HomeMy WebLinkAboutContract 47726 , 234S ,
f! RECENED �° CITY SECRETAf
I[�I
ORDERING DOCUMENT
OracJe ArnerJga�-tipc. a:
5OG-OraCi f' kv+aY
edwaad Shores 94065
a cityof Fort Worth Your Contact Steve Streiffert
Your ocaton 1000Throckmorton St Phone Number
Fort Worth Email Address Steve.streiffert@fortworthtexas.gov
TX 76102
New Subscription
Cloud Services Service Period:60 months
Data Center{legion:North America quantity Term Ust Fee Discount% Net
Unit Net Price Fee
885801 -Oracle Talent.Management Base Cloud Service 7000 12 mo 21,000.00
-Hosted Named User
867295-Oracle Fusion Workforce Compensation Cloud 7000 12 mo 31,500.00
Service-Hosted Named User
884260-Oracle Talent Acquisition for Midsize Cloud 7000 12 mo 31,500.00
Service-Hosted Employee
Subtotal 84,000.00
Fee Description Net Fee
Cloud Services Fees 84,000.00
Total Fees 84,000.00
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's,effective April 25,2014(DIR Contract No.DIR-TSO-2539;Oracle
Contract No. US-GMA-225288)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,which are effective upon signature, 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 customers 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 and invoicing 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 Claud 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
5929148-1OFFICIALRECORD Issued by Oracle America, Inc. 21-Mar-16
Page 1 of 4
CITY SECRETARY
FT.WORTH,TX
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-2539.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
Oracie must pay based on the Services You ordered,except for taxes based on Oracle's income.Also,You wiff 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.
3. Renewal of Claud 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 Servioes.For the first
two years of the first renewal Services Period of Cloud Services,the annual fee for each Cloud Service ordered Wil not increase by more than 4%of
the Unit Net Price for such service in the immediateiy 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. Offer Validity: This order is valid through 12-MAY-2016 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 wili 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 terns 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 terns in this Ordering Document,Agreement
or Service Specifications but in no event shall any documents take precedence over DIR Contract No. DiR-TSO-2539. 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 wvww.oracle.comicontracts.
• 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 ww w.oracle.comicontracts.
• 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 aocess the documentation online at www.oracle.comlcontracts.
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 Farm":"Services Term"and"Services Period`."Your Data and"Your Content",
2. Data Processing Agreement:
Oracle's Data Processing Agreement for Oracle Cloud Services (the "Bata Processing Agreement', which is available at
http:l/wwvw_oracle.comldataprocessingagreement, is incorporated as Appendix N of DIR Contract No. DiR-TSO-2539 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
5929148-1 Issued by Oracle America, Inc. 21-Mar-16
Mage 2 of 4
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 Customers 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 Yaws 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(it)as necessary to satisfy a regulatory
requirement imposed upon You by a governing body with the appropriate authority; provided that(w)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.
d. No Excess Obligations
In the event sufficient budgeted funds are not available for a new fiscal period, You may terminate this Ordering Document immediately without
penalty or expense;provided, however,that: (a)for each of the five(5) 12-month terms of the order,You must provide a purchase order, and (b)
Your issuance of each 12-month purchase order shall signify to Oracle that all fund for the given 12-month term have been fully appropriated and
are available and no longer subject to any appropriations contingency.Notwithstanding the foregoing,You agree to pay for all services performed by
Oracle prior to Oracle's receipt of Your notice of non-appropriations.
5.Shelving of Licenses
a.Program Licenses Subiect to Shelving. In order to use the Cloud Services specified In the Cloud Services table above,and subject to the terms of this
provision,You agree to desupport, and not to use,the non-Cloud Oracle program licenses listed in the attached License Shelving Exhibit during the
Shelving Period (as defined below). The desupport and non-use of such non-Cloud Oracle program licenses in accordance with the terms of this
"Shelving of On Premise Program Licenses"section shall be referred to as"shelving." The Oracle program licenses listed in the License Shelving Exhibit
are those on-premise program licenses You previously acquired under a separate contract with Oracle,and are referred to as the"Shelved On Premise
Licenses." The shelving of the Shelved On Premise Licenses is subject to the requirements set forth in this"Shelving of On Premise Program Licenses"
section. Notwithstanding anything to the contrary,You acknowledge and agree that the Shelved On Premise Licenses may only include Oracle on-
premise program licenses for which You maintain technical support in accordance with Your separate contract with Oracle forthose licenses and technical
support services up to the commencement of the Transition Period(as defined below}.
