HomeMy WebLinkAboutContract 52557-A4R3 CSC No.52557-A4R3
FOURTH AMENDMENT & THIRD RENEWAL
FORT WORTH CITY SECRETARY CONTRACT NO. 52557
This Fourth Amendment and Third Renewal is made between the City of Fort Worth("FORT WORTH"),
a municipal corporation,acting herein by and through Dana Burghdoff,its duly authorized Assistant City
Manager and Oracle America,Inc. ("ORACLE").FORT WORTH and ORACLE may be referred to
herein collectively as the "Parties."
WHEREAS,FORT WORTH and ORACLE entered into an Agreement identified as Fort Worth
City Secretary Contract(CSC) 52557,beginning May 26,2019;
WHEREAS,the agreement was amended by FORT WORTH and ORACLE to add professional
services in the amount of$83,087.43,as approved by M&C 20-0936;and
WHEREAS,the Parties,consistent with the underlying Texas Department of Information
Resources("DIR")cooperative contract,wish to renew CSC 52557 for an additional term and amend
CSC 52557 to include additional ORACLE ordering documents as attachments.
NOW THEREFORE,KNOWN BY ALL THESE PRESENT:
Fort Worth and Vendor,acting herein by and through their duly authorized representatives,agree to the
following terms,which amend the Agreement as follows:
Agreement CSC 52557 utilized the Texas Department of Information Resources cooperative contract
DIR-TSO-4158. DIR-TSO-4158 has now been extended and will not expire until July 30,2024. This
Amendment extends the expiration date of CSC 52557 from May 25,2022 to May 25,2024,using the
Successor Contracts language pertaining to Texas Department of Information Resources cooperative
contract DIR-TSO-4158,in approved M&C 20-0936.
Oracle Ordering Document US-A3268F term for Consulting Time &Material Services was previously
fourteen(14)months in length. This amendment will extend that by an additional five months, for a total
of nineteen(19)months,for zero cost;
The Oracle Ordering Document for the Learning Subscription will renew for a full one-year renewal term,
in the amount of$10,567.42;
The Oracle Ordering Document for Oracle RightNow software,licensing,and support will renew for a
full one-year renewal term, in the amount of$144,805.11;
The total contract amount shall not exceed $228,087.43.
All other terms,provisions,conditions,covenants and recitals of said Agreement not expressly amended
herein shall remain in full force and effect.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
,7eq&�427LWe of this contract,including ensuring all
By: Dana Bur 1717,20� performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
May 17,2022
By; William Bailey(May 13,202209:27 CDT
Name: William Bailey
APPROVAL RECOMMENDED: Title: IT Manager,Water Department
APPROVED AS TO FORM AND LEGALITY:
By; Christop�1ay 17,202212:27 CDT
Name: Christopher Harder
Title: Director,Water Department By:
Name: Taylor Paris
ATTEST: Title: Assistant City Attorney
yannette,S. Goodall M&C: 20-0936
By; Jan nette S.Goodall(May 17,202216:03 CDT)
Name: Jannette Goodall
Title: City Secretary poa4FORr��a
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/15/20 M&C FILE NUMBER: M&C 20-0936
LOG NAME: 13PCOOP AMEND ORACLE RIGHTNOW WATER IT SC
SUBJECT
(ALL)Authorize Execution of an Amendment to City Secretary Contract No. 52557 with Oracle America, Inc.,to Increase the Annual Amount by
$83,087.43 for a New Annual Amount of$228,087.43 for the Purpose of Providing the Water Department with Oracle RightNow Licensing and
Program Support Fees for Oracle Cloud Services
RECOMMENDATION:
It is recommended that City Council authorize the execution of an amendment to City Secretary Contract No. 52557 with Oracle America, Inc.to
increase the annual amount by$83,087.43 for a new annual amount of$228,087.43 for the purpose of providing the Water Department with Oracle
RightNow licensing and program support fees for Oracle Cloud services.
