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HomeMy WebLinkAboutContract 61453CSC No. 61453 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Oracle America, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Seller's Ordering Documents (the "Ordering Documents"); and 3. Exhibit B — State of Texas Department of Information Resources Contract No. DIR-TSO- 4158 (the "DIR Contract") The Exhibits referenced above, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services ordered pursuant to Exhibit A (the "Services") pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. Any conflict among the provisions of this Agreement, including the exhibits, shall be resolved in accordance with Appendix A, Section 4.13 of the DIR Contract. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for fees for the Services by City shall not exceed two hundred thirty-nine thousand dollars ($239,000.00). The term of this Agreement shall be for one year beginning on May 26, 2024 and ending on May 25, 2025. The Agreement has four one-year renewal options. Notices required pursuant to the provisions of this Agreement shall be provided as set forth in the DIR Contract. The City designates the address below as its address for notices pursuant to Appendix A, Section 12.A of the DIR Contract: To CITY: City of Fort Worth Attn: Fernando Costa, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney's Office at same address OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX [Signature Page Follows] The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH By: Name: Fernando Costa Title: Assistant City Manager May 22, 2024 APPROVAL RECOMMENDED: By: Christopher H der(May 21,202416:54 CDT) Name: Christopher Harder Title: Director, Water Department ATTEST: Foar°aaa �;pF° ° 60Ap�0 Fo PVo 8=0a Qua /� .�.S�ax9. °aaa6�z9sg4 By: l//1 Name: Jannette Goodall Title: City Secretary 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. wlulawl EaiGe14 By: William Bailey (May 17,2024 IY42 CDT) Name: William Bailey Title: IT Manager APPROVED AS TO FORM AND LEGALITY: �suv— By: Name: Taylor Paris Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A ORACLE ORDERING DOCUMENTS 1) LICENSING, MAINTENANCE & SUPPORT 2) LEARNING SUBSCRIPTION 3) PROFESSIONAL SERVICES C PACLE 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@foitworthtexas.gov FORT WORTH TX 76102 Renew Subscription Term: 26-May-2024 to 25-May-2025 Services Period: 12 months Cloud Services Data CenterQuantity Term Unit Net Price Net Fee Region B88484 - Oracle RightNow, Enterprise Dynamic Agent Desktop Cloud NORTH 102 12 mo 90.15 110,343.94 AMERICA Service - Hosted Named User B68258 - Oracle RightNow Chat NORTH 10 12 mo 25.76 3,090.87 Cloud Service - Hosted Named User AMERICA B68302 - Oracle RightNow Agent Scripting Cloud Service - Hosted NORTH 102 12 mo 19.32 23,645.13 AMERICA Named User B68548 - Oracle RightNow, Emails Sent Monthly - 100 Emails Sent - NORTH 5 12 mo 0.77 46.36 AMERICA Monthly Capacity B72236 - Oracle RightNow Universal Core Service Tier 1 Sessions Monthly NORTH 5 12 mo 4.12 247.27 AMERICA - 100 Sessions - Monthly Capacity B82255 - Oracle RightNow, Non - Contact Center User Cloud Service - NORTH 107 12 mo 16.10 20,670.17 Hosted Non -Contact Center Named AMERICA User Subtotal 158,043.74 Fee Description Net Fee Cloud Services Fees 158,043.74 Net Fees 158,043.74 CPQ-3090566 - 1 Issued by Oracle America, Inc. 29-FEB-2024 Page 1 of 5 Fee Description Net Fee Total Fees 158,043.741 CPQ-3090566 - 1 Issued by Oracle America, Inc. 29-FEB-2024 Page 2 of 5 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 a -mail welcoming You to the Oracle Cloud that instructs You on how to create Your Cloud login and configure the Cloud Services (the "Cloud Services Start Date"). You must maintain a current subscription to applicable Oracle Cloud Services for the duration of any Technical Cloud Services ordered under this Ordering Document. 2. Fees The Cloud 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 25-May-2024 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 CPQ-3090566 - 1 Issued by Oracle America, Inc. 29-FEB-2024 Page 3 of 5 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. City of Fort Worth Oracle America, Inc. ig„ed by: Signature �,,f. Signature 51"', rawtM(,(,d Name Fernando Costa Name ol. ooHD41 Sake Camarillo Title Assistant City Managei Title Manager, Deal Management Signature Date May 22, 2024 Signature Date 01-May-2024 1 1: 50 PM CCT CPQ-3090566 - 1 Issued by Oracle America, Inc. 29-FEB-2024 Page 4 of 5 Bill To Customer Name Customer Address Contact Name Contact Phone Contact Email CPQ-3090566 - 1 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 1-817-3927941 Contact Phone 1-817-3927941 