b. Transition Period. Except as otherwise provided in this section,You may continue to use the Shelved On Premise Licenses and Oracle technical
support for such on-premise program licenses in accordance with Your separate contract with Oracle for those licenses and technical support services
during the period beginning on the Cloud Services Start Date and ending on the earlier of the following to occur(the"Initial Transition Period"): (i)six
months from the Cloud Services Start Date, or(ii) Your written notice to Oracle of the commencement of the Shelving Period for the Shelved On
Premise Licenses. Notwithstanding anything to the contrary in Your separate contract for technical support services for the Shelved On Premise
Licenses,during the Initial Transition Period only, Oracle will provide technical support limited to product support services, security patch updates,
critical patch updates and tax, legal and regulatory updates(but not any major version release updates)for the Shelved On Premise Licenses (the
"Limited On Premise Support")at no additional charge.
If the Initial Transition Period ends under clause(i)of the preceding paragraph,You may elect to continue using the Shelved On Premise Licenses
and receiving the Limited On Premise Support in accordance with the separate contract for such program licenses and technical support services by
purchasing additional Limited On Premise Support for the Shelved On Premise Licenses in additional three month increments (each increment, an
"Extended Transition Period"and collectively,the"Extended Transition Periods");provided that,(1)all such Extended Transition Periods may not
exceed a cumulative total of six(6)consecutive months,and(2)in no event may the total cumulative period of the Initial Transition Period and the
Extended Transition Periods(collectively,the"Transition Period")exceed twelve(12)consecutive months as measured from the Cloud Services Start
Date. For each three month Extended Transition Period,You will be billed 8%of the previously annualized support fee quarterly,in arrears,for the
Limited On Premise Support provided for the Shelved On Premise Licenses. You are not eligible for an Extended Transition Period if the Initial
Transition Period ends under clause(i))of the preceding paragraph,and any Extended Transition Period then in effect shall immediately end upon Your
providing notice to Oracle of the commencement of the Shelving Period under such clause(ii).
At the commencement of the Transition Period Oracle will issue a credit for any unused Oracle technical support services fees that You prepaid for the
Shelved On Premise Licenses that remain unused as of the commencement of the Transition Period,if any,or if there is no Transition Period,then as
of the commencement of the Shelving Period,provided that the invoices fa;sunt+technical support services have been paid in full.This credit will be
applied against Your first invoice for the Cloud Services acquired under this order and may not be used by You for purchase of any other Oracle
products or services-
5929148-1 issUedb racle America, Inc. 21-Mar-1F
` Page 3 of 4
c.Shelving Period.The period for which the Shelved On Premise Licenses are considered to be shelved will commence at the end of the Transition
Period and will end upon the earlier of the following to occur(the"Shelving Period"): (1)the end of the Services Period specified in this order,(2)Your
resumption of use of the Shelved On Premise Licenses, or(3)Your non-compliance as described in the "Non Compliance"section below. If the
Shelving Period ends under clause (1)of the prior sentence,then You may extend the Shelving Period by entering into an order with Oracle to
renew the Cloud Services that expressly extends the Shelving Period for the Shelved Can Premise Licenses listed in the License Shelving Exhibit.
During the Shelving Period,You must: (i)not use the Shelved On Premise Licenses for any purposes other than read-only access to historical archived
data,(ii)not receive or use the benefit of any direct or indirect Oracle technical support in any manner, including but not limited to updates,patches,
fixes,accessing historical archived data,phone support,or on-line support accessible through a web browser or other connectivity tool,for the Shelved
On Premise Licenses, and(iii)continue to maintain Oracle technical support for Your remaining program licenses contained in the license set of the
Shelved On Premise Licenses(Le.,those program licenses not specifically identified in the License Shelving Exhibit)in accordance with the terms of
Your separate contract for those Oracle program licenses.
d.Certification. At the end of the Transition Period,and annually thereafter during the Shelving Period,You are required to certify in writing to Oracle
that the Shelved On Premise Licenses are desupported and unused as required under this"Shelving of On Premise Program Licenses"section.
