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Home My WebLink AboutContract 51247 CITY SECRETARY CONTRACT NO.Li ORDERING DOCUMENT Orade America,Inc. 500 Oracle Parkway Redwood Shores CA 94065 Your Name Ci of Fort Worth Your Contact Stave Streiffert Your Location 1000 Throckmorton St Phone Number +1 817 392-6118 Fort Worth,TX 76102 Email Address steve.strelffert@fortworthtexas.gay Renew Subscription Term:5-May-2016 to 4-May-2019 Cloud Services Service Period:12 months Data Center Region:North America Quantity Term Unit Net Price Net Fee 884260-Oracle Talent Acquisition for NORTH AMERICA 7000 12 mo 0.38 31,500.00 Midsize Cloud Service-Hosted Employee Subtotal 31,500.00 Fee Description Net Fe Cloud Services Fees 31,5GO.00 Fees 31 500.0 rp b Total Fees 31,500.00 � C�jysCC��0�QJg A. A6REMENT 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, r reasonable pre-approved expenses related to providing any Technical Cloud Services in accor ante with Appendix A, S ion S.F of the Agreement. Unless, specifically stated otherwise,fees for Services listed in an orde al $IL°It�ILCR"" licable)and expenses. CPQ 10619-1 s ed by Oracle America,Inc. 4-SEP-2016 CITY SECRETARY . Page 1 of 6 FT.WORTH,TX 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 it (i)Oracle is no longer making such Cloud Services generally available to commercial customers,or(it)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 7. Offer Validity: This order is valid through 15-OCT-2018 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"Custorner"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. • 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-810619-1 Issued by Oracle America,Inc. 4-SEP-2018 Page 2 of 6 Documentation describes technical and functional aspects of the Oracle Programs. You may access the documentation online at www.oracle.comfcontracts. 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 kr Orad% C/oud Services (the "Data Processing Agreement'), which is available at htta://www.oracle.com/dataorocessirwaor ►t 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 terns 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 governhg body with the appropriate authority; provided that Lwl 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 materia€s in Oracle's possession,(y)the assignment does not result in any change in Oracle's rights and ob€igations 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 small immediately discontinue use of the Services acquired under this Ordering Document 4. Supersede You agree that this order terminates and supersedes the following order(s) between the parties, CPQ-5929148-1 dated 28- APR-2016, Including all expansion orders to those orders and all amendments thereto(collectively, the 'Previous Services Agreement"),under which you previously acquired Cloud Services(the"Previous Services'),and that,accordingly,you hereby terminate the Previous Services identified in the Previous Services Agreement. You agree to pay any fees for Previous Services that have accrued prior to the date of Your execution and Oracle's acceptance of this order. The actual unpaid Cloud Services fee will be processed as of the date of Your execution and Oracle's acceptance of this order. The Cloud Services fees due under this order shall be reduced by the amount of fees paid for unused services, if any, associated with the Previous Services Agreement as stated above as long as the invoices for the Previous Services have been paid in full. The amount of the services fee reduction will be processed as of the date of Your execution and Oracle's acceptance of this order. 5. Extended Shelving of On Premise Licenses a. Shelved On Premise Licenses. Under this order, You are renewing Cloud Services (the "Renewed Cloud Services") which were previously purchased under the order dated 28-APR-2016 and Identified by Oracle footer reference number 6929148-1 (the 'Existing Cloud Order"). You certify and represent that You desupported, and have not used (and will CPQ 8108 U ue to desupport and not use,as applicable), the non-Cloud Oracle on premisp ro recrzar6 Iiiccer Nsed 8tetcri on tbee. E�i%jg Page 3 of 6 Shelving Exhibit attached to this order (the "License Shelving Exhibit") that You prevtously acquired under separate contract(s)with Oracle (such program licenses being referred to as the "Shelved On Premise Licenses') pursuant to the terms of the Existing Cloud Order up to and until the commencement of the Extended Shelving Periad(as defined below)(the period of time during which the Shelved On Premise Licenses were desupported and unused under the Existing Cloud Order being referred to as the "Previous Shelving Period"). In connection with the Renewed Cloud Services acquired under this order, You agree to continue to desupport, and not to use, the Shelved On Premise Licenses pursuant to the terms of this section (such desupport and non-use being referred to as 'shelved" or 'shelving")for the Extended Shelving Period. You further agree that,as a requirement for shelving the Shelved On Premise Licenses under this section, "Extended Shelving of On Premise Licenses", the Renewed Cloud Services must be maintained (i.e., not terminated) for the full Service Period specified In the table above for such Services(the`Renewed Services Period"). b. Extended Shelving Period. The period for which the Shelved On Premise Licenses are considered to be shelved is extended from the end of the Previous Shelving Period(with no Interruption)through the earlier of the following to occur(the 'Extended Shelving Period'): (I)the end of the Renewed Services Period for the Renewed Cloud Services acquired under this order, (it)Your resumption of use of the Shelved On Premise Licenses,or(iii)Your non-compliance as described in the "Non Compliance" section below. If the Extended Shelving Period ends under clause p)of the prior sentence due to the expiration of the full Service Period specified in the table above for the Renewed Services,then You may extend the Extended Shelving Period again,by entering Into an order with Oracle pursuant to mutually agreed to terms and conditions which renew the Renewed Cloud Services and expressly extend the Extended Shelving Period for the Shelved On Premise Licenses listed on the License Shelving Exhibit. During the Extended Shelving Period, You must: (1)not use the Shelved On Premise Licenses for any purposes other than read-only access to historical archived data,(2)not receive,or use for the benefit of,the Shelved On Premise Licenses,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,and(3) continue to maintain Oracle technical support for Your remaining non-Cloud Oracle on premise program licenses(i.e.,program licenses which have not been shelved under this order) contained in the same license set as the Shelved On Premise Licenses (the "Non-Shelved On Premise Licenses") In accordance with the terms of Your separate contract(s)for those Oracle program licenses and technical support services, and the Oracle technical support policies located at http.