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Agreement A-22-587 with Mythics Inc.pdf
Agreement No. 22-587 10.24.2022 version 1 AGREEMENT 2 THIS AGREEMENT is made and entered into this 13" day ofDecember, 2022, by and between 3 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as 4 "COUNTY", and Mythics, Inc, a corporation whose address is 4525 Main Street, Suite 1500, Virginia 5 Beach, VA, 23468, hereinafter referred to as "CONTRACTOR". 6 WITNESSETH: 7 WHEREAS, the Department of Social Services (DSS) requires updated Oracle products in order to 8 interface with CaISAWs, the automated welfare eligibility system for the purpose of data extraction, 9 tracking, management, and reporting across multiple systems; and 10 WHEREAS, DSS requests to migrate databases from the Oracle On-Premises Business Enterprise 11 Edition to the Oracle Cloud Infrastructure (OCI) and Oracle Autonomous Database; and 12 WHEREAS, CONTRACTOR represents to COUNTY, that the professional services from 13 CONTRACTOR would meet the stated needs of the COUNTY. 14 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein 15 contained, the parties hereto agree as follows: 16 1. CONTRACTOR'S SERVICES 17 CONTRACTOR shall perform all services as set forth in Exhibit A, Summary of Services, 18 attached hereto and incorporated herein by this reference. 19 CONTRACTOR shall provide specified services and activities pursuant to the staffing patterns 20 and program expenses detailed in Exhibit B, Budget Summary, attached hereto and incorporated herein 21 by this reference. 22 CONTRACTOR represents that it is qualified, ready, willing, and able to perform all of the 23 services provided in this Agreement. 24 CONTRACTOR shall, at its own cost, comply with all applicable federal, state, and local laws 25 and regulations in the performance of its obligations under this Agreement, including but not limited to 26 workers compensation, labor, and confidentiality laws and regulations. 27 28 -1- 10.24.2022 version 1 2. TERM 2 The term of this Agreement shall commence upon execution through and including November 3 30, 2025. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods 4 upon written approval of both parties no later than thirty (30) days prior to the first day of the next twelve 5 (12) month extension period. The Director of the Department of Social Services (DSS) or his or her 6 designee is authorized to execute such written approval on behalf of COUNTY based on 7 CONTRACTOR'S satisfactory performance. The extension of this Agreement by COUNTY is not a 8 waiver or compromise of any default or breach of this Agreement by CONTRACTOR existing at the time 9 of the extension whether or not known to COUNTY. 10 3. TERMINATION 11 A. Non-Allocation of Funds 12 The terms of this Agreement, and the services to be provided hereunder, are contingent on the 13 approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the 14 services provided may be modified, or this Agreement terminated, at any time by giving the 15 CONTRACTOR thirty (30) days advance written notice. 16 B. Breach of Contract 17 The COUNTY may suspend or terminate this Agreement in whole or in part, where in the 18 determination of the COUNTY there is a breach.: 19 1) Obtained or used funds illegally or improperly; 20 2) A failure to comply with any term of this Agreement; 21 3) A substantially incorrect or incomplete report submitted to the COUNTY; or 22 4) Improperly performed any of its obligations under this Agreement. 23 Upon determining that a breach (as defined above) has occurred, COUNTY may give written 24 notice of the breach to CONTRACTOR. The written notice may suspend performance under this 25 Agreement, and must provide at least 30 days for CONTRACTOR to cure the breach. 26 If CONTRACTOR fails to cure the breach to COUNTY's satisfaction within the time stated in the 27 written notice, COUNTY may terminate this Agreement immediately. 28 -2- 10.24.2022 version 1 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any 2 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither 3 shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach 4 or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the 5 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of 6 the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR 7 shall promptly refund any such funds upon demand. 8 Any termination of this Agreement by the COUNTY under this Section Three is without penalty to 9 or further obligation of the COUNTY. This Section Three survives the termination of this Agreement. 10 C. Without Cause 11 Under circumstances other than those set forth above, this Agreement may be terminated by 12 CONTRACTOR, COUNTY or COUNTY's DSS Director, or designee, upon the giving of thirty (30) days 13 advance written notice of an intention to terminate this Agreement. 14 4. COMPENSATION 15 For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay 16 CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with the Exhibit B, 17 Budget Summary. 18 In no event shall compensation paid for services performed under this Agreement be in excess of 19 One Million, Six Hundred Seventy-Six Thousand, Two Hundred Fifteen Dollars ($1,676,215) during the 20 term of this Agreement. For the period from date of execution to November 30, 2025, in no event shall 21 compensation paid for services performed under this agreement be in excess of One Million, One Hundred 22 Eleven Thousand, Nine Hundred Twenty-Nine Dollars ($1,111,929). Should this Agreement be extended, 23 the maximum compensation for each subsequent 12-month period shall be as follows: December 1, 2025, 24 to November 30, 2026, in no event shall compensation paid for services performed under this Agreement 25 be in excess of Two Hundred Eighty-Two Thousand, One Hundred Forty-Three Dollars ($282,143), and for 26 December 1, 2026, to November 30, 2027, in no event shall compensation paid for services performed 27 under this Agreement be in excess of Two Hundred Eighty-Two Thousand, One Hundred Forty-Three 28 Dollars ($282,143). -3- 10.24.2022 version 1 The Contractor is solely responsible for all of its costs and expenses that are not specified as 2 payable by the County under this Agreement. If CONTRACTOR should fail to comply with any provision of 3 the Agreement, COUNTY shall be relieved of its obligation for further compensation. Any compensation 4 which is not expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall 5 automatically revert to COUNTY. 6 CONTRACTOR acknowledges that COUNTY is a local government entity, and does so with notice 7 that the COUNTY's powers are limited by the California Constitution and by State law, and with notice that 8 CONTRACTOR may receive compensation under this Agreement only for services performed according to 9 the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount 10 payable under this section. CONTRACTOR further acknowledges that COUNTY's employees have no 11 authority to pay CONTRACTOR except as expressly provided in this Agreement. 12 The services provided by the CONTRACTOR under this Agreement are funded in whole or in part 13 by the State of California and the United States Federal government. In the event that funding for these 14 services is delayed by the State Controller or the Federal government, COUNTY may defer payment to 15 CONTRACTOR. The amount of the deferred payment shall not exceed the amount of funding delayed to 16 the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of time of the 17 State Controller's or Federal government's delay of payment to COUNTY plus forty-five (45) days. 18 5. INVOICING 19 CONTRACTOR shall invoice COUNTY's DSS in arrears by the tenth (101") of each month for 20 expenditures incurred and services rendered in the previous month to: 21 DSSlnvoices(c)_fresnocountyca.gov. Payments by COUNTY's DSS shall be in arrears for actual services 22 provided during the preceding month, within forty-five (45) days after receipt, verification, and approval 23 of CONTRACTOR's invoices by COUNTY's DSS. A monthly activity report shall accompany the invoice, 24 reflecting services supported by the invoiced expenditures and be in a form and in such detail as 25 acceptable to the COUNTY's DSS. All final claims for funding shall be submitted by CONTRACTOR 26 within sixty (60) days following the final month of services. At the discretion of COUNTY's DSS Director 27 or his/her designee, COUNTY's DSS may deny payment of any invoice received more than sixty (60) 28 days following the final month of services. -4- 10.24.2022 version 1 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is otherwise 2 not in proper form or detail, COUNTY's DSS Director or designee shall have the right to withhold 3 payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior written 4 notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide 5 services for a period of ninety (90) days after written or email notification of an incorrect or improper 6 invoice. If after the ninety (90) day period the invoice has still not been corrected to COUNTY's DSS 7 satisfaction, COUNTY or COUNTY's DSS Director or designee may elect to terminate this Agreement, 8 pursuant to the termination provisions stated in Paragraph Three (3) of this Agreement. 9 6. MODIFICATION 10 A. Any matters of this Agreement may be modified from time to time by the written 11 consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder. 12 B. CONTRACTOR agrees that reductions to the maximum compensation set forth in 13 Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal 14 sources. Any such reduction to the maximum compensation may be made with the written approval of 15 COUNTY's DSS Director or designee and CONTRACTOR. CONTRACTOR further understands that 16 this Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies which 17 affect the provisions, term, or funding of this agreement in any manner. If the parties do not provide 18 written approval for modification due to reduced funding, this Agreement may be terminated in 19 accordance with Section 3.A. above. 20 7. INDEPENDENT CONTRACTOR 21 In performance of the work, duties and obligations assumed by CONTRACTOR under this 22 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the 23 CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an 24 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 25 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no 26 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its 27 work and function. However, COUNTY shall retain the right to verify that CONTRACTOR is performing 28 its obligations in accordance with the terms and conditions of this Agreement. -5- 10.24.2022 version 1 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and 2 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 3 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no 4 right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be 5 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee 6 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all 7 matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security 8 withholding and all other regulations governing such matters. It is acknowledged that during the term of 9 this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to 10 this Agreement. 11 8. INDEMNITY AND DEFENSE 12 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the 13 COUNTY, its officers, agents, employees, and volunteers from any and all demands, injuries, damages, 14 costs, and expenses (including attorney's fees and costs), , fines, penalties, liabilities, claims, and 15 losses of any kind occurring or resulting to COUNTY, CONTRACTORS, or any third party that arise 16 from or relate to the performance, or failure to perform, by CONTRACTOR, its officers, agents, or 17 employees, or subcontractors under this Agreement, and from any and all costs and expenses 18 (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to 19 any person, firm, or corporation who may be injured or damaged by the performance, or failure to 20 perform, of CONTRACTOR, its officers, agents, or employees under this Agreement. COUNTY may 21 conduct or participate in its own defense without affecting CONTRACTOR's obligation to indemnify and 22 hold harmless or defend the COUNTY. 23 The provisions of this Section Eight (8) shall survive termination of this Agreement. 24 9. INSURANCE 25 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third 26 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance 27 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or 28 Joint Powers Agreement(JPA)throughout the term of the Agreement: -6- 10.24.2022 version 1 A. Commercial General Liability 2 Commercial General Liability Insurance with limits of not less than Two Million Dollars 3 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This 4 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 5 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 6 liability or any other liability insurance deemed necessary because of the nature of this contract. 7 B. Automobile Liability 8 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars 9 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto 10 used in connection with this Agreement, including both owned and non-owned vehicles. 11 C. Professional Liability 12 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in 13 providing services, Professional Liability Insurance with limits of not less than One Million Dollars 14 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CONTRACTOR 15 agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years 16 following the termination of this Agreement, one or more policies of professional liability insurance with 17 limits of coverage as specified herein. 18 D. Worker's Compensation 19 A policy of Worker's Compensation insurance as may be required by the California Labor Code. 20 E. Cyber Liability 21 Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, 22 $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as 23 is undertaken by CONTRACTOR in this Agreement and shall include, but not be limited to, claims 24 involving infringement of intellectual property, including but not limited to infringement of copyright, 25 trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of 26 electronic information, release of private information, alteration of electronic information, extortion and 27 network security. The policy shall provide coverage for breach response costs as well as regulatory 28 fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these -7- 10.24.2022 version 1 obligations. 2 F. Technology Professional Liability (Errors and Omissions) 3 Technology Professional liability(errors and omissions) insurance with limits of not less than Two 4 Million Dollars ($2,000,000) per occurrence. Coverage must encompass all of the Contractor's obligations 5 under this Agreement, including but not limited to claims involving Cyber Risks. 6 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breaches, which 7 may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of the 8 Contractor's obligations under Section 1 (One) of this Agreement; (iii) infringement of intellectual property, 9 including but not limited to infringement of copyright, trademark, and trade dress; (iv) invasion of privacy, 10 including release of private information; (v) information theft; (vi)damage to or destruction or alteration of 11 electronic information; (vii) extortion related to the Contractor's obligations under this Agreement regarding 12 electronic information, including Personal Information; (viii) network security; (ix) data breach response 13 costs, including Security Breach response costs; (x) regulatory fines and penalties related to the 14 Contractor's obligations under this Agreement regarding electronic information, including Personal 15 Information; and (xi) credit monitoring expenses. 16 G. Additional Requirements Relating to Insurance 17 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance 18 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as 19 additional insured, but only insofar as the operations under this Agreement are concerned. Such 20 coverage for additional insured shall apply as primary insurance and any other insurance, or 21 self-insurance, maintained by COUNTY, its officers, agents, and employees shall be excess only and 22 not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall 23 not be cancelled or changed without a minimum of thirty (30) days advance written notice given to 24 COUNTY. 