HomeMy WebLinkAboutAgreement A-23-682 with Rimini Street Inc..pdf Agreement No. 23-682
Master Services Agreement
This Master Services Agreement ("Agreement") is made by and between Rimini Street, Inc. ("Rimini Street" or
"Contractor"), a Delaware corporation having a principal place of business at 7251 West Lake Mead Boulevard, Suite 300,
Las Vegas, Nevada 89128, and County of Fresno, a political subdivision of the state of California ("Client"), having a
principal place of business at 333 West Pontiac Way, Clovis, California 93612. Rimini Street and Client shall each
individually be referred to as a "Party" and jointly referred to as the "Parties." This Agreement is effective as of the date of
the last signature of the Parties below ("Effective Date"). The Parties acknowledge and agree that the Master Services
Agreement entered into by and between the Parties on August 4, 2020 ("Prior MSA")shall remain in effect until December
31, 2023. As of January 1, 2024 ("MSA Start Date"), this Agreement shall supersede and replace the Prior MSA and the
Parties acknowledge and agree that the Prior MSA shall be terminated as of the MSA Start Date.
The Parties agree as follows:
1. Services
Rimini Street shall provide Client with the services described in each Statement of Work ("SOW") issued under this
Agreement(the "Services"). This Agreement shall govern all Services during the term of this Agreement.
2. Term
The term of this Agreement shall be from January 1, 2024 until December 31, 2024, unless amended by both parties
pursuant to section 12 herein below, unless terminated pursuant to Section 3, herein.
3. Termination
A Party may terminate any SOW issued pursuant to this Agreement for (a) cause if the other Party has breached any
material term or condition of that SOW or this Agreement and such breach is not cured within thirty (30)days after written
notice of breach to the breaching Party, or (b) for non-allocation of funds. Should sufficient funds not be allocated, the
services provided may be modified by a mutually agreed upon amendment to the applicable SOW, or this Agreement and
the applicable SOW may be terminated at any time by giving Rimini Street thirty (30)days advance written notice. If Client
exercises a valid termination for cause pursuant to subsection (a) above, Client shall be entitled to a pro-rated refund for
any prepaid Services not received after the effective date of the termination,calculated using a daily proration and measured
from the effective date of the termination through the end of the prepaid period.
4. Confidentiality
A. Confidential Information. During the course of the Parties' relationship, a Party may have access to the
other Party's Confidential Information. The term "Confidential Information" shall mean any information, technical data, or
know-how, including, without limitation, information which relates to products, services, customers, personnel, markets,
research, intellectual property, inventions, processes, designs, marketing, future business strategies, trade secrets,
finances, and other nonpublic information of the disclosing Party.
B. Non-Confidential Information. Confidential Information does not include information that the receiving
Party can establish by legally sufficient evidence: (i) was in the possession of, or rightfully known by, the receiving Party
without a confidentiality obligation prior to its disclosure by the disclosing Party; (ii) is, or becomes, generally known to the
public without breach of this Agreement; (iii) is obtained by the receiving Party in good faith from a third party without any
communicated confidentiality obligation; (iv) is independently developed by the receiving Party without use of the disclosing
Party's Confidential Information; or (v) is authorized in writing by the disclosing Party to be released from the confidentiality
obligations of this Agreement.
C. Non-Disclosure. The receiving Party shall use the disclosing Party's Confidential Information only for
purposes of this Agreement and applicable SOWS under this Agreement, and shall not disclose it to any person or entity other
than its or its affiliates' employees, directors, contractors, consultants, service providers, counsel or agents who have a
reasonable need to know such information and who are bound by at least equivalent obligations of confidentiality and non-
disclosure as those under this Agreement(such recipients being"Authorized Recipients"). The receiving Party is responsible
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for the compliance of its Authorized Recipients with the confidentiality and non-disclosure obligations of this Agreement. The
receiving Party will use the same standard of care to protect the disclosing Party's Confidential Information as it uses to protect
its own similar confidential and proprietary information, but no less than reasonable care. Notwithstanding the non-disclosure
requirements of this section, Client authorizes Rimini Street to refer to Client as a customer and use Client's name and logo
in such references. Rimini Street acknowledges that Client is a governmental entity that must comply with the laws
governing the disclosures of public records, including the California Public Records Act(Government Code section 6250 et.
seq.) and the Brown Act (Government Code 54950 et. seq). Notwithstanding this Section 4, Rimini Street authorizes Client
to release any"Confidential Information" necessary to comply with laws regarding disclosures of public records. Each Party
agrees that damages may not be adequate to protect the other Party in the event of an actual or threatened breach of the
confidentiality and nondisclosure obligations of this Agreement, and that either Party may take equitable action, including
seeking injunctive relief, to enforce such obligations. The confidentiality and non-disclosure obligations under this
Agreement shall survive expiration or termination of the last effective SOW issued under this Agreement by two (2) years.
D. Legal Disclosure. If it becomes necessary for the receiving Party to disclose any Confidential Information
to enforce this Agreement or comply with a judicial or administrative proceeding (or equivalent process) or public records
request, the receiving Party shall, to the extent legally permitted, provide the disclosing Party with prompt written notice so
the disclosing Party may, at the disclosing Party's expense, seek a protective order or other appropriate remedy to protect
such information. If such protective order or other remedy is not obtained before the applicable statutorily required deadlines
to produce the requested records, which information shall be provided by the receiving Party to the disclosing Party, the
receiving Party will not be in breach of this Agreement by furnishing such Confidential Information as required.
5. Effective Performance of Services
Rimini Street shall perform the Services in a timely manner in accordance with each applicable SOW using qualified
personnel. Client shall provide a primary point of contact for each SOW who shall be Client's authorized representative to
work with Rimini Street regarding the Services. Client shall provide qualified personnel capable of: (i) making necessary
and timely decisions on behalf of Client; (ii) implementing Rimini Street's advice and recommendations; (iii) facilitating the
testing of any deliverables provided by Rimini Street or the original software vendor; and (iv) and customizing, installing,
and configuring deliverables provided by Rimini Street or the original software vendor. Client shall provide all information
reasonably required for Rimini Street to perform the Services, and shall ensure that such information is accurate in all
material respects. Upon execution of this Agreement, Client shall timely provide Rimini Street with remote access for
performance of the Services,without requiring Rimini Street to comply with additional contractual or policy requirements not
already contained in this Agreement or the applicable SOW. Client agrees that Rimini Street's ability to perform the Services
is materially dependent on Client's timely performance of its own obligations as described herein. Except as otherwise
specified in an SOW, the Parties agree that all Services will be rendered in the English language only. Client shall provide
access to Client's location(s) as reasonably requested by Rimini Street for effective performance of Services, as well as
reasonable equipment, office support, and a suitable environment for Rimini Street representatives to conduct work and
meet with Client personnel as necessary. If Client requests that any Services be performed at a location other than Rimini
Street's own locations, Rimini Street will seek written pre-approval from Client before incurring any reasonable travel and
living expenses, for which Client agrees to reimburse Rimini Street within forty-five (45) days after Rimini Street provides
Client with reasonable and appropriate expense documentation.
6. Work Product
Any expression of Rimini Street's findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-
how, designs, and other technical information, together with any programs, enhancements, source, and object code that
are not derivative works of Client or Client's licensor(s), shall be deemed Rimini Street work product ("Rimini Street Work
Product"). Rimini Street Work Product shall not include any intellectual property owned by Client or a third party unless
Rimini Street or Client has procured proper permission for the inclusion of such third party intellectual property. Subject to
the foregoing, as between Rimini Street and the Client, all intellectual property rights related to Rimini Street, Rimini Street
Work Product, or the Services, in whole or in part, are and shall remain the exclusive property of Rimini Street.
Rimini Street hereby grants to Client a perpetual,worldwide, irrevocable(except for cause due to breach or license misuse),
royalty-free, and nonexclusive license to use the Rimini Street Work Product that is incorporated into the Services, in
accordance with the terms of this Agreement, for Client's internal business purposes. Client is not licensed to sell,
sublicense, distribute, rent, lease, transfer, share, or assign the Rimini Street Work Product to any other person, entity,
affiliate, beneficiary,or contractor, regardless of their relationship to Client,except as expressly permitted by this Agreement.
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To the extent Client acquires any rights in the Rimini Street Work Product by operation of law despite the terms of this
Agreement, Client hereby assigns those rights to Rimini Street and agrees to cooperate in such further actions as Rimini
Street may reasonably request to give effect to this section.
7. Use by Client's Agents and Affiliates
Client may permit its Authorized Recipients to access or use the Rimini Street Work Product for the sole purpose of
supporting Client's own use as permitted under this Agreement, provided that Client shall be liable to Rimini Street for any
access or use of the Rimini Street Work Product by Client's Authorized Recipients that violates this Agreement. In addition,
the Rimini Street Work Product licensed to Client, and the Services provided to Client, under this Agreement may be used
by, and for the benefit of, Client's Affiliates (as defined below)to the same extent Client is allowed to use and benefit from
such Services, provided that: (i) each such Affiliate has the right to use the Covered Products set forth in Schedule A of
each applicable SOW pursuant to Client's original vendor license agreement(s) for such Covered Products; (ii) such
Affiliates' use of, or benefit from, the Rimini Street Work Product and Services shall be subject to all applicable terms,
conditions and limitations of this Agreement and each applicable SOW; (iii)Client, as the signatory to this Agreement, shall
be responsible for such Affiliates' compliance with the terms, conditions and limitations of this Agreement and Client
acknowledges that the limitations of liability in this Agreement apply, in the aggregate, to all claims or damages sought by
all Affiliates and Client; and (iv) such Affiliates' use of the Rimini Street Work Product and Services is restricted solely to
use with Client's Covered Products as set forth in any Schedule A of each applicable SOW. "Affiliates"means any corporate
entity that, directly or indirectly, controls or is controlled by, or is under common control with, Client.
8. Indemnity
Rimini Street shall indemnify, defend or, at its sole option, settle, and hold Client harmless against any third party claims
that the Rimini Street Work Product or Services delivered to Client pursuant to this Agreement infringe any third party
intellectual property rights, except to the extent: (i) the alleged infringement is based on information, software or other
material (other than the Covered Products under the applicable SOW) not furnished by Rimini Street, or is the result of a
modification made by anyone other than Rimini Street; (ii) such claim would have been avoided but for the combination or
use of the Rimini Street Work Product, the Services, or any portion thereof, with other products, processes or materials
(other than the Covered Products under the applicable SOW)where the alleged infringement relates to such combination;
(iii) Client uses the Rimini Street Work Product or Services in a manner that is inconsistent with, or contrary to, this
Agreement or any applicable license agreement between Client and a third party; or (iv) Client continues any allegedly
infringing activity after being provided with modifications that would have avoided such alleged infringement. In the event
of a claim, Client shall provide Rimini Street with prompt written notice, as well as information, reasonable assistance, and
the sole authority to defend or settle such claim. In addition to providing any indemnification owed to Client, Rimini Street
may, in its reasonable judgment, and at its option and expense, obtain for Client the right to continue using the Rimini Street
Work Product or Services, replace or modify the Rimini Street Work Product or Services to render such Rimini Street Work
Product or Services non-infringing, or terminate the right to use the Rimini Street Work Product in question and make all
reasonable efforts to provide Client with a non-infringing replacement with equivalent functionality at no additional cost to
Client. Client shall have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel
and at its own expense, but Rimini Street will have the exclusive authority and control of the settlement or defense. Rimini
Street shall not enter into any settlement that imposes any legal liability or financial obligation on Client without Client's prior
written consent. THIS SECTION STATES THE ENTIRE LIABILITY AND EXCLUSIVE OBLIGATIONS OF RIMINI STREET
WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF
OR IN CONNECTION WITH THE RIMINI STREET WORK PRODUCT OR THE SERVICES.
9. Limited Warranty
Each Party warrants that it has full legal authority to enter into this Agreement and perform its obligations hereunder, and
that no third party rights or permissions are required in order for it to do so. Client warrants that the entity entering into any
SOW with Rimini Street under this Agreement is the valid license holder for the licensed software to which Rimini Street's
Services relate. Rimini Street warrants that the Services will be performed consistent with generally accepted industry
standards. Client must provide written notice to Rimini Street within thirty(30)days of the completion of the Services alleged
to have been performed inconsistent with this warranty. Client's sole remedy and Rimini Street's sole obligation in the event
of a breach of this warranty is, at Rimini Street's option, to re-perform the Services or refund the amounts paid by Client for
the Services that were not as warranted. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES
DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR USE, AND NON-INFRINGEMENT.
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10. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. WITH THE EXCEPTION OF THE INDEMNITY PROVISIONS PROVIDED IN
SECTION 8 HEREIN, EACH PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR
IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THIS AGREEMENT, ITS NEGOTIATION OR
TERMINATION, OR THE PROVISION OR NONPROVISION OF SERVICES PURSUANT TO ANY SOW (WHETHER IN
CONTRACT OR TORT)SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES RECEIVED BY RIMINI STREET FROM
CLIENT PURSUANT TO THE APPLICABLE SOW FOR THE SUPPORT PERIOD YEAR IN WHICH THE ALLEGED
LIABILITY AROSE. THE PARTIES EXPRESSLY AGREE TO THIS ALLOCATION OF LIABILITY.
11. Payment for Services
Client shall make payments to Rimini Street in accordance with the payment schedule set forth in the applicable SOW,
together with any applicable sales, use, value-added tax (VAT), or any other taxes applicable to the Services, however
designated, other than those based on Rimini Street's net income ("Payments"). Fees listed in any SOW are exclusive of
any value-added tax (VAT) or other applicable taxes or duties. All past-due amounts not subject to a good faith dispute
shall bear interest at one and one-half percent(1.5%)per month. Except as otherwise expressly provided, Payments made
by Client are non-refundable, and shall be made without set-off or counter-claim. If any invoiced Payments are more than
fifteen (15) days past due (beyond the due date already provided under the payment schedule of the applicable SOW),
Rimini Street, in its sole discretion and not in lieu of any other remedy, may cease providing Services until such time as
Rimini Street has received payment from Client for all invoiced and past-due Payments. If Rimini Street determines that
any applicable tax or duty should be included in the invoice and Client requests that such tax or duty not be included, Client
shall provide a tax exemption letter or its functional equivalent in a form reasonably acceptable to Rimini Street prior to
invoicing or, if such letter is not provided prior to invoicing, pay such tax or duty and seek a refund from the relevant taxing
authority on Client's own behalf at a later date.
12. Amendments
All amendments to this Agreement or any SOW must be in writing and executed by authorized representatives of each
Party. No purchase order or other ordering document that purports to modify or supplement the terms of this Agreement or
any SOW shall be of any legal effect, and all such proposed modifications or supplements are objected to and deemed
material. In the event of a conflict in terms between any contract document and one or more of its amendments, the order
of precedence shall be from the most recently properly executed amendment backward to the original contract document.
13. Notice
The persons and their addresses having authority to give and receive notices under this Agreement include the following.
For Rimini Street:
Rimini Street, Inc.
Attn: Legal Department
7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128
Suite 300
Las Vegas, Nevada 89128
For Client:
County of Fresno, California
Attn: Director of Internal Services/CIO
333 West Pontiac Way
Clovis, California 93612
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All notices between the Client and Rimini Street provided for or permitted under this Agreement must be in writing and
delivered either by personal service, by first-class United States mail, or by an overnight commercial courier service. A
notice delivered by personal service is effective upon service to the recipient. A notice delivered by first-class United
States mail is effective three Client business days after deposit in the United States mail, postage prepaid, addressed to
the recipient. A notice delivered by an overnight commercial courier service is effective one Client business day after
deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day
delivery, addressed to the recipient. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including but not
limited to the Government Claims Act(Division 3.6 of Title 1 of the Government Code, beginning with section 810).
14. Force Majeure
Each Party's failure to perform in a timely manner shall be excused to the extent caused by conditions beyond the reasonable
control of the affected Party and which could not have been avoided by reasonable diligence. Such conditions may include
but are not limited to natural disaster, fire, accidents, actions or decrees of governmental bodies, Internet or other
communication line failure not the fault of the affected Party, strikes, acts of God, wars (declared and undeclared), acts of
terrorism, riots, embargoes, and civil insurrection, but shall not include a lack of funds or insufficiency of resources caused by
lack of funds. The Party affected shall immediately give notice to the other Party of such delay and shall resume timely
performance as soon as such condition is terminated. If the period of force majeure exceeds thirty(30)days from the receipt
of notice, the non-affected Party may terminate this Agreement without being in breach of this Agreement, and Client shall be
entitled to a pro-rated refund for any prepaid Services not received after the effective date of the termination, calculated
using a daily proration and measured from the effective date of the termination through the end of the prepaid period.
15. Independent Contractor Status
Rimini Street performs its obligations pursuant to this Agreement as an independent contractor, not as an employee of
Client. Nothing in this Agreement is intended to create or be construed as the existence of a partnership, joint venture, or
general agency relationship between the Parties.
16. Legal Interpretation
No provision of this Agreement shall be construed against either Party by virtue of the fact of having drafted such provision.
Each Party represents that it had a sufficient opportunity to consult with legal counsel and to fully consider and negotiate
the provisions of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, its invalidity
shall not affect the remainder of the Agreement, and to the maximum extent possible, such provision shall be interpreted to
give effect to the original intent of the Parties while meeting the minimum requirements for validity, legality, and
enforceability. The failure by a Party to exercise any right hereunder shall not operate as a waiver of such Party's right to
exercise such right or any other right in the future. Except as otherwise specifically stated herein, remedies shall be
cumulative and there shall be no obligation to exercise a particular remedy.
17. General
This Agreement shall be governed by the laws of the State of California, United States of America, without regard to the
choice of law principles of any jurisdiction. Exclusive jurisdiction and venue shall be in Fresno County, California, United
States of America, and each Party waives any objection to the adjudication of disputes in that forum. This Agreement
constitutes the entire agreement between the Parties, and replaces and supersedes any prior verbal or written
understandings, proposals, quotations, communications, or representations between the Parties relating to the subject
matter of this Agreement. Except as otherwise expressly provided, nothing in this Agreement creates any rights,obligations,
or benefits directly or indirectly to any non-Party. Neither Party shall assign or transfer this Agreement, nor its interest,
rights or responsibilities under this Agreement, except with written consent of the other Party This Agreement and any
SOWS under this Agreement may be signed in counterparts, which together shall be deemed one instrument, and may be
signed and delivered electronically.
18. Total Contract Amount
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In no event shall compensation paid by Client for all Services performed under this Agreement exceed $2,519,201.00 USD
during the potential term of this Agreement.
19. Disclosure of Self-Dealing Transactions
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation)or
if during the term of this Agreement, the CONTRACTOR changes its status to operate as a corporation.
Members of CONTRACTORS Board of Directors shall disclose any self-dealing transactions that they are a party to while
CONTRACTOR is providing goods or performing services under this Agreement. A self-dealing transaction shall mean a
transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material financial interest.
Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a.Self-Dealing Transaction Disclosure Form Exhibit"A", attached hereto and by this reference incorporated herein,
and submitting it to the County of Fresno prior to commencing with the self-dealing transaction or immediately thereafter.
20. Audits and Inspections
CONTRACTOR shall, at mutually convenient times during business hours, no more frequently than once per year, make
available to CLIENT for examination all of its records and data with respect to the matters covered by this Agreement.
CONTRACTOR shall, upon request by CLIENT, permit CLIENT to audit and inspect all of such records and data necessary
to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars($10,000.00), CONTRACTOR shall be subject to the examination and audit
of the California State Auditor for a period of three (3) years after final payment under contract(Government Code Section
8546.7).
21. Signatures
The undersigned represent and warrant that they are authorized to sign on behalf of, and bind, their respective Party.
For Client: For Rimini et, Inc.:
;000�1
Sal uin r , Cha man of the: Authorized Signature
Boa rs of the County of Fresno
Seth Ravin
ATTEST: Printed Name
Bernice E. Seidel
Clerk of the Board of Supervisors CEO
County of Fresno, State of California Title
By: October 31, 2023
Depu y Date
December 12, 2023
Date
FOR ACCOUNTING USE ONLY:
ORG: 8933
Account: 7309
Fund: 1030
Subclass: 10000
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Exhibit A
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).
Mail the completed form to: County of Fresno
RE: Rimini Street
Internal Services Department
333 W. Pontiac Way
Clovis, CA 93611
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(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:
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Statement of Work No. 1.1
PeopleSoft Support Services
This Statement of Work No. 1.1 — PeopleSoft Support Services ("PS SOW") is issued pursuant to that
certain Master Services Agreement dated on or about December 12, 2023 (the "Agreement")
between County of Fresno, a political subdivision of the state of California ("Client")and Rimini Street, Inc.,
a Delaware corporation ("Rimini Street"). This PS SOW is effective as of the date of the last signature of
the Parties below ("PS SOW Effective Date"). Unless otherwise indicated herein, capitalized terms used
in this PS SOW without definition shall have the respective meanings specified in the Agreement and all
section, schedule and attachment references in this PS SOW shall be to applicable sections, schedules
and attachments of the Agreement. To the extent that the terms and conditions set forth in this PS SOW
and Schedules attached hereto conflict with the terms and conditions of the Agreement, the terms and
conditions of this PS SOW and Schedule A will prevail. The Parties acknowledge and agree that Statement
of Work No. 1 for PeopleSoft Support Services entered into by and between the Parties on August 4, 2020
("Prior SOW") shall remain in effect until December 31, 2023. As of January 1, 2024 ("PS SOW Start
Date"), this PS SOW shall supersede and replace the Prior SOW and the Parties acknowledge and agree
that the Prior SOW shall be terminated as of the PS SOW Start Date.
1. Services
Rimini Street shall provide Client with certain support services and certain deliverables as follows for the
Covered Products listed in Schedule A attached hereto and subject to the capitalized definitions and
additional terms found in Section 7 below(hereafter collectively referred to as "Services"):
A. Product Support. Rimini Street will provide Client with diagnostic services, advice, and
recommendations relating to the proper operation of Client's PeopleSoft System.
