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HomeMy WebLinkAboutContract 52557 P.O.No. FORT WORTH 'ONTRACT NO. CITY OF FORT WORTH COOPERATIVE PURCHASE CUSTOMER AGREEMENT (Purchase Order) This Cooperative Purchase Customer Agreement ("Customer Agreement') is entered into by and between Oracle America, Inc. ("Vendor") and the City of Fort Worth, ("Customer" or"Authorized Customer"), a Texas local government entity, and a Customer as defined in Appendix A, Section 3A of the agreement between the State of Texas Department of Information Resources (the "Entity") and Vendor, Contract No. DIR-TSO-4158, as amended, (the"Entity Agreement")with an effective date of July 30,2018. This Customer Agreement shall be governed by theterms and conditions of the Entity Agreement,which is incorporated herein by reference and is available online at https://dir.texas.govA/iew-Search/Contracts- Detail.aspx?contractnumber=DIR-TSO-4158&keyword=oracle or upon request from Vendor. The Entity Agreement expires on 7/30/2022. Authorized Customer is eligible and desires to renewal of Oracle RightNow Cloud Services described in, and pursuant to, the attached Oracle Ordering Document with footer no. CPQ- 1132578, pursuant to the terms and conditions of the Entity Agreement and this Customer Agreement. Entity will only be responsible for services provided to Entity and will not be responsible for payments for services provided to any individual Customer. The Authorized Customer agrees to the terms and conditions of the Entity Agreement as applicable. The Authorized Customer hereby agrees that it is separately and solely liable for all obligations and payments for goods and services provided hereunder. The undersigned represents and warrants that he/she has the power and authority to execute this Customer Agreement, bind the respective Authorized Customer, and that the execution and performance of this Customer Agreement has been duly authorized by all necessary Authorized Customer action by M&C C-29176 approved on 6/25/2019. Authorized Customer has caused this Customer Agreement to be executed by its duly authorized representative to be effective as of the date signed below by Customer. 0MCUAL RECORD CITY SECRETARY FT. WORTH,TX CPQ-1132578-1 Issued by Oracle America,Inc. 5-JUL-2019 Page 1 of 7 Executed effective as of the date signed by the Assistant City Manager below. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration ofthis contract, including ensuring all performance By: t and reporting requirements. Name: Dana urghdoff ' Title: Actine Assistant City Manager I Date: By: j Name: LvsL-1-9A,11 gArL Approval Recommended: I Title: _C1^ gfL�cCAMols m4wAV i Approved as to Form and Legality: By: Name: Chris Harder I Title: Director Bv: Name: J n B. Strong Attest: Title: Assistant City orney Contract Author iZation: f M&C: C-_aa0b 6/015/14t By: — Name: 'Mary Kayser Title: City .Secretary .'!� �: � ,, SELLER: t, Oracle America, Inc. �DOCUSigned by: 9KyU1C& (70bu�a �ttVa �a By: —a�,�o�s=, Name:Angelica Bonilla Miranda Title: Manager - NAMER Deal Management Date: 05-7u1-2019 1 11:41 AM PDT OFFICIAL RECORD CITY SECRETARY FT WORTH,TIC CPQ-1 132578-1 Issued by Oracle America, Inc. 5-JUL-2019 Page 2 of 7 e ' Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Your Name City of Fort Worh Your Contact William Robb Bailey Your Location Information Technical Services Phone Number +1 817 392-7941 Water Department Email Address William.bailey@fortworthtexas.gov Fort Worth TX 76102 Renew Subscription Term:26-May-2019 to 25-May-2020 Service Period:12 months Cloud Services Data Center Quantity Term Unit Net Price Net Fee Region B88484-Oracle RightNow Enterprise NORTH 102 12 mo 73.50 89,964.00 Dynamic Agent Desktop Cloud AMERICA Service-Hosted Named User B72236-Oracle RightNow Universal NORTH 5 12 mo 3.36 201.60 Core Service Tier 1 Sessions Monthly AMERICA -100 Sessions-Monthly Capacity B68258-Oracle RightNow Chat NORTH 10 12 mo 21.00 2,520.00 Cloud Service-Hosted Named User AMERICA B82255-Oracle RightNow Non- NORTH 87 12 mo 13.13 13,702.50 Contact Center User Cloud