HomeMy WebLinkAboutContract 52557-R2CSC No. 52557-R2
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
May 14, 2021
Oracle America Inc.
Attn: Michael Estrada & Mackenzie Amrine
500 Oracle Parkway
Redwood Shores, CA 94065
Re: Contract Renewal Notice
Contract No. CSC No. 52557 (the "Contract")
Renewal Term No. 2: May 26, 2021 to May 25, 2022
The above referenced Contract with the City of Fort Worth expires on May 25, 2021, (the
"Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City.
This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.�ov/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
chq�rnqivre BAvlo✓
Charmaine Baylor (May 24, 202114:44 CDT)
Charmaine Baylor
Senior IT Business Planner
Fort Worth Water Department
200 TeXas Street
Fort Worth, Texas 76102
(817) 392-6629
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
Contract Renewal Page 1 of 2
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: Dana Burghdoff t,;lay 21, 202112:29 CDT) Name: Dana Burghdoff Title: Assistant City Manager
APPROVAL RECOMMENDED:
Chr�HarrJtt: By: Christopherrder(May 21, 2021 09:43 CDT) Name: Chris Harder Title: Director, Water Department
ATTEST:
By:�9� Name: Mary Kayser Title: City Secretary
Contract Renewal
CSCNo. ------
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.
William Bqile;y By: William Bailey (May 19, 202116:49 CDT) Name: William Bailey Title: IT Manager
APPROVED AS TO FORM AND LEGALITY:
By:p7�
-------------Name: Taylor Paris Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
Date Approved: May 21, 2021
Page 2 of2
�f��C�� �
Name City of Fort Worth
Address Information Technical Services
Water Department
FORT WORTH TX
76102
Contact
Phone Number
Email Address
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA
94065
William (Robb) Bailey
+1 (817) 392-7941
W illia m. Bailey@fortworthtexas. gov
Renew Subscription 26-May-2021 to 25-May-2022
Service Period: 12 months
Cloud Services Data Center Quantity
Region
B88484 - Oracle RightNow Enterprise NORTH 102
Dynamic Agent Desktop Cloud AMERICA
Service - Hosted Named User
672236 - Oracle RightNow Universal NORTH 5
Core Service Tier 1 Sessions Monthly AMERICA
- 100 Sessions - Monthly Capacity
B68258 - Oracle RightNow Chat NORTH 10
Cloud Service - Hosted Named User AMERICA
B82255 - Oracle RightNow Non- NORTH 87
Contact Center User Cloud Service - AMERICA
Hosted Non-Contact Center Named
User
B68302 - Oracle RightNow Agent NORTH 102
Scripting Cloud Service - Hosted AMERICA
Named User
B68548 - Oracle RightNow Emails NORTH 5
Sent Monthly - 100 Emails Sent - AMERICA
Term List Fee
12 mo 171,360.00
12 mo 384.00
12 mo 4,800.00
12 mo 26,100.00
12 mo 36,720.00
12 mo 72.00
Subtotal 239,436.00
Discount Unit Net Price Net Fee
%
76.44 93,562.56
3.49 209.66
21.84 2,620.80
13.65 14,250.60
16.38 20,049.12
0.66 39.31
130, 732.06
Fee Description Net Fee
Cloud Services Fees 130,732.06
NetFees 130,732.06
TotalFees 130,732.06
CPQ-1895283 - 1 Issued by Oracle America, Inc. 16-APR-2021
Page 1 of 5
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
"AgreemenY'). 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, 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. For 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 specified above. 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.
CPQ-1895283 - 1
Issued by Oracle America, Inc. 16-APR-2021
Page 2 of 5
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 May 31, 2021 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
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
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 "ContracY'; "Customer", "Client" and "You"; "Program
Documentation" and "Documentation"; "Ordering DocumenY' and "Order Form"; "Services Term" and "Services Period"; "Your
Data and "Your ContenY'.
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/dataprocessinqaqreement, 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
CPQ-1895283 - 1
Issued by Oracle America, Inc. 16-APR-2021
Page 3 of 5
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 � 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-1895283 - 1
Issued by Oracle America, Inc. 16-APR-2021
Page 4 of 5
City of Fort Worth
Signature Dana Bu✓ah�loff
�:����„ �,���� �ay�, > >, �,����T;
Name Dana Burghdoff
Title Assistant City Manager
Signature Date May 21, 2021
Oracle America, Inc.