William.Bailey@fortworthtexas.gov Contact Email William.Bailey@fortworthtexas.gov Issued by Oracle America, Inc. 29-FEB-2024 Page 5 of 5 C DPA�LE' Name City of Fort Worth Contact Address Information Technical Services Phone Number Water Department Email Address FORT WORTH TX F 76102 Renew Subscription Term: 25-May-2024 to 24-May-2025 (Service Period: 12 months Data CenterQuantity Cloud Services Term Region B94110 - EDU Cloud Applications NORTH Learning subscription - Hosted 3 12 mo AMERICA Named User Subtotal Fee Description Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Robb Bailey 1-(817)-392-8272 William.Bailey@fottworthtexas.gov Unit Net Price Net Fee 293.54 10,567.42 10,567.42 Cloud Services Fees Net Fees Total Fees Net Fee 1 10,567.421 10,567.421 10,567.421 CPQ-3273984 - 1 Issued by Oracle America, Inc. 19-DEC-2023 Page 1 of 3 A. Terms of Your Order 1. Applicable Agreement: a. Oracle Federal Agreement for Oracle Cloud Services US-CSA-CPQ-3273984 2. Cloud Payment Terms: a. Net 30 days from invoice date 3. Cloud Payment Frequency: a. Quarterly in Arrears 4. Currency: a. US Dollars 5. Offer Valid through: a. 29-FEB-2024 6. Service Specifications a. The Service Specifications applicable to the Cloud Services and the Consulting/Professional Services ordered may be accessed at http:// www.oracle.com/contracts. 7. Services Period a. The Services Period for the Services commences on the date stated in this order. If no date is specified, then the "Cloud Services Start Date" for each Service will be the date that you are issued access that enables you to activate your Services, and the "Consulting/Professional Services Start Date" is the date that Oracle begins performing such services. B. Additional Order Terms 1. Renewals If all Cloud Services ordered under this order are identified as auto renewal eligible in the applicable Service Specifications, then at the end of the Services Period the Cloud Services will auto renew for additional Services Periods subject to Your payment of fees and to the terms of this order and the Agreement. Otherwise, all Cloud Services ordered under this order will not auto renew (regardless of whether some Cloud Services are identified as auto renewal eligible). The Cloud Services may not be renewed as described in this paragraph if: (i) Oracle is no longer making such Cloud Services generally available to commercial customers, (ii) You are seeking to cancel or reduce the ordered quantity of the Cloud Services set forth in this order, or (iii) the Term (as shown in the table above) is not the same for all Services set forth in this order. If all Services in this order auto renew, those Services will continue to auto renew unless (i) You provide Oracle with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention not to renew all of those Services, or (ii) Oracle provides You with written notice no later than ninety (90) days prior to the end of the applicable Services Period of its intention not to renew all of those Services. 2. 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 Name Fernando Costa Title Assistant City Manager Signature Date May 22, 2024 CPQ-3273984 - 1 Oracle America, Inc. DocuSignedby: Signature D ast, �ayt tb 3C26488AB41E4BB... Name Sake Camari l l o Title Manager, Deal Management Signature Date 01-Mav-2024 1 1:26 PM CDT Issued by Oracle America, Inc. 19-DEC-2023 Page 2 of 3 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 Kathryn Agee -Dow Contact Name 1-817-3928461 Contact Phone Kathryn.Agee-Dow@fortworthtexas.gov Contact Email City of Fort Worth Information Technical Services Water Department FORT WORTH TX 76102 Robb Bailey 1-(817)-392-8272 William. Bailey@fortworthtexas.gov CPQ-3273984 - 1 Issued by Oracle America, Inc. 19-DEC-2023 Page 3 of 3 Ordering Document Number: US-16569932 Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Your Name: City of Fort Worth Your Address: Water Department 200 Texas Street (south end, 2nd FL Ste 2390), Fort Worth, Texas 76102 Oracle Ean Darbo Your Billing Williams Robb Bailey Representative: Contact: Address: 1910 Oracle Way Address: Water Department Reston, VA 20190 Attn: William Bailey, Water IT 200 Texas Street (south end, 2nd FL Ste 2390), Fort Worth, Texas 76102 Phone Number: 916-759-4682 Phone Number: 817-392-8272 Email Address: ean.darbo@oracle.com 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. Estimated Total Fees and Services Reference Fees Expenses Estimated Expenses Time and Materials Services Exhibit 1 $47,903.00 $0.00 $47,903.00 Total Fees and Estimated Expenses $47,903.00 A. TERMS 1. Applicable Master Agreement: This order incorporates by reference the terms of the Contract for Products and Related Services between the State of Texas acting through the Department of Information Resources ("DIR") and Oracle America, Inc. ("Oracle"), effective July 30, 2018 (DIR Contract No. DIR-TSO-4158; Oracle Contract No. US-GMA-1889764) and all amendments and addenda thereto (the "Agreement"). The defined terms in the Agreement shall have the same meaning in this order unless otherwise specified herein. 