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Home My WebLink AboutContract 54435 CSC No.54435 AI ' Oracle America, Inc. 500 Oracle Parkway Redwood Shores,CA 94065 Your Name City of Fort Worth Your Contact David Zellmer Your Location 1000 Throckmorton St Phone Number +1 (817) 392-7941 Fort Worth TX Email Address David.Zellmer@fortworthtexas.gov 76102 Renew Subscription Term:9-Nov-2020 to 30-Sep-2021 Service Period: 10.74 months Cloud Services Data Center Quantity Term Unit Net Price Net Fee Region B79785-Oracle Enterprise NORTH 25 10.74 mo 120.00 32,225.81 Performance Reporting Cloud Service AMERICA -Hosted Named User Subtotal 32,225.81 Fee Description Net Fee Cloud Services Fees 32,225.81 Net Fees 32,225.81 Total Fees 32,225.81 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: 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 CPQ-1664843-1 OFFICIAL RECORD Issued by Oracle America, Inc. 22-JUN-2020 CITY SECRETARY Page 1 of 4 FT.WORTH,TX ordered, except for taxes based on Oracle's income. Also, You will reimburse Oracle for reasonable pre-approved expenses related to providing any Technical Cloud Services in accordance with Appendix A, Section 8.F of the Agreement. Unless, specifically stated otherwise,fees for Services listed in an order are exclusive of taxes(if applicable)and expenses. Cloud Services Payment Frequency: Your payment frequency is quarterly in arrears. Technical Cloud Services Payment Frequency: Unless otherwise specified in services descriptions applicable to the Technical Cloud Services You have ordered, or in an exhibit specifying the Technical Cloud Services You have ordered, the fees for Technical Cloud Services and any applicable taxes shall be invoiced monthly in arrears. You are responsible for payment of pre-approved expenses, if any, in accordance with Appendix A, Section 8.F of DIR Contract No. DIR-TSO-4158. Expenses will be invoiced monthly as they are incurred and are due in accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-4158. 3. Renewal of Cloud Services: Notwithstanding any statement to the contrary in the Services Specifications, the parties expressly agree that the Cloud Services acquired under this Ordering Document will not Auto-Renew. At the end of the Services Period,the Cloud Services acquired under this Ordering Document may be renewed for an additional Services Period, subject to Your placement of a renewal order and payment of fees for such Cloud Services. The Cloud Services may not be renewed as described in the preceding sentence if: (i) Oracle is no longer making such Cloud Services generally available to commercial customers, or(ii)You are seeking to cancel or reduce the number of user licenses of the Cloud Services set forth in this Ordering Document. 4. Price Hold for Cloud Services: During the Services Period, You may order additional quantities of the Cloud Services acquired under this Ordering Document at the Unit Net Price specified above. This price hold does not apply to Eloqua Marketing Platform Cloud Service,to any renewals or extensions of the Cloud Services ordered under this Ordering Document,to Cloud Services ordered pursuant to a separate Oracle discount or promotion,or to any Cloud Services other than those listed in the initial purchase under this Ordering Document. 5. Data Center Region Oracle agrees that during the Service Period specified in this ordering document, the Cloud Services environment holding Customer data will reside in data centers located in the continental United States. Oracle may access Customer Data on a global basis to the extent necessary to perform the Cloud Services, including maintenance and Cloud Services technical support. 6. Offer Validity: This order is valid through November 8,2020 and shall become binding upon execution by You and acceptance by Oracle. C. SERVICE SPECIFICATIONS 1. Service Specifications: The Service Specifications that govern the Services ordered consist of the documents listed below,which are incorporated into this Ordering Document. The Service Specifications are subject to change at Oracle's discretion; however, Oracle changes to the Service Specifications will not result in a material reduction in the level of performance, security, functionality or availability of the applicable Services provided to You for the duration of the Services Period. The terms of the Service Specifications, including any subject matter addressed in the Service Specifications,will replace any inconsistent term, similar subject matter or scope of service delivery in the Agreement; however, unless expressly stated otherwise in this Ordering Document, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in this Ordering Document, Agreement or Service Specifications but in no event shall any documents take precedence over DIR Contract No. DIR-TSO-4158. For the purposes of this Ordering Document, references to the term "Customer" in any document within the Service Specifications shall mean "You" as defined in this Ordering Document. • Service Descriptions and Metrics Oracle service descriptions and metrics govern Cloud Services and Technical Cloud Services. You may access the version of these descriptions and metrics that apply to the Cloud Services and Technical Cloud Services that You have ordered at www.oracle.com/contracts. • 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 CPQ-1664843-1 Issued by Oracle America, Inc. 22-JUN-2020 Page 2 of 4 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://www.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 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. CPQ-1664843-1 Issued by Oracle America, Inc. 22-JUN-2020 Page 3 of 4 City of Fort Worth Oracle America, Inc. DocuSignedby: Si nature yhl.4) Si nature 1kib, fsfra 4 y Valerie Washington(Sep 10,2020 09:57 CDC g Name Valerie Washington Name Mike Estrada Title Assistant City Manager Title NAMER cloud Manager Signature Date Sep 10,2020 Signature Date 22-1un-2020 1 12:58 PM PDT BILL TO I 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 David Zellmer Contact Name David Zellmer Contact Phone +1 (817) 392-7941 Contact Phone +1 (817) 392-7941 Contact Email David.Zellmer@fortworthtexas.gov Contact Email David.Zellmer@fortworthtexas.gov OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX CPQ-1664843-1 Issued by Oracle America, Inc. 22-JUN-2020 Page 4 of 4 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and Jhl a administration of this contract, including By. Valerie Washington(Sep 10,2020 09:57 CDT) ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Date: Sep 10, 2020 David zel%ner By: David Zellmer(Sep 9,202010:59 CDT) Approval Recommended: Name: David Zellmer Title: Interim Assistant Director, IT Solutions �— Approved as to Form and Legality: By: Name: Kevin Gunn Title: Director, IT Solutions poQnvnn�� By: J trong(Sep 10,2020 09: DT) Attest: cFFO.tjo Name: ohn B. Strong � 0 09=� Title: Assistant City Attorney pv o o A tip °, o U pQ°��As4ap Contract Authorization: 4naaba By: M&C: P-12274 Name: Mary J. Kayser Date Approved: 11/13/2018 Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX