Loading...
HomeMy WebLinkAboutContract 52557-R4CSC No. 52557-R4 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE May 11, 2023 Oracle America Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Re: Contract Renewal Notice Contract CSC 52557 (the "Contract") Renewal Term No. 4: May 26, 2023 to May 25, 2024 The above referenced Contract with the City of Fort Worth expires on May 25, 2023, (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.2_ 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, CL.J.2GiL2 91 [142 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. WORTH, TX Contract Renewal Page 3 of 4 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 Naha � GIh of this contract, including ensuring all By. Dana Burghdo(f (May 202YI :42 CDT) performance and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager WIUIWilliann ExE et May 19, 2023 By: B ailey (May 15,202h8:55 CDT) Name: William Bailey APPROVAL RECOMMENDED: Title: IT Manager APPROVED AS TO FORM AND LEGALITY: By: CC topher a�� y19,202 CDT) Name: Christopher Harder fn �� Title: Director, Water Department V By: 4 4p'4 4F °° Name: Taylor Paris ATTEST: F°Rt �� o °�oad� Title: Assistant City Attorney v°tio op-1d pv8 o=d 5Xp54 By: l%1� Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 4 of 4 Name City of Fort Worth Address Information Technical Services Water Department FORT WORTH TX 76102 Renew Subscription Term: 25-May-2023 to 24-May-2024 Contact Phone Number Email Address Oracle America, Inc. S00 Oracle Parkway Redwood Shores, CA 9406S Robb Bailey 1-(817)-392-8272 William. Bailey@fortworthtexas.gov Service Period: 12 months Cloud Services Data CenterQuantityTerm Unit Net Price Net Fee Region B94110 - EDU Cloud Applications NORTH Learning subscription - Hosted AMERICA 3 12 mo 293.54 10,567.42 Named User Subtotal 10,567.42 Fee Description I Net Fee Cloud Services Feesl 10,567.421 Net Feesl 10,567.421 Total Feesl 10,567.421 CPQ-2902429 - 1 Issued by Oracle America, Inc. 10-MAY-2023 Page 1 of 4 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, 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 81 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 81 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, 2023 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 CPQ-2902429 - 1 Issued by Oracle America, Inc. 10-MAY-2023 Page 2 of 4 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 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 (it) 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. Data Processing Agreement Exclusion for EDU Cloud Services The Oracle Data Processing Agreement does not apply to the Cloud Services that contain "EDU" as the prefix in the name of the Cloud Services because such Cloud Services only allow a customer to input certain personal information, such as its own employees' names and business contact details, for which Oracle serves as a data controller and not a data processor. City of Fort Worth Signature Naha �_q Dana Burghdoff (Ni ay 19, 202 P:42 CDT) Name Dana Burghdoff Title Assistant City Manager Signature Date May 19, 2023 CPQ-2902429 - 1 Oracle America, In( DocuSigned by: Signature ! Jar COAA t ,6 �— 3C26486AB41 E4BB... Name Jake Camarillo Title Manager Deal Management Signature Date 10-Mav-2023 14:40 PM CDT Issued by Oracle America, Inc. 10-MAY-2023 Page 3 of 4 BILL TO / SHIP TO INFORMATION Bill To Customer Name City of Fort Worth Customer Address Information Technical Services Water Department FORT WORTH TX 76102 Ship To Customer Name City of Fort Worth Customer Address Information Technical Services Water Department FORT WORTH TX 76102 Contact Name Kathryn Agee -Dow Contact Name Robb Bailey Contact Phone 1-817-3927941 Contact Phone 1-(817)-392-8272 Contact Email Kathryn.Agee-Dow@fortworthtexas.gov Contact Email William.Bailey@fortworthtexas.gov CPQ-2902429 - 1 Issued by Oracle America, Inc. 10-MAY-2023 Page 4 of 4 Name City of Fort Worth Address Information Technical Services Water Department FORT WORTH TX 76102 Renew Subscription Term: 26-May-2023 to 25-May-2024 Service Period: 12 months Contact Phone Number Email Address Data Center Cloud Services Quantity Term Region B88484 - Oracle RightNow Enterprise NORTH Dynamic Agent Desktop Cloud 102 12 mo AMERICA Service - Hosted Named User B68258 - Oracle RightNow Chat NORTH 10 12 mo Cloud Service - Hosted Named User AMERICA B68302 - Oracle RightNow Agent NORTH Scripting Cloud Service - Hosted 102 12 mo AMERICA Named User B68548 - Oracle RightNow Emails NORTH Sent Monthly - 100 Emails Sent 5 12 mo AMERICA Monthly Capacity B72236 - Oracle RightNow Universal NORTH Core Service Tier 1 Sessions Monthly 5 12 mo AMERICA - 100 Sessions - Monthly Capacity B82255 - Oracle RightNow Non - Contact Center User Cloud Service - NORTH 107 12 mo Hosted Non -Contact Center Named AMERICA User Subtotal Fee Description Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 William (Robb) Bailey 1-817-3928272 William. Bailey@fortworthtexas.gov Unit Net Price Net Fee 83.47 102,170.32 23.85 2,861.91 17.89 21,893.64 0.72 42.93 3.82 228.95 14.91 Cloud Services Fees Net Fees Total Fees 19,139.05 146,336.80 Net Fee I 146,336.801 146,336,801 146,336.801 CPQ-2871248 - 1 Issued by Oracle America, Inc. 23-MAR-2023 Page 1 of 4 A. Agreement 1. 