of the following: (i) the Schedule Term of each Schedule entered into by the parties has
expired or been terminated, or (ii) the Contract has expired or been terminated. In the event of any
termination or expiration of the Contract or termination of this MOLA, any provisions of the Contract and
this MOLA as may be necessary to preserve the rights of Lessor or Lessee hereunder shall survive said
termination or expiration.
4. Term of Schedule.
The term for each Schedule agreed to by a Lessee and Lessor under this MOLA shall commence on the date
specified in the Lessee Certificate of Acceptance, as described in Section 10, . Unless earlier terminated as
provided for herein, the Schedule shall continue for the number of whole months or other payment periods
set forth in it (the “Schedule Term”). Specifically with respect to Hardware, under no circumstances shall
the Schedule Term exceed seventy five percent (75%) of the economic life of the Hardware, nor shall the
present value of the Rent Payments for the Hardware on the Schedule Commencement equal or exceed
ninety percent (90%) of the value of the Hardware. Lessee shall provide confirmation that its lease of assets
satisfies the two foregoing percentage limitations. The Schedule Term may be earlier terminated upon: (i)
the non-appropriation of funds pursuant to Section 8 (“Appropriation of Funds”) of this MOLA, (ii) an
Event of Loss, (iii) an Event of Default by Lessee and Lessor’s election to cancel the Schedule pursuant to
Section 24 (“Remedies”) of this MOLA, (iv) an event of default or other breach of this Agreement by Lessor
and Lessee's election to cancel the Schedule pursuant to Section 24 (“Remedies”) of this MOLA, or (v) as
otherwise set forth herein.
5. Administration of MOLA.
(a) When a prospective Lessee wishes to lease Assets under this MOLA, the prospect will submit its request
directly to Lessor. Lessor shall apply the applicable pricing discounts as stated in Section 4 of the
Contract or the price as agreed upon by Lessee and Lessor in the applicable Schedule, whichever is
lower and submit the lease proposal to the prospective Lessee. If the prospective Lessee wishes to
proceed to lease Assets based on the proposal, Lessor will negotiate the applicable Rent Payment,
availability of Assets, and term of the Lease directly with the prospective Lessee.
(b) With respect to Lessor’s obligations under Section 5 of the Contract to report the sale and make payment
of the DIR administrative fee as defined in that Section, all leasing activities in conjunction to this
MOLA shall be treated as a “purchase sale.” Notwithstanding treatment of this Lease as a "purchase
sale" as to the transaction between Lessor and DIR under the Contract, however, under no circumstances
shall this MOLA be construed as creating anything other than a true lease and operating lease as stated
in Section 2 (“Lease”) hereof for the transaction(s) between Lessor and Lessee.

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(c) Upon agreement by Lessor and Lessee on the applicable Rent Payment, availability, Lease term, and
the like, Lessee may issue a purchase order in the amount indicated on the applicable Schedule to Lessor
for the Assets and reference the Contract number on the purchase order. Any pre-printed terms and
conditions on the Schedule issued by Lessor (with respect to any item other than the specific Assets
which are the subject of the Lease, the Schedule Term, and the Rent Payments), Lessor’s order
acknowledgement form or the like shall not be effective with respect to the lease of Assets hereunder.
Rather, the terms and conditions of this MOLA shall control in all respects.
(d) Until a Schedule is entered into by Lessor and a Lessee per the process set forth in this MOLA, neither
DIR nor any Lessee is obligated under this MOLA to lease Assets from Lessor nor is Lessor obligated
under this MOLA to lease Assets to a Lessee.
6. Rent Payments.
(a) During the Schedule Term and any renewal terms agreed to by Lessee as specified herein, Lessee agrees
to pay Lessor the Rent Payments set forth in the relevant Schedule for each Asset. Rent Payments shall
be the amount equal to the Rent Payment amount specified in the Schedule multiplied by the amount of
the total number of Rent Payments specified therein. Lessee shall pay Rent Payments in the amount and
on the due dates specified by Lessor until all Rent Payments and all other amounts due under the
Schedule have been paid in full. If the Schedule Commencement Date is other than the first day of a
month, Lessee shall make an initial payment on the Schedule Commencement Date in an amount equal
to one-thirtieth of the Rent Payment specified in the Schedule for each day from the Schedule
Commencement Date (including the Schedule Commencement Date) through the last day of such month
(including that day). For example, if a scheduled payment amount is $3,000 and the Scheduled
Commencement date is the 15th of the month, a payment of $1,500 will be made. Under no
circumstances shall the present value of the Rent Payments exceed ninety percent (90%) of the value of
the Assets.
(b) Any amounts received by Lessor from Lessee in excess of Rent Payments and any other sums required
to be paid by Lessee shall be refunded to Lessee within ninety (90) calendar days. All Rent Payments
shall be paid to Lessor at the address stated on the Schedule or any other such place as Lessor or its
assigns may hereafter direct to Lessee. Lessee shall abide by Appendix A, Section 8J of the Contract in
making payments to Lessor. Lessor's (including its assignees') remedy for late payments is as set forth
in Chapter 2251, Texas Government Code.
Lessee acknowledges and agrees, except as specifically provided for in Section 8 (“Appropriation of
Funds”) of this MOLA and excluding claims resulting from a breach of Lessor’s obligations as set forth in
this MOLA or any Schedule or of Lessee's rights under Section 16 (“Quiet Enjoyment”) hereof, that
Lessee’s obligation to pay Rent and other sums payable hereunder, shall not be abated, reduced or subject
to offset or diminished as a result of any past, present or future claims Lessee may have against Lessor under
this Lease. Notwithstanding the foregoing, nothing in this Section or any other provision of this MOLA
shall affect or preclude Lessee from enforcing any and all other rights it may have against Lessor and its
assignees under this MOLA or otherwise affect any right Lessee may have against the manufacturer or
licensor of the Assets or any party other than Lessor.
7. Liens.

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Lessee shall keep the Assets free and clear of all levies, liens and encumbrances, and shall give Lessor
immediate notice of any attachment or other judicial process affecting any item of the Assets.
8. Appropriation of Funds.
Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent
and other amounts due hereunder. Lessee reasonably believes that legally available funds in an amount
sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good
faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which
the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated to
continue the Schedule Term for any fiscal period (as set forth on the Schedule) of Lessee beyond the fiscal
period first in effect at the commencement of the Schedule Term, Lessee may terminate the Schedule with
regard to those of the Assets on the Schedule so affected. Lessee shall endeavor to provide Lessor with
written notice sixty (60) days prior to the end of its current Fiscal Period confirming which Assets on the
Schedule will be so affected by the termination. All obligations of Lessee to make Rent Payments due with
respect to those Assets after the end of the Fiscal Period for which such termination applies will cease, all
interests of Lessee in those Assets will terminate, Lessee shall surrender those Assets in accordance with
Section 15 (“Option to Extend; Surrender of Assets”) of this MOLA, and the applicable Schedule shall be
deemed amended. Lessee represents and warrants it has adequate funds to meet its obligations during the
first fiscal period of the Schedule Term. Lessor and Lessee intend that the obligation of Lessee to make Rent
Payments under this MOLA shall constitute a current expense of Lessee and shall not in any way be
construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or
requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein
constitute a pledge of the general revenues, funds or monies of Lessee or the State of Texas, as applicable,
beyond the fiscal period for which sufficient funds have been appropriated to make Rent Payments
hereunder.
9. Assignment of Warranties.
Each Schedule is intended to be a true lease and operating lease as defined in Tex. Bus. & Comm. Code
Article 2A. Lessor has acquired or will acquire the Assets in connection with this MOLA and hereby
agrees to assign to Lessee any warranties provided to Lessor with respect to the Assets during the Term of
the applicable Schedule, to the extent the warranties are assignable. Unless Lessor is the manufacturer or
is otherwise liable under the Contract, Lessor shall not be liable for damages for any reason for any act or
omission of the manufacturer of the Assets. Except as provided in Section 24 (“Remedies”) hereof, Lessee
acknowledges that none of the following shall relieve Lessee from the obligations under this MOLA
during the Schedule Term unless due to Lessor’s acts or omissions: (i) Lessee’s dissatisfaction with any
unit of the Assets, (ii) the failure of an Asset to remain in useful condition for the Schedule Term, or (iii)
the loss or right of possession of the Assets (or any part thereof) by Lessee. Lessee shall have no right,
title or interest in or to the Assets except the right to use the same upon the terms and conditions herein
contained. The Assets shall remain the sole and exclusive personal property of Lessor and not be deemed
a fixture whether or not it becomes attached to any real property of Lessee.

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10. Inspection and Acceptance.
Promptly upon delivery of the Assets, Lessee will inspect and test the Assets. No later than twenty (20)
business days following its date of delivery (or, if the Assets are part of a system, the date of last delivery
of the Assets comprising the system), Lessee will execute and deliver either (i) a Certificate of Acceptance,
or (ii) written notification of any defects in the Assets. If Lessee has not given notice within such time
period, the Assets shall be deemed accepted by Lessee as of the twentieth (20th) business day, as described
above. In the event Lessee does not accept the Assets, Vendor will promptly remove the Assets from
Lessee’s premises and deliver conforming Assets within ten (10) business days thereafter. If conforming
Assets are not delivered within that timeframe, Lessee may terminate the Schedule on written notice to
Lessor. Lessee's acceptance of any Assets shall not be deemed to waive any rights Lessee may have against
the manufacturer or licensor, as applicable. Lessor and its assigns, including either of their respective agents
shall have the right to inspect the Assets upon reasonable notice to Lessee and during normal business hours
provided that anyone who does so has first executed a non-disclosure agreement acceptable to Lessee.
11. Installation and Delivery; Use of Assets; Repair and Maintenance.
(a) Except as set forth in this MOLA, all transportation, delivery, installation, and de-installation costs
associated with the Assets shall be borne by Lessee. Lessee shall provide a place of installation for the
Assets, which conforms to the requirements of the manufacturer and Lessor.
(b) Subject to the terms hereof, Lessee shall be entitled to use the Assets for the conduct of its business in
compliance with all laws, rules, and regulations of the jurisdiction in which the Assets are located.
Lessee shall not use or permit the use of the Assets for any purpose for which, according to the
specification of the manufacturer, the Assets are not designed.
(c) Lessee, at its expense, shall take good and proper care of the Hardware and make all repairs and
replacements necessary to maintain and preserve the Hardware and keep the Hardware in good order
and condition (reasonable wear and tear excepted). Unless Lessor shall otherwise consent in writing,
Lessee shall, at its own expense, enter into and maintain in force a maintenance agreement covering
each Hardware unit. Lessee shall furnish Lessor with a copy of such agreement, upon request. Lessee
shall not make any alterations, additions, or improvements, or add attachments to the Hardware without
the prior written consent of Lessor, except for additions or attachments to the Hardware leased by Lessee
from Lessor or purchased by Lessee from the manufacturer of the Hardware (or an authorized distributor
of the manufacturer) or any other person approved by Lessor. Lessee shall affix on a prominent place
on each item of Hardware any tags, decals or labels supplied by Lessor to Lessee which describe the
ownership of the Hardware. Subject to the provisions of Section 15(b) under “Option to Extend;
Surrender of Hardware and Software Assets,” Lessee agrees to restore the Hardware to Return Condition
prior to its return to Lessor.
12. Relocation of Hardware and Software.
Except as set forth on the applicable Schedule, Lessee shall at all times keep the Hardware and Software
within its exclusive possession and control. Lessee may move the Hardware or Software to another location
of Lessee within the continental United States, provided Lessee is not in default on any Schedule and pays
all costs associated with such relocation. If such relocation requires Lessor’s prior written consent, Lessee