� oocus ig nen ay:
Signature �;� ��,.�
������zA��,.: -
Name Michael Estrada
Tltle NAMER Cloud Manager
Signature Date 16-Apr-2021 � 1:36 PM PDT
BILL TO / SHIP TO INFORMATION
Bill To
Customer Name
Customer Address
Contact Name
Contact Phone
Contact Email
City of Fort Worth
Information Technical Services
Water Department
FORT WORTH TX
76102
William (Robb) Bailey
+1 (817) 392-7941
William. Bailey@fortworthtexas.gov
Ship To
Customer Name
Customer Address
Contact Name
Contact Phone
Contact Email
City of Fort Worth
Information Technical Services
Water Department
FORT WORTH TX
76102
William (Robb) Bailey
+1 (817) 392-7941
William. Bailey@fortworthtexas.gov
CPQ-1895283 - 1
Issued by Oracle America, Inc. 16-APR-2021
Page 5 of 5
or��c�E�
ORDERING DOCUMENT
Customer Name: City of Fort Worth Oracle America, Inc.
Customer Address: Fort Worth Water Department, 500 Oracle Parkway
200 Texas Street, Redwood Shores, CA 94065
Fort Worth, Texas 76102
ORACLE CONTRACT INFORMATION
Ordering Document Number: US - A3268F
This ordering document incorporates by reference the terms of the Oracle Cloud Services Agreement v040119
which may be viewed at www.oracle.com/contracts and all amendments thereto (the "Agreement"). As used
in this ordering document, "MasterAgreement" shall have the same meaning as "Agreement". The defined
terms in the Agreement shall have the same meaning in this ordering document unless otherwise specified
herein
A. SERVICES
You have ordered the Services listed below in the table and detailed in the attached exhibit(s), which are
incorporated herein byreference.
All fees on this order are in US Dollars.
Services Reference Fees Estimated Total Fees and
Expenses Estimated Expenses
Time and Materials Exhibit 1 $ 83,087.43 $0.00 $ 83,087.43
Total $ 83,087.43
B. ORDER TERMS
1, Payment Terms.
Fees and expenses are in accordance with the referenced exhibit(s). All fees payable to Oracle are due
within30daysfromtheinvoicedate. Feesfortimeandmaterialsengagementslistedaboveareestimated
fees, as detailed in the referenced exhibit(s).
OCS_Self-Service_Consulting OD/TME_v110620_US_ENG Page 1 of 10
2. Seqmentation.
The purchase of (i) hardware and/or related hardware support, (ii) programs and/or related technical
support, or (iii) other Services are all separate offers and separate from any other orderfor (i) hardware
and/or related hardware support, (ii) programs and/or related technical support, or (iii) other Services You
may receive or have received from Oracle. You understand that You may purchase (i) hardware and/or
related hardware support, (ii) programs and/or related technical support, or (iii) other Services
independently of any other product or Service. Your obligation to pay for (i) hardware and/or related
hardwaresupport, (ii) programsand/orrelated technical support, or(iii) otherServices is notcontingent
ondeliveryofhardwareorperformanceofanyotherService. YouacknowledgethatYouhaveenteredinto
thepurchasewithoutrelianceonanyfinancingorleasingarrangementwithOracleoritsaffiliate.
3, Contact Information.
vi a�ic �,vi i�u i �i i iu �a ic� �.vi i �a��.
Name: : Doug Witt
........................ :.......................................................................................
Address: : 1405 Lake Cook Road,
: Deerfield, IL 60015
.........................:.......................................................................................
Phone: :847-245-0452
.........................:.......................................................................................
Fax: : N/A
.........................4.......................................................................................
Email: : doug.witt@oracle.com}
:�
Order of Precedence.
Your Billina/Accounts Pavable Contact:
N a m e. �........:. Dee Youngblood .........................................................
Address: : Fort Worth Water Department
: 200 TexasStreet,
: Fort Worth, Texas 76102
........................:.............................................................................................
Phone: : 817-392-8579
........................:.............................................................................................
Fax: : N/A
........................�.............................................................................................
Email: : Dee.Youngblood@fortworthtexas.gov
In the event ofany inconsistencies between (i) the MasterAgreementand this order, this ordershall take
precedence, and (ii) this order (excluding the exhibit) and any attached exhibit, the exhibit shall take
precedence.
5,
Change Control Process.
Any request for any change in Services must be in writing; this includes requests for changes in project
plans, scope, specifications, schedule, designs, requirements, Service deliverables, software environment,
hardware environment or any other aspect ofYour order. Oracle shall not be obligated to perform tasks
related to changes in time, scope, cost, orcontractual obligations until You and Oracle agree in writing to
the proposed change in an amendmenttothisorderand/orexhibit.
6.
Force Majeure.