e.Non Comoliance.if You are not in compliance with the requirements set forth in this"Shelving of On Premise Program Licenses"section at anytime
during the Shelving Period or if the Cloud Services under this order are terminated prior to the end of the Initial Service Period,then as of the date of
non-compliance or termination,as applicable:(i)the Shelving Period shall end and the Shelved On Premise Licenses are then no longer shelved under
these provisions, (ii)the repricing rules of the Oracle technical support policies located at http://www.oracle.comisupport/pohcies.htrrtl will apply to
the Shelved On Premise Licenses,and(iii)a reinstatement fee and applicable back support*11 be charged for the Shelved On Premise Licenses.
f.Unshelvigg of On Premise Licenses. Except as provided in the"Non Compliance"section above,You may resume use of the Shelved On Premise
Licenses in accordance with Your separate license agreement,and technical support well be reinstated at the annual rate previously in effect„(1)at any
time during the Services Period,provided that You provide Oracle with prior written notice of Your intention to resume use of the Shelved On Premise
Licenses and You pay all technical support fees for the Shelved On Premise Licenses no later than 30 days from the resumption of use,or(2)at the
end of the Services Period,provided that You resume payment for technical support of the Shelved On Premise Licenses no later than 30 days from
the end of the Services Period. If You do not pay all technical support fees as stated in the preceding sentence,then(i)the repricing and matching
support level rules of the Oracle technical support policies(located at http:/tw ww.oracle,com)support/policles.htmi)will be applied to the applicable
remaining supported licenses as defined in the Oracle technical support policies, and (ii)should You wish to support the license at a future date, a
reinstatement fee and applicable back support for the period commencing at the earlier of Your resumption of use or the end of the Services Period will
be charged for the Shelved On Premise Licenses.
For clarity,this order for Cloud Services,and all rights and obligations hereunder(including payment obligations),shall remain in full in force and effect
for the duration of the Services Period notwithstanding any resumption of use by You of the Shelved On Premise Licenses prior to the end of the
Services Period.
g.Additional On Premise Licenses. In the event that You require additional non-Cloud Oracle program licenses for one or more of the Shelved On
Premise Licenses,You must first unshelve the required number of licenses,up to the total number shelved,in accordance with the'Unshelving of On
Premise Licenses"section above. You may not purchase additional licenses for that program until all Shelved On Premise Licenses have been
unshelved.
At your request,Oracle has signed this Agreement first.Company agrees by its execution of this Agreement that any handwritten,
typewritten or other change or modification to this Agreement shall be void and of no force or effect.
City of Fort Worth Oracle America,Inc.
Signature: Authorized Signature ,1�"
Name: Alanii Blame
Natalie Dodge
Title
RECORD Deal Specialist
of 41CRFrAL
AOX Signature Date Apr 25, 2016
G
APPROVED TO &M LITF
5929148-1 issued b racl T1te -Mar
``Msl�ahi.a R �ara�s
S•nicr 7uaifltae nt Uty Attar
H&C P
Data 3wProvadt `rG.
City Secrecy
C)RACLE" Page 1 of 2
License Shelving Exhibit
With the execution of your SaaS subscription order 5909781 you are eligible to shelve the fallowing
licenses, provided these licenses are under an active support contract with Oracle at the time you execute
this option.
Csi No Prod Ild Existing License Existing Metric Quantity
16122120 41317631 PeopleSoft Enterprise ENTERPRISE EMPLOYEE 8500
eCompensation
16122120 41317626 PeopleSoft Enterprise Recruiting ENTERPRISE EMPLOYEE 8500
Solutions
16122120 41317625 PeopleSoft Enterprise Workforce ENTERPRISE EMPLOYEE 8500
Rewards
Customer Name: City of Fort Worth
Customer Contact Name: E1 E -C
Customer Contact
Telephone:
Customer Contact Email: 151 �- ' MAT- STH CC'S
CSl# of Saas Order: V
not needed if shelving is executed with SaaS order
In order to initiate the shelving, please complete the contact information above and sign and date this
exhibit. Shelving will become effective upon signature, the signature date may not be dated to a past or
future date.
This exhibit must be returned with the SaaS order documentation, or. if you execute this exhibit after the
submission emailed=ourOracle ales representative.
C sta er Signature
APPRov= p�s To VON AM LMLITY
Saaea Alnais
Name AmIstut city mm-grer l�shia. Pam
Senior Assistant City Atbo9007
N&c._ P-Ire' �- �
oats Approved: :1-
GMA IQ:726284 �� foR')' .
1�
a
J s CityeCretaty ' OFFICIAL RECORD
JK
CITY SECRETARY
X� FT.WORTH,TX
C:)RACPage 2 of 2
Title
Signature date
GMA ro:7262s0
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(w)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.