Service- AMERICA Hosted Non-Contact Center Named User B68302-Oracle RightNow Agent NORTH 102 12 mo 15.75 19,278.00 Scripting Cloud Service-Hosted AMERICA Named User B68548-Oracle RightNow Emails NORTH 5 12 mo 0.63 37.80 Sent Monthly-100 Emails Sent- AMERICA Monthly Capacity Subtotal 125,703.90 Fee Description Net Fee Cloud Services Fees 125,703.90 Net Fees 125,703.90 Total Fees 125,703.9 A. AGREEMENT 1. Agreement: This order incorporates by reference the terms of the Contract for Products and Related Services between the State of Texas acting through the Department of Information Resources("DIR") and Oracle America, Inc. ("Oracle"), effective July 30, 2018(DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA-1889764) and all amendments and addenda thereto (the "Agreement'). The defined terms in the Agreement shall have the same meaning in this order unless otherwise specified herein. B. DESCRIPTION AND FEES FOR ORDERED SERVICES All fees on this ordering document are in US Dollars. 1. Terms of Use: CPQ-1132578-1 Issued by Oracle America,Inc. 5-JUL-2019 Page 3 of 7 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 ail 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. 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(J) 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 C!oud Services technical support. 6. Offer Validity: This order is valid through 25-JUL-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 CPQ-1132578-1 Issued by Oracle America, Inc. 5-JUL-2019 Page 4 of 7 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/co.ntracts. • 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 v:fvw.oracie.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 httc,:i';v";xv.oracle.com;dataprocessinaagreement, is incorporated as Appendix N of DIR Contract No. DIR-TS0-4158 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 (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 CPO-1132578- 1 issued by Oracle America, Inc. 5-JUL-2019 Page 5 of 7 Environments provided under this Ordering Document, and (z) following the assignment, You shall immediately discontinue use of the Services acquired under this Ordering Document. Executed effective as of the date signed by the Assistant City Manager below. CITY: City of Fort Worth Contract Compliance Manager: I By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, j I including ensuring all performance and reporting By: requirements. Name: Dana3r4rghdoff Title: Acting Assistant City Manager I /} Date: By: (/1) ' I I Approval Recommended: Name: Wru.S4m &4SU?9 I I � Q /r Title: Tf APPL rCArro�+ M.aJAGEk L By: _ ``` G Approved as to Form and Legality: Name: Chris Harder Title: Director ! Attest: By: Name: J B. St ong �.... i Title: Assistant City Attorney By s' ��j�c '' ,,�, + Contract Authorization: I)q Name: _ lary K „_ '•�i'� M&C: 1, Title: City' Sec to :� Y, SELLER: Oracle America,Inc i Do uSigned by: 1 By: 9VjL(& 6e!n RA fit ira r�a I zsa�Dassaciiasc 9 j Name: Angelica Bonilla Miranda Title: Manager - NAMER Deal Management Date: 05-7ul-2019 j 11:41 AM PDT i I � CPQ-1 132578-1 Issued by Qracie America, Inc. 5-JUL-2019 Page 6 of 7 BILL TO/SHIP TO INFORMATION Bill To Ship To Customer Name City of Fort Worth Customer Name City of Fort Worth (Customer Address Information Technical Services Customer Address information Technical Services Water Deoartment FORT WORTH TX FORT WORTH TX 76102 76102 Contact Name William (Robb) Bailey Contact Name William (Robb)Bailey CContact Phone +1 (817)392-7941 Contact Phone +1 (817)392-7941 Contact Email William.Bailey@fortuvorthtexas.gov Contact Email William.Bailey@fortworthtexas.gov CPQ-1 132578-1 Issued by Oracle America.Inc. 5-JUL-2019 Page 7 of 7 7/10/2019 M&C Review Ort�oal s;t or the City of Fort Worth:Texas CITY COUNCIL AGENDA FoRTWoRm COUNCIL ACTION: Approved on 6/25/2019 DATE: 6/25/2019 REFERENCE NO.: **C-29176 LOG NAME: 6000OPORACLE CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of a Contract with Oracle America, Inc., Using a Cooperative Contract in the Total Amount Up to $145,000.00 Annually, to Provide Oracle RightNow