HomeMy WebLinkAboutContract 61453-A1R1csc 61453-Al R 1
FIRST AMENDMENT & FIRST RENEWAL
FORT WORTH CITY SECRETARY CONTRACT NO. 61453
BETWEEN THE CITY OF FORT WORTH
AND ORACLE AMERICA, INC.
This Amendment is made between the City of Fort Worth ("City"), a municipal
corporation, acting herein by and through Jesica McEachern, its duly authorized Assistant City
Manager and Oracle America, Inc. ("Vendor").
WHEREAS, on July 30, 2018, Vendor and the Texas Department of Information
Resources ("DIR") entered into that certain cooperative agreement DIR-TSO-4158 ("Original
Cooperative Agreement"), which expired on October 28, 2024; and
WHEREAS, as authorized by Mayor and Council Communication (M&C) 24-0422, City
and Vendor entered into an agreement identified as Fort Worth City Secretary Contract (CSC)
61453 ("Agreement"), beginning May 26, 2024; and
WHEREAS, on April 4, 2025, Vendor and DIR entered into that certain cooperative
agreement ("Second Cooperative Agreement") DIR-CPO-5439, which contains an initial term of
two years, with one optional two-year renewal, and one optional one-year renewal; and
WHEREAS, the parties desire to amend the Agreement pursuant to M&C 24-0422 to
incorporate the terms of the Second Cooperative Agreement.
NOW, THEREFORE, the parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
I.
AMENDMENTS
The Agreement is hereby amended to repeal the Exhibit B—the terms of the Original
Cooperative Agreement —and replace them with the attached Exhibit A, which contains
the Second Cooperative Agreement's terms, exhibits, and appendices, as authorized by
M&C 24-0422;
2. Utilizing the Administrative Change Order funding approved on M&C 24-0422, the
contract spending authority shall be increased by an additional $35,639.77 to equal
$274,639.77.
a. The Oracle Ordering Document for the Learning Subscription will renew for a full
one-year renewal term, in the amount of $10,567.00;
b. The Oracle Ordering Document for Oracle RightNow software, licensing, and support
will renew for a full one-year renewal term, in the amount of $198,837.77;
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
c. The Oracle Ordering Document for Professional Services will renew for a full one-
year renewal term, in the amount of $65,235.00;
d. The total contract amount shall not exceed $274,640.00.
II.
RENEWALS
The Agreement is hereby renewed for an additional one-year renewal term beginning
May 26, 2025 through May 25, 2026, with pricing to be in accordance with the Oracle Ordering
Documents attached as Exhibits B, C, and D.
III.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other terms, provisions, conditions, covenants and recitals of said Agreement not
expressly amended herein shall remain in full force and effect.
IV.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
original, and all of which shall constitute one and the same instrument. A facsimile copy or
computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the
same effect as an original.
[signature page follows]
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: C"�
Name: Jesica McEachern
Title: Assistant City Manager
05/15/2025
APPROVAL RECOMMENDED:
By:
Name:
Title:
CkpHard&r
Christopher Haider (May 15, 202512:06 CDT)
Christopher Harder
Director, Water Department
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
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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.
GfJliz Sa�
By:
Name: William Bailey
Title: IT Manager, Water Department
APPROVED AS TO FORM AND LEGALITY:
M. Kevin Anders, 11
By: M. Kevin Anders, II (May 15, 2025 16:10 CDT)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
Cooperative Agreement DIR-CPO-5439 with All Terms, Applicable Exhibits, and Appendices
DIR Contract No. DIR-CPO-5439
Oracle Contract No. US-GMA-80517373
Oracle America, Inc - 94805249
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DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES
Oracle America, Inc
1 INTRODUCTION
1.1 Parties
This contract for Oracle Branded Products and Related Services (this "Contract") is
entered into between the State of Texas, acting by and through the Department of
Information Resources (hereinafter "DIR") with its principal place of business at 304 West
15th Street, Suite 1300, Austin, Texas 78701, and Oracle America, Inc a Delaware
corporation (hereinafter "Successful Respondent"), with its principal place of business at
540 Oracle Parkway Redwood Shores, CA 94065.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State
of Texas. DIR issued a solicitation on the Comptroller of Public Accounts` Electronic State
Business Daily, Request for Offer (RFD) ❑IR-CPO-TMP-584, on 11/30/2023, for Oracle
Branded Products and Related Services (the "RFO"). Upon execution of all Contracts, a
notice of award for DIR-CPO-TMP-584, shall be posted by DIR on the Electronic State
Business Daily.
1.3 Order of Precedence
A. For any transaction under this Contract, the order of precedence shall be as
foI lows:
1. this Contract;
2. Appendix A, Standard Terms and Conditions;
3. Appendix B, Successful Respondent's Historically Underutilized
Businesses Subcontracting Plan;
4. Appendix C, Pricing Index,
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5. The Purchase Order (as defined in Appendix A) entered into with respect to
the transaction;
6. Appendix D, General Terms — Public Sector;
7. Appendix E, Schedule P — Program;
8. Appendix F, Schedule C — Cloud Services;
9. Appendix G, Schedule H — Hardware;
10. Appendix H, Schedule OSSS —Oracle Open Source Support Services;
11. Exhibit 1, RFO DIR-CPO-TMP-584, including all Addenda;
12. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-584,
including all Addenda; and
13. Exhibit 3, Sample Order Form Template.
B. Each of the Appendices and Exhibits listed above is hereby incorporated by
reference and together with this Contract constitute the entire agreement
between DIR and Successful Respondent. Notwithstanding the foregoing, as
between Appendix D (Public Sector General Terms) and the relevant Schedule for
the products and services being purchased under the Contract (i.e., Appendix E,
Schedule P — Program; Appendix F, Schedule C — Cloud Services; Appendix G,
Schedule H — Hardware; and Appendix H — Schedule OSSS — Oracle Open Source
Support Services) such Schedule shall take precedence over Appendix D (Public
Sector General Terms) for such ordered product or service. Furthermore, for
Cloud Services, Technical Cloud Services, and Managed Services, the Data
Processing Agreement and the Service Specifications applicable to a customer's
order, as described in Appendix F, Schedule C — Cloud Services, shall take
precedence (subject, in the case of the Service Specifications, to the provisions of
this base Contract).
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in
Appendix A, Standard Terms and Conditions.
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The initial term of this Contract shall be up to two (2) years commencing on the date of
the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and
one (1) optional one-year renewal (each, a, "Renewal Term"). Prior to expiration of the
Initial Term and the first Renewal Term, this Contract will renew automatically under the
same terms and conditions unless either party provides written notice to the other party
at least sixty (50) days in advance of the renewal date stating that the party wishes to
discuss amendment or non -renewal.
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Successful Respondent agrees that DIR may require continued performance under this
Contract at the rates specified in this Contact following the expiration of the Initial Term
or any Renewal Term. This option may be exercised more than once, but the total
extension of performance hereunder shall not exceed ninety (90) calendar days. Such
extension of services shall be subject to the requirements of the Contract, with the sole
and limited exception that the original date of termination shall be extended pursuant
to this provision. DIR may exercise this option upon thirty (34) calendar days written
notice to the Successful Respondent.
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Products and services available under this Contract are limited to the technology
categories defined in Request for Offer DIR-CPO-TMP-584 for Oracle Branded Products
and Related Services. At DIR's sole discretion, Successful Respondent may amend
Appendix C, Pricing Index, to incorporate changes or make additions to its product and
service offerings, provided that any changes or additions must be within the scope of
the RFD.
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5.1 Pricing Index
Pricing to Customers shall be as set forth in this Section 5 and in Appendix C, Pricing
Index, and shall include the DIR Administrative Fee (as defined below).
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5.2 Customer Discount
A. The minimum Customer discount for all products and services will be the
percentage off List Price (as defined below) or MSRP (as defined below), as
applicable, as specified in Appendix C, Pricing Index. Successful Respondent
shall not establish a List Price or MSRP for a particular solicitation. For purposes
of this Section, "List Price" is the price for a product or service published in
Successful Respondent's price catalog (or similar document) before any discounts
or price allowances are applied. For purposes of this Section, WSRP," ❑r
manufacturer's suggested retail price, is the price list published by the
manufacturer or publisher of a product and available to and recognized by the
trade.
B. Customers purchasing products or services under this Contract may negotiate
more advantageous pricing or additional discounts with Successful Respondent
or Order Fulfiller. Successful Respondent or Order Fulfiller and Customer shall
provide the details of such additional discounts to DIR upon request.
C. If products or cloud services available under this Contract are provided at a lower
price to: an eligible Customer wh❑ is a Texas governmental entity and who is not
purchasing those products or services under this Contract under the same terms
and conditions provided for the State for the same products and services under
this Contract, then the price of such products and services under this Contract
shall be adjusted to that lower price as provided below. This requirement applies
to products or services quoted by Successful Respondent for a quantity of one (1)
(i.e., a single hardware device, a single Oracle PaaS and IaaS Universal Credit, ❑r a
user -based ❑n-premise license or cloud application for a single user), but does
not apply to: volume discounts (including discounts based on the concurrent
purchase of other products or services, ❑r expansions or renewals of existing
services); products or services using an enterprise ❑r other non -user based
metric; special pricing purchases (including pilot/proof of concept purchases,
service credits or other concessionary discounts); or Related Services. If ❑IR
provides notice to Successful Respondent of a lower price being given to a
Customer described above, then, subject to the qualifications set forth in the
preceding sentences, the parties agree to amend the Contract to reflect such
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lower price. Such amendment will apply retroactively to the date of Successful
Respondent's receipt of notice, such that the updated pricing shall apply to any
orders placed after that date. This section C shall apply only to products or
services ordered directly from Successful Respondent, and shall not apply to any
purchase of Successful Respondent products or services through a reseller.
5.3 Changes to Prices
A. Subject to the requirements of this section, Successful Respondent may change
the price of any product or service upon changes to the List Price or MSRP, as
applicable. Discount levels shall not be subject to such changes, and will remain
consistent with the discount levels specified in this Contract.
B. Successful Respondent may revise its pricing by publishing a revised pricing list. If
DIR, in its sole discretion, finds that the price of a product or service has been
increased unreasonably, DIR may request that Successful Respondent reduce the
pricing for the product or service to the level published before such revision.
Upon such request, Successful Respondent shall either reduce the pricing as
requested, or shall remove the product or service from the pricing list for this
Contract. Failure to do so will constitute a breach by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers under this Contract shall include all shipping and handling fees
except as set forth below. Shipments will be Free On Board (Oracle's shipping
terminology for the same is ❑DP — Delivered Duty Paid) Customer's Destination. No
additional fees may be charged to Customers for standard shipping and handling within
the United States. If a Customer requests expedited or special delivery, or delivery to
locations outside of the United States, Customer will be responsible for any additional
charges for expedited or special delivery or delivery to locations outside of the United
States. Where relevant, each party to this Contract and each Customer shall comply with
all relevant export laws and regulations, including the Export Administration Act and
Regulations, to assure that no information is exported, directly or indirectly, in violation
of law.
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6 DIR ADMINISTRATIVE FEE
A. Successful Respondent shall pay an administrative fee to DIR based on the dollar
value of all sales to Customers pursuant to this Contract (the "DIR Administrative
Fee"), The amount of the DIR Administrative Fee shall be seventy-five hundredths
of a percent (0.75%) of all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $750.
B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR
reserves the right to increase or decrease the DIR Administrative Fee during the
term of this Contract, upon written notice to Successful Respondent without
amending this Contract. Any increase or decrease in the DIR Administrative Fee
shall be incorporated in the price to Customers.
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In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to
Contract and Pricing Information, Successful Respondent shall include the following
with its webpage:
A. A current price list or mechanism to obtain specific contract pricing;
B. MSRP/Iist price or DIR Customer price;
C. Discount percentage (%) off MSRP or List Price;
D. Warranty policies; and
E. Return policies.
8 USE OF ORDER FULFILLERS
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent
to utilize designated third parties to resell products, services, and support resources to
Customers under this Contract (such designated third parties are hereinafter referred to
as "Order Fulfillers").
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8.2 Designation of Order Fulfillers
A. Successful Respondent may designate Order Fulfillers to act as the distributors
for products and services available under this Contract. In designating Order
Fulfillers, and to the extent required by law, Successful Respondent must be in
compliance with all applicable laws and rules regarding the utilization of
Historically Underutilized Businesses. DIR and Successful Respondent will agree
on the number of Order Fulfillers that are Historically Underutilized Businesses as
defined by the CPA.
B. In addition to the required Subcontracting Plan, Successful Respondent shall
provide ❑IR with the following Order Fulfiller information: Order Fulfiller name,
Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order
Fulfiller contact person email address and phone number.
C. ❑IR reserves the right to require Successful Respondent to rescind any Order
Fulfiller participation ❑r request that Successful Respondent name additional
Order Fulfillers should ❑IR determine it is in the best interest of the State.
D. Successful Respondent shall be responsible for its Order Fulfillers' performance
under and compliance with the terms and conditions of this Contract to the
extent provided in the Contract and subject to the limitations set forth in the
Contract. Successful Respondent shall enter into contracts with Order Fulfillers
and use terms and conditions that are consistent with the terms and conditions
of this Contract. Order Fulfillers are resellers, and are not subcontractors ❑f
Successful Respondent; any order with an Order Fulfiller must be placed directly
by Customer with such Order Fulfiller. Customers make the decision as to which
Order Fulfiller they will place an order with (or may choose to place an order
directly with Successful Respondent). Certain Order Fulfillers may only resell
limited products and/or services offered under the Contract.
E. Successful Respondent may qualify Order Fulfillers and their participation under
the Contract provided that: i) any criteria is uniformly applied to all potential
Order Fulfillers based upon Successful Respondent's established, neutrally
applied criteria, ii) the criteria is not based on a particular procurement, and iii) all
Customers are supported under the criteria.
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F. Successful Respondent shall not prohibit any Order Fulfiller from participating in
other procurement opportunities offered through DIR.
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this
Contract upon written authorization by DIR. In addition, Successful Respondent may
remove Order Fulfillers at any time throughout the term ❑f the Contract upon written
notice to DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must
make a good faith effort to revise its Subcontracting Plan in accordance with the State's
Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall
provide ❑IR with its updated Subcontracting Plan and the Order Fulfillers information
listed above.
8.4 Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 NOTIFICATION
All notices under this Contract shall be sent to a party at the respective address
indicated below.
If sent to the State:
Lisa Massock or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 1511 St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: lisa.massock@dir.texas.gov
If sent to Successful Respondent:
Dap❑ Lawal
Oracle America, Inc
1910 Oracle Way
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Reston, VA 20190
Phone: (763)364-6676
dapo.lawal@oracle.com
10 SOFTWARE LICENSE, LEASE, AND SERVICE AGREEMENTS
10.1 General Agreement
A. A Customer's acquisition of Products or Service Offerings under this Contract
shall be on the terms set forth herein and in the General Terms (Appendix D to
the Contract), the applicable Schedule thereto (Schedules to the General Terms
are incorporated as Appendices E through H to the Contract) and the applicable
Order Form.
B. A Customer's compliance with the General Terms and the Schedule(s) and Order
Form(s) applicable to their acquisitions under the Contract is the responsibility of
the Customer, and DIR shall not be responsible for any Customer's compliance
with the foregoing. If DIR purchases Products or Service Offerings for its own use
under the Contract, it shall be responsible for its own compliance with the terms
and conditions contained the General Terms and the Schedule(s) and Order
Form(s) applicable to its purchase.
11 CONFLICTING OR ADDITIONAL TERMS
A. The terms and conditions of this Contract and a Customer's Purchase Order shall
take precedence over any additional conflicting or additional terms in any
additional service agreements, statement of work, and any other provisions,
terms, conditions, and license agreements, including those which may be affixed
to or accompany software upon delivery (sometimes called shrink-wrap or click -
wrap agreements), and any linked or supplemental documents (other than those
agreed to in an applicable Purchase Order), which may be proposed, issued, or
accepted by Successful Respondent and Customer in addition to this Contract
and the applicable Purchase Order (such additional agreements, "Additional
Agreements"), regardless of when such Additional Agreements are proposed,
issued, or accepted by Customer. The terms and conditions of this Contract shall
take precedence over any conflicting terms in a Purchase Order (including
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without limitation any linked or supplemental documents referenced or
incorporated therein) t❑ the extent provided in Section 1.3, Order of Precedence,
of the Contract. Notwithstanding the foregoing, it is Customer's responsibility to
review any Additional Agreements to determine if Customer accepts such
Additional Agreement. If Customer does not accept such Additional Agreement,
Customer shall be responsible for negotiating any changes thereto.
B. Unless otherwise provided in an applicable Purchase Order, any update or
amendment to an Additional Agreement shall only apply to Purchase Orders for
the associated product or service offering after the effective date of such update
❑r amendment; provided that, if Successful Respondent has responded to a
Customer's solicitation or request for pricing, any subsequent update ❑r
amendment to an Additional Agreement may only apply to a resulting Purchase
Order to the extent provided in any resulting Purchase Order that is executed.
C. Successful Respondent shall not require any Additional Agreement that: i)
diminishes the rights, benefits, or protections of Customer, or that alters the
definitions, measurements, ❑r method for determining any authorized rights,
benefits, ❑r protections of Customer, under the terms of this Contract and the
applicable Purchase Order; or ii) imposes additional costs, burdens, ❑r obligations
upon Customer beyond those included in the applicable Purchase Order, or that
alters the definitions, measurements, or method for determining any authorized
costs, burdens, ❑r obligations upon Customer under this Contract and the
applicable Purchase Order.
D. If Successful Respondent attempts to d❑ anything prohibited by the foregoing,
the prohibited documents will be void and inapplicable to this Contract or the
Purchase Order between Successful Respondent and Customer, and Successful
Respondent will nonetheless be obligated to perform such Purchase Order
without regard to the prohibited documents, unless Customer elects instead to
terminate such Purchase Order, which in such case may be identified as a
termination for cause against Successful Respondent.
12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND
CONDITIONS
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1. Section 1, Contract Scope, is hereby replaced in its entirety with the following:
Section 1 Contract Scope
Successful Respondent shall provide the products and/or services specified in the
Contract for purchase by Customers. Terms used in this document shall have the
meanings set forth below in Section 3, Definitions. Terms used but not defined
herein shall have the meaning ascribed to them elsewhere in the Contract and its
Appendices as appropriate.
2. Section 3.4, Customer, is hereby replaced in its entirety with the following:
3.4 Customer
a. Any Texas state agency, unit ❑f local government, institution ❑f higher
education as defined in Section 2054.003, Texas Government Code, the
Electric Reliability Council of Texas, the Lower Colorado River Authority, a
private school, as defined by Section 5.001, Education Code, a private or
independent institution of higher education, as defined by Section 61.003,
Education Code, a volunteer fire department, as defined by Section
152.001, Tax Code, and those state agencies purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter
771, Texas Government Code, any local government as authorized through
the Interlocal Cooperation Act, Chapter 791, Texas Government Code, a
public safety entity, as defined by 47 U.S.C. Section 1401, or a county
hospital, public hospital, or hospital district, the state agencies and political
subdivisions ❑f other states as authorized by Section 2054.0565, Texas
Government Code, and, except for telecommunications services under
Chapter 2170, Texas Government Code, assistance organizations as
defined in Section 2175.001:
A. A non-profit organization that provides educational, health or human
services or assistance to homeless individuals;
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B. A nonprofit food bank that solicits, warehouses, and redistributes edible
but unmarketable food to an agency that feeds needy families and
individuals;
C. Texas Partners of the Americas, a registered agency with the Advisory
Committee on Voluntary Foreign Aid, with the approval of the Partners of
the Alliance Office of the Agency for International Development;
D. A group, including a faith -based group, that enters into a financial or
non -financial agreement with a health or human services agency to
provide services to that agency's clients;
E. A local workforce development board created under Section 2308.253,
Texas Government Code;
F. A nonprofit organization approved by the Supreme Court of Texas that
provides free legal services for low-income households in civil matters;
G. The Texas Boll Weevil Eradication Foundation, Inc., or an entity
designated by the commissioner of agriculture as the foundation's
successor entity under Section 74.1 B11, Texas Agriculture Code;
H. A nonprofit computer bank that solicits, stores, refurbishes and
redistributes used computer equipment to public school students and
their families; and
I. A nonprofit organization that provides affordable housing.
b. For the avoidance of doubt, this list identifies entities that are eligible by
law but does not obligate Successful Respondent to make sales to any
particular Customer.
3. Section 3.8, Invoice, is hereby replaced in its entirety with the following:
91:11111NOM
Refers to an instrument submitted by Successful Respondent for payment of
products or services.
4. Section 3.9, Purchase Order, is hereby replaced in its entirety with the following:
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3.9 Purchase Order
Refers to the agreement, comprised of the Order Form and, if agreed upon
and signed by both Successful Respondent and Customer, any Statement of Work or
Encumbering Document entered into in connection therewith, for a purchase of
products or services under the Contract.
5. Section 3.15, Order Form, is hereby added as follows:
3.15 Order Form
Refers to Successful Respondent's ordering document forms to be used by
Customer when placing an order. An Order Form for a specific transaction may include
negotiated terms applicable to the transaction and requires the signature of the
Customer and (except in the case of an Order Form for technical support renewal on the
terms issued by Successful Respondent ❑r the Order Fulfiller) Successful Respondent (for
Order Forms placed with Successful Respondent) ❑r the Order Fulfiller (for Order Forms
placed with an Order Fulfiller).
6. Section 3.16, Encumbering ❑ocument, Is hereby added as follows:
3.16 Encumbering Document
Refers to Customer's fiscal form or format or other document used by
Customer to evidence the appropriation of funds for the purchase of products or
services from Successful Respondent under the Contract, including but not limited to a
formal written purchase order, procurement card, electronic purchase order, or another
authorized instrument.
7. Section 4.2, Modification ❑f Contract Terms and/or Amendments, is hereby replaced
in its entirety with the following:
4.2 Modification of Contract Terms and/or Amendments
A. The terms and conditions of the Contract shall govern all transactions
by Customers under the Contract. The Contract may only be modified or amended upon
mutual written agreement ❑f ❑IR and Successful Respondent.
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B. DIR may amend the Contract upon thirty (30) calendar days written
notice to Successful Respondent without the need for Successful Respondent's written
consent: i) as necessary to satisfy a regulatory requirement imposed upon DIR by a
governing body with the appropriate authority; or ii7 as necessary to satisfy a procedural
change due to DIR system upgrades or additions. Successful Respondent may terminate
the Contract, with an effective date of termination to be determined by Successful
Respondent, upon written notice to DIR within 50 days of the effective date of such
amendment.
C. Customers shall not have the authority to modify the terms of the
Contract; however, additional Customer terms and conditions that do not conflict with
the Contract or that are more beneficial to the Customer, and are acceptable to
Successful Respondent, may be added in a Purchase Order and given effect. No
additional term or condition added in a Purchase Order issued by a Customer can
conflict with or diminish a term or condition of the Contract that takes precedence over
the Purchase Order (as determined by Section 1.3, Order of Precedence, of the
Contract). Pre-printed terms and conditions on any Encumbering Document issued by
Customer hereunder will have no force and effect.
D. Customer(s) and Successful Respondent may negotiate and enter into
written agreements regarding statements of work, service level agreements, remedies,
acceptance criteria, information confidentiality and security requirements, and other
terms specific to their Purchase Orders under the Contract.
8. Section 4.4, Assignment, is hereby replaced in its entirety with the following:
4.4 Assignment
A. DIR or Successful Respondent may assign the Contract without prior
written approval to: i) a successor in interest (for DIR, another state agency as
designated by the Texas Legislature), ii} a subsidiary, parent company or affiliate, or in
connection with a merger, consolidation, acquisition, internal restructuring or sale of all
or substantially all of the assets of Successful Respondent, or iii) as necessary to satisfy a
regulatory requirement imposed upon a party by a governing body with the appropriate
authority. Notwithstanding the foregoing, (i) Successful Respondent may not assign its
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rights under the Contract if such assignment is prohibited by law, nor may Successful
Respondent assign its rights to any entity which is prohibited from contracting with DIR
or the State of Texas and (ii) if it is determined by DIR that the assignment requires
consent pursuant to Section 2262.056(b) and DIR does not ultimately consent to the
assignment, retroactive to the date thereof, the Contract shall be deemed to have been
terminated for convenience by DIR effective immediately prior to such assignment.
B. A Customer may assign a Purchase Order issued under the Contract
without prior written approval to: i) a successor in interest (another state agency as
designated by the Texas Legislature), or ii) as necessary to satisfy a regulatory
requirement imposed upon a party by a governing body with the appropriate authority.
C. Except as provided in Section 4.4 above, neither Successful Respondent
nor DIR shall assign its rights under the Contract or delegate the performance of its
duties under the Contract without prior written approval from the other party. Any
attempted assignment in violation of this provision is void and without effect. Except as
provided in Section 4.4.13 above or the applicable Purchase Order, a Customer may not
assign a Purchase Order or give or transfer the Programs, Operating Systems, Integrated
Software or Service Offerings or an interest in them to another individual or entity
without the prior written consent of Successful Respondent. Such consent will not be
unreasonably withheld.
7. Section 4.5, Survival, is hereby replaced in its entirety with the following:
4.5 Survival
All applicable Statements of Work that were entered into between
Successful Respondent and a Customer under the terms and conditions of the Contract
shall survive the expiration or termination of the Contract. All Purchase Orders issued
and accepted by Successful Respondent shall survive expiration or termination of the
Contract for the term of the Purchase Order, unless the Customer terminates the
Purchase Order sooner in accordance with the termination provisions of the Contract.
However, regardless of the term of the Purchase Order, no Purchase Order shall survive
the expiration or termination of the Contract for more than three (3) years. In all
instances of termination or expiration and no later than five (5) days after termination or
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expiration or upon DIR request, Successful Respondent shall provide a list, in accordance
with the format requested by ❑IR (i.e., Excel, Word, etc.), of all surviving Statements of
Work and Purchase Orders to the DIR Contract Manager and shall continue to report
sales and pay the DIR Administrative Fees for the duration of all such surviving
Statements of Work and Purchase Orders. Rights and obligations under the Contract
which by their nature should survive, including, but not limited to the ❑IR Administrative
Fee and any and all payment obligations invoiced prior to the termination or expiration
hereof, obligations ❑f confidentiality; and indemnification will remain in effect.
9. Section 4.6, Choice of Law, is hereby replaced in its entirety with the following:
4.6 Choice of Law
The Contract shall be governed by and construed in accordance with the
laws ❑f the State of Texas, without regard to the conflicts of law provisions. In any
litigation where any state agency is a party, and subject to the requirements of Chapter
2260, Texas Government Code, the exclusive venue of any such suit arising under the
Contract is fixed in the state courts of Travis County, Texas. If litigation does not involve
any state agency, then venue is fixed in the state courts of the Texas county where the
Customer is primarily situated or where Customer and Successful Respondent have
agreed in the applicable Purchase Order, unless the specific venue is otherwise
identified in a statute which directly names ❑r otherwise identifies its applicability to the
Customer. If a Texas state court does not have jurisdiction over an action, including
claims where a federal court has exclusive ❑r original jurisdiction, the exclusive forum
shall be in the U.S. District Court for the Western District of Texas unless otherwise
agreed to between Customer and Successful Respondent. Regardless of any provision
anywhere in the Contract, no state agency or other Customer in any manner waives any
defense or immunity whatsoever.
14. Section 4.9, ❑ata Location, is hereby replaced in its entirety with the following:
4.9 ❑ata Location
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Regardless of any other provision of the Contract or its incorporated or
referenced documents, all data for State of Texas Customers shall be processed,
accessed, viewed, transmitted, and received by the Successful Respondent always and
exclusively within the contiguous United States, provided that State of Texas Customers
can specifically elect otherwise in a Purchase Order. "Support Data," defined as data
collected and maintained by Successful Respondent when a Customer submits requests
for support and troubleshooting services, including information about the solutions and
other details about the support incident and interaction; configuration support data;
performance monitoring data; and security threat data (threat intelligence data, URLs,
metadata, netflow data, and origin and nature of malware) necessary to enable
provisioning of the services, including security features of the solutions, shall not be
subject to this requirement, unless otherwise requested by a Customer. For all
Customers outside the State of Texas' jurisdiction, the question of data location shall be
at the discretion of such Customers. NOTE: CUSTOMERS SHOULD CONSIDER WHETHER
THEY REQUIRE CONTIGUOUS US -ONLY DATA LOCATION AND HANDLING AND MAKE
ORACLE AWARE OF THEIR REQUIREMENTS.
11. Section 5, Intellectual Property Matters, is hereby replaced in its entirety with the
following:
5 Intellectual Property Matters
The Contract does not contemplate, authorize, or support the
development or acquisition of custom software products or custom software
development services.
12. Section 5, Subsection A, is hereby replaced in its entirety with the following:
A. Under Texas Government Code Chapter 2054, Subchapter M, and DIR
implementing rules, DIR and certain Customers must procure electronic and information
resources that comply with current accessibility standards when products or services are
available in the commercial marketplace or when products are developed in response to
procurement solicitations. The Parties acknowledge and agree that accessibility
requirements are subject to modification by relevant legislative bodies.
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i) Successful Respondent shall provide Customer with access to available
and published information regarding Successful Respondent's products and services to
permit Customer to determine whether products and services available pursuant to the
Contract and any associated Purchase Order comply with the Customer's accessibility
requirements.
ii) The extent to which an Oracle product is, prior to any customizations,
capable of providing comparable access to individuals with disabilities consistent with
the applicable provisions of the Architectural and Transportation Barriers Compliance
Board standards set out in 36 C F R Part 1194 (known as 'Section 508'), effective as of
June, 2001, or the Revised version in Appendix A (known as 'Revised Section 508')
effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG)
version 2.0 level AA, or the Web Content Accessibility Guidelines (WCAG) version 2.1
level AA as indicated by the dependencies, comments and exceptions (some of which
may be significant, if any) noted on the applicable Accessibility Conformance Report
(ACR) based on the Voluntary Product Accessibility Templates (VPAT) available at
www.oracle.com/accessibility for each product, when they are used in accordance with
Oracle's associated documents and other written information, and provided that any
assistive technologies and any other products used with them properly interoperate
with them. In the event that no ACR is available for a particular Oracle product, please
contact the Oracle Accessibility Program Office at accessible_ww@oracle.com. In some
cases, the outcome may be that a product is still being evaluated for accessibility, may
be scheduled to meet accessibility standards in a future release, or may not be
scheduled to meet accessibility standards at all. Oracle Support customers with
disabilities may use the online My Oracle Support or call Oracle Support at
1.800.223.1711. Hearing -impaired customers in the U.S. who wish to speak to an Oracle
Support representative may use a telecommunications relay service (TRS). Information
about the TRS is available at https://www.fcc.gov/file/l5195/download (PIDF), and a list
of telephone numbers is available at http://www.fcc.gov/cgb/dro/trsphonebk.html.
International hearing -impaired customers should use the TRS at +1.605.224.1837. Oracle
Support will respond to product accessibility issues according to the current Technical
Support Policies. No other terms, conditions, statements or any other such
representations regarding or related to accessibility shall apply to the Oracle products
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provided under this agreement. Oracle cannot make any commitments about future
product directions, including plans to address accessibility or the availability of ACRs.
Product direction remains at the sole discretion of Oracle.
13. Section 5.13, Subsection iii, is hereby replaced in its entirety with the following:
iii} Successful Respondent agrees to coordinate all State agency commodity item
sales through its existing DIR contracts), if any, covering such commodity items.
Institutions ❑f higher education are exempt from this Section.
14. Section 7.1, Service Sale and Support of the Contract, is hereby replaced in its
entirety with the following:
7.1 Service, Sales and Support of the Contract
Successful Respondent shall provide service, sales, and support resources
to serve all Customers. It is the responsibility of Successful Respondent to sell, market,
and promote products and services available under the Contract. Successful Respondent
shall use best efforts to ensure that potential Customers are made aware of the
existence of the Contract. All sales to Customers for products and services under the
Contract shall be in accordance with the Contract.
15. Section 7.3, Accurate and Timely Contract Information, is hereby replaced in its
entirety with the following:
7.3 Accurate and Timely Contract Information
Successful Respondent will use commercially reasonable efforts to ensure
that the website information specified in the above paragraph will be accurately and
completely posted, maintained, and displayed in an objective and timely manner.
Successful Respondent, at its own expense, shall correct any non -conforming ❑r
inaccurate information posted at Successful Respondent's website within ten (10)
business days after written notification by DIR.