4. No Excess Obligations
In the event sufficient budgeted funds are not available for a new fiscal period, You may terminate this Ordering Document immediately without
penalty or expense; provided, however,that: (a)for each of the five(5) 12-month terms of the order,You must provide a purchase order, and (b)
Your issuance of each 12-month purchase order shall signify to Oracle that all funds for the given 12-month term have been fully appropriated and
are available and no longer subject to any appropriations contingency.Notwithstanding the foregoing,You agree to pay for all services performed by
Oracle prior to Oracle's receipt of Your notice of non-appropriations.
S.Shelving of Licenses
a.Proaram Licenses Subject to Shelving. In order to use the Cloud Services specked in the Cloud Services table above,and subject to the terms of this
provision,You agree to desupport, and not to use, the non-Cloud Oracle program licenses listed in the attached License Shelving Exhibit during the
Shelving Period (as defined below). The desupport and non-use of such non-Cloud Oracle program licenses in accordance with the terms of this
"Shelving of On Premise Program Licenses"section shall be referred to as"shelving." The Oracle program licenses listed in the License Shelving Exhibit
are those on-premise program licenses You previously acquired under a separate contract with Oracle,and are referred to as the"Shelved On Premise
Licenses." The shelving of the Shelved On Premise Licenses is subject to the requirements set forth in this"Shelving of On Premise Program Licenses"
section. Notwithstanding anything to the contrary,You acknowledge and agree that the Shelved On Premise Licenses may only include Oracle on-
premise program licenses for which You maintain technical support in accordance with Your separate contract with Oracle for those licenses and technical
support services up to the commencement of the Transition Period(as defined below).
b. Transition Period. Except as otherwise provided in this section,You may continue to use the Shelved On Premise Licenses and Oracle technical
support for such on-premise program licenses in accordance with Your separate contract with Oracle for those licenses and technical support services
during the period beginning on the Cloud Services Start Date and ending on the earlier of the following to occur(the"Initial Transition Period"): (i)six
months from the Cloud Services Start Date, or(ii)Your written notice to Oracle of the commencement of the Shelving Period for the Shelved On
Premise Licenses. Notwithstanding anything to the contrary in Your separate contract for technical support services for the Shelved On Premise
Licenses, during the Initial Transition Period only, Oracle will provide technical support limited to product support services, security patch updates,
critical patch updates and tax, legal and regulatory updates(but not any major version release updates)for the Shelved On Premise Licenses (the
"Limited On Premise Support")at no additional charge.
If the Initial Transition Period ends under clause(i)of the preceding paragraph,You may elect to continue using the Shelved On Premise Licenses
and receiving the Limited On Premise Support in accordance with the separate contract for such program licenses and technical support services by
purchasing additional Limited On Premise Support for the Shelved On Premise Licenses in additional three month increments (each increment, an
"Extended Transition Period"and collectively,the"Extended Transition Periods");provided that, (1)all such Extended Transition Periods may not
exceed a cumulative total of six(6)consecutive months,and(2)in no event may the total cumulative period of the Initial Transition Period and the
Extended Transition Periods(collectively,the"Transition Period")exceed twelve(12)consecutive months as measured from the Cloud Services Start
Date. For each three month Extended Transition Period,You will be billed 8%of the previously annualized support fee quarterly, in arrears,for the
Limited On Premise Support provided for the Shelved On Premise Licenses. You are not eligible for an Extended Transition Period if the Initial
Transition Period ends under clause(ii)of the preceding paragraph,and any Extended Transition Period then in effect shall immediately end upon Your
providing notice to Oracle of the commencement of the Shelving Period under such clause(ii).
At the commencement of the Transition Period Oracle will issue a credit for any unused Oracle technical support services fees that You prepaid for the
Shelved On Premise Licenses that remain unused as of the commencement of the Transition Period,if any,or if there is no Transition Period,then as
of the commencement of the Shelving Period, provided that the invoices for such technical support services have been paid in full.This credit will be
applied against Your first invoice for the Cloud Services acquired under this order and may not be used by You for purchase of any other Oracle
products or services.