25 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and 26 employees any amounts paid by the policy of worker's compensation insurance required by this 27 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be 28 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under -8- 10.24.2022 version 1 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 2 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, 3 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the 4 foregoing policies, as required herein, to the County of Fresno, 5 DSSContractlnsu ran ce(c)fresnocountyca.gov, Attention: Contract Analyst, stating that such insurance 6 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and 7 employees will not be responsible for any premiums on the policies; that for such worker's 8 compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its 9 officers, agents, and employees any amounts paid under the insurance policy and that waiver does not 10 invalidate the insurance policy; that such Commercial General Liability insurance names the County of 11 Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only 12 insofar as the operations under this Agreement are concerned; that such coverage for additional insured 13 shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its 14 officers, agents and employees, shall be excess only and not contributing with insurance provided under 15 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a 16 minimum of thirty (30) days advance, written notice given to COUNTY. 17 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein 18 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this 19 Agreement upon the occurrence of such event. 20 All policies shall be issued by admitted insurers licensed to do business in the State of 21 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. 22 rating of A FSC VII or better. 23 10. ASSIGNMENT AND SUBCONTRACTS 24 Neither party shall assign, transfer or sub contract this Agreement nor their rights or duties under 25 this Agreement without the prior written consent of the other party. Any transferee, assignee or 26 subcontractor will be subject to all applicable provisions of this Agreement, and all applicable State and 27 Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY for the 28 performance of any transferee, assignee or subcontractor unless otherwise expressly agreed to in -9- 10.24.2022 version 1 writing by COUNTY. The use of subcontractor by CONTRACTOR shall not entitle CONTRACTOR to 2 any additional compensation than is provided for under this Agreement. 3 11. CONFLICT OF INTEREST 4 No officer, employee or agent of the COUNTY who exercises any function or responsibility for 5 planning and carrying out of the services provided under this Agreement shall have any direct or indirect 6 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be 7 employed by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the 8 COUNTY. The CONTRACTOR shall comply with all Federal, State of California and local conflict of 9 interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under 10 this Agreement and any officer, employee or agent of the COUNTY. 11 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS 12 This provision is only applicable if the CONTRACTOR is operating as a corporation or if during 13 the term of the agreement, the CONTRACTOR changes its status to operate as a corporation. 14 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing 15 transactions that they are a party to while CONTRACTOR is providing goods or performing services 16 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR 17 is a party and in which one or more of its directors has a material financial interest. Members of the 18 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and 19 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated 20 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing 21 transaction or immediately thereafter. 22 13. NON-DISCRIMINATION 23 During the performance of this Agreement, CONTRACTOR and its officers, employees, agents 24 and subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or 25 regulation against any employee or applicant for employment, or recipient of services under this 26 Agreement, because of age, ethnic group identification, sex, gender, gender identity, gender expression, 27 sexual orientation, color, physical disability, mental disability, medical condition, national origin, race, 28 ancestry, genetic information, marital status, religion, religious creed, military status, or veteran status. -10- 10.24.2022 version 1 A. Domestic Partners and Gender Identity 2 For State fund-funded contracts of$100,000 or more, CONTRACTOR certifies that it complies 3 with Public Contract Code Section 10295.3. 4 B. Americans with Disabilities Act 5 CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, which 6 prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines 7 issued pursuant to the ADA (42 U.S.C. 12101 et seq.) 8 C. CONTRACTOR shall include the non-discrimination and compliance provisions of this 9 section in all subcontracts to perform work under this Agreement. 10 14. CONFIDENTIALITY AND DATA SECURITY 11 All services performed by CONTRACTOR under this Agreement shall be in strict conformance 12 with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. 13 For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of 14 COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or 15 disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship 16 with COUNTY for the purpose of providing services under this Agreement must employ adequate data 17 security measures to protect the confidential information provided to CONTRACTOR by COUNTY, 18 including but not limited to the following: 19 A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to 20 COUNTY networks via personally owned mobile, wireless or handheld devices, except when authorized 21 by COUNTY for telecommuting and then only if virus protection software currency agreements are in 22 place, and if a secure connection is used. 23 B. Contractor-Owned Computers or Computer Peripherals may not be brought into 24 COUNTY for use, including and not limited to mobile storage devices, without prior authorization from 25 COUNTY's Chief Information Officer or her designee. Data must be stored on a secure server approved 26 by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or another type of 27 secure connection of this type if any data is approved to be transferred. 28 C. County-Owned Computer Equipment— CONTRACTOR or anyone having an -11- 10.24.2022 version 1 employment relationship with COUNTY may not use COUNTY computers or computer peripherals on 2 non-COUNTY premises without prior authorization from COUNTY's Chief Information Officer or her 3 designee. 4 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data 5 on any hard-disk drive. 6 E. CONTRACTOR are responsible to employ strict controls to insure the integrity 7 and security of COUNTY's confidential information and to prevent unauthorized access to data 8 maintained in computer files, program documentation, data processing systems, data files and data 9 processing equipment which stores or processes COUNTY data internally and externally. 10 F. Confidential client information transmitted to one party by the other by means of 11 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 12 BIT or higher. Additionally, a password or pass phrase must be utilized. 13 G. CONTRACTOR are responsible to immediately notify COUNTY of any breaches 14 or potential breaches of security related to COUNTY's confidential information, data maintained in 15 computer files, program documentation, data processing systems, data files and data processing 16 equipment which stores or processes COUNTY data internally or externally. 17 H. CONTRACTOR shall require its subcontractors to comply with the provisions of 18 this Data Security section. 19 15. CLEAN AIR AND WATER 20 In the event the funding under this Agreement exceeds One Hundred Fifty Thousand and 21 No/100 Dollars ($150,000.00), CONTRACTOR shall comply with all applicable standards, orders or 22 requirements issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal 23 Water Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations, 24 CONTRACTOR shall: 25 A. Assure the COUNTY that no facility shall be utilized in the performance of this 26 Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities; 27 B. Notify COUNTY prior to execution of this Agreement of the receipt of any 28 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be -12- 10.24.2022 version 1 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of 2 Violating Facilities; 3 C. Report each violation of the above laws to COUNTY and understand and agree 4 that the COUNTY will, in turn, report each violation as required to assure notification to the Federal 5 Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency 6 Regional Office; and 7 D. Include these requirements in each subcontract exceeding $150,000 financed in 8 whole or in part with federal assistance. 9 16. PROCUREMENT OF RECOVERED MATERIALS 10 In the performance of this Agreement, CONTRACTOR shall comply with section 6002 of the 11 Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The 12 requirements of Section 6002 include procuring only items designated in guidelines of the 13 Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of 14 recovered materials practicable, consistent with maintaining a satisfactory level of competition, where 15 the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the 16 preceding fiscal year exceeded $10,000. For contracts meeting this threshold CONTRACTOR shall 17 make maximum use of products containing recovered materials that are EPA-designated items unless 18 the product cannot be acquired: 19 i. Competitively within a timeframe providing for compliance with the 20 contract performance schedule; 21 ii. Meeting contract performance requirements; or 22 iii. At a reasonable price. 23 17. DRUG-FREE WORKPLACE REQUIREMENTS 24 For purposes of this paragraph, CONTRACTOR will be referred to as the "grantee". By drawing 25 funds against this grant award, the grantee is providing the certification that is required by regulations 26 implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations 27 require certification by grantees that they will maintain a drug-free workplace. False certification or 28 violation of the certification shall be grounds for suspension of payments, suspension or termination of -13- 10.24.2022 version 1 grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the 2 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et 3 seq.). 4 18. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND 5 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS 6 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of 7 Federal assistance funds under the terms of this Agreement. By signing this Agreement, 8 CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations, 9 including but not limited to: 7 CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549. 10 By signing this Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its 11 principals: 12 1) Are not presently debarred, suspended, proposed for debarment, declared 13 ineligible, or voluntarily excluded from participation in this transaction by any Federal department or 14 agency; and 15 2) Shall not knowingly enter into any lower tier covered transaction with an entity 16 or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily 17 excluded from participation in this transaction by any Federal department or agency. 18 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time 19 during the term of this Agreement CONTRACTOR learns that the representations it makes above were 20 erroneous when made or have become erroneous by reason of changed circumstances 21 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment, 22 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in 23 nature to this Paragraph Eighteen (18) in all lower tier covered transactions and in all solicitations for 24 lower tier covered transactions. 25 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in 26 excess of$25,000 funded by this Agreement, review and retain the proposed vendor's suspension and 27 debarment status at https://sam.gov/SAM/. 28 E. The certification in Paragraph Eighteen (18) of this Agreement is a material -14- 10.24.2022 version 1 representation of fact upon which COUNTY relied in entering into this Agreement. 2 19. GRIEVANCES 3 CONTRACTOR shall establish procedures for handling client complaints and/or grievances. 4 Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve 5 such issues when appropriate. 6 20. PROHIBITION ON PUBLICITY 7 None of the funds, materials, property or services provided directly or indirectly under this 8 Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e., purchasing of 9 tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the 10 above, publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as 11 necessary to raise public awareness about the availability of such specific services when approved in 12 advance by the Director or designee and at a cost as provided by CONTRACTOR in writing for such 13 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other 14 related expense(s). 15 21. LOBBYING AND POLITICAL ACTIVITY 16 None of the funds provided under this Agreement shall be used for publicity, lobbying or 17 propaganda purposes designed to support or defeat legislation pending in the Congress of the United 18 States of America or the Legislature of the State of California. 19 CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for any 20 political activity or to further the election or defeat of any candidate for public office. 21 22. STATE ENERGY CONSERVATION 22 CONTRACTORS must comply with the mandatory standard and policies relating to energy 23 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42 24 United States (US) Code sections 6321, et. Seq. 25 23. FRATERNIZATION 26 CONTRACTOR shall establish procedures addressing fraternization between CONTRACTOR'S 27 staff and clients. Such procedures will include provisions for informing CONTRACTOR'S staff and 28 clients regarding fraternization guidelines. -15- 10.24.2022 version 1 24. INTERPRETATION OF LAWS AND REGULATIONS 2 COUNTY reserves the right to make final interpretations or clarifications on issues relating to 3 Federal and State laws and regulations, to ensure compliance. 4 25. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 5 CONTRACTOR, its officers, consultants, subcontractors, agents and employees shall comply 6 with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal 7 policies, procedures, and directives governing projects that utilize State and Federal Funds. This 8 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair 9 employment practices, environmental protection, equal opportunity, fair housing, and all other matters 10 applicable or related to CONTRACTOR's services, the CONTRACTOR, its subcontractors, and all 11 eligible activities. 12 CONTRACTOR shall be responsible for obtaining all permits, licenses, and approvals required 13 for performing any activities under this Agreement, including those necessary to perform design, 14 implementation, operation, and maintenance of the activities. CONTRACTOR shall be responsible for 15 observing and complying with any applicable federal, state, and local laws, rules, and regulations 16 affecting any such work, specifically those including, but not limited to, environmental protection, 17 procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall provide copies 18 of permits and approvals to COUNTY upon request. 19 26. NO OBLIGATION BY FEDERAL GOVERNMENT 20 The Federal Government is not a party to this contract and is not subject to any obligations or 21 liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from 22 this Agreement. 23 27. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 24 CONTRACTOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False 25 Claims and Statements) applies to CONTRACTOR's actions pertaining to this contract. 