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16. Section 7.8, Services Warranty and Return Policies, is hereby replaced in its entirety
with the following:
7.8 Services Warranty and Return Policies
Successful Respondent will adhere to Successful Respondent's warranties
and return policies contained or referenced in the Schedule applicable to the subject
Purchase Order. Such policies for Customers will not be more restrictive or more costly
than warranty and return policies generally made available to other similarly situated
customers for like products and services.
17. Section 7.11, Trade Show Participation, is hereby replaced in its entirety with the
following:
7.11 Trade Show Participation
Successful Respondent may participate in one or more DIR sponsored
trade shows each calendar year. Successful Respondent understands and agrees that
participation, at Successful Respondent's expense, includes providing a manned booth
display or similar presence. DIR will provide four (4) months advance notice of any
requested participation. Successful Respondent must display the DIR logo at any such
requested trade shows that potential Customers will attend. DIR reserves the right to
approve or disapprove of the location or the use of the DIR logo in or on Successful
Respondent's booth.
18. Section 7.14, DIR Cost Avoidance, is hereby replaced in its entirety with the
following:
7.14 DI R Cost Avoidance
As part of the performance measures reported to state leadership, DIR
must provide the cost avoidance the State has achieved through the Contract. Upon
reasonable request by DIR, Successful Respondent shall provide DIR with a detailed
report of a representative sample of products or services sold under the Contract. The
report shall contain part number, product or service description, list price, price to
Customer under the Contract, and to the extent it exists, pricing from three alternative
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sources under which ❑IR Customers can procure the products or services, which may
include any other Successful Respondent contracts with NASPO, GSA, TCPN, or TIP.
19. Section 8.1, Purchase Orders, is hereby replaced in its entirety with the following:
8.1 Purchase Orders
All Purchase Orders will be placed directly with Successful Respondent ❑r Order
Fulfiller. Accurate Purchase Orders shall be effective and binding upon Successful
Respondent when accepted by Successful Respondent.
24. Section 8.2, Invoices, is hereby replaced in its entirety with the following:
8.2 invoices
A. Invoices shall be submitted directly to Customer and shall be issued in
compliance with Chapter 2251, Texas Government Code. All payments for products
and/or services purchased under the Contract and any provision of acceptance of such
services shall be made by the Customer. For Customers that are not subject to Chapter
2251, Texas Government Code, Customer and Successful Respondent or Order Fulfiller,
as applicable, will agree to acceptable terms.
B. Invoices must be timely and accurate. Each invoice must match Customer's
Purchase Order and include ainy written changes that may apply, as it relates to services,
prices, and quantities. Invoices must include the Customer's Purchase Order number or
other pertinent information for verification of receipt of the products and services by the
Customer.
C. The DIR Administrative Fee shall not be broken ❑ut as a separate line item
when pricing ❑r invoice is provided to Customer.
21. Section 8.4, Tax -Exempt, is hereby replaced in its entirety with the following:
8.4 Tax -Exempt
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In accordance with 151.309, Texas Tax Code, Customers that are
governmental entities are exempt from the assessment of State sales, use and excise
taxes. Further, certain Customers are exempt from Federal Excise Taxes in accordance
with 25 United States Code Sections 4253(i) and U}. Customers shall provide evidence ❑f
tax-exempt status to Successful Respondent upon request.
22. Section 8.5, Traven Expense Reimbursement, is hereby replaced in its entirety with
the following:
8.5 Travel Expense Reimbursement
Pricing for services provided under the Contract are exclusive of any travel
expenses that may be incurred in the performance of those services. Travel expense
reimbursement may include personal vehicle mileage or commercial coach
transportation, hotel accommodations, parking and meals; provided, however, the
amount of reimbursement by Customers shall not exceed the amounts authorized for
state employees as adopted by each Customer; and provided, further, that all
reimbursement rates shall not exceed the maximum rates established for state
employees under the current State Travel Management Program
(https://comptroller.texas.gov/purchasing/programs/travel-management/). Travel time
may not be included as part of the amounts payable by Customer for any services
rendered under the Contract. The DIR Administrative Fee is not applicable to travel
expense reimbursement. Anticipated travel expenses must be pre -approved in writing
by Customer, and inclusion of travel expenses in a Purchase Order will serve as approval
of such expenses, subject to any conditions on reimbursement included in such
Purchase Order. Customer reserves the right not to pay travel expenses which are not
pre -approved in writing by the Customer.
23. Section 9.2.2, Detailed Monthly Reports, is hereby replaced in its entirety with the
following:
9.2.2 Detailed Monthly Report
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A. Using the Vendor Sales Report (VSR) portal, Successful Respondent shall
provide DIR with a monthly report in the format required by DIR detailing sales activity
under the Contract for the previous calendar month period. This includes months in
which there are no sales. Reports may be submitted between the first (1st) and the
fifteenth (15th) of each month and are due no later than the fifteenth (15th) calendar
day of the month following the month of the sale. If the 151h calendar day falls on a
weekend or state or federal holiday, the report shall be due on the next business day.
Per transaction, the monthly report shall include, at a minimum: the detailed sales for
the period, Customer name, invoice date, invoice number, description, quantity, MSRP
or List Price (if available), unit price, extended price, Customer Purchase Order number,
contact name, Customer's complete billing address, the estimated DIR Administrative
Fee for the reporting period, subcontractor name, EPEAT designation (if applicable),
configuration (if applicable), contract discount percentage, actual discount percentage,
negotiated contract price (if fixed price is offered instead of discount off of MSRP), and
other information as required by DIR. Each report must contain all information listed
above per transaction or the report will be rejected and returned to Successful
Respondent for correction in accordance with this Section.
B. Successful Respondent shall report in a manner required by DIR which is
subject to change dependent upon ❑IR's business needs. Failure to do so may result in
Contract termination.
24. Section 9.3, Records and Audits, is hereby replaced in its entirety with the following:
9.3 Records and Audits
A. Acceptance of funds under the Contract by Successful Respondent
and/or Order Fulfiller acts as acceptance ❑f the authority of the State Auditor's Office, or
any successor agency, to conduct an audit or investigation in connection with those
funds. Successful Respondent further agrees to cooperate fully with the State Auditor's
Office or its successor in the conduct of the audit or investigation, including providing
all records requested. Successful Respondent shall ensure that this clause concerning
the authority to audit funds received indirectly by subcontractors through Successful
Respondent or directly by Order Fulfillers and the requirement to cooperate is included
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in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under
the direction of the Legislative Audit Committee, a vendor that is the subject of an audit
or investigation by the State Auditor's Office must provide the State Auditor's Office
with access to any information the State Auditor's Office considers relevant to the
investigation or audit.
B. Successful Respondent and Order Fulfillers shall maintain adequate
records to establish compliance with the Contract until the later ❑f a period of seven 7)
years after termination of the Contract or until full, final and unappealabie resolution of
all Compliance Check or litigation issues that arise under the Contract, whichever is later.
Such records shall include per transaction: Order Fulfiller name if applicable, Customer
name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price,
extended price, Customer Purchase Order number, contact name, Customer's complete
billing address, the calculations supporting each administrative fee owed DIR under the
Contract, Historically Underutilized Businesses Subcontracting reports, and such other
documentation as DIR may request.
C. Successful Respondent shall grant access to all paper and electronic
records, books, documents, accounting procedures, practices, customer contracts,
agreements, purchase orders and statements ❑f work entered into for purchases under
this Contract, and any other items relevant to the performance of the Contract to the
DIR Internal Audit department or DIR Contract Management staff, including the
Compliance Checks designated by the DIR Internal Audit department, DIR Contract
Management staff, the State Auditor's Office, and of the United States, and such other
persons or entities designated by DIR for the purposes of inspecting, Compliance
Checking, and/or copying such books and records.
❑. Successful Respondent shall provide copies and printouts requested by
❑IR without charge. ❑IR shall use best efforts to provide Successful Respondent ten (10)
business days' notice prior to inspecting, Compliance Checking, and/or copying
Successful Respondent's records. Successful Respondent's records, whether paper or
electronic, shall be made available during regular office hours. Successful Respondent
personnel familiar with Successful Respondent's books and records shall be available to
the ❑IR Internal Audit department, or DIR Contract Management staff and designees as
needed. If Successful Respondent is found to be responsible for inaccurate reports, DIR
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may invoice for the reasonable costs of the audit, which Successful Respondent must
pay within thirty (30) calendar days ❑f receipt.
E. For procuring State Agencies whose payments are processed by the
CPA, the volume of payments made to Order Fulfillers through the CPA and the
administrative fee based thereon shall be presumed correct unless Successful
Respondent can demonstrate to DIR's satisfaction that Successful Respondent's
calculation of DIR's administrative fee is correct.
25. Section 10.1.1, Indemnification, is hereby replaced in its entirety with the following.
10.1 Indemnification
10.1.1 Indemnities by Successful Respondent for Cloud Services:
For all Cloud Services purchases governed by Oracle Schedule C, the following
indemnification obligations apply:
A. Successful Respondent shall indemnify DIR, the State of Texas, and
Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
REPRESENTATIVES, CONTRACTORS, SUCCESSORS, ASSIGNEES AND/OR
DESIGNEES (I.E., PARTIES DESIGNATED AS AN INDEMNIFIED PARTY IN THE
APPLICABLE PURCHASE ORDER OR OTHER WRITTEN AGREEMENT SIGNED BY
ORACLE AND THE CUSTOMER) FROM ANY AND ALL THIRD -PARTY
ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED LIABILITIES,
COSTS, ATTORNEY FEES, AND EXPENSES AWARDE❑ BY A COURT TO THE
THIRD PARTY OR INCLUDED IN A SETTLEMENT AG REED TO BY SUCCESSFUL
RESPONDENT (such agreement shall not be unreasonably withheld) arising
out of, resulting from, ❑r related to:
(i) any and all third party claims alleging infringement of United States
patents, copyrights, trade and service marks, and any other intellectual
or intangible property rights (an "Infringement") by products or services
furnished in ❑r in connection with the performance of the Contract and
any Purchase Orders issued under the Contract, subject to and in
accordance with Section 10.1.3;
(ii) any and all third party claims arising from any unauthorized access to
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DIR data, Customer data, confidential information of DIR or Customer, or
any other protected or regulated data, if the unauthorized access was
caused by a material breach of Successful Respondent's security
practices incorporated into the applicable Purchase Order (including a
material breach resulting from actions of its Third -Party Providers or
subcontractors);
(iii) any claim related to tax liability, unemployment insurance or workers'
compensation, or expectations of benefits, by Successful Respondent's
employees, representatives, agents, or subcontractors arising out of
performance of the Contract and any Purchase Orders issued under the
Contract.
5I 1 IsIN*1�y1IJ111111Oki �yli7►117a►1r_1►19111:I: Eito] :1tto] ►►►Ia akwTATO Okia2to] 1N: 041Ry:1
IIIAIaWATIT1 Oki IaIa►1►[6]1142lei : F,[N:Eel 1:la y_1►19jlei 911:ZiIW_1►VA61toIN:[NI_11►►I
C. This Section is not intended to and shall not be construed to require Successful
Respondent to indemnify or hold harmless the State, DIR, or Customers for any
claims or liabilities resulting from the negligent acts or omissions of DIR,
Customers, or their employees.
10.1.2 Indemnities by Successful Respondent for All Other Offerings:
For all other products and services sold through this Contract, the following
indemnification obligations apply:
A. Successful Respondent shall indemnify DIR, the State of Texas, and
Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUCCESSORS,
ASSIGNEES, AND/OR DESIGNEES (I.E., PARTIES DESIGNATED AS AN
INDEMNIFIED PARTY IN THE APPLICABLE PURCHASE ORDER OR
OTHER WRITTEN AGREEMENT SIGNED BY ORACLE AND THE
CUSTOMER) FROM ANY AND ALL THIRD -PARTY ACTIONS, CLAIMS,
DEMANDS OR SUITS, AND ALL RELATED LIABILITIES, COSTS,
ATTORNEY FEES, AND EXPENSES AWARDED BY A COURT TO THE
THIRD PARTY OR INCLUDED IN A SETTLEMENT AGREED TO BY
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SUCCESSFUL RESPONDENT arising out of, resulting from, or related to:
(i) any acts or omissions of Successful Respondent, its employees, or Third
Party Providers in or in connection with the execution or performance of
the Contract and any Purchase Orders issued under the Contract;
(ii) any and all third party claims alleging infringement of United States
patents, copyrights, trade and service marks, and any other intellectual
or intangible property rights (an "Infringement") by products or services
furnished in or in connection with the performance of the Contract and
anyPurchase Orders issued under the Contract, subject to and in
accordance with Section 10.1.3;
(iii) any and all third party claims arising from any unauthorized access to
DIR data, Customer data, confidential information of DIR or Customer, or
any other protected or regulated data, if the unauthorized access was
caused by a material breach of Successful Respondent's security
practices incorporated into the applicable Purchase Order (including a
material breach resulting from actions of its Third -Party Providers or
subcontractors); and
(iv) any claim related to tax liability, unemployment insurance or workers'
compensation, or expectations of benefits by Successful Respondent's
employees, representatives, agents, or subcontractors arising out of
performance of the Contract and any Purchase Orders issued under the
Contract.
f: Y�I�Iy�Y•IM4:1�y1i7►11]a►1r=1►1111111:I0iM011to] ►►►Ia:M_[e]: am114Jto] Oki ►1G1:■II►►IaWA
WRITTEN NOTICE TO EACH OTHER AND TO DIR OF ANY SUCH CLAIM.
C. This Section is not intended to and shall not be construed to require Successful
Respondent to indemnify or hold harmless the State, DIR, or Customers for any
claims or liabilities resulting from the negligent acts or omissions of DIR,
Customers, or their employees.
10.1.3 Infringement
A. Successful Respondent shall defend and indemnify DIR, the State of Texas, and
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Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
REPRESENTATIVES, CONTRACTORS, SUCCESSORS, ASSIGNEES AND/OR
DESIGNEES (I.E., PARTIES DESIGNATED AS AN INDEMNIFIED PARTY IN THE
APPLICABLE PURCHASE ORDER OR OTHER WRITTEN AGREEMENT SIGNE❑ BY
ORACLE AN D TH E CUSTOM ER) FROM ANY AN D ALL THI RD PARTY CLAI MS OF
INFRINGEMENT DESCRIBED IN SECTIONS 10.1.1(A)(i) AND 10.1.2(A)(ii);
SUCCESSFUL RESPONDENT SHALL BE LIABLE TO PAY ALL COSTS OF ITS
DEFENSE AND ALL RELATE❑ LIABILITIES, COSTS, ATTORNEYS FEES, AND
EXPENSES AWARDED BY A COURT TO THE THIRD PARTY OR INCLUDE❑ IN A
SETTLEMENT AGREED TO BY SUCCESSFUL RESPONDENT. THE DEFENSE SHALL
BE COORDINATED BY SUCCESSFUL RESPONDENT WITH THE OFFICE OF THE
ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING CONCURRENCE
FROM THE OFFICE OF THE ATTORNEY GENERAL.
B. If Successful Respondent becomes aware of an actual or potential claim of an
Infringement, ❑r Customer provides Successful Respondent with notice of an
actual or potential claim of an Infringement, Successful Respondent may (or in
the case of an injunction against Customer, shall), at Successful Respondent's
soleexpense: (i) procure for Customer the right to continue to use the affected
portion of the product ❑r service, or (ii) modify or replace the affected portion
of the product or service with functionally equivalent or superior product or
service so that Customer's use is non -infringing or (iii) if these options are not
commercially reasonable, end the license for, and require the return of, the
affected portion of the product ❑r service and refund any unused, prepaid fees
the Customer may have paid for it. If such return materially affects Successful
Respondent's ability to meet its obligations under the relevant Purchase Order,
then Successful Respondent may at its option terminate the Purchase Order
upon thirty days' prior written notice.
C. Successful Respondent shall have no liability under Section 10.1.1(A)(i),
10.1.2(A)(ii) and this Section 10.1.3 to the extent the alleged infringement is
caused by: (i) use ❑f the product or service in combination with any software,
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data, hardware, material, or service not provided by Successful Respondent
under the Contract; (ii) use of the product or service outside of the scope of
use identified in the applicable user or program documentation services
specifications; (iii) any modification made to the product without Successful
Respondent's written approval; (iv) any modification made to the product by
the Successful Respondent pursuant to Customer's specific instructions; (v) any
use of the product or service by Customer that is not in conformity with the
terms of any applicable license agreement; or (vi) if the Customer uses a
version of product or service which has been superseded via a patch, update,
upgrade, fix or similar method or process made available to the customer and
the Customer fails to use such newer version of the product or service after the
Customer has been notified in writing of the new version. For the avoidance of
doubt, the foregoing sentence does not limit Respondent's liability for any
claim of infringement (or any portion of a claim of infringement) where any of
the circumstances listed as items (i) through (vi) above are present, but are not
the cause of the alleged infringement.
D. Successful Respondent will transfer to Customer any third party intellectual
property infringement indemnification for non -Oracle Branded products,
software, and services delivered under the Contract and transferable to
Customer.
E. For the avoidance of doubt, Section 10.1.1(A)(i), Section 10.1.2(A)(ii), and this
Section 10.1.3. d❑ not apply to infringement claims with respect to Covered
Programs (as defined in Appendix H - Schedule OSSS — Oracle Open Source
Support Services).
F. THIS SECTION 10.1.3 PROVIDES CUSTOMER'S EXCLUSIVE REMEDY FOR ANY
INFRINGEMENT CLAIMS OR DAMAGES DESCRIBED IN Sections 10.1.1(A)(i) or
10.1.2(A)(ii) (EXCEPT WITH RESPECT TO COVERED PROGRAMS AS PROVIDED
IN APPENDIX H),
G. The parties hereby clarify that with respect to Cloud Services, Successful
Respondent will not indemnify Customer to the extent that an infringement
claim is based on Third Party Content (as defined in Appendix F (Schedule C —
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Cloud Services}} or any material from a third party portal or other external
source that is accessible to Customer within or from the Services (e.g., a social
media post from a third party blog or forum, a third party Web page accessed
via a hyperlink, etc.), Successful Respondent will not indemnify Customer for
infringement caused by such Customer's actions against any third party if the
Cloud Services as delivered to such Customer and used in accordance with the
terms of this Contract would not otherwise infringe any third party intellectual
property rights. With respect to Cloud Services, the infringement
indemnification does not include Separately Licensed Third Party Technology
(as defined in Appendix ❑ (General Terms — Public Sector)}. Solely with respect
to Separately Licensed Third Party Technology that is part of or is required to
use the Cloud Services and that is used (a) in unmodified form, (b) as part of or
as required to use the Cloud Services, and (c) in accordance with the usage
grant for the relevant Cloud Services and all other terms and conditions of this
Contract, Successful Respondent will indemnify Customer for infringement
claims for Separately Licensed Third Party Technology to the same extent as
Successful Respondent is required to provide infringement indemnification
under the terms of this Contract. Solely with respect to Hardware Devices (as
defined in Section 12 of Appendix F — Schedule C of the Contract) if Successful
Respondent believes or it is determined that the Hardware device may have
violated a third party`s intellectual property rights, Successful respondent may
choose to either replace or modify the Hardware Device (or portion thereof) to
be non -infringing (while substantively preserving its utility or functionality or
obtain a right to allow for continued use, or if these alternatives are not
commercially reasonable, may remove the applicable Hardware Device (or
portion thereof) and refund the net book value for the Hardware Device.
26. Section 10.2, Property ❑amage, is hereby replaced in its entirety with the following:
10.2 Property ❑amage
IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY TANGIBLE OR
REAL PROPERTY OF CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE,
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MISCONDUCT, WRONGFUL ACT OR OMISSION ON THE PART OF SUCCESSFUL
RESPONDENT'S EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS
WHILE PROVIDING ON -SITE SERVICES UNDER THE CONTRACT, SUCCESSFUL
RESPONDENT SHALL PAY FOR COST OF EITHER REPAIR, RECONSTRUCTION, OR
REPLACEMENT OF SUCH PROPERTY. ANY UNDISPUTED COST SHALL BE DUE AND
PAYABLE BY SUCCESSFUL RESPONDENT WITHIN NINETY (90) CALENDAR DAYS AFTER
THE RECEIPT BY SUCCESSFUL RESPONDENT OF WRITTEN NOTICE OF CUSTOMER'S
DETERMINATION OF THE AMOUNT DUE.
27. Section 10.4, Successful Respondent Certifications, is hereby replaced in its entirety
with the following:
10.4 Successful Respondent Certifications.
A. Successful Respondent represents and warrants that, in accordance with
Section 2155.005, Texas Government Code, neither Successful Respondent nor the firm,
corporation, partnership, or institution represented by Successful Respondent, or
anyone acting for such a firm, corporation or institution has (1) violated any provision of
the Texas Free Enterprise and Antitrust Act of 1983,Chapter 15 of the Texas Business and
Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly
the contents of this Response to any competitor or any other person engaged in the
same line of business as Successful Respondent.
B. Successful Respondent hereby certifies, represents, and warrants, on
behalf of Successful Respondent that:
i) it has not given, offered to give, and do not intend to give at any
time hereafter any economic opportunity, future employment, gift, loan, gratuity, special
discount, trip, favor, or service to a public servant in connection with the Contract;
ii) it is not currently delinquent in the payment of any franchise tax
owed the State and is not ineligible to receive payment under Section 231.006, Texas
Family Code, and acknowledge the Contract may be terminated and payment withheld if
this certification is inaccurate;
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iii) neither it, nor any of its employees acting for it, has violated the
antitrust laws of the United States or the State, nor communicated directly or indirectly
to any competitor or any other person engaged in such line of business for the purpose
of obtaining an unfair price advantage;
iv} it has not received payment from DI or any of its employees for
participating in the preparation of the Contract;
v) under Section 2155.004, Texas Government Code, the individual
or business entity named in the Contract is not ineligible to receive the Contract and
acknowledges that the Contract may be terminated and payment withheld if this
certification is inaccurate;
vi) to the best of its knowledge and belief, there are no suits or
proceedings pending or threatened against or affecting Successful Respondent, which if
determined adversely to Successful Respondent, will have a material adverse effect on
the ability to fulfill its obligations under the Contract;
vii) Successful Respondent and its principals are not suspended or
debarred from doing business with the federal government as listed in the System for
Award Management(SAM) maintained by the General Services Administration, nor is
Successful Respondent subject to any Federal Executive Orders issued banning certain
entities or countries.
viii) as of the Effective Date, it is not listed in any of the Divestment
Statute Lists published on the Texas State Comptroller's
we bsite(https://com ptro I I e r.texas.g ov/pu rcha si ng/pu b I i cati o ns/d ivest me nt. p h p);
ix} in the performance of the Contract, Successful Respondent shall
purchase products and materials produced in the State of Texas when available at the
price and time comparable to products and materials produced outside the state, to the
extent that such is required under Section 2155.4441, Texas Government Code;
x) Reserved;
xi) to the extent Successful Respondent owes any debt including,
but not limited to, delinquent taxes, delinquent student loans, and child support owed
to the State of Texas, any payments or other amounts Successful Respondent is
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otherwise owed under the Contract may be applied toward any debt Successful
Respondent owes the State of Texas until the debt is paid in full;
xii) it is in compliance Section 669.003, Texas Government Code,
relating to contracting with executive head of a state agency;
xiii) the provision of goods and services or other performance under
the Contract will not constitute an actual or potential conflict of interest and certify that
Successful Respondent will not reasonably create the appearance of impropriety, and, if
these facts change during the course of the Contract, certify Successful Respondent shall
disclose the actual or potential conflict of interest and any circumstances that create the
appearance of impropriety;
xiv) under Section 2155.006 and Section 2261.053, Texas
Government Code, it is not ineligible to receive the Contract and acknowledges that the
Contract may be terminated and payment withheld if this certification is inaccurate;
xv) it has complied with the Section 556.0055, Texas Government
Code, restriction on lobbying expenditures. In addition, Successful Respondent
acknowledges the applicability of Section 2155.444 and Section 2155.4441, Texas
Government Code, in fulfilling the terms of the Contract;
xvi) Customer's payment and their receipt of appropriated or other
funds under this Agreement are not prohibited by Section 556.005 or Section 556.008,
Texas Government Code;
xvii) in accordance with Section 2271.002, Texas Government Code,
by signature hereon, Successful Respondent does not boycott Israel and will not boycott
Israel during the term of the Contract;
xviii) in accordance with Section 2155.0061, Texas Government
Code, the individual or business entity named in the Contract is not ineligible to receive
the Contract and acknowledges that the Contract may be terminated and payment
withheld if this certification is inaccurate;
xix) in accordance with Section 2252.152, Texas Government Code,
it is not identified on a list prepared and maintained under Section 2270.0201
(previously 806.051) or Section 2252.153, Texas Government Code;
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xx) if Successful Respondent is required to make a verification
pursuant to Section 2276.002, Texas Government Code, Successful Respondent verifies
that it does not boycott energy companies and will not boycott energy companies
during the term of the Contract;
xxi) if Successful Respondent is required to make a verification
pursuant to Section 2274.002, Texas Government Code, Successful Respondent verifies
that it (A) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and (B) will not discriminate during
the term of the contract against a firearm entity or firearm trade association;
xxii) under Section 161.0085, Texas Health and Safety Code,
Successful Respondent is not ineligible to receive the Contract;
xxiii) if Successful Respondent is required to make a certification
pursuant to Section 2275.0102, Texas Government Code, (A) Successful Respondent,
including a wholly owned subsidiary, majority -owned subsidiary, parent company, or
affiliate of Successful Respondent, is not owned by or the majority of stock or other
ownership interest of Respondent is not held or controlled by individuals who are
citizens of China, Iran, North Korea, Russia, or a country designated by the Governor as a
threat to critical infrastructure;(B)Successful Respondent, including a wholly owned
subsidiary, majority -owned subsidiary, parent company, or affiliate of Successful
Respondent, is not owned by or the majority of stock or other ownership interest of
Successful Respondent is not held or controlled by a company or other entity, including
a governmental entity, that is owned or controlled by citizens of or is directly controlled
by the government of China, Iran, North Korea, Russia, or a country designated by the
Governor as a threat to critical infrastructure; and (C) Successful Respondent, including a
wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of
Successful Respondent, is not headquartered in China, Iran, North Korea, Russia, or a
country designated by the Governor as a threat to critical infrastructure;
xxiv) If the services to be provided under a Purchase Order include
cloud computing services, Successful Respondent shall comply with the applicable
requirements of the Texas Risk and Authorization Management Program ("TX -RAMP"),
as provided by 1 TAC §§ 202.27 and 202.77, and the TX -RAMP Program Manual
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("Program Manual"), to the extent applicable to maintenance of any level of TXRAMP
Certification required pursuant to the terms of such Purchase Order. To the extent
required by the foregoing, Successful Respondent shall maintain program compliance
and certification throughout the term of such Purchase Order, including providing all
quarterly and ongoing documentation required by the Program Manual and any other
continuous monitoring documentation or artifacts required by the Customer issuing
such Purchase Order. Upon request from DIR or the Customer issuing such Purchase
Order, Successful Respondent shall provide all documents and information necessary to
demonstrate Successful Respondent's compliance with TX -RAMP;
xxv) neither it, nor its holding companies or subsidiaries, is:
(a) Listed in Section 889 of the 2019 National Defense
Authorization Act;
(b) Listed in Section 1260H of the 2021 National Defense
Authorization Act; or
(c) Owned by the government of a country on the U.S.
Department of Commerce's foreign adversaries list under
15 C.F.R. Section 791.4; or
(d) Controlled by any governing or regulatory body located
in a country on the U.S. Department of Commerce's
foreign adversaries list under 15 C.F.R. Section 791.4.; and
xxvi) all information provided by Successful Respondent in or
pursuant to the requirements of the Contract is current and accurate as of the date
provided.
C. During the term of the Contract, Successful Respondent shall promptly
disclose to DIR all changes that occur to the foregoing certifications, representations,
and warranties. Successful Respondent covenants to fully cooperate in the development
and execution of resulting documentation necessary to maintain an accurate record of
the certifications, representations, and warranties and any changes thereto.
D. In addition, Successful Respondent understands and agrees that if
Successful Respondent responds to certain Customer pricing requests, then, in order to
contract with the Customer, Successful Respondent may be required to comply with
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additional terms and conditions or certifications that an individual customer may require
due to state and federal law (e.g., privacy and security requirements).
28. Section 10.5, Ability to Conduct Business in Texas, is hereby replaced in its entirety
with the following:
10.5 Ability to Conduct Business in Texas
Successful Respondent is authorized and validly existing under the laws of its
state of organization and shall be authorized to do business in the State of Texas in
accordance with Texas Business Organization Code, Title 1, Chapter 9. Upon request by
❑IR, Successful Respondent shall provide a certificate of fact or good standing, or similar
applicable document, evidencing Successful Respondent's authorization to d❑ business
in the State of Texas and the validity of Successful Respondent's existence under the
laws of its state of organization.
29. Section 10.6, Equal Opportunity Compliance, is hereby replaced in its entirety with
the following:
10.6 Equal Opportunity Compliance
Successful Respondent agrees to abide by all applicable laws, regulations, and
executive orders pertaining to equal employment opportunity, including federal laws,
and the laws of the State of Texas, and the state in which its primary place of business is
located. In accordance with such laws, regulations, and executive orders, Successful
Respondent agrees that no person in the United States shall, on the grounds of race,
color, religion, national origin, sex, age, veteran status or handicap, be excluded from
employment with or participation in, be denied the benefits of, or be otherwise
subjected to discrimination under any program or activity performed by Successful
Respondent under the Contract. If Successful Respondent is found to be not in
compliance with these requirements during the term of the Contract, Successful
Respondent agrees to take appropriate steps to correct these deficiencies. Upon
reasonable request, Successful Respondent will furnish information regarding its
nondiscriminatory hiring and promotion policies, as well as necessary specific
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information ❑n the composition of its principals and staff, including the identification of
minorities and women in management ❑r other positions with discretionary ❑r decision -
making authority.
30. Section 10.7, Use of Subcontractors, is hereby replaced in its entirety with the
following:
14.7 Use of Subcontractors
If Successful Respondent uses any subcontractors in the performance of the
Contract, Successful Respondent must make a good faith effort in the submission of its
HUB Subcontracting Plan (HSP) in accordance with the State's Policy on Utilization of
Historically Underutilized Businesses (HUB). A revised HSP approved by DIR's HUB Office
shall be required before Successful Respondent can engage additional subcontractors in
the performance of the Contract. A revised HSP approved by ❑IR's HUB Office shall be
required upon removal of subcontractors currently engaged in the performance of the
Contract. Successful Respondent shall remain solely responsible for the performance of
its obligations under the Contract.
31. Section 10.8, Responsibility for Actions, is hereby replaced in its entirety with the
following:
14.8 Responsibility for Actions
A. Successful Respondent is solely responsible for its actions and those of
its agents, employees, or subcontractors, and agrees that neither Successful Respondent
nor any of the foregoing has any authority to act ❑r speak on behalf of DIR ❑r the State.
B. Successful Respondent shall report t❑ the DIR Contract Manager
promptly any change to the information contained in Section 10.4, Successful
Respondent Certifications, of this Appendix A to the Contract. Successful Respondent
covenants to fully cooperate with ❑IR to update and amend the Contract to accurately
disclose employment ❑f current ❑r former State employees and their relatives and/or
the status ❑f conflicts of interest. If the preceding is prevented by law, Successful
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Respondent must provide the fact of the change, the nature of the change, and the
citation to the law preventing further disclosure to DIR.
32. Section 10.14, Security of Premises, Equipment, Data and Personnel, is hereby
replaced in its entirety with the following:
10.10 Security of Premises, Equipment, Data and Personnel
A. Successful Respondent or Third -Party Providers may, from time to time
when performing on -site services during the performance of the Contract, have access
to the personnel, premises, equipment, and other property, including data, information,
files, and materials belonging to a Customer. In performing such on -site services,
Successful Respondent and Third -Party Providers shall preserve the safety, security, and
the integrity of such personnel, premises, equipment, and other property, including
data, information, files, and materials belonging to Customer, in accordance with the
reasonable instruction of Customer which will be provided to Successful Respondent in
advance in writing to the extent practicable and for information, in accordance with all
obligations concerning protection of information included in the applicable Purchase
Order. If Successful Respondent or Third -Party Provider fails to comply with Customer's
security requirements (provided that the Customer provides the security requirements
to Successful Respondent in advance as provided above in this Section), then Customer
may immediately terminate the Purchase Order.
B. If a Purchase Order is subject to Section 2054.138, Texas Government
Code, Successful Respondent shall meet the security controls required by the terms of
such Purchase Order and shall periodically provide to the Customer the evidence
specified therein that Successful Respondent meets such required security controls.
