HomeMy WebLinkAboutContract 52557-A2CSC No. 52557-A2
SECOND AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 52557
This Amendment is made between the City of Fort Worth ("FORT WORTH"), a municipal
corporation, acting herein by and through Dana Burghdoff, its duly authorized Assistant City
Manager and Oracle America, Inc. ("ORACLE").
WHEREAS, FORT WORTH and ORACLE entered into an Agreement identified as
Fort Worth City Secretary Contract (CSC) 52557, beginning May 26, 2019; and
WHEREAS, the agreement was amended by FORT WORTH and ORACLE to add
professional services in the amount of $83,087.43, as approved by M&C 20-0936;
NOW THEREFORE, KNOWN BY ALL THESE PRESENT:
Fort Worth and Vendor, acting herein by and through their duly authorized representatives,
agree to the following terms, which amend the Agreement as follows:
The Ordering Document for Learning Services, in the amount of $10,561.08, will be added to
the agreement.
All other terms, provisions, conditions, covenants and recitals of said Agreement not expressly
amended herein shall remain in full force and effect.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
CITY OF FORT WORTH
Ddnc� Bu✓qM�loff
Dana Burghdof( �Iar79,202116:08 CDT)
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Name: Dana Burghdoff
Title: Assistant City Manager
APPROVAL RECOMMENDED:
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By:
Chr'is�rder(Mar26.202116:54 CDT)
Name: Chris Harder
Title: Director, Water Department
ATTEST:
By: `� U ��' 0
Name: Mary Kayser
Title: City Secretary
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CONTRACT 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.
wiGGr'a�r �aiGe�
William Railey (Mar5, 7_07_1 �:03 CST)
By:
Name: William Bailey
Title: IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
�8 Sf�rfnA
B�7; JBStrong(Mar ,202109:1OCDl)
Name: John B. Strong
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 20-0936
Date Approved: 12/15/2020
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
APPENDIX E-8 TO DIR CONTRACT No. DIR-TSO-4158
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Name
Address
New Subscription
City of Fort Worth
1000 Throckmorton St
Fort Worth TX
76102
Contact
Phone Number
Email Address
Robb Bailey
+1 (817) 392-7941
william.bailey@fortworthtexas.gov
Service Period: 12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B85927 - EDU Oracle Service Cloud NORTH 3 12 mo 293.36 10,561.08
Learning Subscription - Hosted AMERICA
Named User
Subtotal 10,561.08
Fee Description Net Fee
Cloud Services Fees 10,561.08
Net Fees 10,561.08
Total Fees 10,561.08
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
"AgreemenY'). 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
CPQ-1 908484 - 1 Issued by Oracle America, Inc. 21-NOV-2020
Page 1 of 4
APPENDIX E-8 TO DIR CONTRACT NO. DIR-TSO-4158
are due in accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158. Once placed, Your order is non-
cancelable and the sums paid nonrefundable, except as otherwise provided herein or in the Agreement. If applicable to You, You
will pay any sales, value added or other similar taxes imposed by applicable law that Oracle must pay based on the Services You
ordered, except for taxes based on Oracle's income. Also, You will reimburse Oracle for reasonable pre-approved expenses
related to providing any Technical Cloud Services in accordance with Appendix A, Section 8.F of the Agreement. Unless,
specifically stated otherwise, fees for Services listed in an order are exclusive of taxes (if applicable) and expenses.
Cloud Services Payment Frequency: Your payment frequency is quarterly in arrears.
Technical Cloud Services Payment Frequency:
Unless otherwise specified in services descriptions applicable to the Technical Cloud Services You have ordered, or in an exhibit
specifying the Technical Cloud Services You have ordered, the fees for Technical Cloud Services and any applicable taxes shall
be invoiced monthly in arrears. You are responsible for payment of pre-approved expenses, if any, in accordance with Appendix A,
Section 8.F of DIR Contract No. DIR-TSO-4158. Expenses will be invoiced monthly as they are incurred and are due in accordance
with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158.