26 28. RECORDS 27 A. Record Establishment and Maintenance 28 CONTRACTOR shall establish and maintain records in accordance with those -16- 10.24.2022 version 1 requirements prescribed by COUNTY, with respect to all matters covered by this Agreement. 2 CONTRACTOR shall retain all fiscal books, account records and client files for services performed 3 under this Agreement for at least five (5) years from date of final payment under this Agreement or until 4 all State and Federal audits are completed for that fiscal year, whichever is later. 5 B. Cost Documentation 6 1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days 7 following the end of each month, all fiscal and program reports for that month. CONTRACTOR shall 8 also furnish to COUNTY such statements, records, data and information as COUNTY may request 9 pertaining to matters covered by this Agreement. In the event that CONTRACTOR fail to provide 10 reports as provided herein, it shall be deemed sufficient cause for COUNTY to withhold payments until 11 compliance is established. 12 2) All costs shall be supported by properly executed payrolls, time records, 13 invoices, vouchers, orders, or any other accounting documents pertaining in whole or in part to this 14 Agreement and they shall be clearly identified and readily accessible. The support documentation must 15 indicate the line budget account number to which the cost is charged. 16 3) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any 17 potential State or Federal audit exception discovered during an examination. Where findings indicate 18 that program requirements are not being met and State or Federal participation in this program may be 19 imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of 20 receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY'S intent to 21 terminate this Agreement. 22 C. Service Documentation 23 CONTRACTOR agree to maintain records to verify services under this Agreement 24 including names and addresses of clients served, if applicable, and the dates of service and a 25 description of services provided on each occasion. These records and any other documents pertaining 26 in whole or in part to this Agreement shall be clearly identified and readily accessible. 27 29. PUBLIC RECORDS 28 The COUNTY is not limited in any manner with respect to its public disclosure of this -17- 10.24.2022 version 1 Agreement or any record or data that the CONTRACTOR may provide to the COUNTY. The COUNTY's 2 public disclosure of this Agreement or any record or data that the CONTRACTOR may provide to the 3 COUNTY may include but is not limited to the following: 4 A. The COUNTY may voluntarily, or upon request by any member of the public or 5 governmental agency, disclose this Agreement to the public or such governmental agency. 6 B. The COUNTY may voluntarily, or upon request by any member of the public or 7 governmental agency, disclose to the public or such governmental agency any record or data that the 8 Contractor may provide to the COUNTY, unless such disclosure is prohibited by court order. 9 C. This Agreement, and any record or data that the CONTRACTOR may provide to 10 the COUNTY, is subject to public disclosure under the Ralph M. Brown Act (California Government 11 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 12 D. This Agreement, and any record or data that the CONTRACTOR may provide to 13 the COUNTY, is subject to public disclosure as a public record under the California Public Records Act 14 (California Government Code, Title 1, Division 7, Chapter 3.5, beginning with section 6250) ("CPRA"). 15 E. This Agreement, and any record or data that the CONTRACTOR may provide to 16 the COUNTY, is subject to public disclosure as information concerning the conduct of the people's 17 business of the State of California under California Constitution, Article 1, section 3, subdivision (b). 18 F. Any marking of confidentiality or restricted access upon or otherwise made with 19 respect to any record or data that the Contractor may provide to the COUNTY shall be disregarded and 20 have no effect on the COUNTY's right or duty to disclose to the public or governmental agency any such 21 record or data. 22 30. SINGLE AUDIT CLAUSE 23 If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in 24 Federal and Federal flow-through monies annually, CONTRACTOR agrees to conduct an annual audit 25 in accordance with the requirements of the Single Audit Standards as set forth in Office of Management 26 and Budget (OMB) Title 2 of the Code of Federal Regulations Part 200. CONTRACTOR shall submit 27 said audit and management letter to COUNTY. The audit must include a statement of findings or a 28 statement that there were no findings. If there were negative findings, CONTRACTOR must include a -18- 10.24.2022 version 1 corrective action signed by an authorized individual. CONTRACTOR agrees to take action to correct any 2 material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to 3 COUNTY's DSS, Administration, for review within nine (9) months of the end of any fiscal year in which 4 funds were expended and/or received for the program. Failure to perform the requisite audit functions as 5 required by this Agreement may result in COUNTY performing the necessary audit tasks, or at 6 COUNTY's option, contracting with a public accountant to perform said audit, or, may result in the 7 inability of COUNTY to enter into future agreements with CONTRACTOR. All audit costs related to this 8 Agreement are the sole responsibility of CONTRACTOR. 9 A. A single audit report is not applicable if all CONTRACTOR's Federal contracts do 10 not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR's 11 funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be 12 performed and a program audit report with management letter shall be submitted by CONTRACTOR to 13 COUNTY as a minimum requirement to attest to CONTRACTOR's solvency. Said audit report shall be 14 delivered to COUNTY's DSS, Administration, for review no later than nine (9) months after the close of 15 the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with 16 this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified 17 accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of 18 CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or 19 weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall 20 be billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY's Auditor- 21 Controller/Treasurer-Tax Collector. 22 B. CONTRACTOR shall make available all records and accounts for inspection by 23 COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal 24 Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at 25 least three (3) years following final payment under this Agreement or the closure of all other pending 26 matters, whichever is later. 27 28 -19- 10.24.2022 version 1 31. AUDITS AND INSPECTIONS 2 The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may 3 deem necessary, make available to the COUNTY for examination all of its records and data with respect 4 to the matters covered by this Agreement, excluding attorney-client privileged communications. The 5 CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of 6 such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this 7 Agreement. 8 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to 9 the examination and audit of the Auditor General for a period of three (3) years after final payment under 10 contract (California Government Code Section 8546.7). This section survives the termination of this 11 Agreement. 12 In addition, CONTRACTOR shall cooperate and participate with COUNTY's fiscal review 13 process and comply with all final determinations rendered by the COUNTY's fiscal review process. If 14 COUNTY reaches an adverse decision regarding CONTRACTOR's services to consumers, it may result 15 in the disallowance of payment for services rendered; or in additional controls to the delivery of services, 16 or in the termination of this Agreement, at the discretion of COUNTY's DSS Director or designee. If as a 17 result of COUNTY's fiscal review process a disallowance is discovered due to CONTRACTOR's 18 deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to 19 CONTRACTOR and this disallowance will be adjusted from CONTRACTOR's future payments, at the 20 discretion of COUNTY's DSS Director or designee. In addition, COUNTY shall have the sole discretion 21 in the determination of fiscal review outcomes, decisions, and actions. 22 32. CHILD SUPPORT COMPLIANCE ACT 23 If this Agreement includes State funding in excess of$100,000, the Contractor acknowledges in 24 accordance with Public Contract Code 7110, that: 25 A. CONTRACTOR recognizes the importance of child and family support obligations 26 and shall fully comply with all applicable state and federal laws relating to child and family support 27 enforcement, including, but not limited to, disclosure of information and compliance with earnings 28 assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of -20- 10.24.2022 version 1 the Family Code; and 2 B. CONTRACTOR to the best of its knowledge is fully complying with the earnings 3 assignment orders of all employees and is providing the names of all new employees to the New Hire 4 Registry maintained by the California Employment Development Department. 5 33. PRIORITY HIRING CONSIDERATIONS 6 If this Agreement includes State funding and services in excess of$200,000, CONTRACTOR 7 shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified 8 recipients of aid under Welfare and Institutions Code Section 11200, in accordance with Public Contract 9 Code Section 10353. 10 34. CONTRACTOR'S NAME CHANGE 11 An amendment, assignment, or new agreement is required to change the name of 12 CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change 13 COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid 14 prior to approval of said agreement. 15 35. PUBLIC INFORMATION 16 CONTRACTOR shall disclose COUNTY as a funding source in all public information and 17 program materials developed in support of contracted services. 18 36. NOTICES 19 The persons and their addresses having authority to give and receive notices under this 20 Agreement include the following: 21 COUNTY CONTRACTOR 22 Director of Social Services, County of Fresno Executive Director 23 P.O. Box 1912 Mythics, Inc. 24 Fresno, CA 93717-1912 4525 Main Street, Suite 1500 25 Virginia Beach, VA 23462 26 Either party may change the information in this section by giving notice as provided in this section. 27 All notices between the COUNTY and CONTRACTOR provided for or permitted under this Agreement 28 must be in writing and delivered either by personal service, by first-class United States mail, by an overnight -21- 10.24.2022 version 1 commercial courier service, by telephonic facsimile transmission, or by Portable Document Format (PDF) 2 document attached to an email. A notice delivered by personal service is effective upon service to the 3 recipient. A notice delivered by first-class United States mail is effective three COUNTY business days 4 after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by 5 an overnight commercial courier service is effective one COUNTY business day after deposit with the 6 overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day 7 delivery, addressed to the recipient. A notice delivered by telephonic facsimile transmission or by PDF 8 document attached to an email is effective when transmission to the recipient is completed (but, if such 9 transmission is completed outside of COUNTY's business hours, then such delivery is deemed to be 10 effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine 11 record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in 12 this section establishes, waives, or modifies any claims presentation requirements or procedures provided 13 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government 14 Code, beginning with section 810). 15 37. CHANGE OF LEADERSHIP/MANAGEMENT 16 In the event of any change in the status of CONTRACTOR's leadership or management, 17 CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change. 18 Such notification shall include any new leader or manager's name and address. "Leadership or 19 management" shall include any employee, member, or owner of CONTRACTOR who either a) directs 20 individuals providing services pursuant to this Agreement, b) exercises control over the manner in which 21 services are provided, or c) has authority over CONTRACTOR's finances. 22 38. NO THIRD PARY BENEFICIARIES 23 This Agreement does not and is not intended to create any rights or obligations for any person or 24 entity except for the parties. 25 39. AUTHORIZED SIGNATURE 26 CONTRACTOR represents and warrants to COUNTY that: 27 (A) CONTRACTOR is duly authorized and empowered to sign and perform its obligations 28 under this Agreement. -22- 10.24.2022 version 1 (B) The individual signing this Agreement on behalf of CONTRACTOR is duly authorized to 2 do so and his or her signature on this Agreement legally binds CONTRACTOR to the terms of this 3 Agreement. 4 40. ELECTRONIC SIGNATURE 5 The parties agree that this Agreement may be executed by electronic signature as provided in 6 this section. An "electronic signature" means any symbol or process intended by an individual signing 7 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed 8 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for 9 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to 10 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing 11 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or 12 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of 13 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5, 14 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, 15 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken 16 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) 17 through (5), and agrees that each other party may rely upon that representation. This Agreement is not 18 conditioned upon the parties conducting the transactions under it by electronic means and either party 19 may sign this Agreement with an original handwritten signature. 20 41. COUNTERPARTS 21 This Agreement may be signed in counterparts, each of which is an original, and all of which 22 together constitute this Agreement. 23 42. GOVERNING LAW, JURISDICTION, AND VENUE 24 The laws of the State of California govern all matters arising from or related to this Agreement. 25 This Agreement is signed and performed in Fresno County, California. CONTRACTOR consents to 26 California jurisdiction for actions arising from or related to this Agreement, and, subject to the 27 Government Claims Act, all such actions must be brought and maintained in Fresno County. 28 43. NO WAIVER -23- 10.24.2022 version 1 Payment, waiver, or discharge by COUNTY of any liability or obligation of CONTRACTOR under 2 this Agreement on any one or more occasions is not a waiver of performance of any continuing or other 3 obligation of CONTRACTOR and does not prohibit enforcement by COUNTY of any obligation on any 4 other occasion. 5 44. DISPUTES 6 In the event of any dispute, claim, question, or disagreement arising from or relating to this 7 agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, 8 claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good 9 faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to 10 both parties. During this time, the parties will continue meeting their contract responsibilities. If the 11 parties do not reach such solution within a period of 60 days, then the parties may take whatever action 12 is available to them by law. 13 45. SEVERABILITY 14 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or 15 otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make 16 best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable 17 terms intended to accomplish the parties' original intent. 18 46. CONSTRUCTION 19 The final form of this Agreement is the result of the parties' combined efforts. If anything in this 20 Agreement is found by a court of competent jurisdiction to be ambiguous, that ambiguity shall not be 21 resolved by construing the terms of this Agreement against either party. 