33. Section 10.11, Background and/or Criminal History Investigation, is hereby replaced
in its entirety with the following:
14.11 Background and/or Criminal History Investigation
Prior to commencement of any services, background and/or criminal history
investigation of Successful Respondent's employees and Third -Party Providers who will
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be providing services to the Customer under the Contract may be performed by the
Customer or the Customer may require that Successful Respondent conduct such
background checks. Should any employee or Third -Party Provider of Successful
Respondent who will be providing services to the Customer under the Contract not be
acceptable to the Customer as a result of the background and/or criminal history check,
then Customer may immediately terminate its Purchase Order and related Service
Agreement or request replacement of the employee or Third -Party Provider in question.
In the event that Customer conducts or requires Successful Respondent to conduct a
background check, the terms of such background check will be outlined in the
applicable Purchase Order.
34. Section 10.12, Limitation of Liability, is hereby replaced in its entirety with the
following:
10.12 Limitation of Liability
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TO THE CONTRACT OR ANY PURCHASE ORDER, TO THE EXTENT NOT PROHIBITED BY
THE CONSTITUTION AND THE LAWS OF THE STATE, NONE OF THE PARTIES THERETO
(NOR IN THE CASE OF SUCCESSFUL RESPONDENT, ITS AFFILIATES), SHALL BE LIABLE
TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR
CONSEQUENTIAL DAMAGES, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE.
B. Successful Respondent and a Customer may include in a Purchase Order
a term limiting Successful Respondent's liability for damages in any claim or cause of
action arising under or related to such Purchase Order, provided that any such term may
not limit Successful Respondent's liability in a manner less favorable to the Customer
than the applicable provisions of Sections C through F below.
C. EXCEPT AS SET FORTH IN SECTIONS D, E AND F BELOW, FOR ANY
CLAIM OR CAUSE OF ACTION ARISING UNDER OR RELATED TO THE CONTRACT OR
ANY PURCHASE ORDER, SUCCESSFUL RESPONDENT'S MAXIMUM LIABILITY FOR
DAMAGES OF ANY KIND, WHETHER IN CONTRACT OR TORT, OR OTHERWISE
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• TO THE CUSTOMER, SHALL BE LIMITED TO THE TOTAL AMOUNT
OF FEES CUSTOMER PAID TO SUCCESSFUL RESPONDENT UNDER
THE SCHEDULE GIVING RISE TO THE LIABILITY, AND IF SUCH
❑AMAGES RESULT FROM CUSTOMER'S USE OF PROGRAMS,
HARDWARE OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO
THE FEES PAID AN❑ PAYABLE BY SUCH CUSTOMER UNDER THE
PURCHASE ORDER FOR THE DEFICIENT PROGRAM, HARDWARE OR
SERVICE GIVING RISE TO THE LIABILITY.
■ TO DIR (OTHER THAN ITS CAPACITY AS A CUSTOMER) SHALL BE
LIMITED TO TWO MILLION DOLLARS ($2,000,000),
D. NOTWITHSTANDING SECTION 10.12.C, FOR ANY CLAIM OR CAUSE OF
ACTION ARISING UNDER OR RELATE❑ TO ANY PURCHASE ORDER GOVERNED BY
SCHEDULE C, THE MAXIMUM LIABILITY OF SUCCESSFUL RESPONDENT AND ITS
AFFILIATES FOR DAMAGES OF ANY KIND, WHETHER IN CONTRACT OR TORT, OR
OTHERWISE, SHALL BE LIMITED TO (i) TWO (2) TIMES THE FEES PAID AN❑ PAYABLE BY
CUSTOMER UNDER THE APPLICABLE PURCHASE ORDER FOR THE SERVICE GIVING RISE
TO THE LIABILITY DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING
THE ❑ATE OF THE EVENT GIVING RISE TO THE LIABILITY, IF AT LEAST TWELVE MONTHS
OF THE SERVICES PERIO❑ UNDER THE APPLICABLE PURCHASE ORDER HAVE ELAPSED
AS OF SUCH DATE, OR (ii) TWENTY-FOUR (24) TIMES THE AVERAGE MONTHLY FEES
PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE PURCHASE ORDER FOR THE
SERVICE GIVING RISE TO THE LIABILITY THROUGH THE DATE OF THE EVENT GIVING
RISE TO THE LIABILITY, IF LESS THAN 12 MONTHS OF THE SERVICES PERIO❑ UNDER
THE PURCHASE ORDER HAVE ELAPSED AS OF SUCH DATE.
E. NOTWITHSTANDING SECTION 10.12.D ABOVE, FOR ANY CLAIM OR
CAUSE OF ACTION ARISING OUT OF ANY BREACH OF SUCCESSFUL RESPONDENT'S
CONTRACTUAL OBLIGATIONS UNDER THIS CONTRACT OR THE APPLICABLE PURCHASE
ORDER THAT DIRECTLY RESULTS IN THE DISCLOSURE OR EXPOSURE OF DATA OR
INFORMATION THAT IS PROVIDED TO OR OBTAINED BY SUCCESSFUL RESPONDENT IN
CONNECTION WITH A PURCHASE ORDER FOR CLOU❑ SERVICES, INCLUDING
CUSTOMER DATA, CONFIDENTIAL INFORMATION OF CUSTOMER, ANY PERSONAL
IDENTIFYING INFORMATION, OR ANY OTHER PROTECTED OR REGULATED ❑ATA BY
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SUCCESSFUL RESPONDENT, ITS EMPLOYEES, REPRESENTATIVES, AGENTS, OR
SUBCONTRACTORS IN OR IN CONNECTION WITH THE EXECUTION OR PERFORMANCE
OF SUCH PURCHASE ORDER, THE LIABILITY OF SUCCESSFUL RESPONDENT FOR
DAMAGES OF ANY KIND UNDER THE APPLICABLE PURCHASE ORDER SHALL BE LIMITED
TO (i) THREE (3) TIMES THE TOTAL AMOUNTS PAID AND PAYABLE TO SUCCESSFUL
RESPONDENT FOR THE CLOUD SERVICES GIVING RISE TO SUCH CLAIM UNDER THE
PURCHASE ORDER THAT IS SUBJECT OF THE CLAIM IN THE TWELVE-MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM, IF
AT LEAST TWELVE MONTHS OF THE SERVICES PERIOD UNDER THE APPLICABLE
PURCHASE ORDER HAVE ELAPSED AS OF SUCH DATE, OR (ii) THIRTY-SIX (36) TIMES
THE AVERAGE MONTHLY FEES PAID OR PAYABLE BY CUSTOMER UNDER THE
APPLICABLE PURCHASE ORDER FOR THE SERVICE GIVING RISE TO THE LIABILITY
THROUGH THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY, IF LESS THAN 12
MONTHS OF THE SERVICES PERIOD UNDER THE PURCHASE ORDER HAVE ELAPSED AS
OF SUCH DATE. FOR THIS SUBSECTION E ONLY, THE PARTIES AGREE THAT THESE
ITEMS WILL BE CLASSIFIED AS DIRECT DAMAGES: (i) CUSTOMER'S REASONABLE COSTS
FOR LEGALLY REQUIRED BREACH NOTIFICATION TO INDIVIDUALS WHOSE PERSONAL
INFORMATION WAS MISAPPROPRIATED, (ii) CUSTOMER'S REASONABLE COSTS FOR
TWENTY-FOUR (24) MONTHS OF CREDIT MONITORING FOR SUCH INDIVIDUALS, (iii)
ANY FINES OR PENALTIES THAT CUSTOMER MUST PAY TO GOVERNMENT ENTITIES AS
A RESULT OF SUCCESSFUL RESPONDENT'S BREACH OF ITS SECURITY PRACTICES
INCORPORATED INTO CUSTOMER'S ORDER, AND (iv) REASONABLE COSTS TO
OPERATE A CALL CENTER TO RESPOND TO QUESTIONS FROM THE IMPACTED
INDIVIDUALS FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING THE DATE SUCH
INDIVIDUALS ARE NOTIFIED OF THE MISAPPROPRIATION.
F. Notwithstanding the foregoing or anything to the contrary herein, any
limitation of Successful Respondent's liability contained herein or in a Purchase Order
shall not apply to Successful Respondent's indemnification obligations with respect to
infringement claims under Section 10.1.1(A)(i) or 10.1.2(A)(ii), or penalties lawfully
assessed against Successful Respondent by a regulator for violation of State or Federal
law.
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35. Section 10.15, Required Insurance Coverage, is hereby replaced in its entirety with
the following:
10.15, Required Insurance Coverage
A. As a condition ❑f the Contract, Successful Respondent shall provide the
listed insurance coverage within five (5) business days of execution of the Contract if
Successful Respondent is awarded services which require that Successful Respondent's
employees perform work at any Customer premises or use vehicles to conduct work on
behalf of Customers. In addition, when engaged by a Customer to provide services on
Customer premises, Successful Respondent shall, at its own expense, secure and
maintain the insurance coverage specified herein, and shall provide proof of such
insurance coverage to such Customer within five (5) business days following the
execution of the Purchase Order. Successful Respondent may not begin performance
under the Contract and/or a Purchase Order until such proof of insurance coverage is
provided to, and approved by, DIR and the Customer.
B. If Successful Respondent's services under the Contract will not require
Successful Respondent to perform work on Customer premises, or to use vehicles
(whether owned or otherwise) to conduct work on behalf of Customers, Successful
Respondent may certify to the foregoing facts, and agree to provide notice and the
required insurance if the foregoing facts change. The certification and agreement must
be provided by executing the Certification of Off -Premise Customer Services in the form
provided by DIR, which shall serve to meet the insurance requirements.
C. All required insurance must be issued by companies that have an A -
rating or better and a minimum Financial Size Category Class of VII from AM Best, and
are licensed in the State of Texas and authorized to provide the corresponding
coverage. The Customer and ❑IR will be named as additional insureds on all required
coverage. Required coverage must remain in effect through the term of the Contract
and each Purchase Order issued to Successful Respondent thereunder. The minimum
acceptable insurance provisions are as follows:
36. Section 10.17, Immigration, is hereby replaced in its entirety with the following:
10.17 Immigration
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A. Successful Respondent shall comply with all requirements related to
federal immigration laws and regulations, to include but not be limited to, the
Immigration and Reform Act of 1986, the Illegal Immigration Reform and Immigrant
Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et
seq.) regarding employment verification and retention of verification forms for any
individual(s) wh❑ will perform any labor or services under the Contract.
B. Pursuant to Chapter 673, Texas Government Code, Successful
Respondent shall, as a condition of the Contract, also comply with (or, in the case of
subcontractors' employees, require its subcontractors to comply with) the United States
❑epartment of Homeland Security's E-Verify system to determine the eligibility of:
i) all persons 1) to whom the E-Verify system applies, and 2) wh❑
are hired by Successful Respondent during the term ❑f the Contract to
perform duties within Texas; and
ii) all subcontractors' employees 1) to whom the E-Verify system
applies, and 2) who are hired by the subcontractor during the term of the
Contract and assigned by the subcontractor t❑ perform work pursuant to
the Contract.
C. Successful Respondent shall require its subcontractors to comply with
the requirements of this Section and Successful Respondent is responsible for the
compliance of its subcontractors. Nothing herein is intended to exclude compliance by
Successful Respondent and its subcontractors with all other relevant federal immigration
statutes and regulations promulgated pursuant thereto.
37. Section 10.19, Product and/or Services Substitutions, is hereby replaced in its
entirety with the following:
10.19 Products and/or Services Substitutions
Substitutions are not permitted without the prior written consent of DI ❑r
Customer, which may be provided by Customer in advance in the applicable Purchase
Order.
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38. Section 10.21, Deceptive Trade Practices; Unfair Business Practices is hereby replaced
in its entirety with the following:
20.21 Deceptive Trade Practices; Unfair Business Practices
A. Successful Respondent represents and warrants that as of the date of this
Contract and to the best of its knowledge, neither Successful Respondent nor any of its
subcontractors under this Contract has been (i) found liable in any administrative
hearing, litigation or other proceeding of Deceptive Trade Practices violations as defined
under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding allegations
of any Deceptive Trade Practice pending in any administrative hearing, litigation or
other proceeding.
B. Successful Respondent certifies that as of the effective date of this Contract
and to the best of its knowledge it has no officers who have served as officers of other
entities who (i) have been found liable in any administrative hearing, litigation or other
proceeding of Deceptive Trade Practices violations or (ii) have outstanding allegations of
any Deceptive Trade Practice pending in any administrative hearing, litigation or other
proceeding.
39. Section 10.25, Cybersecurity Training, is hereby replaced in its entirety with the
following:
10.25 Cybersecurity Training
In accordance with Section 2054.5192, Texas Government Code, for any contract
with a state agency or institution of higher education, if Successful Respondent, or a
subcontractor, officer, or employee of Successful Respondent, will have access to a state
computer system or database, then Successful Respondent shall ensure that such officer,
employee, or subcontractor shall complete a cybersecurity training program certified
under Section 2054.519, Texas Government Code, as selected by Customer state agency
or institution of higher education. The cybersecurity training program must be
completed by such officer, employee, or subcontractor during the term of the Contract
and during any renewal period. Successful Respondent shall verify to the Customer state
agency or institution of higher education completion of the program by each such
officer, employee, or subcontractor.
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For any Purchase Order where a state agency or institution of higher education
will provide access to a state computing system or database, the Customer shall specify
that such access will be provided and identify its selected cybersecurity training program
and any specific requirements for verification in the Purchase Order.
40. Section 11.1, Enforcement of Contract and Dispute Resolution, is hereby replaced in
its entirety with the following:
11.1 Enforcement of Contract and Dispute Resolution
A. Successful Respondent and ❑IR agree to the following: (i) a party's
failure to require strict performance of any provision ❑f the Contract shall not waive or
diminish that party's right thereafter to demand strict compliance with that or any other
provision, (ii) for disputes not resolved in the normal course of business, the dispute
resolution process provided for in Chapter 2260, Texas Government Code, shall be used,
(iii) except as provided in Sec. 2251.051 Texas Government Code, Successful Respondent
shall continue performance while the dispute is being resolved, and (iv) actions or
proceedings arising from the Contract shall be heard in the venue specified in Section
4.6 hereof.
B. Disputes arising between a Customer and Successful Respondent
pertaining to claims under this Contract or a Purchase Order (i) shall be handled in
accordance with the dispute resolution process provided for in Chapter 2260, Texas
Government Code, for customers and disputes to which it applies or (ii) shall be handled
in accordance with a dispute resolution process, if any, required by applicable law for
the subject claim or set forth in the Purchase Order. DIR shall not be a party to any such
dispute unless DIR, Customer, and Successful Respondent agree in writing.
41. Section 11.2.3, Termination for Convenience, is hereby replaced in its entirety as
fo I I ows:
11.2.3 Termination for Convenience
❑IR or Successful Respondent may terminate the Contract, in whole or in part, by
giving the other party thirty (30) calendar days' written notice.
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A Customer may terminate a Purchase Order for services by giving the other party thirty
(30) calendar days' written notice.
If a Customer terminates a Purchase Order for services pursuant to this provision, the
Customer shall pay for the amounts that have accrued for the products ordered and
services received prior to the termination of such Purchase Order.
For products and services listed in the Appendix C "Table C-2: Cloud Services" category,
Successful Respondent and Customer may, but are not required to, agree in the
Purchase Order to allow Successful Respondent to recover a pro rata share Successful
Respondent's costs expended for provisioning plus up to three months of fees for
related services in the event of termination for convenience.
These provisioning costs and related services fees must be clearly, prominently, and
separately stated in the Purchase Order. If the provisioning costs and related services
fees are not clearly, prominently, and separately stated in the Purchase Order, they are
not recoverable in the event of termination for convenience.
Such provisioning costs shall be applied as a pro rata percentage of the remaining term
of the purchase order immediately prior to customer termination for convenience. By
way of example, if the Purchase Order is terminated for convenience at one year of a
four year term, Successful Respondent may recover 75% of the provisioning costs stated
in the Purchase Order plus three months of related services fees. If the Purchase Order
is terminated for convenience at year three of a four year term, Successful respondent
may recover 25% of the provisioning costs stated in the Purchase Order plus three
months of related services fees.
42. Section 11.2.4.2, Purchase Order, is hereby replaced in its entirety with the following:
11.2.4.2 Purchase Order
Customer or Successful Respondent or Order Fulfiller may terminate a Purchase
Order upon the occurrence of a material breach of any term or condition: (i) of the
Contract, or (ii) included in the Purchase Order, upon the following preconditions: first,
the parties must comply with the requirements of Chapter 2260, Texas Government
Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260,
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Texas Government Code, and the dispute remains unresolved, then the non -defaulting
party shall give the defaulting party thirty (34) calendar days from receipt of notice to
cure said default. If the defaulting party fails to cure said default within the timeframe
allowed, the non -defaulting party may, at its option and in addition to any other
remedies it may have available, cancel and terminate the Purchase Order. Customer may
immediately suspend or terminate a Purchase Order without advance notice in the event
Successful Respondent fails to substantially comply with any applicable and material
term of the Purchase Order or the Contract relating to confidentiality, privacy, security
requirements, environmental, or safety laws or regulations, or with any applicable and
material confidentiality, privacy, security requirements, environmental, or safety laws or
regulations, if such non-compliance relates to or may relate to Successful Respondent's
provision of goods or services to the Customer under the Purchase Order.
43. Section 11.2.5, Immediate Termination or Suspension, is hereby replaced in its
entirety with the following:
11.2.5 Immediate Termination or Suspension
DIR may immediately suspend or terminate the Contract without advance notice
if DIR receives notice or knowledge of potentially criminal violations by Successful
Respondent (whether or not such potential violations directly impact the provision of
goods or services under the Contract). DIR or Customer will use reasonable efforts to
provide notice (to the extent allowed by law) to Successful Respondent within five (5)
business days after the suspension or termination. Successful Respondent may provide a
response and request an opportunity to present its position. DIR or Customer will review
Successful Respondent's presentation but is under no obligation to provide formal
response.
44. Section 11.2.7, Successful Respondent Rights Under Termination, is hereby replaced
in its entirety with the following:
11.2.7 Successful Respondent Rights Under Termination
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In the event a Purchase Order is terminated by Successful Respondent or Order
Fulfiller pursuant to Section 11.2.4.2 above, a Customer shall pay all amounts which have
accrued prior to such termination, as well as all sums remaining unpaid for Cloud
Services ordered and for hardware, programs, or other services ordered and received
under the Purchase Order. In the event a Purchase Order otherwise expires or is
terminated, a Customer shall pay all amounts due for products or services ordered prior
to the effective expiration or termination date and ultimately received.
45. Section 11.3, Force Majeure, is hereby replaced in its entirety as follows:
11.3 Force Majeure
DIR, Customer, ❑r Successful Respondent may be excused from performance
under the Contract ❑r a Purchase Order for any period when performance is prevented
as the result of an act of God, strike, war, civil disturbance, epidemic, court order or
other event outside the reasonable control of the obligated party (each such event, an
"Event of Force Majeure"), provided that the party experiencing such Event of Force
Majeure has prudently and promptly acted to take any and all reasonable steps that are
within the party's control to ensure performance and to shorten the duration or impact
of the Event of Force Majeure. The party suffering an Event of Force Majeure shall
provide notice of the event to the other parties when commercially reasonable. Subject
to this Section, such non-performance shall not be deemed a default or a ground for
termination. However, either Customer or Successful Respondent may terminate a
Purchase Order if it is determined by such party that Successful Respondent will not be
able to deliver services in a timely manner. This section does not excuse any party`s
obligation to take reasonable steps to follow its normal disaster recovery procedures ❑r
the Customer's obligation to pay for programs and hardware delivered or services
provided.
46. Section 12, Non -Solicitation of State Employees, is hereby replaced in its entirety
with the following:
12 Non -Solicitation of State Employees
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No employee ❑f Successful Respondent directly involved in execution ❑r
performance of the Contract shall solicit, directly or indirectly, any employee of DIR
directly involved in execution or performance of the Contract for a period of ninety (90)
calendar days following the expiration or termination of the Contract. Further, n❑
employee of Successful Respondent directly involved in execution or performance of a
Purchase Order shall solicit, directly or indirectly, any employee of a Customer wh❑ is
directly involved in execution or performance of the Purchase Order for a period of
ninety (90) calendar days following the expiration or termination of such Purchase
Order. The foregoing non -solicitation requirements do not apply to general solicitations
Successful Respondent may publish that are not targeted at DIR or Customer
employees.
47. Section 13, Warranty, is hereby replaced in its entirety with the following:
13 Reserved
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This Contract is executed to be effective as of the date of last signature.
Oracle America, Inc
Authorized By: Signature on file
Name: Michael Estrada
Title: Director, Customer Deal Desk, NAMER
4/2/2025 1 8:38 AM PDT
Date:
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on file
Name: Lisa Massock
Title: Chief Procurement Officer
4/4/2025 1 9:09 AM CDT
Date:
Office of General Counsel: Initials on file
4/4/2025 1 8:55 AM CDT
Date:
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Appendix A
Standard Contract Terms and Conditions
Cooperative Contracts
Contents
1 Contract Scope.................................................................................................................................... 5
2 No Quantity Guarantees...................................................................................................................... 5
3 Definitions........................................................................................................................................... 5
3.1
Compliance Check..................................................................................................................... 5
3.2
Contract..................................................................................................................................... 5
3.3
CPA........................................................................................................................................... 5
3.4
Customer....................................................................................................................................5
3.5
Business day.............................................................................................................................. 6
3.6
DIR............................................................................................................................................ 6
3.7
Effective Date............................................................................................................................ 6
3.8
Invoice....................................................................................................................................... 6
3.9
Purchase Order.......................................................................................................................... 6
3.10
State........................................................................................................................................... 6
3.11
Statement of Work (SOW)........................................................................................................ 6
3.12
Subcontracting Plan................................................................................................................... 6
3.13
Successful Respondent............................................................................................................... 6
3,14
Third -Parry Provider.................................................................................................................. 7
4 General Provisions............................................................................................................................... 7
4.1 Entire Agreement....................................................................................................................... 7
4.2 Modification of Contract Terms and/or Amendments............................................................... 7
4.3 Invalid Term or Condition......................................................................................................... 7
4.4 Assignment................................................................................................................................ 8
4.5 Survival......................................................................................................................................8
4.6 Choice of Law ................................................................................. 8
4.7 Limitation of Authority .............................................................................................................. 8
4.8 Proof of Financial Stability ....................................................... ...... 9
...............................
4.9 Data Location. ... ....................... ...... ...................... 9
4.10 Independent Contractor............................................................................................................. 9
5 Intellectual Property Matters............................................................................................................... 9
5.1 Intellectual Property Matters Defmitions................................................................................... 9
5.1.1
"Work Product"..........................................................................................................
9
5.1.2
"Intellectual Property Rights"..................................................................................
10
5.1.3
"Third Party IP................... .......................................................................................
10
5.1.4
"Successful Respondent IP".....................................................................................
10
5.2 Ownership................................................................................................................................ 11
5.3 Further Actions........................................................................................................................ 11
5.4 Waiver of Moral Rights........................................................................................................... 12
5.5 Confidentiality ......................................................................................................................... 12
5.6 Injunctive Relief...................................................................................................................... 12
5.7 Return of Materials Pertaining to Work Product..................................................................... 12
5.8 Successful Respondent License to Use.................................................................................... 13
Appendix A Standard Contract Terms and Conditions Page 1
<Rev December 2023>
5.9 Third -Parry Underlying and Derivative Works...... .................................................................. 13
5.10 Agreement with Third Party Providers.................................................................................... 13
5.11 License to Customer................................................................................................................ 13
5.12 Successful Respondent Development Rights.......................................................................... 14
6 Terms and Conditions Applicable to State Agency Purchases Only ................................................. 14
7 Contract Fulfillment and Promotion.................................................................................................. 15
7.1
Service, Sales and Support of the Contract..............................................................................
15
7.2
Internet Access to Contract and Pricing Information. ..............................................................
15
7.3
Accurate and Timely Contract Information.............................................................................
16
7.4
Webpage Compliance Checks.................................................................................................
lb
7.5
Webpage Changes...................................................................................................................
lb
7.6
Use of Access Data Prohibited.................................................................................................
17
7.7
Responsibility for Content.......................................................................................................
17
7.8
Services Warranty and Return Policies....................................................................................
17
7.9
DIR and Customer Logos... .....................................................................................................
17
7.10
Successful Respondent Logo...................................................................................................
17
7.11
Trade Show Participation.........................................................................................................
17
7.12
Orientation Meeting.................................................................................................................
18
7.13
Performance Review Meetings................................................................................................
18
7.14
DIR Cost Avoidance................................................................................................................
18
8 Purchase Orders, Invoices, and Payments......................................................................................... 18
8.1 Purchase Orders....................................................................................................................... 18
8.2 Invoices.................................................................................................................................... 18
8.3 Payments..................................................................................................................................19
8.4 Tax-Exempt.......................................................................... .............
19
8.5 Travel Expense Reimbursement.............................................................................................. 19
9 Contract Administration.................................................................................................................... 19
9.1 Contract Managers................................................................................................................... 19
9.1.1 DIR Contract Manager............................................................................................. 19
9.1.2 Successful Respondent Contract Manager............................................................... 19
9.2 Reporting and Administrative Fees. ........... ... __ ... ...... ............. .................................... 20
9.2.1 Reporting Responsibility.......................................................................................... 20
9.2.2 Detailed Monthly Report .......................................................................................... 20
9.2.3 Historically Underutilized Businesses Subcontract Reports ..................................... 20
9.2.4 DIR Administrative Fee............................................................................................ 21
9.2.5 Accurate and Timely Submission of Reports........................................................... 21
9.3 Records and Audit ....................................
9.4 Contract Administration Notification .......
............................................. 22
............................................. 23
10 Successful Respondent Responsibilities............................................................................................ 23
10.1 Indemnification... ... ......
Appendix A Standard Contract Teens and Conditions
23
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10.1.1 Indemnities by Successful Respondent .......................
10.1.2 Infringements............................................................................................................ 24
10.2 Property Damage.....................................................................................................................
24
10.3 TaxesAVorker's Compensation/Unemployment Insurance.....................................................
24
10.4 Successful Respondent Certifications......................................................................................
25
10.5 Ability to Conduct Business in Texas.....................................................................................
27
10.6 Equal Opportunity Compliance...............................................................................................
28
10.7 Use of Subcontractors..............................................................................................................
28
10.8 Responsibility for Actions.......................................................................................................
28
10.9 Confidentiality.........................................................................................................................
2$
10.10 Security of Premises, Equipment, Data and Personnel............................................................
29
10.11 Background and/or Criminal History Investigation................................................................
29
10.12 Limitation of Liability .............................................................................................................
29
10.13 Overcharges.............................................................................................................................
30
10.14 Prohibited Conduct..................................................................................................................
30
10.15 Required Insurance Coverage.................................................................................................
30
10.15.1 Commercial General Liability................................................................................. 31
10.15.2 Workers' Compensation Insurance.......................................................................... 31
10.15.3 Business Automobile Liability Insurance................................................................ 31
10.16 Use of State Property. .... .............................................................................................. 31
10.17 Immigration............................................................................................................................. 31
10.18 Public Disclosure.................................................................................................................... 32
10.19 Product and/or Services Substitutions..................................................................................... 32
10.20 Secure Erasure of Hard Disk Managed Services Products and/or Services ............................. 32
10.21 Deceptive Trade Practices; Unfair Business Practices............................................................ 32
10.22 Drug Free Workplace Policy................................................................................................... 32
10.23 Public Information................................................................................................................... 33
10.24 Successful Respondent Reporting Requirements.................................................................... 33
10.25 Cybersecurity Training... ... ............................................................... 33
11 Contract Enforcement........................................................................................................................ 33
11.1 Enforcement of Contract and Dispute Resolution................................................................... 33
11.2 Termination..............................................................................................................................34
11.2.1
Termination for Non-Appropriation.........................................................................
34
11.2.2
Absolute Right..........................................................................................................
34
11.2.3
Termination for Convenience...................................................................................
34
11.2.4
Termination for Cause..............................................................................................
35
11.2.5
Immediate Termination or Suspension.....................................................................
35
11.2.6
Customer Rights Under Termination.. ... ...... ............
36
11.2.7
Successful Respondent Rights Under Termination ..................................................
36
11.3 Force Majeure..........................................................
12 Non -Solicitation of State Employees ..................................
13 Warranty.............................................................................
Appendix A Standard Contract Teens and Conditions
36
...................................................... 36
......... 36
Page 3
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14 Notification........................................................................................................................................37
14.1 Notices..................................................................................................................................... 37
14.2 Handling of Written Complaints.............................................................................................. 37
15 Captions.............................................................................................................................................37
Appendix A Standard Contract Teens and Conditions Page 4
<Rev December 2023>
The following terns and conditions shall govern the conduct of DIR and Successful Respondent during
the tern of the Contract.
CONTRACT SCOPE
Successful Respondent shall provide the products and/or services specified in the Contract for purchase
by Customers. Terms used in this document shall have the meanings set forth below in Section 3
Definitions.
NO QUANTITY GUARANTEES
The Contract is not exclusive to Successful Respondent. Customers may obtain services from other
sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any
particular quantity or dollar amount of products and/or services will be procured through the Contract.
3 DEFINITIONS
3.1 Compliance Check
An audit of Successful Respondent's compliance with the Contract which may be performed by a third -
party auditor, DIR Internal Audit department, DIR contract management staff, or their designees.
3.2 Contract
The DIR Contract between DIR and Successful Respondent into which this Appendix A is incorporated.
3.3 CPA
Refers to the Texas Comptroller of Public Accounts.
3.4 Customer
Any Texas state agency, unit of local government, institution of higher education as defined in Section
2054.003, Texas Government Code, the Electric Reliability Council of Texas, the Lower Colorado River
Authority, a private school, as defined by Section 5.001, Education Code, a private or independent
institution of higher education, as defined by Section 61.003, Education Code, a volunteer fire
department, as defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any
local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government
Code, a public safety entity, as defined by 47 U.S.C. Section 1401, or a county hospital, public hospital,
or hospital district, the state agencies and political subdivisions of other states as authorized by Section
2054.0565, Texas Government Code, and, except for telecommunications services under Chapter 2170,
Texas Government Code, assistance organizations as defined in Section 2175.001:
A. A non-profit organization that provides educational, health or human services or assistance to
homeless individuals;
E. A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food
to an agency that feeds needy families and individuals;
C. Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary
Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for
International Development;
Appendix A Standard Contract Terms and Conditions Page 5
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D. A group, including a faith -based group, that enters into a financial or non -financial agreement
with a health or human services agency to provide services to that agency's clients;
E. A local workforce development board created under Section 2308.253, Texas Government Code;
F. A nonprofit organization approved by the Supreme Court of Texas that provides free legal
services for low-income households in civil matters;
G. The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner
of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture
Code;
H. A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer
equipment to public school students and their families; and
I. A nonprofit organization that provides affordable housing.
3.5 Business day
Shall mean business days, Monday through Friday, except for State and Federal holidays. If the Contract
calls for performance on a day that is not a business day, then performance is intended to occur on the
next business day.
3.6 DER
Refers to the Texas Department of Information Resources.
3.7 Effective Date
Refers to the effective date of the Contract as set forth therein.
3.8 Invoice
Refers to a Customer approved instrument submitted by Successful Respondent for payment of services.
3.9 Purchase Order
Refers to Customer's fiscal form or format, contract with Successful Respondent, or other document used
by Customer to authorize the purchase of products or services from Successful Respondent under the
Contract, including but not limited to a formal written purchase order, procurement card, electronic
purchase order, or another authorized instrument.
3.10 State
Refers to the State of Texas.
3.11 Statement of Work (SOW)
Means a document entered into between Customer and Successful Respondent describing a specific set of
activities and/or deliverables, which may include Work Product and Intellectual Property Rights, that
Successful Respondent is to provide Customer, issued pursuant to the Contract.
3.12 Subcontracting Plan
Refers to Appendix B, Successful Respondent's Historically Underutilized Business Subcontracting
Plan.
3.13 Successful Respondent
Refers to the party identified as either "Successful Respondent" or "Vendor" in Section 1.1 of the
Contract.
Appendix A Standard Contract Terms and Conditions Page 6
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3.14 Third -Party Provider
Refers to an agent, affiliate, subcontractor, vendor, reseller, manufacturer, publisher, distributor, order
fulfiller or other person or entity designated or directed by Successful Respondent to provide products or
services to a Customer in performance of, related to, or in support of a Purchase Order issued under the
Contract.
4 GENERAL PROVISIONS
4.1 Entire Agreement
The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and Successful
Respondent. No statement, promise, condition, understanding, inducement or representation, oral or
written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be
binding or valid.