DISCUSSION:
The current agreement with Oracle RightNow, authorized by Mayor and Council(M&C)C-29176, is for an annual amount of$145,000.00 and was
executed on July 22, 2019 using Department of Information Resources Contract No. DIR-TSO 4158. The agreement provides the Water customer
call center with the Customer Relationship Management system(CRM). This software allows for case management, integration with Maximo(the
work order management system used by the Water Department)and with Sungard/Superion/Central Square(the utility billing system used for the
Water Department)for the seamless movement of information for critical customer cases. It also provides the ability to email Water customers,
allows for agent scripting for more thorough information gathering, and integrates with the Avaya phone system. The Oracle CRM is hosted by
Oracle Cloud Services. City Secretary Agreement 52557 will be amended to increase the spending authority by$83,087.43 for a new annual
amount of$228,087.43, in order to update existing functionality, exchange data between Water Department systems, and make the CRM
application more efficient. Due to patents and copyrights, Oracle is the documented sole-source vendor for these services.
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.
CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and
the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
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 City's Fiscal Year and the current term DIR-TSO-4158 will expire on July 30, 2024. In
order for the Agreement to align with the City's Fiscal Year, adoption of this Mayor and Council Communication(M&C)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, 2024. 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.
A Form 1295 is not required because: This contract will be with a publicly-traded business entity or a wholly-owned subsidiary of a publicly-traded
business entity: Oracle America. Inc.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water&Sewer Fund to
support the approval of the above recommendation and authorization of the amendment to the contract. Prior to any expenditure being incurred,
the Water Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Jay Chapa 5804
Dana Burghdoff 8018
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
Sarah Czechowicz 2059
Your Name: City of Fort Worth Oracle America, Inc.
Your Address: Fort Worth Water Department, 500 Oracle Parkway
200 Texas Street, Redwood Shores, CA 94065
Fort Worth, Texas 76102
This amendment ("Amendment Two (2)") amends the order identified below and all amendments thereto (the "order") between
You and Oracle America, Inc.("Oracle").
Offer Valid through: 31-MAY-2022.
A. AMENDMENT DETAILS
You and Oracle agree to amend the order as follows:
1. Ordering document: US -A3268F
a. Section A. SERVICES - Delete the Services table in its entirety and replace it with the following:
Total Fees and
Estimated Estimated
"Services Reference Fees Expenses Expenses
Time and Materials Services Exhibit 1 $83,087.43 $0.00 $83,087.43
Time and Materials Services ODA 1 $0.00 $0.00 $0.00
Time and Materials Services ODA 2 $0.00 $0.00 $0.00
Total $83,087.43 $0.00 $83,087.43"
2. Exhibit: One (1)
You and Oracle hereby agree to amend the exhibit as follows:
a. Section 3.B. US Resources: — In the first sentence, delete the reference to "fourteen (14) months" and replace
it with "nineteen (19) months".
b. Section 3.B. Offshore Resources: — In the first sentence, delete the reference to "fourteen (14) months" and
replace it with "nineteen (19) months".
"Signature Page to Follow."
US-12913074-090121-20APR2022-trik-v2 Page I of 2
B. ADDITIONAL TERMS
In the event of any inconsistencies between the order and this Amendment Two (2), this Amendment Two (2) shall take
precedence. Subject to the modifications herein, the order shall remain in full force and effect.
City of Fort Worth: Oracle America, Inc.:
❑ocuSigned by:
Aw U6I w 5AAAAA16
Authorized Signature: DanaBur�17,20� Authorized Signature:
Name: Dana Burghdoff Name: Samantha Aranda
Title: Assistant City Manager Title: Deal Specialist,Americas SSC
Signature Date: May 17,2022 Signature Date:11-May-2022 1 4:45 PM CDT
25-MAY-2022
Amendment Effective Date: fto be completed by Oracle}
US-12913074-v090121-20APR2022-trik-v2 Page 2 of 2
ORACLE'
ORDERING