B. Product Fixes. Rimini Street will provide fixes for Issues Client encounters in the Covered
Products listed in Schedule A, used in the PeopleSoft Production Release(as well as the Target PeopleSoft
Production Release for any PeopleSoft upgrade project Client undertakes). Rimini Street will provide fixes
to the original code as delivered by Oracle Corporation (as successor in interest to PeopleSoft USA, Inc.)
as well as to Client-Made Customized Code for on-line, batch, and report code.
C. Tax, Legal and Regulatory Updates. Rimini Street will provide tax, legal and regulatory
updates during the Support Period for the Covered Products and jurisdictions detailed in Schedule A.
D. Installation Support. Rimini Street will provide support for reinstallations of the
PeopleSoft System if required as a result of an Issue with Client's development, test, or production
environments. Installation support shall include advice and recommendations for the execution of
installation scripts, configuring the PeopleSoft Technology Foundation, and advice and recommendations
for the installation and configuration of supported versions of third-party products from MicroFocus and
Crystal Reports. Installation support shall also include advice and recommendations related specifically to
Client's choice of a Rimini Street Supported RDBMS platform and Client's choice of a Rimini Street
Supported Operating System platform for the PeopleSoft Technology Foundation servers and RDBMS
servers.
E. Interoperability Support. Rimini Street will provide advice, recommendations, and testing
assistance with Issues determined to likely involve interoperability issues between the PeopleSoft
Technology Foundation, PeopleSoft Applications, Rimini Street Supported RDBMS platform, Rimini Street
Supported Operating System, implemented Crystal Reports software, and implemented MicroFocus
software.
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F. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics,
advice, and recommendations for the PeopleSoft Technology Foundation and PeopleSoft Applications
using proprietary and commercially available tools. Rimini Street will use commercially reasonable efforts
to provide advice and recommendations for performance tuning Client's Rimini Street Supported RDBMS,
Rimini Street Supported Operating System, and other third-party products used in the PeopleSoft System.
G. Upgrade Process Support. Rimini Street will provide upgrade process support from
Client's current PeopleSoft Production Release to any Target PeopleSoft Production Release listed on
Schedule A. Rimini Street will make upgrade support available to any such Target PeopleSoft Production
Release for at least fifteen (15) years after the PS SOW Effective Date, provided this PS SOW remains in
effect without interruption during said fifteen (15)year period.
H. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of
software updates and other support-related materials for the Covered Products that Client may elect to
obtain from Oracle prior to the expiration date of the corresponding Oracle support services for the Covered
Products(that expiration date being referred to as the"Maintenance End Date"). All Covered Product files
or materials that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date
shall be referred to collectively as the "Client Archive." Client shall deposit the Client Archive on a file
storage location owned, leased, or otherwise controlled by Client (the file storage location with the Client
Archive shall be referred to as the "Client Archive Repository"). If Client requests that Rimini Street
access the Client Archive in rendering Services under this PS SOW, the Client Archive Repository and
remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client.
2. Support Period
Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United
States Pacific Time on January 1, 2024 and ending at one minute before midnight (11:59 p.m.) United
States Pacific Time on December 31, 2024 ("Support Period"). This PS SOW may be renewed by a
mutual written amendment extending the Support Period.
3. Termination by Client
Client may not terminate this PS SOW at any time during the Support Period except for cause pursuant to
the Agreement, or due to a non-funding event, as described in the Agreement.
4. Service Level Agreement
During the Support Period, Client will be entitled to receive support twenty-four(24) hours a day, seven (7)
days a week (including major holidays)for Critical Issue (P1) cases. Response time commitment for a first
live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for support
on a Critical Issue case is less than fifteen (15) minutes. Client will be entitled to receive support for all
other Issues during Rimini Street Business Hours,as specified in Schedule A. Response time commitments
and communication update intervals for each Issue are detailed in Table 1 below. Business Impact
Guidelines for each Client Priority Level are detailed in Table 2 below.
Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Client's
Named Primary Support Engineer shall be the point of contact at Rimini Street for Client's personnel and
agents reporting and working to resolve Issues with the Covered Products listed in Schedule A during the
Support Period. When Client's Named Primary Support Engineer is unavailable due to on-call rotations or
days off, a temporary on-call Named Primary Support Engineer shall be available to Client.
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Rimini Street, Inc. Proprietary & Confidential
Table 1
Issue Severity Client Rimini Street Client Communications Update Commitment*
Priority Initial Response
Level Commitment
Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours
Serious Issue Priority 2 30 Elapsed Minutes Every 4 Business Hours
Standard Issue Priority 3 1 Business Day Every 5 Business Days
Q&A Priority 4 1 Business Day As appropriate
*If resolution of an Issue is dependent upon some interim measure, such as developing a software patch, etc., an alternative
communication update commitment may be defined and agreed upon with Client.
Table 2
Client Priority Level Business Impact Guidelines
Priority 1 Issue where a supported Covered Product is completely unavailable to users
or is working at a severely degraded capacity/performance level for multiple
users that makes Covered Product unusable; or
Issue has a major impact to external client/customer; or
Issue is impacting revenue or time sensitive regulatory compliance
AND no acceptable workaround exists.
Priority 2 Issue where a supported Covered Product's functionality has become limited
or is working at marginally degraded capacity or performance for multiple
users AND no acceptable workaround exists; or
Issue where a Covered Product component is unavailable or is working at a
severely degraded capacity/performance
AND an acceptable workaround exists.
Priority 3 Issue where a single user is unable to use a Covered Product or a component
of a Covered Product that is necessary for the user to perform their primary
work activities; or
Issue that is not critical is encountered with the Covered Product that leads to
a minimal loss of functionality, capacity or performance; or
A feature is unavailable where another can be readily used (e.g., routing to a
different printer).
Priority 4 General request for information or"how to" (Q&A); or
Report of event not causing impact to work operation or production.
5. Fees and Payment Schedule
A. Annual Support Fees. In consideration for Services provided pursuant to this PS SOW,
Client agrees to pay Rimini Street fees ("Annual Support Fees") for each year the PS SOW remains in
effect during the Support Period in accordance with the terms set forth herein as follows: for the period from
January 1, 2024 through December 31, 2024 (Year 1 of the Support Period), the Annual Support Fee shall
be$863,905.00 USD. If renewed pursuant to Section 2, the Annual Support Fee for Years 2 through 15 of
the Support Period shall increase each Year by 5% over the fee for Services paid by Client for the
immediately preceding contiguous Year.
Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered
Products listed in Schedule A or increases the license usage of any Covered Product beyond the"Maximum
License Metric" listed in Schedule A for one or more Covered Products (whether or not such increased
usage required Client to pay Oracle Corporation additional license fees), Client agrees to an equitable
adjustment of the Annual Support Fees to reflect 50% of the projected Covered Product support and
maintenance fees that would have been paid by Client to Oracle for annual support services on the
expanded license or expanded license usage of the Covered Products. Any such equitable adjustment of
the Annual Support Fees shall also be subject to the annual percentage increase described in the first
paragraph of this Section 5.A.
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B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street
according to the following agreed payment schedule ("Payment Schedule"):
Payment Schedule Amount USD
Support Period Years: Payment shall be due and payable on the $As calculated per
start date of the Support Period Year, and shall be invoiced Section 5.A above
approximately sixty (60)days prior to such start date
A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of
this PS SOW and annually thereafter at least sixty (60) days prior to the start date of each subsequent
Support Period Year, provided that Client's failure to timely send a purchase order shall not prevent Rimini
Street from invoicing Client or excuse any delay in payment by Client.
6. Additional Client Obligations
A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to
assure that Rimini Street provided fixes and updates perform as documented with the PeopleSoft System
before moving said fixes and updates into any production environment.
B. Access to Software. Client acknowledges that Rimini Street may need, and Client
therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the
Covered Products listed in Schedule A, which are used in the PeopleSoft Production Release (as well as
the Target PeopleSoft Production Release for any upgrade project that Client undertakes), in order to
render Services pursuant to this PS SOW; and (ii) access the Client Archive (if any, and if Client requests
that Rimini Street access the Client Archive in providing Services under this PS SOW). Accordingly, Client
shall provide Rimini Street with remote access to one or more non-production development and test
environment(s), on servers owned, leased, or otherwise controlled by Client, that include the Covered
Products and Client Archive, together with all license codes and other software required for their proper
operation (each a "Non-Production Environment"). Each Non-Production Environment and remote
access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client.
C. Work Product License Usage. Notwithstanding anything to the contrary in the
Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product
for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client
chooses to terminate this PS SOW and undertake self-support or contract with a different service provider
to provide support and maintenance services for the Covered Products listed in Schedule A. In such event,
Client shall bind such employee or third party to obligations of non-disclosure and restricted use which are
no less stringent than those contained within this PS SOW and the Agreement.
D. Internal Client Support. Client is responsible for providing Help Desk Support and
System Administration Support.
7. Additional Services Terms
The following additional terms apply to the Services described in Section 1:
A. Definitions. The following definitions are used throughout this PS SOW:
I. Client-Made Customized Code: Changes or updates made by Client or Client's
representatives to PeopleTools objects, COBOL objects, SQR, Crystal Reports, and Visual
Basic (VB) subroutines called from PeopleTools that vary from the standard, unmodified,
but fix-mastered code line delivered by Oracle in its fix-mastered Applications.
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Rimini Street, Inc. Proprietary & Confidential
II. Covered Products: The individual product modules licensed to Client and set forth in
Schedule A.
III. Crystal Reports: A software product that performs as a reporting tool, and is bundled and
licensed by Oracle or SAP AG for use with PeopleSoft Systems. Crystal Reports is
alternatively known as Seagate 9, Business Objects 10, and Business Objects Enterprise
XI.
IV. PeopleSoft Application: An Oracle product whose definition, design, and operating
characteristics are defined as on-line and batch code that is managed in PeopleTools or
as a callout subroutine from PeopleTools and that can be altered using PeopleTools, SQR,
Crystal Reports, Visual Basic (VB), or COBOL.
V. PeopleSoft Production Release: The PeopleSoft product release level of the Covered
Products that Client is currently using in its live, production environment, as specified in
Schedule A as the current release.
VI. PeopleSoft System: Includes the Client's PeopleSoft Technology Foundation and
PeopleSoft Applications listed on Schedule A operating on the PeopleSoft Production
Release.
VII. PeopleSoft Technology Foundation: Includes the group of PeopleSoft and third party
products known as PeopleTools, application servers, web servers, and middleware
products such as BEA WebLogic, IBM WebSphere, and Oracle Fusion Middleware.
Vill. RDBMS: Relational Database Management System. Examples include DB2 or Informix,
Sybase, Oracle, and SQL Server products by IBM, Sybase, Oracle, and Microsoft,
respectively.
IX. Rimini Street Supported Operating System: An operating system and operating system
release level supported by Oracle on or before Client terminates its Oracle Support
Services Agreement, or subsequently agreed to be supported by Rimini Street for use with
Client's PeopleSoft Production Release.
X. Rimini Street Supported RDBMS Release: An RDBMS and RDBMS release level
supported by Oracle on or before Client terminates their Oracle Support Services
Agreement, or subsequently agreed to be supported by Rimini Street for use with Client's
PeopleSoft Production Release.