OCS_Self-Service_Consulting OD/TME_v110620_US_ENG Page2of10
Neitherofusshallberesponsibleforfailureordelayofperformanceifcausedby: anactofwar,hostility,
orsabotage; actofGod; pandemic; electrical, internet,ortelecommunication outagethatis notcaused by
the obligated party; government restrictions (including the denial orcancellation ofany export orother
license);orothereventoutsidethereasonablecontroloftheobligatedparty. Webothwillusereasonable
effortsto mitigatetheeffectofaforcemajeureevent. Ifsucheventcontinuesformorethan 30days,either
of us may cancel unperformed Services upon written notice. This section does not excuse either party's
obligationtotakereasonablestepstofollowitsnormaldisasterrecoveryproceduresorYourobligationto
pay for Services provided.
7. Ex ort.
Exportlawsand regulationsoftheUnitedStatesandanyotherrelevantlocalexportlawsand regulations
apply to the programs and hardware (including any integrated software and operating system(s)). You
agree that such export laws govern Your use of the programs (including technical data), hardware
(including any integrated software and operating system(s)) and any Services deliverables provided under
this ordering document, and You agree to comply with all such export laws and regulations (including
"deemed export" and "deemed re-export" regulations). You agree that no data, information, program,
hardware (including any integrated software and operating system(s)) and/or materials resulting from
Services (ordirect productthereof) will beexported, directlyorindirectly, in violation ofthese laws, orwill
be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or
biological weapons proliferation, or development of missiletechnology.
8, Relationship Between Parties.
Oracle is an independent contractor and we agree that no partnership, joint venture, or agency relationship
exists between us. We each will be responsible for paying our own employees, including employment
relatedtaxesandinsurance. IfwhileperformingServicesOraclerequiresaccesstoothervendor'sproducts
that are part ofYour system, You will be responsible foracquiring all such products and the appropriate
license rights necessary for Oracle to access such products on Your behalf.
9, Rights Granted / Restrictions.
Upon payment hereunder, and subjecttothetermsofthisorderand the MasterAgreement,You havethe
non-exclusive, non-assignable, royalty free, perpetual (but only in the case of deliverables for an on
premise license), worldwide (subjecttoanyapplicable restrictions underUSexportlaws), limited rightto
access and use, forYour internal business operations, the Services thatYou ordered underthis orderand
anythingdevelopedbyOracleanddeliveredtoYouunderthisorder("Servicesanddeliverables"). You
may allow Youragents and contractors to use the Services and deliverables forthis purpose and You are
responsiblefortheircompliance with thisorderin such use. Oracleorits licensors retain all ownership and
intellectualpropertyrightstotheServicesanddeliverables,includingderivativeworksthereof. Youdonot
acquire any right or license to use, or allow Your users in the case of a managed/hosted environment, to
use, any Service or deliverable in excess of the scope (including but not limited to the specified Service
environment) or duration of the Services and deliverables ordered hereunder. The Services and
deliverables may be related to Your license to use products owned or distributed by Oracle which You
OCS_Self-Service_Consulting OD/TME_v110620_US_ENG Page 3 of 10
acquire under a separate order. The agreement referenced in that order shall govern Your use of such
products.
10, Terms.
Thefollowingterms,asusedinthisorderandtheMasterAgreement,whetherornotcapitalized,shallhave
the same meaning: "Agreement" and "MasterAgreement"; "You"and "Your"and "Customer"; "Ordering
Document" and "order"; "Services" and "services".
11, Services Privacy/Services Securit�
In performing the Services underthisorder, Oracle will complywith the (a) Oracle Services Privacy Policy
available at http://www.oracle.com/legal/privacy/Services-privacy-policy.html and (b) Oracle Consulting
& Advanced Customer Services Security Practices available at
https://www.oracle.com/corporate/contracts/consulting/policies.html. Both documents are
incorporated herein by reference. Oracle may update such policy and practices to reflect changes in,
among otherthings, laws, regulations, rules, technology, and industry practices. Such updates will not
materially reduce the level of performance, functionality, security, or availability of the Services. You agree
to restrict Oracle's access to any content or information that imposes privacy, security or regulatory
obligationsgreaterthanthosespecified inthisorder.
12, Additional Third Party Subprocessors for Oracle Consulting_
To the extent You provide personal information to Oracle as part of Oracle's provision of Services under
this order, Oracle will comply with the applicable version of the Oracle Data Processing Agreement for
Oracle Services. The version of the Data Processing Agreement applicable to Your order is available at
https://www.oracle.com/corporate/contracts/cloud-Services/contracts.html#data-processing and is
incorporated herein by reference.
Forthe Services specified in this order, in addition to the Third Party Subprocessors listed on My Oracle
Support,thefollowingThirdPartySubprocessorsmayalsoprocessYourpersonalinformation:
Third Party Subprocessor Location Type of Service
"N A" "N A" "N A"
OCS_Self-Service_Consulting OD/TME_v110620_US_ENG Page4of10
Thisquoteisvalidthrough28-FEB-2021andshallbecomebindinguponexecutionby Youandacceptance
by Oracle.