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shall obtain such consent prior to relocating the Hardware or Software, as applicable, which consent Lessor
shall not unreasonably withhold. Notwithstanding the foregoing, in those situations where consent is
otherwise required, Lessee may move the Hardware or Software to another location within Texas without
notification to, or the consent of, Lessor; provided, however, that not later than December 31 of each
calendar year, Lessee shall provide Lessor a written report detailing the total amount of Hardware and
Software at each location of Lessee as of that date, and the complete address for each location. Lessor shall
make all filings and returns for property taxes due with respect to the Hardware and Software, and Lessee
agrees that it shall not make or file any property tax returns, including information returns, with respect to
the Hardware and Software.
13. Taxes.
Unless otherwise agreed by the parties on the applicable Schedule, Lessor will pay any Imposition or file
any forms or returns with respect thereto. Lessee shall, when billed, and with copy of Imposition invoice(s)
with respect to Assets specified on the Schedule, reimburse Lessor for such payment. For purposes of this
paragraph “Impositions” means all taxes, including personal property taxes and fees, without pro-ration as
described in the Financial Disclosure Summary Work Sheet (Attachment 1) hereafter imposed, assessed or
payable during the term of the relevant Schedule including any extension thereof. Because the
reimbursement date for an Imposition may occur after the expiration or termination of the term of the
relevant Schedule, it is understood and agreed that Lessee's liability to reimburse for such Impositions shall
survive the expiration or termination of the term of the relevant Schedule.
14. Ownership.
The Hardware and Software shall at all times be and remain the sole and exclusive property of Lessor,
subject to the parties’ rights under any applicable software license agreement. Lessee shall have no right,
title or interest in the Hardware except a leasehold interest as provided for herein. Lessee agrees that the
Hardware shall be and remain personal property and shall not be so affixed to realty as to become a fixture
or otherwise to lose its identity as the separate property of Lessor. Upon Lessor’s request, Lessee will enter
into agreements necessary to ensure that the Hardware remains the personal property of Lessor.
15. Option to Extend; Surrender of Hardware and Software Assets.
(a) Not less than ninety (90) days prior to the expiration of the initial Schedule Term, Lessor shall notify
Lessee in writing of options to extend the Schedule for continued use of the Hardware or Software
specified in that Schedule. If Lessee desires to exercise any of the options offered by Lessor (and
provided that, with respect to Hardware, any extension does not exceed seventy five percent (75%) of
its economic life), Lessee shall give Lessor irrevocable written notice of the option Lessee intends to
exercise at least forty-five (45) days before the expiration of such Schedule Term. In the event the Lease
is extended for some but not all of the Hardware and Software specified on a Schedule, the Schedule
shall be updated to reflect those changes. At the end of the Schedule Term (as well as with respect to
any Hardware and Software not extended as described immediately above), Lessee will surrender and
return the Hardware and Software to Lessor in compliance with Section 15(b) below.
(b) Except as specified otherwise herein, upon the expiration, early termination as provided herein, or final
termination of the Schedule, Lessee, at its cost and expense, shall promptly return the Hardware, freight

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prepaid, to Lessor in good repair and working order, with reasonably unblemished physical appearance
and with no defects which affect the operation or performance of the Hardware (“Return Condition”),
reasonable wear and tear excepted. If the Hardware is not in Return Condition, Lessee shall, at its option,
either restore the Hardware (at Lessee’s cost) to Return Condition or pay for the Hardware at its
Stipulated Loss Value if the Hardware is not reasonably repairable. Lessee shall arrange and pay for the
de-installation and packing of the Hardware in suitable packaging, and return the Hardware to Lessor at
the location specified by Lessor; provided, however, that such location shall be within the United States
no farther than 500 miles from the original Lessee delivery location, unless otherwise agreed to on the
applicable Schedule. At its option and expense, Lessor shall have the right to supervise and direct the
preparation of the Hardware for return. If, upon termination or expiration of the Schedule for any reason,
Lessee fails or refuses to return to Lessor a Hardware unit or Software program specified in that
Schedule or to pay Lessor the Stipulated Loss Value for a Hardware unit, Lessee shall remain liable for
Rent Payments for that unit or program up to the date on which the unit or program is returned to the
address specified by Lessor (or on which Lessee has paid Lessor the Stipulated Loss Value). In such
event and specifically with respect to the Hardware, Lessor shall also have the right to enter Lessee’s
premises or any other premises where the Hardware may be found upon reasonable written notice to the
Lessee and during normal business hours, and subject to Lessees reasonable safety and security
requirements to take possession of and to remove the Hardware, at Lessee’s sole cost and expense,
without legal process. Lessee understands that it may have a right under law to notice and a hearing
prior to repossession of the Hardware. However, as an inducement to Lessor to enter into a transaction,
but only to the extent that Lessee, if a state agency, has statutory authority to do so, Lessee hereby
expressly waives all rights conferred by existing law to notice and a hearing prior to such repossession
by Lessor or any officer authorized by law to effect repossession and hereby releases Lessor from all
liability in connection with such repossession except as provided by Paragraph b. Without waiving the
doctrines of sovereign immunity and immunity from suit and to the extent authorized by the Constitution
and laws of the State of Texas, Lessee’s obligation to return Hardware may, at Lessor’s option, be
specifically enforced by Lessor.
16. Quiet Enjoyment.
During the Schedule Term, Lessor shall not interfere with Lessee’s quiet enjoyment and use of the Assets
as long as an Event of Default (as hereinafter defined in Section 23 (“Default”) of the MOLA) has not
occurred.
17. Warranties regarding the Assets.
Lessor acknowledges that warranties made by the manufacturer or licensor of the Assets, if any, inure to
the benefit of Lessee. Lessee agrees to pursue any warranty claim directly against such manufacturer or
licensor of the Assets and shall not pursue any such claim against Lessor.
18. No Warranties by Lessor regarding the Assets.
Except as set forth in the Contract, Lessee acknowledges that Lessor is not the manufacturer or licensor of
the Hardware or Software Assets. Lessee agrees that Lessor makes no representations or warranties of
whatsoever nature, directly or indirectly, express or implied, as to the suitability, durability, fitness for use,
merchantability, condition, or quality of the Hardware or Software Assets or any unit thereof. Except to the

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extent Lessor is the manufacturer or licensor of the Hardware or Software Assets, Lessee specifically waives
all right to make claim against Lessor for breach of any warranty of any kind whatsoever; and with respect
to Lessor, Lessee leases the Hardware and Software “as is”. Except to the extent Lessor is the manufacturer
or licensor of the Hardware or Software Assets, Lessor shall not be liable to Lessee for any loss, damage,
or expense of any kind or nature caused directly or indirectly by any Hardware or Software leased hereunder,
or by the use or maintenance thereof, or by the repairs, service or adjustment thereto or any delay or failure
to provide any thereof, or by any interruption of service or loss of use thereof, or for any loss of business or
damage whatsoever and howsoever caused. Lessor agrees to assign to Lessee, upon Lessee’s request
therefor, any warranty of a manufacturer or licensor or seller relating to the Hardware and Software that
may have been given to Lessor.
19. Risk of Loss.
Commencing upon delivery and continuing throughout the Schedule Term, Lessee shall bear the entire risk
of loss or damage in respect to the Hardware specified on the Schedule, whether partial or complete, from
any cause whatsoever. Lessee shall promptly notify Lessor regarding any Event of Loss. Upon any Event
of Loss, Lessee shall, at its option: (a) immediately repair the affected Hardware so that it is in good
condition and working order, (b) replace the affected Hardware with identical equipment of at least equal
value, in good condition and repair, and transfer clear title thereto to Lessor, or (c) to the extent permitted
by law, pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss
Value for such affected Hardware unit, plus any other unpaid amounts then due under the Schedule. If an
Event of Loss occurs as to part of the Hardware for which the SLV is paid, a prorated amount of each Rent
Payment shall abate from the date the SLV payment is received by Lessor. The SLV shall be an amount
equal to the sum of all future Rent Payments from the last Rent Payment date to the end of the Schedule
Term with such Rent Payments discounted to present value at the like-term Treasury Bill rate for the
remaining Schedule Term in effect on the date of such Event of Loss, or if such rate is not permitted by law,
then at the lowest permitted rate.
In the event of a governmental taking of a Hardware unit for an indefinite period or for a stated period,
which does not extend beyond the Schedule Term, all obligations of Lessee with respect to such Hardware
unit (including payment of Rent) shall continue. So long as Lessee is not in default hereunder, Lessor shall
pay to Lessee all sums received by Lessor from the government by reason of such taking.
20. Representations and Warranties of Lessee.
Lessee represents and warrants for the benefit of Lessor and its assigns, and Lessee will provide an opinion
of counsel to the effect that, as of the time of execution of the MOLA and each Schedule between Lessor
and Lessee:
(a) Lessee is either a Texas state agency or Texas local government, as defined in Section 2054.003, Texas
Government Code (including institutions of higher education as defined in Section 2054.003 (8-a),
Texas Government Code) or a state agency purchasing from a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Government Code. Lessee has made an independent
legal and management determination to enter into this transaction;