2. Professional Services Delivery Policies: The Oracle Professional Services Delivery Policies ("Policies") available at https://www.oracle.com/a/ocom/docs/corporate/professional-services-deliverv-oolicies.pdf 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-2024. 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 US-16569932-v090122-03APR2024-sarunnai-v1 Page 1 of 4 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 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. 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 Oracle America, Inc. DocWigmd by: Authorized Signature: Authorized Signature: F„S,,,p,,,,,.se Name: Fernando Costa Name: Erika Lozano Title: Assistant City Manager Title: contract specialist nature Date: Sig May 22, Signature Date: 2024 09-May-2024 1 2:35 PM PDT Ordering Document Effective Date: (to be completed by Oracle) US-16569932-v090122-03APR2024-sarunnai-v1 Page 2 of 4 r ` TIM IT Your Name: City of Fort Worth Ordering Document Number: US-16569932 Exhibit Number: 1 Description of Services. 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. Enhancements to the MapBridge extension. C. Representational State Transfer ("REST") Application Programming Interface ("API") coaching for International Business Machines ("IBM") iSeries billing system integration and other external import routines. D. Browser User features, which may include: i. Agent Browser Action Center. ii. Agent Browser branding and personalization. iii. Agent Browser toolbar configuration. iv. Recommendations. E. Browser User Interface workspace configuration, fine tuning and optimization. F. Technical and functional coaching, which may include: i. Current customizations. ii. New capabilities. G. Incident data management - may include help on Data Life Cycle Policy. H. Post implementation assistance. 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 North American Technical Services $247.50 Sr. Practice/Tech Director-9 NAC Practice/Tech Director-8 $247.50 NAC Practice/Tech Manager-7 $213.46 NAC Senior Principal Technician-6T $197.99 NAC Principal-5 $173.24 NAC Senior-4 $142.31 NAC Staff-3 $123.75 2 - Associate Consultant $92.81 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. US-16569932-v090122-03APR2024-sarunnai-v1 Page 3 of 4 3. Proiect Manaaement. 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. Proiect Assumptions. A. All Services will be performed remotely. B. Any custom 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. Except to the extent expressly stated in the scope section of this document, the use of the terms "integrate" and "integration" throughout this document is not intended to mean that Oracle will ensure (i) the physical or functional integration of Oracle products with external legacy systems, third party products and/or other software applications; (ii) the functioning of Oracle products as a coordinated whole with such external legacy systems, third party products and/or other software applications; or (iii) any non-standard integration between Oracle products. Rather, the terms are used to refer to the overall concept of data exchange between the Oracle products and other systems, products or applications identified in this document, and may include interfacing and/or other methods of integration or interoperation as described in the scope section of this document. D. 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. E. Anything not expressly identified in Section one (1) above is not included in the scope or, or fees for, Services under this exhibit. US- I6569932-v090122-03APR2024-sarunnai-v1 Page 4 of 4 EXHIBIT B COOPERATIVE CONTRACT STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES DIR-TSO-4158 ORACLE AMERICA, INC. HTTPS://DIR.TEXAS.GOV/CONTRACTS/DIR-TSO-4158 5/16/24, 2:04 PM M&C Review Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FORTw II Create New From This M&C DATE: 5/14/2024 REFERENCE **M&C 24- LOG NAME: 600RACLE M&C NO.: 0422 INFORMATION CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of a Cooperative Agreement with Oracle America, Inc., for the Oracle RightNow Licensing, Maintenance & Support Services, Learning Subscription, and Professional Services for Oracle Cloud Services for the Water Department, in an Amount Not to Exceed $239,000.00 Annually RECOMMENDATION: It is recommended that the City Council authorize execution of a