3. Renewal of Cloud Services:
Notwithstanding any statement to the contrary in the Services Specifications, the parties expressly agree that the Cloud Services
acquired under this Ordering Document will not Auto-Renew. At the end of the Services Period, the Cloud Services acquired under
this Ordering Document may be renewed for an additional Services Period, subject to Your placement of a renewal order and
payment of fees for such Cloud Services. For the first two years of the first renewal Services Period of Cloud Services, the annual
fee for each Cloud Service ordered will not increase by more than 4% of the Unit Net Price for such service in the immediately
preceding year. The Cloud Services may not be renewed as described in the preceding sentence if: (i) Oracle is no longer making
such Cloud Services generally available to commercial customers, or (ii) You are seeking to cancel or reduce the number of user
licenses of the Cloud Services set forth in this Ordering Document.
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.
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 November 30, 2021 and shall become binding upon execution by You and acceptance
by Oracle.
C. SERVICE SPECIFICATIONS
1. Service Specifications:
The Service Specifications that govern the Services ordered consist of the documents listed below, which are incorporated into this
Ordering Document. The Service Specifications are subject to change at Oracle's discretion; however, Oracle changes to the
Service Specifications will not result in a material reduction in the level of performance, security, functionality or availability of the
applicable Services provided to You for the duration of the Services Period. The terms of the Service Specifications, including any
subject matter addressed in the Service Specifications, will replace any inconsistent term, similar subject matter or scope of service
delivery in the Agreement; however, unless expressly stated otherwise in this Ordering Document, the terms of the Data
Processing Agreement shall take precedence over any inconsistent terms in this Ordering Document, Agreement or Service
Specifications but in no event shall any documents take precedence over DIR Contract No. DIR-TSO-4158. For the purposes of
this Ordering Document, references to the term "Customer" in any document within the Service Specifications shall mean "You" as
defined in this Ordering Document.
• Service Descriptions and Metrics
Oracle service descriptions and metrics govern Cloud Services and Technical Cloud Services. You may access the version of
these descriptions and metrics that apply to the Cloud Services and Technical Cloud Services that You have ordered at
www.oracle.com/contracts.
CPQ-1 908484 - 1
Issued by Oracle America, Inc. 21-NOV-2020
Page 2 of 4
APPENDIX E-8 TO DIR CONTRACT NO. DIR-TSO-4158
• Cloud Hosting and Delivery Services Policies
Cloud Hosting and Delivery Services Policies describe and govern Cloud Services. You may access the version of these
policies that apply to the Cloud Services that You have ordered at www.oracle.com/contracts.
• Program Documentation
Program Documentation refers to the program user manuals for the Oracle Programs for Cloud Services, as well as any help
windows and read me files for such Oracle Programs that are accessible from within the service. The Program
Documentation describes technical and functional aspects of the Oracle Programs. You may access the documentation
online at www.oracle.com/contracts.
D. OTHER
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: "AgreemenY' and "ContracY'; "Customer", "ClienY' and "You"; "Program
Documentation" and "Documentation"; "Ordering DocumenY' and "Order Form"; "Services Term" and "Services Period"; "Your
Data and "Your ContenY'.
2. Data Processing Agreement:
Oracle's Data Processing Agreement for Oracle Cloud Services (the "Data Processing Agreement"), which is available at
http://www.oracle.com/dataprocessinqaqreement, 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.
3. 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 � 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.
CPQ-1 908484 - 1
Issued by Oracle America, Inc. 21-NOV-2020
Page 3 of 4
City of Fort Worth
Signature o��Q eUr�hdoff
� �����,�d�� ;� �o�� � �::>r
Name Dana Burghdoff
Title Assistant City Manager
Signature Date Mar 29, 2021
Oracle America� II�C. DocuSigned by:
Signature �G�.a.t.�, �SfV'ad.a
Name Michael Estrada
Tltle NAMER Cloud Manager
Signature Date 30-Nov-2020 � 2:00 PM PST
BILL TO / SHIP TO INFORMATION
Bill To
Customer Name
Customer Address
City of Fort Worth
1000 Throckmorton St
Fort Worth TX
76102
Ship To
Customer Name
Customer Address
City of Fort Worth
1000 Throckmorton St
Fort Worth TX
76102
Contact Name Robb Bailey
Contact Phone +1 (817) 392-7941
Contact Email william.bailey@fortworthtexas.gov
Contact Name Robb Bailey
Contact Phone +1 (817) 392-7941
Contact Email william.bailey@fortworthtexas.gov
CPQ-1908484 - 1
Issued by Oracle America, Inc. 21-NOV-2020
Page 4 of 4
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 12/15/20 M&C FILE NUMBER: M&C 20-0936
LOG NAME: 13PCOOP AMEND ORACLE RIGHTNOW WATER IT SC
SUBJECT
(ALL) Authorize Execution of an Amendment to City Secretary Contract No. 52557 with Oracle America, Inc., to Increase the Annual Amount by
$83,087.43 for a New Annual Amount of $228,087.43 for the Purpose of Providing the Water Department with Oracle RightNow Licensing and
Program Support Fees for Oracle Cloud Services
RECOMMENDATION:
It is recommended that City Council authorize the execution of an amendment to City Secretary Contract No. 52557 with Oracle America, Inc. to
increase the annual amount by $83,087.43 for a new annual amount of $228,087.43 for the purpose of providing the Water Department with Oracle
RightNow licensing and program support fees for Oracle Cloud services.