4.2 Modification of Contract Terms and/or Amendments
A. The terms and conditions of the Contract shall govern all transactions by Customers under the
Contract. The Contract may only be modified or amended upon mutual written agreement of DIR
and Successful Respondent.
B. DIR may amend the Contract upon thirty (30) calendar days written notice to Successful
Respondent without the need for Successful Respondent's written consent: i) as necessary to
satisfy a regulatory requirement imposed upon DIR by a governing body with the appropriate
authority, or ii) as necessary to satisfy a procedural change due to DIR system upgrades or
additions.
C. Customers shall not have the authority to modify the terms of the Contract; however, additional
Customer terms and conditions that do not conflict with the Contract and are acceptable to
Successful Respondent may be added in a Purchase Order and given effect. No additional term or
condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or
condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by
Customer hereunder will have no force and effect. In the event of a conflict between a
Customer's Purchase Order and the Contract, the Contract term shall control.
D. Customer(s) and Successful Respondent will negotiate and enter into written agreements
regarding statements of work, service level agreements, remedies, acceptance criteria,
information confidentiality and security requirements, and other terms specific to their Purchase
Orders under the Contract.
4.3 Invalid Term or Condition
A. To the extent any tern or condition in the Contract conflicts with the applicable Texas and/or
United States law or regulation, such Contract term or condition is void and unenforceable. By
executing a Contract which contains the conflicting term or condition, DIR makes no
representations or warranties regarding the enforceability of such term or condition and DIR does
not waive the applicable Texas and/or United States law or regulation which conflicts with the
Contract term or condition.
B. If one ( 1) or more term or condition in the Contract, or the application of any tern or condition to
any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final
judgment or order of the State Office of Administrative Hearings or a court of competent
Appendix A Standard Contract Terms and Conditions Page 7
<Rev December 2023>
jurisdiction, the remainder of the Contract and the application of the term or condition to other
parties or circumstances shall remain valid and in full force and effect.
4.4 Assignment
A. DIR may assign the Contract without prior written approval to: i) a successor in interest (another
state agency as designated by the Texas Legislature), or ii) as necessary to satisfy a regulatory
requirement imposed upon a party by a governing body with the appropriate authority.
B. A Customer may assign a Purchase Order issued under the Contract without prior written
approval to: i) a successor in interest (another state agency as designated by the Texas
Legislature), or ii) as necessary to satisfy a regulatory requirement imposed upon a party by a
governing body with the appropriate authority.
C. Successful Respondent shall not assign its rights under the Contract or delegate the performance
of its duties under the Contract without prior written approval from the DIR. Any attempted
assignment in violation of this provision is void and without effect.
4.5 Survival
All applicable Statements of Work that were entered into between Successful Respondent and a Customer
under the terms and conditions of the Contract shall survive the expiration or termination of the Contract.
All Purchase Orders issued and accepted by Successful Respondent shall survive expiration or
termination of the Contract for the term of the Purchase Order, unless the Customer terminates the
Purchase Order sooner. However, regardless of the term of the Purchase Order, no Purchase Order shall
survive the expiration or termination of the Contract for more than three (3) years. In all instances of
termination or expiration and no later than five (5) days after termination or expiration or upon DIR
request, Successful Respondent shall provide a list, in accordance with the format requested by DIR (i.e.,
Excel, Word, etc.), of all surviving Statements of Work and Purchase Orders to the DIR Contract
Manager and shall continue to report sales and pay the DIR Administrative Fees for the duration of all
such surviving Statements of Work and Purchase Orders. Rights and obligations under the Contract which
by their nature should survive, including, but not limited to the DIR Administrative Fee and any and all
payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality;
and indemnification will remain in effect.
4.6 Choice of Law
The Contract shall be governed by and construed in accordance with the laws of the State of Texas,
without regard to the conflicts of law provisions. In any litigation where any state agency is a party, and
subject to the requirements of Chapter 2264, Texas Government Code, the exclusive venue of any such
suit arising under the Contract is fixed in the state courts of Travis County, Texas. If litigation does not
involve any state agency, then venue is fixed in the state courts of the Texas county where the Customer
is primarily situated, unless the specific venue is otherwise identified in a statute which directly names or
otherwise identifies its applicability to the contracting Agency. Regardless of any provision anywhere in
the Contract, no state agency or other Customer in any manner waives any defense or immunity
whatsoever.
4.7 Limitation of Authority
Successful Respondent shall have no authority to act for or on behalf of the Texas Department of
Information Resources or the State except as expressly provided for in the Contract; no other authority,
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<Rev December 2023>
power or use is granted or implied. Successful Respondent may not incur any debts, obligations,
expenses, or liabilities of any kind on behalf of the State or DIR.
4.8 Proof of Financial Stability
Either DIR or Customer may require Successful Respondent to provide proof of financial stability prior to
or at any time during the Contract term.
4.9 Data Location
Regardless of any other provision of the Contract or its incorporated or referenced documents, all of the
data for State of Texas Customers shall remain, and be stored, processed, accessed, viewed, transmitted,
and received, always and exclusively within the contiguous United States. A State of Texas Customer can
specifically request otherwise; however, Successful Respondent shall notify DIR promptly after such
request is made. For all Customers outside the State of Texas' jurisdiction, the question of data location
shall be at the discretion of such Customers. NOTE: CUSTOMERS SHOULD CONSIDER WHETHER
THEY REQUIRE CONTIGUOUS US -ONLY DATA LOCATION AND HANDLING AND MAKE
SUCCESSFUL RESPONDENT AWARE OF THEIR REQUIREMENTS.
4.14 Independent Contractor
SUCCESSFUL RESPONDENT AGREES AND ACKNOWLEDGES THAT DURING THE
EXISTENCE OF THE CONTRACT, IT IS FURNISHING SERVICES IN THE CAPACITY OF
AN INDEPENDENT CONTRACTOR AND THAT SUCCESSFUL RESPONDENT IS NOT AN
EMPLOYEE OF THE CUSTOMER, DIR, OR THE STATE OF TEXAS.
5 INTELLECTUAL PROPERTY MATTERS
5.1 Intellectual Property Matteis Definitions
5.1.1 "Work Product"
Means any and all deliverables produced by Successful Respondent for Customer under a Statement of
Work issued pursuant to the Contract, including any and all tangible or intangible items or things that
have been or will be prepared, created, developed, invented or conceived at any time following the
Effective Date, including but not limited to any:
(i) works of authorship (such as manuals, instructions, printed material, graphics, artwork,
images, illustrations, photographs, computer programs, computer software, scripts,
configurations, object code, source code or other programming code, HTML code, flow
charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials,
schematics, formulae, processes, algorithms, data, information, multimedia files, text web
pages or web sites, other written or machine readable expression of such works fixed in any
tangible media, and all other copyrightable works),
(ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or
origin,
(iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses,
inventions, formulas, discoveries, or improvements, including any patents, trade secrets and
know-how,
(iv) domain names,
(v) any copies, and similar or derivative works to any of the foregoing,
Appendix A Standard Contract Terms and Conditions Page 9
<Rev December 2023>
(vi) all documentation and materials related to any of the foregoing,
(vii) all other goods, services or deliverables to be provided to Customer under the Contract or a
Statement of Work, and
(viii) all Intellectual Property Rights in any of the foregoing, and which are or were created,
prepared, developed, invented or conceived for the use or benefit of Customer in connection
with the Contract or a Statement of Work, or with funds appropriated by or for Customer or
Customer's benefit:
a. by any Successful Respondent personnel or Customer personnel, or
b. any Customer personnel who then became personnel to Successful Respondent or any of
its affiliates or subcontractors, where, although creation or reduction -to -practice is
completed while the person is affiliated with Successful Respondent or its personnel, any
portion of same was created, invented or conceived by such person while affiliated with
Customer.
5.1.2 "Intellectual Property Rights"
Means the worldwide legal rights or interests, including but not limited to all United States and foreign
patents, copyrights, trademarks, service marks, trade secrets, moral rights, author's rights, reversionary
rights, and any and all other intellectual property or similar rights, evidenced by or embodied in:
i) any idea, design, concept, personality right, method, process, technique, apparatus, invention,
discovery, or improvement, including any patents, trade secrets, and know-how;
H) any work of authorship, including any copyrights, moral rights or neighboring rights;
iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin;
iv) domain name registrations; and
v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all
worldwide legal rights or interests that the party may have acquired by assignment or license with
the right to grant sublicenses.
5.1.3 "Third Party IP"
Means the Intellectual Property Rights of any third party that is not a party to the Contract or a Purchase
Order or Statement of Work issued under the Contract, and that is not directly or indirectly providing any
goods or services to Customer under the Contract or a Purchase Order or Statement of Work issued under
the Contract.
5.1.4 "Successful Respondent IP"
Shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein,
created or developed by Successful Respondent:
i) prior to providing any services or Work Product to Customer and prior to receiving any
documents, materials, information or funding from or on behalf of Customer relating to the
services or Work Product, or
Appendix A Standard Contract Terms and Conditions Page 10
<Rev December 2023>
ii) after the Effective Date if such tangible or intangible items or things were independently
developed by Successful Respondent outside Successful Respondent's provision of services or
Work Product for Customer hereunder and were not created, prepared, developed, invented or
conceived by any Customer personnel who then became personnel to Successful Respondent or
any of its affiliates or subcontractors, where, although creation or reduction -to -practice is
completed while the person is affiliated with Successful Respondent or its personnel, any portion
of same was created, invented or conceived by such person while affiliated with Customer.
5.2 Ownership
As between Successful Respondent and Customer, the Work Product and Intellectual Property Rights
therein are and shall be owned exclusively by Customer, and not Successful Respondent. Successful
Respondent specifically agrees that the Work Product shall be considered "works made for hire" and that
the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work
Product, under applicable law, may not be considered works made for hire, Successful Respondent hereby
agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to
Customer all right, title, and interest in and to all ownership rights in the Work Product, and all
Intellectual Properly Rights in the Work Product, without the necessity of any further consideration, and
Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the
Work Product. Successful Respondent acknowledges that Successful Respondent and Customer do not
intend Successful Respondent to be a joint author of the Work Product within the meaning of the
Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through
Friday, 8AM to 5PM) and upon reasonable prior notice to Successful Respondent, to all Successful
Respondent materials, premises, and computer files containing the Work Product. Successful Respondent
and Customer, as appropriate, will cooperate with one another and execute such other documents as may
be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder
to any Third Party IP, except as may be incorporated in the Work Product by Successful Respondent.
5.3 Fui-ther Actions
Successful Respondent, upon request and without further consideration, shall perform any acts that may
be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of
ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the
fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such
further documents in a form determined by Customer. In the event Customer shall be unable to obtain
Successful Respondent's signature due to the dissolution of Successful Respondent or Successful
Respondent's unreasonable failure to respond to Customer's repeated requests for such signature on any
document reasonably necessary for any purpose set forth in the foregoing sentence, Successful
Respondent hereby irrevocably designates and appoints Customer and its duly authorized officers and
agents as Successful Respondent's agent and Successful Respondent's attorney -in -fact to act for and in
Successful Respondent's behalf and stead to execute and file any such document and to do all other
lawfully permitted acts to further any such purpose with the same force and effect as if executed and
delivered by Successful Respondent, provided however that no such grant of right to Customer is
applicable if Successful Respondent fails to execute any document due to a good faith dispute by
Successful Respondent with respect to such document. It is understood that such power is coupled with an
interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such
applications and to take all other action concerning the Work Product, and Successful Respondent shall
Appendix A Standard Contract Terms and Conditions Page 11
<Rev December 2023>
cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in
any legal actions and proceedings concerning the Work Product.
5.4 Waiver of Moral Rights
Successful Respondent hereby irrevocably and forever waives, and agrees never to assert, any Moral
Rights in or to the Work Product which Successful Respondent may now have or which may accrue to
Successful Respondent's benefit under U.S. or foreign copyright or other laws and any and all other
residual rights and benefits which arise under any other applicable law now in force or hereafter enacted.
Successful Respondent acknowledges the receipt of equitable compensation for its assignment and waiver
of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of
the Work Product and the right to object to any modification, translation or use of the Work Product, and
any similar rights existing under the judicial or statutory law of any country in the world or under any
treaty, regardless of whether or not such right is denominated or referred to as a moral right.
5.5 Confidentiality
All documents, information and materials forwarded to Successful Respondent by Customer for use in
and preparation of the Work Product shall be deemed the confidential information of Customer, and
subject to the license granted by Customer to Successful Respondent under Section 5.8 Successful
Respondent License to Use. Hereunder, Successful Respondent shall not use, disclose, or permit any
person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written
approval of Customer.
5.6 Injunctive Relief
The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the
Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable
harm to Customer's business. Therefore, Successful Respondent acknowledges and stipulates that a court
of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use,
and confidentiality provisions of the Contract, upon a request by Customer, without requiring proof of
irreparable injury as same should be presumed.
5.7 Return of Materials Pertaining to Work Product
Upon the request of Customer, but in any event upon termination or expiration of the Contract, or a
Statement of Work, Successful Respondent shall surrender to Customer all documents and things
pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings,
manuals, computer software, reports, data, and all other documents or materials (and copies of same)
generated or developed by Successful Respondent or furnished by Customer to Successful Respondent,
including all materials embodying the Work Product, any Customer confidential information, or
Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This
Section is intended to apply to all Work Product as well as to all documents and things furnished to
Successful Respondent by Customer or by anyone else that pertain to the Work Product.
Appendix A Standard Contract Terms and Conditions Page 12
<Rev December 2023>
5.8 Successful Respondent License to Use
Customer hereby grants to Successful Respondent a non -transferable, non-exclusive, royalty -free, fully
paid -up license to use any Work Product solely as necessary to provide the services to Customer. Except
as provided in this Section, neither Successful Respondent nor any Subcontractor shall have the right to
use the Work Product in connection with the provision of services to its other customers without the prior
written consent of Customer, which consent may be withheld in Customer's sole discretion.
5.9 Third -Party Underlying and Derivative Works
A. To the extent that any Successful Respondent IP or Third Party IP are embodied or reflected in
the Work Product, or are necessary to provide the services, Successful Respondent hereby grants
to the Customer, or shall obtain from the applicable third party for Customer's benefit, the
irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license, for Customer's
internal business purposes only, to
i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works
based upon such Successful Respondent IP or Third Party IP and any derivative works
thereof embodied in or delivered to Customer in conjunction with the Work Product, and.
ii) authorize others to do any or all of the foregoing. Successful Respondent agrees to notify
Customer on delivery of the Work Product or services if such materials include any Third
Party IP.
B. On request, Successful Respondent shall provide Customer with documentation indicating a third
parry's written approval for Successful Respondent to use any Third Party IP that may be
embodied or reflected in the Work Product.
5.10 Agreement with Third Party Providers
Successful Respondent agrees that it shall have written agreement(s) that are consistent with the
provisions hereof related to Work Product and Intellectual Property Rights with any Third Party
Providers, prior to their providing such services or Work Product pursuant to the Contract, and that
Successful Respondent shall maintain such written agreements at all times during performance of the
Contract, which are sufficient to support all performance and grants of rights by Successful Respondent.
Copies of such agreements shall be provided to the Customer promptly upon request.
5.11 License to Customer
Successful Respondent grants to Customer, at no additional charge, a world-wide, non-exclusive,
perpetual, irrevocable, royalty free right and license, solely for the Customer's internal business purposes,
to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any
Successful Respondent IP embodied in or delivered to Customer in conjunction with the Work Product.
The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging
such third parties to assist or carryout Customer's internal business use of the Work Product. Except for
the preceding license, all rights in Successful Respondent IP remain in Successful Respondent.
Appendix A Standard Contract Terms and Conditions Page 13
<Rev December 2023>
5.12 Successful Respondent Development Rights
To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing
in the Contract shall preclude Successful Respondent from developing for itself, or for others, materials
which are competitive with those produced as a result of the services provided hereunder, provided that
no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such
competitive materials. To the extent that Successful Respondent wishes to use the Work Product, or
acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer
competitive goods or services to third parties, Successful Respondent and Customer agree to negotiate in
good faith regarding an appropriate license and royalty agreement to allow for such.
6 TERMS AND CONDITIONS APPLICABLE TO STATE AGENCY PURCHASES ONLY
A. Under Texas Government Code, Chapter 2054, Subchapter M, and DIR implementing rules,
DIR state agency and Institution of Higher Education Customers must procure EIR that
complies with the Accessibility Standards defined in the Texas Administrative Codes 1 TAC
206, 1 TAC 213, and in the Worldwide Web Consortium WCAG 2.0 AA technical standard as
applicable, and when such products or services are available in the commercial marketplace or
when such products are developed in response to procurement solicitations. Successful
Respondent hereby represents, certifies, and warrants that it and its products and services
comply with all relevant accessibility laws and standards.
i) Upon request, and prior to a DIR Customer purchase, Successful Respondent must provide
accurate Accessibility Conformance Reports (ACRs) created using the applicable sections
of the Voluntary Product Accessibility Template® (VPATC) Revised Section 508 Edition
(Version 2.3 or higher) or links to ACRs located on manufacturer websites for Commercial
Off the Shelf (COTS) products, including Software as a Service (SaaS), for each product or
product family (as applicable) included in the submitted pricelist. Instructions on how to
complete this document are included in the template itself. ACRs based on earlier versions
of the VPAT® template will be accepted if such competed ACRs already exist, and there
have been no changes to the product/service since the time of the original document
completion.
ii) If Successful Respondent claims that a proposed product or family of products is exempt
from accessibility requirements, it must specify the product(s) as such in "Notes" located in
the product information section of the VPAT v.2.3 or higher, or as an additional note in the
product information section of older VPAT versions of the form, specifying each exempt
product or product family with a supporting statement(s) for this position.
iii) Upon request, and prior to a DIR customer purchase for IT development services,
Successful Respondent must provide a completed, current, accurate, Vendor Accessibility
Development Services Information Request (VADSIR) form for non -COTS offerings (such
as IT related development services, services that include user accessed, online components,
etc.) which documents Successful Respondent's capability or ability to produce accessible
electronic and information resources.
iv) Additionally, Successful Respondent must ensure that EIR Accessibility criteria are
integrated into key phases of the project development lifecycle including but not limited to
Appendix A Standard Contract Terms and Conditions Page 14
<Rev December 2023>
planning, design, development, functional testing, user acceptance testing, maintenance;
and report accessibility status at key project checkpoints as defined by DIR customers.
v) Upon request, and prior to a Customer purchase for COTS products, or IT development
services, Successful Respondent must provide a completed, current, accurate, Policy
Driven Adoption for Accessibility (PDAA) for Vendor Self -Assessment.
vi) Also upon request, Successful Respondent must provide additional documentation that
supports the information contained in the aforementioned completed forms. Examples may
include but are not limited to: executed accessibility test plans and results, corrective
actions plans, description of accessibility test tools, platforms, and methods, and prior
work.
B. Purchase of Commodity Items (Applicable to State Agency Purchases Only)
i) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as
defined below, in accordance with contracts developed by DIR, unless the agency obtains
an exemption from DIR or a written certification that a commodity is not on DIR contract
(for the limited purpose of purchasing from a local government purchasing cooperative).
ii) Commodity items are commercially available software, hardware and technology services
that are generally available to businesses or the public and for which DIR determines that a
reasonable demand exists in two or more state agencies. Hardware is the physical
technology used to process, manage, store, transmit, receive or deliver information.
Software is the commercially available programs that operate hardware and includes all
supporting documentation, media on which the software may be contained or stored,
related materials, modifications, versions, upgrades, enhancements, updates or
replacements. Technology services are the services, functions and activities that facilitate
the design, implementation, creation, or use of software or hardware. Technology services
include seat management, staffing augmentation, training, maintenance and subscription
services. Technology services do not include telecommunications services. Seat
management is services through which a state agency transfers its responsibilities to a
vendor to manage its personal computing needs, including all necessary hardware, software
and technology services.
iii) Successful Respondent agrees to coordinate all State agency commodity item sales through
existing DIR contracts. Institutions of higher education are exempt from this Section.
7 CONTRACT FULFILLMENT AND PROMOTION
7.1 Service, Sales and Support of the Contract
Successful Respondent shall provide service, sales, and support resources to serve all Customers. It is the
responsibility of Successful Respondent to sell, market, and promote products and services available
under the Contract. Successful Respondent shall use best efforts to ensure that potential Customers are
made aware of the existence of the Contract. All contracts for and sales to Customers for products and
services available under the Contract shall be in accordance with the Contract.
7.2 Internet Access to Contract and Pricing Information
A. Successful Respondent Webpage
Appendix A Standard Contract Terms and Conditions Page 15
<Rev December 2023>
Within thirty (30) calendar days from the Effective Date, Successful Respondent will establish and
maintain a webpage specific to the services awarded under the Contract that is clearly distinguishable
from other, non-DIR Contract offerings on Successful Respondent's website. Successful Respondent
must use a web hosting service that provides a dedicated internet protocol (IP) address. Successful
Respondent's website must have a Secure Sockets Layer (SSL) certificate and Customers must access
Successful Respondent's website using Hyper Text Transfer Protocol Secure (HTTPS) and it will encrypt
all communication between Customer browser and website. The webpage must include:
i) a list with description of products and/or services awarded;
ii) Successful Respondent contact information (name, telephone number and email address);
iii) instructions for obtaining quotes and placing Purchase Orders;
iv) the DIR Contract number with a hyperlink to the Contract's DIR webpage;
v) a link to the DIR "Cooperative Contracts" webpage;
vi) the DIR logo in accordance with the requirements of Section 7.9; and
vii) any other information that the Contract indicates is required to be included on the webpage.
B. If Successful Respondent does not meet the webpage requirements listed above, DIR may cancel
the Contract without penalty.
7.3 Accurate and Timely Contract Information
Successful Respondent warrants and represents that the website information specified in the above
paragraph will be accurately and completely posted, maintained, and displayed in an objective and timely
manner. Successful Respondent, at its own expense, shall correct any non -conforming or inaccurate
information posted at Successful Respondent's website within ten (10) business days after written
notification by DIR.
7.4 Webpage Compliance Checks
Periodic Compliance Checks of the information posted for the Contract on Successful Respondent's
website will be conducted by DIR. Upon request by DIR, Successful Respondent shall provide verifiable
documentation that pricing listed upon this website is compliant with the pricing as stated in the Contract.
7.5 Webpage Changes
Successful Respondent hereby consents to a link from the DIR website to Successful Respondent's
website in order to facilitate access to Contract information. The establishment of the link is provided
solely for convenience in carrying out the business operations of the State. DIR reserves the right to
terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future
request for a link. DIR will provide Successful Respondent with subsequent notice of link suspension,
termination or removal. Successful Respondent shall provide DIR with timely written notice of any
change in URL or other information needed to access the site and/or maintain the link.
Appendix A Standard Contract Terms and Conditions Page 16
<Rev December 2023>
7.6 Use of Access Data Prohibited
If Successful Respondent stores, collects, or maintains data electronically as a condition of accessing
Contract information, such data shall only be used internally by Successful Respondent for the purpose of
implementing or marketing the Contract, and shall not be disseminated to third parties or used for other
marketing purposes. The Contract constitutes a public document under the laws of the State and
Successful Respondent shall not restrict access to Contract terms and conditions including pricing, i.e.,
through use of restrictive technology or passwords.
7.7 Responsibility for Content
Successful Respondent is solely responsible for administration, content, intellectual property rights, and
all materials at Successful Respondent's website. DIR reserves the right to require a change of listed
content if, in the opinion of DIR, it does not adequately represent the Contract.
7.8 Set -vices Warranty and Return Policies
Successful Respondent will adhere to Successful Respondent's then -currently published policies
concerning product and service warranties and returns. Such policies for Customers will not be more
restrictive or more costly than warranty and return policies for other similarly situated customers for like
products and services.
7.9 DIR and Customer Logos
Successful Respondent may use a Customer's logo only upon prior written approval of such Customer.
Successful Respondent may use the DIR logo in the promotion of the Contract to Customers with the
following stipulations:
A. the logo may not be modified in any way,
B. when displayed, the size of the DIR logo must be equal to or smaller than Successful
Respondent's logo,
C. the DIR logo is only used to communicate the availability of services under the Contract to
Customers, and
D. any other use of the DIR logo requires prior written permission from DIR.
7.10 Successful Respondent Logo
If DIR receives Successful Respondent's prior written approval, DIR may use Successful Respondent's
name and logo in the promotion of the Contract to communicate the availability of services under the
Contract to Customers. Use of the logo may be on the DIR website or on printed materials. Any use of
Successful Respondent's logo by DIR must comply with and be solely related to the purposes of the
Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the
Contract will give DIR any right, title, or interest in or to Successful Respondent's trademarks or the
goodwill associated therewith, except for the limited usage rights expressly provided by Successful
Respondent.
7.11 Trade Show Participation
At DIR's discretion, Successful Respondent may be required to participate in no more than two (2) DIR
sponsored trade shows each calendar year. Successful Respondent understands and agrees that
participation, at Successful Respondent's expense, includes providing a manned booth display or similar
presence. DIR will provide four (4) months advance notice of any required participation. Successful
Respondent must display the DIR logo at all trade shows that potential Customers will attend. DIR
Appendix A Standard Contract Terms and Conditions Page 17
<Rev December 2023>
reserves the right to approve or disapprove of the location or the use of the DIR logo in or on Successful
Respondent's booth.
7.12 Orientation Meeting
Within thirty (30) calendar days from execution of the Contract, Successful Respondent will be required
to attend an orientation meeting to discuss the content and procedures of the Contract to include
administrative requirements for reporting and administrative fee payments. The meeting will be held in
the Austin, Texas area at a date and time mutually acceptable to DIR and Successful Respondent or by
teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of Successful
Respondent for attendance at the meeting.
7.13 Performance Review Meetings
Successful Respondent shall attend periodic meetings to review Successful Respondent's performance
under the Contract at DIR's request. The meetings will be held in the Austin, Texas area at a date and
time mutually acceptable to DIR and Successful Respondent or by teleconference, at DIR's discretion.
DIR shall bear no cost for the time and travel of Successful Respondent for attendance at the meeting.
7.14 DIR Cost Avoidance
As part of the performance measures reported to state leadership, DIR must provide the cost avoidance
the State has achieved through the Contract. Upon request by DIR, Successful Respondent shall provide
DIR with a detailed report of a representative sample of products or services sold under the Contract. The
report shall contain: product or service description, list price, price to Customer under the Contract, and
pricing from three (3) alternative sources under which DIR Customers can procure the products or
services.
8 PURCHASE ORDERS, INVOICES, AND PAYMENTS
8.1 Purchase Orders
All Customer Purchase Orders will be placed directly with Successful Respondent. Accurate Purchase
Orders shall be effective and binding upon Successful Respondent when accepted by Successful
Respondent.
8.2 Invoices
A. Invoices shall be submitted by Successful Respondent directly to Customer and shall be issued in
compliance with Chapter 2251, Texas Government Code. All payments for services purchased
under the Contract and any provision of acceptance of such services shall be made by the
Customer to Successful Respondent. For Customers that are not subject to Chapter 2251, Texas
Government Code, Customer and Successful Respondent will agree to acceptable terms.
B. Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and
include any written changes that may apply, as it relates to services, prices, and quantities.
Invoices must include the Customer's Purchase Order number or other pertinent information for
verification of receipt of the products and services by the Customer.
C. The DIR Administrative Fee shall not be broken out as a separate line item when pricing or
invoice is provided to Customer.
Appendix A Standard Contract Terms and Conditions Page 18
<Rev December 2023>
8.3 Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Successful
Respondent. The statute states that payments for goods and services are due thirty (30) calendar days after
the goods are provided, the services completed, or a correct invoice is received, whichever is later.
Payment under the Contract shall not foreclose the right to recover wrongful payments. For Customers
that are not subject to Chapter 2251, Texas Government Code, Customer and Successful Respondent will
agree to acceptable terms.
8.4 Tax -Exempt
As per Section 151.309, Texas Tax Code, Customers under the Contract are exempt from the assessment
of State sales, use and excise taxes. Further, Customers under the Contract are exempt from Federal
Excise Taxes, 26 United States Code Sections 4253(i) and 0). Customers shall provide evidence of tax-
exempt status to Successful Respondent upon request.
8.5 Travel Expense Reimbursement
Pricing for services provided under the Contract are exclusive of any travel expenses that may be incurred
in the performance of those services. Travel expense reimbursement may include personal vehicle
mileage or commercial coach transportation, hotel accommodations, parking and meals; provided,
however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state
employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not
exceed the maximum rates established for state employees under the current State Travel Management
Program(httt)s:llcomt)troller.texas.Liovli)urchasing/programs/travel-mana2ementf). Travel time may not
be included as part of the amounts payable by Customer for any services rendered under the Contract. The
DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses
must be pre -approved in writing by Customer. Customer reserves the right not to pay travel expenses
which are not pre -approved in writing by the Customer.
9 CONTRACT ADNBMSTRATION
9.1 Contract Managers
DIR and Successful Respondent will each provide a contract manager {"Contract Manager") to support
the Contract (respectively, the "DIR Contract Manager" and "Successful Respondent Contract
Manager"). Information regarding each Contract Manager will be posted on the internet website
designated for the Contract. DIR reserves the right to require a change in Successful Respondent Contract
Manager if Successful Respondent Contract Manager is not, in the sole opinion of DIR, adequately
serving the needs of the State.
9.1.1 DIR Contract Manager
The DIR Contract Manager's duties include but are not limited to:
A. monitoring compliance and management of the Contract,
B. advising DIR of Successful Respondent's performance under the Contract, and
C. periodic verification of pricing and monthly reports submitted by Successful Respondent.
9.1.2 Successful Respondent Contract Manager
Successful Respondent Contract Manager's duties shall include but are not limited to:
Appendix A Standard Contract Terms and Conditions Page 19
<Rev December 2023>
A. supporting the marketing and management of the Contract,
B. facilitating dispute resolution between Successful Respondent and Customers, and
C. advising DIR of Successful Respondent's performance under the Contract.
9.2 Reporting and Administrative Fees
9.11 Reporting Responsibility
A. Each month, Successful Respondent shall report all products and services purchased under the
Contract. Successful Respondent shall file monthly reports to include monthly sales reports,
subcontract reports, and pay the DIR Administrative Fees in accordance with the due dates
specified in this Section.
B. DIR shall have the right to verify required reports and to take any actions necessary to enforce its
rights under this Section, including but not limited to, Compliance Checks of Successful
Respondent's applicable Contract books. Successful Respondent will provide all required
documentation at no cost.
9.2.2 Detailed Monthly Report
A. Using the Vendor Sales Report (VSR) portal, Successful Respondent shall provide DIR with a
monthly report in the format required by DIR detailing sales activity under the Contract for the
previous month period. This included months in which there are no sales. Reports may be
submitted between the first (1st) and the fifteenth (15th) of each month and are due no later than
the fifteenth (15th) calendar day of the month following the month of the sale. If the 15th
calendar day falls on a weekend or state or federal holiday, the report shall be due on the next
business day. Per transaction, the monthly report shall include, at a minimum,: the detailed sales
for the period, Customer name, invoice date, invoice number, description, quantity, MSRP or List
Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's
complete billing address, the estimated DIR Administrative Fee for the reporting period,
subcontractor name, EPEAT designation (if applicable), configuration (if applicable), contract
discount percentage, actual discount percentage, negotiated contract price (if fixed price is offered
instead of discount off of MSRP), and other information as required by DIR. Each report must
contain all information listed above per transaction or the report will be rejected and returned to
Successful Respondent for correction in accordance with this Section.
B. Successful Respondent shall report in a manner required by DIR which is subject to change
dependent upon DIR's business needs. Failure to do so may result in Contract termination.
9.2.3 Historically Underutilized Businesses Subcontract Reports
A. Successful Respondent shall electronically provide each Customer with their relevant Historically
Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter
2161, Texas Government Code. Reports shall also be submitted to DIR.
B. Reports shall be due in accordance with the CPA rules.
Appendix A Standard Contract Terms and Conditions Page 20
<Rev December 2023>
9.2.4 DIR Administrative Fee
A. The DIR Administrative Fee shall be paid by Successful Respondent to DIR to defray the DIR
costs of negotiating, executing, and administering the Contract. The maximum administrative fee
is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review
monthly sales reports, close the sales period, and notify Successful Respondent of the amount of
the DIR Administrative Fee no later than the fourteenth (14th) calendar day of the month
following the date of the reported sale. Successful Respondent shall pay the amount of the DIR
Administrative Fee by the twenty-fifth (25th) calendar day of the second month following the
date of the reported sale. For example, Successful Respondent reports January sales no later than
February 15th; DIR closes January sales and notifies Successful Respondent of the amount of the
DIR Administrative Fee by March 14th; Successful Respondent submits payment of the DIR
Administrative Fee for January sales by March 25th.