XI. Issue: An issue to be addressed pursuant to Table 1 in Section 4 that meets all of the
following criteria: (i)found by Client in the PeopleSoft Technology Foundation, PeopleSoft
Applications, or Crystal Reports implementation, or in any updates and fixes provided to
Client by Rimini Street, or by Oracle and obtained from Oracle by Client up through Client's
Maintenance End Date; (ii) Client becomes aware of the issue during the Support Period
and reports the issue to Rimini Street during the Support Period; and (iii) meets one of the
four Priority Level criteria set forth on Table 2 of Section 4.
XII. Target PeopleSoft Production Release: The PeopleSoft product release level(s) of the
Covered Products that are: (a)generally available to Oracle customers prior to termination
of Client's Oracle support services agreement for the Covered Products; (b) obtained by
Client;and that(c)Client may desire to upgrade to as its next, live, production environment,
as specified in Schedule A.
XIII. Help Desk Support: Means first line, simple corrective assistance by one or more
individuals or a third party organization designated and/or contracted by Client to be the
first point of contact for Client's entire user population for Covered Products. Help Desk
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Rimini Street, Inc. Proprietary & Confidential
Support provides an initial front-line response to all Client user-reported cases, and
resolves certain low-level user reported issues. Common issues to be resolved by Help
Desk Support include general system information requests, Covered Product user
administration (e.g., user setup and security), Client-specific operational procedures,
hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider,
application, and database access), and similar activities.
XIV. System Administration Support: Means in-depth technical and system administration
support that includes technical troubleshooting, analysis and resolution options for the
Covered Products. System Administration Support services are more advanced than those
generally provided by Help Desk Support and typically staffed with product trained
personnel experienced with the Covered Products. Issues with Covered Products reported
by Client end users to Help Desk Support that are not fully resolved by Help Desk Support
may be escalated to System Administration Support. System Administration Support may
include assisting Help Desk Support with resolution of issues, independent System
Administration Support diagnosis and resolution of more advanced issues, and/or
installation and configuration of software workarounds, updates or fixes made available
and provided by Rimini Street. Issues not able to be resolved by System Administration
Support may be escalated to Rimini Street.
XV. Business Hour: A single hour of time during the Rimini Street Business Hours specified
in Schedule A, Monday through Friday.
XVI. Business Day: Nine (9) Business Hours.
XVII. Elapsed Minutes: Actual accrued time from a specific event(such as logging a case).
B. PeopleTools, Third Party Products, and Language Support. Rimini Street will provide
support for PeopleSoft PeopleTools under this PS SOW. However, Client understands and acknowledges
that Rimini Street is not able and will not provide any fixes or updates for the PeopleSoft PeopleTools
product or any third party, non-PeopleSoft products used with, embedded, integrated, or bundled with the
Covered Products, since Client does not have rights to access or modify source code for these products.
For purposes of example only, such third party products include, but are not limited to, operating systems,
database systems, application servers,web servers, online and batch processing tools, reporting tools and
analytic tools (such as Actuate, Oracle Hyperion, Oracle OBIEE, SAP Business Objects and Crystal
Reports). The scope of this PS SOW expressly excludes support for any language objects other than for
those listed for Covered Products in any Schedule A.
C. Installation Support. Rimini Street will remotely support Client with respect to initial,first-
time installations and configurations of PeopleSoft products that Client was not using in production on or
before the Support Period. Installation Support does not include project planning, advice, or
recommendations relating to the migration of RDBMS platforms or PeopleSoft Technology Foundation
server and RDBMS server operating system platforms (e.g., Oracle to DB2 RDBMS or Windows 2000 to
UNIX), nor installations of a new major release of PeopleSoft products performed as the first step in an
upgrade project to a new production PeopleSoft major release(e.g., PeopleSoft 8.8 SP1 to PeopleSoft 9.1).
Installation Support is subject to Client having a sufficient backup of the software installation, or a copy of
the Covered Products with all necessary components, and making it available to Rimini Street for
reinstallation.
D. Interoperability Support. Interoperability Support will be remotely available to Client for
its PeopleSoft System so long as the combination of products and platforms is supported and designed for
compatible use in the PeopleSoft System and such combination of products and platforms has been fully
tested for proper interoperability prior to production rollout and go-live. Client is fully responsible for any
interoperability issues related to third-party products that are incompatible with, or that were not properly
tested for proper operation with, Client's PeopleSoft System. Rimini Street will provide upon request, at an
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Rimini Street, Inc. Proprietary & Confidential
additional fee per request and with Client providing copies of all source and target software releases,
interoperability testing for operating system and RDBMS release updates that have not been tested by
Oracle for proper operation with the PeopleSoft System prior to the termination of Client's PeopleSoft
Support Services Agreement.
E. Performance Tuning. Client is responsible for ensuring that adequate and reasonable
functional, scalability, and regression testing have been completed in the development and test phases
prior to production rollout and go-live. Performance tuning support includes recommendations and advice
for configuration, deployment model, and parameter settings for the PeopleSoft Technology Foundation
and PeopleSoft Applications.
F. Upgrade Support. Client is responsible for obtaining any Target PeopleSoft Production
Release, as well as all related and available PeopleSoft upgrade deliverables that include upgrade script
templates, patches, localizations, technical platforms, PeopleSoft Fix Bundles, PeopleSoft Hot Fixes,
release notes, release documentation, upgrade documentation, or necessary license keys.
G. Upgrade Process Support. Client is responsible for actual upgrade project planning,
resourcing, and execution.
H. Client-Made Customized Code Support. Client must make its Client-Made Customized
Code and related customized documentation available to Rimini Street with reasonable lead time prior to
the first support request by Client. Further, only customizations that have been implemented and coded
using PeopleSoft Tools, SQR, Crystal Reports, MicroFocus COBOL, and VB/eScripting will be supported
as part of this PS SOW, and said Client-Made Customized Code must have: (a) been tested and proven
functionally stable in a development and/or test environment; (b) undergone reasonable, industry-standard
functional, regression, and scalability testing prior to production rollout and go-live; and (c) worked
successfully in production before an Issue arises.
I. Tax, Legal and Regulatory Support. Client must possess the most recent tax, legal and
regulatory updates made available by Oracle for the PeopleSoft Production Release and any Target
PeopleSoft Production Release before Client's Maintenance End Date ("Tax, Legal & Regulatory
Foundation"). Rimini Street will build future tax, legal and regulatory updates starting from the Tax, Legal
& Regulatory Foundation, provided that Rimini Street shall not be required to provide any such updates
prior to Client's Maintenance End Date.
J. Twenty-First Century Dates. PeopleSoft designed two-digit year displays to resolve into
four-digit years for storage and manipulation. Therefore, two-digit year displays in online panels or reports
are not programming errors or considered an Issue in the context of this PS SOW.
K. Additional Consulting. Any services required by Client outside the defined Services in
this PS SOW are expressly excluded from the scope of this PS SOW. Rimini Street will not perform out-
of-scope services without Client's written pre-approval. If Client desires Rimini Street to provide additional
out-of-scope services, separate agreements in the form of an amendment to this PS SOW or an additional
SOW will need to be executed by the Parties prior to Rimini Street performing such services.
L. Trade Names. The PeopleSoft name, PeopleSoft product names, and PeopleSoft release
names are trademarks of Oracle Corporation. All other names and product names are the property of their
respective owners.
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Rimini Street, Inc. Proprietary & Confidential
8. Client Contacts
Primary Contact Billing Contact Shipping Contact
Name:Sheri Walden Name:Same as Prima Name:Same as Primary
Address:333 West Pontiac Way Address: Address:
City,St,Zip:Clovis,California 93612 City,St,Zip: City,St,Zip:
Phone:+1 599 600-5806 Phone: Phone:
Email:swalden@fresnocountyca.gov Email: Email:
9. Signatures
The undersigned represent and warrant that they are authorized, as representatives of the party on whose
behalf they are signing, to sign this PS SOW and to bind their respective party thereto.
For Client: For Rimini Str Inc.:
S af,Q 'n ero, hairman of the Authorized Signature
Board of rvisors of the County of Fresno
Seth Ravin
ATTEST: Printed Name
Bernice E. Seidel
Clerk of the Board of Supervisors CEO
County of Fresno, State of California Title
By: October 31, 2023
Deputy Date
December 12, 2023
Date
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Rimini Street, Inc. Proprietary & Confidential
Schedule A
to Statement of Work No. 1.1 — Instance #1
Data Center Locations : Fresno,California
Client Support Team Locations : Fresno,California
Support to be provided in the following Lan ua e s : English
Client Support Team Business Hoursrrime Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Responsibility for Maintaining and Supporting Interfaces: Client
Production Instances Supported: One 1
DBMS Hardware Platform,OS,and RDBMS: IBM Power,AIX-Based Systems(64-bit),AIX 64-bit,Oracle
Database 11.2.0.4.0
Oracle Maintenance End Date "MED" : Not Applicable
Countries Supported:United States(Note:Subject to Client possessing country materials for each country supported for a Covered
Product.Additional countries may be added after the PS SOW Effective Date at Client's discretion,subject to reasonable fees to be
agreed upon by the Parties.Client shall provide Rimini Street a written request for new country additions at least 90 days in advance
of Client's desired go-live date with each country addition.)
Panel Languages Supported: English (Note: Subject to Client possessing panel language materials for each system language
supported for a Covered Product.Additional panel languages may be added after the PS SOW Effective Date at Client's discretion,
subject to reasonable fees to be agreed upon by the Parties.Client shall provide Rimini Street a written request for new panel language
additions at least 90 days in advance of Client's desired go-live date with each system language addition.)
Report Languages Supported: English (Note: Subject to Client possessing report language materials for each report language
supported for a Covered Product.Additional report languages may be added after the PS SOW Effective Date at Client's discretion,
subject to reasonable fees to be agreed upon by the Parties.Client shall provide Rimini Street a written request for new report language
additions at least 90 days in advance of Client's desired go-live date with each report language addition.)