5929148-1 Issued by Oracle America, Inc. 21-Mar-16
Page 3 of 4
c.Shelvina Period.The period for which the Shelved On Premise Licenses are considered to be shelved will commence at the end of the Transition
Period and will end upon the earlier of the following to occur(the"Shelving Period"): (1)the end of the Services Period specked in this order,(2)Your
resumption of use of the Shelved On Premise Licenses, or(3) Your non-compliance as described in the "Non Compliance"section below. If the
Shelving Period ends under clause (1) of the prior sentence,then You may extend the Shelving Period by entering into an order with Oracle to
renew the Cloud Services that expressly extends the Shelving Period for the Shelved On Premise Licenses listed in the License Shelving Exhibit.
During the Shelving Period,You must: (i)not use the Shelved On Premise Licenses for any purposes other than read-only access to historical archived
data, (ii) not receive or use the benefit of any direct or indirect Oracle technical support in any manner, including but not limited to updates, patches,
fixes,accessing historical archived data,phone support,or on-line support accessible through a web browser or other connectivity tool,for the Shelved
On Premise Licenses, and(iii)continue to maintain Oracle technical support for Your remaining program licenses contained in the license set of the
Shelved On Premise Licenses(i.e.,those program licenses not specifically identified in the License Shelving Exhibit)in accordance with the terms of
Your separate contract for those Oracle program licenses.
d.Certification. At the end of the Transition Period,and annually thereafter during the Shelving Period,You are required to certify in writing to Oracle
that the Shelved On Premise Licenses are desupported and unused as required under this"Shelving of On Premise Program Licenses"section.
e.Non Compliance.If You are not in compliance with the requirements set forth in this"Shelving of On Premise Program Licenses"section at any time
during the Shelving Period or if the Cloud Services under this order are terninated prior to the end of the initial Service Period,then as of the date of
non-compliance or termination,as applicable:(i)the Shelving Period shall end and the Shelved On Premise Licenses are then no longer shelved under
these provisions, (ii)the repricing rules of the Oracle technical support policies located at http://www.oracle.com/Support/policies.htmi will apply to
the Shelved On Premise Licenses,and(iii)a reinstatement fee and applicable back support will be charged for the Shelved On Premise Licenses.
f.Unshelvina of On Premise Licenses. Except as provided in the"Non Compliance"section above,You may resume use of the Shelved On Premise
Licenses in accordance with Your separate license agreement,and technical support will be reinstated at the annual rate previously in effect,(1)at any
time during the Services Period,provided that You provide Oracle with prior written notice of Your intention to resume use of the Shelved On Premise
Licenses and You pay all technical support fees for the Shelved On Premise Licenses no later than 30 days from the resumption of use,or(2)at the
end of the Services Period,provided that You resume payment for technical support of the Shelved On Premise Licenses no later than 30 days from
the end of the Services Period. If You do not pay all technical support fees as stated in the preceding sentence,then(i)the repricing and matching
support level rules of the Oracle technical support policies(located at http://www.oracle.com/support/policies.htmi)will be applied to the applicable
remaining supported licenses as defined in the Oracle technical support policies, and(ii)should You wish to support the license at a future date,a
reinstatement fee and applicable back support for the period commencing at the earlier of Your resumption of use or the end of the Services Period will
be charged for the Shelved On Premise Licenses.
For clarity,this order for Cloud Services,and all rights and obligations hereunder(including payment obligations),shall remain in full in force and effect
for the duration of the Services Period notwithstanding any resumption of use by You of the Shelved On Premise Licenses prior to the end of the
Services Period.
g.Additional On Premise Licenses. In the event that You require additional non-Cloud Oracle program licenses for one or more of the Shelved On
Premise Licenses,You must first unshelve the required number of licenses,up to the total number shelved,in accordance with the"Unshelving of On
Premise Licenses"section above. You may not purchase additional licenses for that program until all Shelved On Premise Licenses have been
unshelved.
At your request,Oracle has signed this Agreement first.Company agrees by its execution of this Agreement that any handwritten,
typewritten or other change or modification to this Agreement shall be void and of no force or effect.
City of Fort Worth Oracle America, Inc.
Signature: Authorized Signature
Name: Name
Title: Title
Signature Date: Signature Date
5929148-1 Issued by Oracle America, Inc.21-Mar-16
Page 4 of 4
CERTIFICATE OF INTERESTED PARTIES oR(ml 1 95
l of l
Complete Nos.1-4 and B if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 61 there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2015-3477
Oracle America, Inc.
Redwood Shores,CA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract far which the form is 01115/2016
being filed.