22 47. DAYS 23 Unless otherwise specified, "days" means calendar days. 24 48. ENTIRE AGREEMENT 25 This Agreement, including its exhibits, constitutes the entire agreement between the 26 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous 27 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any 28 nature whatsoever unless expressly included in this Agreement. The Oracle Cloud Services Terms -24- 10.24.2022 version 1 (MCSA-PS v1221) attached as Exhibit D shall prevail for all matters pertaining to Oracle and the Annual 2 OCI Subscription. This Agreement along with Exhibit A shall govern as to the relationship between 3 Contractor and County as it relates to Contractor's role as the provider of professional services. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -25- 10.24.2022 version 1 The parties are executing this Agreement on the date stated in the introductory clause. 2 CONTRACTOR: COU T OFFRESNO 3 Diam;t�- I L�&= L�J, Brian Pacheco, Chairman of the 4 Board of Supervisors of the County of Fresno 5 Print Name: Deonte J. Wafters, CCMAP 6 Title: Vice President, Contracts Chairman of the Board, or 7 President, or any Vice President ATTEST: 8 Bernice E. Seidel Clerk of the Board of Supervisors 9 County of Fresno, State of California 10 KeWn HWgk1w Nov 15.20221016 EST) 11 B Kevin Hod kiss Print Name: 9 Y: 12 Deputy Title: Chief Financial Officer 13 Secretary (of Corporation), or 14 any Assistant Secretary, or Chief Financial Officer, or 15 any Assistant Treasurer 16 17 Mailing Address: 18 4525 Main Street, Suite 1500 19 Virginia Beach, VA 23462 20 Contact: Deonte J. Watters 21 Phone No: (757) 233-4275 22 23 FOR ACCOUNTING USE ONLY: Fund/Subclass: 0001/10000 24 ORG No.: 56108550 25 Account No.: 7295 26 27 SB.ja 28 -26- Exhibit A Summary of Services & Quote ORGANIZATION: Mythics, Inc. ADDRESS: 4525 Main Street, Suite 1500 Virginia Beach, VA 23462 TELEPHONE: (757) 233-4275 CONTACT: Deonte J. Watters EMAIL: dwatters@mythics.com SERVICES: OCI Platform and Autonomous Database Subscription SERVCIE DESCRIPTION Mythics, Inc., (CONTRACTOR) shall be responsible for migrating Fresno County Department of Social Services (DSS) databases from Oracle On-Premises Enterprise Business system to the Oracle Cloud Infrastructure Platform and continuous system monitoring upon successful database migration. CONTRACTOR'S RESPONSIBILITIES To be performed as outlined in the following scope of work. COUNTY RESPONSITILITIES To be performed as outlined in the following scope of work. 3 MYTHICS' OBIEE, ODI, AND ORACLE DATABASE TO OCI #149701 Fresno County Department of Social Services (DSS) October 27, 2022 Submitted by: Mythics, Inc. 4525 Main Street, Ste. 1500, Virginia Beach, VA 23462 CAGE: 1TA34 I DUNS: 013358002 Brandon Pace Sr. Consulting Sales Manager Voice : 757-452-6296 Fax : (757) 412-1060 bpace@mythics.com "This SOW includes data that shall not be disclosed outside Customer and shall not be duplicated, used,or disclosed--in whole or in part—for any purpose other than to evaluate this SOW.If,however,a contract is awarded to this offeror as a result of--or in connection with--the submission of this data, Customer shall have the right to duplicate, use,or disclose the data to the extent provided in the resulting contract. This restriction does not limit Customer's right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained in all pages of this SOW." Mythics has made every reasonable attempt to ensure that the information contained within this proposal is accurate, current, and properly sets forth the requirements as have been determined at the time of submission. The parties acknowledge and agree that the other party assumes no responsibility for errors that may be contained in or for misinterpretations that readers may infer from this document. MYTHICS'" F_ A Mythic Emergent Group Company About Mythics Our Mission To enable our customers to solve complex business problems using agile and innovative solutions, that leverage industry-leading technologies and our team of talented professionals. Mythics Overview When it comes to assuring success in applying Oracle technology, there is no substitute for experience. And there is no Oracle partner in the world more experienced than Mythics. As a 1 Ox Oracle Partner of the Year award winner, we have an unequaled record of delivering Oracle solutions that meet or exceed customers' requirements for performance, effectiveness, and value. Our firm has devoted 21 years to building a company driven to deliver these results, time after time, throughout thousands of successful engagements and hundreds of thousands of Oracle transactions. Mythics represents the full catalog of Oracle cloud, software, hardware, Engineered Systems, appliances,training, and support products. We are a leading Oracle partner in North America and serves as a trusted IT advisor to thousands of organizations worldwide in both the public and private sectors. Relevant Awards and Accomplishments • Mythics has architected, implemented, migrated, or maintains 65+Client OCI environments across multiple industries and workloads including Oracle enterprise ERP applications. • Served as the Co-Chair of the Oracle Cloud Advisory Board, which provides direct access to key Oracle Cloud product development experts and leadership • Oracle Partner Network: Cloud and Tech MVP- FY'19, FY'20 • Oracle Partner Network: Specialized Partner of the Year-North America: Complete Cloud Transformation- FY'16 • Oracle Partner Network: Specialized Partner of the Year-North America: Linux and Virtualization- FY'16 • Oracle Partner Network: Specialized Partner of the Year-North America: Oracle Excellence Award- FY'13, FY'14, FY'15 • ISO 9001:2015 Certified • 50+ Certified Cloud Consultants • Oracle Cloud Service Provider Program Member • Oracle's largest North American and Global leader as l Ox Oracle Partner of the Year • #1 Oracle Partner in North America with over 74 Oracle Partner Network Expertise • 30%more Oracle cloud expertise than any other partner in North America • World class Net Promoter score of 90 Quality and Project Management Approach Mythics recognizes the importance of quality and the controls required to ensure consistent, repeatable high-quality results on all of our client engagements. As such,we undertook an extensive internal effort to analyze, document, and formalize a Mythics Quality Management ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 1 W! MYTHICS,. A Mythl s Emergent Group Company System(QMS). Our QMS was designed around industry-leading standards (PMI), and covers all aspects of our services organization, from properly scoping and responding to opportunities, into the management and execution of programs, and continues through project close-out and reporting activities. In 2018, Mythics received ISO 9001:2015 certification through the successful execution of our QMS, and we have maintained this accreditation through external audits ever since. This quality management certification and standard demonstrates our organization's commitment to quality assurance, control and management. It also confirms our team uses thoroughly defined and proven processes to deliver high-quality solutions to our clients. Mythics Consulting also has experts on staff that are Agile Certified Scrum Masters (CSM), Project Management Professionals (PMP) and ITIL certified. These advanced IT solution design, quality management and project management certifications ensure our customers are working with expert certified professionals. `�< MAN4o ITI L® , , 111 P IV MYTHICS'" CONSULTING ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 2 MYTHICS'" A Mythics Emergent Group Company 1. Background Fresno County DSS (Client) is currently using Oracle Business Intelligence Enterprise Edition (OBIEE), Oracle Data Integrator (ODI), and Oracle Database and is interested in moving the environment from its current On-Premises deployment to Oracle Cloud Infrastructure. The following Statement of Work will outline an estimated migration tasks and preliminary timeline for accomplishing the migration. 1.1 Environment Snapshot Client is currently running OBIEE, Oracle Database and ODI that they would like to move to the cloud. Specific information about each environment is detailed in the table below: Oracle Technology Detail OBIEE Version: 12.2.1.5.4 Reports: — 2000 Environments: - Prod - QA - Dev Oracle Database Oracle Database 11g (Will be upgraded before migration) - timestdy - tstdydev - HSFCISP - cisaudit - ihssprod Oracle Database 12c - cisdmdb - cisprod - cistest - cisrpldb ODI Version 12.1.3 (Will be upgraded to 12.2.4 during migration) - ODI Standalone - ODI Studio Table 1 —Environment Snapshot ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 3 MYTHICS'" A Mythics Emergent Group Company 1.2 Oracle Cloud Infrastructure—Bill of Materials ROM The Draft Bill of Materials shown below in Appendix A shows the estimated set of resources and quantities that will be needed to support the environment assuming all resources are up 100% of the time. Mythics has provided that BOM as "Appendix A"to this agreement. The BOM represents the anticipated consumption,but you will only be billed for actuals. 2. Scope of Services Mythics will provide the following services to work with Client in the migration to OCI • Project Management of the project • Create an OCI Tenancy Design • Build out the Design in OCI • Migrate Oracle Workloads o Oracle Database 12c to ADW 19c o OBIEE to OAC o ODI to OCI • Setup operational procedures (backups, monitoring) • Post Go live support. • Sustainment Services—Monitoring and Ad Hoc Support 2.1 Project Management Mythics will provide a project manager to oversee the Mythics execution of the project. Our PM will • Create Project Schedule and Project Plan • Develop Communication plan • Manage Scope, Schedule, and Budget • Track progress against schedule • Manage risk and project execution 2.2 Oracle Cloud Infrastructure—Tenancy Design The OCI tenancy is provisioned by Oracle and delivered to the client. Mythics will verify the following support services have been established. • Setup initial compartments, users, and roles in the environment • Setup limited cloud administrator role to be utilized by project team. • Register and validate CSI#with My Oracle Support Once the tenancy has been set up,Mythics will provide up to four(4)weeks of support to plan and design the fundamental services required to effectively migrate, run, and manage the applications ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 4 MYTHICS'" A Mythics Emergent Group Company in the OCI environment. Mythics will bring to the project an initial reference architecture design. Through a series of workshops and discovery,Mythics will tailor this reference architecture to the needs of Client.The full workshop agenda will be finalized by the project delivery team,but typical workshops include: 1. OCI Logical Architecture—During this workshop the team will • Provide Client an orientation to OCI architecture • Review options for external infrastructure connectivity/access • Review proposed options for internal infrastructure connectivity/access • Review a logical layout of environments (Web/App/Data Tiers for In-Scope Environments) 2. OCI Networking Workshop. Mythics will lead the Client team in defining connectivity from OCI resources to external (On-Prem and non- Client networks). During this workshop the team will review: • Gateways and routes • FastConnect and/or external direct connection requirements • Site to site OCI Gateway VPN • Remote Access Methods • Virtual Cloud Network • Subnets • Network Security Groups &Rules • Security Lists &Rules • Routing Tables • Gateways 3. OBIEE Review Mythics will lead the Client team in reviewing the current OBIEE implementation covering: • Review of features in use/compatibility • Validate subject areas and dashboards to migrate • Review security methods and user profiles 4. ODI Review Mythics will lead the Client team in reviewing the current ODI implementation covering: • Review of features in use • Review CDC procedure • Review transformations • Review security methods and user profiles 5. OCI Database Planning. Mythics will lead the Client team in defining the overall database configuration of our environment. This will include: • Review the number and types of databases to be configured. ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 5 MYTHICS ' • Database sizing • Availability,backup, and recovery requirements review o Recovery Time Objective o Recovery Point Objective o Availability Requirements o Database backups o OS-level backups • Review the appropriate logical/physical migration method and appropriate database synchronization tooling. • Finalize data migration method and any Client approvals required. • Review method of upgrading the databases 6. OCI Administration, Security & Governance. Mythics will lead the Mythics/ Client team in defining the management and governance practices relevant to OCI architecture. This will include: • Access policies(MFA,password complexity) • Compartments • Groups &Policies • Audit During the Governance and security workshop, Mythics will review the basic governance and management of the cloud tenancy. At the conclusion of the workshops, The Mythics team will present an overall OCI Architecture diagram and overall draft design workbook to the client team for review. The design will include: • Logical Architecture Diagram. o Environment level breakdown o Routes o Gateways o VCN o Subnets o Compute o Local Storage o Shared Storage o Database Layout • Design Workbook o Proposed access control approach for OCI administration - Groups & Policies section o Routes o Gateways ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 6 MYTHICS"' �� A Mythics Emergent Group Co.......ny o VCN o Subnets o Routes/Tables o Security Lists/Rules o Compute o Local Storage o Shared Storage ■ Compartments ■ Groups &Policies 2.3 OCI Environment Build Using the design developed in the workshops, Mythics will build out the environment described in the design. This will include • Creating the required Virtual Cloud Network (VCN) to run the necessary Compute and Database instances within OCI. This includes such items as Internet Gateway, NAT gateways and service gateways, along with the Security Lists for the applications listed in the environment snapshot • Creating the necessary compartments to logically segregate environments (development, test,production) • Creating the necessary compute instances • Creating and attaching Block Storage to the various Compute Instances as required • Creating and allocating Object Storage as required. 2.4 Oracle Workload Migration Mythics will migrate ODI, OBIEE, and Oracle Databases. This will be accomplished through several migration iterations as we build out each environment identified in the environment snapshot. Mythics will refine its steps and approach with each migration applying lessons learned and documenting our steps and procedures in a run book. The run book will be utilized in the final production migration. Specific migration plans will be detailed by the delivery team, but typical steps include: • Database Migration. Mythics will migrate the database utilizing standard Oracle tools such as Data Pump, Data Guard or RMAN Duplicate. Specific tooling will be based upon uptime requirements and at the discretion of the project team. Databases will be migrated to Autonomous Data Warehouse (ADW). If ADW ends up not being supported for certain databases, the delivery team will migrate to Database Cloud Service instead. • OBIEE Migration. Mythics will migrate OBIEE to Oracle Analytics Cloud (OAC) utilizing tools such as the WebLogic Scripting Tool (WLST) . This will include reconfiguring the data source connection information and importing content into OAC. • ODI Migration Mythics will do an out-of-place upgrade for your current version of ODI 12.1.3 to ODI 12.2.4 in Oracle Cloud Infrastructure. Specific migrations methods will be determined during the project,but the typical task flow includes: ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 7 MYTHICS"' �, A My[hics Emergent Group Company o Environment Analysis o Export ODI repository metadata o Create ODI compute from the OCI marketplace o Re-Install and Re-Configure ODI components as required (e.g., Knowledge Modules) o Create migration script to upgrade and migrate repository from older version to new version o Import repository data into new system o Configure the new instance in OCI o Test and validate • Production Cut-over/Go Live. Mythics will work with the client to perform the final production cutover and go live. This includes the following o Develop cutover communication plan and timeline o Mock cutover to ensure readiness o Final database migration during off hours o Up to four(4) calendar weeks of post go live support. Figure 1 includes an example timeline for the migration project into OCI that is subject to change. Specific timelines will be determined during the planning phase with the delivery team. W1 W2 W3 W4 WS W6 W7 W8 W9 W10 W11 W12 W13 W14 W15 Database Migration Plan/Design OCI Tenancy Build/Configure Database Migration Testing Validation Database Go-Live ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 8 MYTHICS"' �_ AMYLM1ics Eint<� n:G roup.....l>•.ny W1 W2 W3 W4 WS W6 W7 WS W9 W10 W11 W12 W13 W14 W15 Database Migration Plan/Design OCI Tenancy Build/Configure Database Migration Testing Validation Database Go-Live ODI Migration Plan/Design Build ODI in OCI Build Migration Script Import Repo Data into OCI Test and Validate Post Go Live Support Figure 1 —Initial timeline example. ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 9 MYTHICS'" A Mythics Emergent Group Company 2.5 Setup Environment Operations Processes Mythics will setup operational processes to support the management and availability of the applications within OCI. This will include • Implementing database backup procedures • Setting up standard thresholds and alerts using OCI notification services. 3. Client Responsibilities • Provide subject matter expertise on the technical aspects of the applications. • User acceptance testing of the applications. • Provide Networking support to assist in the configuration any necessary connectivity between OCI and On-Premises network. • Providing VPN connectivity for project team. • Participating in design workshops • Providing administrator access to the client's OCI tenancy. 4. Assumptions Mythics has made every effort to accurately assess and estimate the requested consulting services. As no discovery effort is ever holistically exhaustive, a summary of assumptions made by Mythics in assembling this Statement of Work is below. If any assumptions prove to be invalid during delivery, adjustments to schedule, scope, or budget outlined herein may be required to complete the Description of Services. • All work can be done remote • Client does not currently maintain an active support contract with Oracle for upgrades • Client will maintain on premise technical infrastructure (such as hardware, software, and network) needed to complete project work. Unplanned outages or downtime that impact project work will necessitate a change order. • Client is responsible for on-premises network configuration and testing. Requests for Mythics assistance with OnPrem to OCI network troubleshooting will necessitate a change request. • Client will coordinate any downtime required of existing systems. • Client will handle all organizational change management activities including but not limited to corporate communications, business process changes, or policy changes. • Client will ensure that appropriate personnel are available to meet with Mythics, as necessary. • Client will provide Mythics access to technical resources, information, and facilities necessary to execute the services in this Statement of Work. Client will provide Mythics with remote access, such as VPN, SSH, RDP, etc. as needed. ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 10 MYTHICS'" A Mythics Emergent Group Company • The standard features and functionality of Oracle products are working as they have been designed. If bugs are found with the software, it may affect the timeline and estimated fees. • Client will maintain annual technical support for the Oracle software and hardware throughout the term of the services. • Integrations are out of scope unless specifically defined in this document. • The Mythics professional working day is eight hours, including reasonable time for meals. Mythics understands that occasions arise during client engagements that require a longer or shorter working day. Mythics will not extend engagements when delays result from Client inability to meet stated prerequisites prior to an engagement, nor when delays result from Client personnel not being available to provide required support. 5. Out of Scope Items • Any functional enhancements to the applications are considered out of scope. • Any application upgrades are considered out of scope with the exception of the ODI out- of-place upgrade • Refactoring code for ODI for source system changes from CalWIN to new CaISAWS • Any process changes or application redevelopment due to the upgrade are considered out of scope. • Integration with Single Sign On or Yd party apps is out of scope • Configuration of integrations and interfaces is out of scope with the exception of opening up necessary ports and OCI access. • Sustainment Services 6. Managed Services Mythics will provide a Managed Service Consulting subscription to deliver 24 X 7 automated Monitoring Services and as needed SME support to Fresno County to maintain and support their Oracle Cloud environment. The subscription includes the following activities: • 24 X 7 Automated Monitoring Services • Monitoring Set Up • Automated Incident Management through our portal • As Needed SME support based on 120 Not to Exceed(NTE) hours Environment Snapshot: Managed Services pricing is based on the number of virtual machines and databases being monitored. The current pricing that is presented covers monitoring for ODI and the Databases. Pricing can be adjusted accordingly if the scope of the environment is increased or decreased. Oracle Technology Detail ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 11 [ MYTHICS'" `�. A Mythics Emergent Group Company Oracle Database Oracle Database 11g (Will be upgraded before migration) - timestdy - tstdydev - HSFCISP - cisaudit - ihssprod Oracle Database 12c - cisdmdb - cisprod - cistest - cisrpldb ODI Version 12.1.3 (Will be upgraded to 12.2.4 during migration) - ODI Standalone - ODI Studio 6.1 Automated Monitoring Service Our monitoring service is composed of two components: Monitoring setup and Monitoring Services 1. Monitoring Setup Mythics will work with your team in obtaining appropriate access to configure your existing Oracle Enterprise Manager to monitor the items listed in the environment snapshot. Mythics will install and configure OEM if not already running at the client site. Mythics will configure monitoring and alert thresholds per our best practices and integrate alert output with our incident management system and Service Portal.Through our configuration Mythics and the client will Reduce unnecessary alerting and quiet noisy systems Correlate alerts to reduce redundant notifications Multiple alerting channels through email, phone,text 2. Monitoring Services Mythics will provide automated monitoring services of your environment listed in the environment snapshot 24 hours a day,7 days a week to identify nonstandard activity("Event"). Our monitoring service is a combination of reactive automated monitoring through the use of Oracle Enterprise Manager and proactive monitoring of key environment components such as database logs, backups etc through our scripts and pillars. 3. Incident Management Each event that causes an unplanned interruption or exceeds an alert threshold shall be referred to as an incident("Incident"). For each incident, Mythics will ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 12 i l MYTHICS"' �, A My[hics Emergent Group Company a. Receive, acknowledge and validate the Incident. b. Categorize the Incident based upon the Mythics Severity Level definitions. The definitions of Mythics' Severity Levels are outlined in appendix A c. Create an Incident ticket in the Portal for Incidents assigned as Severity 1 or Severity 2; d. Mythics will use reasonable efforts to notify the Client contact of a Severity 1 or Severity 2 Incidents within the SLA parameters e. Report and manage the volume of incidents through or portal. f. Mythics will determine whether to open a Support Request("SR")with Oracle support as necessary and include relevant information in the Portal. g. At the client's request,the client may use the As Needed support hours to have Mythics assist in resolving the incidents reported through the monitoring service. 6.2 Subject Matter Expert(SME) Consulting Subscription Services Mythics will make consultants available throughout a twelve-month term.These hours are general- purpose, staff augmentation hours and can include maintenance, training, planning, upgrades or activities within any typical operational environment (backups, replication, root cause analysis, etc). When paired with our Monitoring service, customers will most often use the SME Consulting Subscription to resolve incidents. To request Mythics' engagement, customers will work with their Technical Account Manager(TAM) or log tickets in the Service Desk. As much information as possible about the request(server names, error numbers, screen shots, etc) should be provided to speed up the resolution process. The subscription hours cannot be used for environments or systems not in-scope. All Service Requests (at any level) must follow the lead time requirements shown below: Table 2 Expected Activity Expected Working Hours Lead Time Duration <2 hours Normal business day 2 business days After hours Out of Scope 2-8 hours Normal business day 3 business days After hours Out of Scope 8-40 hours Normal business day 4 business days After hours Out of Scope 40-60 hours Normal business day 2 calendar weeks After hours Out of Scope ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 13 I MYTHICS'" ��, A Mythics Emergent Group Company >60 hours Normal business day Determined via the Special Request process After hours Out of Scope Expected activity duration will be established solely by the Mythics Technical Account Manager. Time in which the Mythics team is in "standby" awaiting a request does not incur hours. The minimum time logged for any subscription hours is 30 minutes (0.5 hours). After the first thirty minutes,time is tracked and used in 15-minute increments or fraction thereof. If the customer wishes to purchase additional hours, they can increase the Not to Exceed (NTE) hours or extend the term of the subscription. Mythics will utilize a combination of the below labor categories to deliver on the services within this Consulting Subscription. Selection of the specific consultant and/or labor category to perform any action resides solely with Mythics. Table 3 Senior Solution Architect Staff Consultant Solution Architect Associate Consultant Senior Principal Consultant Program Manager Principal Consultant II Project Manager II Principal Consultant I Project Manager I Senior Consultant 6.3 Administrative Services 1. Technical Account Manager Mythics includes a Technical Account Manager(TAM) as part of our SME Subscription engagement. The TAM is the primary technical client point of contact throughout the subscription term and ensures delivery excellence through driving tasks to the right Mythics SME, driving issues to resolution, tracking service tickets and metrics, and helping direct the technical team responsible for delivering the services to our customers. Status reporting will also be communicated through the TAM role and communication plan. 2. Service Desk Mythics will provide access to our Service Desk, a client-specific portal for requesting service and tracking incidents. In addition to communication with the TAM,the service desk is a primary method of contacting Mythics. The service desk provides a central trouble ticketing system for incident reporting (alongside 24 x 7 phone support), a centralized client architecture and infrastructure repository and a Mythics activity journal for live views into any client activity. ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 14 [ MYTHICS'" `�. A Mythics Emergent Group Company The Service Desk allows seamless tracking of client incidents and is customized to display client environment information in dropdown boxes (information is collected during the initial deployment phase). The Service Desk Portal will issue alert emails to both the client and Mythics' contacts assigned to the engagement. Additionally, this Service Desk is used as a repository of information collected over time about the Client database environment. This information may be later used in subsequent time- study reporting to improve system performance and as a repository for frequently asked questions specific to Client systems. All system information and documentation collected during the implementation phase of the project will be made available to the Client team in the Service Desk. 3. Knowledge Base A knowledge base is a repository for "how-to" and troubleshooting information. Knowledge Bases are commonly used by IT Support teams to store and access critical documentation to increase efficiency and collaboration and optimize troubleshooting and service restoration. Mythics will create a dynamic knowledge base of important client environment, background, and process information. Mythics' Knowledge Base will drive the following: • Immediate access to a documented solution, and relevant search results. • Ability to create new articles quickly • Automated organization of content • Communication around key document updates, additions and deletions 6.4 Service Exclusions. Services rendered under agreement do not include: a. Equipment service or repair made necessary due to unreasonable adverse environmental conditions or equipment applications beyond those for which the equipment was designated; b. Client's equipment room was not properly designed for the equipment; c. Mythics Services necessitated due to adverse conditions created by acts of God or building modifications; d. Service interruptions, deficiencies, degradations or delays due to any access lines, cabling or equipment provided by third parties; e. Repairs, alterations, software installations or modifications of equipment made by employees or agents of Client; f. Recoveries of any software, data,file structures, or file security necessitated due to a crashed hard drive; g. Maintenance of applications software packages, whether acquired from us or any other source, unless the agreement specifically includes the application software support; h. Computer virus outbreaks; i. Periods of scheduled maintenance and required repairs; j. Downtimes that occur as a result of environmental issues; k. 3rd party patches to Client's Network or patches to applications; I. Out-of-date Client contact information; m. Any major changes, such as a version upgrade or complete reinstallation in operating system or application; ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 15 MYTHICS'" �. A My[hics Emergent Group Company n. Any major change such as a version upgrade or replacement in major application such as ERP or Accounting Systems; o. Activities related to any lawsuit, legal inquiry, e-discovery or other unforeseen request; p. Peripherals external to Client's Network, including but not limited to 3rd party wireless keyboards, copiers, printers, Network hubs and switches and Network routers; q. Client data, Client applications, and other aspects of Client's Network that may be corrupted or may not function SME Consulting Subscription Team The Mythics team includes individuals with expertise across a variety of technical, management and key industry disciplines, such as ITIL, Oracle Database, Fusion Middleware, Oracle Cloud Infrastructure and more. You will have a primary account team involved in all aspects of our relationship. The dedicated points of contact for your team are listed below: • Technical Account Manager(TAM) o Client's Primary contact throughout the subscription term. o Coordinates all the maintenance activities and is responsible for sending periodic reports o Ensures routine data maintenance and monitoring activities are performed thoroughly and all emergency requests are handled efficiently o Handles all escalations and Monthly meetings o Front-line client satisfaction o Manages technical resources when assigned by SDM o Coordinates staffing for major maintenance events o Conducts training events for Mythics and client personnel when necessary o Delivers key escalation support for technical issues • SME Consulting Team o Team of Oracle Cloud, Infrastructure and Middleware subject matter experts o Engaged by Mythics TAM based on the client need (right SME for the right requirement) • Executive Sponsor o Escalation support and client satisfaction o Strategic partnership building and guidance ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 16 MYTHICS'" A Mythics Emergent Group Company 7. Invoicing Mythics will bill the Client monthly for the monthly cost below. All invoices are payable within forty-five (45) days from receipt of valid invoice. 