Applications Data: HCM
Covered Products
PeopleSoft Module CSI Current Future Target Tax,Legal Applicable Maximum Notes
Number Release Release(s)and & Tax& License
and Patch Minimum Patch Regulatory Regulatory Metric
Level Level(s) Updates Jurisdiction
1 PeopleTools Not 8.54.08 Latest Available on No Not Applicable Not
Applicable PS SOW Effective Applicable
Date "LAOED"
2 PeopleSoft 14484976 9.2 LAOED No Not Applicable 9000
Enterprise Absence Employee
Management Count
Perpetual
3 PeopleSoft 14484975 9.2 LAOED No Not Applicable 9000
Enterprise Benefits Employee
Admin.For Public Count
Sector Perpetual
4 PeopleSoft 14484979 9.2 LAOED No Not Applicable 9000
Enterprise Ebenefits Employee
Count
Perpetual
5 PeopleSoft 14484979 9.2 LAOED No Not Applicable 9000
Enterprise Employee
Ecompensation Count
Perpetual
6 PeopleSoft 14484979 9.2 LAOED No Not Applicable 9000
Enterprise Employee
Edevelopment Count
Perpetual
7 PeopleSoft 14484979 9.2 LAOED Yes United States 9000
Enterprise Epay Employee
Count
Perpetual
8 PeopleSoft 14484979 9.2 LAOED No Not Applicable 9000
Enterprise Eprofile Employee
Count
Perpetual
Page 9 of 13
Rimini Street, Inc. Proprietary & Confidential
PeopleSoft Module CSI Current Future Target Tax,Legal Applicable Maximum Notes
Number Release Release(s)and & Tax& License
and Patch Minimum Patch Regulatory Regulatory Metric
Level Level(s) Updates Jurisdiction
9 PeopleSoft 14484979 9.2 LADED No Not Applicable 9000
Enterprise Erecruit Employee
Count
Perpetual
10 PeopleSoft 14482725 9.2 LAOED No Not Applicable 9000
Enterprise Employee
Extended Count
Enterprise License Perpetual
11 PeopleSoft 14484975 9.2 LAOED Yes United States 9000 United
Enterprise Human Employee States
Resources For Count Federal
Public Sector Perpetual I Forms
12 PeopleSoft 14484975 9.2 LAOED Yes United States 9000 United
Enterprise Payroll Employee States
For Public Sector Count Federal+
Perpetual 50 States;
Specify
year and
schedule
(A-F)first
update
required,
i.e.First
Required
Update:
Oracle
2020-C
13 PeopleSoft 14484976 9.2 LADED No Not Applicable 9000
Enterprise Talent Employee
Acquisition Count
Manager Perpetual
14 Merant Net Express 14483258 Not LADED No Not Applicable 1 Server
V3 Win/Nt applicable
15 Merant Server 14483258 Not LADED No Not Applicable 3 Servers
Express V1 For U applicable
Page 10 of 13
Rimini Street, Inc. Proprietary & Confidential
Schedule A
to Statement of Work No. 1.1 — Instance #2
Data Center Locations : Fresno,California
Client Support Team Locations : Fresno,California
Support to be provided in the following Lan ua e s : English
Client Support Team Business Hoursrrime Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Responsibility for Maintaining and Supporting Interfaces: Client
Production Instances Supported: One 1
DBMS Hardware Platform,OS,and RDBMS: IBM Power,AIX-Based Systems(64-bit),AIX 64-bit,Oracle
Database 11.2.0.4.0
Oracle Maintenance End Date "MED" : Not Applicable
Countries Supported:United States(Note:Subject to Client possessing country materials for each country supported for a Covered
Product.Additional countries may be added after the PS SOW Effective Date at Client's discretion,subject to reasonable fees to be
agreed upon by the Parties.Client shall provide Rimini Street a written request for new country additions at least 90 days in advance
of Client's desired go-live date with each country addition.)
Panel Languages Supported: English (Note: Subject to Client possessing panel language materials for each system language
supported for a Covered Product.Additional panel languages may be added after the PS SOW Effective Date at Client's discretion,
subject to reasonable fees to be agreed upon by the Parties.Client shall provide Rimini Street a written request for new panel language
additions at least 90 days in advance of Client's desired go-live date with each system language addition.)
Report Languages Supported: English (Note: Subject to Client possessing report language materials for each report language
supported for a Covered Product.Additional report languages may be added after the PS SOW Effective Date at Client's discretion,
subject to reasonable fees to be agreed upon by the Parties.Client shall provide Rimini Street a written request for new report language
additions at least 90 days in advance of Client's desired go-live date with each report language addition.)
Applications Data: FSCM
Covered Products
PeopleSoft CSI Current Future Target Tax,Legal& Applicable Maximum Notes
Module Number Release Release(s)and Regulatory Tax& License
and Patch Minimum Patch Updates Regulatory Metric
Level Level(s) Jurisdiction
1 PeopleTools Not 8.55.08 LAOED No Not Not
Applicable (FSCM) Applicable Applicable
2 PeopleSoft 14486248 9.2 LAOED Yes United 825000000 United States
Enterprise Accounts States Reported IRS Form
Payable For The Revenues 1099
Public Sector I Perpetual Updates
3 PeopleSoft 14486248 9.2 LAOED No Not 825000000
Enterprise Accts Applicable Reported
Receivable For The Revenues
Public Sector Per etual
4 PeopleSoft 14486248 9.2 LAOED Yes United 82500000 United States
Enterprise Asset States Nonstandard Federal
Management User Depreciation
Updates
5 PeopleSoft 14486248 9.2 LAOED Yes United 495000000 United States
Enterprise Asset States Reported Federal
Management Budget Depreciation
Perpetual Updates
6 PeopleSoft 14486248 9.2 LAOED Yes United 825000000 United States
Enterprise Asset States Reported Federal
Management For Revenues Depreciation
Public Sector Perpetual Updates
7 PeopleSoft 14486248 9.2 LAOED No Not 82500000
Enterprise General Applicable Nonstandard
Ledger User
8 PeopleSoft 14486248 9.2 LAOED No Not 495000000
Enterprise General Applicable Reported
Ledger Budget
Perpetual
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Rimini Street, Inc. Proprietary & Confidential
PeopleSoft CSI Current Future Target Tax,Legal& Applicable Maximum Notes
Module Number Release Release(s)and Regulatory Tax& License
and Patch Minimum Patch Updates Regulatory Metric
Level Level(s) Jurisdiction
9 PeopleSoft 14486248 9.2 LAOED No Not 825000000
Enterprise General Applicable Reported
Ledger For The Revenues
Public Sector Perpetual
10 PeopleSoft 14486248 9.2 LAOED Yes United 82500000 United States
Enterprise Payables States Nonstandard IRS Form
User 1099
Updates
11 PeopleSoft 14486248 9.2 LAOED Yes United 495000000 United States
Enterprise Payables States Reported IRS Form
Budget 1099
Perpetual Updates
12 PeopleSoft 14486248 9.2 LAOED No Not 82500000
Enterprise Applicable Nonstandard
Purchasing User
13 PeopleSoft 14486248 9.2 LAOED No Not 495000000
Enterprise Applicable Reported
Purchasing Budget
Perpetual
14 PeopleSoft 14486248 9.2 LAOED No Not 825000000
Enterprise Applicable Reported
Purchasing For Revenues
Public Sector I Perpetual
15 PeopleSoft 14486248 9.2 LAOED No Not 82500000
Enterprise Applicable Nonstandard
Receivables User
16 PeopleSoft 14486248 9.2 LAOED No Not 495000000
Enterprise Applicable Reported
Receivables Budget
Perpetual
Page 12 of 13
Rimini Street, Inc. Proprietary & Confidential
Schedule A
to Statement of Work No. 1.1 — Instance #3
Data Center Locations : Fresno,California
Client Support Team Locations : Fresno,California
Support to be provided in the following Lan ua e s : English
Client Support Team Business Hours/Time Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Responsibility for Maintaining and Supporting Interfaces: Client
Production Instances Supported: One 1
DBMS Hardware Platform,OS,and RDBMS: IBM Power,AIX-Based Systems(64-bit),AIX 64-bit,Oracle
Database 11.2.0.4.0
Oracle Maintenance End Date "MED" : Not Applicable
Countries Supported:United States(Note:Subject to Client possessing country materials for each country supported for a Covered
Product.Additional countries may be added after the PS SOW Effective Date at Client's discretion,subject to reasonable fees to be
agreed upon by the Parties.Client shall provide Rimini Street a written request for new country additions at least 90 days in advance
of Client's desired go-live date with each country addition.)
Panel Languages Supported: English (Note: Subject to Client possessing panel language materials for each system language
supported for a Covered Product.Additional panel languages may be added after the PS SOW Effective Date at Client's discretion,
subject to reasonable fees to be agreed upon by the Parties.Client shall provide Rimini Street a written request for new panel language
additions at least 90 days in advance of Client's desired go-live date with each system language addition.)
Report Languages Supported: English (Note: Subject to Client possessing report language materials for each report language
supported for a Covered Product.Additional report languages may be added after the PS SOW Effective Date at Client's discretion,
subject to reasonable fees to be agreed upon by the Parties.Client shall provide Rimini Street a written request for new report language
additions at least 90 days in advance of Client's desired go-live date with each report language addition.)
Applications Data: EPM
Covered Products
PeopleSoft Module CSI Current Future Target Tax,Legal Applicable Maximum Notes
Number Release Release(s)and & Tax& License
and Patch Minimum Patch Regulatory Regulatory Metric
Level Level(s) Updates Jurisdiction
1 PeopleTools Not 8.47 Latest Available on No Not Applicable Not Applicable
Applicable PS SOW Effective
Date "LAOED"
2 PeopleSoft 14486248 8.9 LAOED No Not Applicable 82500000
Enterprise Budgets Nonstandard
User
3 PeopleSoft 14486248 8.9 LAOED No Not Applicable 495000000
Enterprise Budgets Reported
Budget
Perpetual
4 PeopleSoft 14486248 8.9 LAOED no Not Applicable 825000000
Enterprise Budgets Reported
For Public Sector Revenues
Perpetual
Page 13 of 13
Rimini Street, Inc. Proprietary & Confidential
Statement of Work No. 2.1
Oracle Database Support Services
This Statement of Work No. 2.1 —Oracle Database Support Services ("ODB SOW") is issued pursuant to
that certain Master Services Agreement dated on or about December 12, 2023 (the "Agreement")
between County of Fresno, a political subdivision of the state of California ("Client")and Rimini Street, Inc.,
a Delaware corporation ("Rimini Street"). This ODB SOW is effective as of the date of the last signature
of the Parties below ("ODB SOW Effective Date"). Unless otherwise indicated herein, capitalized terms
used in this ODB SOW without definition shall have the respective meanings specified in the Agreement
and SOW No. 1.1 for PeopleSoft Support Services (the "Corresponding Applications SOW"). To the
extent that the terms and conditions set forth in this ODB SOW and Schedules attached hereto conflict with
the terms and conditions of the Agreement, the terms and conditions of this ODB SOW and Schedule A will
prevail. The Parties acknowledge and agree that Statement of Work No. 2 for Oracle Database Support
Services entered into by and between the Parties on August 4, 2020 ("Prior SOW") shall remain in effect
until December 31, 2023. As of January 1, 2024 ("ODB SOW Start Date"),this ODB SOW shall supersede
and replace the Prior SOW and the Parties acknowledge and agree that the Prior SOW shall be terminated
as of the ODB SOW Start Date.
1. Services
Rimini Street shall provide Client with certain support services and certain deliverables (hereafter
collectively referred to as "Services") as follows for the Covered Products listed in Schedule A attached
hereto. The Services shall apply only to the extent such Covered Products are used solely in conjunction
with the Covered Products identified in Schedule A of the Corresponding Applications SOW:
A. Product Support. Rimini Street will provide Client with diagnostic services, advice, and
recommendations relating to the proper operation of Client's Covered Products. Since Client does not have
access to source code for the Covered Products, product support specifically excludes the development
and delivery of code changes, code fixes, and code updates of any kind for the Covered Products.
B. Installation Support. Rimini Street will provide advice and recommendations for
reinstallations and configuration of the Covered Products if required as a result of an Issue with Client's
development, test, or production environments.