//www.orsele,00m/SupporVpolicies.html('Oracle Technical Support Policies'). c.Non Compliance.If You fail to meet any of the requirements or otherwise violate any of the terms in this section,"Extended Shelving of On Premise Licenses",then, as of the date of such failure or violation, as applicabte, (1) the Extended Shelving Period will end and the Shelved On Premise Licenses will immediately no longer be deemed shelved under these provisions, (it) a reinstatement fee and applicable back support will be charged for the Shelved On Premise Licenses and (fii) the rules and policies in the Oracle Technical Support Policies on repricing and matching service levels will apply to the Shelved On Premise Licenses and to any Non-Shelved On Premise Licenses. d. Unshelving of Shelved 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(s)for such licenses, and technical support will be reinstated at the annual rate previously In effect, (i) at any time during the Renewed Services Period,by providing Oracle with prior written notice of Your intention to resume use of the Shelved On Premise Licenses and resuming payment of all annual technical support fees for the Shelved On Premise Licenses no later than 30 days from the resumption of use,or(it)at the end of the Renewed Services Period,by resuming payment of all annual technical support fees for the Shelved On Premise Licenses no later than 30 days from the end of the Renewed Services Period. If You do not pay all technical support fees in accordance with the preceding sentence,then(1)You will be deemed In non-=piisnoe with the terms of this section,'Extended Shelving of On Premise Licenses",and(2)the terms of the`Nan-Compliance"section above will apply, with reinstatement and back support fees for the Shelved On Premise Licenses being calculated from the period commencing at the earlier of Your resumption of use of such licenses or the end of the Renewed Services Period. For clarity, this order for Extended Cloud Services, and all rights and obligations hereunder(including payment obligations), will remain In full force and effect for the duration of the Renewed Services Period notwithstanding any resumption of use by You of the Shelved On Premise Licenses prior to the end of the Renewed Services Period. e.Additional On Premise Licenses. In the event that You require additional non-Claud 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 Shelved On Premise Licenses" section above. You may not purr,Esse additional licenses for that program until all Shelved On Premise Licenses have been unshelved. f. Certification. You are required to certify in writing to Oracle at the commencement of the Extended Shelving Period, and annually thereafter during the Extended Shelving Period,that the Shelved On Premise Licenses are and remain desupported and unused in accordance with the terms of this section,"Extended Shelving of On Premise Licenses." CPQ-810(119-1 Issued by Oracle America,Inc. 4-SEP-2018 Page 4 of 6 6. Oracle Signature First Your signature, printed name,title and signature date 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 voki,unless such changes have been specifically agreed to by both parties in writing. i i i i f i i t I i CPQ-810619-1 Issued by Oracle America,Inc. 4-SEP-2018 Page 5 of 6 City of Fort Worth Oracle America, Inc. Signature Signature Name SU Alania Name Q e S Title Title Signature Date q [ Signature Date BILL TO/SHIP TO INFORMATION Bill To Ship To Customer Name City of Fort Worth Customer Name City of Fort Worth Customer Address 1000 Throckmorton St Customer Address 1000 Throckmorton St Fort Worth TX Fort Worth TX 76102 76102 Contact Name Steve Streiffert Contact Name Steve Streiffert Contact Phone +1 (817)392-6118 Contact Phone +1 (817)392-6118 Contact Email Steve.Streiffert@fortworthtexas.gov Contact Email Steve.Stretffert@forlworthtexas.gov APPROVE)AS TO FORM AND LEGALITY. —dI9 4 A . Maly J. Ka i SecMaay �o� FpRT�. c; M&C: 1295: _ AS OFFICIAL RECORD CITY SECRETARY F'T.WORTH,TX CPQ-810619-1 Issued by Oracle America,Inc. 4-SEP-2018 Page 6 of 6 Oracle Ordering Document Talent Acquisition 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. k13 /1, A 9 1!;Lc/. Steve Streiffert Assistant Director, IT Solutions Department OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX C)RACLE' Page 1 of 2 License Shelving Exhibit With the execution of your seas subscription order 5909781 you are eligible to shelve the following licenses,provided these Ncenses are under an active support contract with Oracle at the time you execute this option. CA No Prod Id Existing License Existing Metric Quantity 16122120 41317631 PeopleSoft Enterprise ENTERPRISE EMPLOYEE 8S00 eCompensation 16122120 41317626 PeopleSoft Enterprise Recruiting ENTERPRISE EMPLOYEE 8500 Solutions 16122120 1 41317625 PeopleSoft Enterprise Workforce ENTERPRISE EMPLOYEE 8500 Rewards Customer Name: City of Fort Worth Customer Contact Name: El Customer Contact Telephoner 4yJo? —ca a 1 _ Customer Contact Email: . CSI#of Saas Order: ( � not needed If sheIvIna 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 tg4our Oracle sales representative. G sto er Signature APPROVS13 �8 SO VWX AM XXMLITT: 1 BoomAlania Name ftsintut MIW Rawwr letsbl a A. maim! senior Aeaiatenit OLtty Atm MICS0-11 tit;L �....._.�...�. onto 74veoveds `�.. GMA It]:726280 O� VO 1� � f v J Ci6 Sway OFFICIAL RECORD a' CITY SECRETARY I ,�'�FaCAsl ! FT.WORTH,TX C)RACLE• Page 2 of 2 Title Signature Date GMA ID:726280