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 30 Jul 2018 (DIR Contract No. DIR -TSO -4158; Oracle Contract No. US -GMA-1889764) and all amendments and addenda thereto (the "Agreement"). The defined terms in the Agreement shall have the same meaning in this order unless otherwise specified herein. B. Description and Fees for Ordered 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 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. 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 25, 2023 and shall become binding upon execution by You and acceptance byOracle. 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 CPQ-2871248 - 1 Issued by Oracle America, Inc. 23-MAR-2023 Page 2 of 4 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:/Iwww.oracle.com/ data process ingagreement, 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. City of Fort Worth Signature la�� ��� Dana Burghdo f May 2 l2 :42 CDT) Name Dana Burghdoff Title Assistant City Manager Signature Date May 19, 2023 CPQ-2871248 - 1 Oracle America, In D...Signetl by: Signature Cap C4utitAY 46 3C26488AB41E4BB... Name Jake Camarillo Title Man er DPai ManaManagPment Signature Date 10-Mav-2023 1 4:27 PM CDT Issued by Oracle America, Inc. 23-MAR-2023 Page 3 of 4 Bill To Customer Name Customer Address Contact Name Contact Phone Contact Email BILL TO / SHIP TO INFORMATION Ship To City of Fort Worth Customer Name Information Technical Services Customer Address Water Department FORT WORTH TX 76102 City of Fort Worth Information Technical Services Water Department FORT WORTH TX 76102 William (Robb) Bailey Contact Name William (Robb) Bailey 1-817-3928272 Contact Phone 1-817-3928272 William.Bailey@fortworthtexas.gov Contact Email William.Bailey@fortworthtexas.gov CPQ-2871248 - 1 Issued by Oracle America, Inc. 23-MAR-2023 Page 4 of 4 Ordering Document Number: A5H7WC Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Oracle I Renee Betcher Representative: Address: 1910 Oracle Way Reston, VA 20190 Phone Number: 571-294-1226 Email Address: renee.betcher@oracle.com Your Name: City of Fort Worth Your Address: Information Technical Services Water Department Fort Worth, TX 76102 Your Billing Williams Robb Bailey Contact: l Address: Information Technical Services Water Department Fort Worth, TX 76102 Phone Number: 817-392-8272 Email Address: william.Bailey@fortworthtexas.gov You have ordered the Services listed in the table below and detailed in the attached exhibit(s), which are incorporated herein by reference. Total Fees and Services Reference Fees Estimated Expenses Estimated Expenses Time and Materials Services I Exhibit 1 $ 69,796.76 $ 0.00 $ 69,796.76 A. TERMS 1. Applicable Master Agreement: This order incorporates by reference the terms of the Online Oracle Cloud Services Agreement v040119 available at httr)s://www.oracle.com/corporate/contracts/cloud-services/contracts.htmi. 2. Professional Services Delivery Policies: The Oracle Professional Services Delivery Policies ("Policies") available at httr)s://www.oracle.com/a/ocom/docs/corporate/professional-services-deliverv-Dolicies.r)df apply to and are incorporated into this order. 3. Payment Terms: Net 30 days from invoice date. 4. Currency: US Dollars 5. Offer Valid through: 31-MAY-2023. 6. Service Specifications: The Service Specifications shall include any exhibit(s) attached to this order (including referenced or incorporated Oracle documents) and the Policies. 7. Order of Precedence: In the event of any inconsistencies, priority shall be established in the following descending order: (a) any exhibit(s) attached to this order; (b) this order; (c) the Policies; and (d) the Master Agreement. 8. Rights Granted: Upon payment, You have the non-exclusive, non -assignable, royalty -free, worldwide, limited right to use the services and anything developed and delivered by Oracle under this order ("services and deliverables") for Your internal business operations. You may allow Your agents and contractors to use the services and deliverables for Your internal business operations, and You are responsible for their compliance in such use. The services and deliverables may be related to Your right to use cloud or hosted/managed services or Products owned or distributed by Oracle which You acquired under a separate order. The agreement referenced in that order shall govern Your use of such services or Products, and nothing in this order is intended to grant a right to use such services or OCS_Self Service Professional Services Ordering Document and T&M Exhibit v090122_US_ENG Page 1 of 4 Products in excess of the terms of that order, such as the services period or number and type of environments specified in a cloud or hosted/managed service order. You retain all ownership and intellectual property rights to Your confidential and proprietary information that You provide to Oracle under this order. 