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA
94065
Name City of Fort Worth Contact Robb Bailey
Address 1000 Throckmorton St Phone Number 18173927941
Fort Worth TX Email Address
will iam.bailey@fortworthtexas.gov
76102
Renew/Extend Term:25-May-2022 to 24-May-2023
Service Period: 12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B94110-EDU Cloud Applications NORTH 3 12 mo 293.54 10,567.42
Learning subscription-Hosted AMERICA
Named User
Subtotal 10,567.42
Fee Description Net Fee
Cloud Services Fees 10,567.42
Net Fees 10,567.42
Total Fees 10,567.42
CPQ-2508016-1 Issued by Oracle America, Inc. 19-APR-2022
Page 1 of 6
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, 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. 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 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, e 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 8.17 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
CPQ-2508016-1 Issued by Oracle America, Inc. 19-APR-2022
Page 2 of 6
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 May 31, 2022 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
CPQ-2508016-1 Issued by Oracle America, Inc. 19-APR-2022
Page 3 of 6
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
CPQ-2508016-1 Issued by Oracle America, Inc. 19-APR-2022
Page 4 of 6
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-2508016-1 Issued by Oracle America, Inc. 19-APR-2022
Page 5 of 6
City of Fort Worth Oracle America, Inc. igned by:
Signature aw LAU L�e�-L Signature w'Ut
Dana Burghdoff(May 17,202 14:02 CDT)
Name Dana Burghdoff Name Jake Camarillo
Title Assistant City Manager Title Manager, Americas SSC Deal
Signature Date May 17,2022 Signature Date 20-Apr-2022 1 1:10 PM CIDIr
BILL TO/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 Robb Bailey Contact Name Robb Bailey
Contact Phone 18173927941 Contact Phone 18173927941
Contact Email william.bailey@fortworthtexas.gov Contact Email william.bailey@fortworthtexas.gov
CPQ-2508016-1 Issued by Oracle America, Inc. 19-APR-2022
Page 6 of 6
DocuSign
Certificate Of Completion
Envelope Id:Al 93B2BF767E43A5B48F1 EA52FO52258 Status: Completed
Subject: Please DocuSign: CPQ-2508016-City of Fort Worth-20 th April 2022.pdf
Source Envelope:
Document Pages:6 Signatures: 1 Envelope Originator:
Certificate Pages: 1 Initials: 0 Krishna Bhujel
AutoNav: Enabled 500 Oracle Pkwy
Envelopeld Stamping: Disabled Redwood City, CA 94065-1675
Time Zone: (UTC-08:00)Pacific Time(US&Canada) krishna.bhujel@oracle.com
IP Address: 196.15.23.15
Record Tracking
Status: Original Holder: Krishna Bhujel Location: DocuSign
4/20/2022 10:58:27 AM krishna.bhujel@oracle.com
Signer Events Signature Timestamp
Jake Camarillo CDocuSigned bySent:4/20/2022 11:00:16 AM
jake.camarillo@oracle.com ALt, 1,a*aV u Viewed:4/20/2022 11:10:19 AM
Manager,Americas SSC, Deal Management 3c26485AE41E4EE Signed:4/20/2022 11:10:23 AM
Oracle America, Inc.
Signature Adoption: Pre-selected Style
Signing Group:
Signed by link sent to jake.camarillo@oracle.com
Signature-request-namer_us@oracle.com
Using IPAddress: 137.254.7.184
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Vedanth S � Sent:4/20/2022 11:00:17 AM
vedanth.v.s@oracle.com COPED Viewed:4/20/2022 11:11:02 AM
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/20/2022 11:00:17 AM
Certified Delivered Security Checked 4/20/2022 11:10:19 AM
Signing Complete Security Checked 4/20/2022 11:10:23 AM
Completed Security Checked 4/20/2022 11:10:23 AM
Payment Events Status Timestamps
ORACLE'
ORDERING
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA
94065
Name City of Fort Worth Contact William(Robb) Bailey
Address Information Technical Services Phone Number 1-817-3927941
Water Department Email Address
William.Bailey@fortworthtexas.gov
FORT WORTH TX
76102
Renew Subscription Term:26-May-2022 to 25-May-2023
Service Period: 12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B88484-Oracle RightNow Enterprise NORTH 102 12 mo 80.26 98,240.69
Dynamic Agent Desktop Cloud AMERICA
Service-Hosted Named User
B72236-Oracle RightNow Universal NORTH 5 12 mo 3.67 220.15
Core Service Tier 1 Sessions Monthly AMERICA
-100 Sessions-Monthly Capacity
B68258-Oracle RightNow Chat NORTH 10 12 mo 22.93 2,751.84
Cloud Service-Hosted Named User AMERICA
B82255-Oracle RightNow NORTH 87 12 mo 14.33 14,963.13
Non-Contact Center User Cloud AMERICA