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(b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by Lessee and
constitutes a valid, legal and binding true lease and operating lease agreement of Lessee, enforceable in
accordance with its terms;
authority or instrumentality with respect to the entering into or performance by Lessee of any Schedule
between Lessor and Lessee;
(d) The entering into and performance of any Schedule between Lessor and Lessee, this MOLA or any
Schedule will not violate any judgment, order, law or regulation applicable to Lessee or result in any
breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or
other encumbrance upon assets of Lessee or on the Hardware or Software leased under any Schedule
between Lessor and Lessee pursuant to any instrument to which Lessee is a party or by which it or its
assets may be bound;
(e) To the best of Lessee’s knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting Lessee, which if determined adversely to Lessee will have a material adverse effect
on the ability of Lessee to fulfill its obligations under the MOLA or any Schedule between Lessor and
Lessee;
(f) The use of the Assets is essential to Lessee’s proper, efficient and economic operation, and Lessee will
sign and provide to Lessor upon execution of each Schedule between Lessor and Lessee hereto written
certification to that effect; and
(g) Lessee represents and warrants that (i) It has authority to enter into any Schedule under this MOLA, (ii)
the persons executing a Schedule have been duly authorized to execute the Schedule on Lessee’s behalf,
(iii) all information supplied to Lessor is true and correct, including all credit and financial information
and (iv) it is able to meet all its financial obligations, including the Rent Payments hereunder.
21. Representation and Warranties of DIR.
DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an opinion of
counsel to the effect that, as of the time of execution of the MOLA:
(a) DIR is a State agency as defined in Section 2251.001, Texas Government Code. DIR has not provided
Lessee or Lessor with any legal or management advice regarding the MOLA or any Schedule executed
pursuant thereto;
(b) This MOLA has been duly authorized, executed and delivered by DIR and constitutes a valid, legal and
binding agreement of DIR, enforceable in accordance with its terms;
authority or governmental authority or instrumentality with respect to the entering into or performance
by DIR of this MOLA;

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(d) The entering into and performance of the MOLA does not violate any judgment, order, law or regulation
applicable to DIR or result in any breach of, constitute a default under, or result in the creation of any
lien, charge, security interest or other encumbrance upon assets of DIR or on the Hardware or Software
pursuant to any instrument to which DIR is a party or by which it or its assets may be bound;
(e) To the best of DIR’s knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting DIR, which if determined adversely to DIR will have a material adverse effect on
the ability of DIR to fulfill its obligations under the MOLA;
(f) DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of the
Contract; and
(g) Lessor’s payment of the administrative fee to DIR shall not constitute an illegal gratuity or otherwise
violate Texas law.
22. Representations and Warranties of Lessor.
Lessor represents and warrants for the benefit of DIR and each Lessee:
(a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is
authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any
of its political subdivisions;
(b) The MOLA and each Schedule executed in conjunction to this MOLA have been duly authorized,
executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor,
enforceable with respect to the obligations of Lessor herein in accordance with their terms;
authority or instrumentality with respect to the entering into or performance by Lessor of this MOLA or
any Schedule;
(d) The entering into and performance of the MOLA or any Schedule will not violate any judgment, order,
law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result
in the creation of any lien, charge, security interest or other encumbrance upon the assets of Lessor,
including the Hardware or Software leased under the MOLA and Schedules thereto, pursuant to any
instrument to which Lessor is a party or by which it or its assets may be bound;
(e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened
against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect
on the ability of Lessor to fulfill its obligations under the MOLA or any Schedule;
(f) Lessor acknowledges that DIR and any Lessee that is a state agency, as government agencies, are
subject to the Texas Public Information Act, and that DIR and Lessees that are state agencies will
comply with such Act, including all opinions of the Texas Attorney General's Office concerning this
Act.

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23. Default.
Lessee shall be in default under a Schedule upon the occurrence of any one or more of the following events
(each an “Event of Default”): (a) nonpayment or incomplete payment by Lessee of Rent or any other sum
payable on its due date; (b) Lessee’s material breach of this MOLA, any Schedule, or any applicable
software license agreement, which is not cured within thirty (30) days after written notice thereof from
Lessor; (c) Lessee’s filing of any proceedings commencing bankruptcy or the taking of other similar action
by Lessee under any state insolvency or similar law, (d) the filing of any involuntary petition against Lessee
or the appointment of any receiver not dismissed within sixty (60) days from the date of said filing or
appointment; (e) subjection of a substantial part of Lessee’s property or any part of the Hardware to any
levy, seizure, assignment or sale for or by any creditor or governmental agency; or (f) any representation or
warranty made by Lessee in this MOLA, any Schedule or in any document furnished by Lessee to Lessor
in connection therewith or with the acquisition or use of the Assets being or becoming untrue in any material
respect.
24. Remedies.
(a) Lessor’s Remedies.
i. Upon the occurrence of an “Event of Default,” Lessor may, in its sole discretion, do any one or
more of the following:
A. after giving thirty (30) days prior written notice to Lessee of the Event of Default, during which
time Lessee shall have the opportunity to cure such Default, terminate any or all Schedules
executed by Lessor and the defaulting Lessee;
B. without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit,
and to the extent allowed by the laws and Constitution of the State of Texas, Lessor may
proceed by appropriate court action to enforce the performance of the terms of the Schedule;
C. after giving thirty (30) days prior written notice to Lessee of the Event of Default, during which
time Lessee shall have the opportunity to cure such Default, and whether or not the Schedule
is terminated, take possession of the Hardware and Software wherever located, without
additional demand, liability, court order or other process of law. To the extent permitted by
Texas law, Lessee hereby authorizes Lessor, its assigns or the agents of either to enter upon
the premises where such Hardware or Software is located or cause Lessee, and Lessee hereby
agrees, to return such Hardware and Software to Lessor in accordance with the requirements
of Section 15 (“Option to Extend; Surrender of Hardware and Software Assets”) hereof;
D. by notice to Lessee, and to the extent permitted by law, declare immediately due and payable
and recover from Lessee, as liquidated damages and as a remedy, the sum of:
I. the present value of the Rent owed from the earlier of the last date of payment by Lessee
or the date Lessor obtains a judgment against Lessee until the end of the Schedule Term
plus, if the Hardware is not returned to or repossessed by Lessor, the present value of the

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Stipulated Loss Value of the Hardware at the end of the Schedule Term, each discounted
at a rate equal to the rate used by Lessor for business opportunity analysis;
II. without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from
suit, and to the extent allowed by the laws and Constitution of the State of Texas, costs,
fees (including all attorneys’ fees and court costs) and expenses associated with collecting
said sums; and
III. interest on (I) from the date of default at 1½% per month or portion thereof (or the highest
rate allowable by law, if less) and, on (II) from the date Lessor incurs such fees, costs or
expenses.
ii. Upon return or repossession of the Hardware, Lessor may, if it so decides in its sole discretion,
upon notice to Lessee, use reasonable efforts to sell, re-lease or otherwise dispose of such
Hardware, in such manner and upon such terms as Lessor may determine in its sole discretion, so
long as such manner and terms are commercially reasonable. Upon disposition of the Hardware,
Lessor shall credit the Net Proceeds (as defined below) to the damages paid or payable by Lessee.
Proceeds upon sale of the Hardware shall be the sale price paid to Lessor less the Stipulated Loss
Value in effect as of the date of default. Proceeds upon a re-lease of the Hardware shall be all rents
to be received for a term not to exceed the remaining Schedule Term, discounted to present value
as of the commencement date of the re-lease at Lessor’s current applicable debt rate. Without
Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the
extent allowed by the laws and Constitution of the State of Texas, “Net Proceeds” shall be the
Proceeds of sale or re-lease as determined above, less all costs and expenses incurred by Lessor in
the recovery, storage and repair of the Hardware, in the remarketing or disposition thereof, or
otherwise as a result of Lessee’s default, including any court costs and attorney’s fees and interest
on the foregoing at eighteen percent (18%) per annum or the highest rate allowable by law, if less,
calculated from the dates such costs and expenses were incurred until received by Lessor. Lessee
shall remain liable for the amount by which all sums, including liquidated damages, due from
Lessee exceeds the Net Proceeds. Net Proceeds in excess thereof are the property of and shall be
retained by Lessor.
iii. No termination, repossession or other act by Lessor in the exercise of its rights and remedies upon
an Event or Default by Lessee shall relieve Lessee from any of its obligations hereunder. No
remedy referred to in this Section is intended to be exclusive, but each shall be cumulative and in
addition to any other remedy referred to above or otherwise available to Lessor at law or in equity.
iv. Neither DIR nor non-defaulting Lessees shall be deemed in default under the MOLA or Schedules
because of the default of a particular Lessee. Lessor’s remedies under this Section 24 shall not
extend to DIR and those non-defaulting Lessees.
(b) Lessee’s Remedies. Anything herein to the contrary notwithstanding, Lessee shall have all rights
provided under Tex. Bus. & Comm. Code § 2A.508 through § 2A.522, including without limitation, the
right to cancel a Schedule and recover damages from Lessor in the event of nonperformance of or other
default by Lessor hereunder.

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(c) Each party agrees that any delay or failure by the other party to enforce that party’s rights under this
MOLA or a Schedule does not prevent that party from enforcing its rights at a later time.
25. Notices and Waivers.
(a) All notices relating to this MOLA shall be delivered to DIR or Lessor as specified in Section 6 of the
Contract, or to another representative and address subsequently specified in writing by the appropriate
parties hereto. All notices relating to a Schedule shall be delivered in person to an officer of Lessor or
Lessee or shall be given by certified or registered mail or overnight carrier to Lessor or Lessee at its
respective address shown on the Schedule or to another address subsequently specified in writing by the
appropriate parties thereof. DIR, Lessee, and Lessor intend and agree that a photocopy or facsimile of
this MOLA or a Schedule and all related documents, including but not limited to the Acceptance
Certificate, with their signatures thereon shall be treated as originals, and shall be deemed to be as
binding, valid, genuine, and authentic as an original signature document for all purposes.
(b) A waiver of a specific default shall not be a waiver of any other or subsequent default. No waiver of
any provision of this MOLA or a provision of a Schedule shall be a waiver of any other provision or
matter, and all such waivers shall be in writing and executed by an officer of the waiving party. No
failure on the part of a party to exercise, and no delay in exercising, any right hereunder shall operate as
a waiver thereof.
26. Assignment by Lessor; Assignment or Sublease by Lessee.
(a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee expressly
assumes Lessor’s obligations under this MOLA and each Schedule, Lessor may (i) assign all or a portion
of Lessor’s right, title and interest in this MOLA and/or any Schedule; (ii) grant a security interest in
the right, title and interest of Lessor in the MOLA, any Schedule and/or any Asset; and/or (iii) sell or
transfer its title and interest as owner or licensor of the Hardware and Software and/or as Lessor under
any Schedule; and DIR and each Lessee leasing Hardware under the MOLA understand and agree that
Lessor’s assigns may each do the same (hereunder collectively “Assignment”). All such Assignments
shall be subject to each Lessee’s rights under the Schedule(s) executed between it and Lessor and to
DIR’s rights under the MOLA. Each Lessee leasing Assets through Schedules under this MOLA and
DIR hereby consent to such Assignments and agree to execute and deliver promptly such
acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such
Assignment. Lessor shall remain liable for performance under the MOLA and any Schedule(s) executed
hereunder to the extent Lessor’s assigns do not perform Lessor’s obligations under the MOLA and
Schedule(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include
all such assigns, whether specific reference thereto is otherwise made herein.
(b) Lessee will not sell, assign, sublet, pledge or otherwise encumber, or permit a lien to exist on or against
any interest in this MOLA or the Assets without Lessor’s prior written consent except otherwise
permitted under this MOLA; provided, however, that no such prior written consent from Lessor is
necessary in the event of a legislative mandate to transfer the MOLA to another state agency.
27. Delivery of Related Documents.