8. Fees —Year 1 Estimated labor and expense cost for this project, based on the defined scope, assumptions, timelines, roles, and responsibilities of all parties are outlined below. Payment terms are NET 45. Mythics will bill client for the monthly cost below. YEAR 1 COST Service Description Months Monthly Cost Year 1 Total Oracle DB, ODI, OBIEE Lift and Shift to OCI 12 $22,125.00 $265,500.00 Mythics Monitoring and 120 NTE AdHoc Support Hours 12 $3,820.00 $45,840.00 Annual OCI Subscription 12 $19,691.9167 $236,303.00 Total Year 1 Cost 12 $45,636.9167 $547,643.00 *The Oracle Cloud Infrastructure Subscription will be purchased under Mythics Quote #OCI- CFSS-080122 and the terms associated within that agreement.Mythics Quote#OCI-CFSS-080122 is referenced under Appendix A.* YEAR 2 Renewal Cost Fw� Service Description Months Monthly Cost Year 2 Total Mythics Monitoring and 120 NTE AdHoc Support Hours 12 $3,820.00 $45,840.00 Annual OCI Subscription 12 $19,691.9167 $236,303.00 Total Year 2 Cost 12 $23,511.9167 $282,143.00 ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 17 MYTHICS'" A Mythics Emergent Group Company 9. Mythics Consulting Terms and Conditions Warranty—Mythics warrants that these services will be provided in a professional manner consistent with industry standards. Client must notify Mythics of any warranty deficiencies within ninety(90) calendar days from performance of the services. 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. FOR ANY BREACH OF THE WARRANTY, CLIENT'S EXCLUSIVE REMEDY, AND MYTHICS' ENTIRE LIABILITY, SHALL BE THE RE- PERFORMANCE OF THE DEFICIENT SERVICES, OR IF MYTHICS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES PAID TO MYTHICS FOR THE DEFICIENT SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT CONSTITUTING A BREACH. Standard of Conduct- In rendering services under this Agreement, Mythics shall conform to the highest professional standards of work and business ethics. Mythics shall not use time, materials, or equipment of the Client without the prior written consent of the Client. Payment Terms -All payments from Client to Mythics are due in full within forty-five (45) days after receipt of a valid invoice. If any portion of a bill has not been paid, except for items disputed by the Client, within the sixty(60) day period, interest at the rate of twelve percent(12%) per annum, compounded monthly, of all owed amounts, shall automatically be added to the amount owed. If any balance remains outstanding seventy-five (75) days following the date of the invoice, Mythics may terminate this Agreement or any portion thereof. Termination of this Agreement or any portion thereof pursuant to this provision shall not release Client from any of its obligations hereunder. All payment or invoice inquiries should be directed to the following points of contact: Mythics, Inc. Accounts Receivable 4525 Main Street, Suite 1500 Virginia Beach, Virginia 23462 Attn: Patricia Holley Telephone: 757-452-6291 ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 18 MYTHICS'" A Mythics Emergent Group Company Facsimile: 757-963-6198 Email: patholley4,mythics.com Client Name: Department of Social Services, County of Fresno Accounts Payable Address: P.O. Box 1912, Fresno, CA 93712-1913 Attn: Contract Analyst Telephone: (559) 600-1377 Facsimile: n/a Email: DSSInvoices@fresnocountyca.gov Indemnification- Mythics covenants to fully indemnify, save and hold harmless Client, its officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims, demands and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with services or products provided by Mythics under this agreement which may be attributed to negligence by Mythics. Intellectual Property Rights -All drawings, models, designs, formulas, methods, documents and tangible items prepared for and submitted to the Client by Mythics in connection with the services rendered under this Agreement shall belong exclusively to the Client and shall be deemed to be works made for hire (the "Deliverable Items"). To the extent that any of the Deliverable Items may not,by operation of law,be works made for hire, Mythics hereby assigns to the Client the ownership of copyright or mask work in the Deliverable Items, and the Mythics shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items. Mythics agrees to give the Client or its designees all assistance reasonably required to perfect such rights. Notwithstanding the foregoing, Client acknowledges that, as part of performing the Services, Mythics may utilize proprietary software, ideas, concepts,know-how, tools, models, processes, methodologies and techniques that have been originated or developed by Mythics or that have been purchased by or licensed to Mythics (collectively, the "Mythics' Proprietary Materials"), including enhancements, modifications or additions that have been developed while Mythics has been performing the Services under this Agreement. Mythics ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 19 MYTHICS'" A Mythics Emergent Group Company grants the Client a perpetual, non-exclusive, worldwide, non-transferable license to use Mythics' Proprietary Materials in connection with the Deliverables or the Services. Client agrees that Mythics shall retain sole and exclusive right, title and interest in and to Mythics' Proprietary Materials. IP Indemnification- If a third party makes a claim against you("Recipient"), that any information, design, specification, instruction, software, data, or material ("Material") furnished by Mythics ("Provider"), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider if the Recipient does the following: Notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice the claim, (or sooner if required by applicable law); gives the Provider sole control of the defense and any settlement negotiations; and gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim. If the Provider believes or it is determined that any of the Material may have violated a third party's intellectual property rights,the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid to the other party for it and any unused,prepaid technical support fees you have paid for the license. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider's user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Mythics will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Mythics. Mythics will not indemnify you for infringement caused by your actions against any third party if the program(s) as delivered to you and used in accordance with the terms of this agreement would not otherwise infringe any third-party intellectual property rights. Mythics will not indemnify you for any claim that is based on: (1) a patent that you were made aware of prior to the effective date of this agreement (pursuant to a claim, demand or notice); or(2) your actions prior to the effective date of this agreement. This section provides the parties' exclusive remedy for any infringement claims or damages. Limitation of Liability -UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, DATA, USE, OR SAVINGS) INCURRED BY EITHER ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 20 MYTHICS'" A Mythics Emergent Group Company PARTY, OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. MYTHICS' TOTAL LIABILITY UNDER THIS AGREEMENT, FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT UNDER THE APPLICABLE STATEMENT OF WORK FROM WHICH SUCH LIABILITY ARISES. Confidential Information- In performing consulting services under this Agreement, Mythics may be exposed to and will be required to use certain"Confidential Information" (as hereinafter defined) of the Client. Mythics agrees that Mythics will not and Mythics' employees, agents or representatives will not,use, directly or indirectly, such Confidential Information for the benefit of any person, entity or organization other than the Client, or disclose such Confidential Information without the written authorization of the President of the Client, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information. "Confidential Information"means information,not generally known, and proprietary to the Client or to a third party for whom the Client is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes,plans, devices or material, research and development, proprietary software, analysis, techniques, materials or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Client, any vendor names, client and supplier lists, databases, management systems and sales and marketing plans of the Client, any confidential secret development or research work of the Client, or any other confidential information or proprietary aspects of the business of the Client. All information which Mythics acquires or becomes acquainted with during the period of this Agreement, whether developed by Mythics or by others,which Mythics has a reasonable basis to believe to be Confidential Information, or which is treated by the Client as being Confidential Information, shall be presumed to be Confidential Information. Non-Solicitation-It is expressly agreed that neither Party will directly solicit, hire, consult, or otherwise contract with any employee(s) of the other Party who are associated with the investigation/marketing efforts and subsequent proposals, and/or contract/subcontract efforts called for under this Agreement during the course of this Agreement for a period of one (1)year thereafter without prior written consent of the other Party. This shall not prohibit one Party from hiring any employee of the other Party who responds to (i) routine employment solicitations, or open house or job fair events, or(ii) widely distributed announcements of job openings. Disputes—Disputes under this agreement shall be referred to the appropriate Client president, or their designee, and Mythics' president, or their designee, thirty(30) days before either party may commence formal proceedings; provided however, that this provision shall not restrain either party from seeking injunctive or equitable relief. ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 21 MYTHICS'" A Mythics Emergent Group Company When seeking to resolve a dispute, the parry's designated executives shall consider the types and impacts of the disputed matters, the effect of the dispute on the Program and Client's success as awardee, the cost to both parties of resolving the dispute and the practical effects on the business of each party resulting from the resolution or failure to resolve any such dispute. In the event that the designated executives are unable to resolve a dispute in the required time or longer, if extended by the mutual agreement of the parties, either party may then submit the matter for formal proceedings which may include litigation or alternate dispute resolution. In the event litigation is necessary to enforce any provision of or resolve any dispute arising out of this Agreement, the Parties agree that any proceeding relating to or arising from the Agreement shall be heard and litigated exclusively in a state or federal court located in the County or City of Virginia Beach, Commonwealth of Virginia. Each party hereto consents to the personal jurisdiction in any such action brought in any such court, consents to service of process by registered mail upon each party's designated legal counsel and waives any objection to venue in any such courts and any claim that any such court is an inconvenient forum. During this process, each party will continue performing its obligations under this agreement. Governing Law- This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to such State's principles of conflicts of laws and the laws of the United States of America. Any claim or cause of action arising out of or connected with this Agreement shall be brought exclusively in the Circuit Court of the City of Virginia Beach, Virginia or in the Federal Court in the Eastern District of Virginia,Norfolk Division. The parties consent to submit to the personal jurisdiction of such courts and waive any and all objections to such jurisdiction and venue. Modification-No modification, termination or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced. Force Majeure -Neither party shall be liable to the other for any loss, claim or damage as a result of any delay or failure in the performance of any obligation hereunder, directly or indirectly caused by or resulting from: acts of the government; acts of God; acts of third persons; strikes, embargoes, delays in the mail, transportation and delivery; power failures and shortages; fires; floods; epidemics and unusually severe weather conditions; or other causes which do not result from the fault or negligence of such party. ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street,Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 1757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 22 MYTHICS" "lu Err 9,,*Group C—pr 10.Signatures IN WITNESS WHEREOF, the parties have caused this SOW to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this SOW duly authorized by all necessary and appropriate legal action to commit the organization he represents to the terms and conditions of this SOW. Accepted by: CLIENT NAME Mythics, Inc. Name: Brian Pacheco Deonte J. Watters, CCMAP Title: Chairman, Board of Supervisors Director of Contracts (Authorized Fresno County Signatory) I� Signature: Mailing Address: 2281 Tulare, Room #301 Mythics, Inc. Fresno, CA 93721 4525 Main Street, Suite 1500 Virginia Beach, VA 23462 Date: 3^ ava.P, Phone: (559) 600-1000 (757) 412-4362 Email: DistrictI@fresnocountyca.gov ConsultingContracts@mythics.com ATTEST: BERNICE E.SEIDEL Clerk of the Board of Supervisors County of Fresno,state of California By_ Deputy ©2018 Mythics, Inc.,A Mythics Emergent Group Company 4525 Main Street, Suite 1500,Virginia Beach,VA 23462 1757.412.4362(0) 757.412.1060(F)I www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 23 MYTHICS- I Z_ I Funded Allocation Model Quote 4525 Main Street,Suite 1500 Company Name:County of Fresno,Department of Social Services Estimate Number:OCICFSM80122 Virginia Beach,VA 23462 Estimate prepared on:Monday,August 1,2022 Eric Dunne/ Contact:Gohar Samarjian Valid lhru:Wednesday,November 30,2022 Phone:856-308-0886 Email:Gsamanian0co.fresno ca us Email:edunnet@mythics.com ORACLE CLOUD OFFERINGS New Subscription Item Oracle Part Service Data Center Funded Allocation Nbr Product Description Number Term Period Region Qua Value 1 Oracle Pass and Iaa5 Universal Credits B68206 1 Year Annual Customer Selected 236303.0 $ 236,303.00 "TOTAL:1 YEAR FUNDED ALLOCATION VALUE $ 236,303.00 'Applicable State taxes will be added unless an exemption is provided. A.Additional Information: This quotation is an estimate and is an invitation for you to offer to purchase products and services from Mythics.Your order is subject to Mythics'acceptance and to cloud service terms and conditions per reference to an existing agreement/contract or a newly agreement accompanying your order You agree that Mythics has the right to cancel your services and support due to non-payment.By confirming,referencing,or placing an order based on this quote,you are agreement that all cloud services being purchased are for electronic delivery only and there is no transfer of tangible property. Mythics DUNS#:013358002 Mythics Fed Tax ID#54-1987871 CAGE CODE:1TA34 NAIC:423430 Support services are provided under Oracle's then current technical support policies located at:http://www.oracle.com/support/polices html You agree that Mythics has the right to cancel your services due to non-payment. (the End User Cloud Services Agreement) Terms and