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1 PARTICIPATING ADDENDUM (hereinafter Addendum) For NASPO VALUEPOINT COMPUTER EQUIPMENT MASTER AGREEMENT NO. MNWNC-123 (hereinafter Master Aqree,nent9 Between Oracle America, Inc. (hereinafter Contractor) and State of Hawaii (hereinafter Parlicipating State) State of Hawaii, State Procurement Office (SPO) Price List Contract No This Addendum will add the State of Hawaii as a Participating State to purchase from the NASPO ValuePoint Master Agreement Number MNWNC-123 with Oracle or its authorized resellers. 1. Scope: This Addendum covers NASPO ValuePoint (formerly WSCA-NASPO) Computer Equipment. Peripherals & Related Services led by the State of Minnesota for use by state agencies and other entities located in the Participating State authorized by the state s statutes to utilize state contracts. 2. Participation: All jurisdictions located within the State of Hawaii, which have obtained prior written approval of its respective Chief Procurement Officer, will be allowed to purchase from the Master Agreement. Private nonprofit health or human services organizations with current purchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 103F are eligible to participate in the SPO price/vendor list contracts upon mcitual agreement between the Contractor and the nonprofit. (Each such participating jurisdiction and participating nonprofit is hereinafter referred to as a Participating Entity. ) Issues of interpretation and eligibility for participation are to be determined solely by the Administrator of the SPO. 3. Changes: A. Usage Reports: Contractor shall submit a quarterly State of Hawaii gross sales report to the Participating State contact person listed in Paragraph 5, below, (or as amended), in accordance with the following schedule: Quarter Endh Reprt Due March 31 April 30 June30 July31 September 30 October 31 December 31 January 31 Page 1 of 4

2 PARTICIPATING ADDENDUM The quarterly report shall be subtotaled by each Participating Entity. report shall also include any adjustments from prior periods. The quarterly B. The validity of this Addendum, any of its terms or provisions, as well as the rights and duties of the parties to this Addendum, shall be governed by the laws of the State of Hawaii. Any action at law or in equity to enforce or interpret the provisions of this Addendum shall be brought in a court of competent jurisdiction in Honolulu, Hawaii. C. Inspection of Facilities. Pursuant to HRS 103D-316, the Participating State, at reasonable times, may inspect the part of the plant or place of business of the Contractor or any subcontractor that is related to the performance of the Master Agreement and this Addendum. D. Campaign Contributions. The Contractor is notified of the applicability of HRS , which prohibits campaign contributions from Contractor during the term of the Addendum if the Contractor is paid with funds appropriated by the Hawaii State Legislature. E. Purchase under this Master Agreement is not mandatory. This Addendum is secondary and non-exclusive. F. The State of Hawaii s purchasing card (pcard) is required to be used by Participating State s executive departments/agencies, (excluding the Department of Education, the Hawaii Health Systems Corporation, the Office of Hawaiian Affairs, and the University of Hawaii) for orders totaling less than $2,500. For purchases of $2,500 or more. agencies may use the pcard, subject to its credit limit, or issue a purchase order. Contractor shall forward original invoice(s) directly to the ordering agency. excise tax shall not be applied to the delivery charge. General Pursuant to HRS , Participating State and any agency of the Participating State or any county, shall have thirty (30) calendar days after receipt of invoice or satisfactory delivery of goods to make payment. Any interest for delinquent payment shall be as allowed by HRS G. Pursuant to HRS 103D-310(c), if Contractor is doing business in the Participating State, Contractor is required to comply with all laws governing entities doing business in the Participating State, including the following HRS chapters. 1. Chapter 237, General Excise Tax Law; 2. Chapter 383, Hawaii Employment Security Law; 3. Chapter 386, Workers Compensation; 4. Chapter 392, Temporary Disability Insurance: 5. Chapter 393, Prepaid Health Care Act; and 6. Certificate of Good Standing for entities doing business in the State. Page 2 of 4

3 1 PARTICIPATING ADDENDUM The Hawaii Compliance Express (HCE) is utilized for verification of compliance. The SPO will conduct periodic checks to confirm Contractor s compliance on HOE throughout the term of the Addendum. H. Effective Date and Contract Period. This Addendum is effective upon the date of execution by the Participating State and shall continue for the term set forth in the Master Agreement. 4. Lease Agreements: Leasing is not authorized by this Addendum. 5. Primary Contact: The primary contact individuals for this Addendum are as follows (or their named successors): Participating State Name: Stanton Mato Address: State Procurement Office 1151 Punchbowl Street, Room 416 Honolulu, HI Telephone: (808) Fax: (808) stanton.dmatochawaii.gov Contractor Name: Andrea Archie Address: 1100 Abernathy Road NE, Building 500 Suite 1120, Atlanta, GA Telephone: (770) Fax: andrea. archieoracle. corn 6. Authorized Resellers: Authorized Resellers are allowed under this Addendum. 7. Purchase Order and Payment Instructions: All purchase orders issued by Participating Entities under this Addendum shall include the Participating State contract number: SPO Price List Contract No and the NASPO ValuePoint Master Agreement Number MNWNC-123. Purchase Orders and Payments shall be made to Oracle America, Inc. or authorized resellers, if any. 8. Participating Entity as Individual Customer: Page 3 of 4

