HomeMy WebLinkAboutContract 46693-R3 CSC No. 3-
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
October 5. 2018
Oracle America, Inc.
P.O. Box 9001
Pleasantville, CA 94566-9001
Re: NOTICE OF CONTRACT RENEWAL
Contract No. CSC No.46693 (also known as that certain Ordering Document between City of Fort Worth (the "City") and
Oracle America, Inc. ("Oracle") dated May 22, 2015 ("the Contract"))
Renewal Tenn No. 3: May 26, 2018 to May 25, 2019
The above referenced Contract expired on May 25, 2018. Pursuant to the Contract, renewals are at the mutual agreement
of the parties. This letter is to inform you that the City requests renewal of the Contract for an additional one year period,
which will begin immediately upon the expiration of the current term and will end on May 25,2019. All other terms and
conditions of the Contract remain unchanged; provided, however, that terms and conditions of Ordering Document with
footer reference number CPQ-774217 (the "Renewal Order"), a copy of which is attached hereto, will govern the renewal
term from IVlay 26, 2018 through May 25. 2019. Please return this signed Contract Renewal Notice, along with a copy
of your current insurance certificate,to the address set forth below. Please log onto BuySpeed Online at
thttp://fortworthtexas.gov/purchasin- to insure that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed
below.
Sincerely yours,
Charmaine Baylor
Sr. IT Business Planner
Water IT, Water Department
Charmaine.bavlor(a)fortworthtexas.,(,Yov
817-392-6629 - Direct
817-392-8699 - Fax
The parties hereby agree to the renewal of the Cloud Services(as set forth in the Renewal Order) pursuant to and in
accordance with the terns and conditions of the Renewal Order.
ORACLE AMERICA,INC.
By- Ilse De La Rosa Deal Specialist Date: 08-Oct-2018 1 10:55 AM CDT
Printed Name and Title
Doc u Signed by:
�► J� Signature 52..,.NAC
Q� o��� OFFICIAL RECORD
v�ov�: Un' S ECRETARY
FT. WORTH,TX
DocuSign Envelope ID: E8996FF0-E759-4543-909A-21F5B0329E06
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Your Name City of Fort Worth Your Contact William (Robb)Bailey
Your Location Information Technical Services Phone Number 817-392-8579
Email Address William.Bailey@fortworthtexas.gov
Water Department
200 Texas Street
FORT WORTH, TX
76102
Renew/Extend Term:26-May-2018 to 25-May-2019
Service Period: 12 months
Cloud Services Data Center Quantity Term Unit Net Net Fee
Region Price
B88484-Oracle RightNow Enterprise NORTH AMERICA 102 12 mo 70.00 85,680.00
Dynamic Agent Desktop Cloud
Service-Hosted Named User
B72236-Oracle RightNow Universal NORTH AMERICA 5 12 mo 3.20 192.00
Core Service Tier 1 Sessions Monthly
-100 Sessions-Monthly Capacity
B68258-Oracle RightNow Chat NORTH AMERICA 10 12 mo 20.00 2,400.00
Cloud Service-Hosted Named User
B82255-Oracle RightNow Non- NORTH AMERICA 87 12 mo 12.50 13,050.00
Contact Center User Cloud Service-
Hosted Non-Contact Center Named
User
B68302-Oracle RightNow Agent NORTH AMERICA 102 12 mo 15.00 18,360.00
Scripting Cloud Service-Hosted
Named User
B68548-Oracle RightNow Emails NORTH AMERICA 5 12 mo 0.60 36.00
Sent Monthly-100 Emails Sent-
Monthly Capacity
Subtotal 119,718.00
Fee Description Net Fee
Cloud Services Fees 119,718.00
Net Fees 119,718.00
Total Fees 119,718.00
CPQ-774217-1 Issued by Oracle America, Inc. 28-SEP-2018
Page 1 of 5
DocuSign Envelope ID: E8996FF0-E759-4543-909A-21F5B0329E06
A. AGREEMENT
1. Agreement:
This order incorporates by reference the terms of the Contract for Products and Related Services between the State of Texas
acting through the Department of Information Resources ("DIR") and Oracle America, Inc. ("Oracle"), effective July 30, 2018 (DIR
Contract No. DIR-TSO-4158, Oracle Contract No. US-GMA-1889764) and all amendments and addenda thereto (the
"Agreement"). The defined terms in the Agreement shall have the same meaning in this order unless otherwise specified herein.
B. DESCRIPTION AND FEES FOR ORDERED SERVICES
All fees on this ordering document are in US Dollars.