C. Interoperability Support. Rimini Street will provide advice, recommendations,and testing
assistance with Issues determined to likely involve interoperability issues between the Covered Products
and Client's server operating system.
D. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics,
advice,and recommendations for the Covered Products using proprietary and commercially available tools.
Rimini Street will use commercially reasonable efforts to provide advice and recommendations for
performance tuning Client's server operating system.
E. Upgrade Process Support. Rimini Street will provide upgrade process support from
Client's current Database Production Release to any Target Database Production Release listed on
Schedule A. Rimini Street will make upgrade support available to any such Target Database Production
Release for at least fifteen (15)years after the ODB SOW Effective Date, provided this ODB SOW remains
in effect without interruption during said fifteen (15)year period.
F. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of
software updates and other support-related materials for the Covered Products that Client may elect to
obtain from Oracle prior to the expiration date of the corresponding Oracle support services for the Covered
Products(that expiration date being referred to as the"Maintenance End Date"). All Covered Product files
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or materials that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date
shall be referred to collectively as the "Client Archive." Client shall deposit the Client Archive on a file
storage location owned, leased, or otherwise controlled by Client (the file storage location with the Client
Archive shall be referred to as the "Client Archive Repository"). If Client requests that Rimini Street
access the Client Archive in rendering Services under this ODB SOW, the Client Archive Repository and
remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client.
2. Support Period
Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United
States Pacific Time on January 1, 2024 and ending at one minute before midnight (11:59 p.m.) United
States Pacific Time on December 31, 2024 ("Support Period"). This ODB SOW may be renewed by a
mutual written amendment extending the Support Period.
3. Termination by Client
Client may not terminate this ODB SOW at any time during the Support Period except for cause pursuant
to the Agreement, or due to a non-funding event as described in the Agreement.
In addition, if the Corresponding Applications SOW is terminated for any reason, this ODB SOW shall also
automatically terminate on the same date, and all fees paid by Client to Rimini Street related to this ODB
SOW shall be considered fully earned and non-refundable.
4. Service Level Agreement
During the Support Period, Client will be entitled to receive support twenty-four(24) hours a day, seven (7)
days a week (including major holidays)for Critical Issue (P1) cases. Response time commitment for a first
live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for support
on a Critical Issue case is less than fifteen (15) minutes. Client will be entitled to receive support for all other
Issues during Rimini Street Business Hours as specified in Schedule A. Response time commitments and
communication update intervals for each Issue are detailed in Table 1 below. Business Impact Guidelines
for each Client Priority Level are detailed in Table 2 below.
Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Client's
Named Primary Support Engineer shall be the point of contact at Rimini Street for Client's personnel and
agents reporting and working to resolve Issues with the Covered Products listed in Schedule A during the
Support Period. When Client's Named Primary Support Engineer is unavailable due to on-call rotations or
days off, a temporary on-call Named Primary Support Engineer shall be available to Client.
Table 1
Issue Severity Client Rimini Street Client Communications Update
Priority Initial Response Commitment*
Level Commitment
Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours
Serious Issue Priority 2 30 Elapsed Minutes Every 4 Business Hours
Standard Issue Prio ity 3 1 Business Day _�Every 5 Business Days
Q&A Priority 4 1 Business Day I As appropriate
*If resolution of an Issue is dependent upon some interim measure, such as developing a software patch, etc., an alternative
communication update commitment may be defined and agreed upon with Client.
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Table 2
Client Priority Level Business Impact Guidelines
Priority 1 Issue where a supported Covered Product is completely unavailable to users
or is working at a severely degraded capacity/performance level for multiple
users that makes a Covered Product unusable; or
Issue has a major impact to external client/customer; or
Issue is impacting revenue or time sensitive regulatory compliance
AND no acceptable workaround exists.
Priority 2 Issue where a Covered Product's functionality has become limited or is
working at marginally degraded capacity or performance for multiple users
AND no acceptable workaround exists; or
Issue where a Covered Product component is unavailable or is working at a
severely degraded capacity/performance
AND an acceptable workaround exists.
Priority 3 Issue where a single user is unable to use a Covered Product or a
component of a Covered Product that is necessary for the user to perform
their primary work activities; or
Issue that is not critical is encountered with the Covered Product that leads
to a minimal loss of functionality, capacity or performance; or
A feature is unavailable where another can be readily used (e.g., routing to a
different printer).
Priority 4 General request for information or"how to" (Q&A); or
Re ort of event not causing impact to work operation or production.
5. Fees and Payment Schedule
A. Annual Support Fees. In consideration for Services provided pursuant to this ODB SOW,
Client agrees to pay Rimini Street fees ("Annual Support Fees")for each year the ODB SOW remains in
effect during the Support Period in accordance with the terms set forth herein as follows:the Annual Support
Fees for this ODB SOW are incorporated in the Annual Support Fees set forth in the Corresponding
Applications SOW. Each Year of the Support Period for this ODB SOW shall correspond with each Year
of the Support Period set forth in the Corresponding Applications SOW.
Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered
Products listed in Schedule A or increases the license usage of any Covered Product beyond the"Maximum
License Metric" listed in Schedule A for one or more Covered Products (whether or not such increased
usage required Client to pay Oracle additional license fees), Client agrees to an equitable adjustment of
the Annual Support Fees to reflect 50% of the projected Covered Product support and maintenance fees
that would have been paid by Client to Oracle for annual support services on the expanded license or
expanded license usage of the Covered Products. Any such equitable adjustment of the Annual Support
Fees shall also be subject to the annual percentage increase described in Section 5.A of Corresponding
Applications SOW.
6. Additional Client Obligations
A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to
assure that Rimini Street changes perform as documented with the Covered Products before implementing
said changes in any production environment.
B. Access to Software. Client acknowledges that Rimini Street may need, and Client
therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the
Covered Products listed in Schedule A,which are used in the Database Production Release (as well as the
Target Database Production Release for any upgrade project that Client undertakes), in order to render
Services pursuant to this ODB SOW; and (ii) access the Client Archive (if any, and if Client requests that
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Rimini Street access the Client Archive in providing Services under this ODB SOW). Accordingly, Client
shall provide Rimini Street with remote access to one or more non-production development and test
environment(s), on servers owned, leased, or otherwise controlled by Client, that include the Covered
Products and Client Archive, together with all license codes and other software required for their proper
operation (each a "Non-Production Environment"). Each Non-Production Environment and remote
access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client.
C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the
Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product
for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client
chooses to terminate this ODB SOW and undertake self-support or contract with a different service provider
to provide support and maintenance services for the Covered Products listed in Schedule A. In such event,
Client shall bind such employee or third party to obligations of non-disclosure and restricted use which are
no less stringent than those contained within this ODB SOW and the Agreement.
D. Internal Client Support. Client is responsible for providing Help Desk Support and
System Administration Support.
7. Additional Services Terms
The following additional terms apply to the Services described in Section 1:
A. Definitions. The following definitions are used throughout this ODB SOW:
I. Database Production Release: The database product release level of the Covered
Products that Client is currently using in its live, production environment, as specified in
Schedule A as the current release.
II. Covered Products: The individual products licensed to Client and set forth in Schedule A.
III. Issue: An issue to be addressed pursuant to Section 4, Table 1 above that meets all of
the following criteria: (i)found by Client in the Covered Products or in any changes provided
to Client by Rimini Street or Oracle or obtained by Client from Oracle up through the date
that Client terminates its Oracle support services agreement for the Covered Products; (ii)
Client becomes aware of the issue during the Support Period and reports the issue to
Rimini Street during the applicable Support Period; and (iii) meets one of the four Priority
Level criteria set forth in Section 4, Table 2 above.
IV. Target Database Production Release: The database product release level(s) of the
Covered Products that are: (a) generally available to database customers prior to
termination of Client's original software vendor's support services agreement for the
Covered Products; (b) obtained by Client; and that (c) Client may desire to upgrade to as
its next, live, production environment, as specified in Schedule A.
V. Help Desk Support: Means first line, simple corrective assistance by one or more
individuals or a third party organization designated and/or contracted by Client to be the
first point of contact for Client's entire user population for the Covered Products. Help Desk
Support provides an initial front-line response to all Client user-reported cases, and
resolves certain low-level user reported issues. Common issues to be resolved by Help
Desk Support include general system information requests, Covered Product user
administration (e.g., user setup and security), Client-specific operational procedures,
hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider,
application, and database access), and similar activities.
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VI. System Administration Support: Means in-depth technical and system administration
support that includes technical troubleshooting, analysis and resolution options for the
Covered Products. System Administration Support services are more advanced than those
generally provided by Help Desk Support and typically staffed with product trained
personnel experienced with the Covered Products. Issues with Covered Products reported
by Client end users to Help Desk Support that are not fully resolved by Help Desk Support
may be escalated to System Administration Support. System Administration Support may
include assisting Help Desk Support with resolution of issues, independent System
Administration Support diagnosis and resolution of more advanced issues, and/or
installation and configuration of software workarounds, updates or fixes made available
and provided by Rimini Street. Issues not able to be resolved by System Administration
Support may be escalated to Rimini Street.
VII. Business Hour: A single hour of time during the Rimini Street Business Hours specified
in Schedule A, Monday through Friday.
Vill. Business Day: Nine (9) Business Hours.
IX. Elapsed Minutes: Actual accrued time from a specific event(such as logging a case).
B. Third Party Products. Rimini Street is not able and will not provide any fixes or updates
to any third party products used with, imbedded, integrated or bundled with the Covered Products. The
scope of this ODB SOW expressly excludes support for any object issues other than for those listed as
covered in any Schedule A.
C. Installation Support. Rimini Street will remotely support Client with respect to initial,first-
time installations and configurations of Covered Products that the Client was not using in production on or
before the Support Period. Installation Support does not include project planning, advice, or
recommendations relating to changes in the underlying system infrastructure (e.g., hardware or network
configuration), nor installations of a new major release of a Covered Product performed as the first step in
an upgrade project to a new production Covered Product major release. Installation Support is subject to
Client having a sufficient backup of the software installation, or a copy of the Covered Products with all
necessary components, and making it available to Rimini Street for reinstallation.
D. Interoperability Support. Interoperability Support will be remotely available to Client for
its Covered Products so long as the combination of products and platforms is supported and designed for
compatible use with the Covered Products and such combination of products and platforms has been fully
tested for proper interoperability prior to production rollout and go-live. Client is fully responsible for any
interoperability issues related to third-party products that are incompatible with or that were not properly
tested for proper operation with Client's Covered Products. Rimini Street will provide upon request, at an
additional fee and with Client providing copies of all source and target software releases, interoperability
testing for applications and operating systems that have not been tested by the applications licensor for
proper operation with the Covered Products prior to the termination of Client's Oracle support services
agreement for the Covered Products.
E. Performance Tuning. Client is responsible for ensuring adequate and reasonable
functional, scalability, and regression testing have been completed in development and test phases prior
to production rollout and go-live of the Covered Products. Performance tuning support includes
recommendations and advice for configuration, deployment model, and parameter settings for the Covered
Products.