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For each Schedule, Lessee will provide the following documents and information satisfactory to Lessor: (a)
Certificate of Acceptance (if Acceptance has taken place); (b) Opinion of Counsel; (c) Financial Statements;
(d) incumbency certificate; and (e) other documents specified in the applicable Schedule as being reasonably
required by Lessor.
28. Miscellaneous.
(a) Prior to delivery of any Assets, the obligations of Lessor hereunder shall be suspended to the extent that
it is hindered or prevented from performing because of causes beyond its control. In such event, the
obligation of Lessee to commence Rents for such Assets shall also be suspended.
(b) Lessor and Lessee acknowledge that there are no agreements or understanding, written or oral, between
them with respect to the Assets, other than as set forth in this MOLA, including the Contract, and in
each Schedule to which Lessee is a signatory party. Lessor and Lessee further acknowledge that this
MOLA, including the Contract, and each Schedule to which Lessee is a party contain the entire
agreement between Lessor and Lessee and supersedes all previous discussions and terms and conditions
of any purchase orders issued by Lessee, order acknowledgement and other forms issued by Lessor, and
the like. DIR and Lessor acknowledge that there are no agreements or understandings, written or oral,
between them other than as set forth in this MOLA and the Contract and that both contain the entire
agreement between them. The terms and conditions of this MOLA may be amended only by written
instrument executed by Lessor and DIR. The terms of a Schedule may only be amended in a writing
signed by both Lessee and Lessor.

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Attachment 1 to the Master Operating Lease Agreement

Financial Disclosure Summary
Lease Rate Factor(s): Response Notes

Equipment Type A
Equipment Type B
Equipment Type C
How is Daily Rental calculated?
 Yes
Is Daily Rental invoiced separately
 No
or rolled into monthly rental?
 N/A
 Yes
Is this a Step Lease?
 No
 Yes
Does this lease include software?
 No
 Agency
If yes, who owns the software?
 Lessor
Personal Property Tax Response Notes
Estimated PPT
 Agency
PPT Payment made by
 Lessor on Agency behalf
 Agency pays direct
 Lessor pays and passes invoice
PPT calculation method through
 Lessor estimates and includes
 Lessor sets PPT at disclosed rate
 N/A ‐ Agency pays direct
If PPT rate changes, how are  N/A ‐ Lessor pays/passes invoice
charge backs or short falls through
handled?  Lessor is responsible
 Lessee is invoiced for short fall
Equipment Schedule Details Response Notes
Can Agency make decisions at
 Asset level
asset level (extend, purchase,
 All and not less than all
return)?
 Yes
Does this ES auto extend?
 No
If Yes, how long?
What is the cost of the Auto
extension?
What is the notice period?

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Are negotiated extensions FMV  Yes
based?  No
On FMV, can Agency select own  Yes
evaluator?  No
Is asset and lease information  Yes
available online?  No
End of Lease Details Response Notes
Where are the assets returned to?
What is the return freight cost?
 Agency
Who pays the return freight cost?
 Lessor
 Yes
Do I need to return original  No
packaging? If yes, what is the cost if not
returned?
 Yes
Do I need to return original  No
manuals and documentation? If yes, what is the cost if not
returned?
 Yes
 No
Do I need to return software?
If yes, what is the cost if not
returned?
 Yes
Is there an FMV purchase cost  No
cap? If yes, what is the cost cap
percentage?
What is the cost for a lost asset?
What is the cost for missing
equipment?
What is the cost for data
sanitization on assets with
memory?
What is the cost for data
sanitization?
What is the cost for on‐site data
destruction?

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Bid Package 10

Cloud Services Contract
Sample Statement of Work

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ATTACHMENT 1
STATEMENT OF WORK (SOW)

FOR
CLOUD SERVICES
Project Name
DIR Customer Name
DATE
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1.0 Purpose
This Statement of Work describes the Cloud Services to be delivered to

[Department/Agency] with regard to [application name].
2.0 Background/Objective
Given the growing significance and maturity of Cloud Services, the Texas Department of
Information Resources (DIR) issued a Cloud Services RFO to contract cloud providers for
customer use. Cloud computing is a model for enabling available, convenient, on-demand
network access to a shared pool of configurable computing resources (e.g., networks,
servers, storage, applications, and services). Cloud Services are generally expected to offer
reduced cost and increased efficiency for government organizations.
The [Department/Agency] seeks cloud services to [explain customer problem or reason for
seeking cloud services]. [Provide useful information regarding the Customer organization,
project history, future plans or any other relevant information regarding the work to be
performed.]
3.0 Scope
The overarching goal of this SOW is to provide [Department/Agency] the ability to take
advantage of rapidly developing offerings and changing price models in Cloud Services.
The scope focuses on offering [type of cloud service e.g., IaaS, PaaS, cloud broker] for the
following activities:
• [List all application activities requiring cloud services, e.g., Cloud Storage Services,
Virtual Machines]
4.0 Requirements
The requirements focus on the [type of cloud service offering] and are divided into the
following categories:
• General Cloud Computing Requirements – specifies general requirements for cloud
services
• Common Technical Requirements – specifies the technical requirements for enabling
[type of cloud service] offering
• Specific Application Technical Requirements – specifies the requirements for service
offerings described in SOW
1
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The [Department/Agency] retains ownership of any user created/loaded data and

applications hosted on vendor’s infrastructure, and maintains right to request full copies of
these at any time.
4.1 General Cloud Computing Requirements

The Vendor shall provide a Cloud Computing solution that aligns to the following general
cloud computing requirements as described in Table 1 below.
Table 1: General Cloud Computing Requirement

Cloud Characteristic Definition General Requirement
4.2 Common Technical Requirements

The Vendor shall provide a solution that aligns to the following technical requirements as
described in Table 2 below. (List provided is not all inclusive)
Service Management and Provisioning Requirements

Service Provisioning
Service Level
Agreement
Management
Operational
Management
DR and COOP
2
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Data Management
User/Admin Portal Requirements

Order Management
Billing/Invoice Tracking
Utilization Monitoring
Trouble Management
User Profile
Management
Integration Requirements
Application
Programming
Interfaces (APIs)
Data Center Facilities Requirements
Internet Access
Firewalls
LAN/WAN
Data Center Facilities 1.
3
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4.3 Specific Application Technical Requirements
List all requirements specific to application (e.g., storage requirements, bandwidth tiers,
virtual machine requirements, bundling options,
5.0 Compliance Requirements
5.1 Accessibility Requirements – list all accessibility requirements
5.2 Security Requirements – list all security requirements
5.3 Privacy Requirements – list all privacy requirements
6.0 Reporting Deliverables

Below is an example list of deliverables that might be required by customer.
Report / Deliverable Description Frequency
Service Level Agreement (SLA) • Service Availability Monthly
(Measured as Total
Uptime Hours / Total
Hours within the Month)
displayed as a
percentage of availability
up to one-tenth of a
percent (e.g. 99.5%)
• Text description of major
outages (including
description of root-cause
and fix) resulting in
greater than 1-hour of
unscheduled downtime
within a month
Help Desk / Trouble Tickets • Number of Help Monthly
Desk/customer service
requests received.
• Number of Trouble
Tickets Opened
• Number of trouble tickets
closed
respond to Trouble
4
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Tickets (time between

trouble ticket opened
and the first contact with
customer)
resolve trouble ticket
Service Orders / Sales • Quantity and Type of Monthly
IaaS/PaaS service
orders received
• Number of service
orders (and percentage
of orders out of the total)
which resulted in an
email or contact with
customer within two
hours of individual task
order(s) issued under
this BPA being sent to
vendor
Service Utilization • Monthly utilization of Monthly
each IaaS/PaaS Service
type (Lot) as defined by
the Service Units for the
specific Lot offered by
the vendor
Invoicing/Billing • Standard invoicing/billing Monthly
7.0 Additional Customer Terms and Conditions

List any additional terms and conditions required by the Customer. Customers may
negotiate the terms and conditions of a SOW to suit their business needs so long as the
SOW terms and conditions do not conflict or weaken the DIR master contract.
8.0 Pricing
The main purpose of this section is to detail the pricing for the cloud services. Vendor should
also provide a summary of any assumptions and exclusions.
5
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Sample Pricing Sheet

Cloud Service Agency/Department Application Name Price
6
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The undersigned signatories represent and warrant that they have full authority to enter into
this Statement of Work on behalf of the respective parties. The Effective Date of this SOW
shall be the date of the last party to sign.
Customer Agency Cloud Service Provider (Vendor)
By: By:
Name: Name:
Title: Title:
Date: Date:
Legal:
7
Bid Package 11 DIR-TSO-TMP-415 423 of 446
Vendor Accessibility Development Services Information

Request
1. Vendor Information
Vendor Name: Submitter Name : Date:
Email: Phone: ( )
Address: City: State: ZIP:

2. Instructions
Complete this form if your company or organization is responding to a Texas Agency solicitation that includes
one or more of the following Information and Communications Technologies (ICT) offering types:
• Website development services
• Web Application Development Services
• Custom development services as part of an integrated solution.
• Client based software application development services
• Other software development services containing one or more user interfaces (end user, admin, etc.)
Please direct any questions regarding this request to the DIR Procurement Office.
3. Please respond to the questions below as applicable
1. Describe or provide documentation regarding your organization’s key business processes that include the
integration of ICT accessibility activities. (Examples are product development, procurement, HR, etc.):
2. Describe the skills and training resources that your organization uses (internal or third party) to develop and
produce accessible ICT offerings:
3. Describe the development and test tools used within your organization to produce accessible ICT offerings.
Provide examples of typical project test cases for accessibility and examples of how test results are
documented:
4. Describe your organizations corrective actions process(es) or system(s) for documenting, tracking, and
resolving accessibility issues / defects:
5. Describe alternate methods for ICT products that are not compliant with accessibility technical standards.
(example: 24hour / 7day/week toll free phone support number):
6. Provide links to example websites or other examples of ICT work that your organization has produced that
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meet accessibility technical standards such as US Section 508, or WCAG 2.0 AA:
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Amendment Number 1
to
Contract Number DIR-TSO-4158
between
State of Texas, acting by and through the Department of Information Resources
and
This Amendment Number 1 to Contract Number DIR-TSO-4158 is between the Department of

Information Resources (“DIR”) and Oracle America, Inc. (“Vendor”). DIR and Vendor agree to modify
the terms and conditions of the Contract as follows:
1. Appendix C, Pricing Index, is hereby replaced in its entirety with Appendix C, Pricing Index
(per Amendment 1), as attached.
2. Appendix D, License Agreement is hereby replaced in its entirety with attached Appendix D,
License Agreement (per Amendment 1) which reflects the addition of the following
provisions to section I (Oracle License Definitions and Rules):
Oracle Java SE Subscription and Oracle Java SE Desktop Subscription: are defined as the right
to use the specified Oracle Java SE Subscription Program(s) in accordance with the applicable
metric and to receive Oracle Software Update License & Support (limited to the specified
Oracle Java SE Subscription Program(s)), for the term specified on the ordering document.
Your right to use the specified Oracle Java SE Subscription Program(s) for your internal
business operations includes using the Oracle Java SE Subscription Program(s) to run your Java
applications as a cloud service, subject to the terms of the Master Agreement. For the
avoidance of doubt, you shall not make the Oracle Java SE Subscription Program(s) themselves
available as a cloud service. The subscription term is effective upon the effective date of the
subscription ordering document, unless otherwise stated in Your ordering document. If your
order was placed through the Oracle Store, then the effective date is the date your order was
accepted by Oracle. Oracle Software Update License & Support is provided under the Oracle
Software technical support policies in effect at the time the services are provided. At the end
of the specified subscription term, you may renew Your subscription, if available, at the then
current fees for the applicable subscription. If You choose not to renew Your subscription, your
right to use the specified Oracle Java SE Subscription Program(s) will terminate and you must
de-install the specified Oracle Java SE Subscription Program(s).
With respect to Java SE Desktop Subscription – Named User Plus Program, the term “server”
refers to a desktop computer.
With respect to Java SE Subscription - Processor, when licensing Oracle Programs with
Standard Edition 2, Standard Edition One or Standard Edition in the product name, a processor
is NOT counted equivalent to an occupied socket; however, in the case of multi-chip modules,
each chip in the multi-chip module is counted as one occupied socket.
Amendment 1
Contract DIR-TSO-4158
rev. 10/2017 Page 1
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All other terms and conditions of the Contract not specifically modified herein shall remain in full
force and effect. In the event of a conflict among provisions, the order of precedence shall be this
Amendment Number 1 and the Contract.
IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date
of the last signature.
Name: Sheila Poggi
Title: Contracts Manager
Date: 4/23/2019
Date: 4/24/2019
Office of General Counsel: DB 4/24/2019
Amendment 1
rev. 10/2017 Page 2
427 of 446
Amendment Number 2
to
between
and
Oracle America, Inc
This Amendment Number 2 to Contract Number DIR-TSO-4158 (“Contract”) is between the

Department of Information Resources (“DIR”) and Oracle America, Inc (“Vendor”). DIR and Vendor
agree to modify the terms and conditions of the Contract as follows:
1. Contract, Section 6 Notification, is hereby replaced with the following:
All notices under this Contract shall be sent to a party at the respective address indicated below.

Kelly A Parker, CTPM, CTCM
Director, Cooperative Contracts
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4759
Email: kelly.parker@dir.texas.gov

Elizabeth Hwang
Senior Manager
Public Sector Deal Management
1910 Oracle Way
Reston, VA 20190
Phone: (703) 364-0282
Email: Elizabeth.hwang@oracle.com
2. Appendix C, Pricing Index, is hereby restated in its entirety and replaced with Appendix C,
Pricing Index (per Amendment 2), as attached.
Amendment Number 2, and then Amendment Number 1, and then the Contract.
Amendment 2
rev. 10/2017 Page 1
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Oracle America, Inc
Name: Samara Gomez
Title: Deal Manager
Date: 9/3/2019
Date: 9/5/2019
Office of General Counsel: MH 9/5/2019
Amendment 2
rev. 10/2017 Page 2
429 of 446
Amendment Number 3
to
between
and
Oracle America, Inc
This Amendment Number 3 to Contract Number DIR-TSO-4158 (“Contract”) is between the

Department of Information Resources (“DIR”) and Oracle America, Inc (“Vendor”). DIR and Vendor
agree to modify the terms and conditions of the Contract as follows:
1. Contract, Section 6 Notification, is hereby replaced with the following:
All notices under this Contract shall be sent to a party at the respective address indicated
below.

Hershel Becker or Successor in Office
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700

Dapo Lawal
Contracts Manager
Public Sector Deal Management
1910 Oracle Way
Reston, VA 20190
Phone: (703) 364-0676
Email: dapo.lawal@oracle.com
2. Appendix C, Pricing Index (per Amendment 2), is hereby restated in its entirety and replaced
with Appendix C, Pricing Index (per Amendment 3), as attached.
Amendment Number 3, then Amendment Number 2, then Amendment Number 1, and then the
Contract.
(Remainder of page intentionally left blank)
Amendment 3
rev. 10/2019 Page 1
430 of 446
Oracle America, Inc
Authorized By: Signature on file
Name: Dapo Lawal
Title: Contracts Manager
Date: January 21, 2020
Authorized By: Signature on file
Date: January 23, 2020
Office of General Counsel: Initials on file January 22, 2020
Amendment 3
rev. 10/2019 Page 2
ATTACHMENT D 431 of 446
Oracle Consulting & Advanced Customer Services

Security Practices
Effective Date: 15 May 2018
Introduction & Scope
This document describes the security practices that Oracle organizations performing consulting
services, and Oracle’s Advanced Customer Services (“ACS”) organization (for purposes of this
document all such organizations collectively “Oracle”) follow when performing such consulting or
ACS services (“services”) under the terms of your master agreement and applicable order for
services (collectively the “order”). It also clarifies your security obligations with respect to your
environments and the data therein. These practices supplement the Oracle Corporate Security
Practices, which are incorporated herein by reference. These practices are subject to change at
Oracle’s discretion; however, Oracle will not materially reduce the level of security specified in
this document during the performance of services under your order.
I. Definitions
The term “environment(s)” means your technology environments to which you grant Oracle
access in order to provide the services under the order. The term “subcontractors” means
subcontractors retained by Oracle and its subsidiaries that assist in performing the services.
II. Security Policies
Oracle’s Corporate Security Practices cover the management of security for both its internal
operations as well as the services Oracle provides to its customers, and apply to all Oracle
employees. These policies, which are generally aligned with the ISO 27002 Code of Practice and
ISO 27001 standards, govern all areas of security applicable to the services. You are strongly
encouraged to implement your own comprehensive system of policies, standards and procedures,
according to your risk-based assessments and business requirements.
III. Network Security
Oracle takes the following steps to secure access to the environments:
 Oracle employs Intrusion Detection Systems (IDS) within the Oracle network to intercept
and respond to security events as they are identified. Oracle utilizes a network-based
monitoring approach designed to detect attacks on open firewalls ports within Oracle’s
network. IDS events are analyzed using signature detection, which is a pattern matching
of environment settings and user activities against a database of known attacks. Oracle
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updates the signature database as new releases become available for commercial
distribution. Alerts are forwarded to Oracle's IT or Security department for review and
response to potential threats.
 Oracle uses router rules, access control lists and segmentation on the Oracle network.
 Oracle’s IT department manages and monitors all routers and firewall logs. Network
devices are safeguarded via centralized authentication; usage is audited.
 When Oracle accesses the environments residing on your system over the Internet, it uses
only (a) encrypted network traffic via industry standard Virtual Private Network (VPN) or
equivalent technology, or (b) technology permitted by your network administrator (e.g.,
direct dial-up or DSL if permitted on your network). Unless otherwise specified in the
order, in (a) above, Oracle uses Oracle Continuous Connection Network (OCCN), which
utilizes a persistent VPN tunnel and software VPN Combination, for Internet-based
connections to the environments.
 Oracle may also use a desktop/laptop client based product when it accesses the
environments residing on your system over the Internet. Examples include: Cisco
Software VPN, Nortel Software VPN, Checkpoint Software VPN, Netscreen
Software VPN, Point-To-Point Tunneling Protocol (PPTP), Neoteris Secure Sockets Layer
(SSL) VPN, Aventail SSL VPN.
IV. Data Management/Protection
Oracle generally does not require or request access to production data in order to provide
services. You are responsible for providing Oracle access to production data in a development
or test environment and/or to a production computing environment only to the extent necessary
to perform the services. The following applies to the extent that you have provided production
data necessary to perform the services to Oracle.
Data Management: During the performance of the services, you maintain control over and
responsibility for any production data residing in the environments. Oracle does not and will not:
 Change any production data, other than as required for the performance of the services.
 Have any role in determining or maintaining the accuracy of any production data.
 Control how production data is hosted, processed, stored or destroyed by you.
 Control your access to production data, other than restricting access to production data
through applying physical and logical access controls, as applicable, as part of the
services.
Deletion of Production Data: Upon termination of the services or at your request, Oracle will
delete your production data located on Oracle computers in a manner designed to ensure that
they cannot reasonably be accessed or read, unless there is a legal obligation imposed on Oracle
preventing it from deleting all or part of the data. Unless otherwise specified in writing, Oracle will
archive production data on tape for six months following termination of the services.
Audit: In the event that the applicable order for services provides you with the right to audit
Oracle’s compliance with these security practices, the following procedures apply. You may send
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Oracle’s Global Information Security organization a written request, including a detailed audit
plan, at least six weeks in advance of the proposed audit date. The parties will work cooperatively
to agree on a final audit plan. The audit shall be conducted no more than once during a twelve-
month period, during regular business hours, subject to on-site policies and regulations, and may
not unreasonably interfere with business activities. If you would like to use a third party to conduct
the audit, the third party auditor shall be mutually agreed to by the parties and the third-party
auditor must execute a written confidentiality agreement acceptable to Oracle. Upon completion
of the audit, you will provide Oracle with a copy of the audit report, which is classified as
confidential information under the terms of your order.
V. Access Control
Account Provisioning and Passwords: Oracle requires the following standards for provisioning
access to and creating passwords for the environments that are in the control of Oracle:
 Access is provisioned on a need to know basis.
 Passwords must conform to the strong password guidelines that include complexity,
expiration, and length. Passwords are not permitted to be written down or stored on-line
unencrypted.
 Passwords are treated as Oracle confidential information.
 At your request, Oracle will agree with you on a schedule for periodic password changes
for credentials you have provided to Oracle to your systems.
 User IDs and passwords to your systems are not communicated to any other person
without your prior authorization.
General Access: In the event of employee terminations, deaths or resignations, Oracle will take
actions to terminate network, telephony and physical access for such former employees. Oracle
Corporate Security will periodically review accounts of terminated employees to verify that access
has been terminated and that stale accounts are removed from the Oracle network.
VI. Additional Oracle Practices
Information Security Managers: Oracle Consulting and ACS have appointed an Information
Security Manager (ISM) to coordinate with Oracle Global Information Security (GIS) by serving
as a resource to help identify strategic and practical security issues within the organization. The
ISM serves as an advocate within Oracle Consulting and ACS to communicate information
security awareness to Oracle Consulting and ACS employees and management and work
collectively with that group to help implement and comply with Oracle’s corporate security
practices, policies and initiatives.
VII. Your Obligations
 You are responsible for all aspects of the collection of data, including determining and
controlling the scope and purpose of collection. If you provide any personally identifiable
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information to Oracle for use in the performance of the services, you are responsible for
sending any required notices and/or obtaining any required consents necessary for Oracle
to perform the services. Oracle does not and will not collect data from data subjects or
communicate with data subjects about their data.
 You will limit Oracle’s access to your data to the extent necessary for Oracle to perform
the services. You will prevent Oracle from accessing any health, payment card or other
sensitive data that requires protections greater than those identified herein unless the
parties specify the security measures applicable to Oracle’s treatment of such data in the
applicable order for services.
 You are responsible for managing Oracle’s access to your systems, including providing
unique accounts and user IDs where necessary.
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ATTACHMENT E
Oracle Corporate Security