DISCUSSION:
The current agreement with Oracle RightNow, authorized by Mayor and Council (M&C) C-29176, is for an annual amount of $145,000.00 and was
executed on July 22, 2019 using Department of Information Resources Contract No. DIR-TSO 4158. The agreement provides the Water customer
call center with the Customer Relationship Management system (CRM). This software allows for case management, integration with Maximo (the
work order management system used by the Water Department) and with Sungard/Superion/Central Square (the utility billing system used for the
Water Department) for the seamless movement of information for critical customer cases. It also provides the ability to email Water customers,
allows for agent scripting for more thorough information gathering, and integrates with the Avaya phone system. The Oracle CRM is hosted by
Oracle Cloud Services. City Secretary Agreement 52557 will be amended to increase the spending authority by $83,087.43 for a new annual
amount of $228,087.43, in order to update existing functionality, exchange data between Water Department systems, and make the CRM
application more efficient. Due to patents and copyrights, Oracle is the documented sole-source vendor for these services.
PRICE ANALYSIS - The prices were obtained using Department of Information Resource (DIR) Contract No. DIR-TSO-4158. The DIR contract
offers fixed discounts for these services. Water Information Technology staff has reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement
satisfies any state law requiring that the local government seek competitive bids for the purchase of the item. DIR contracts were competitively bid
to increase and simplify the purchasing power of government entities.
CHANGE ORDER - An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and
the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
SUCCESSOR CONTRACTS - To facilitate planning and budgeting, Staff would prefer to have annual Agreements that align with the Fiscal Year.
However, the DIR Agreement is out of alignment with the City's Fiscal Year and the current term DIR-TSO-4158 will expire on July 30, 2024. In
order for the Agreement to align with the City's Fiscal Year, adoption of this Mayor and Council Communication (M&C) authorizes (i) a series of
Purchase Agreements, each of which will align to a term of the DIR, Agreements to ensure legal authority exists for the contract, and (ii) an annual
spend amount, future years of which would be subject to City Council appropriation. In the event that a Cooperative Agreement is not renewed,
Staff would cease purchasing at the end of the last Purchase Agreement coinciding with the valid Cooperative Agreements. If the City Council
were to not appropriate funds for a future year, Staff would stop making purchases when the last appropriation expires, regardless of whether the
then-current Purchase Agreement has expired. The City will initially use DIR-TSO-4158 to make purchases authorized by this M&C. As noted, DIR-
TSO-4158 expires July 30, 2024. If DIR-TSO-4158 is extended this M&C authorizes the City to purchase similar equipment and supplies under the
extended contracts. If DIR-TSO-4158 is not extended but DIR executes new cooperative contracts with Oracle America, Inc. with substantially
similar terms as DIR-TSO-4158, this M&C authorizes the City to purchase the equipment and supplies under the new DIR contract.
A Form 1295 is not required because: This contract will be with a publicly-traded business entity or a wholly-owned subsidiary of a publicly-traded
business entity: Oracle America. Inc.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund to
support the approval of the above recommendation and authorization of the amendment to the contract. Prior to any expenditure being incurred,
the Water Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office b� Jay Chapa 5804
Dana Burghdoff 8018
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
Sarah Czechowicz 2059