HomeMy WebLinkAboutContract 52230 DocuSign Envelope ID:65B579EB-EA54-43C0-A5E0-231C2A706279 CITY SECRETARY
CONTRACT NO. 5 t 0130
ORACLC='
ORDERING DOCUMENT
Oracle America,Inc.
500 Oracle Parkway
Redwood Shores,CA 94065
Name City of Fort Worth Contact Steve Streiffert
Address 1000 Throckmorton St Phone Number +1 (817)392-6118
Fort Worth TX
Email Address Steve.Streiffert@fortworthtexas.gov
76102
Renew Subscription Tenn:5-May-2019 to 4-May-2020
Service Period:12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B84260-Oracle Talent Acquisition for NORTH 7000 12 mo C.'9 33,075,00
Midsize Cloud Service-Hosted AMERICA
Employee
Subtotal 33,075.00
Fee Description Net Fee
Cloud Services Fees 33,075.00
Net Fees 33,075.00
Total Fees 33,075.00
29
pQ�FFo�� OFFICIAL RECORD
csss� CITY SECRETARY
FT. WORTH,TX
CPQ-1132203-1 Issued by Oracle America,Inc. 15-FEB-2019
Page 1 of 5
DocuSign Envelope ID:65B579EB-EA54-43C0-A5E0-231C2A706279
A.Ordered Services
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 30 July,2018 (DIR Contract No. DIR-TS0-4158: 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.General Terms
1.Currency
All fees on this ordering document are in US Dollars.
2.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 haw 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.
3.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.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.
4.Renewal for 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.
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
CPQ-1132203-1 Issued by Oracle America,Inc. 15-FEB-2019
Page 2 of 5
DocuSign Envelope ID:65B579EB-EA54-43C0-A5E0-231C2A706279
This order is valid through 04 May,2019 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 butin no event shall any documents take precedence over DIR Contract Na 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.orade.com/contrads.
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
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 http:ltwww.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 obligationsdirectly on Oracle as a data processor in connection with the services specified in this ordering document.Oracle will act
on Customers 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 Customers 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.Customeragrees 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
CPQ-1132203-1 Issued by Oracle America,Inc. 15-FEB-2019
Page 3 of 5
DocuSign Envelope ID:656579EB-EA54.43C0-A5E0-231C2A706279
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 after 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.Option Years
For clarification purposes,you shall have an option to renew your subscription for the same services listed in the table above at the same usage limits for
two(2)additional 12-month renewal periods,(each an"Option Year•I for the fees specified in the table above. Professional Services are not included in
the Option Years.
You must provide Oracle a minimum of 30 days notice prior to the expiration of a service term of your intent to exercise an Option Year and execute an
order for the new option period prior to the expiration date of the existing service period. The Cloud Services listed above may not be renewed at the
option year pricing listed above if. (i)Oracle is no longer malting such Cloud Services generally available to customers,or(il)You are seeking to cancel
or reduce the number of user licenses of the Cloud Services set forth in 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 April,2016 and identified by Oracle Tooter reference number 5929148-1 (the"Existing Cloud Order).You certify
and represent that You desupported,and have not used(and will continue to desupport and not use,as applicable),the non-Cloud Oracle on premise
program licenses listed on the License Shelving Exhibit attached to this order(the"License Shelving Exhibit")that You previously 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 Period(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 and of the
Renewed Services Period for the Renewed Cloud Services acquired under this order,(ii)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 (i) 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.oracie.conVsupport/policies.html ("Oracle Technical Support
Policies").
c. Non Compliance.If You fait 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 applicable(the"Non-Compliance Date"),(i)the Extended Shelving Period will end and the
Shelved On Premise Licenses will immediately no longer be deemed shelved under these provisions, (ii) a reinstatement fee and applicable back
support will be charged for the Shelved On Premise Licenses, (iii)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,and(iv)subject to the preceding
clauses(h)and(iii),annual technical support for the Shelved On Premise Licenses will be reinstated as of the Non-Compliance Date and You agree to
pay Oracle all fees related to such technical support services within fifteen(15)days of such Non-Compliance Date. Reinstatement and back support
fees under the preceding sentence will be calculated pursuant to the Oracle Technical Support Policies from the period commencing at the earlier of the
start of the Shelving Period or the Non-Compliance Date.