1. Terms of Use:
All products and services listed on this Ordering Document are provided by Oracle under, and subject to, the terms of this
Ordering Document, including the Agreement and all Oracle documents referenced in this Ordering Document. You indicate Your
agreement to the terms of this Ordering Document, including the Agreement, by signing this Ordering Document, and You
represent that You have the authority to bind the Customer to whom this Ordering Document is addressed above to the terms of
this Ordering Document and the Agreement. As applicable, Oracle processes a customer's order after receipt of a purchase
order. Any terms and conditions on Your purchase order are void and have no legal effect. For Cloud Services, You may not
reduce the quantity of services purchased hereunder (e.g., user or record counts, storage, etc.), in whole or in part, during the
Services Period set forth above. The Services Period for the Cloud Services commences on the date stated in the Ordering
Document, or, if none is provided in the Ordering Document, the day that Oracle sends to Your administrator the e-mail
welcoming You to the Oracle Cloud that instructs You on how to create Your Cloud login and configure the Cloud Services (the
"Cloud Services Start Date"). You must maintain a current subscription to applicable Oracle Cloud Services for the duration of any
Technical Cloud Services ordered under this Ordering Document.
2. Fees:
The Cloud Services Payment Frequency applies to all Cloud Services fees and taxes (if applicable), and the Technical Cloud
Services Payment Frequency applies to all fees and taxes (if applicable) for Technical Cloud Services. All fees payable to Oracle
are due in accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158. Once placed, Your order is non-
cancelable and the sums paid nonrefundable, except as otherwise provided herein or in the Agreement. If applicable to You, You
will pay any sales, value added or other similar taxes imposed by applicable law that Oracle must pay based on the Services You
ordered, except for taxes based on Oracle's income. Also, You will reimburse Oracle for reasonable pre-approved expenses
related to providing any Technical Cloud Services in accordance with Appendix A, Section 8.17 of the Agreement. Unless,
specifically stated otherwise, fees for Services listed in an order are exclusive of taxes (if applicable)and expenses.
Cloud Services Payment Frequency: Your payment frequency is quarterly in arrears.
Technical Cloud Services Payment Frequency:
Unless otherwise specified in services descriptions applicable to the Technical Cloud Services You have ordered, or in an exhibit
specifying the Technical Cloud Services You have ordered, the fees for Technical Cloud Services and any applicable taxes shall
be invoiced monthly in arrears. You are responsible for payment of pre-approved expenses, if any, in accordance with Appendix A,
Section 8.F of DIR Contract No. DIR-TSO-4158. Expenses will be invoiced monthly as they are incurred and are due in accordance
with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158.
3. Renewal of Cloud Services:
Notwithstanding any statement to the contrary in the Services Specifications, the parties expressly agree that the Cloud Services
acquired under this Ordering Document will not Auto-Renew. At the end of the Services Period,the Cloud Services acquired under
this Ordering Document may be renewed for an additional Services Period, subject to Your placement of a renewal order and
payment of fees for such Cloud Services. For the first two years of the first renewal Services Period of Cloud Services, the annual
fee for each Cloud Service ordered will not increase by more than 4% of the Unit Net Price for such service in the immediately
preceding year. The Cloud Services may not be renewed as described in the preceding sentence if: (i)Oracle is no longer making
such Cloud Services generally available to commercial customers, or (ii) You are seeking to cancel or reduce the number of user
licenses of the Cloud Services set forth in this Ordering Document.
4. Price Hold for Cloud Services:
During the Services Period, You may order additional quantities of the Cloud Services acquired under this Ordering Document at
the Unit Net Price specified above. This price hold does not apply to Eloqua Marketing Platform Cloud Service, to any renewals or
extensions of the Cloud Services ordered under this Ordering Document, to Cloud Services ordered pursuant to a separate Oracle
discount or promotion, or to any Cloud Services other than those listed in the initial purchase under this Ordering Document.
CPQ-774217-1 Issued by Oracle America, Inc. 28-SEP-2018
Page 2 of 5
DocuSign Envelope ID: E8996FF0-E759-4543-909A-21F5B0329E06
5. Data Center Region
Oracle agrees that during the Service Period specified in this ordering document, the Cloud Services environment holding
Customer data will reside in data centers located in the continental United States. Oracle may access Customer Data on a global
basis to the extent necessary to perform the Cloud Services, including maintenance and Cloud Services technical support.
6. Offer Validity:
This order is valid through October 31, 2018, and shall become binding upon execution by You and acceptance by Oracle.
7. Oracle Signature First
Your signature, printed name, title and signature in the signature block below are the only handwritten changes to this order that
will be accepted. Other changes to this order, handwritten or otherwise, will render this order null and void, unless such changes
have been specifically agreed to by both parties in writing.