City of Fort Worth Date Acknowled ed:
3 Provide the identification num bef used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
City Secretary Contract No.45
Software technical support services
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(piece of business)
Controlling Intermediary
5 Check only if there is NO Interested Party. ❑
X
ti AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is tnre and correct
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP!SEAL ABOVE
sworn to and subscribed before me,by the said this the day of
20 to certify which,witness my hand and seal e.
SCC on r"med C co-i f7 elt t-c
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Fomes provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34032
CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE§8202
See Attached Document (Notary to cross out lines 1-6 below)
❑See Statement Below (Lines 1-6 to be completed only by document signer(s], not Notary)
Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California Subscribed and sworn to (or affirmed) before me
County of 11" 644V-4
on this I`VO day of �#�_ . 20
by Date Month Year
(1) Pm Y& r ►fitr fns
(and (2)
Name(s)of Signer(s)
MICHELLE J.CHOP
Comrnisalon 0 2127847 proved to me on the basis of satisfactory evidence
r' Notary Public-Callfornia to be the person} who appeared before me.
Santa Ciara County
Mv Comm.211res Oct 22,2019
Signature
SignatA oft ry Public
Seal
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this farm to an unintended document.
Description of Attached Document
Title or Type of Document: Document Date:
Number of Pages: Signer(s)Other Than Named Above:
02014 National Notary Association - www.NationalNotary.org - 1-800-US NOTARY(1-800-876-6827) Item#5910
City of Fort Worth, Texas
Mayor and council communication
DATE: Tuesday, February 16, 2016 REFERENCE NO.:
LOG NAME: 13P16-0095 ORACLE EW
SUBJECT:
Authorize Agreement with Oracle America, Inc. for Annual Maintenance and Support for Oracle Software,
Using a Cooperative Contract for The Information Technology Solutions Departments in an Amount Up to
$668,925.00 (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize an Agreement with Oracle America, Inc. for Annual
Maintenance and Support for Oracle Software, using The State of Texas Department of Information
Resources Contract No. DIR-TSO-2539 in an amount up to $688,925.00 for the Information Technology
Solutions Departments.
DISCUSSION:
The Information Technology Solutions Department will use this Agreement to allow for continued
maintenance and technical support services for the Oracle PeopleSoft Enterprise Resource Planning
(ERP) System as well as other database related Oracle software.
Software Estimate
PeopleSoft ERP $630,925
Oracle Data $38,000
ISoftwarefSupport
Notal
—F$__8796625
COOPERATIVE PURCHASE - State law provided that a local government purchasing an item under a
Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item. The State of Texas Department of Information Resources (DIR)
Cooperative Contracts have been competitively bid to increase and simplify the purchasing power of local
entities.
ADMINISTRATIVE INCREASE —An administrative increase or change order for this Agreement may be
made by the City Manager in the amount up to $50,000.00 per year and does not require specific City
Council approval as long as sufficient funds have been appropriated.
MIWBE OFFICE —A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Purchasing Division and approved by the MfWBE Office, in accordance with the BDE Ordinance, because
the purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
AGREEMENT TERMS -- Upon City Council's approval this Agreement shall begin February 17, 2016 and
expire April 25, 2016 to coincide with the expiration dates of the DIR Contract,
RENEWAL OPTIONS -This Agreement may be renewed for two (2) additional one-year term at the City's
option. This action does not require City Council approval provided that City Council has appropriated
Logname. 13P16-0095 ORACLE EW Pave I of 2
sufficient funds to satisfy the City's obligations during the renewal terms.
FISCAL INFORMATION / CERTIFICATION:
The approval of this action provides Contract authority up to $186,711.00 per year, as specified. The
Director of Finance certifies that funds are available in the current operating budget, as appropriated, of
participating Departments and that prior to an expenditure being made, participaing Departments have the
responsibility to validate the availability of funds.
BQN116-00661EW
FUND IDENTIFIERS (FIDS):
TO
Fun Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year Chartfield 2
FROM
Fund Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year Chartfield 2
CERTIFICATIONS:
Submitted for C'bj Manages s Office by: Susan Alanis (8180)
Ori i� natinq Department Head: Aaron Bovos (8517)
.hack Dale (8357)
Additional Information Contact: Eryck Walker (6610)
ATTACHMENTS
1. DIR 2539.pdf (CFW Internal)
2. Oracle 1295 Form.pd f (Public)
3. Oracle EPLS.pdf (CFW Internal)
Logname: 13PI6-0095 ORACLE EW Page 2 of 2