Service-Hosted Non-Contact Center
Named User
B68302-Oracle RightNow Agent NORTH 102 12 mo 17.20 21,051.58
Scripting Cloud Service-Hosted AMERICA
Named User
B68548-Oracle RightNow Emails NORTH 5 12 mo 0.69 41.28
Sent Monthly-100 Emails Sent- AMERICA
Monthly Capacity
Subtotal 137,268.66
Expansion at Renewal Term:25-May-2023
Service Period: 12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B82255-Oracle RightNow NORTH 20 12 mo 14.33 3,439.80
Non-Contact Center User Cloud AMERICA
Service-Hosted Non-Contact Center
Named User
Subtotal 3,439.80
Compliance Term: 1-Jun-2021 to 15-Mar-2022
Service Period:9.48 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
CPQ-2466078-1 Issued by Oracle America, Inc. 14-APR-2022
Page 1 of 5
Service Period:9.48 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B72236-Oracle RightNow Universal NORTH 5 1.03 mo 3.49 18.04
Core Service Tier 1 Sessions Monthly AMERICA
-100 Sessions-Monthly Capacity
B82255-Oracle RightNow NORTH 226 1 mo 13.65 3,084.90
Non-Contact Center User Cloud AMERICA
Service-Hosted Non-Contact Center
Named User
B88484-Oracle RightNow Enterprise NORTH 13 1 mo 76.44 993.72
Dynamic Agent Desktop Cloud AMERICA
Service-Hosted Named User
Subtotal 4,096.66
Fee Description Net Fee
Cloud Services Fees 144,805.11
Net Fees 144,805.11
Total Fees 144,805.11
CPQ-2466078-1 Issued by Oracle America, Inc. 14-APR-2022
Page 2 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. Description and Fees for Ordered Programs and 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 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, 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.
For Clarification Purpose Payment Frequency for Compliance is Pay in Full
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.
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 26-May-2022 and shall become binding upon execution by You and acceptance by Oracle.
C.Service Specifications
CPQ-2466078-1 Issued by Oracle America, Inc. 14-APR-2022
Page 3 of 5
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.Additional Order Terms
1. Terms
The following terms,as used in this order or the Agreement and whether or not capitalized,shall have the same meaning as the applicable defined term:
"Agreement" and "Master Agreement"; "Customer", "Client" "Company" and "You"; "Program Documentation" and "Documentation"; "Ordering
Document""order"and"Order Form";"Services Term"and"Services Period" "Your Data", "Company 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-2466078-1 Issued by Oracle America, Inc. 14-APR-2022
Page 4 of 5
City of Fort Worth Oracle America, Inc. DocuSi9ned by:
Signature Daea$ ���, Signature � t ((�
Dana Burghdoff(May 17,202 14..02 CDT)
Name Dana Burghdoff Name 7ake26cama'rillo
Title Assistant City Manager Title Manager, Americas SSC, Deal Ma agemen
Signature Date May 17,2022 Signature Date 14-Apr-2022 1 2:57 PM CDT
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 Department Water Department
FORT WORTH TX FORT WORTH TX
76102 76102
Contact Name William(Robb) Bailey Contact Name William(Robb) Bailey
Contact Phone 1-817-3927941 Contact Phone 1-817-3927941
Contact Email William.Bailey@fortworthtexas.gov Contact Email William.Bailey@fortworthtexas.gov
CPQ-2466078-1 Issued by Oracle America, Inc. 14-APR-2022
Page 5 of 5
DocuSign
Certificate Of Completion
Envelope Id: BD271765515F44449CC66AF3CEB987E2 Status: Completed
Subject: Please DocuSign: CPQ-2466078-City of Fort Worth_14-Apr-22.pdf
Source Envelope:
Document Pages:5 Signatures: 1 Envelope Originator:
Certificate Pages: 1 Initials: 0 Asvanth Seetharam
AutoNav: Enabled 500 Oracle Pkwy
Envelopeld Stamping: Disabled Redwood City, CA 94065-1675
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IP Address: 196.15.23.5
Record Tracking
Status: Original Holder:Asvanth Seetharam Location: DocuSign
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Signer Events Signature Timestamp
Jake Camarillo CDocuSignedby Sent:4/14/2022 12:43:06 PM
jake.camarillo@oracle.com ALt, 1,a*aV u Viewed:4/14/2022 12:57:01 PM
Manager,Americas SSC, Deal Management 3c26485AE41E4EE Signed:4/14/2022 12:57:06 PM
Oracle America, Inc.
Signature Adoption: Pre-selected Style
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Signed by link sent to jake.camarillo@oracle.com
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