F. Upgrade Support. Client is responsible for obtaining any Target Database Production
Release, as well as all related and available upgrade deliverables from Oracle for the Covered Products
that include major upgrades, maintenance packs, family packs, minipacks, critical patch updates,
interoperability patches (e.g., updated versions of third-party technology components or updated operating
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system versions), language patches and any documented patch dependencies, localizations, technical
platforms, release notes, release documentation, or upgrade documentation.
G. Upgrade Process Support. Client is responsible for actual upgrade project planning,
resourcing, and execution.
H. Rimini Street Work Product. All deliverables under this ODB SOW are considered Rimini
Street Work Product, as defined in the Agreement.
I. Additional Consulting. Any services required by Client outside the Services defined in
this ODB SOW are expressly excluded from the scope of this ODB SOW. Rimini Street will not perform
out-of-scope services without Client's written pre-approval. If Client desires Rimini Street to provide
additional out-of-scope services, separate agreements in the form of an amendment to this ODB SOW or
an additional SOW will need to be executed by the Parties prior to Rimini Street performing such services.
J. Trade Names. The Oracle name, Oracle product names, and Oracle release names are
trademarks of Oracle Corporation. All other names and product names are the property of their respective
owners.
8. Client Contacts
Primary Contact Billing Contact Shipping Contact
Name:Sheri Walden Name:Same as Prima Name:Same as Primary
Address:333 West Pontiac Way Address: Address:
City,St,Zip:Clovis,California 93612 City,St,Zip: City,St,Zip:
Phone:+1 599 600-5806 Phone: Phone:
Email:swalden@fresnocountyca.gov Email: Email:
9. Signatures
The undersigned REPRESENT and warrant that they are authorized, as representatives of the party on
whose behalf they are signing,to sign this ODB SOW and to bind their respective party thereto.
For Client: For Rimini et, Inc.:
..��
Sa Qu to , C irman of the Authorized Signature
Bo f sors of the County of Fresno
Seth Ravin
ATTEST: Printed Name
Bernice E. Seidel
Clerk of the Board of Supervisors CEO
County of Fresno, State of California Title
By: At }L, 0.+ti'-C. x_kw" October 31, 2023
Deputy Date
December 12, 2023
Date
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Rimini Street, Inc. Proprietary&Confidential
Schedule A
to Statement of Work No. 2.1
Data Center Locations : Fresno,California
Client Support Team Locations : Clovis,California
Support to be provided in the following Lan ua e s : English
Client Support Team Business Hoursrrime Zone: 8:00 a.m.—5:00 p.m.Pacific Time
Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m.Pacific Time
Database Hardware: IBM P7 AIX on POWER Systems(64 bit), IBM P7 AIX on
POWERS stems 32 bit
Database Operating System: AIX 7.1 64 bit,AIX 5.3 32-bit
Number of Database Servers: Six 6
Technology Maintenance End Date "MED" : Not Applicable
Covered Products
Core Database CSI Current Future Target Release(s) Licensing Maximum Notes
Product Number Release and and Minimum Patch Metric Licensing
Patch Level Levels Count
1 Oracle Database 14264820 10.2.0.4.0, Latest Available on DB Named 700
Enterprise Edition 11.2.0.4.0, SOW Effective Date User Plus
12.1.0.2.0 "LAOED" Perpetual
2 Oracle Database 14264820 10.2.0.4.0, LAOED Processor 30
Enterprise Edition 11.2.0.4.0, Perpetual
12.1.0.2.0
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Statement of Work No. 3.1
Oracle Technology Support Services
This Statement of Work No. 3.1 — Oracle Technology Support Services ("OT SOW") is issued pursuant to
that certain Master Services Agreement dated on or about December 12, 2023 (the "Agreement")
between County of Fresno, a political subdivision of the state of California ("Client")and Rimini Street, Inc.,
a Delaware corporation ("Rimini Street"). This OT SOW is effective as of the date of the last signature of
the Parties below ("OT SOW Effective Date"). Unless otherwise indicated herein, capitalized terms used
in this OT SOW without definition shall have the respective meanings specified in the Agreement and SOW
No. 1.1 for PeopleSoft Support Services (the "Corresponding Applications SOW"). To the extent that
the terms and conditions set forth in this OT SOW and Schedules attached hereto conflict with the terms
and conditions of the Agreement, the terms and conditions of this OT SOW and Schedule A will prevail.
The Parties acknowledge and agree that Statement of Work No. 3 for Oracle Technology Support Services
entered into by and between the Parties on August 4, 2020 ("Prior SOW") shall remain in effect until
December 31, 2023. As of January 1, 2024 ("OT SOW Start Date"), this OT SOW shall supersede and
replace the Prior SOW and the Parties acknowledge and agree that the Prior SOW shall be terminated as
of the OT SOW Start Date.
1. Services
Rimini Street shall provide Client with certain support services and certain deliverables as follows for the
Covered Products listed in Schedule A attached hereto (hereafter collectively referred to as "Services").
The Services shall apply only to the extent such Covered Products are used solely in conjunction with the
Covered Products identified in Schedule A of the Corresponding Applications SOW:
A. Product Support. Rimini Street will provide Client with diagnostic services, advice, and
recommendations relating to the proper operation of the Covered Products. Since Client does not have
access to source code for the Covered Products, product support specifically excludes the development
and delivery of code changes, code fixes, and code updates of any kind for the Covered Products.
B. Installation Support. Rimini Street will provide advice and recommendations for re-
installations and configuration of the Covered Products if required as a result of an Issue with Client's
development, test, or production environments.
C. Interoperability Support. Rimini Street will provide advice, recommendations,and testing
assistance with Issues determined to likely involve interoperability issues between the Covered Products,
the Covered Products under the Corresponding Applications SOW, and Client's server operating system.
D. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics,
advice,and recommendations for the Covered Products using proprietary and commercially available tools.
Rimini Street will use commercially reasonable efforts to provide advice and recommendations for
performance tuning Client's server operating system.
E. Upgrade Process Support. Rimini Street will provide upgrade process support from
Client's current OT Production Release to any Target OT Production Release listed on Schedule A. Rimini
Street will make upgrade support available to any such Target OT Production Release for at least fifteen
(15) years after the OT SOW Effective Date, provided this OT SOW remains in effect without interruption
during said fifteen (15)year period.
F. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of
software updates and other support-related materials for the Covered Products that Client may elect to
obtain from Oracle prior to the expiration date of the corresponding Oracle support services for the Covered
Products(that expiration date being referred to as the"Maintenance End Date"). All Covered Product files
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or materials that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date
shall be referred to collectively as the "Client Archive." Client shall deposit the Client Archive on a file
storage location owned, leased, or otherwise controlled by Client (the file storage location with the Client
Archive shall be referred to as the "Client Archive Repository"). If Client requests that Rimini Street
access the Client Archive in rendering Services under this OT SOW, the Client Archive Repository and
remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client.
2. Support Period
Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United
States Pacific Time on January 1, 2024 and ending at one minute before midnight (11:59 p.m.) United
States Pacific Time on December 31, 2024 ("Support Period"). This OT SOW may be renewed by a
mutual written amendment extending the Support Period.
3. Termination by Client
Client may not terminate this OT SOW at any time during the Support Period except for cause pursuant to
the Agreement, or due to a non-funding event, as described in the Agreement.
In addition, if the Corresponding Applications SOW is terminated for any reason, this OT SOW shall also
automatically terminate on the same date, and all fees paid by Client to Rimini Street related to this OT
SOW shall be considered fully earned and non-refundable.
4. Service Level Agreement
During the Support Period, Client will be entitled to receive support twenty-four(24) hours a day, seven (7)
days a week (including major holidays)for Critical Issue (P1) cases. Response time commitment for a first
live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for support
on a Critical Issue case is less than fifteen (15)minutes. Client will be entitled to receive support for all other
Issues during Rimini Street Business Hours as specified in Schedule A of the Corresponding Applications
SOW. Response time commitments and communication update intervals for each Issue are detailed in
Table 1 below. Business Impact Guidelines for each Client Priority Level are detailed in Table 2 below.
Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Client's
Named Primary Support Engineer shall be the point of contact at Rimini Street for Client's personnel and
agents reporting and working to resolve Issues with the Covered Products listed in Schedule A during the
Support Period. When Client's Named Primary Support Engineer is unavailable due to on-call rotations or
days off, a temporary on-call Named Primary Support Engineer shall be available to Client.
Table 1
Issue Severity Client Rimini Street Initial Client Communications Update Commitment*
Priority Response
Level Commitment
Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours
Serious Issue Priority 2 30 Elapsed Minutes Every 4 Business Hours
Standard Issue Priority 3 1 Business Day Every 5 Business Days
Q&A Priority 4 1 Business Day As appropriate
*If resolution of an Issue is dependent upon some interim measure, such as developing a software patch, etc., an alternative
communication update commitment may be defined and agreed upon with Client.
Table 2
Client Priority Level Business Impact Guidelines
Priority 1 Issue where a Covered Product is completely unavailable to users or is working
at a severely degraded capacity/performance level for multiple users that makes
a Covered Product unusable; or
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Issue has a major impact to external client/customer; or
Issue is impacting revenue or time sensitive regulatory compliance
AND no acceptable workaround exists.
Priority 2 Issue where a Covered Product's functionality has become limited or is working
at marginally degraded capacity or performance for multiple users AND no
acceptable workaround exists; or
Issue where a Covered Product component is unavailable or is working at a
severely degraded capacity/performance
AND an acceptable workaround exists.
Priority 3 Issue where a single user is unable to use a Covered Product or a component
of a Covered Product that is necessary for the user to perform their primary
work activities; or
Issue that is not critical is encountered with the Covered Product that leads to a
minimal loss of functionality, capacity or performance; or
A feature is unavailable where another can be readily used (i.e. routing to a
different printer).
Priority 4 General request for information or"how to" (Q&A); or
Report of event not causing impact to work operation or production.
5. Fees and Payment Schedule
A. Annual Support Fees. In consideration for Services provided pursuant to this OT SOW,
Client agrees to pay Rimini Street fees ("Annual Support Fees") for each year the OT SOW remains in
effect during the Support Period in accordance with the terms set forth herein as follows:the Annual Support
Fees for this OT SOW are incorporated in the Annual Support Fees set forth in the Corresponding
Applications SOW. Each Year of the Support Period for this OT SOW shall correspond with each Year of
the Support Period set forth in the Corresponding Applications SOW.
Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered
Products listed in Schedule A or increases the license usage of any Covered Product beyond the maximum
license metric listed in Schedule A for one or more Covered Products(whether or not such increased usage
required Client to pay Oracle additional license fees), Client agrees to an equitable adjustment of the Annual
Support Fees to reflect 50% of the projected Covered Product support and maintenance fees that would
have been paid by Client to Oracle for annual support services on the expanded license or expanded license
usage of the Covered Products. Any such equitable adjustment of the Annual Support Fees shall also be
subject to the annual percentage increase described in Section 5.A. of the Corresponding Applications
SOW.
6. Additional Client Obligations
A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to
assure that Rimini Street changes perform as documented with the Covered Products before implementing
said changes in any production environment.