B. DIR may change the amount of the DIR Administrative Fee upon thirty (30) calendar days
written notice to Successful Respondent without the need for an amendment to the Contract.
C. To preserve the DIR Administrative Fee in place at the time of the sale of product or service, the
calculation of the DIR Administrative Fee is based on the Purchase Order date for each sale.
D. Successful Respondent shall reference the Contract number, reporting period, and DIR
Administrative Fee amount on any remittance instruments.
9.2.5 Accurate and Timely Submission of Reports
A. Successful Respondent shall submit reports and DIR Administrative Fee payments accurately and
timely in accordance with the due dates specified in this Section. Successful Respondent shall
correct any inaccurate reports or DIR Administrative Free payments within three (3) business
days upon written notification by DIR. Successful Respondent shall deliver any late reports or
late DIR Administrative Fee payments within three (3) business days upon written notification by
DIR. If Successful Respondent is unable to correct inaccurate reports or DIR Administrative Fee
payments or deliver late reports and DIR Administrative Fee payments within three (3) business
days, Successful Respondent shall contact DIR and provide a corrective plan of action, including
the timeline for completion of correction. The corrective plan of action shall be subject to DIR
approval.
B. Should Successful Respondent fail to correct inaccurate reports or cure the delay in timely and
accurate delivery of reports and payments within the corrective plan of action timeline, DIR
reserves the right at DIR's expense to require an independent third -party audit of Successful
Respondent's records as specified in Section 9.3 Records and Audit. DIR will select the auditor
(and all payments to auditor will require DIR approval).
C. Failure to timely submit three (3) reports or DIR Administrative Fee payments within any rolling
twelve (12) month period may, at DIR's discretion, result in the addition of late fees of $1001day
for each day the report or payment is due (up to $10001month) or suspension or termination of
Successful Respondent's Contract.
Appendix A Standard Contract Terms and Conditions Page 21
<Rev December 2023>
9.3 Records and Audit
A. Acceptance of funds under the Contract by Successful Respondent acts as acceptance of the
authority of the State Auditor's Office, or any successor agency, to conduct an audit or
investigation in connection with those funds. Successful Respondent further agrees to cooperate
fully with the State Auditor's Office or its successor in the conduct of the audit or investigation,
including providing all records requested. Successful Respondent shall ensure that this clause
concerning the authority to audit funds received indirectly by subcontractors through Successful
Respondent and the requirement to cooperate is included in any subcontract it awards pertaining
to the Contract. Under the direction of the Legislative Audit Committee, a vendor that is the
subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's
Office with access to any information the State Auditor's Office considers relevant to the
investigation or audit.
B. Successful Respondent shall maintain adequate records to establish compliance with the Contract
until the later of a period of seven (7) years after termination of the Contract or until full, final
and unappealable resolution of all Compliance Check or litigation issues that arise under the
Contract, whichever is later. Such records shall include per transaction: Customer name, invoice
date, invoice number, description, quantity, MSRP or List Price, unit price, extended price,
Customer Purchase Order number, contact name, Customer's complete billing address, the
calculations supporting each administrative fee owed DIR under the Contract, Historically
Underutilized Businesses Subcontracting reports, and such other documentation as DIR may
request.
C. Successful Respondent shall grant access to all paper and electronic records, books, documents,
accounting procedures, practices, customer records including but not limited to contracts,
agreements, purchase orders and statements of work, and any other items relevant to the
performance of the Contract to the DIR Internal Audit department or DIR Contract Management
staff, including the Compliance Checks designated by the DIR Internal Audit department, DIR
Contract Management staff, the State Auditor's Office, and of the United States, and such other
persons or entities designated by DIR for the purposes of inspecting, Compliance Checking,
and/or copying such books and records.
D. Successful Respondent shall provide copies and printouts requested by DIR without charge. DIR
shall use best efforts to provide Successful Respondent ten (10) business days' notice prior to
inspecting, Compliance Checking, and/or copying Successful Respondent's records. Successful
Respondent's records, whether paper or electronic, shall be made available during regular office
hours. Successful Respondent personnel familiar with Successful Respondent's books and
records shall be available to the DIR Internal Audit department, or DIR Contract Management
staff and designees as needed. Successful Respondent shall provide adequate office space to DIR
staff during the performance of Compliance Check. If Successful Respondent is found to be
responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which
Successful Respondent must pay within thirty (30) calendar days of receipt.
Appendix A Standard Contract Terms and Conditions Page 22
<Rev December 2023=
E. For procuring State Agencies whose payments are processed by the CPA, the volume of
payments made to Successful Respondent through the CPA and the administrative fee based
thereon shall be presumed correct unless Successful Respondent can demonstrate to DIR's
satisfaction that Successful Respondent's calculation of DIR's administrative fee is correct.
9.4 Contract Administration Notification
A. Prior to execution of the Contract, Successful Respondent shall provide DIR with written
notification of the following:
i) Successful Respondent Contract Manager's name and contact information,
ii) Successful Respondent sales representative name and contact information, and
iii) name and contact information of Successful Respondent personnel responsible for
submitting reports and payment of DIR Administrative Fees.
B. Upon execution of the Contract, DIR shall provide Successful Respondent with written
notification of the DIR Contract Manager's name and contact information.
10 SUCCESSFUL RESPONDENT RESPONSIBILITIES
10.1 Indemnification
10.1.1 Indemnities by Successful Respondent
A. Successful Respondent shall defend, indemnify, and hold harmless DIR, the State of Texas, and
Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
REPRESENTATIVES, CONTRACTORS, SUCCESSORS, ASSIGNEES, AND/OR
DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR
SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of,
resulting from, or related to:
i) any acts or omissions of Successful Respondent, its employees, or Third Party Providers in
or in connection with the execution or performance of the Contract and any Purchase
Orders issued under the Contract;
ii) any and all third party claims involving infringement of United States patents, copyrights,
trade and service marks, and any other intellectual or intangible property rights (an
"Infringement") in or in connection with the execution or performance of the Contract and
any Purchase Orders issued under the Contract;
iii) any breach, disclosure, or exposure of data or information of or regarding DIR or any
Customer that is provided to or obtained by Successful Respondent in connection with the
Contract, including DIR data, Customer data, confidential information of DIR or Customer,
any personal identifying information, or any other protected or regulated data by Successful
Respondent, its employees, representatives, agents, or subcontractors in or in connection
with the execution or performance of the Contract and any Purchase Orders issued under
the Contract; and
iv) tax liability, unemployment insurance or workers' compensation or expectations of benefits
by Successful Respondent, its employees, representatives, agents, or subcontractors in or in
connection with the execution or performance of the Contract and any Purchase Orders
issued under the Contract.
B. THE DEFENSE SHALL BE COORDINATED BY SUCCESSFUL RESPONDENT WITH THE
OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
Appendix A Standard Contract Terms and Conditions Page 23
<Rev December 2023>
DEFENDANTS IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT AGREE
TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM
THE OFFICE OF THE ATTORNEY GENERAL. FOR NON -STATE AGENCY CUSTOMERS,
THE DEFENSE SHALL BE COORDINATED BY CUSTOMER'S LEGAL COUNSEL.
SUCCESSFUL RESPONDENT AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER AND TO DIR OF ANY SUCH CLAIM.
10.1.2 Infringements
If Successful Respondent becomes aware of an actual or potential claim of an Infringement, or Customer
provides Successful Respondent with notice of an actual or potential claim of an Infringement, Successful
Respondent may (or in the case of an injunction against Customer, shall), at Successful Respondent's sole
expense: (i) procure for Customer the right to continue to use the affected portion of the product or
service, or (ii) modify or replace the affected portion of the product or service with functionally
equivalent or superior product or service so that Customer's use is non -infringing.
10.2 Property- Damage
IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF CUSTOMER
OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT, WRONGFUL ACT OR OMISSION
ON THE PART OF SUCCESSFUL RESPONDENT, ITS EMPLOYEES, AGENTS,
REPRESENTATIVES, OR SUBCONTRACTORS, SUCCESSFUL RESPONDENT SHALL PAY THE
FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE
PROPERTY, AT THE CUSTOMER'S SOLE ELECTION. SUCH COST SHALL BE DETERMINED
BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY SUCCESSFUL RESPONDENT
NINETY (90) CALENDAR DAYS AFTER THE DATE OF SUCCESSFUL RESPONDENT'S
RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE.
10.3 Taxes[Worker's Compensation/Unemployment Insurance
Successful Respondent agrees and acknowledges that during the existence of the Contract, Successful
Respondent shall be entirely responsible for the liability and payment of Successful Respondent's and its
employees' taxes of whatever kind, arising out of the performances in the Contract. Successful
Respondent agrees to comply with all state and federal laws applicable to any such persons, including
laws regarding wages, taxes, insurance, and workers' compensation. Successful Respondent agrees and
acknowledges that Successful Respondent and its employees, representatives, agents, and subcontractors
shall not be entitled to any state benefit or benefit of another governmental entity Customer. Customer,
DIR, and/or the State shall not be liable to Successful Respondent, its employees, agents, or others for the
payment of taxes or the provision of unemployment insurance and/or workers' compensation or any
benefit available to a state employee or employee of another governmental entity Customer.
Appendix A Standard Contract Terms and Conditions Page 24
<Rev December 2023>
i 0.4 Successful Respondent Certifications
A. Successful Respondent represents and warrants that, in accordance with Section 2155.005, Texas
Government Code, neither Successful Respondent nor the firm, corporation, partnership, or
institution represented by Successful Respondent, or anyone acting for such a firm, corporation or
institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983,
Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2)
communicated directly or indirectly the contents of this Response to any competitor or any other
person engaged in the same line of business as Successful Respondent.
B. Successful Respondent hereby certifies, represents, and warrants, on behalf of Successful
Respondent that:
i) it has not given, offered to give, and do not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor,
or service to a public servant in connection with the Contract;
ii) it is not currently delinquent in the payment of any franchise tax owed the State and is not
ineligible to receive payment under Section 231.006, Texas Family Code, and acknowledge
the Contract may be terminated and payment withheld if this certification is inaccurate;
iii) neither it, nor anyone acting for it, has violated the antitrust laws of the United States or the
State, nor communicated directly or indirectly to any competitor or any other person
engaged in such line of business for the purpose of obtaining an unfair price advantage;
iv) it has not received payment from DIR or any of its employees for participating in the
preparation of the Contract;
v) under Section 2155.004, Texas Government Code, the individual or business entity named
in the Contract is not ineligible to receive the Contract and acknowledges that the Contract
may be terminated and payment withheld if this certification is inaccurate;
vi) to the best of its knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting Successful Respondent, which if determined adversely to
Successful Respondent, will have a material adverse effect on the ability to fulfill its
obligations under the Contract;
vii) Successful Respondent and its principals are not suspended or debarred from doing
business with the federal government as listed in the System for Award Management
(SAM) maintained by the General Services Administration, nor is Successful Respondent
subject to any Federal Executive Orders issued banning certain entities or countries.
viii) as of the Effective Date, it is not listed in any of the Divestment Statute Lists published on
the Texas State Comptroller's website
(https:llcomi)troller.texas.2ov/purchasing/t)ublications/divestrnent.i)hv)-,
ix) in the performance of the Contract, Successful Respondent shall purchase products and.
materials produced in the State of Texas when available at the price and time comparable to
products and materials produced outside the state, to the extent that such is required under
Section 2155.4441, Texas Government Code;
Appendix A Standard Contract Terms and Conditions Page 25
<Rev December 2023>
x) all equipment and materials to be used in fulfilling the requirements of the Contract are of
high -quality and consistent with or better than applicable industry standards, if any. All
works and services performed pursuant to the Contract shall be of high professional quality
and workmanship and according consistent with or better than applicable industry
standards, if any;
xi) to the extent Successful Respondent owes any debt including, but not limited to, delinquent
taxes, delinquent student loans, and child support owed to the State of Texas, any payments
or other amounts Successful Respondent is otherwise owed under the Contract may be
applied toward any debt Successful Respondent owes the State of Texas until the debt is
paid in full;
xii) it is in compliance Section 669.003, Texas Government Code, relating to contracting with
executive head of a state agency;
xiii) the provision of goods and services or other performance under the Contract will not
constitute an actual or potential conflict of interest and certify that Successful Respondent
will not reasonably create the appearance of impropriety, and, if these facts change during
the course of the Contract, certify Successful Respondent shall disclose the actual or
potential conflict of interest and any circumstances that create the appearance of
impropriety;
xiv) under Section 2155.006 and Section 2261.053, Texas Government Code, it is not ineligible
to receive the Contract and acknowledges that the Contract may be terminated and payment
withheld if this certification is inaccurate;
xv) it has complied with the Section 556.0055, Texas Government Code, restriction on
lobbying expenditures. In addition, Successful Respondent acknowledges the applicability
of Section 2155.444 and Section 2155.4441, Texas Government Code, in fulfilling the
terms of the Contract;
xvi) Customer's payment and their receipt of appropriated or other funds under this Agreement
are not prohibited by Section 556.005 or Section 556.008, Texas Government Code;
xvii) in accordance with Section 2271.002, Texas Government Code, by signature hereon,
Successful Respondent does not boycott Israel and will not boycott Israel during the term
of the Contract;
xviii) in accordance with Section 2155.0061, Texas Government Code, the individual or business
entity named in the Contract is not ineligible to receive the Contract and acknowledges that
the Contract may be terminated and payment withheld if this certification is inaccurate;
xix) in accordance with Section 2252.152, Texas Government Code, it is not identified on a list
prepared and maintained under Section 2270.0201 (previously 806.051) or Section
2252.153, Texas Government Code;
xx) if Successful Respondent is required to make a verification pursuant to Section 2276.002,
Texas Government Code, Successful Respondent verifies that it does not boycott energy
companies and will not boycott energy companies during the term of the Contract;
xxi) if Successful Respondent is required to make a verification pursuant to Section 2274.002,
Texas Government Code, Successful Respondent verifies that it (A) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association and (B) will not discriminate during the term of the contract against a
firearm entity or firearm trade association;
Appendix A Standard Contract Terms and Conditions Page 26
<Rev December 2023>
xxii) under Section 161.0085, Texas Health and Safety Code, Successful Respondent is not
ineligible to receive the Contract;
xxiii) if Successful Respondent is required to make a certification pursuant to Section 2275.0102,
Texas Government Code, (A) Successful Respondent, including a wholly owned
subsidiary, majority -owned subsidiary, parent company, or affiliate of Successful
Respondent, is not owned by or the majority of stock or other ownership interest of
Respondent is not held or controlled by individuals who are citizens of China, Iran, North
Korea, Russia, or a country designated by the Governor as a threat to critical infrastructure;
(B) Successful Respondent, including a wholly owned subsidiary, majority -owned
subsidiary, parent company, or affiliate of Successful Respondent, is not owned by or the
majority of stock or other ownership interest of Successful Respondent is not held or
controlled by a company or other entity, including a governmental entity, that is owned or
controlled by citizens of or is directly controlled by the government of China, Iran, North
Korea, Russia, or a country designated by the Governor as a threat to critical infrastructure;
and (C) Successful Respondent, including a wholly owned subsidiary, majority -owned
subsidiary, parent company, or affiliate of Successful Respondent, is not headquartered in
China, Iran, North Korea, Russia, or a country designated by the Governor as a threat to
critical infrastructure,
xxiv) if the services to be provided under a Purchase Order include cloud computing services,
Successful Respondent shall comply with the requirements of the Texas Risk and
Authorization Management Program ("TX -RAMP"), as provided by 1 TAC §§ 202.27 and
202.77, and the TX -RAMP Program Manual ("Program Manual"). Successful Respondent
shall maintain program compliance and certification throughout the term of such Purchase
Order, including providing all quarterly and ongoing documentation required by the
Program Manual and any other continuous monitoring documentation or artifacts required
by the Customer issuing such Purchase Order. Upon request from DIR or the Customer
issuing such Purchase Order, Successful Respondent shall provide all documents and
information necessary to demonstrate Successful Respondent's compliance with TX -
RAMP; and
xxv) all information provided by Successful Respondent is current, accurate, and complete.
C. During the tern of the Contract, Successful Respondent shall promptly disclose to DIR all
changes that occur to the foregoing certifications, representations, and warranties. Successful
Respondent covenants to fully cooperate in the development and execution of resulting
documentation necessary to maintain an accurate record of the certifications, representations, and
warranties and any changes thereto.
D. In addition, Successful Respondent understands and agrees that if Successful Respondent
responds to certain Customer pricing requests, then, in order to contract with the Customer,
Successful Respondent may be required to comply with additional terms and conditions or
certifications that an individual customer may require due to state and federal law (e.g., privacy
and security requirements).
10.5 Ability to Conduct Business in Texas
Successful Respondent shall be authorized and validly existing under the laws of its state of organization
and shall be authorized to do business in the State of Texas in accordance with Texas Business
Organization Code, Title 1, Chapter 9. Upon request by DIR, Successful Respondent shall provide all
Appendix A Standard Contract Terms and Conditions Page 27
<Rev December 2023=
documents and other information necessary to establish Successful Respondent's authorization to do
business in the State of Texas and the validity of Successful Respondent's existence under the laws of its
state of organization.
10.6 Equal Opportunity Compliance
Successful Respondent agrees to abide by all applicable laws, regulations, and executive orders pertaining
to equal employment opportunity, including federal laws and the laws of the State of Texas in which its
primary place of business is located. In accordance with such laws, regulations, and executive orders,
Successful Respondent agrees that no person in the United States shall, on the grounds of race, color,
religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or
participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program
or activity performed by Successful Respondent under the Contract. If Successful Respondent is found to
be not in compliance with these requirements during the term of the Contract, Successful Respondent
agrees to take appropriate steps to correct these deficiencies. Upon request, Successful Respondent will
furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific
information on the composition of its principals and staff, including the identification of minorities and
women in management or other positions with discretionary or decision -making authority.
10.7 Use of Subcontractors
If Successful Respondent uses any subcontractors in the performance of the Contract, Successful
Respondent must make a good faith effort in the submission of its HUB Subcontracting Plan (HSP) in
accordance with the State's Policy on Utilization of Historically Underutilized Businesses (HUB). A
revised HSP approved by DIR's HUB Office shall be required before Successful Respondent can engage
additional subcontractors in the performance of the Contract. A revised HSP approved by DIR's HUB
Office shall be required before Successful Respondent can remove subcontractors currently engaged in
the performance of the Contract. Successful Respondent shall remain solely responsible for the
performance of its obligations under the Contract.
10.8 Responsibility for Actions
A. Successful Respondent is solely responsible for its actions and those of its agents, employees, or
subcontractors, and agrees that neither Successful Respondent nor any of the foregoing has any
authority to act or speak on behalf of DIR or the State.
B. Successful Respondent, for itself and on behalf of its subcontractors, shall report to the DIR
Contract Manager within five (5) business days any change to the information contained in the
Certification Statement of Exhibit A of the RFO or Section 10.4, Successful Respondent
Certifications of this Appendix A to the Contract. Successful Respondent covenants to fully
cooperate with DIR to update and amend the Contract to accurately disclose employment of
current or former State employees and their relatives and/or the status of conflicts of interest.
10.9 Confidentiality
A. Successful Respondent acknowledges that DIR and Customers that are governmental bodies as
defined by Section 552.003, Texas Government Code, are subject to the Texas Public Information
Act. Successful Respondent also acknowledges that DIR and Customers that are state agencies
will comply with the Public Information Act, and with all opinions of the Texas Attorney
General's office concerning this Act.
Appendix A Standard Contract Terms and Conditions Page 28
<Rev December 2023>
B. Under the terms of the Contract, DIR may provide Successful Respondent with information
related to Customers. Successful Respondent shall not re -sell or otherwise distribute or release
Customer information to any party in any manner.
10.10 Secuilty of Premises, Equipment, Data and Personnel
A. Successful Respondent or Third -Party Providers may, from time to time during the performance
of the Contract, have access to the personnel, premises, equipment, and other property, including
data, information, files, and materials belonging to a Customer. Successful Respondent and
Third -Party Providers shall preserve the safety, security, and the integrity of such personnel,
premises, equipment, and other property, including data, information, files, and materials
belonging to Customer, in accordance with the instruction of Customer and to the degree in
which Successful Respondent or such Third -Party Provider protects its own information.
Successful Respondent shall be responsible for damage to Customer's equipment, workplace,
and its contents when such damage is caused by Successful Respondent or a Third -Party
Provider. If Successful Respondent or Third -Party Provider fails to comply with Customer's
security requirements, then Customer may immediately terminate the Purchase Order and related
Service Agreement.
B. If a Purchase Order is subject to Section 2054.138, Texas Government Code, Successful
Respondent shall meet the security controls required by such Purchase Order, and shall
periodically provide to the Customer evidence that Successful Respondent meets such required
security controls.
10.1 1 Background and/or Criminal History Investigation
Prior to commencement of any services, background and/or criminal history investigation of Successful
Respondent's employees and Third -Party Providers who will be providing services to the Customer under
the Contract may be performed by the Customer or the Customer may require that Successful Respondent
conduct such background checks. Should any employee or Third -Party Provider of Successful
Respondent who will be providing services to the Customer under the Contract not be acceptable to the
Customer as a result of the background and/or criminal history check, then Customer may immediately
terminate its Purchase Order and related Service Agreement or request replacement of the employee or
Third -Party Provider in question.
1 0.12 Limitation of Liability
A. For any claim or cause of action arising under or related to the Contract, to the extent permitted
by the Constitution and the laws of the State, none of the parties shall be liable to the other for
punitive, special, or consequential damages, even if it is advised of the possibility of such
damages.
B. Successful Respondent and a Customer may include in a Purchase Order a term limiting
Successful Respondent's liability for damages in any claim or cause of action arising under or
related to such Purchase Order; provided that any such term may not limit Successful
Respondent's liability below two-times the total value of the Purchase Order. Such value includes
all amounts paid and amounts to be paid over the life of the Purchase Order to Successful
Respondent by such Customer as described in the Purchase Order.
C. Notwithstanding the foregoing or anything to the contrary herein, any limitation of Successful
Respondent's liability contained herein or in a Purchase Order shall not apply to: claims of bodily
Appendix A Standard Contract Terris and Conditions Page 29
<Rev December 2023>
injury; violation of intellectual property rights including but not limited to patent, trademark, or
copyright infringement; indemnification requirements under the Contract; and violation of State
or Federal law including but not limited to disclosures of confidential information and any
penalty of any kind lawfully assessed as a result of such violation.
10.1 3 Overcharges
Successful Respondent hereby assigns to DIR any and all of its claims for overcharges associated with the
Contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and
which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et
seq.
10,14 Prohibited Conduct
Successful Respondent represents and warrants that, to the best of its knowledge as of the date of this
certification, neither Successful Respondent nor any subcontractor, firm, corporation, partnership, or
institution represented by Successful Respondent, nor anyone acting for Successful Respondent or such
subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas
under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated
its response to the RFO directly or indirectly to any competitor or any other person engaged in such line
of business during the procurement for the Contract.
10.15 Required Insurance Coverage
A. As a condition of the Contract, Successful Respondent shall provide the listed insurance coverage
within five (5) business days of execution of the Contract if Successful Respondent is awarded
services which require that Successful Respondent's employees perform work at any Customer
premises or use vehicles to conduct work on behalf of Customers. In addition, when engaged by a
Customer to provide services on Customer premises, Successful Respondent shall, at its own
expense, secure and maintain the insurance coverage specified herein, and shall provide proof of
such insurance coverage to such Customer within five (5) business days following the execution
of the Purchase Order. Successful Respondent may not begin performance under the Contract
and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by,
DIR and the Customer. If Successful Respondent's services under the Contract will not require
Successful Respondent to perform work on Customer premises, or to use vehicles (whether
owned or otherwise) to conduct work on behalf of Customers, Successful Respondent may certify
to the foregoing facts, and agree to provide notice and the required insurance if the foregoing
facts change. The certification and agreement must be provided by executing the Certification of
Off -Premise Customer Services in the form provided by DIR, which shall serve to meet the
insurance requirements.
B. All required insurance must be issued by companies that have an A rating and a minimum
Financial Size Category Class of VII from AM Best, and are licensed in the State of Texas and
authorized to provide the corresponding coverage. The Customer and DIR will be named as
additional insureds on all required coverage. Required coverage must remain in effect through the
term of the Contract and each Purchase Order issued to Successful Respondent thereunder. The
minimum acceptable insurance provisions are as follows:
Appendix A Standard Contract Terms and Conditions Page 30
<Rev December 2023>
10.15.1 Commercial General Liability
Commercial General Liability must include $1,000,000.00 per occurrence for Bodily Injury and Property
Damage with a separate aggregate limit of $2,000,000.00; Medical Expenses per person of $5,000.00;
Personal Injury and Advertising Liability of $1,000,000.00; Products/Completed Operations aggregate
Limit of $2,000,000.00 and Damage to Premises Rented: $50,000.00. Agencies may require additional
Umbrella/Excess Liability insurance. The policy shall contain the following provisions:
A. Blanket contractual liability coverage for liability assumed under the Contract;
B. Independent Contractor coverage;
C. State of Texas, DIR, and Customer listed as an additional insured; and
D. Waiver of Subrogation.
10.15.2 Workers' Compensation Insurance
Workers' Compensation Insurance and Employers' Liability coverage must include limits consistent with
statutory benefits outlined in the Texas Workers' Compensation Act (Title 5, Subtitle A, Texas Labor
Code) and minimum policy limits for Employers' Liability of $1,000,000 per accident, $1,000,000
disease PER EMPLOYEE and S1,000,000 per disease POLICY LIMIT.
10.15.3 Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non -owned, and hired vehicles with a
minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. The
policy shall contain the following endorsements in favor of DIR and/or Customer:
A. Waiver of subrogation;
B. Additional insured.
1 0.16 Use of State Property
Successful Respondent is prohibited from using a Customer's equipment, location, or any other resources
of a Customer, DIR, or the State of Texas for any purpose other than performing services under this
Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and
telephones using State of Texas long distance services. Any charges incurred by Successful Respondent
using a Customer's equipment for any purpose other than performing services under this Agreement must
be fully reimbursed by Successful Respondent to such Customer immediately upon demand by such
Customer. Such use shall constitute breach of contract and may result in termination of the Contract, the
Purchase Order, and other remedies available to DIR and Customer under the Contract and applicable
law.
1 0.17 Immigration
A. Successful Respondent shall comply with all requirements related to federal immigration laws
and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the
Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the
Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention
of verification forms for any individual(s) who will perform any labor or services under the
Contract.
B. Pursuant to Chapter 673, Texas Government Code, Successful Respondent shall, as a condition of
the Contract, also comply with the United States Department of Homeland Security's E-Verify
system to determine the eligibility of:
Appendix A Standard Contract Terris and Conditions Page 31
<Rev December 2023>
i) all persons 1) to whom the E-Verify system applies, and 2) who are hired by Successful
Respondent during the term of the Contract to perform duties within Texas; and
ii) all subcontractors' employees 1) to whom the E-Verify system applies, and 2) who are
hired by the subcontractor during the tern of the Contract and assigned by the
subcontractor to perform work pursuant to the Contract.
C. Successful Respondent shall require its subcontractors to comply with the requirements of this
Section and Successful Respondent is responsible for the compliance of its subcontractors.
Nothing herein is intended to exclude compliance by Successful Respondent and its
subcontractors with all other relevant federal immigration statutes and regulations promulgated
pursuant thereto.
10.18 Public Disclosure
No public disclosures or news releases pertaining to the Contract shall be made by Successful Respondent
without prior written approval of DIR.
10.19 Product and/or Services Substitutions
Substitutions are not permitted without the prior written consent of DIR or Customer.
10.20 Secure Erasure of Hard Disk Managed Services Products and/or Services
Successful Respondent agrees that all managed service products and/or services equipped with hard disk
drives (e.g., computers, telephones, printers, fax machines, scanners, multifunction devices) shall have the
capability to securely erase, destroy, or render unreadable data written to the hard drive prior to final
disposition of such managed service products and/or services, either at the end of the managed service
product and/or services' useful life or at the end of the Customer's managed service product and/or
services' useful life or the end of the related Purchase Order for such products and/or services, in
accordance with 1 TAC 202 or NIST 800-88.
10.21 Deceptive Trade Practices; Unfair Business Practices
A. Successful Respondent represents and warrants that neither Successful Respondent nor any of its
subcontractors has been (i) found liable in any administrative hearing, litigation or other
proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas Business
& Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade Practice pending
in any administrative hearing, litigation or other proceeding.
B. Successful Respondent certifies that it has no officers who have served as officers of other
entities who (i) have been found liable in any administrative hearing, litigation or other
proceeding of Deceptive Trade Practices violations or (ii) have outstanding allegations of any
Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding.
10.22 Drug Free Workplace Policy
Successful Respondent shall comply with the applicable provisions of the Drug -Free Work Place Act of
1988 (41 U.S.C. §§8101-8106) and maintain a drug -free work environment; and the final rule,
government -wide requirements for drug -free work place (Financial Assistance), issued by the Office of
Management and Budget (2 C.F.R. Part 280, Subpart F 182) to implement the provisions of the Drug -Free
Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant
provisions thereof, including any amendments to the final rule that may hereafter be issued.
Appendix A Standard Contract Terms and Conditions Page 32
<Rev December 2023>
10.23 Public Information
A. Pursuant to Section 2252.907, Texas Government Code, Successful Respondent is required to
make any information created or exchanged with the State pursuant to the Contract, and not
otherwise excepted from disclosure under the Texas Public Information Act, available in a format
that is accessible by the public at no additional charge to the State.
B. Each State government entity should supplement the provision set forth in Section A, above, with
the additional terms agreed upon by the parties regarding the specific format by which Successful
Respondent is required to make the information accessible by the public.
C. Successful Respondent represents and warrants that it will comply with the requirements of
Section 552.372(a), Texas Government Code, where applicable. Except as provided by Section
552.374(c), Texas Government Code, the requirements of Subsection J, Chapter 552, Texas
Government Code, may apply to the Contract or certain Purchase Orders, and Successful
Respondent agrees that the Contract or such Purchase Orders can be terminated if Successful
Respondent knowingly or intentionally fails to comply with a requirement of that subchapter.
10.24 Successful Respondent Reporting Requirements
Successful Respondent shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109,
requiring computer technicians to report images of child pornography.
10.25 Cybersecurity Training
In accordance with Section 2054.5192, Texas Government Code, for any contract with a state agency or
institution of higher education, if Successful Respondent, or a subcontractor, officer, or employee of
Successful Respondent, will have access to a state computer system or database, then Successful
Respondent shall ensure that such officer, employee, or subcontractor shall complete a cybersecurity
training program certified under Section 2054.519, Texas Government Code, as selected by Customer
state agency or institution of higher education. The cybersecurity training program must be completed by
such officer, employee, or subcontractor during the term of the Contract and during any renewal period.
Successful Respondent shall verify to the Customer state agency or institution of nigher education
completion of the program by each such officer, employee, or subcontractor.
11 CONTRACT ENFORCEMENT
1 l .1 Enforcement of Contract and Dispute Resolution
A. Successful Respondent and DIR agree to the following: (i) a party's failure to require strict
performance of any provision of the Contract shall not waive or diminish that party's right
thereafter to demand strict compliance with that or any other provision, (ii) for disputes not
resolved in the normal course of business, the dispute resolution process provided for in Chapter
2260, Texas Government Code, shall be used, (iii) except as provided in Sec. 2251.051 Texas
Government Code, Successful Respondent shall continue performance while the dispute is being
resolved, and (iv) actions or proceedings arising from the Contract shall be heard in a state court
of competent jurisdiction in Travis County, Texas.
B. Disputes arising between a Customer and Successful Respondent shall be resolved in accordance
with the dispute resolution process of the Customer that is not inconsistent with the above. DIR
shall not be a party to any such dispute unless DIR, Customer, and Successful Respondent agree
in writing.
Appendix A Standard Contract Terms and Conditions Page 33
<Rev December 2023>
C. State agencies are required by rule (34 TAC §20.108(b)) to report vendor performance through
the Vendor Performance Tracking System (VPTS) on every purchase over $25,000.00.
11.2 Termination
11.2.1 Termination for Non -Appropriation
11.2.1.1 Termination for Non -Appropriation by Customer
Customers may terminate Purchase Orders if funds sufficient to pay its obligations under the
Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the
Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to
the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government
Code. In the event of non -appropriation, Successful Respondent will be provided ten (10)
calendar days written notice of intent to terminate. In the event of such termination, Customer
will not be in default or breach under the Purchase Order or the Contract, nor shall it be liable for
any further payments ordinarily due under the Contract, nor shall it be liable for any damages or
any other amounts which are caused by or associated with such termination.