Practices
September 2021 | Version 2.2

Copyright © 2022, Oracle and/or its affiliates
Oracle – Public
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INTRODUCTION
Oracle, a global provider of enterprise cloud computing, is empowering businesses of all sizes on their journey of digital
transformation. Oracle cloud services provide leading edge capabilities in software as a service, infrastructure as a service
and data as a service.
Oracle’s security practices are multidimensional and reflect the various ways Oracle engages with its customers:
 The Oracle Corporate Security Practices (“Security Practices”) are implemented pursuant to Oracle’s Corporate
security program and are adhered to by Oracle for its operational and services infrastructure under its control,
including Oracle’s corporate network and systems.
 The term “customer data” as used in this document means any data stored in a customer’s computer system (data
accessed by or provided to Oracle while performing services for a customer) or customer’s Oracle cloud instance.
 Third parties who have been provided access to customer data by Oracle (“subprocessors”) are contractually
committed to materially equivalent security practices.
Oracle continually works to strengthen and improve the security controls and practices for Oracle internal operations and
services offered to customers. Companies that Oracle acquires are required to align with these Security Practices as part of
the integration process.
Oracle’s Cloud, Support, Consulting and Advanced Customer Support Services lines of business have also developed more
detailed statements of security practices that apply to many of their service offerings, which are available for review and also
incorporated into the applicable order for services. More details on these practices can be found here:
 Cloud Hosting & Delivery Policies
 Global Customer Support Security Practices
 Consulting Security Practices
 Advanced Customer Services Security Practices
These practices are subject to change at Oracle’s discretion; however, Oracle does not expect to materially reduce the level
of security specified in this document.
1 Oracle Corporate Security Practices | Version 2.2

Copyright © 2022, Oracle and/or its affiliates | Oracle Public
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TABLE OF CONTENTS
Introduction 1
Oracle Information Security 3
Organizational Security 3
Oracle Security Oversight Committee 3
Global Security Organizations 3
Global Information Security 3
Global Product Security 3
Global Physical Security 3
Corporate Security Architecture 4
Global Trade Compliance 4
Oracle Information Technology Organizations 4
Confidentiality Agreements 4
Independent Review of Information Security 4
Privacy 4
Asset Classification and Control 5
Responsibility, Inventory, and Ownership of Assets 5
Asset Classification and Control 5
Human Resources Security 5

Employee Screening 5
Security Awareness Education and Training 5
Enforcement 5
Physical Security 6
Operations Management 6
Protection Against Malicious Code 6
Monitoring and Protection of Audit Log Information 6
Network Controls 7
Access Control 7
User Access Management 7
User Registration 7
Privilege Management 7
User Password Management 7
Review of Access Rights 8
Password Use 8
Segregation of Duties 8
Information Systems Acquisition, Development, and Maintenance 8

Access Control to Program Source Code 8
Technical Vulnerability Management 8
Information Security Incident Response 8

Oracle’s Resilience Management 9
Oracle Software Security Assurance (OSSA) 9
Secure Coding Standards & Security Training 9
Security Analysis & Testing 10
Customer Data Protection 10

Reference 10
Revision History 10

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ORACLE INFORMATION SECURITY

Oracle’s Corporate Security Program is designed to protect the confidentiality, integrity and availability of both Oracle and
customer data, such as:
 The mission-critical systems that customers rely upon for cloud services, technical support and other services
 Oracle source code and other sensitive data against theft and malicious alteration
 Personal and other sensitive information that Oracle collects in the course of its business, including customer,
partner, supplier and employee data residing in Oracle’s internal IT systems
Oracle’s security policies cover the management of security for both Oracle’s internal operations and the services Oracle
provides to its customers, and apply to all Oracle personnel, such as employees and contractors. These policies are generally
aligned with the ISO/IEC 27002:2013 and ISO/IEC 27001:2013 standards and guide all areas of security within Oracle.
Reflecting the recommended practices in security standards issued by the International Organization for Standardization
(ISO), the United States National Institute of Standards and Technology (NIST), and other industry sources, Oracle has
implemented a wide variety of preventive, detective and corrective security controls with the objective of protecting
information assets.
ORGANIZATIONAL SECURITY
Oracle’s overarching Organizational Security is described in the Oracle security organization policy and the Oracle
information security policy.
The Chief Corporate Architect is one of the directors of the Oracle Security Oversight Committee (OSOC). The Chief
Corporate Architect manages the functional departments directly responsible for identifying and implementing security
controls at Oracle. These departments drive the corporate security program, define corporate security policies, assess
compliance and provide operational oversight for the multidimensional aspects of Oracle’s security policies and practices.
Oracle Security Oversight Committee

The Oracle Security Oversight Committee (OSOC) oversees the implementation of Oracle-wide security programs, including
security policies and data privacy standards. The OSOC is chaired by Oracle’s CEO, General Counsel, and Chief Corporate
Architect.
Global Security Organizations

Global Information Security
Global Information Security (GIS) is responsible for security oversight, compliance and enforcement, and conducting
information-security assessments leading the development of information security policy and strategy, as well as training
and awareness at the corporate level. This organization serves as the primary contact for security incident response,
providing overall direction for incident prevention, identification, investigation and resolution.
Global Product Security

The Global Product Security organization acts as a central resource to help Oracle development teams improve the security
of Oracle products. Encompassing every phase of the product development lifecycle, Oracle Software Security Assurance is
Oracle's methodology for building security into the design, build, testing, and maintenance of its products.
Under the leadership of Oracle’s Chief Security Officer, Global Product Security promotes the use of Oracle Software Security
Assurance standards throughout Oracle, acts as a central resource to help development teams improve the security of their
products, and handles specialized security functions.
Global Physical Security

Global Physical Security is responsible for defining, developing, implementing, and managing all aspects of physical security
for the protection of Oracle’s employees, facilities, business enterprise, and assets. Oracle’s physical security standards and
policies have been developed to generally align with several physical security industry initiatives, including the International
Organization for Standardization (ISO), United States Customs Trade Partnership Against Terrorism (CTPAT), American
Institute of Certified Public Accountants (AICPA) Statement on Standards for Attestation Engagements (SSAE) No. 18, and

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the Payment Card Industry Security Standards Council. More information on applicable physical security controls are
described in this document.
Corporate Security Architecture

The Oracle corporate security architect helps set internal information-security technical direction and guides Oracle’s IT
departments and lines of business towards deploying information security and identity management solutions that advance
Oracle's information security goals. The corporate security architect works with Global Information Security and Global
Product Security, and the Development Security Leads to develop, communicate and implement corporate security
architecture roadmaps.
Corporate Security Architecture (CSA) manages a variety of programs and leverages multiple methods of engaging with
leadership and operational security teams responsible for Oracle operations, services, cloud and all other lines of business.
Global Trade Compliance

Oracle Global Trade Compliance (GTC) is responsible for import and export oversight, guidance and enforcement to enable
worldwide trade compliant business processes across Oracle in order to uphold and protect Oracle's global trade privileges.
GTC manages Oracle's global trade compliance portfolio and is responsible for global trade regulatory interpretation and
coordination of policy advocacy, Global Brand Protection, Hardware Compliance Strategy and Market Access programs.
Further, GTC reviews and resolves global trade compliance matters; serves as the clearinghouse for all global trade
compliance information, including product classification, and is empowered to take actions necessary to ensure Oracle
remains compliant with U.S. and applicable local Customs, import, and export laws, regulations and statutes.
Oracle Information Technology Organizations

Oracle Information Technology (IT) and cloud service DevOps organizations are responsible for IT security strategy,
architectural design of security solutions, engineering, risk management, security infrastructure operations and support,
standards and compliance, threat intelligence and remediation and security technical assessment for new infrastructure.
Confidentiality Agreements
Oracle employees are required to maintain the confidentiality of customer data. Employees must sign a confidentiality
agreement and comply with company policies concerning protection of confidential information as part of their initial terms
of employment. Oracle obtains a written confidentiality agreement from each subcontractor before that subcontractor
provides services.
Independent Review of Information Security

Global Information Security, in conjunction with Oracle Internal Audit, oversees compliance of the security controls,
processes and procedures for Oracle services.
PRIVACY
The Oracle General Privacy Policy addresses information Oracle collects in connection with your use of our websites and
mobile applications, your interactions with Oracle and in the context of our offline sales and marketing activities, including
Profit Magazine and Oracle Magazine. This policy is available at https://www.oracle.com/legal/privacy/privacy-policy.html.
The Oracle Services Privacy Policy describes our privacy and security practices that apply when handling (i) services personal
information in order to perform Consulting, Technical Support, Cloud and other services on behalf of Oracle customers; and
(ii) personal information contained in systems operation data generated by the interaction of (end-)users of these services
with Oracle systems and networks. This policy is available at https://www.oracle.com/legal/privacy/services-privacy-
policy.html.
The Oracle Data Cloud Privacy Policy addresses how Oracle facilitates the collection and use of marketing and interest-
based information to help enable interest-based advertising by Oracle’s Marketing and Data Cloud customers. This policy is
available at https://www.oracle.com/legal/privacy/marketing-cloud-data-cloud-privacy-policy.html.
Learn more about Oracle privacy policies at https://www.oracle.com/legal/privacy/.

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ASSET CLASSIFICATION AND CONTROL
Responsibility, Inventory, and Ownership of Assets

Oracle’s formal information protection policy provides guidelines for all Oracle personnel regarding information
classification schemes and minimum handling requirements associated with those classifications.
Developing and maintaining accurate system inventory is a necessary element for effective general information systems
management and operational security. Oracle’s information systems asset inventory policy requires that an accurate and
current inventory be maintained for all information systems holding critical and highly critical information assets in Oracle
Corporate and cloud infrastructures.
Asset Classification and Control

Oracle categorizes confidential information into four classes — Public, Internal, Restricted, and Highly Restricted — with
each classification requiring corresponding levels of security controls, such as encryption requirements for data classified as
Restricted or Highly Restricted.
Oracle has formal requirements for managing data retention. These operational policies define requirements per data type
and category, including examples of records in various Oracle departments. Retention of customer data in cloud services is
controlled by the customer and is subject to terms in their contract.
Customer data is classified under one of Oracle's top two categories of confidential informationfor the purpose of placing
limits on access, distribution and handling of such data. Oracle keeps the information confidential in accordance with the
terms of customer’s order.
HUMAN RESOURCES SECURITY

Oracle places a strong emphasis on personnel security. The company maintains ongoing initiatives intended to help
minimize risks associated with human error, theft, fraud and misuse of facilities, including personnel screening,
confidentiality agreements, security awareness education and training, and enforcement of disciplinary actions.
Oracle maintains high standards for ethical business conduct at every level of the organization, and at every location where
Oracle does business around the world. These apply to Oracle employees, contractors, and temporary employees, and cover
legal and regulatory compliance and business conduct and relationships. Oracle requires its employees to receive training in
ethics and business conduct every two years.
Oracle’s Code of Ethics and Business Conduct is available at: https://www.oracle.com/assets/cebc-176732.pdf
Employee Screening
In the United States, Oracle currently uses an external screening agency to perform pre-employment background
investigations for newly hired U.S. personnel. Personnel screening in other countries varies according to local laws,
employment regulations and local Oracle policy.
Learn about Oracle’s commitment to diversity and inclusion at
https://www.oracle.com/corporate/careers/culture/diversity.html
Security Awareness Education and Training

Oracle promotes security awareness and educates employees through regular newsletters and ad hoc security awareness
campaigns. Each employee is required to complete information-protection awareness training upon hiring and every two
years thereafter. The course instructs employees on their obligations under Oracle privacy and security policies. This course
also covers data-privacy principles and data-handling practices that may apply to employees’ jobs at Oracle and are required
by company policy.
Enforcement
Security reviews, assessments, and audits are conducted periodically to confirm compliance with Oracle information-
security policies, procedures, and practices. Employees who fail to comply with these policies, procedures and guidelines
may be subject to disciplinary action up to and including termination of employment.

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PHYSICAL SECURITY
Oracle Global Physical Security uses a risk-based approach to physical and environmental security. The goal is to address
requirements for prevention, detection, protection and response while maintaining a positive work environment that fosters
innovation and collaboration among Oracle employees and partners. Oracle regularly performs risk assessments to confirm
that appropriate mitigation controls are in place and maintained.
Oracle currently has implemented the following protocols:
 Physical access to facilities is limited to Oracle employees, contractors, and authorized visitors.
 Oracle employees, subcontractors, and authorized visitors are issued identification cards that must be worn while
on Oracle premises.
 Visitors are required to sign a visitor’s register, be escorted and/or observed when they are on Oracle premises,
and/or be bound by the terms of a confidentiality agreement with Oracle.
 Security monitors the possession of keys/access cards and the ability to access facilities. Staff leaving Oracle’s
employment must return keys/cards and key/cards are deactivated upon termination.
 Security authorizes all repairs and modifications to the physical security barriers or entry controls at service
locations.
 Oracle use a combination of 24/7 onsite security officers or patrol officers, depending on the risk/protection level
of the facility. In all cases officers are responsible for patrols, alarm response, and recording of security incidents.
 Oracle has implemented centrally managed electronic access control systems with integrated intruder alarm
capability. The access logs are kept for a minimum of six months. Furthermore, the retention period for CCTV
monitoring and recording ranges from 30-90 days minimum, depending on the facility’s functions and risk level.
OPERATIONS MANAGEMENT
Protection Against Malicious Code

Oracle policy requires the use of antivirus protection and firewall software on endpoint devices such as laptops, desktops
and mobile devices. Additionally, all computers running a Windows operating system that hold Oracle data must have
automated Microsoft security updates enabled. Security updates for all other devices and operating systems must be
installed upon notification of their availability. Desktops and laptops that process Oracle or customer information must be
encrypted using approved software. Reports enable lines of business management to verify deployment of laptop
encryption for their organization.
Antivirus software must be scheduled to perform daily threat-definition updates and virus scans.
The Oracle Information Technology (OIT) organization keeps antivirus products and Windows Server Update Services
(WSUS) up to date with virus definitions and security updates. OIT is responsible for notifying internal Oracle system users
of both any credible virus threats and when security updates are available. OIT provides automation to verify antivirus
configuration.
Employees are prohibited from altering, disabling or removing antivirus software and the security update service from any
computer. Any Oracle employee who is discovered violating this standard may be subject to disciplinary action up to and
including termination of employment.
Monitoring and Protection of Audit Log Information

Oracle logs certain security-related activities on operating systems, applications, databases and network devices. Systems
are configured to log access to Oracle programs, as well as system alerts, console messages and system errors. Oracle
implements controls designed to protect against operational problems, including log file media becoming exhausted, failing
to record events and/or logs being overwritten.
Oracle reviews logs for forensic purposes and incidents. Identified anomalous activities feed into the security-incident
management process. Access to security logs is provided on the basis of need-to-know and least privilege. Where available
for cloud services, log files are protected by strong cryptography in addition to other security controls, and access is
monitored. Logs generated by internet-accessible systems are relocated to systems that are not internet-accessible.
See the Cloud Services Hosting and Delivery Policies, Pillar documentation and Program Documentation for information
about available logs and monitoring features for your cloud services: https://www.oracle.com/corporate/contracts/cloud-
services/hosting-delivery-policies.html

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Network Controls
Oracle has implemented and maintains strong network controls to for the protection and control of customer data during
its transmission. Oracle’s network security policy establishes requirements for network management, network access and
network device management, including authentication and authorization requirements for both physical devices and
software-based systems.
For administration of network security and network-management devices, Oracle requires IT personnel to use secure
protocols with authentication, authorization and strong encryption. Network devices must be located in an environment
protected with physical access controls and other physical security measures defined by Global Physical Security (GPS).
Communications to and from the Oracle corporate network must pass through network security devices at the border of
Oracle’s internal corporate network. Remote connections to the Oracle corporate network must exclusively use approved
virtual private networks (VPNs). Corporate systems available outside the corporate network are protected by alternative
security controls such as multifactor authentication.
Oracle’s network security policy establishes formal requirements for the provision and use of wireless networks and
connectivity to access the Oracle corporate network, including network segmentation requirements. Oracle IT manages
wireless networks and monitors for unauthorized wireless networks.
Access to the Oracle corporate network by suppliers and third parties is subject to limitations and prior approval per Oracle’s
third-party network access policy.
ACCESS CONTROL
Access control refers to the policies, procedures and tools that govern access to and use of resources. Examples of resources
include a physical server, a file, a directory, a service running on an operating system, a table in a database or a network
protocol.
• Least privilege is a system-oriented approach in which user permissions and system functionality are carefully
evaluated and access is restricted to the resources required for users or systems to perform their duties.
• Default-deny is a network-oriented approach that implicitly denies the transmission of all traffic, and then
specifically allows only required traffic based on protocol, port, source, and destination.
Oracle’s logical access control policy is applicable to access control decisions for all Oracle employees and any information-
processing facility for which Oracle has administrative authority. This policy does not apply to publicly accessible, internet-
facing Oracle systems or end users.
User Access Management
User Registration
Oracle user access is provisioned through an account provisioning system that is integrated with Oracle's Human Resources
database. Access privileges are granted based on job roles and require management approval.
Privilege Management
Authorization is dependent on successful authentication, since controlling access to specific resources depends upon
establishing an entity or individual's identity. All Oracle authorization decisions for granting, approval and review of access
are based on the following principles:
 Need to know: Does the user require this access for his job function?
 Segregation of duties: Will the access result in a conflict of interest?
 Least privilege: Is access restricted to only those resources and information required for a legitimate business
purpose?
User Password Management

Oracle enforces strong password policies for the Oracle network, operating system, and database accounts to reduce the
chances of intruders gaining access to systems or environments through exploitation of user accounts and associated
passwords.