Fees for Ordered Cloud Services Funded Allocation Model Under the"Funded Allocation Model",Oracle allows You the flexibility to fund for an annual amount(the"Funded Allocation Value")specified in Your order with Oracle's authorized reseller(the"Oracle Reseller"),which is to be applied towards the future usage of eligible Oracle IaaS and PaaS Cloud Services specified in the rate card attached to Your order with the Oracle Reseller or as seen in the Cloud Portal provided such Cloud Services are available in production release when ordered,at the fees specified in the rate card.Oracle Reseller will invoice You monthly in arrears based on Your actual usage for the prior month at the rates for each activated Oracle Iaa5 and PaaS Cloud Service as defined in Your order. Additional Fees for Any Increased Usage/Capacity As described in the Oracle PaaS and IaaS Universal Credits-Service Descriptions document available at http://www.oracle.com/contracts,You are responsible for monitoring Your use of the Cloud Services,and if You exceed the Funded Allocation Value specified in this order during the Services Period,You must provide additional funding for Your usage,or You must cease to use the applicable Cloud Services.If You have exceeded the Funded Allocation Value and You have not ended Your use of the Services,You will be subject to overage fees.You must pay for such excess usage of the Oracle IaaS and PaaS Cloud Services at the Overage Unit Net Price specified in the rate card of Your order or as seen in the Cloud Portal.You may set quotas,alerts and use other monitoring tools within the Cloud Portal to assist You in managing and tracking Your usage. AddRional5ervices If Oracle adds additional service offerings to the list of eligible Oracle Iaa5 and PaaS Cloud Services within Your Cloud Services Account during the Services Period,You may activate and use those service offerings and the discount will be applied based on the Cloud Service category discount specified in the rate card attached to Your order or as seen in the Cloud Portal The development,release,and timing of any future features,functionality or service offerings remains at the sole discretion of Oracle Corporation. Replenishment at End of Services Period If You are continuing to use Services after the end of the Services Period specified in Your order and You have not extended the Services Period and increased the Funded Allocation Value for use of eligible Oracle IaaS and PaaS Cloud Services,You will be charged for the actual usage of all Cloud Services that You activate and/or have activated within Your Cloud Services Account based on Oracle's then current price list for such Services,which can be found at https://cloud.oracl,.,om/en_US/ucpricing.Upon extending the term of the Services Period and increasing the amount of the Funded Allocation Value through a new order(or modification of Your existing order),You will receive the Cloud Services category discounts specified in the rate card attached to Your new order(or modification of Your existing order)or as seen in the Cloud Portal. Data Center Region Availability for LICK Platform and data center region availability information for Oracle Platform as a Service(PaaS)Cloud Services and for Oracle Infrastructure as a Service(laaS)Cloud Services Is provided on the Oracle Cloud Portal at https://cloud.o.a le.com/data- regions. No Auto Renewal:Notwithstanding any statement,to the contrary in the service specifications,the parties expressly agree that the cloud services acquired under this order for distribution to the end user will not auto-renew. Purchasing Instructions: Please include the following statements in your order: 1.Address the order to: Mythics,Inc. 4525 Main St.,Suite 2500 Virginia Beach,VA 23462 2.This order is placed pursuant to the terms and conditions of:Mythics Cloud Services Agreement(MCSA-PS V1221) 3.Payment terms are:Monthly in Arrears 4.Reference quote:OCI-CFSS-080122 Fax order to 757-965-9486 or email to edunnet@mythics.com Exhibit B Page 1 of 1 BUDGET SUMMARY Mythics — Oracle Cloud Infrastructure (OCI) — Migration and Subscription Service Year 1 Year 2 Year 3 Year 4 Year 5 Oracle DB, ODI, OBIEE, Lift and $265,500 Shift to OCI Mythics Monitoring and 120 NTE $45,840 $45,840 $45,840 $45,840 $45,840 AdHoc Support Hours Annual OCI Subscription $236,303 $236,303 $236,303 $236,303 $236,303 Annual Total $547,643 $282,143 $282,143 $282,143 $282,143 Grand Total for Five Years $1,676,215.00 Exhibit C Page 1 of 2 SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors(hereinafter referred to as"County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: 'A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name,job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Exhibit C Page 2 of 2 (1)Company Board Member Information: Name: Date: Job Title: (2)Company/Agency Name and Address: (3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to): (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): (5)Authorized Signature Signature: Date: Exhibit D MYTH I CST" C- MCSA-PS 0221 ORACLE PUBLIC SECTOR CLOUD SERVICES AGREEMENT TERMS THESE ORACLE CLOUD SERVICES PUBLIC SECTOR SUPPLEMENTAL TERMS AND CONDITIONS ("CLOUD STCS") SHALL APPLY TO THE ORACLE CLOUD SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER(THE"CONTRACTOR"). THESE CLOUD STCS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON-ORACLE ORDER OR ORDERING DOCUMENTATION. THESE CLOUD STCS ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIES/SERVICES IN YOUR ORDER TO THE CONTRACTOR. A. Definitions "You" and "Your" refers to the ordering activity that has ordered Oracle Services from an authorized distributor("Contractor") under the Contract. The term "Contract" refers to your contract or ordering document with the Contractor. The term "Oracle Software" means any software agent, application or tool that Oracle makes available to You for download specifically for the purpose of facilitating Your access to, operation of, and/or use with, the Services. The term "Program Documentation" refers to the user manuals, help windows, readme files for the Services and any Oracle Software. You may access the documentation online at http://oracle.com/contracts or such other address specified by Oracle. The term "Service Specifications" means the following documents, as applicable to the Services under Your order: (a) the Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions, and the Data Processing Agreement described in these Cloud STCs; (b) Oracle's privacy policies; and (c) any other Oracle documents that are referenced in or incorporated into Your order as required by the Contractor. The following do not apply to any non-Cloud Oracle service offerings acquired in Your order, such as professional services: the Cloud Hosting and Delivery Policies, Program Documentation, and the Data Processing Agreement. The following do not apply to any Oracle Software: the Cloud Hosting and Delivery Policies, Oracle service descriptions, and the Data Processing Agreement. The term "Third Party Content" means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third party content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools. The term "Users" means for Services, those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with these Cloud STCs and Your order. For Services that are specifically designed to allow Your clients, agents, customers, suppliers, or other third parties to access the Services to interact with You, such third parties will be considered "Users"subject to the terms of these Cloud STCs and Your order. The term "Your Content" means all software, data (including Personal Data as that term is defined in the Data Processing Agreement), text, images, audio, video, photographs, non-Oracle or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through,the Services. Services under these Cloud STCs, Oracle Software, other Oracle products and services, and Oracle intellectual property, and all derivative works thereof, do not fall within the meaning of the term"Your Content". Your content includes any Third Party Content that is brought by You into the Services, by Your use of the Services or any Oracle provided tools. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 1 M YT H I C ST" Exhibit D MCSA-PS v1221 B. Use of Services Upon Contractor's acceptance of Your order, Oracle will make the Oracle services listed in Your order (the "Services")available to You pursuant to these Cloud STCs and Your order. Except as otherwise stated in these Cloud STCs or Your order, You have the non-exclusive, worldwide, limited right to use the Services during the period defined in Your order(the"Service Period"), solely for Your internal business operations. You may allow Your Users to use the Services for this purpose and You are responsible for Your Users' compliance with these Cloud STCs and the order. The Service Specifications describe and govern the Services. During the Services Period, Oracle may update the Services and Service Specifications (with the exception of the Data Processing Agreement as described below) to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content. Oracle updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order. You may not, and may not cause or permit others to: (a)use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail,junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or vulnerability testing of the Services without Oracle's prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the "Acceptable Use Policy"). In addition to other rights that Oracle has in these Cloud STCs and Your order, Oracle has the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy. C. Ownership Rights and Restrictions You and Your licensors retain all ownership and intellectual property rights in and to Your Content. Oracle or its licensors retain all ownership and intellectual property rights to the Services, derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under Your order. You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party. You grant Oracle the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with these Cloud STCs and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services. You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download or copy any part of the Services (including data structures or similar materials produced by programs); (b)access or use the Services to build or support,directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by these Cloud STCs or Your order. D. Term and Termination Services shall be provided for the Services Period defined in Your order, unless earlier suspended or terminated in accordance with these Cloud STCs. These Cloud STCs will continue to govern any order for the duration of the Services Period of such order. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 2 Exhibit D MYTH I CST" C- MCSA-PS 0221 If You order Services that are designated in the Service Specifications or Your order as Services that will be automatically extended, such Services will NOT automatically be extended for an additional Services Period of the same duration. To extend the Services, You must provide Contractor with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention to renew such Services and You execute an order modification or enter into a new order to renew such Services. The preceding sentence shall not apply if Contractor provides You with written notice no later than ninety (90) days prior to the end of the applicable Services Period of its intention not to renew such Services. Oracle may suspend Your or Your Users' access to, or use of, the Services if Oracle believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b)You or Your Users are accessing or using the Services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, Oracle will provide You with advance notice of any such suspension. Oracle will use reasonable efforts to re- establish the Services promptly after Oracle determines that the issue causing the suspension has been resolved. During any suspension period, Oracle will make Your Content(as it existed on the suspension date) available to You. Any suspension under this paragraph shall not excuse You from Your obligation to make payments under these Cloud STCs or Your order. If Oracle, the Contractor, or You breach a material term of Your order, including these Cloud STCs, and fails to correct the breach within 30 days of written specification of the breach,then a nonbreaching party may terminate the order under which the breach occurred. If Contractor terminates the order as specified in the preceding sentence, You must pay within thirty(30)days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching parties may agree in their sole discretion to extend the thirty (30) day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under Your order or Your contract (including these Cloud STCs) with Contractor, You may not use those Services ordered You may terminate the Contract or Your order at any time without cause by giving Contractor 30 days'prior written notice of such termination. Termination of the Contract will not affect orders that are outstanding at the time of termination. Those orders will be performed according to their terms as if the Contract and these Cloud STCs were still in full force and effect. However,those orders may not be renewed or extended subsequent to termination of the Contract. For a period of no less than 60 days after the end of the Services Period of an order, Oracle will make Your Content (as it existed at the end of the Services Period) available for retrieval by You. At the end of such 60- day retrieval period,and except as may be required by law,Oracle will delete or otherwise render unrecoverable any of Your Content that remains in the Services. Oracle's data deletion practices are described in more detail in the Service Specifications. Provisions in these Cloud STCs that survive termination or expiration of the Contract are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive. E. Fees and Taxes Fees paid for Services performed are non-refundable, except as provided in these Cloud STCs or Your order. Fees for Services offerings are invoiced in arrears of the service performance. Fees for Services listed in an order are exclusive of taxes and expenses. You agree and acknowledge that You have not relied on the future availability of any services, programs or updates in executing Your order; however, the preceding does not relieve Oracle of its obligation during the Services Period to deliver services that You have ordered per the terms of these Cloud STCs. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 3 M YT H I C ST" Exhibit D MCSA-PS 0221 F. Nondisclosure By virtue of Your order and these Cloud STCs, Oracle, the Contractor and You may disclose to each other information that is confidential ("Confidential Information"). Confidential information shall be limited to the terms and pricing under these Cloud STCs and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the time of disclosure. A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b)was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. Subject to applicable law, Oracle, the Contractor and You each agree not to disclose each other's Confidential Information to any third party other than as set forth in the following sentence for a period of five years from the date of the disclosing party's disclosure of the Confidential Information to the receiving party; however, Oracle will protect the confidentiality of Your Content residing in the Services for as long as such information resides in the Services. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under these Cloud STCs, and each party may disclose the other party's Confidential Information in any legal proceeding or to a governmental entity as required by law. Oracle will protect the confidentiality of Your Content resident in the Services in accordance with the Oracle security practices defined as part of the Service Specifications applicable to Your order. The parties acknowledge and agree that You and these Cloud STCs are subject to applicable freedom of information or open records law. Should You receive a request under such law for Oracle's Confidential Information, You agree to give Oracle adequate prior notice of the request and before releasing Oracle's Confidential Information to a third party, in order to allow Oracle sufficient time to seek injunctive relief or other relief against such disclosure. G. Protection of Your Content In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will comply with the following: a. the relevant Oracle privacy policies applicable to the Services ordered, available at http://www.oracle.com/us/legal/privacy/overview/index.html; and b. the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management, available at http://www.oracle.com/us/corporate/contracts/cloud- se rvi ces/i n d ex.htm I. To the extent Your Content includes Personal Data (as that term is defined in the Data Processing Agreement), Oracle will furthermore comply with the applicable version of the Oracle Data Processing Agreement for Oracle Cloud Services(the "Data Processing Agreement"), unless stated otherwise in Your order. The version of the Data Processing Agreement applicable to Your order (a) is available at http://www.oracle.com/dataprocessinaaareement and is incorporated herein by reference, and (b) will remain in force during the Services Period of Your order. In the event of any conflict between the terms of the Data Processing Agreement and the terms of the Service Specifications (including any applicable Oracle privacy policies), the terms of the Data Processing Agreement shall take precedence. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 4 MYTH 10 ST" Exhibit D MCSA-PS v1221 You are responsible for(a)any required notices, consents and/or authorizations related to Your provision of, and Oracle's processing of, Your Content (including any Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of these Cloud STCs. You may disclose or transfer, or instruct Oracle to disclose or transfer in writing, Your Content to a third party, and upon such disclosure or transfer, Oracle is no longer responsible for the security, integrity or confidentiality of such content outside of Oracle. Unless otherwise specified in Your order(including in the Service Specifications),Your Content may not include any sensitive or special data that imposes specific data security or data protection obligations on Oracle in addition to or different from those specified in the Service Specifications. If available for the Services, You may purchase additional services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to address specific data security or data protection requirements applicable to such sensitive or special data You seek to include in Your Content. H. Warranties, Disclaimers and Exclusive Remedies For the sake of clarity, this is Oracle's warranty; nevertheless, it shall be accessed by You through the Contractor. Oracle warrants that during the Services Period, Oracle will perform Services using commercially reasonable care and skill in all material respects as described in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide written notice to Oracle that describes the deficiency in the Services(including, as applicable,the service request number notifying Oracle of the deficiency in the Services). ORACLE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT ORACLE WILL CORRECT ALL SERVICE ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF THE WARRANTY,OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND ORACLE WILL REFUND TO CONTRACTOR THE FEES FOR THE DEFICIENT SERVICES THAT CONTRACTOR PAID TO ORACLE FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT, AND CONTRACTOR WILL IN TURN REFUND TO YOU THE FEES FOR THE DEFICIENT SERVICES THAT YOU PAID TO CONTRACTOR FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. 4525 Main St., Suite 1500, Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 5 MYTH I CST" Exhibit D �= MCSA-PS v1221 I. Limitation of Liability IN NO EVENT SHALL YOU, THE CONTRACTOR, ORACLE OR ANY PARTY'S AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS(EXCLUDING FEES UNDER YOUR ORDER), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION. CONTRACTOR'S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO CONTRACTOR FOR THE SERVICES UNDER YOUR ORDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOUR FROM CONTRACTOR UNDER SUCH ORDER. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND ORACLE'S AFFILIATES ARISING OUT OF OR RELATED TO THESE CLOUD STCS OR YOUR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR THE SERVICES UNDER YOUR ORDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY CONTRACTOR FROM ORACLE UNDER SUCH ORDER. J. Intellectual Property Indemnification If a third party makes a claim against You or Oracle ("Recipient"which may refer to You or Oracle depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively"Material")furnished by either You or Oracle ("Provider"which may refer to You or Oracle depending on which party provided the Material)and used by the Recipient infringes the third party's intellectual property rights, the Provider, at the Provider's sole cost and expense will, to the extent not prohibited by law, defend the Recipient against the claim and indemnify Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider if Recipient does the following: a. notifies the Provider promptly in writing, not later than 30 days after Recipient receives notice of the claim (or sooner if required by applicable law); b. gives the Provider sole control of the defense and any settlement negotiations; and c. gives the Provider the information, authority, and assistance Provider needs to defend against or settle the claim. If the Provider believes or it is determined that any of the Material may have violated a third party's intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable,the Provider may end the license for, and require return of,the applicable Material and refund the fees the Recipient may have paid for such Material. If such return materially affects Oracle's ability to meet its obligations under the relevant order, then Oracle may upon 30 days prior written notice, terminate the order. If such Material is third party technology and the terms of the third party license do not allow Oracle to terminate the license, then Oracle may, upon 30 days' prior written notice, end the Services associated with such Material and refund any unused, prepaid fees for such Services. The Provider will not indemnify the Recipient if the Recipient(a)alter the Material or use it outside the scope of use identified in the Provider's user documentation or Service Specifications, or (b) uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon Material not furnished by the Provider. Oracle will not indemnify You to the extent that an infringement claim is based on third Party Content or any Material from a third party portal or other source that is accessible or make available to Your within or by the Services (e.g. a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, marketing data from a third party data providers, etc. This Section J provides the parties' exclusive remedy for any infringement claims or damages. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 6 M YT H I C ST" Exhibit D MCSA-PS v1221 K. Third Party Content, Services and Websites The Services may enable You to link to, transmit Your Content or Third Party Content to, or otherwise access, third parties'web sites, platforms, content, products, services, and information ("Third Parties Services"). Oracle does not control and is not responsible for Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Oracle. Any Third Party Content Oracle makes accessible is provided on an"as-is"and"as available" basis without any warranty of any kind. You acknowledge and agree that Oracle is not responsible for, and has no obligation to control, monitor, or correct, Third Party Content. Oracle disclaims all liabilities arising from or related to Third Party Content. You acknowledge that: (i) the nature, type, quality and 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 TM, YouTubeTm and Twitter TM, etc., depend on the continuing availability of such third parties' respective application programming interfaces (APIs). Oracle may update, change or modify the Services under the Contract, as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party 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 or the Contractor. Any changes to Third Party Content,Third Party Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under the Contract, these Cloud STCs or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes. L. Service Monitoring, Analyses and Oracle Software Oracle continuously monitors the Services to facilitate Oracle's operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle's product and service portfolio,to help Oracle address deficiencies in its product and service offerings, and for license management purposes. Oracle may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (i) and (ii) are collectively referred to as "Service Analyses"). Oracle may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. Oracle retains all intellectual property rights in Service Analyses. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 7 Exhibit D MYTH I CST" C- MCSA-PS 0221 Oracle may provide You with the ability to obtain certain Oracle Software for use with the Services. If Oracle provides Oracle Software to You and does not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive,worldwide, limited right to use such Oracle Software, subject to the terms of these Cloud STCs and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use Oracle Software will terminate upon the earlier of Oracle's notice (by web posting or otherwise) or the end of these Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by these Cloud STCs. M. Export Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Such export laws govern Your use of the Services (including technical data) and any services deliverables provided under Your order, and You and Oracle each agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content. N. Force Majeure Neither You, Contractor, nor Oracle shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. All parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either You, Contractor, or Oracle may cancel unperformed Services and affected orders upon written notice. This Section does not excuse any party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services. O. Assignment You may not assign Your order or give or transfer the Services, or an interest in the Services, to another individual or entity. P. Other 1. Oracle is an independent contractor, and each party agrees that no partnership, joint venture, or agency relationship exists between You and Oracle or between Contractor and Oracle. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 8 MYTH I CST" Exhibit D �= MCSA-PS 0221 2. Oracle's business partners and other third parties, including any third parties with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as Oracle's subcontractor on an engagement ordered under these Cloud STCs and, if so, then only to the same extent as Oracle would be responsible for Oracle's resources under these Cloud STCs. The Contract(including these Cloud STCs)and Your order is entered exclusively between You and the Contractor. While Oracle has no contractual relationship with You, Oracle is a third-party beneficiary of the Contract (including these Cloud STCs) and Your order. 3. Any notice required under your order shall be provided to the other party, and Oracle, in writing. Oracle may give notices applicable to Oracle's Services customers by means of a general notice on the Oracle portal for the Services,and notices specific to You by electronic mail to Your e-mail address on record in Oracle's account information or by written communication sent by first class mail or pre-paid post to Your address on record in Oracle's account information. 4. If any term of these Cloud STCs is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of these Cloud STCs. 5. Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or relating to these Cloud STCs may be brought by any party more than two years after the cause of action has accrued. 6. Prior to entering into an order governed by these Cloud STCs, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services. 7. Upon forty-five (45) days written notice and no more than once every twelve (12) months, Oracle may audit Your compliance with the terms of these Cloud STCs and Your order. You agree to cooperate with Oracle's audit and to provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. Oracle shall comply with reasonable security and safety rules, policies, and procedures ("security rules")while performing any such audit, provided that(i)such security rules are applicable to the performance of the audit; (ii)You make such security rules available to Oracle prior to the commencement of the audit; and (iii) such security rules do not modify or amend the terms and conditions of these Cloud STCs or the applicable order(s). You shall be responsible for paying the additional fees related to use of the Services in excess of Your rights. 8. The Uniform Computer Transactions Act does not apply to these Cloud STCs nor any order placed pursuant to them. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 9 Exhibit D MYTH I CST" MCSA-PS 0221 9. The extent to which an Oracle product is, prior to any customizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Architectural and Transportation Barriers Compliance Board standards set out in 36 CFR Part 1194 (known as'Section 508') effective as of June, 2001, or the Revised version in Appendix A(known as 'Revised Section 508') effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG) version 2.0 level AA, respectively, 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/us/corporate/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(cDoracle.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 customers may call Oracle Support at 1.800.223.1711. Hearing-impaired customers in the U.S. who wish to speak to an Oracle Support representative may use a telecommunications relay service (TRS). Information about the TRS is available at https://www.fcc.gov/file/l5195/download, and a list of telephone numbers is available at https://www.fcc.gov/general/telecommunications-relay-services-directory. International hearing-impaired customers should use the TRS at+1.605.224.1837. An Oracle Support engineer will respond to technical issues according to the standard service request process. 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. No other terms, conditions, statements or any other such representations regarding or related to accessibility shall apply to the Services provided under these Cloud STCs. 10. Internet Protocol version 6 (IPv6). Prior to any customizations, the Oracle product(s) and service(s) to be delivered pursuant to the Contract are capable of accommodating Internet Protocol version 6 (IPv6) solely to the extent defined and noted in the relevant product/service documentation available at oracle.com. Please note that such capabilities are subject to the dependencies, comments and exceptions (some of which may be significant, if any) noted in such documentation, and require that Oracle product(s) and service(s) are used in accordance with Oracle's associated documents and other written information and that any other products properly interoperate with them. If no relevant product/service documentation is found addressing IPv6, then Oracle makes no representations as to the capabilities of the product/service in question to accommodate IPv6. Oracle cannot make any commitments about future product directions, including plans to address IPv6. Product direction remains at the sole discretion of Oracle. No other terms, conditions, statements, requirements or any other such representations regarding or related to IPv6 shall apply to the Oracle products and services to be delivered pursuant to these Cloud STCs. 11. If any document incorporated by reference into these Cloud STCs contains a provision (a) allowing for the automatic termination of Your Services; or(b)allowing for the automatic renewal of Services and/or fees, then such terms shall not apply. 4525 Main St., Suite 1500,Virginia Beach, VA 23462 1757.412.4362 1 Fax: 757.412.1060 1 www.mythics.com 10