Licensing and Program Support Fees for Oracle Cloud Services for the Water Department and Ratify Payments Made Under the Cooperative Contract (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with Oracle America, Inc., using Department of Information Resources Contract No. DIR-TSO-4158 in the amount up to $145,000.00 annually, to provide Oracle RightNow Licensing and program support fees for Oracle Cloud Services for the Water Department and ratify payments made under the cooperative contract. DISCUSSION: In March of 2004, the City entered into an Assignment Agreement (Agreement) with MWH Americas and PeopleSoft USA, later acquired by Oracle America, Inc. (Oracle) for the license to use and implement the PeopleSoft Customer Relationship Management System (CRM) software. CRM provides a case management tool for the approximately 623,000 customer contacts the Water Department handles on a yearly basis. The CRM software is integrated with Maximo, the work order management system used by the Water Department to provide a seamless movement of information for critical customer cases. In 2011, the City renewed the Agreement with Oracle for an additional four years (M&C C-24829). In 2015, the City entered into a new agreement with Oracle (M&C C-27299) to upgrade the CRM software to Oracle RightNow, hosted as part of Oracle Cloud Services, which offers additional customer friendly features such as the ability to email with Water customers and the use of agent scripting for more thorough information gathering. The term of the agreement was for one year, with four additional renewals. However, that cooperative agreement (DIR-TSO-2539) expired with the Department of Information Resources in 2018. Oracle America, Inc., now utilizes cooperative agreement DIR-TSO-4158 in place of the previous agreement, which necessitated that the City obtain approval for the new cooperative agreement. There was a gap between the termination of the previous cooperative contract (May 25, 2018) and the commencement of the new cooperative contract (July 30, 2018). The amount paid during the gap period was administratively approved. Oracle is the documented sole-source vendor for these services because of patents and copyrights. 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. 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 http://apps.cfwnet.org/council packet/mc_review.asp?ID=27120&counciIdate=6/25/2019 7/1 012 0 1 9 M&C Review City's Fiscal Year and the current term DIR-TSO-4158 will expire on July 30, 2020. In order for the Agreement to align with the City's Fiscal Year, adoption}of thisMayor and Council Communication (M&C) technically 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, 2020. 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. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager in an amount up to $36,250.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE - A M/WBE goal is not assigned when Purchasing from an approved purchasing cooperative or other public entity. AGREEMENT TERMS - Upon City Council approval, this Agreement shall be effective beginning July 30, 2018 and end on July 30, 2020. A Form 1295 is not required for this contract because: This contract will be with a publicly-traded business entity or a wholly-owned subsidiary of a publicly-traded business entity: Oracle FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available, in the current operating budget, as appropriated, of the Water and Sewer Fund. Prior to an expenditure being made, the participating department has the responsibility to validate the availability of funds. TO Fund Department ( Account Project Program Activity i Budget Reference# Amount I ID ID f Year j (Chartfield 2) j FROM Fund • Department Account Project : Program Activity Budget Reference# Amount ID j ID j Year (Chartfield 2) j Submitted for City Manager's Office by_ Jesus Chapa (5804) Originating Department Head: Chris Harder (5020) Additional Information Contact: Jan Hale (8438) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?I D=27120&cou ncildate=6/25/2019 2/2