HomeMy WebLinkAboutContract 52230-R1 CSC No.52230-RI
(DRACLE'
ORDERING DOCUMENT
Oracle America,Inc.
500 Oracle Parkway
Redwood Shores,CA
94065
Name City of Fort Worth Contact David Zellmer
Address 1000 Throckmorton St Phone Number +1 (817) 392-7941
Fort Worth TX 76102 Email Address David.Zellmer@fortworthtexas.gov
Renew Subscription Term: 1-Oct-2020 to 30-Sep-2021
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 0.39 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
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
CPQ-1731064-1 Issued by Oracle America, Inc. 8-JUL-2020
Page 1 of 5
A.Terms of Your Order
1.Applicable Agreement:
a. 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, 201 8 (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.Additional Order Terms
1.Terms
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 a-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 Service s Payment Frequency applies to all Cloud Service s 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, a xcept 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&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 &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 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.Currency
US Dollars
7.Offer Validity
This order is valid through 31-AUG-2020 and shall become binding upon execution by You and acceptance by Oracle.
C.SERVICE SPECIFICATIONS
1.Service Specifications:
CPQ-1731064-1 Issued by Oracle America, Inc. 8-JUL-2020
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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 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 describe s 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.
4. 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 footer reference number 5929148- 1 (the"Prior 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 Prior 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 Prior 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(such desupport and non-use being referred to
as"shelved"or"shelving"),the Shelved On Premise Licenses in accordance with the terms of this"Extended Shelving of On Premise Licenses"section.
You further agree that, as a requirement for shelving the Shelved On Premise Licenses under this"Extended Shelving of On Premise Licenses"section,
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, (ii)Your resumption of use of the Shelved On Premise Licenses, (iii) any
CPQ-1731064-1 Issued by Oracle America, Inc. 8-JUL-2020
Page 3 of 5
assignment or transfer of the Renewed Cloud Services acquired under this order, or the Shelved On Premise Licenses, to a third party (a "Subject
Assignment'),or(iv)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. If the
Extended Shelving Period ends under clause (iii)of the first sentence of this paragraph due to a Subject Assignment, You must unshelve (i.e., resume
use and Oracle technical support for) the Shelved On Premise Licenses in accordance with the "Unshelving of Shelved On Premise Licenses"
subsection below.
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 such 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.oracle.com/support/policies.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"Extended Shelving of On Premise Licenses"
section,then, as of the date of such failure or violation, as applicable(the "Non-Compliance Date"), (i)the Extended Shelving Period will immediately
end and the Shelved On Premise Licenses will no longer be deemed shelved under these provisions, (ii)all rules and policies in the Oracle Technical
Support Policies will again apply, (iii)You will be charged a reinstatement fee and applicable back support fees for the Shelved On Premise Licenses,
and (iv)You will be charged annual technical support for the Shelved On Premise Licenses,which will be deemed reinstated as of the Non Compliance
Date. If You fail to pay Oracle all the fees specified in the preceding sentence within fifteen (15) days of the Non -Compliance Date, then the rules on
repricing and matching service levels in the Oracle Technical Support Policies will be applied to the Shelved On Premise Licenses and any applicable
remaining supported licenses. Reinstatement and back support fees under the first sentence of this subsection will be calculated pursuant to the Oracle
Technical Support Policies for the period commencing from the date You initially desupported the Shelved On Premise Licenses under the Prior Cloud
Order.
d. Unshelving of Shelved On Premise Licenses. Except as provided in the "Non Compliance" subsection above, You may elect to 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). You will not be charged back support or reinstatement fees for unshelving the Shelved On Premise Licenses in accordance with the
preceding sentence. However, if You fail to pay Oracle all the technical support fees in accordance with the first sentence of this subsection,then: (1) it
will be considered a desupport situation; (2)all rules and policies in the Oracle Technical Support Policies will again apply to the Shelved On Premise
Licenses as well as any applicable remaining supported licenses, including the repricing and matching service rules; and (3) thereafter, if You use
technical support with any remaining Shelved On Premise Licenses,then You must first reinstate such support pursuant to the Oracle Technical Support
Policies and pay Oracle back support and reinstatement fees calculated for the period commencing on the earlier of(i)Your resumption of use of such
licenses or(ii)the end of the Extended Shelving Period.
For clarity,this order for Renewed 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 on premise program licenses for an Oracle program that
has been shelved under this "Extended Shelving of On Premise Licenses" section, You must first unshelve the required number of licenses of such
program,up to the total number shelved, in accordance with the"Unshelving of Shelved On Premise Licenses"subsection above.You may not purchase
additional licenses for that program until all Shelved On Premise Licenses of such program 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
"Extended Shelving of On Premise Licenses"section.
City of Fort Worth �111 Oracle America, In . DocuSigned by:
Signature Valerie Washi�ton(Sep10,202014:12CDT) Signature 9tili(�aL� tSf 6J&
Name Valerie Washington Name Michael Estrada
Title Assistant City Manager Title NAMER cloud Manager
Signature Date Sep 10,2020 Signature Date 08-3ul-2020 1 10:33 AM PDT
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
CPQ-1731064-1 Issued by Oracle America, Inc. 8-JUL-2020
Page 4 of 5
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
✓ �,� administration of this contract, including
By: Valerie Washington(Sep 10,202014:12 CDT) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Sep 10,2020 rj"O ZE4
By:
David Winner(Sep 9,202011:18 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 ppp4FORr4�a TB Stron
��F°°°°°°°°°°�l►O By: JB Strong(Sep 1 ,2020 09:56 CDT)
Attest: a°� o
a a-�o Name: John B. Strong
P�o o*dd Title: Assistant City Attorney
j'
aaa�nszpS
Contract Authorization:
By: M&C: P-12274
Name: Mary J. Kayser Date Approved: 11/13/2018
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
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 5t Customer Address 1000 Throckmorton 5t
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
CPQ-1731064-1 Issued by Oracle America, Inc. 8-JUL-2020
Page 5 of 5
0RACUEt 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 Existing Metric Quantity
16122120 41317631 PeopleSoft Enterprise ENTERPRISE EMPLOYEE 8500
eCompensation
16122120 41317626 People5oft Enterprise Recruiting ENTERPRISE EMPLOYEE 8500
Solutions
16122120 41317625 People5oft Enterprise Workforce ENTERPRISE EMPLOYEE 8500
Rewards
Customer Name: City of Fort Worth
3
Customer Contact Name: el T
Customer Contact I
Telephone: - ' o?-01 a'st _
Customer Contact Email: G. +fit F: FE ;::j7A7-i1X:MrHE�4S
CSI#of Saas Order: �v
(not needed If shelving is executed with SaaS order
i
E
C
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 pastor
future date.
This exhibit must be returned with the SaaS order documentation, or, if you execute this exhibit after the p
submission emailed t our Oracle sales representative.
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C)RACLE' Page 2 of 2
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