B. Access to Software. Client acknowledges that Rimini Street may need, and Client
therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the
Covered Products listed in Schedule A, which are used in the OT Production Release(as well as the Target
OT Production Release for any upgrade project that Client undertakes), in order to render Services pursuant
to this OT SOW; and (ii) access the Client Archive (if any, and if Client requests that Rimini Street access
the Client Archive in providing Services under this OT SOW). Accordingly,Client shall provide Rimini Street
with remote access to one or more non-production development and test environment(s), on servers
owned, leased, or otherwise controlled by Client, that include the Covered Products and Client Archive,
together with all license codes and other software required for their proper operation (each a "Non-
Production Environment"). Each Non-Production Environment and remote access connectivity thereto
must meet the technical guidelines provided by Rimini Street to Client.
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C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the
Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product
for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client
chooses to terminate this OT SOW and undertake self-support or contract with a different service provider
to provide support and maintenance services for the Covered Products listed in Schedule A. In such event,
Client shall bind such employee or third party to obligations of non-disclosure and restricted use which are
no less stringent than those contained within this OT SOW and the Agreement.
D. Internal Client Support. Client is responsible for providing Help Desk Support and
System Administration Support.
7. Additional Services Terms
The following additional terms apply to the Services described in Section 1:
A. Definitions. The following definitions are used throughout this OT SOW:
I. OT Production Release: The OT product release level of the Covered Products that
Client is currently using in its live, production environment, as specified in Schedule A as
the current release.
II. Covered Products: The individual product modules licensed to Client and set forth in
Schedule A.
III. Issue:An issue to be addressed pursuant to Section 4, Table 1 above that meets all of the
following criteria: (i)found by Client in the Covered Products or in any changes provided to
Client by Rimini Street or Oracle or obtained by Client from Oracle up through the date that
Client terminates its Oracle support services agreement for the Covered Products; (ii)
Client becomes aware of the issue during the Support Period and reports the issue to
Rimini Street during the applicable Support Period; and (iii) meets one of the four Priority
Level criteria set forth in Section 4, Table 2 above.
IV. Target OT Production Release: The OT product release level(s)of the Covered Products
that are: (a) generally available to OT customers prior to termination of Client's original
software vendor support services agreement for the Covered Products; (b) obtained by
Client;and that(c)Client may desire to upgrade to as its next, live, production environment,
as specified in Schedule A.
V. Help Desk Support: Means first line, simple corrective assistance by one or more
individuals or a third party organization designated and/or contracted by Client to be the
first point of contact for Client's entire user population for Covered Products. Help Desk
Support provides an initial front-line response to all Client user-reported cases, and
resolves certain low-level user reported issues. Common issues to be resolved by Help
Desk Support include general system information requests, Covered Product user
administration (e.g., user setup and security), Client-specific operational procedures,
hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider,
application, and database access), and similar activities.
VI. System Administration Support: Means in-depth technical and system administration
support that includes technical troubleshooting, analysis and resolution options for the
Covered Products. System Administration Support services are more advanced than those
generally provided by Help Desk Support and typically staffed with product trained
personnel experienced with the Covered Products. Issues with Covered Products reported
by Client end users to Help Desk Support that are not fully resolved by Help Desk Support
may be escalated to System Administration Support. System Administration Support may
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include assisting Help Desk Support with resolution of issues, independent System
Administration Support diagnosis and resolution of more advanced issues, and/or
installation and configuration of software workarounds, updates or fixes made available
and provided by Rimini Street. Issues not able to be resolved by System Administration
Support may be escalated to Rimini Street.
VII. Business Hour: A single hour of time during the Rimini Street Business Hours specified
in Schedule A, Monday through Friday.
Vill. Business Day: Nine (9) Business Hours.
IX. Elapsed Minutes: Actual accrued time from a specific event(such as logging a case).
B. Third Party Products. Rimini Street is not able, and will not provide any, fixes or updates
to any third party products used with, imbedded, integrated or bundled with the Covered Products. The
scope of this OT SOW expressly excludes support for any object issues other than for those listed as
covered in any Schedule A.
C. Installation Support. Rimini Street will remotely support Client with respect to initial,first-
time installations and configurations of Covered Products that the Client was not using in production on or
before the Support Period. Installation Support does not include project planning, advice, or
recommendations relating to changes in the underlying system infrastructure (e.g., hardware or network
configuration), nor installations of a new major release of a Covered Product performed as the first step in
an upgrade project to a new production Covered Product major release. Installation Support is subject to
Client having a sufficient backup of the software installation, or a copy of the Covered Products with all
necessary components, and making it available to Rimini Street for re-installation.
D. Interoperability Support. Interoperability Support will be remotely available to Client for
its Covered Products so long as the combination of products and platforms is supported and designed for
compatible use with the Covered Products and such combination of products and platforms has been fully
tested for proper interoperability prior to production rollout and go-live. Client is fully responsible for any
interoperability issues related to third-party products that are incompatible with or that were not properly
tested for proper operation with Client's Technology Products. Rimini Street will provide upon request, at
an additional fee and with Client providing copies of all source and target software releases, interoperability
testing for applications and operating systems that have not been tested by the applications licensor for
proper operation with the Covered Products prior to the termination of Client's Oracle support services
agreement for the Covered Products.
E. Performance Tuning. Client is responsible for ensuring adequate and reasonable
functional, scalability, and regression testing have been completed in development and test phases prior
to production rollout and go-live of the Covered Products. Performance tuning support includes
recommendations and advice for configuration, deployment model, and parameter settings for the Covered
Products.
F. Upgrade Support. Client is responsible for obtaining any Target OT Production Release,
as well as all related and available upgrade deliverables from Oracle for the Covered Products that include
major upgrades, maintenance packs, family packs, minipacks, critical patch updates, interoperability
patches(e.g., updated versions of 3rd party technology components or updated operating system versions),
language patches and any documented patch dependencies, localizations, technical platforms, release
notes, release documentation, or upgrade documentation.
G. Upgrade Process Support. Client is responsible for actual upgrade project planning,
resourcing, and execution.
H. Rimini Street Work Product. All deliverables under this OT SOW are considered Rimini
Street Work Product, as defined in the Agreement.
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Rimini Street, Inc. Proprietary & Confidential
I. Additional Consulting. Any services required by Client outside the Services defined in
this OT SOW are expressly excluded from the scope of this OT SOW. Rimini Street will not perform out-
of-scope services without Client's written pre-approval. If Client desires Rimini Street to provide additional
out-of-scope services, separate agreements in the form of an amendment to this OT SOW or an additional
SOW will need to be executed by the Parties prior to Rimini Street performing such services.
J. Trade Names. The Oracle name, Oracle product names, and Oracle release names are
trademarks of Oracle Corporation. All other names and product names are the property of their respective
owners.
8. Client Contacts
Primary Contact Billing Contact Shipping Contact
Name:Sheri Walden Name:Same as Prima Name:Same as Primary
Address:333 West Pontiac Way Address: Address:
City,St Zip:Clovis,California 93612 City,St,Zip: City,St Zip:
Phone:+1 599 600-5806 Phone: Phone:
Email:swalden@fresnocountyca.gov Email: Email:
9. Signatures
The undersigned represent and warrant that they are authorized, as representatives of the party on whose
behalf they are signing, to sign this OT SOW and to bind their respective party thereto.
For Client: For Rimini St , Inc.:
941
Sal uin e , Ch irman of the Authorized Signature
Boa Su ors of the County of Fresno
Seth Ravin
ATTEST: Printed Name
Bernice E. Seidel
Clerk of the Board of Supervisors CEO
County of Fresno, State of California Title
By:, h4ad, I c, d r,&r t, October 31, 2023
Deputy Date
December 12, 2023
Date
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Rimini Street, Inc. Proprietary &Confidential
Schedule A
to Statement of Work No. 3.1
Data Center Locations : Fresno,California
Client Support Team Locations : Fresno,California
Support to be provided in the following Lan ua e s : English
Client Support Team Business HoursfTime Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m. Pacific Time
Database Hardware: IBM P7 AIX on POWERS stems 64 bit
Database Operating System: AIX 7.1 64 bit
Database Version: 10.2.0.4.0, 11.2.0.4.0, 12.1.0.2.0
Number of Database Servers: One 1
Application Server Version: Weblo is 12.1.3.0,Windows Server 2012 R12 Standard 64-bit
Number of Application Servers: One 1
Middleware and Version: Weblo is 12.1.3.0
Technology Maintenance End Date "MED" : Not Applicable
Covered Products
Technology Product CSI Current Future Target Licensing Maximum Notes
Number Release and Release(s)and Metric Licensing
Patch Level Minimum Patch Count
Level(s)
1 Express Analyzer 14264820 Not Applicable Latest Available Named User 3 Not in use
on OT SOW Plus Perpetual
Effective Date
"LAOED"
2 Express Objects 14264820 Not Applicable LAOED Named User 2 Not in use
Plus Perpetual
3 Express Server 14264820 Not Applicable LAOED Named User 4 Not in use
Plus Perpetual
4 Oracle Advanced 18758208; 10.2.0.4.0, LAOED Processor 11
Compression 20063127 11.2.0.4.0, Perpetual
12.1.0.2.0
5 Oracle Business 18959638 11.1.1.7.160119 LAOED Named User 25 Upgrading to version
Intelligence Plus Perpetual 12.2.1.4.0
Foundation Suite
6 Oracle Business 18959638; 11.1.1.7.160119 LAOED Processor 4 Upgrading to version
Intelligence 20063127 Perpetual 12.2.1.4.0
Foundation Suite
7 Oracle Business 18959638 11.1.1.7.160119 LAOED Named User 25 Upgrading to version
Intelligence Plus Perpetual 12.2.1.4.0
Management Pack
8 Oracle Business 18959638; 11.1.1.7.160119 LAOED Processor 4 Upgrading to version
Intelligence 20063127 Perpetual 12.2.1.4.0
Management Pack
9 Oracle Data Integrator 20063127 12.1.3 LAOED Named User 25
for Oracle Business Plus Perpetual
Intelligence
10 Oracle Data Integrator 20063127 12.1.3 LAOED Processor 4
for Oracle Business Perpetual
Intelligence
11 Oracle Diagnostics 14264820; 10.2.0.4.0, LAOED Processor 30
Pack 20063127 11.2.0.4.0, Perpetual
12.1.0.2.0
12 Oracle Discoverer 14264820 Not Applicable LADED Named User 50 Not in use
Desktop Edition Plus Perpetual
13 Oracle Internet 14264820 Not Applicable LADED Processor 4 Not in use
Application Server Perpetual
Enterprise Edition
14 Oracle Internet 14264820 Not Applicable LAOED Named User 18 Not in use
Developer Suite I Plus Perpetual
15 Oracle Partitioning 18758208; 10.2.0.4.0, LAOED Processor 11
20063127 11.2.0.4.0, Perpetual
12.1.0.2.0
16 Oracle Tuning Pack 14264820; 10.2.0.4.0, LAOED Processor 30
20063127 11.2.0.4.0, Perpetual
12.1.0.2.0
17 Oracle Advanced 21833076 10.2.0.4.0, LAOED Processor 4 Added 26Jun2020
Analytics 11.2.0.4.0, Perpetual
12.1.0.2.0
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Rimini Street, Inc. Proprietary & Confidential