4 PARTICIPATING ADDENDUM Each Participating Entity shall be treated as an individual customer. Except to the extent modified by this Addendum, each Participating Entity will be responsible to follow the terms and conditions of the Master Agreement; and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement. Each Participating Entity will be responsible for its own charges, fees, and liabilities. Each Participating Entity will have the same rights to any indemnity or to recover any costs allowed in the Master Agreement for their purchases. The Contractor will apply the charges to each Participating Entity individually. Hardware and services terms and conditions for specific purchases, which are mutually agreed upon in writing by the Participating Entity and Oracle (or its authorized reseller). will be set forth in the ordering document and purchase order for such purchase. 9. Entire Contract: This Addendum and the Master Agreement and Oracle Manufacturer s Statement of Terms (Exhibit A) set forth the entire agreement, and all the conditions, understandings, promises, warranties and representations among the parties with respect to this Addendum and the Master Agreement, and supersedes any prior communications, representations or agreements whether, orat or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Addendum and the Master Agreement, that are included in any purchase order or otherwise shall be void. The terms and conditions of this Addendum and the Master Agreement shall govern in the case of any such inconsistent, contrary, or additional terms. IN VIEW OF THE ABOVE, the parties execute this Addendum by their signatures, on the dates below. Participating State: STATE OF HAWAII Contractor: Oracle America, Inc. nae:/ Nme,yARAH ALL( Title Uministrator, LI NameA re Date: Date: ce V k7 Y 1, LQ t j, APP VED AS TO FORM: Deputy Attorney General Page 4 of 4

5 EXHIBIT A Manufacturer s Statement of.terms This Manufacturers Statement of Terms (the statement) is provided by Oracle Corporation, including its subsidiaries ( Oracle), This statement applies to the Oracle products and services you have ordered from an Oracle authorized reseller. 1. Hardware a. Your hardware order consists of the following items; operating system (as defined in your configuration), integrated software and all hardware equipment (including components, options and spare parts) specified on the applicable order. The term hardware is defined as the hardware equipment, including components, options and spare parts. The term integrated software is defined as software embedded in the hardware which is essential to hardware functionality (e.g., firmware). b. You have the right to use the operating system delivered with the hardware subject to the terms of the license agreement(s) delivered with the hardware. Current versions of the license agreements are located at You are licensed to use the operating system and any operating system updates acquired through technical support only as incorporated in. and as part of the hardware. c, You have the limited, non-exclusive, royalty free, non-assignable iight to use integrated software delivered with the hardware subject to the terms of the applicable documentation You are licensed to use such integrated software and any integrated software updates acquired through technical support only as incorporated in, and as part of the hardware, U. The operating system and/or integrated software may include separate works, identified in a readme file, notice file or the applicable documentation, which are licensed under open source or similar license terms; your rights to use the operating system and integrated software under such terms are not restricted in any way by this statement. The appropriate terms associated with such separate works can be found in the readme files, notice files or in the documentation accompanying the operating system and integrated software. For GPLv2, LGPLv2,1, GPLv3 and LGPLv3 licensed code received by you as binaries on physical media, if you would like to receive a copy of the source code ( source code ) on media via postal service, submit your written request at <http;//oss.oracle.com/systems-opensourcecode >. Alternatively, you can mail your written request to Oracle Corporation, Attn: VP of Legal, Development and Engineering, 500 Oracle Parkway, MS-5OP1O, Redwood Shores, CA 94065, Your request should include the name and version number of the product, your name, your company name (if applicable), your return mailing address, and your address. Certain source distributions require a fee for physical media, Should this be the case, you will be sent details on the cost and payment procedure via . Your request must be sent within three (3) years oí the date of our last delivery of the applicable product. This offer only applies if you received your operating system and/or integrated software on physical media, 2 e. You may only make copies of the operating system and integrated software far archival purposes, to replace a defective copy. or for program verification. You shall not remove any copyright notices or labels on the operating system or integrated software. You shall nat decompile or reverse engineer the operating system or integrated software. f. Oracle may include additional programs on the hardware (e.g., Exadata Storage Server software). You are not authorized to use those programs unless you have a license specifically granting you the right to do so, If you would like a 30 day trial license to use such programs contact Oracle or an Oracle authorized reseller. g. You acknowledge that to operate certain hardware your facility must meet a minimum set of requirements as described in the hardware documentation. Such requirements may change from time to time, as communicated by Oracle to you in the applicable hardware documentation. Warranty Oracle provides a limited warranty ( Oracle Hardware Warranty) for (i) the hardware, (ii) the operating system and the a. integrated software, and (iii) the operating system media and the integrated software media (collectively, media ). Oracle warrants that the hardware will be free from, and using the operating system and integrated software will not cause in the hardware, material defects in materials and workmanship for one year from the date the hardware is delivered to the delivery location. Oracle warrants that the media will be free from material defects in materials and workmanship for a period of 90 days from the date the media is delivered to the delivery location, You may access a more detailed description of the Oracle Hardware Warranty at hpj/ ies/indtml ( the warranty web page ). Any changes to the.oracle.com/usifluppo Oracle Hardware Warranty specified on the warranty web page will not apply to hardware or media ordered prior to such change. The Oracle Hardware Warranty applies only to hardware and media that have been (1) manufactured by or for Oracle, and (2) sold by Oracle (either directly or by an Oracle-authorized distributor). The hardware may be new or like new. The Oracle Hardware Warranty applies to hardware that is new and hardware that is like-new which has been remanufactured and certified for warranty by Oracle. b. FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE S ENTIRE LIABILITY SHALL BE: (I) THE REPAIR OR, AT ORACLE S OPTION AND EXPENSE, REPLACEMENT OF THE DEFECTIVE PRODUCT, OR (ii) IF SUCH REPAIR OR REPLACEMENT IS NOT REASONABLY ACHIEVABLE, THE REFUND OF THE FEES YOU PAID ORACLE FOR THE DEFECTIVE PRODUCT AND THE REFUND OF ANY UNUSED PREPAID Ocie s Manufscturer s Sialement of Terms v Page I of 2