11.2.1.2 Termination for Non -Appropriation by DIR
DIR may terminate the Contract if funds sufficient to pay its obligations under the Contract are
not appropriated: by the i) Texas legislature or ii) by budget execution authority provisioned to
the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government
Code. In the event of non -appropriation, Successful Respondent will be provided thirty (30)
calendar days written notice of intent to terminate. In the event of such termination, DIR will not
be in default or breach under the Contract, nor shall it be liable for any further payments
ordinarily due under the Contract, nor shall it be liable for any damages or any other amounts
which are caused by or associated with such termination.
11.2.2 Absolute Right
DIR shall have the absolute right to terminate the Contract without recourse in the event that: i)
Successful Respondent becomes listed on the prohibited vendors list authorized by Executive Order
#13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of
Foreign Assets Control; ii) Successful Respondent becomes suspended or debarred from doing business
with the federal government as listed in the System for Award Management (SAM) maintained by the
General Services Administration; or (iii) Successful Respondent is found by DIR to be ineligible to hold
the Contract under Subsection (b) of Section 2155.006, Texas Government Code. Successful Respondent
shall be provided written notice in accordance with Section 14.1, Notices, of intent to terminate.
11.2.3 Termination for Convenience
DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days'
written notice. A Customer may terminate a Purchase Order by giving the other party thirty (30) calendar
days' written notice.
Appendix A Standard Contract Terms and Conditions Page 34
<Rev December 2023>
11.2.4 Termination for Cause
11.2.4.1 Contract
Either DIR or Successful Respondent may issue a written notice of default to the other upon the
occurrence of a material breach of any covenant, certification, representation, warranty, or
provision of the Contract, upon the following preconditions: first, the parties must comply with
the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute;
second, after complying with Chapter 2260, Texas Government Code, and the dispute remains
unresolved, then the non -defaulting parry shall give the defaulting party thirty (30) calendar days
from receipt of notice to cure said default. If the defaulting party fails to cure said default within
the timeframe allowed, the non -defaulting party may, at its option and in addition to any other
remedies it may have available, cancel and terminate the Contract. Customers purchasing
products or services under the Contract have no power to terminate the Contract for default.
11.2.4.2 Purchase Order
Customer or Successful Respondent may terminate a Purchase Order or other contractual
document or relationship upon the occurrence of a material breach of any term or condition: (i) of
the Contract, or (ii) included in the Purchase Order or other contractual document or relationship,
upon the following preconditions: first, the parties must comply with the requirements of Chapter
2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with
Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non -
defaulting parry shall give the defaulting parry thirty (30) calendar days from receipt of notice to
cure said default. If the defaulting party fails to cure said default within the timeframe allowed,
the non -defaulting party may, at its option and in addition to any other remedies it may have
available, cancel and terminate the Purchase Order. Customer may immediately suspend or
terminate a Purchase Order without advance notice in the event Successful Respondent fails to
comply with confidentiality, privacy, security requirements, environmental, or safety laws or
regulations, if such non-compliance relates or may relate to vendor provision of goods or services
to the Customer.
11.2.5 Immediate Termination or Suspension
DIR may immediately suspend or terminate the Contract without advance notice if DIR receives notice or
knowledge of potentially criminal violations by Successful Respondent (whether or not such potential
violations directly impact the provision of goods or services under the Contract). In such case, Successful
Respondent may be held ineligible to receive further business or payment but may be responsible for
winding down or transition expenses incurred by Customer. DIR or Customer will use reasonable efforts
to provide notice (to the extent allowed by law) to Successful Respondent within five (5) business days
after the suspension or termination. Successful Respondent may provide a response and request an
opportunity to present its position. DIR or Customer will review Successful Respondent's presentation
but is under no obligation to provide formal response.
Appendix A Standard Contract Terms and Conditions Page 35
<Rev December 2023>
11.2.6 Customer Rights Under Termination
In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under
the Contract and any Purchase Order issued prior to the termination or expiration of the Contract. The
Purchase Order survives the expiration or termination of the Contract in accordance with Section 4.5.
11.2.7 Successful Respondent Rights Under Termination
In the event a Purchase Order expires or is terminated, a Customer shall pay all amounts due for products
or services ordered prior to the effective expiration or termination date and ultimately accepted.
1 l .3 Farce Majeure
DIR, Customer, or Successful Respondent may be excused from performance under the Contract or a
Purchase Order for any period when performance is prevented as the result of an act of God, strike, war,
civil disturbance, epidemic, or court order (each such event, an "Event of Force Majeure"), provided that
the party experiencing such Event of Force Majeure has prudently and promptly acted to take any and all
steps that are within the party's control to ensure performance and to shorten the duration or impact of the
Event of Force Majeure. The party suffering an Event of Force Majeure shall provide notice of the event
to the other parties when commercially reasonable. Subject to this Section, such non-performance shall
not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase
Order if it is determined by such Customer that Successful Respondent will not be able to deliver services
in a timely manner to meet the business needs of such Customer.
12 NON -SOLICITATION OF STATE EMPLOYEES
Successful Respondent shall not solicit, directly or indirectly, any employee of DIR who is associated
with the Contract for a period of ninety (90) calendar days following the expiration or termination of the
Contract. Further, Successful Respondent shall not solicit, directly or indirectly, any employee of a
Customer who is associated with a Purchase Order for a period of ninety (90) calendar days following the
expiration or termination of such Purchase Order.
f KMRT►II N 11A11►1611
Customers may provide written notice to Successful Respondent of errors, inaccuracies, or other
deficiencies in products or services provided by Successful Respondent under a Purchase Order within
thirty (30) calendar days or receipt of an invoice for such products or services. Successful Respondent
shall correct such error, inaccuracy, or other deficiency at no additional cost to Customer.
Appendix A Standard Contract Terms and Conditions Page 36
<Rev December 2023>
14 NOTIFICATION
14.1 Notices
All notices, demands, designations, certificates, requests, offers, consents, approvals, and other
instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of
delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand
delivered, or (ii) three (3) business days after being mailed via United States Postal Service. All notices
under the Contract shall be sent to a party at the respective address indicated in the Contract or to such
other address as such party shall have notified the other party in writing.
14.2 Handling of Written Complaints
In addition to other remedies contained in the Contract, a person contracting with DIR may direct their
written complaints to the following office:
Public Information Office
Department of Information Resources
Attn: Public Information Officer
300 W. 15th Street, Suite 1300
Austin, Texas 78701
(512) 475-4759, facsimile
15 CAPTIONS
The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and
reference purposes only and shall in no way be deemed to define or limit any provision thereof.
<END OF APPENDIX A>
Appendix A Standard Contract Terms and Conditions Page 37
<Rev December 2023=
Rev. 2+17
r" HUB Subcontracting Plan (HSP)
In accordance with Texas Gov't Code §2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore,
all respondents, including State of Texas certified Historically Underutilized Businesses {HUBS} must complete and submit this State of Texas HUB Subcontracting
Plan (HSP) with their response to the bid requisition (solicitation).
NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov't Code §2161.252(b).
The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the
goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAG) §202B4 are:
• 11.2 percent for heavy construction other than building contracts,
• 2 1. 1 percent for all building construction, including general contractors and operative builders' contracts,
• 32.9 percent for all special trade construction contracts,
• 23.7 percent for professional services contracts,
• 26.0 percent for all other services contracts, and
• 21.1 percent for commodities contracts.
- - Aaencv Special Instructions/Additional Requirements - -
In accordance with 34 TAC §20.285(d)(1)(D)(rir). a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBS for
its subcontracting opportunities if the total value of the respondent's subcontracts with Texas certified HUBS meets or exceeds the statewide HUB goal or the
agency specific HUB goal. whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBS with
which it will subcontract. if using existing contracts with Texas certified HUBS to satisfy this requirement only the aggregate percentage of (he contracts expected
to be subcontracted to HUBS with which the respondent does not have a continuous contract' in place for more than five (5) vears shall qualify for meeting the
HUB goal. This limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study.
.Ikfwsj�&N RESPONDENT AND REQUISITION INFORMATION
a, Respondent (Company) Name: ORACLE AM ERICA, INC. State of Texas VID# 1942805249202
Point of Contact: DAPO LAWAL Phone #: 703.364.0676
E-mail Address: dapo.lawal@oracle.com
b• Is your company a State of Texas certif ed HUB7 ❑ - Yes p - No
Fax #:
c. Requisition #: DIR-CPO-TMP-584 Bid Open Date: 11 /30/2023
[Er 111 u"y'i71
Rev. 2117
IEnter your company's name here: CRACLEAMERICA, INC. Requisition# ❑IR-CPO-TMP-584 I
Ujj Lf,L1n RESPONDENTS SUBCONTRACTING INTENTIONS
After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, and taking into consideration the scope of work
to be performed under the proposed contract, including all potential subcontracting opportunities, the respondent must determine what portions of work, including
contracted staffing, goods and services will be subcontracted. Note: I accordance with 34 TAG §20282, a "Subcontractor" means a person who contracts with
a pri,ne contractor to work, to supply commodities, or to contribute toward completing work for a governmeital entity.
a. Check -.he appropriate box (Yes or No) that identifies your subcontracting iitent ans:
p - Yes, I will be subcontracting portions of the contract. (If Yes, complete item b of this SECTION and continue to Item c of this SECTION.}
❑ - No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources, including employees, goods and
services. (If No, continue to SECTION 3 and SECTION 4.)
b. List all the portions of work {subcontracting opportunities} you will subcontract. Also, based an the total value of the contract, identify the percentages of the contract
you expect to award to Texas certified HUBS, and the percentage of : i e con:,act you expect to award to vend ars that are not a Texas certified HUB (i.e., Non -HUB).
HUBS Non -HUBS
Rem # Subcontracting Opportunity Description Percentage of the contract Percentage of the contract
9 pp tY p expected to he subcontracted to expected to be subcontracted to Percentage of the contract
HUBS with which you do not have HUBS with which you have a expected to be subcontracted
a rnnfimjop5 C[IIltract" in place continuous contract' in place for tc non -HUBS.
m for ore tl�an�ive (5) Years. more than five f5] vears.
Order Fulfiller 21.10 % % 6.69 %
2
°/o
°/o
%
3
%
4
°/o
°/o
%
%
%
2
°/o
°/o
%
%
%
16
%
%
%
11
%
%
%
12
%
%
%
13
%
%
%
14
%
%
%
15
%
%
%
Aggregate percentages of the contract expected to be subcontracted:
21.10 %
%
6.09 %
(Note: If you have more than fifteen subcontracting opportunities, a continuation sheet is available online at httm:llww.comptroller.texas.novinurchasinplvendorlhublfoam-pho).
c. Check the appropriate box (Yes or Na) that indicates whether you will be using only Texas certified HUBS to perform all of the subcontracting opportunities
you listed in SECTION 2, Item b.
❑ - Yes (If Yes, continue to SECTION 4 and complete an "HSP Goad Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed.}
0 - No [If No, continue to Item d, of this SECTION.]
d• Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBS
with which you do not have a continuous contract' in place with for more than five f5t vears, meets or exceeds the HUB goal the contracting agency
identified on page . in the 'Agency 5pecial Instructions/Additional Requirements"
- Yes [If Yes, continue to SECTION 4 and complete an "HSIP Goad Faith Effort - Method A (AttachmentA)" for each of the subcontracting opportunities you listed.}
❑ - No (If No, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed.)
'Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor,
where the NUB vendor provides the prime contractor with goods or service under the same contract for a specified periad of time. The frequency
the NUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more
contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather their
renewals or extensions to the original contract. In such situations the prime contractor and NUB vendor are entering (have entered) into ifew'
contracts.
PA
Rev. 2117
Enter your company's name here: ORACLE AMERICA, INC. Requisition k DIR-CPO-TMP-584
,imall]mA RESPONDENTs SUBCONTRACTING INTENTIONS (CONTINUATION SHEET)
This page can be used as a continuation sheet to the HSP Form's page 2, Section 2, Item b. Continue listing the portions of work (subcontracting
opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certif ed HUBs,
and the percentage of the contract you expect to award to vendors that are nat a Texas certified HUB (i.e., Non -HUB).
HUBS Nan -HUBS
Percentage of the contract Percentage of the contract Percentage of the contract
Item# Subcontracting Opportunity Description expected to he subcontracted to expected to be subcontracted to expected to besubeontracted
HUBS with which youdo not have HUBS with which you have a to non -HUBS.
a continuous contract' in place continuous contract' in place for
for more than five 15) vears. more than five (5) Years.
16
%
% %
17
%
% %
18
%
% %
19
%
% %
20
%
% %
21
%
% %
22
%
% %
23
%
% %
24
%
% %
25
%
% %
26
%
% %
27
%
% %
28
%
% %
29
%
% %
30
%
% %
31
%
% %
32
%
% %
33
%
% %
34
%
% %
35
%
% %
36
%
% %
37
%
% %
38
%
% %
39
%
% %
40
%
% %
41
%
% %
42
%
% %
43
%
% %
Aggregate percentages of the contract expected to be s u bcontracted:
%
% %
'Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor,
where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the
HUB vendor is utilized or paid during the term of the contract is riot relevant to whether the contract is considered continuous. Two or more contracts
that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or
extensions to the original contract. In such situations the prime contractor and NUB vendor are entering (have entered) into "new" contracts.
HSP — SECTION 2
(Continuation Sheet)
IEnter your company's name here: ORACLE AMERICA, INC.
Rev. 2M7
Requisition k ❑IR-CPC-TMP-584 I
.'1;,H1111iWN SELF PERFORMING JUSTIFICATION (If you responded `No to SECTION 2, Item a, you must complete this SECTION and continue to SECTION 4.) If YOU
responded 'No' to SECTION 2, Item a, in the space provided below explain how your company will perform the entire contract with its own employees, supplies,
materials and/or equipment.
iNigyiLfikmw AFFIRMATION
As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and
supporting documentation submitted with the HSP is true and correct. Respondent understands and agrees that, if awarded anv aortion of the requisition:
• The respondent will provide notice as soon as practical to all the subcontractors (HUBS and Nan -HUBS) of their selection as a subcontractor for the awarded
contract. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the
subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of
the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's
paint of contact for the contract no later than ten 00) workina days after the contract is awarded.
• The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report — PAR) to the contracting agency, verifying its
compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBS and Non-HUBs). (The PAR is available at
httas://www.comatrol ler.texas. Qovlpurchas i na/docslh ub-forms/Proa ressAssessmentReportForm. xl sl.
• The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different
subcontractors and the term Inatian of a subcontractor the respondent identified in its HSP. If the HSP is modif ed without the contracting agency's prior approval,
respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all
state contracting.
• The respondent must, upon request, allow the contracting agency to perform on -site reviews of the company's headquarters and/or work -site where services
are being performed and must provide documentation regarding staffing and other resources.
Signature on File
DAVID SIMPSON
Signature Printed Name
* See Attachment A-1 to this form for clarifications regarding Attachment A.
Reminder:
GROUP VICE PRESIDENT
Title
Date
fff-"Wvyvrl
Y If you responded "Yes" to SECTION 2, Items c or d, you must complete an "HSP Good Faith Effort - Method A {Attachment A}" for each of
the subcontracting opportunities you listed in SECT ON 2, Item b.
If you responded "No" SECTION 2, Items c and d, you must complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of
the subcontracting opportunities you listed n SECT ON 2, Item b.
3
HSP Good Faith Effort - Method A (Attachment A)
Rev.2f17
Enter your company's name here: ORACLE AMERICA, INC. Requisition k DIR-CPO-TMP-584
IMPORTANT. If you responded "Yes" to SECTION 2, Items c or d of the completed HSP form, you must submit a completed "HSP Good Faith Effort -
Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo -copy this
page or download the form at https:Ilwww.comptroller.texas x ov/Durchasinoldocs/hub-formslhub-sbcont-plan-afe-achm-a.pdf
hJ4y1lU►■-u11! SUBCONTRACTING OPPORTUNITY
Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing
the attachment.
Item Number 1 Description- Order Fulfiller
�`14111111►l-L1�■ SUBCONTRACTOR SELECTION
List the subcontractors) you selected to perform the subcontracting opportunity you listed above in SECTION A-1. Also identify whether they are a Texas certified
HUB and their Texas Vendor Identification {VID} Number or federal Employer Identification Number (EIN), the approximate dollar value of the work to be
subcontracted, and the expected percentage of work to be subcontracted. When searching far Texas certified HUBS and verifying their HUB status. ensure that you
use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Seafci ,ocated at
h :Ilm c a.c a. state .tx.uslt asscmbIsearchfindex. s . HUB status code "A" siInif es that the company is a Texas certified HUB.
Texas VID or federal El Approximate Expected
Company Name Texas certified HUB Do not erte•3oca EecLntyNumbets. DDIIarAmount Percentage of
If you do not know their VI 1 EIN, Contract
leave their V ID i EIN field blank.
RFD & ASSOCIATES, INC. p-Yes El- No 1742736774700 $28,700,000.00 21.10 %
(ASTUTE BUSINESS SOLUTIONS ❑-Yes El- No 12056278232 $ 100,000.00 0.07 %
CINTRA SOFTWARE & SERVICES, INC. ❑ - Yes p-No 1133890680000 $ 100,000.00 0.07 %
MYTHICS, LLC 0-Yes p- No 1541987871300 $ 8,000,000.00 5.88 %
(CAPITAL CONSULTING, LLC dba THARSEO IT ❑-Yes p-No 1471729825200 $ 100,000.00 0.07 %
❑-Yes ❑-No $ %
❑- Yes ❑-No $ %
❑ - Yes ❑ - No 5 %
❑ - Yes ❑ - No 5 %
❑ - Yes El- No 5 %
❑ - Yes ❑ - No 5 %
❑ - Yes ❑ - No 5 %
❑ - Yes ❑ - No 5 %
❑ - Yes El- No $ %
❑ - Yes ❑ - No $ %
❑ - Yes ❑ - No $ %
❑ - Yes ❑ - No $ %
❑ - Yes ❑- No $ %
❑ -Yes El- No $ %
❑ - Yes ❑ - No $ %
❑ - Yes El -No $ %
❑ -Yes ❑ - No $ %
❑ - Yes ❑ - No $ %
REMINDER: As specified in SECTION 4 of the completed HSP form, if you (resoandent] are awarded anv Dortion of the requisition, you are requi ed to
provide notice as soon as practical to all the subcontractors (HUBS and Nan -HUBS) of their selectian as a subcontractor. The notice must specify at a-nini -njm the
contracting agency's name and its paint of contact far the contract, the contract award numbe,. the subcontracting opportunity they {the subcontractor} will perform, the
approximate daIlar value of the subcontracting opportunity and the expected percentage of the total contract tnat the subcontracting opportunity represents. A copy of
the notice required by this section must also be provided to the contracting agency's po nt of contact for the contract na later than ten (10) workina days after the
contract is awarded.
Page 1 of 1
(Attachment A)
HSP Good Faith Effort - Method B (Attachment B)
Rev. 2117
Enter your company's name here: ❑ RAC LE AMERICA, INC. Requisition k DIR-CPO-TMP-584
IMPORTANT. If you responded "No" to SECTION 2, Items c and d of the completed HSP form, you must submit a completed "HSP Good Faith Effort -
Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo-oopy this
page or download the farm at httDs:llwww.comptroller.texas- aov/purchasing/docslhub-formsmub-sbcont-clan-ofe-achm-b.pdf..
141:01ILIJSUBCONTRACTING OPPORTUNITY
Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP farm for which you are
completing the attachment.
Item Number: Description:
bJAJ*11 fR0',JrA MENTOR PROTEGE PROGRAM
If respondent is participating as a Mentor in a State of Texas Mentor Protege Program, submitting its Protege (Protege must be a State of Texas certified HUB) as a
subcontractor to perform the subcontracting opportunity listed in SECTION 13-1, constitutes a good faith effort to subcontract with a Texas certif ed HUB towards that
specific portion of work.
Check the appropriate box (Yes or Na) that indicates whether you will be subcontracting the portion of work you listed in SECTION B-1 to your Protege.
❑ - Yes (If Yes, continue to SECTION B-4.)
❑ - No I Not Applicable (If No or Not Applicable, continue to SECTION B-3 and SECTION 34)
1.'1giaL*j,,s,-i%A NOTIFICATION OF SUBCONTRACTING OPPORTUNITY
When completing this sec' o-i you MUST comply with items a, b, c and d, thereby demonstrating your Good Faith Effort of )aviig notified Texas certified HUBS and
trade organizations or developmei: centers about the subcontracting opportunity you listed in SECTION 34 Your notice should include the scope of work,
information regarding the IoGation to review plans and specifications, bonding and insurance requirements, required qualifica: ois. and identify a contact person.
When sending notice of your subcontracting apportunity, you are encouraged to use the attached HUB Subcontracting Opportunity Notice form, which is also available
online at https:Ilwww.comptroller.texas .aovlDurchasinaldocslhub-forms1HUBSubcontracting0pportunityNotifcationForm .pdf.
Retain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBS and trade
organizations or development centers. Also, be mindful that a working day is considered a normal business day of a state agency, not including weekends, federal or
state holidays, or days the agency is declared closed by its executive officer. The initial day the subcontracting opportunity notice is sentiprovided to the HUBS and to
the trade organizations or development centers is considered to be "day zero" and does not count as one of the seven (7) working days.
a. Provide written notification of the subcontracting opportunity you listed in SECTION B-1, to three (3) or more Texas certified HUBS. Unless the contracting agency
specified a different time period, you must allow the HUBS at least seven (7) workina days to respond to the notice prior to you submitting your bid response to the
contracting agency. When searching for Texas certified HUBS and verifying their HUB status, ensure that you use the State of Texas' Centralized Master Bidders
List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at hthn Ilmvcpa.cpa.state.tx.us/tvasscmbIsearchfindex. isp. HUB status code "A"
signifies that the Gompany is a Texas certified HUB.
b. List the three 3 Texas certified HUBS you notif ed regarding the subcontracting opportunity you listed in SECTION B-1. Include the company's Texas Vendor
Identification (VID) Number, the date you sent notice to that company, and indicate whether it was responsive or non -responsive to your subcontracting
opportunity notice.
Company Name Texas VID Date Notice Sent Did the HUB Respond?
[Do not enter Social Security Numbers.] (m Md'rM)
❑ -Yes ❑ - No
❑ -Yes - No
❑ -Yes ❑ - No
c. Provide written notification of the subcontracting opportunity you listed in SECTION B-1 to two (2) or more trade organizations or development centers in Texas to
assist ii identifying potential HUBS by disseminating the subcontracting opportunity to their memberslparticipants . Unless the contracting agency specified a
different time period, you must provide your subcontrac:ine opportunity notice to trade organizations or development centers at least seven (7) workina days prior to
submitting your bid response to the contracting agency. A ist of !rade organizations and development centers that have expressed an interest in receiving notices
of sibccontracting opportunities is available on the Statewide hUB Program's webpage at https:Ilwww.comptroller. texas. aovlpurchasinalvendarlhublresources.phD.
d. List two 2 trade organizations or development centers you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the date
when you sent notice to it and indicate if it accepted or rejected your notice.
Trade Organizations or Development Centers
Date Notice Sent Was the Notioe Acoepted?
(mrmddlym)
❑- Yes ❑- No
❑ -Yes ❑ - No
Page 1 of 2
(Attachment B)
HSP Good Faith Effort - Method B (Attachment B) Cont Rev.2'17
Enter your company's name here: ORACLE AMERICA, INC. Requisition k ❑IR-CPO-TMP-584 I
b"14y1Lf1►1=t1115UBCONTRACTOR SELECTION
Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed H S P farm for which you are completing
the attachment.
a. (Enter the item number and description of the subcontracting opportunity for which you are completing this Attachment B continuation page.
Item Number: Description:
h- List : i e sjboo n:•actor(s) you seIeo:ed to perform the subcontracting opportunity you Iisted �n SECTION 13-1. Also identify whether they a•e a Texas ce•tified
HUB and Their Texas Vendor Identification (VID) Number or federal Emplioyer Identification Number (EIN), the approximate dollar value of tie ; ark :o be
subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBS and verifying their HUB status, ensure that
you use the State of Texas' Centralized Master Bidders List (CMBL) - Histor cally Underutilized Business (HUB) Directory Search located at
httpllmvcaa.caa. state- tx.usltaasscmblsearchlindex. isp. HUB status code "A" signifies that the company is a Texas certified HUB.
Texas VIQ or federal El Approximate Expected
Company Name Texas certified HUB oonot enter soolaISecurity Numbem. DouarAmount Percentage of
IF you do not know their VID I EIN, CAntract
leave their VI I EIN field blank.
❑ - Yes
❑
- No
5 %
❑ - Yes
❑
- No
$ %
❑ - Yes
❑
- No
$ %
❑ - Yes
❑
- No
$ %
❑ - Yes
❑
- No
$ %
❑- Yes
No
$ %
❑-Yes
No
$ %
❑ - Yes
❑
- No
$ %
o- Yes
❑
- No
$ %
❑ - Yes
❑
_ No
$ %
c. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B-t is not a Texas certified HUB, provide written
justification for your selection process (attach additional page if necessary).
R E M I N DER: As specified ii SE TION 4 of the completed HSP form, if you (resaondent) are awarded any aortian of the requisition, you are required to provide
notice as soon as practical to all the subcontractors (HUBS and Nan -HUBS) of their selection as a subcontractor. The iotioe must specify at a minimum the
contracting ace-icy's name and its paint of contact for the contract, the contract award number, the suboontracting opportun ty is (the subcontractor) will perform, the
approximate dollar value of the subcontracting opportunity and the expected percentage of the total ccn:,act that the subcontract ng opportunity represents. A copy of
the notice required by this sect an must also be provided to the contracting agency's paint of contact far tie contract no aver than ten (10) workina days after the
contract is awarded.
Page 2 of 2
(Attachment B)
�1�F ��F Fte�. lJ1 i
� = HUB SubcontractingOpportunity Notification Form
Y
In accordance with Texas Gov't Code, Chapter 2161, each skate agency that considers entering into a contract with an expected value of $100,000 or more shall, before the
agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. The state
agency I have identified below in Section B has determined that subcontracting opportunities are probable under the requisition to which my company will be responding.
34 Texas Administrative Cade, §20.285 requires all respondents (prime contractors) bidding on the contract to provide notice of each of their subcontracting opportunities to at
least three 3 Texas certified HUBS (who work within the respective industry applicable to the subcontracting opportunity), and allow the HUBS at least seven (7) workin(l days
to respond to the notice prior to the respondent submitting its bid response to the contracting agency. In addition, at least seven (7) workino days prior to submitting its bid
response to the contracting agency, the respondent must provide notice of each of its subcontracting opportunities to iwa {21or more trade organizations or development centers
(in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman, Service Disabled Veteran)
identified in Texas Administrative Code §20282(19)[0].
We respectfully request that vendors interested in bidding on the subcontracting apportunity scope of work identif ed in Section C, Item 2, reply no later than the date and time
identified in Section C, Item 1. Submit your response to the point -of -contact referenced in Section A.
UM PRIME CONTRACTOR'S INFORMATION
Company Name: ORACLE AMERICA, INC. State of Texas VID #: 1942805249202
Point -of -Contact: DAPO LAWAL Phone #: 703.364.0676
E-mail Address: davo.lawal(cboraCle.corn Fax #:
CONTRACTING STATE AGENCY AND REQUISITION INFORMATION
Agency Name:
Point -of -Contact: Phone #:
Requisition #: ❑ I R-CPO-TMP-584 Bid Open Date: 11 /30/2023
(mm`dd+f fty)
SUBCONTRACTING OPPORTUNITY RESPONSE DUE DATE, DESCRIPTION, REQUIREMENTS AND RELATED INFORMATION
1. Potential Subcontractor's Bid Response Due Date:
If you would like for our company to consider your company's bid for the subcontracting opportunity identified below in Item 2,
we must receive your bid response no later than
on
Central Time Date (mmd"yyy)
In accordance with 34 TAC §20.285, each notice of subcontracting opportunity shalf be provided to at feast three (3) Texas cerftfied HUBS; and allow the HUBS at
least seven (7) working days to respond to the notice prior to subrnrding our bid response to the contracting agency. In addition, at least seven (7) working days prior
to us submitting our bid response to the contracting agency; we must provide notice of each of our subcontracting opportunities to two (2) or more trade
organizations or development centers (in Texas) that serves members of groups (i.e., Asian Pacific American; Black American, Hispanic American, Native
American, Woman, Service Disabled Veteran) identified in Texas Administrative Code, §20.262(99)(C).
(A working day is considered a normal business day of a state agency; not including weekends; federal or state holidays, or days the agency is declared dosed
by its executive officer. The initial day the subcontracting opportunity notice is sentlprovided to the HUBS and to the trade organizations or development centers
is considered to be `day zero" and does not count as one of the seven (7) working days.)
2. Subcontracting Opportunity Scope of Work:
3. Required Qualifications: ❑-NotApplicable
4. Bond ingllnsuranceRequirements: ❑-NatApplicable
5. Location to review planslspecifications: ❑ - Not Applicable
ATTAC]IMELVT A-1
The Order Fulfillers listed above are not subcontractors to Oracle, but are qualified to be Oracle Resellers
under (DIR Contract number to be added upon finalization). The "Approximate Dollar Amount" and
Expected Percentage of Contract" included in the table in Section A-2 for Order Fulfillers above are only good
faith estimates of the Approximate Dollar Amount and Expected Percentage of Contract that the Resellers
expect to sell. Statements in this HSP relating to Oracle's expectations, beliefs, intentions and prospects,
including estimates on future sales are "forward -looking statements" and are subject to material risks and
uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual
results to differ materially. Economic, political and market conditions, among various other factors including
factors affecting each individual reseller could cause actual results to differ materially from expectations, and
could adversely affect our business and any future transaction.
DIR-CPO-5439
Appendix C Pricing Index
Oracle America, Inc
Discounts below may not be used in conjunction with any other discou its or special promotions offered by Successful Respondent; and these discounts do not apply to any products or services
that are priced in advance of availabil"4y, any products or services on controlled availability, any third - party products or services, or any products or services that are otherwise identified as non -
discount eligible in the applicable price list or rate card. Price lists referenced in this Appendix list pricing for products and services available for initial purchase as of the date of the applicable
price list At its discretion, Oracle may permit expansions or renewals by existing customers of products and services not available for initial purchase.
Wherethe tables below indicate that a discount is an initial discount (ag_ the discount applies to first year support or is a SaaS initial term discount) discounts and associated price list pricing
apply only to a Customer's initial pu rdhase and not to any renewal. Renewal pricing shall be in accordance with any appl iceble provisions of the Order Forth and Oracle's then-cument renewal
pricing policies, as applicable.