cooperative agreement with Oracle America, Inc., for the Oracle RightNow licensing, maintenance & support services, learning subscription, and professional services for Oracle Cloud Services for the Water Department, in an amount not to exceed $239,000.00 annually. DISCUSSION: The Water Utility has utilized Oracle America, Inc. (Oracle) products since March of 2004. Oracle provides the PeopleSoft Customer Relationship Management System (CRM) software. CRM provides the case management tool for more than half a million customer contacts the Water Utility handles on a yearly basis. This software is integrated with Maximo, the Work Order Management System for the Utility, to provide a seamless movement of information for critical customer cases. In 2011, the Water Department renewed the Agreement with Oracle for an additional four years. In 2015, the Water Department upgraded the current CRM software to Oracle RightNow, hosted as part of Oracle Cloud Services, which offer additional customer friendly features such as the ability to email or chat online with Water customers, from within the CRM. The current agreement with Oracle (CSC No. 52557) expires on May 25, 2024 without any additional renewals. Therefore, staff is requesting authorization to execute a new agreement with Oracle for the above described services and products currently utilized by the City. The new agreement will be through the Department of Information Resources cooperative program. PRICE ANALYSIS - The prices were obtained using Department of Information Resources (DIR) Contract No. DIR-TSO-4158. The DIR contract offers fixed discounts for these services. 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. 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) technically 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- apps.cfwnet.org/counciI_packeUmc_review.asp?ID=32127&counciIdate=5/14/2024 1/2 5/16/24, 2:04 PM M&C Review 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 licensing and program support fees, professional services, and learning subscription under the new DIR contract. Funding is budgeted in the Other Contractual Services account within the Water & Sewer Fund . ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the City Manager in the amount up to maximum allowed under state law and the City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting will not be required due to this agreement being a Cooperative Purchasing Agreement. This satisfies the local government requirements. AGREEMENT TERMS - Upon City Council approval, this Agreement shall be effective beginning May 26, 2024 and end on May 25, 2025. RENEWAL OPTIONS - This Agreement may be renewed for four additional one-year terms at the City's option in accordance with the terms of the DIR contract. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund. Prior to an expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. TO Fund I Department I Account I Project I Program I Activity I I Budget Reference # Amount i !D ID Year (Chartfield 2) + FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I I Year I (Chartfield 2) Submitted for Citv Manaaer's Office by. Fernando Costa (6122) Originating Department Head: Chris Harder (5020) Additional Information Contact:. Charmaine Baylor (6629) ATTACHMENTS 60 Oracle M&C Information for Collaboration Wizard.xlsx. (CFW Internal) 600RACLE M&C INFORMATION FOR COLLABORATION WIZARD.docx, (CFW Internal) Conflict of Interest Questionnaire-1—DM Redlines_030124_Sianed.pdf (CFW Internal) apps.cfwnet.org/council_packeUmc_review.asp?ID=32127&councildate=5/14/2024 2/2 FORT WORTH. Routing and Transmittal Slip DOCUMENT TITLE: Oracle Agreement M&C: 24-0442 CPN: TO: Rick Lisenbee, Sr. IT Manager Oracle —Already Signed William "Robb" Bailey, IT Manager Shane Zondor, Assistant Director Jan Hale, Deputy Director Chris Harder, Director Taylor Paris, ACA Fernando Costa, ACM Ron Gonzales, Assistant City Secretary Jannette Goodall, City Secretary Allison Tidwell, Administrative Assistant Charmaine Baylor, Sr. IT Business Planner Water Department CSO: DOC #: APPROVER INITIALS: Approver X Signed Signer Approver Approver f Signer Signer Signer Approver Kc Signer Form Filler Acceptor EXPLANATION This is the new agreement between Oracle America and the Fort Worth Water Department 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 funding for this agreement was approved on M&C 24-0422. The contract amount will total $239,000.00. The contract term will run from May 26, 2024 through May 25, 2025, with four one-year renewals. If you have any questions or concerns, please call or email me. Charmaine Baylor Senior IT Business Planner Water Department Charmaine.bavlor(a.fortworthtexas.aov (817)392-6629