6 EXHIBIT A TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE DEFECTIVE PRODUCT. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS Of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 3. c. Replacement units for defective parts or components replaced under the Oracle Hardware Warranty may be new or like new quality. Such replacement units assume the warranty status of the hardware into which they are installed and have no separate or independent warranty of any kind. Title in all defective parts or components shall transfer back to Oracle upon removal from the hardware. d. ORACLE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATING SYSTEM, INTEGRATED SOFTWARE OR MEDIA. e. No warranty will apply to any hardware, operating system. inteorated software or media which has been: 0) modified, altered or adapted without Oracle s written consent (including modification or removal of the Oraclei Sun serial number tag on the hardware); (ii) maltreated or used in a manner other than in accordance with the relevant documentation; (iii) repaired by any third party in a manner which fails to meet Oracle s quality slandards; improperly installed by any party other than Oracle or an authorized Oracle certified installation partner; tiv) (v) used with equipment or software not covered by the Oracle Hardware Warranty, to the extent that the problems are attributable to such use; (vi) relocated, to the extent that problems are attributable to such relocation; (vii) used directly or indirectly in supporting activities prohibited by U S. or other national export regulations; (viii) used by parties appearing on the most current U.S. export exclusion list; relocated to countries subject to US, trade embargo or restrictions, (ix) fx) used remotely to facilitate any activities in the countries referenced in (ix) above; or fx). purchased from any entity other than Oracle or an Oracle authorized distributor. f. The Oracle Hardware Warranty does not apply to normal wear of the hardware or media. The Oracle Hardware Warranty is extended only to the original purchaser or original lessee of the hardware and rriay be void in the event that title to the hardware is transferred to a third party, OPERATION OF THE HARDWARE, Oracle Hardware and Systems Support II ordered, Oracle Hardware and Systems Support (including first year and all subsequent years) is provided under Oracle s Hardware and Systems Support Policies in effect at the time the services are provided, You agree to cooperate with Oracle and provide the access, resources, materials, personnel, information, and consents that Oracle may require in order to perform the services. The Oracle Hardware and System Support Policies, incorporated herein, are subject to change at Oracle s discretion; however, Oracle will not materially reduce the level of services provided during the period for which fees for Oracle Hardware and Systems Support have been paid. You should review the policies prior to entering into an order, You may access the current version of the Oracle Hardware and System Support Policies athftp]/w,oracle.com/us/suooert/pohcies/index.html. Oracle warrants that services will be provided in a professional manner consistent with ndustry standards. You must notify Oracle of any services warranty deficiencies within 90 days from performance of the deficient services, FOR ANY BREACH OF THIS WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE S ENTIRE LIABILITY SHALL BE THE REPERFORMANCE OF THE DEFICIENT SERVICES; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE ORACLE HARDWARE AND SYSTEMS SUPPORT WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID ORACLE FOR THE ORACLE HARDWARE AND SYSTEMS SUPPORT SERVICE GIVING RISE TO THE LIABILITY. 4. Export Expert laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs and hardware (including any integrated software and operating system(s)). You agree that such export laws govern your use of the programs (including technical data), hardware (including any integrated software and operating system(s)) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including deemed expert and deemed re-export regulations), You agree that no data, information, program, hardware (including any integrated software and operating system(s)) and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. You shall include the following notice on packing lists, commercial invoices, shipping documents and other documents involved in the transfer, export or re-export of the programs and hardware (including any integrated software and operating system(s)) These commodities, technology, software or hardware (including any integrated software and operating system(s)) were exported in accordance with the U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export laws is prohibited. Manuisciurer s Statement o Terms v Page2 of2