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(ii)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(under this clause(ii),annual technical support fees for the
Shelved On Premise Licenses will be calculated based on annual technical support commencing as of the end of the Renewed Service Period). If You
do not pay all technical support fees in accordance with the preceding sentence,then(1)You will be deemed in non-compliance with the terms of this
section,"Extended Shelving of On Premise Licenses",and(2)the terms of the"Non-Compliance"section above will apply;provided that,reinstatement
and back support fees for the Shelved On Premise Licenses will be calculated from the period commencing at the earlier of Your resumption of use of
such licenses or the end of the Renewed Services Period.
CPQ-1132203-1 Issued by Oracle America,Inc. 15-FEB-2019
Page 4 of 5
DocuSign Envelope ID:65B579EB-EA54-43C0-A5E0-231C2A706279
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-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
Shelved On Premise Licenses"section above.You may not purchase 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'.
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 void,unless such changes have been specifically agreed to by both
parties in writing
City of Fort Worth Oracle America, I Docusiyeed by:
Signature Signature Qk/ teaNlAi4
Name asan Alaois ,,�eu�f., Name Angelica
Title QLA,r Ass is Title Manager - NAMER Deal Management
Signature Date Y 2 l Signature Date 15-Feb-2019 12:21 PM PST
----- BILL TO/SHIP TO INFORMATION
Jo B. Strong, �stant City Attorney
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.Streiffert@fortworthtexas.gov
OR7*
A, b • A. ��
ary s r, Secretary `
-�' OFFICIAL RECORD
CITY SECRETARY
CPQ-1132203-1 Issued by Orac Arh�rlcll,`1 PI k6rILAZO1
Page 5 of 5
Oracle Ordering Document Talent Acquisition for Midsize Cloud Service
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.
Z2
Steve Streiffert
Assistant Director, IT Solutions Department
70MCIAL RECORD
COTY L
CRETARY
RTH,TX
C)RACLE' page 1 of 2
License Shelving Exhibit
With the execution of your SaaS subscription order 5909781 you are eligible to shelve the following
licenses,provided these licenses are under an active support contract with Oracle at the time you execute
this option.
Cs1 No Prod id Existing License Existing Metric Quantity
16122120 41317631 PeopieSoft Enterprise ENTERPRISE EMPLOYEE 8500
eCom ensation
16122120 41317626 People5oft Enterprise Recruiting ENTERPRISE EMPLOYEE 8500
Solutions _
16122120 141317625 1 People5oft Enterprise Workforce—j ENTERPRISE EMPLOYEE 8500
Rewards
Customer Name: City of Fort Worth
Customer Contact Name:
Customer Contact
Telephone.— _ _ _ ' � o� —Ca azz � _
Customer Contact Email: Wo. sE:1 E,Q7 R9'�T EKES ,
CSl#of Sass Order: L�1/
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 t our Oracle sales representative.
C sto er Signature
Apipp4 LI �8 To > AIAA Li0G"ITT:
ensea Alasaia
Name gar 148h" primes
Son1orA��4�!6LOUR t CAtg Ate
onto Approvwlltr�!�.�` .......
GMA IQ:726280 44E V 0
ti
s Citycretaty
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
C:)RACLr=• Page 2 of 2
Title
5ignahire Date
GMA ID:726280
C)RACUE• Page 1 of 2
License Shelving Exhibit
With the execution of your SaaS subscription order 5909781 you are eligible to shelve the following
licenses,provided these licenses are under an active support contract with Oracle at the time you execute
this option.
Csi No Prod Id Existing License Existin Metric Quantity
16122120 41317631 PeopleSoft Enterprise ENTERPRISE EMPLOYEE 8500
eCompensation
16122120 41317626 PeopleSoft Enterprise Recruiting ENTERPRISE EMPLOYEE 8500
Solutions _
16122120 141317625 1 PeopleSoft Enterprise Workforce ENTERPRISE EMPLOYEE 8500
7
Rewards
Customer Name: - City of Fort Worth
Customer Contact Name: PEEWEE
Customer Contact
Telephone_ -_ __..__ ' � o? -01 azz 1
Customer Contact Email: i�tlE. et r- 'Ele7 _ EKES ,
CSl#of Saas Order. 60v
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 emailad t our Oracle sales representative.
as 6--� —
C sto er Signature
APPP1 = �8 TO >QlQIiX MW L�LITf:
enaaa Alanii
.666z�
Name ftnintut IliffiXIEFleahl,e► r8iw-as
Senior As s�ist�anb City W
AttQXTW
"&C.: /n�'
L fl rr.�rru.��r��
onto Ap:rprovedf
GMA I0:726280 �� F o�T �' b
city Se"dwy OFFICIAL RECORD
CITY SECRETARY
�` �r: l FT.WORTH,TX
C)RACLE• Page 2 of 2
Title
Signature Date
GMA ID:726280