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Review of Access Rights

Oracle regularly reviews network and operating system accounts with regard to the appropriate employee access levels. In
the event of employee terminations, deaths, or resignations, Oracle takes appropriate actions to promptly terminate
network, telephony and physical access.
Password Use
The use of passwords is addressed in Oracle’s password policy. Oracle employees are obligated to follow rules for password
length and complexity, and to keep their passwords confidential and secured at all times. Passwords may not be disclosed to
unauthorized persons. Under certain circumstances, authorized Oracle employees may share passwords for the purpose of
providing support services.
Segregation of Duties
Oracle enforces well-defined roles allowing for segregation of duties among operations staff. Operations are typically
organized into functional groups, where each function is performed by separate groups of employees. Examples of
functional groups include database administrators, system administrators and network engineers. Teams using a “DevOps”
model where more than one function may be performed by an employee are required to implement additional controls
providing protection equivalent to segregation of duties.
INFORMATION SYSTEMS ACQUISITION, DEVELOPMENT, AND MAINTENANCE
Access Control to Program Source Code

Oracle maintains strong security controls over its source code. Oracle’s source-code protection policies provide limits on
access to source code (enforcement of the need to know), requirements for independent code review, and periodic auditing
of the company’s source-code repositories. Oracle’s objectives with protecting its source code are twofold:
1. Protect the company’s intellectual property
2. Protect Oracle and its customers against malicious attempts to alter Oracle’s source code or exploit security
vulnerabilities.
Technical Vulnerability Management

Oracle policy requires the deployment of the Oracle Critcal Patch Updates (CPUs) and Security Alert updates as well as
associated recommendations. This policy also includes requirements for applying relevant security updates in non-Oracle
technology.
The Oracle server security policy requires servers (both physical and virtual) managed by Oracle or third parties on behalf of
Oracle to be physically and logically secured in order to prevent unauthorized access to the servers and associated
information assets.
INFORMATION SECURITY INCIDENT RESPONSE

Reflecting the recommended practices in prevalent security standards issued by the International Organization for
Standardization (ISO), the United States National Institute of Standards and Technology (NIST), and other industry sources,
Oracle has implemented a wide variety of preventive, detective, and corrective security controls with the objective of
protecting information assets.
Oracle evaluates and responds to events that create suspicion of unauthorized access to or handling of customer data,
whether the data is held on Oracle hardware assets or on the personal hardware assets of Oracle employees and contingent
workers. Oracle’s Information Security Incident Reporting and Response Policy defines requirements for reporting and
responding to incidents. This policy authorizes Oracle Global Information Security (GIS) organization to provide overall
direction for incident prevention, identification, investigation, and resolution within the Lines of Business (LoBs).
Upon discovery of an incident, Oracle defines an incident-response plan for rapid and effective incident investigation,
response, and recovery. Root-cause analysis is performed to identify opportunities for reasonable measures which improve
security posture and defense in depth. Formal procedures and systems within the Lines of Business (LoBs) are utilized to
collect information and maintain a chain of custody for evidence during incident investigation. Oracle is capable of
supporting legally admissible forensic data collection when necessary.

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In the event that Oracle determines that a confirmed security incident involving Personal Information processed by Oracle
has taken place, Oracle will promptly notify impacted customers or other third parties in accordance with its contractual and
regulatory responsibilities as defined in the Data Processing Agreement for Oracle Services. Information about malicious
attempts or suspected incidents is Oracle Confidential and is not externally shared. Incident history is also Oracle
Confidential and is not shared externally.
ORACLE’S RESILIENCE MANAGEMENT

Oracle’s Risk Management Resiliency Policy defines requirements and standards for all Oracle Lines of Business (LOBs)
plans for and response to business disruption events. It also specifies the functional roles and responsibilities required to
create, maintain, test and evaluate business continuity capability for Oracle across lines of business and geographies. It
authorizes a centralized Risk Management Resiliency Program (RMRP) Program Management Office (PMO) and defines the
compliance oversight responsibilities for the program. The policy mandates an annual operational cycle for planning,
evaluation, training, validation and executive approvals for critical business operations.
The Risk Management Resiliency Program (RMRP) objective is to establish a business-resiliency framework to help provide
an efficient response to business interruption events affecting Oracle’s operations.
The RMRP approach is comprised of several subprograms: , initial emergency response to unplanned and emergent events,
crisis management of serious incidents, Information Technology Disaster Recovery and business-continuity management.
The goal of the program is to minimize negative impacts to Oracle and maintain critical business processes until regular
operating conditions are restored.
Each of these subprograms is a uniquely diverse discipline. However, by consolidating emergency response, crisis
management, business continuity and disaster recovery, they can become a robust collaborative and communicative
system.
ORACLE SOFTWARE SECURITY ASSURANCE (OSSA)

Encompassing every phase of the product development lifecycle, Oracle Software Security Assurance (OSSA) is Oracle’s
methodology for building security into the design, build, testing and maintenance of its products, whether they are used on-
premises by customers or delivered through Oracle cloud services. Oracle’s goal is to ensure that Oracle’s products help
customers meet their security requirements while providing for the most cost-effective ownership experience.
Oracle Software Security Assurance is a set of industry-leading standards, technologies, and practices aimed at:
 Fostering security innovations. Oracle has a long tradition of security innovations. Today this legacy continues
with solutions that help enable organizations to implement and manage consistent security policies across the
hybrid cloud data center: database security and identity management and security monitoring and analytics.
 Reducing the incidence of security weaknesses in all Oracle products. Oracle Software Security Assurance key
programs include Oracle’s Secure Coding Standards, mandatory security training for development, the cultivation
of security leaders within development groups and the use of automated analysis and testing tools.
 Reducing the impact of security weaknesses in released products on customers. Oracle has adopted
transparent security vulnerability disclosure and remediation policies. The company is committed to treating all
customers equally and delivering the best possible security patching experience through the Critical Patch Update
and Security Alert programs.
Secure Coding Standards & Security Training

So that Oracle products are developed with consistently high security assurance, and to help developers avoid common
coding mistakes, Oracle employs formal secure coding standards.
Oracle Secure Coding Standards are a roadmap and guide for developers in their efforts to produce secure code. They
discuss general security knowledge areas such as design principles, cryptography and communications security, common
vulnerabilities, etc., and provide specific guidance on topics such as data validation and user management.
All Oracle developers must be familiar with these standards and apply them when designing and building products. The
coding standards have been developed over a number of years and incorporate best practices as well as lessons learned
from continued vulnerability testing by Oracle’s internal product assessment team. Oracle provides that developers are
familiar with its coding standards by requiring that they undergo secure coding training. The Secure Coding Standards are a
key component of Oracle Software Security Assurance and adherence to the Standards is assessed and validated
throughout the supported life of all Oracle products.

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Security Analysis & Testing

Security testing of Oracle code includes both functional and non-functional activities for verification of product features and
quality. Although these types of tests often target overlapping product features, they have orthogonal goals and are carried
out by different teams. Functional and non-functional security tests complement each other to provide comprehensive
security coverage of Oracle products.
Functional security testing is typically executed by regular product Quality Assurance (QA) teams as part of normal product
testing cycle. During this testing, QA engineers verify conformance of implemented security features to what had been
previously agreed upon in the functional specifications during the architectural and checklist reviews process.
Security assurance analysis and testing verify security qualities of Oracle products against various types of attacks. There
are two broad categories of tests employed for testing Oracle products: static and dynamic analysis:
 Static security analysis of source code is the initial line of defense used during the product development cycle.
Oracle currently uses the Fortify static code analyzer, as well a variety of internally developed tools, to help catch
problems while code is being written.
 Dynamic analysis activity takes place during latter phases of product development. Dynamic analysis is aimed at
externally visible product interfaces and APIs, and frequently relies on specialized tools for testing. Both manual
and automatic tools are used for testing within Oracle. Automatic tools employ fuzzing technique to test network-
accessible product interfaces and protocols, while manual tools require making the modifications by hand.
Note that under Oracle Software Security Assurance, Oracle is committed to protecting all customers equally and will not
provide information to individual customers. As a result, Oracle does not share security testing results that may result in
disclosing certain vulnerabilities or inner working of security-sensitive functions. Oracle will not share artifacts collected
under Oracle Software Security Assurance policies and programs.
CUSTOMER DATA PROTECTION

Oracle’s media sanitation and disposal policy defines requirements for removal of information from electronic storage
media (sanitization) and disposal of information which is no longer required to protect against unauthorized retrieval and
reconstruction of confidential data. Electronic storage media include laptops, hard drives, storage devices and removable
media such as tape.
REFERENCE
As stated above, these security practices should be read in conjunction with any more detailed security practices created by
Oracle’s Cloud, Global Customer Support, Consulting and Advanced Customer Services lines of business, which are available
for review and also incorporated into the applicable order for services. More details on these practices can be found at:
 Cloud Hosting & Delivery Policies
 Global Customer Support Security Practices
 Consulting Security Practices
 Advanced Customer Services Security Practices
These practices are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of security
specified in this document during the performance of services under an order.
REVISION HISTORY
Version 2.1 20 May 2021 Clarified operational responsibilities for Incident Response.
Version 2.2 10 Sep 2021 Added wireless network management practices. Updated Operations
Management, Incident Response, Technical Vulnerability Management and
Access Control sections.

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Oracle Corporate Security Practices

February, 2022

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Item 13: ORACLE

February 15, 2022

Lubbock Power & Light

Electric Utility Board

Agenda Item Summary

Meeting Date: February 15, 2022

Capital Project Number: 92689

Expended Contract or PO Number

Agenda Items February 15, 2022 Contract or PO Number

Estimated Costs for Remaining Appropriation

WHEREAS, Lubbock Power & Light is the municipally owned electric

WHEREAS, pursuant to that certain Contract for Products and Related

WHEREAS, pursuant and subject to the DIR Agreement, LP&L desires to

WHEREAS, the Services are a necessary component to implement

WHEREAS, Oracle has experience in providing the Services;

BE IT RESOLVED BY THE ELECTRIC UTILITY BOARD OF THE CITY OF

THAT the Director of Electric Utilities be and is hereby authorized and

Dan Odom, Chairman

Gwen Stafford, Board Secretary

Customer Name: City of Lubbock, acting by and Oracle America, Inc.

ORACLE CONTRACT INFORMATION

Ordering Document Number: US-10368397

All fees on this ordering document are in US Dollars.

Services Reference Fees Estimated Total Fees and

3. Change Control Process.

4. Ordering Document Definitions.

5. Assignment of this Ordering Document

6. Data Center Region

7. Services Privacy/Services Security.

10. Texas Public Information Act

11. 2274 Ownership.

12. Non-Discrimination against Firearm Entities/Trade Associations.

INTENTIONALLY LEFT BLANK

City of Lubbock, acting by and ORACLE AMERICA, INC.

FIXED PRICE EXHIBIT

ORACLE CONTRACT INFORMATION

1. Description of Services and Deliverables.

1. Project Management Services

2. Focus Phase Services.

7. Smart meter management (“SMM”); and

b. Interfaces and integrations

c. Technical troubleshooting and triage assistance to Configuration Migration Assistant

3. Refine Phase Services.

Solution Set Configuration Item Business Process

Solution Set Configuration Item Business Process

Batch Processes/Parameters N/A

4. Enable Phase Services.

5. Live-Operate Phase Services.

Figure 1 – Oracle Assist Hours:

Bucket Hours* Purpose Estimated Description

Bucket Hours* Purpose Estimated Description

Deliverable Name Estimated Description

Deliverable Name Estimated Description

2. Your Obligations and Project Assumptions.

A. Your General Obligations.

B. Your Project Management Office and Project Management Obligations.

C. Your Focus Phase Obligations.

D. Your Refine Phase Obligations.