8. Assignment of this Ordering Document
Notwithstanding anything to the contrary in the agreement or this Ordering Document, You may not assign this Ordering Document
or give or transfer the Services, or an interest in them, to another individual or entity. If You desire that Services be acquired by
another entity, such other entity may order services under a separate contract. You may not grant a security interest in any of the
Services. Notwithstanding the foregoing, upon advance written notice to Oracle, You may assign Your rights to the Services under
this Ordering Document to another governmental agency as designated by the Texas Legislature (i) that is a successor in interest
to You that performs Your statutory obligations, or (ii) as necessary to satisfy a regulatory requirement imposed upon You by a
governing body with the appropriate authority; provided that u such assignee entity agrees in writing to the terms and conditions
of the agreement and the Ordering Document, (x) You provide Oracle will all consents necessary for the assignee to access Your
Content, Your Applications, and any other of Your materials in Oracle's possession, (y) the assignment does not result in any
change in Oracle's rights and obligations under this Ordering Document(including with respect to the Services), or expand, modify
or otherwise alter any use or component of the Services or Services Environments provided under this Ordering Document, and (z)
following the assignment, You shall immediately discontinue use of the Services acquired under this Ordering Document.
C. SERVICE SPECIFICATIONS
1. Service Specifications:
The Service Specifications that govern the Services ordered consist of the documents listed below, which are incorporated into this
Ordering Document. The Service Specifications are subject to change at Oracle's discretion; however, Oracle changes to the
Service Specifications will not result in a material reduction in the level of performance, security, functionality or availability of the
applicable Services provided to You for the duration of the Services Period. The terms of the Service Specifications, including any
subject matter addressed in the Service Specifications,will replace any inconsistent term, similar subject matter or scope of service
delivery in the Agreement; however, unless expressly stated otherwise in this Ordering Document, the terms of the Data
Processing Agreement shall take precedence over any inconsistent terms in this Ordering Document, Agreement or Service
Specifications but in no event shall any documents take precedence over DIR Contract No. DIR-TSO-4158. For the purposes of
this Ordering Document, references to the term "Customer" in any document within the Service Specifications shall mean "You" as
defined in this Ordering Document.
• Service Descriptions and Metrics
Oracle service descriptions and metrics govern Cloud Services and Technical Cloud Services. You may access the version of
these descriptions and metrics that apply to the Cloud Services and Technical Cloud Services that You have ordered at
www.o ra cle.com/con tracts.
• Cloud Hosting and Delivery Services Policies
Cloud Hosting and Delivery Services Policies describe and govern Cloud Services. You may access the version of these
policies that apply to the Cloud Services that You have ordered at www.oracle.com/contracts.
• Program Documentation
Program Documentation refers to the program user manuals for the Oracle Programs for Cloud Services, as well as any help
windows and read me files for such Oracle Programs that are accessible from within the service. The Program
CPQ-774217-1 Issued by Oracle America,Inc. 28-SEP-2018
Page 3 of 5
DocuSign Envelope ID: E8996FF0-E759-4543-909A-2lF5B0329E06
Documentation describes technical and functional aspects of the Oracle Programs. You may access the documentation
online at www.oracle.com/contracts.
D. OTHER
1. Terms:
The following terms, as used in this Ordering Document or the Agreement and whether or not capitalized, shall have the same
meaning as the applicable defined term: "Agreement" and "Contract", "Customer", "Client" and "You", "Program
Documentation" and "Documentation", "Ordering Document" and "Order Form", "Services Term" and "Services Period", "Your
Data and"Your Content'.
2. Data Processing Agreement:
Oracle's Data Processing Agreement for Oracle Cloud Services (the "Data Processing Agreement"), which is available at
httQ://www.oracle.com/dataprocessingagreement, is incorporated as Appendix N of DIR Contract No. DIR-TSO-4158 and
describes the parties' respective roles for the processing and control of Personal Data (as that term is defined in the Data
Processing Agreement)that Customer provides to Oracle as part of the Cloud Services under this order. Oracle will act as a
data processor and will comply with all applicable data protection laws to the extent such laws by their terms impose
obligations directly on Oracle as a data processor in connection with the services specified in this ordering document. Oracle
will act on Customer's instruction concerning the treatment of Customer's Personal Data residing in the Cloud Services
Environment, as specified in the Agreement, the Data Processing Agreement and this order. Customer remains solely
responsible for Customer's regulatory compliance in connection with Customer's use of the Cloud Services and will comply
with all applicable laws in connection with the performance of obligations or exercise of rights under this ordering document
and the Agreement. Customer agrees to provide any notices and obtain any consents related to Customer's use of the Cloud
Services and Oracle's provision of the Cloud Services, including those related to the collection, use, processing, transfer and
disclosure of Personal Data.