Any reference to -Professional Serviced or-C—Iting Set•ices- available through these price lists shall mean Technical Services- (for on -premise Product -related Services) or Technical Cloud
Services- within the meaning of the Contract
PRODUCT CATCATEGORYMSRPIUSF
CIETOtN OFF:%OFF
HIGHER EDUCATION
RELATED P1111ON6115F
MS RP/LIST[5ee Note 4")
B"g Data Cornectrs Software
25%
Oracce Engineered Systems Pri- L'st
SNGIVEERSD SYSTEMS COMPONENTS
20%
20%
Oracle Eng ineered Systems Pr'ce Lst
Exad a:a Database Machine Eighth Rack to Quarter Race Upgrades
20%
20%
Oracle Engineered Systems Pr'- L't
Exad a:a Database Machine X10M: Quarter Rack
10%
10%
Orac a Er g'neered Sys'er=_ D'ce _ist
Exad a:a Database Machine X9M: Eighth Rack
20%
20%
Orac a Er g'reerea Sys:ere -= ce _ist
Exad a:a Database Made ine X9M: Half Race
20%
20%
Orac a Er g'reerea Sys:ere -=ce _ist
Exad a:a Database Machine X9M: Quarter Rack
20%
20%
Orac a Erg'neereo Syster=_ -= ce _ist
Exec— Database Machine, Memory Expansion
10%
10%
Orac a Erg ineered Sys --ems P-ce L't
Exada:a Database Machine, Upgrades
10%
10%
Orac a Engineered Systems Pr'ce L'st
Exad a:a Database Servers X1 OM
10%
10%
Oracle Engineered Systems Price List
Exad a:a Database Servers X9M
20%
20%
Oracle Engineered Systems Price L"at
Exec— Software Products
29%
25%
Oracle Engineered Systems Price L"at
Exad a:a Storage Server X10M Extended [XT)
10%
10%
Oracle Engineered Sys:ens Price List
Exad a:a Storage Server X9M-2 Extended [XT]
20%
20%
Oracle Engineered Sys:ens Price List
Exadata Storage Servers: X10M
10%
10%
Oracle Engineered Systems Price List
Exadata Storage Servers: X9M
20%
20%
Oracle Engineered Sys --ems Pr'ce L'st
Exal ogic Software Products
25%
25%
Oracle Engineered Systems Pr'ce L'st
Exalytics Hardware Products
15%
15%
Oracle Engineered Systems Pr'ce L'st
Exalytics Software Products
25%
29%
Oracle Engineered Systems Pr'- L'st
NPAfxadata Options
20%
20%
Oracle Engineered Syste r=_ -'ce Lst
SPARC SuperCluster: MS
19%
18%
Oracle Engineered Systems Pr'ce L'st
Zero Data Loss Appliance Software
15%
19%
Oracle Engineered Systems Pr'ce L'st
Zero Data Loss Recovery Appliance: options
15%
15%
Oracle Engineered Systems Pr'ce List
Zero Data Loss Recovery Appliance RA23: Base Rack
10%
10%
Oracle Engineered Sys --ems Price List
Zero Data Loss Recovery Appliance Storage Server. RA23
10%
10%
Oracle Engineered Systems Price L"at
10 Gigabit Ethernet Switch Options
15%
18%
Systems Hardware arc Software Global Price List
Advanced Support Gateway Server
14%
20%
Systems Hardware arc Sortrva re Global Price List
Disk On—
14%
20%
Sys:a^-s Hardware anc Sortrva re Global Price List
Enterprise l nstal lation Services
0%
0%
Sys: a^-s Hardware anc Software Global Price List
Ethernet Adapters
14%
20%
Sys:a^-s Hardware arc Software Global Price List
Fibre Channel Host Bus Adapters
14%
20%
Sys:a^-s Hardware anc Software Global Price List
Fujitsu M10 Server Configured Options
15%
18%
Sys:a^-s Hardware ano Software Global Price List
Fujitsu M10 Server Features
15%
18%
Sys:a^-s Hardware anc Software Global Price List
Fujitsu M1O Server X-Options
15%
18%
Sys:a^-s Hardware anc Software Global Price List
Fujitsu SPARC M12 Server
15%
18%
Sys:a^-s Hardware anc Software Global Price List
Host Bus Adapters
14%
20%
Sys:a^-s Hardware ano Software Global Price List
LTO Tape Drive Features
24%
34%
Sys:a^-s Hardware anc Software Global Price List
LTOB -ape Drives Entry Level
24%
34%
Sys:a^-s Hardware anc Software Global Price List
LTOB-ape ❑rives High -End Libraries
24%
3496
Sys:a^- s Hardware a nc Softwa re Global Price List
LTOB-ape C r'•aes Mid range Libraries
24%
34%
Sys:a^- s Hardware a nc Softwa re Global Price List
LTO9 -ape Drives Entry Level
24%
34%
Sys:a^-s Hardware anc Software Global Price List
LT09-ape Drives High -End Libraries
24%
34%
Sys:a^-s Hardware ane Softwa re Global Price List
LTO9 Tape Drives Midrange Libraries
24%
34%
Sys:a^-s Hardware anc Software Global Price List
Network Adapters
14%
20%
Sys: a^-s Hardware anc Software Global Price List
Network Cables
14%
20%
Sys:a^- s Hardware a nc Softwa re Global Price List
Network Transcewers
14%
20%
Sys: a^-s Hardware anc Software Global Price List
Oracle Database Appliance options
20%
20%
Sys:a^-s Hardware anc Software Global Price List
Oracle Database Appliance storage
14%
20%
Sys:a^-s Hardware anc Software Global Pr'ce _ st
Oracle Database Appliance X10 options
20%
20%
Sye:a^-s Hardware anc Software Global Pr'ce _ st
Oracle Database Appliance X10-HA
14%
20%
Sye:a^-s Hardware anc Software Global Pr'ce _ st
Oracle Database Appliance X10-L
14%
20%
Sye:a^-s Hardware anc Software Global Pr'ce _ <_t
Oracle Database Appliance X10-S
14%
20%
Sys:e^-s Hardware anc Software Global Pr'ce _ <_t
Oracle Database Appliance X9 options
20%
20%
Sys --ems Hardware ano Software Global Price _ <_t
Oracle Database Appliance Xg-2L
14%
20%
Systems Hardware anc Software Global Pr'ce _ st
Oracle Database Appliance Xg-2 .
14%
20%
Sys --ems Hardware ano Software Global Price List
Oracle Database Appliance Xg-HA
14%
20%
Systems Hardware ano Software Global Price List
Oracle Database Appliance
14%
20%
Systems Hardware and Software Global Price List
Oracle FS Storage System Options
19%
18%
Sys:e ms Hardware and Software Global Price List
Oracle Server X5-2
14%
20%
Systems Hardware and Software Global Price List
Oracle Server X7 Options
14%
20%
Systems Hardware arc Software Global Price List
Oracle Server Xg Options
14%
20%
Systems Hardware arc Software Global Price List
Oracle Server Xg-2
14%
20%
Systems Hardware are Software Global Price List
Oracle Server Xg-2L
14%
20%
Systems Hardware arc Software Global Price List
Oracle Solaris Cluster Software
10%
50%
Systems Hardware anc Software Global Price List
Oracle Solaris Legacy Containers
10%
50%
Systems Hardware anc Software Global Price List
Oracle ZFS Storage Options
24%
34%
Systems Hardware ano Software Global Price List
Oracle ZFS Storage ZSS-4
24%
34%
Systems Hardware and Software Global Price List
DIR-CPO-5439
Appendix C Pricing Index
Oracle America, Inc
(Oracle ZFS Storage ZS7-2
24%
Oracle ZFS Storage ZSg-2
24%
1 Other Server Conigu red Options
6%
1 Power Cords
14%
Prix m Cloud Appliance: X9
15%
Racks
is%
SAS Host Bus Adapters
14%
Server Hard Disk Drives
14%
Server Solid State Disks
14%
SL150 Tape Library Options
24%
Sc laris Containers
0%
SPARC M7 Server Configured Options
15%
SPARC M7 Server X-Options
i s%
SPARC ME Server X-Options
i s%
SPARC ME Server
is%
SPARC S7 Server and Configured Options
15%
SPARC S7-2 Server
is%
SPARC S7-2L Server
i s%
SPARC T3 Server Conig ured Options
15%
SPARC T7 Server Conig ured Options
15%
SPARC T7 Server X-Options
i s%
SPARC T8 Server Conig ured Options
15%
' SPARC T8 Server X-Options
i s%
IS�ARC T8-1 Server
is%
SPARC T8-2 Server
is%
SPARC TS-4 Server
is%
Spare Parts
29%
Storage Hard Disk Drives
14%
Storage SAS SSDs
14%
Sun Flash Accelerator F640 PCIe Cana
24%
Sun Fads
i s%
Sun StorageTek SL3000 Modular Library Features
24%
Sun StorageTek SL4000 Modular Library Features
24%
Sun StorageTek SL4000 Modular Library System
24%
Sun StorageTek SLE500 Modular Library Features
24%
Sun ZFS Storage System Features
24%
Tape Media
24%
Tape Options
24%
Tuxedo CFSR
i s%
Cam mun ications Network -Acme Packet Hardware
29AB%
Cam munications Network- Oracle Cam munications EAG LE Hardware
2gA8%
Cam munications Network - Hardware Options
1336%
Cam munications Network- Hardware Option Spare Parts
1336%
Cam munications Network - Instal lation Material
2gA8%
34%
Systems Hardware and Software Global Price Lis[
34%
Systems Hardware and Software Global Price Lis[
6%
Systems Hardware and Software Global Price List
20%
Systems Hardware and Software Global Price Lis[
15%
Systems Hardware and Software Global Price Lis[
18%
Systems Hardware and Software Global Price Lis[
20%
Systems Hardware and Software Global Price Lis[
20%
Systems Hardware and Software Global Price Lis[
2G%
Systems Hardware and Software Global Price Lis[
34%
Systems Hardware and Software Global Price Lis[
0%
Systems Hardware and Software Global Price Lis[
16%
Systems Hardware and Software Global Price Lis[
16%
Systems Hardware and Software Global Price Lis[
19%
Systems Hardware and Software Global Price Lis[
78%
Systems Hardware and Software Global Price Lis[
19%
Systems Hardware and Software Global Price Lis[
78%
Systems Hardware and Software Global Price Lis[
78%
Systems Hardware and Software Global Price Lis[
19%
Systems Hardware and Software Global Price Lis[
19%
Systems Hardware and Software Global Price Lis[
19%
Systems Hardware and Software Global Price Lis[
19%
Systems Hardware and Software Global Price Lis[
19%
Systems Hardware and Software Global Price Lis[
78%
Systems Hardware and Software Global Price Lis[
78%
Systems Hardware and Software Global Price Lis[
78%
Systems Hardware and Software Global Price Lis[
29%
Systems Hardware and Software Global Price Lis[
20%
Systems Hardware and Software Global Price Lis[
20%
Systems Hardware and Software Global Price List
34%
Systems Hardware and Software Global Price Lst
19%
Systems Hardware and Software Global Price Lst
34%
Systems Hardware and Software Global Price L'st
34%
Systems Hardware and Software Global Price L'st
34%
Systems Hardware and Software Global Price L'st
34%
Systems Hardware and Software Global Price L'st
34%
Systems Hardware and Software Global Pr ce L'st
29%
Systems Hardware and Software Global Price L'st
34%
Systems Hardware and Software Global Price Lst
19%
Systems Hardware and Software Global Price Lis[
29AB%
Communications Network Global Price List
29AB%
Communications Netwo rk Global Price List
1336%
Communications Netwo rk Gl obal Price List
1336%
Comm unications N envo rk GI obal Price List
29AB%
Comm unications N etwork Global Price List
PRODUCT CATEGORY CUSTOMER DIISy�NT %OFF RELATED PRICING LIST RELATED NOTES
IO rade Techro.ogy
Oracle Tedh nol ogy - Cam pus W de Program Lioense
Oracle Business Intelligence Applications Component Prcrg
Oracle E-Business Suite Applications Cam parent Pricing
Oracle E-Business Sulie Applications Enterprise Pricing
Oracle Fusion Applications Component Pricing
IlD Edwards Component Pricing
IlD Edwards Enterprise Pricing
PeopleSoR Cam parent Pricing
PeopleSoft Enterprise Pricing
Oracle Public Sector Revenue Management
ISiebel CRM Component Pricing
Communications Network -Acme Packet Software
Cam mun ications Network - Oracle Corn munications EAGLE Software
Cam mun ications Network - Oracl a Corn mun i—cris Software
Cam mun ications Network - Subscription Licenses
-0d.59
Orac a Technology Global Price
Lis[
Oracle Technology Global Price
89.93%
List
Oracle Business Inre46gence
4459%
Applications Global Price List
Component Pricing
Oracle E-Business Suite
4459%
Applications Global Price List
Component Pricing
Oracle E-Business Suite
000%
Applications Global Price List
Enterprise Pricing
Oracle Fusion Applications Global
44 9%
Price List Component
JD Edwards Component Global
4459%
Price
JD Edwards Enterprise Global
Q00%
Price List
PeopleSoft Component Global
Price List
PeopleSoft Enterprise Global Rice
0.00%
List
Oracle Public Sector Revenue
Management Global Price List
Siebel CRM Component Global
Price List
Communications Network Global
Price List
Communications Network Global
4459%
Price List
Communications Network Global
4459%
Price List
Communications Network Global
QIXMG
Price List
Note#1 and*2
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DIR-CPO-5434
Appendix C Pricing Index
Oracle America, Inc
❑ra cle Local Government Tech rical Serv: ces and Technical Cloud
per. is=_s Pricing For Public Adminisn-atiun (Netsui[e for Guvemment] p Oracle Marketing Cloud Glvhal
Price List
and Du bl is Safety
NOTE Cl:
The Hardware Education Discount specified in Table A and Oracle Technology - Campus Wide Program License in Table 13-1 are
available for Customers who qualify as educational providers under the terms Of Oracle's standard Academic Practices POI is ies and are
eligible under §2054.003 Of the Texas Government Code ['Higher Education Institutions"]
NOTE 42:
Notwithstanding the existence of separate license pricing terms for educational programs, the terms and conditions of this Contract that Oracle determines to be applicable shall
apply t0 all purchases Of Oracle software and associated products offered herein under educational licenses. Higher Education Institutions purchasing under this Contract may acquire
licenses on a campus -wide basis, which means licensing all full-time and part-time students, faculty and staff ["Campus Wide Program"] in accordance with the following:
[a] Elioible Proorams. The appropriate price list is the Orace Tech nolvgy Global Price List for the following programs:
Oracle Database:
Standard Edition 2
Erterprise Edition
Personal Edition
- Mobi le Server
- NoSQL Enterprise Edition
Enterprise Edition Options:
- Multitenart
• Real Application Ousters
• Real Application Clusters One Node
-Parti[nning
-Active Data Guard
• Real Application Testing
-Advanced Compnssion
-Alva aced Secu rity Option
-Label Security
-Database Vault
,Times Ten Application
-Database Ir-Memory
Enterprise Management Optioro:
• Diagnostics Pack
-Tuning Pack
- L-itegycle Management Pack
-Data Masking and Subsetting Pads
-Cloud Management Padc
Application Server.
• Weblogic Server Standard Edition
•TopUn k and Application Development Framevmdc
-Weblogic Server Enterprise Edition
• Weblogic Suite
-WebTer
er
• GlassFsh Server
• Coherence Standard Edition One
-Coherence Enterprise Edrtnn
• Coherence Grid Edition
• BPEL Process Manager
• Internet Application Server Enterprise Edition
• SOA Suite for Non -Oracle Middl-
-Unified Business Process Management Suite for Non-0racle
-Stream Analy[ics
-Forms and Report
-Managed Fie Transfer
Application Server Enterprise Management Optiorm
- Weblogic Management pack Erterprise Edition
-SOA Ma nagem ern pack Enterprise Edition
-Managem ern pack for Coherence
-Managem ern pack for Golde Gate
-Managem ern pack for Data Integrator
Data Ink y- tiwr
-Data Integrator Enterprise Edition
-Data Intergrator for Big Data —
• Enterp+m Data Quality Audit and Dashboard for Data Integration -
• Enterprise Data quality Real -Time Processing for Data Integration -
• Enterprise Data quality hatch Processing for Data Integration -
• Enterprise Data quality Address Verification Server for Data Integration -
-GoldenGate
DIR-CPO-5439
Appendix C Pricing Index
Oracle America, Inc
-Gal dentate for Non -Oracle Database
[b] InM ar,—. Higher Education Institutions may allow an unlimited number of Internet users to access any of the Campus Wide Program licenses licensed under an Orace Order
Form, provided the access is for viewing, querying, or adding data associated with the Higher Education Institution's administrative, teaching, research or community service
functions. Higher Education Institutions may charge a fee for such internet access provided the fee is designed to only reimburse the Higher Education Institution for its costs
tncu Fred in developing and administering the Higher Education Institution's business program.
(0 OAI and WDP Mem bershiO. As of the effective date of an order placed under this Cmbract, teaching departments at the Higher Education Institution may participate in the Oracle
Academic Initiative [OAI) and/or the Oracle Workforce Development Program [YWDP] Or succesor programs that may replace OA I/WDP. The OAI/WDP membership fee will be
waived for any department that elects to incorporate Oracle programs into its Class— teaching. Teaching departments may apply for the free membership at httpy/oa i.orade.com
or http://workForce.oracle.com. Once the teaching department is established as an OAI/WDP member, the department will be licensed to use the Programs available under OAII WDP
for the purposes set forth in the applicable agreement
[d] User Minimums. The user minimum tables in the Oracle Licensing Definitions and Rules do not apply to Campus Wide Program licenses.
[e] Campus Wide Program licenses may not be used for non -medical school functions of an associated medical center Or university hospital (e.g., patient management and billing)
NOTE M3:
Discount does not apply to Universal Credits and Government part numbers. "Pre -Paid Subscri ptim" Or "Prepaid" part numbers may
not be purchased unless and except to the extent agreed upon with a Customer in the applicable Order Form.
NOTE &I,
Discount does not apply to Oracle Local Government Technical Services and Technical Cloud Services Pricing
APPENDIX D TO DIR CONTRACT NO. DIR-CPO-5439
These Oracle General Terms are incorporated as an appendix to the Contract for Products
and Related Services between the State of Texas acting by and through the Department of
Information Resources ("DIR") and Oracle America, Inc. ("Oracle") (DIR Contract No. DIR-
CPO-5439; Oracle Contract No. US-GMA-80517373)[the "Contract"). In the event of a
conflict between these General Terms and the Contract, the Contract shall control.
The documents contained in the hyperlinks herein were provided to DIR as of January 29,
2025. DIR has not approved the information in the linked terms and makes no
representations about the suitability of these terms for Customer transactions. Because the
terms are provided via hyperlink, they are subject to change without notice. Customers
are responsible for reading and understanding the Contract and all related terms,
including the linked terms in these General Terms.
Oracle General Terms Reference:
US-GMA-80517373
These General Terms (these "General Terms") and all Schedules hereto are incorporated as appendices to the
Contract for Products and Related Services between the State of Texas acting by and through the Department of
Information Resources ("DIR") and Oracle America, Inc. (''Oracle'') (DIR Contract No. DIR-CPO-5439; Oracle Contract
No. US-GMA-80517373 ) (the ''Contract"). These General Terms and all Schedules hereto are subject to the terms of
the Contract. event of a conflict between these General Terms and the Contract, the Contract shall control, and in the
event of a conflict between these General Terms and any other appendix or exhibit to the Contract, the conflict shall be
resolved as provided in Section 1.3 of the Contract. As used in these General Terms, "you", "You:',"your" or "Your"
shall refer to the Customer (as defined in the Contract) placing an order under the Contract. To place orders subject
to these General Terms, at least one Schedule (as defined below) must be incorporated into these General Terms. If
a term is relevant only to a specific Schedule, that term will apply only to that Schedule if and/or when that Schedule is
incorporated into these General Terms.
1. DEFINITIONS
1.1 "Hardware" refers to the computer equipment, including components; options and spare parts.
1.2 "Integrated Software" refers to any software or programmable code that is (a) embedded or integrated in the
Hardware and enables the functionality of the Hardware or (b) specifically provided to You by Oracle under
Schedule H and specifically listed (i) in accompanying documentation, (ii) on an Oracle webpage or (iii) via a
mechanism that facilitates installation for use with Your Hardware. Integrated Software does not include and You
do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support services; or
(b) separately licensed applications; operating systems, development tools, or system management software or
other code that is separately licensed by Oracle. For specific Hardware, Integrated Software includes Integrated
Software Options (as defined in Schedule H) separately ordered.
1.3 "General Agreement" refers to the Contract (including all Appendices and Exhibits), these General Terms
(including any amendments thereto), and all Schedule(s) incorporated into the General Agreement (including any
amendments to those incorporated Schedules)). The General Agreement governs Your use of the Products and
Service Offerings ordered from Oracle or an authorized reseller.
1.4 "Operating System" refers to the software that manages Hardware for Programs and other software.
1.5 "Products" refers to Programs, Hardware, Integrated Software and Operating System.
1.6 "Programs" refers to (a) the software owned or distributed by Oracle that You have ordered under Schedule
P, (b) Program Documentation and (c) any Program updates acquired through technical support. Programs do
not include Integrated Software or any Operating System or any software release prior to general availability (e.g.,
beta releases).
1.7 "Program Documentation" refers to the Program user manual and Program installation manuals. Program
Documentation may be delivered with the Programs. You may access the documentation online at
htti)://oracle.com/documentation.
1.8 "Purchase Order" has the meaning set forth in Contract Appendix A, Section 3.9.
1.9 "Schedule" refers to all Oracle Schedules to these General Terms as identified in Section 2.
1.10 "Separate Terms" refers to separate license terms that are specified in the Program Documentation,
readmes or notice files and that apply to Separately Licensed Third Party Technology.
1.11 "Separately Licensed Third Party Technology" refers to third party technology that is licensed under
Separate Terms and not under the terms of the General Agreement.
1.12 "Service Offerings" refers to technical support, education, hosted/outsourcing services, cloud services,
consulting, advanced customer support services, or other services which You have ordered. Such Service
Offerings are further described in, the applicable Schedule.
1.13 "You" and "Your" refers to the entity that has executed these General Terms
2. APPLICABLE SCHEDULES
As of the Effective Date, the following Schedules are incorporated into the General Agreement: Schedule C —
Cloud Services, Schedule P— Program, Schedule H— Hardware, and Schedule OSSS — Oracle Open Source
Support Services.
The Schedules set forth terms and conditions that apply specifically to certain types of Oracle offerings which may
be different than, or in addition to, these General Terms.
011111111--1zMiv+14►kIf-A0 : I
The purchase of any Products and related Service Offerings or other Service Offerings are all separate offers and
separate from any other order for any Products and related Service Offerings or other Service Offerings You may
receive or have received from Oracle. You understand that You may purchase any Products and related Service
Offerings or other Service Offerings independently of any other Products or Service Offerings. Your obligation to
pay for (a) any Products and related Service Offerings is not contingent an performance of any other Service
Offerings or delivery of any other Products or (b) other Service Offerings is not contingent on delivery of any
Products or performance of any additional/other Service Offerings. You acknowledge that You have entered into
the purchase without reliance on any financing or leasing arrangement with Oracle or its affiliate.
4. OWNERSHIP
Oracle or its licensors retain all ownership and intellectual property rights to the Programs, Operating System,
Integrated Software and anything developed or delivered under the General Agreement.
5. INDEMNIFICATION
License_OMA General Terms —US Public Sectnr_va40119_US_ENG Page 2 of 5
Reserved.
6. TERMINATION
Reserved.
7. FEES; PRICING, INVOICING AND PAYMENT OBLIGATION
7.1 All fees payable to Oracle are due in accordance with the Contract, and except as otherwise provided thereby,
are due within 30 days from the invoice date. Reimbursement of expenses related to the provision of any Service
Offering, if any, will be addressed in the relevant ordering document and/or statement of work for such services.
Unless You provide Oracle, in advance of the date taxes are due, with a certificate of tax exemption, You agree to
pay any sales, value-added, or other similar taxes imposed by applicable law that Oracle must pay based on the
Products and/or services You ordered, except for taxes based on Oracle's income.
7.2 You understand that You may receive multiple invoices for the Products and Service Offerings You ordered.
Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at
htti)://oracle.com/contracts.
S. NONDISCLOSURE
8.1 By virtue of the Master Agreement, the parties may have access to information that is confidential to one
another ("Confidential Information"). We each agree to disclose only information that is required for the
performance of obligations under the Master Agreement. Confidential Information shall be limited to all information
identified as confidential by the Contract, an applicable Purchase Order issued thereunder, by a Schedule to these
General Terms, or so identified at the time of disclosure.
8.2 A party's Confidential Information shall not include information that: (a) is or becomes a part of the public
domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the
disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is
lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently
developed by the other party.
8.3 Subject to the Texas Public Information Act and other applicable law, we each agree not to disclose each
other's Confidential Information to any third party other than those set forth in the following sentence for a period
of five (5) years from the date of disclosing party's disclosure of the Confidential Information to the receiving party.
We may disclose Confidential Information only to those employees or agents or subcontractors who are required
to protect it against unauthorized disclosure in a manner no less protective than under the General Agreement.
Nothing shall prevent either party from disclosing the terms or pricing under the Contract or a Purchase Order in
any legal proceeding arising from or in connection with the Master Agreement or disclosing the Confidential
Information (i) to a governmental entity as required by law or (ii) as required by Appendix A, Section 9.3 of the
Contract. In the event You receive a valid request for Oracle's Confidential Information pursuant to applicable law,
You will provide Oracle with reasonable notice of such request and give Oracle an opportunity to object to or limit
any such disclosure, to the extent permitted by applicable law.
8.4 To the extent You provide personal information to Oracle as part of any Service Offerings You have ordered
under the Master Agreement, Oracle will comply with:
a. the relevant Oracle privacy policies applicable to the Service Offerings, available at
httD://www.oracle.com/usl eaaI/Drivacv/overview/index.htmI;
b. the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system
and content management, available at httD://www.oracle.com/us/corporate/contracts/; and
c. the applicable version of the Data Processing Agreement for Oracle Services (the "Data Processing
Agreement"). The version of the Data Processing Agreement applicable to Your order is available at
https://www.oracIe.ccm/corporate/contracts/cloud-services/contracts.html#data-r)rocessina and is
incorporated herein by reference. The Data Processing Agreement does not apply to education services and
Oracle Data Cloud services under Schedule D. Your order for Service Offerings may also contain additional
or more specific privacy terms.
License_OMA General Terms —US Public Sector_va40119_US_ENG Page 3 of 5
9.1 You agree that the General Agreement and the information which is incorporated into the General Agreement
by written reference (including reference to information contained in a URL or referenced policy), together with the
applicable Purchase Order, are the complete agreement for the Products and/or Service Offerings ordered by You
and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such
Products and/or Service Offerings.
9.2 It is expressly agreed that the terms of the General Agreement and any Oracle order shall supersede the
terms in any Encumbering Document (as defined in the Contract), procurement internst portal or any other similar
non -Oracle document and no terms included in any such Encumbering Document, portal or other non -Oracle
document shall apply to the Products and/or Service Offerings ordered. In the event of inconsistencies between
the terms of any Schedule and these General Terms, the Schedule shall take precedence. The General Terms
and orders may not be modified and the rights and restrictions may not be altered or waived except in a writing
signed by authorized representatives of You and of Oracle. Any notice required under the General Agreement
shall be provided to the other party in writing.
i11M41&IkF-r0[a]►Eel A14F3=]I14 Ill l
Reserved.
1 `tl4:! 1■]:41
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to
the Products. You agree that such export laws govem Your use of the Products (including technical data) and any
Service Offerings deliverables provided under the General Agreement, and You agree to comply with all such
export laws and regulations (including "deemed export' and "deemed re-export" regulations). You agree that no
data, information, Product and/or materials resulting from Service Offerings (or direct product thereof) will be
exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws
including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile
technology.
12. FORCE MAJEURE
Reserved.
I 1143KCIG311 =1 7►110Eel W ►Td11►1OPl VIa] A 0101
The General Agreement is governed by the laws of the State of Texas.
14. NOTICE
If You have a dispute with Oracle or if You wish to provide notice under the Indemnification section of the Contract,
or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to:
Oracle America, Inc., 500 Oracle Parkway, Redwood City, Califomia, United States 94065, Attention: General
Counsel, Legal Department.
15. ASSIGNMENT
Except as expressly permitted by the terms of the Contract, You may not assign Your ordering document or give
or transfer the Programs, Operating System, Integrated Software and/or Service Offerings or an interest in them
to another individual or entity. If You grant a security interest in the Programs, Operating System, Integrated
Software andlor any Service Offerings deliverables, the secured party has no right to use or transfer the Programs,
Operating System, Integrated Software and/or any Service Offerings deliverables, and if You decide to finance
Your acquisition of any Products and/or any Service Offerings, You will follow Oracle's policies regarding financing
which are at htto://oracle.com/contracts. Any financing documents entered into by Customer with Successful
Respondent or any Order Fulfiller with respect to purchases under the Contract shall be considered Additional
Agreements as defined in D I R Contract Section 11. The foregoing shall not be construed to limit the rights You
may otherwise have with respect to the Linux operating system, third party technology or Separately Licensed
Third Party Technology licensed under open source or similar terms.
License_01VIA General Terms —US Public Sector_va40119_US_ENG Page 4 of 5
16. OTHER
16.1 Oracle is an independent contractor and we agree that no partnership, joint venture, or agency relationship
exists between us. We each will be responsible for paying our own employees, including employment related
taxes and insurance.
16.2 If any term of the General Agreement is found to be invalid or unenforceable, the remaining provisions will
remain effective and such term shall be replaced with a term consistent with the purpose and intent of the General
Agreement.
16.3 Reserved.
16.4 Products and Service Offerings deliverables are not designed for or specifically intended for use in nuclear
facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products
and Service Offerings deliverables in such applications.
16.5 If requested by an authorized reseller on Your behalf, You agree Oracle may provide a copy of the General
Agreement to the authorized reseller to enable the processing of Your order with that authorized reseller.
16.6 You understand that Oracle's business partners, including any third party firms retained by You to provide
consulting services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for nor bound by
any acts of any such business partner unless (i) the business partner is providing services as an Oracle
subcontractor in furtherance of an order placed under the General Agreement and (ii) only to the same extent as
Oracle would be responsible for the performance of Oracle resources under that order.
16.7 For software (i) that is part of Programs, Operating Systems, Integrated Software or Integrated Software
Options (or all four) and (ii) that You receive from Oracle in binary form and (iii) that is licensed under an open
source license that gives You the right to receive the source code for that binary, You may obtain a copy of the
applicable source code from https://oss.oracle.mm/sources/ or http:llwww.oracle.comlgoto/opensourcecode. If
the source code for such software was not provided to You with the binary, You may also receive a copy of the
source code on physical media by submitting a written request pursuant to the instructions in the "Written Offer for
Source Code" section of the latter website.
License_OMA General Terms —US Public Sector_va4011 SUS_ENG Page 5 of 5
APPENDIX E TO DIR CONTRACT NO. DIR-CPO-5439
This Schedule is incorporated as an appendix to the Contract for Products and Related Services
between the State of Texas acting by and through the Department of Information Resources ("DIR")
and Oracle America, Inc. ("Oracle") (DIR Contract No. DIR-CPO-5439; Oracle Contract No. LJS-GMA-
80517373)(the "Contract"). In the event of a conflict between this Schedule and the Contract, the
Contract shall control.
The documents contained in the hyperknks herein were provided to DIR as of January 29, 2025. DIR
has not approved the information in the linked terms and makes no representations about the
suitability of these terms for Customer transactions. Because the terms are provided via hyperlink,
they are subject to change without notice. Customers are responsible for reading and
understanding the Contract and all related terms, including the linked terms in this Schedule.
Oracle America, Inc. ("Oracle")
500 Oracle Parkway
Redwood Shores, CA 94065
I General Terms Reference:
US-GMA-80517373 I
This Program Schedule (this "Schedule P") is a Schedule to the General Terms referenced above. The Contract, the General
Terms and this Schedule P. together with any other Schedules that reference the General Terms, are the General Agreement. As
used in this Schedule P, "you'', "You", "your" or "Your" shall refer to the Customer placing an order under the Contract.
fiMONJ1►11110103M
1.1 "Commencement Date'' refers to the date of shipment of tangible media or the effective date of the order if shipment of
tangible media is not required.
1.2 Capitalized terms used but not defined in this Schedule P have the meanings set forth in the General Terms.
2. RIGHTS GRANTED
2.1 Upon Oracle's acceptance of Your order, You have the non-exclusive, non -assignable; royalty free, perpetual (unless
otherwise specified in the order), limited right to use the Programs and receive any Program -related Service Offerings You
ordered solely for Your internal business operations and subject to the terms of the General Agreement, including the definitions
and rules set forth in the order and the Program Documentation.
2.2 Upon payment for Program -related Service Offerings, You have the non-exclusive; non -assignable, royalty free; perpetual,
limited right to use for Your internal business operations anything developed by Oracle and delivered to You under this Schedule
P ("deliverables"); however; certain deliverables may be subject to additional license terms provided in the order.
2.3 You may allow Your agents and contractors (including, without limitation, outsourcers) to use the Programs and deliverables
for Your internal business operations and You are responsible for their compliance with the General Terms and this Schedule P
in such use. For Programs that are specifically designed to allow Your customers and suppliers to interact with You in the
furtherance of Your internal business operations, such use is allowed under the General Terms and this Schedule P.
2.4 You may make a sufficient number of copies of each Program for Your licensed use and one copy of each Program media.
K= *11110:7 A 0101:11
3.1 The Programs may contain or require the use of third party technology that is provided with the Programs. Oracle may
provide certain notices to You in Program Documentation, readmes or notice files in connection with such third party technology.
Third party technology will be licensed to You either under the terms of the General Agreement or, if specified in the Program
Documentation, readmes or notice files, under Separate Terms. Your rights to use Separately Licensed Third Party Technology
under Separate Terms are not restricted in any way by the General Agreement. However, for clarity, notwithstanding the
existence of a notice, third party technology that is not Separately Licensed Third Party Technology shall be deemed part of the
Programs and is licensed to You under the terms of the General Agreement.