9. Additional Third -Party Subprocessors: In addition to the Third -Party Subprocessors listed on My Oracle Support, the following Third -Party Subprocessors may also process Your personal information pursuant to the Services: Third -Party Subprocessor Location Type of Service N/A B. ADDITIONAL ORDER TERMS 1. When services will be performed on -site at customer location in the US, as required by US Department of Labor regulations (20 CFR 655.734), You will allow Oracle to post a notice regarding Oracle H-1 B employee(s) at the work site prior to the employee's arrival on -site. City of Fort Worth Authorized Signature: Name: Dana Burghdoff Title: Assistant City Manager Signature Date: May 19, 2023 Ordering Document Effective Date: Oracle America, Inc. DocuSigned by: F�� ovZce,6, Authorized Signature: E935OC46c219456... Name: Cristina Villegas Title: Contract Specialist Signature Date: 10-May-2023 1 2:16 PM PDT (to be completed by Oracle) OCS_Self Service Professional Services Ordering Document and T&M Exhibit_v090122_US_ENG Page 2 of 4 yu.M-Mill ANp MATE IAL SEXH BI7 Your Name: City of Fort Worth Ordering Document Number: A5H7WC Exhibit Number: Exhibit 1 Description of Services. A. At Your direction, Oracle will assist You with the following Services related to Your Oracle Service Cloud Business to Consumer ("132C") platform: a. Browser User Interface (BUi) extension defect resolution. b. StopWords migration from .net add into BUI extension. c. Browser User Interface workflow agent scripting. d. Enhancements to the MapBridge extension. e. REST Application Programming Interface ("API") coaching for International Business Machines ("IBM") iSeries billing system integration. f. Browser User features, which may include: i. Agent Browser Action Center, ii. Agent Browser branding and personalization. iii. Agent Browser toolbar configuration, and iv. Recommendations and best way to proceed. g. Browser User Interface workspace configuration, fine tuning and optimization. h. Technical and functional coaching, which may include: i. Current customizations, and ii. New capabilities. i. Data Life Cycle policy coaching for the archiving of incidents, and j. Post implementation support. 2. Rates, Estimated Fees and Expenses, and Taxes. A. The Services are performed on a time and materials ("T&M") basis; that is, You shall pay Oracle for the actual time spent performing the Services, plus materials, taxes, and expenses. B. Rates. For a period of one (1) year from the ordering document effective date, the Services will be provided at the rates set forth below. Thereafter, unless otherwise agreed by You and Oracle in an amendment, the Services will be provided at Oracle's consulting rates in effect when the Services are performed. Standard Rates Price Level Hourly Rate Director $356.00 Managing Consultant $299.00 Advanced Consultant $262:,50 Consultant $162.50 C. Estimated Fees and Expenses. All fees and expenses will be invoiced monthly. The fee and expense estimates specified in Your order are intended only to be for Your budgeting and Oracle's resource scheduling purposes, and may exceed the specified totals; these estimates do not include taxes. Once fees for Services reach the estimate, Oracle will cooperate with You to provide continuing Services on a T&M basis. 3. Proiect Management. You shall designate a project manager who shall be solely responsible for (a) project management associated with this exhibit; and (b) direction of the Services provided by Oracle under this exhibit. OCS_Self Service Professional Services Ordering Document and T&M Exhibit_v090122_US_ENG Page 3 of 4 4. Proiect Assumptions. A. All services will be performed remotely using onshore resources. B. Any customer Computer Telephony Integration ("CTI") screen -pop component will be based on an existing CTI library provided by You, and must be compatible with Your phone system. C. The add -ins will be developed under the scope of coaching, and You will be responsible for maintaining that code after delivery, including any changes that may be required for compatibility with future site versions. OCS_Self Service Professional Services Ordering Document and T&M Exhibit_v090122_US_ENG Page 4 of 4 Routing and Transmittal Slip Water Department DOCUMENT TITLE: Fourth Amendment to CSC 52557 - Oracle America Agreement M&C: CPN: CSO: 52557 DOC #: TO: INITIALS Rick Lisenbee - Approver g William "Robb" Bailey - Signer Shane Zondor Jan Hale 1 Chris Harder 1 Taylor Paris Dana Burghdoff Ron Gonzales 1 Jannette Goodall Allison Tidwell Charmaine Baylor 1 Needs to be notarized: ❑ YES x NO 1 I 1 Action Reauired: ❑ As Requested ❑ For Your Information x Signature/Routing and/or Recording ❑ Comment ❑ File FOR CMO USE ONLY: Routing to CSO x YES ❑ NO Contract Renewal Page 1 of 4 EXPLANATION This is the fourth renewal of CSC 52557, the City's agreement with Oracle America, Inc. (Oracle) for licensing, professional services, learning services, maintenance and support of the PeopleSoft Customer Relationship Management System, which is utilized by the Water Customer Call Center. The three Ordering Documents being renewed are as follows: Learning Subscriptions ( $10,567.42 Licensing, Maintenance & Support $146,336.80 Professional Services $69,796.76 TOTAL NOT TO EXCEED ( $226,700.98 Oracle only recognizes its own Ordering Documents as the official contract(s), which is why the attached Ordering Documents are signed, and Oracle is not in the signature block for the City's renewal letter. If you have any questions or concerns, please call or email me. Charmaine Baylor IT Business Planner Water IT, Fort Worth Water Department charmaine.baylor@fortworthtexas.gov 817.392.6629 Contract Renewal Page 2 of 4