CPQ-774217-1 Issued by Oracle America, Inc. 28-SEP-2018
Page 4 of 5
DocuSign Envelope ID: E8996FF0-E759-4543-909A-21F5B0329E06
City of Fort Worth / Oracle America, Inc.
DocuSigned by:
Signature Signature
Name Name �D09B55B34093o47A.
`�5y) �— Tony Trevino
'Title _ Title Manager, Deal Management
Signature Date /�� Signature Date 01-oct-2018 i 8:16 AM PDT
I ! I
BILL TO/SHIP TO INFORMATION
Bill To Ship To
Customer Name City of Fort Worth Customer Name City of Fort Worth
Customer Address Information Technical Services Customer Address Information Technical Services
Water Department Water Department
200 Texas Street 200 Texas Street
FORT WORTH TX FORT WORTH TX
76102 76102
Contact Name William (Robb) Bailey Contact Name William (Robb) Bailey
Contact Phone 817-392-8579 Contact Phone 817-392-8579
Contact Email William.Bailey@fortworthtexas.gov Contact Email William.Bailey@foMvorthtexas.gov
�-ORT� .
Mary J. Ka r, GO Kecre
r
oin B. Strong, ssistant City Attorney
®EFICUAL REC®RD
CITY SECRETARY
ET. Me"TH,TX
CPQ-774217-1 Issued by Oracle America, Inc. 28-SEP-2018
Page 5 of 5
CSC No.
CITY OF FORT WORTH:
APPROVED AS TO FORM AND LEGALITY:
JB rong, ssistant X Attorney
Date:
APPROVED FOR CITY OF FORT WORTH:
RECO( MMEN �...1)$
Chris Harder, Director, Water Department
Date:
Jay Chapa, Assistant City Manager
-ContDate: /J� �l 7 —/-f—
Contract
ract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,
including ensuring all performance and reporting requirements.
Wi liam Bailey, IT Manag �/�
Date: 10-11-1a e0.........RT M&C.._...
ATTE �' f}
e
Mary J. Kayser, City Secretary 'f OFFICIAL RECORD
CITY SECRETARY 1
�) 1-16-1 FT. WORTH,TX
Date:
DocuSign Envelope ID: E9C64007-3468-4077-9D87-EB737B48B441
FIRST AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 46693
This First Amendment to Fort Worth City Secretary Contract No. 46693 ("First
Amendment') is made between the CITY of FOR I' WORTH ("City'), acting herein by and through
its duly authorized Assistant City Manager and ORACLE AMERICA, INC.,
("Consultant') acting herein through
WHEREAS, City and Consultant entered into Fort Worth City Secretary Contract No.
46693 beginning May 22, 2015 (the "Agreement");
zD
WHEREAS, City and Consultant desire to include an additional services to the Agreement;
and
WHEREAS. The Agreement has been renewed twice and City and Consultant desire to
renew the Agreement for a third term.
NOW THEREFORE, KNOWN ALL BY THESE PRESENT, City and Consultant, acting
herein by the through their duly authorized representatives, enter into this First Amendment,which
amends the Agreement as follows:
1.
The Agreement is replaced in its entirety with the Ordering Document with footer reference
number CPQ-774217, attached hereto as Exhibit "A".
City and Consultant agree that the Agreement shall be renewed for a term starting on May
26, 2018 and ending on May 25, 2019.
3.
All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
(signature page folloivs)
First Amendment to City Secretary Contract No.46693 Page I of 2
DocuSign Envelope ID: E9C64007-3468-4077-9D87-EB737B48B441
Executed this the day o , 2018.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledue that 1 am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
By: '� Jv and reporting requirements.
Name:
Title: Assistant City Manager
Q
Date: (//d ��"l8 By: W AJJC&.. � —
Name: 6ys"TA^ gure,E7
Approval Recommended: Title: TT MAoAbF
Approved as to Form and Legality:
By:
Name: c(4/Z c-1 f aDel
Title: W G r By:
N e: Jo B. Stron
Attest: Title: Assistant Attorney
Contract Authorization:
0RT M&C:By
By:
Name: a e
Title: City Secreta
SELLER: TEXAS
Oracle America, Inc.
Docu Signed by:
By: ENaMC2FDaV.1
aV4j wi'Sf
dwest
Title: Manager, Deal Management
Date: 05-OCT-2018
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
First Amendment to City Secretary Contract No.46693 Page 2 of 2