City of Fort Worth
dana eu✓�,hdoff
Authorized Signaturep,,,��, ,�, ,�
Name: Dana Burghdoff
Oracle America, Inc.
CUacu5i9ned Gy:
�un�j�� Q�v�u,ir
Authorized Signature: �,RA�'n''`:``''".;
Name: MdCKellZl e Amri ne
Title: Assistant City Manager
Signature Date; May 21, 2021
Ordering DocumentEffectiveDate:
Title: �ealspecialist
Signature Date; 16-Dec-2020 I 9:47 AM csT
to be completed by Oracle)
OCS_Self-Service_Consulting OD/TME_v110620_US_ENG Page 5 of 10
APPENDIX E-8 TO DIR CONTRACT No. DIR-TSO-4158
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Name
Address
New Subscription
City of Fort Worth
1000 Throckmorton St
Fort Worth TX
76102
Contact
Phone Number
Email Address
Robb Bailey
+1 (817) 392-7941
william.bailey@fortworthtexas.gov
Service Period: 12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B85927 - EDU Oracle Service Cloud NORTH 3 12 mo 293.36 10,561.08
Learning Subscription - Hosted AMERICA
Named User
Subtotal 10,561.08
Fee Description Net Fee
Cloud Services Fees 10,561.08
Net Fees 10,561.08
Total Fees 10,561.08
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
"AgreemenY'). 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
CPQ-1 908484 - 1 Issued by Oracle America, Inc. 21-NOV-2020
Page 1 of 4
APPENDIX E-8 TO DIR CONTRACT NO. DIR-TSO-4158
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.
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. Offer Validity: This order is valid through November 30, 2021 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.
CPQ-1 908484 - 1
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Page 2 of 4
APPENDIX E-8 TO DIR CONTRACT NO. DIR-TSO-4158
• 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
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 °ContracY'; "Customer", "ClienY' and "You"; "Program
Documentation" and "Documentation"; "Ordering DocumenY' and "Order Form"; "Services Term" and "Services Period"; "Your
Data and "Your ContenY'.
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/dataprocessinqaqreement, 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 � 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-1 908484 - 1
Issued by Oracle America, Inc. 21-NOV-2020
Page 3 of 4
City of Fort Worth
Signature �Q"Q Bu�qH�off
Dana 13urghdoff ( Aay 21, 202112 29 CD I;
Name Dana Burghdoff
Title Assistant City Manager
Signature Date May 21, 2021
Oracle America, II�C. DacuSigned by:
Signature �tL%.�.�. ��1''a�.�.
Name Michael Estrada
Tltle NAMER Cloud Manager
Signature Date 30-Nov-2020 � 2:00 PM PST
BILL TO / SHIP TO INFORMATION
Bill To
Customer Name
Customer Address
City of Fort Worth
1000 Throckmorton St
Fort Worth TX
76102
Ship To
Customer Name
Customer Address
City of Fort Worth
1000 Throckmorton St
Fort Worth TX
76102
Contact Name Robb Bailey
Contact Phone +1 (817) 392-7941
Contact Email william.bailey@fortworthtexas.gov
Contact Name Robb Bailey
Contact Phone +1 (817) 392-7941
Contact Email william.bailey@fortworthtexas.gov
CPQ-1908484 - 1
Issued by Oracle America, Inc. 21-NOV-2020
Page 4 of 4
EXPLANATION
Attached for your approval is the second renewal of CSC 52557, the agreement between the
City of Fort Worth and Oracle America, Inc. (Oracle) for the Water Customer Relations
Management (CRM) system. This agreement expires on May 25, 2021.
Please note that Oracle will not be signing our standard paperwork as they only recognize
their signed and attached Ordering Documents. Our Attorney is aware and in agreement with
this.
The three Ordering Documents total $224,380.57 and are as follows:
1. Oracle RightNow Cloud subscription in the amount of $130,732.06 (this is a 4% increase
from the previous year's $125,703.90, as is allowed in the Oracle agreement);
2. Professional Services in the amount of $83,087.43;
3. Oracle Learning Subscription in the amount of $10,561.08.
The overall spending authority of the contract is $228,087.43 per M&C 20-0936. Again, the
contract states that Oracle is allowed to increase the RightNow Cloud Subscription and
Learning Subscription costs by 4% per year. We factored in an increase for the next four years,
which is why the current ordering documents do not add up to the overall spending authority.
If you have any questions or concerns, please call or email me.
Charmaine Baylor
Sr. IT Business Planner, Water IT
Water Department
Phone: (817) 392-6629