If You are permitted under an order to distribute the Programs, You must include with the distribution all such notices and any
associated source code for Separately Licensed Third Party Technology as specified, in the form and to the extent such source
code is provided by Oracle, and You must distribute Separately Licensed Third Party Technology under Separate Terms (in the
form and to the extent Separate Terms are provided by Oracle). Notwithstanding the foregoing, Your rights to the Programs are
solely limited to the rights granted in Your order.
3.2 You may not:
a. remove or modify any Program markings or any notice of Oracle's or its licensors' proprietary rights;
b. make the Programs or materials resulting from the Service Offerings available in any manner to any third party for use
in the third party's business operations (unless such access is expressly permitted for the specific Program license or
materials from the Service Offerings you have acquired);
c. cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the
Programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by
Programs);
d. disclose results of any Program benchmark tests without Oracle's prior written consent, except as required by applicable
law, provided that You give Oracle prior notice and an opportunity to oppose such disclosure (to the extent permitted by
law).
3.3 The prohibition on the assignment or transfer of the Programs or any interest in them, except as expressly permitted under
the terms of Your order for the Programs, under section 15 of the General Terms shall apply to all Programs licensed under this
Schedule P, except to the extent that such prohibition is rendered unenforceable under applicable law.
4. TRIAL PROGRAMS
You may order trial Programs, or Oracle may include additional Programs with Your order which You may use for trial, non -
production purposes only. You may not use the trial Programs to provide or attend third party training on the content and/or
functionality of the Programs. You have 30 days from the Commencement Date to evaluate these Programs. To use any of
these Programs after the 30 day trial period, You must obtain a license for such Programs from Oracle or an authorized reseller.
If You decide not to obtain a license for any Program after the 30 day trial period, You will cease using and promptly delete any
such Programs from Your computer systems. Programs licensed for trial purposes are provided "as is° and Oracle does not
provide technical support or offer any warranties for these Programs.
E•�0481:I01NEIW--111;2101 40
5.1 For purposes of an order, technical support consists of Oracle's annual technical support services You may have ordered
from Oracle or an authorized reseller for the Programs. If ordered, annual technical support (including first year and all
subsequent years) is provided under Oracle's technical support policies in effect at the time the technical support services are
provided. You agree to cooperate with Oracle and provide the access, resources, materials, personnel, information and
consents that Oracle may require in order to perform the technical support services. The technical support policies are
incorporated in this Schedule P and are subject to change at Oracle's discretion; however, Oracle policy changes will not result
in a material reduction in the level of technical support services provided for supported Programs during the period for which
fees for technical support have been paid. DIR has not reviewed or approved such technical support policies, and You are
responsible for reviewing the policies prior to entering into the order for the applicable technical support services. You may
access the current version of the technical support policies at httr):Iioracle.com/contracts.
5.2 If You decide to purchase technical support for any Program license within a license set, You are required to purchase
technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license
License_OMA Schedule P_v091120_US_ENG Page 2 of 4
set only if You agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in
accordance with the technical support policies in effect at the time of termination. Oracle's license set definition is available in
the current technical support policies. If You decide not to purchase technical support, You may not update any unsupported
Program licenses with new versions of the Program.
[-� ;J 5 C a 4 W_►t0 4 ■I&I4:11C■3 =101 Jil 4 a I:1*1
In addition to technical support, You may order a limited number of Program -related Service Offerings under this Schedule P as
listed in the Program -Related Service Offerings document, which is at httD://oracle.com/contracts. You agree to provide Oracle
with all information, access and full good faith cooperation reasonably necessary to enable Oracle to deliver these Service
Offerings and You will perform the actions identified in the order as Your responsibility. If while performing these Service
Offerings Oracle requires access to another vendor's products that are part of Your system, You will be responsible for acquiring
all such products and the appropriate license rights necessary for Oracle to access such products on Your behalf. Service
Offerings provided may be related to Your license to use Programs owned or distributed by Oracle which You acquire under a
separate order. The agreement referenced in that order shall govern Your use of such Programs.
7. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
7.1 Oracle warrants that a Program licensed to You will operate in all material respects as described in the applicable Program
Documentation for a period of one year after delivery (i.e., via physical shipment or electronic download). You must notify Oracle
of any Program warranty deficiency within one year after delivery. Oracle also warrants that technical support services and
Program -related Service Offerings (as referenced in section 6 above) ordered and provided under this Schedule P will be
provided in a professional manner consistent with industry standards. You must notify Oracle of any technical support service
or Program -related Service Offerings warranty deficiencies within 90 days from performance of the deficient technical support
service or Program -related Service Offerings.
7.2 ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR -FREE OR UNINTERRUPTED
OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
7.3 FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY
SHALL BE : (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY: OR, IF
ORACLE CANNOT SUBSTANTIALLY CORRECT THE ERRORS OF THE APPLICABLE PROGRAM LICENSE IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES YOU
PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES YOU
HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF THE DEFICIENT PROGRAM -RELATED
SERVICE OFFERINGS; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY
REASONABLE MANNER, YOU MAY END THE DEFICIENT PROGRAM -RELATED SERVICE OFFERINGS AND RECOVER
THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT PROGRAM -RELATED SERVICE OFFERINGS.
7.4 TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER
EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.5. For the avoidance of doubt, this section does not prejudice your rights with respect to, or exclude other remedies you may
have under the General Agreement for, breach of any other provision of the General Agreement.
[:W_NJ ■] 111 111
Upon 45 days written notice, Oracle may audit Your use of the Programs to ensure Your use of the Programs is in compliance
with the terms of the applicable order and the General Agreement. Any such audit shall not unreasonably interfere with Your
normal business operations.
You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information reasonably requested
by Oracle. Such assistance shall include, but shall not be limited to, the running of Oracle data measurement tools on Your
servers and providing the resulting data to Oracle.
The performance of the audit and non-public data obtained during the audit (including findings or reports that result from the
audit) shall be considered Confidential Information subject to the provisions of Section S, Nondisclosure, of the General Terms.
If the audit identifies non-compliance, You agree to remedy (which may include, without limitation, the payment of any fees for
additional licenses for Programs) such non-compliance within 30 days of written notification of that non-compliance. If You do
not remedy the non-compliance, Oracle can end (a) Program -related Service Offerings (including technical support), (b) Program
licenses ordered under this Schedule P and related agreements and/or (c) the General Agreement. You agree that Oracle shall
not be responsible for any of Your costs incurred in cooperating with the audit.
License_OMA Schedule P_v091120_US_ENG Page 3 of 4
9. ORDER LOGISTICS
9.1 Delivery and Installation
9.1.1 You are responsible for installation of the Programs unless the Programs have been pre -installed by Oracle on the
Hardware You are purchasing under the order or unless You purchase installation services from Oracle for those Programs.
9.1.2 Oracle has made available to You for electronic download at the electronic delivery web site located at the following
Internet URL: http:/Jedelivery.oracle.com the Programs listed in the Programs and Program Support Service Offerings section
of the applicable order. Through the Internet URL, You can access and electronically download to Your location the latest
production release as of the effective date of the applicable order of the software and related Program Documentation for
each Program listed. Provided that You have continuously maintained technical support for the listed Programs; You may
continue to download the Programs and related Program Documentation. Please be advised that not all Programs are
available on all hardware/operating system combinations. For the most recent Program availability please check the
electronic delivery web site specified above. You acknowledge that Oracle is under no further delivery obligation with respect
to Programs under the applicable order, electronic download or otherwise.
9.1.3 If ordered; Oracle will deliver the tangible media to the delivery address specified on the applicable order.
9.2 Territory
The Programs shall be used in the United States.
9.3 Pricing, Invoicing and Payment Obligation
9.3.1 In entering into payment obligations under an order. You agree and acknowledge that You have not relied on the future
availability of any Program or updates. However, (a) if You order technical support, the preceding sentence does not relieve
Oracle of its obligation to provide such technical support under the General Agreement; if and when available, in accordance
with Oracle's then current technical support policies, and (b) the preceding sentence does not change the rights granted to
You under an order and the General Agreement.
9.3.2 Program fees are invoiced as of the Commencement Date.
9.3.3 Program -related Service Offering fees are invoiced after the performance of the Program -related Service Offering
performance; specifically, technical support fees are invoiced quarterly in arrears. The period of performance for all Program -
related Service Offerings is effective upon the Commencement Date.
9.3.4. In addition to the prices listed in the order; Oracle will invoice you for any applicable taxes, subject to Section 7.1 of
the General Terms.
iMLlIiv+14►ki
Reserved.
License_01MA Schedule P_v091126_US_ENG Page 4 of 4
APPENDIX F TO CONTRACT NO. DIR-CPO-5439
This Schedule is incorporated as an appendix to the Contract for Products and
Related Services between the State of Texas acting by and through the Department
of Information Resources ("DIR") and Oracle America, Inc. ("Oracle") (DIR Contract
No. DIR-CPO-5439; Oracle Contract No. US-GMA-84517373)(the "Contract"). In the
event of a conflict between this Schedule and the Contract, the Contract shall
control.
The documents contained in the hyperlinks herein were provided to DIR as of
January 29, 2025. DIR has not approved the information in the linked terms and
makes no representations about the suitability of these terms for Customer
transactions. Because the terms are provided via hyperlink, they are subject to
change without notice. Customers are responsible for reading and understanding
the Contract and all related terms, including the linked terms in this Schedule.
Oracle America, Inc. ("Oracle,: 'we," "us," or "our'')
500 Oracle Parkway Redwood Shores, CA
94065
I General Terms Reference:
US-GMA-80517373
This Claud Services Schedule (this "Schedule C") is a Schedule to the General Terms referenced above. For
purposes of the Services under this Schedule C. the Contract, the General Terms and this Schedule C constitute;
collectively, the "General Agreement''; other Schedules to the General Terms, such as Schedule P (Program
Schedule), do not apply to the Services ordered under this Schedule C. As used in this Schedule C, "you",
"You", "your" or "Your" shall refer to the Customer placing an order under the Contract.
1. USE OF THE SERVICES
1.1 Oracle will make the Oracle services listed in Your order (the "Services") available to You pursuant to
the General Agreement and Your order. Except as otherwise stated in the General Agreement or Your order;
You have the non-exclusive, worldwide, limited right to use the Services during the period defined in Your
order, unless earlier terminated in accordance with the General Agreement or Your order (the "Services
Period''), solely for Your internal business operations. You may allow Your Users (as defined below) to use the
Services for this purpose, and You are responsible for their compliance with the General Agreement and Your
order.
1.2 The Service Specifications describe and govern the Services. During the Services Period; we may
update the Services and Service Specifications to reflect changes in, among other things, laws, regulations,
rules, technology, industry practices; patterns of system use; and availability of Third Party Content (as defined
below). Oracle updates to the Services or Service Specifications will not materially reduce the level of
performance, functionality, security or availability of the Services during the Services Period of Your order.
1.3 You may not, and may not cause or permit others to: (a) use the Services to harass any person;
cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or
obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail,
spam or chain letters; infringe intellectual or other property rights; sell, manufacture, market and/or distribute
any product or service in violation of applicable laws; or otherwise violate applicable laws, ordinances or
regulations; (b) perform or disclose any benchmarking or availability testing of the Services, except as permitted
in the Service Specifications; (c) perform or disclose any performance or vulnerability testing of the Services
without Oracle's prior written approval, except as permitted in the Service Specifications, or perform or disclose
network discovery, port and service identification, vulnerability scanning, password cracking, or remote access
testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through
(d) collectively, the "Acceptable Use Policy°}. In addition to other rights that we have in the Master Agreement
and Your order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such
remedial action may include removing or disabling access to material that violates the policy.
2. FEES AND PAYMENT
2.1 Once placed, Your order is non -cancelable and the sums paid nonrefundable, except as provided in the
General Agreement or Your order. Fees for Services listed in an order are exclusive of taxes and expenses,
unless expressly stated otherwise in Your order. Reimbursement of pre -approved expenses related to providing
any Services, if any, will be addressed in the relevant ordering document and will be in accordance with the
Contract.
2.2 If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the
excess quantity.
5017171►14*]:IIJ 7Eel: k&F-3►IH V 411 alot 1[a]►1-1
3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as
defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services,
derivative works thereof, and anything developed or delivered by or on behalf of us under the General
Agreement.
3.2 You may have access to Third Party Content through use of the Services. Unless otherwise stated in
Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such
content is governed by separate third party terms between You and the third party.
3.3 You have the authority to and do grant us the right to host, use, process, display and transmit Your
Content to provide the Services pursuant to and in accordance with the General Agreement and Your order.
You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of
Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services.
3.4 Except as permitted by the General Agreement or Your order, You may not, and may not cause or
permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce,
republish, download or copy any part of the Services (including data structures or similar materials produced
by programs); (b) access or use the Services to build or support, directly or indirectly, products or services
competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or
service bureau use of, commercially exploit, or make available the Services to any third party.
C=►Is] :I■IV1611181-411 a4
Your Content residing in the Services will be considered Confidential Information subject to the terms of this
section, the applicable provisions of Section 8 of the General Terms, and Your order. Oracle will protect the
confidentiality of Your Content residing in the Services for as long as such information resides in the Services.
6MJ :loll izlob III [a]►[•]WH19 Z$•].rIII =1.r11
5.1 1 n order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will
comply with the applicable administrative, physical, technical and other safeguards, and other applicable
aspects of system and content management, available at httr)s://www.oracle.com/contraGts/cloud-services.
5.2 To the extent Your Content includes Personal Information (as that term is defined in the applicable data
privacy policies and the Data Processing Agreement (as defined below)), Oracle will furthermore comply with
Cloud_OMA Schedule C_va62223_US_ENG Page 2 of 8
the following:
a. the relevant Oracle privacy policies applicable to the Services, available at
htti)://www.oracle.com/us/legal/r)rivacv/overview/index.html; and
b. the applicable version of the Data Processing Agreement for Oracle Services (the "Data Processing
Agreement"), unless stated otherwise in Your order. The version of the Data Processing Agreement
applicable to Your order (a) is available at htti)s://www.oracle.com/contracts/cloud-services and is
incorporated herein by reference, and (b) will remain in force during the Services Period of Your
order. In the event of any conflict between the terms of the Data Processing Agreement and the terms
of the Service Specifications (including any applicable Oracle privacy policies), the terms of the Data
Processing Agreement shall take precedence. Notwithstanding the foregoing, Article 1.2 of the Data
Processing Agreement and Exhibit 1 — European DPA Addendum do not apply to the Processing of
Personal Information (as defined in the Data Processing Agreement) under orders placed pursuant to
the Contract, unless otherwise expressly stated in the applicable order.
5.3 You are responsible for (a) any required notices, consents and/or authorizations related to Your
provision of, and our processing of, Your Content (including any Personal Information) as part of the Services,
(b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content,
including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content,
and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of the
General Agreement and/or Your order. To the extent You disclose or transmit Your Content to a third party,
we are no longer responsible for the security or confidentiality of such content outside of Oracle's control.
5.4 Unless otherwise specified in the General Agreement or Your order (including in the Service
Specifications), Your Content may not include any data that imposes specific data security, data protection
or regulatory obligations on Oracle in addition to or different from those specified in the Data Processing
Agreement, Service Specifications or the General Agreement. If Your Content includes any of the foregoing
data (e.g., certain regulated health or payment card information), Oracle will process such data only pursuant
to the terms of Your order, the Data Processing Agreement, Service Specifications and the General Agreement.
You are responsible for complying with Your specific regulatory, legal or data security obligations which may
apply to such data. If available for the Services, You may purchase additional services from us (e.g., Oracle
Payment Card Industry Compliance Services) designed to address specific data security, data protection or
regulatory requirements applicable to such data.
5.5 DIR has not reviewed or approved the documents contained in hypedinks included in this Schedule,
including those identified in Sections 5.1 and 5.2 above. Customers are responsible for reviewing the
hyperlinked terms applicable to their order.
6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
6.1 We warrant that during the Services Period, we will perform the Services using commercially reasonable
care and skill and in all material respects as described in the Service Specifications (the "Services
Warranty"). If the Services provided to You were not performed as warranted, You must promptly provide
us with a written notice that describes the deficiency in the Services (including, as applicable, the service
request number notifying us of the deficiency in the Services).
6.2 WE D❑ NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR -FREE OR
UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES
RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE
FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR
ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE
BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL
REFUND TO YOU THE FEES P A I D FOR THE TERMINATED SERVICES FOR THE PERIOD OF TIME
DURING WHICH THE SERVICES WERE DEFICIENT.
Cloud—OMA Schedule C—v062223—US—ENG Page 3 of 8
6.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND
THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR
SOFTWARE, HARDWARE, SYSTEMS; NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY;
SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.5 For the avoidance of doubt, this section does not prejudice your rights with respect to, or exclude other
remedies you may have under the General Agreement for, breach of any other provision of the General
Agreement.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY OR ITS AFFIILIATES BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL; SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF
REVENUE, PROFITS (EXCLUDING FEES UNDER THE GENERAL AGREEMENT), SALES; DATA, DATA
USE, GOODWILL, OR REPUTATION.
f:W_lBID] kICe7►1_1111111111111►1J AliH=I!JI4ikdik'I C 4LTil N1ilCof_ 01*3] 00=1 ai'ji=1
Reserved.
9. SERVICES PERIOD; END OF SERVICES
9.1 Services shall be provided for the Services Period defined in Your order. Notwithstanding
anything to the contrary in the Services Specifications, the Services You order will not be
automatically renewed.
9.2 We may suspend Your and/ or Your Users' access to, or use of, the Services if we believe that: (a)
there is a significant threat to the functionality, security, integrity, or availability of the Services or any
content, data; or applications in the Services; (b) You or Your Users are accessing or using the Services to
commit an illegal act; (c) there is a violation of the Acceptable Use Policy; or (d) You provided false account
or payment information or Your digital payment method is refused. When reasonably practicable and lawfully
permitted, we will provide You with advance notice of any such suspension. For Services with the applicable
operational capability; Oracle will use reasonable efforts to limit any suspension only to the portion of the
Services related to the issue causing suspension. We will use reasonable efforts to re-establish the Services
promptly after we determine that the issue causing the suspension has been resolved. During any
suspension period, we will make Your Content (as it existed on the suspension date) available to You.
Any suspension under this section shall not excuse You from Your payment obligations.
9.3 At the end of the Services Period, we will make Your Content (as it existed at the end of the Services
Period) available for retrieval by You during a retrieval period specified in the Service Specifications. Fallowing
the retrieval period, and except as may be required by law, we will delete any of Your Content that
remains in the Services. Our data deletion practices are described in more detail in the Service Specifications.
10. THIRD PARTY CONTENT, SERVICES AND WEBSITES
10.1 The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise
access third parties' websites, platforms, content, products, services, and information ("Third Party Services").
Oracle does not control and is not responsible for such Third Party Content or Third Party Services. You are
solely responsible for complying with the terms of access and use of Third Party Services, and if Oracle
accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services; You are
solely responsible for ensuring that such access and use; including through passwords, credentials or tokens
issued or otherwise made available to You, is authorized by the terms of access and use for such services. If
You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party
Service or other location, that transfer constitutes a distribution by You and not by Oracle.
10.2 Any Third Party Content we make accessible is provided on an ''as -is" and ''as -available" basis without
any warranty of any kind. We disclaim all liabilities arising from or related to Third Party Content.
10.3 You acknowledge that: (a) the nature; type, quality and availability of Third Party Content may change
at any time during the Services Period; and (b) features of the Services that interoperate with Third Party
Services such as Facebook TM, YouTubeT11 and TwitterTm, etc. , depend on the continuing availability of such
Cloud_OMA Schedule C_v062223_US_ENG Page 4 of 8
third parties' respective application programming interfaces (APIs). We may need to update, change or modify
the Services under the General Agreement as a result of a change in, or unavailability of, such Third Party
Content, Third Party Services or APIs. Any change to Third Party Content, Third Party Services or APIs,
including their unavailability, during the Services Period does not affect Your obligations under the General
Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due
to any such changes.
11. SERVICE MONITORING, ANALYSES AND ORACLE -PROVIDED SOFTWARE
11.1 We continuously monitor the Services to facilitate Oracle's operation of the Services; to help resolve
Your service requests; to detect and address threats to the functionality, security, integrity, and availability
of the Services as well as any content, data, or applications in the Services; and to detect and address
illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any
of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor,
and does not address issues with, non -Oracle software provided by You or any of Your Users that is stored in,
or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content)
may also be used to assist in managing Oracle's product and service portfolio, to help Oracle address
deficiencies in its product and service offerings, and for license management purposes.
11.2 We may (a) compile statistical and other information related to the performance, operation and use of
the Services, and (b) use data from the Services in aggregated form for security and operations
management, to create statistical analyses, and for research and development purposes (above clauses (a)
and (b) are collectively referred to as "Service Analyses"). We retain all intellectual property rights in
Service Analyses.
11.3 We may provide You with the ability to obtain certain Oracle -provided Software (as defined below) for
use with the Services. Unless we specify t h a t separate terms will apply to Oracle -provided Software, any
Oracle -provided Software is provided as part of the Services and You have the non-exclusive, worldwide,
limited right to use, and allow Your Users to use, such Oracle -provided Software, subject to the terms of the
General Agreement and Your order, solely to facilitate Your authorized use of the Services. Your right to use
any Oracle -provided Software will terminate upon the earlier of our notice (by web posting or otherwise) or
the end of the Services associated with the Oracle -provided Software. Your right to use any part of the
❑racle-provided Software that is licensed under the separate terms is not restricted in any way by the General
Agreement.
siF#:1_l.a III11_1 4 411 Z 111 '1183 4-^3
The terms in this Section 12 (Hardware Devices) only apply to an order which includes a Hardware Device.
12.1 Your order may include a Hardware Device (as defined below), which You may use with the applicable
Services as described in the Service Specifications. The terms of the General Agreement and Your order
(including those terms that refer to Services) govern Hardware Devices, the Operating System and Integrated
Software (both as defined below), unless expressly stated otherwise in this Section 12, or if the terms by their
nature would be inapplicable to Hardware Devices.
12.2 We provide a limited warranty for Hardware Devices as described in the Oracle Hardware Warranty
available at httD:/1www.oracle.com/contracts/hardware. Any changes to the Oracle Hardware Warranty will not
apply to Hardware Devices ordered prior to such change.
12.3 We provide technical support services for Hardware Devices as described in the Service Specifications
and/or Oracle's Hardware and Systems Support Policies in effect at the time the technical support services are
provided (available at httn://www.oracle.com/contracts/hardware), as applicable. DIR has not reviewed or
approved the Linked Documents, including the Hardware and Systems Support Policies. Customers are
responsible for reviewing the Hardware and Systems Support Policies applicable to their order.
12.4 Reserved.
12.5 "Hardware Device" is defined as hardware that meets both of the following requirements: (a) the
hardware is managed by or used as part of the Services, and (b) the hardware is designated as a Hardware
Device by Oracle. Title to Hardware Devices will transfer to You upon delivery to You unless otherwise specified
in Your order.
Cloud_OMA Schedule C_062223_US_ENG Page 5 of 8
12.6 "Operating System" refers to the software that manages the Hardware Device. You have the right to use
the Operating System delivered with the Hardware Device (and any updates acquired through our technical
support services) only as incorporated in, and as part of, the Hardware Device and subject to the terms of the
license agreement(s) delivered with or on the Hardware Device. Current versions of the license agreements
are located in the documentation for the Hardware Device.
12.7 "Integrated Software" refers to any software or programmable code that is embedded or integrated in a
Hardware Device and enables the functionality of the Hardware Device. Integrated Software does not include
and You do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support
services; or (b) separately licensed applications, development tools, or system management software or other
code that is separately licensed by us or a third party. You have the limited, non-exclusive right to use Integrated
Software delivered with a Hardware Device (and any updates acquired through our technical support services)
only as incorporated in, and as part of, the Hardware Device and subject to any terms delivered with or on the
Hardware Device and/or in the applicable documentation.
12.8 We or our licensors retain all ownership and intellectual property rights in and to the Operating System
and Integrated Software. The Hardware Device may contain or require the use of third party technology that is
provided with or pre -installed on the Hardware Device. Third party technology is licensed under terms which
we will provide to You (i) with or on the Hardware Device, (ii) in the applicable product documentation, (iii) in
the readme files, or (iv) in the notice files. Your right to use this third party technology under separate license
terms are not restricted in any way by the General Agreement. We do not warrant or provide any technical
support services for third party technology.
12.9 The Operating System or Integrated Software may include separate works, identified in a readme file,
notice file or the applicable documentation, which are licensed under open source or similar license terms; Your
rights to use the Operating System and Integrated Software under such terms are not restricted in any way by
the General Agreement. The appropriate terms associated with these separate works can be found in the
readme files, notice files or in the documentation accompanying the Operating System and Integrated Software.
For software (i) that is part of the Operating System or Integrated Software and (i i) that You receive from us in
binary form and (iii) that is licensed under an open source license that gives You the right to receive the source
code for that binary, You may obtain a copy of the applicable source code from httr)s:/loss.oracIe.com/sources/
or httrr//www.oracle.com/aoto/oDensourcecode. If the source code for the software was not provided to You
with the binary, You may also receive a copy of the source code on physical media by submitting a written
request pursuant to the instructions in the "Written Offer for Source Code" section of the latter website.
iBt1_1■10hd[on El4W11■] i01=1 115E-`1
You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services
without regard to geographic location and to transfer or otherwise move Your Content between the Services
and other locations such as User workstations. You are solely responsible for the authorization and
management of User accounts across geographic locations, as well as export control and geographic transfer
of Your Content.
14. ADDITIONAL NOTICE TERMS
14.1 Any notice required under the General Agreement shall be provided to the other party in writing as
specified in Section 14 of the General Terms.
14.2 We may give notices applicable to our Services customers by means of a general notice on the Oracle
portal for the Services, and notices specific to You (a) by electronic mail to Your a -mail address on record in our
account information or (b) by written communication sent by first class mail or pre -paid post to Your address on
record in our account information.
14.3 You may register to receive notice of updates to the Oracle Cloud Hosting and Delivery Policies (and
certain other Service Specifications made available by Oracle) at httr)://www.oracle.com/contracts/cioud-
15.1 15.1 We are an independent contractor, and each party agrees that no partnership, joint venture, or
Cloud_OMA Schedule C_062223_US_ENG Page 6 of 8
agency relationship exists between the parties.
15.2 Our business partners and other third parties, including any third parties with which the Services
have integrations or that are retained by You to provide consulting services, implementation services or
applications that interact with the Services, are independent of Oracle and are not Oracle's agents. Even
if recommended by us, except as provided by the Contract, we are not liable for, bound by, or responsible for
any problems with the Services or Your Content arising due to any acts or omissions of any business partner
or third party, unless the business partner or third party is providing Services as our subcontractor or is
otherwise engaged by Oracle in connection with performance of its obligations under the General Agreement,
and, if so, then only to the same extent as we would be responsible for our resources under the General
Agreement.
15.3 Prior to entering into an order governed by the General Agreement, You are solely responsible
for determining whether the Services meet Your technical, business or regulatory requirements. Oracle will
cooperate with Your efforts to determine whether use of the standard Services are consistent with those
requirements. Additional fees may apply to any additional work performed by Oracle or changes to the
Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the
Services.
15.4 The General Agreement and orders hereunder may not be modified and the rights and restrictions may
not be altered or waived except in a writing signed by authorized representatives of You and of Oracle; however,
Oracle may update the Service Specifications, including by posting updated documents on Oracle's websites.
No third party beneficiary relationships are created by the General Agreement. The Uniform Computer
Information Transactions Act does not apply to the General Agreement or to orders placed under it.
16.1 "Oracle -provided Software' means any software agent, application or tool that Oracle makes available
to You for download specifically for purposes of facilitating Your access to, operation of, and/or use with, the
Services.
16.2 "Program Documentation" refers to the user manuals, help windows, readme files for the Services
and any Oracle -provided Software. You may access the documentation online at
htto://oracle.com/contracts o r such other address specified by Oracle.
16.3 "Service Specifications" means the following documents, as applicable to the Services under Your
order: (a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service
descriptions, and the Oracle Corporate Security Practices; (b) Oracle's privacy policies; and (c) any other Oracle
documents that are referenced in or incorporated into Your order. The following do not apply to any non -Cloud
Oracle service offerings acquired under Your order, such as professional services: the Oracle Cloud Hosting
and Delivery Policies and Program Documentation. The following do not apply to any Oracle -provided Software:
the Oracle Cloud Hosting and Delivery Policies.
16.4 "Technical Cloud Services" means, collectively, the Cloud Services -related technical services that You
have ordered under this Schedule C. Technical Cloud Services include any deliverables described in Your
order and delivered by Oracle to you under the order. The term "Technical Cloud Services" does not include
Cloud Services or Product -related technical services provided under Schedules P or H to the General Terms
(which are referred to in the Contract as "Technical Services").
16.5 "Third Party Content' means all software, data, text, images, audio, video, photographs and other
content and material, in any format, that are obtained or derived from third party sources outside of Oracle
that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party
Content include data feeds from social network services, rss feeds from blog posts, Oracle data
marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third -party sourced
materials accessed or obtained by Your use of the Services or any Oracle provided tools.
16.6 "Users" means those employees, contractors, and end users, as applicable, authorized by You or on
Your behalf to use the Services in accordance with the Master Agreement and Your order. For Services
that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access
the Cloud Services to interact with You, such third parties will be considered "Users" subject to the terms
of the Master Agreement and Your order.
Cloud_OMA Schedule C_v062223_US_ENG Page 7 of 8
16.7 "Your Content" means all software, data including Personal Information), text; images; audio, video;
photographs, non -Oracle or third party applications, and other content and material, in any format, provided by
You or any of Your Users that is stored in; or run an or through, the Services. Services under the Master
Agreement, Oracle -provided Software, other Oracle Products and Services, and Oracle intellectual property,
and all derivative works thereof, do not fall within the meaning of the term "Your Content". Your Content includes
any Third Party Content that is brought by You into the Services, by Your use of the Services or any Oracle
provided tools.
16.8 Capitalized terms used but not defined in this Schedule C have the meanings set forth in the
General Terms.
Cloud_OMA Schedule C_v062223_US_ENG Page 8 of 8
APPENDIX G TO DIR CONTRACT NO. DIR-CPO-5439
This Schedule is incorporated as an appendix to the Contract for Products and Related Services
between the State of Texas acting by and through the Department of Information Resources
("DIR") and Oracle America, Inc. ("Oracle") (DIR Contract No. DIR-CPO-5439; Oracle Contract No.
US-GMA-80517373)[the "Contract"). In the event of a conflict between this Schedule and the
Contract, the Contract shall control.
The documents contained in the hyperlinks herein were provided to DIR as of January 29, 2025.
DIR has not approved the information in the linked terms and makes no representations about the
suitability of these terms for Customer transactions. Because the terms are provided via hyperlink,
they are subject to change without notice. Customers are responsible for reading and
understanding the Contract and all related terms, including the linked terms in this Schedule.
❑racleAmerica, Inc. ("Oracle")
500 Oracle Parkway
Redwood Shores, CA 94065
General Terms Reference:
US-GMA-80517373
This Public Sector Hardware Schedule (this "Schedule H") is a Schedule to the General Terms referenced above. The Contract, the
General Terms and this Schedule H, together with any other Schedules that reference the General Terms, are the General
Agreement. As used in this Schedule H, "you", "You", "your° or"Youh'shall refer to the Customer placing an order under the Contract.
1. DEFINITIONS
1.1 "Commencement Date" for the Hardware, Operating System and Integrated Software refers to the date the Hardware is
delivered. For Integrated Software Options, the Commencement Date refers to the date the Hardware is delivered or the
effective date of the order if shipment of Hardware is not required.
1.2 "Integrated Software Options': refers to software or programmable code embedded in, installed on, or activated an the
Hardware that requires one or more unit licenses that You must separately order. Such separate order will set forth the fees for
the Integrated Software Options You are ordering. Not all Hardware contains Integrated Software Options; please refer to the
Oracle Integrated Software Options License Definitions, Rules and Metrics accessible at http://oracle.comicontracts (the
"Integrated Software Options License Rules") for the specific Integrated Software Options that may apply to specific Hardware.
Oracle reserves the right to designate new software features as Integrated Software Options in subsequent releases and that
designation will be specified in the applicable documentation and in the Integrated Software Options License Rules.
1.3 Capitalized terms used but not defined in this Schedule H have the meanings set forth in the General Terms.
2.1 Your Hardware order consists of the following items: Operating System (as defined in Your configuration), Integrated
Software and all Hardware equipment (including components, options and spare parts) specified on the applicable order. Your
Hardware order may also include Integrated Software Options. Integrated Software Options may not he activated or used until
You separately order them and pay the fees as set forth in and in accordance with such order.
2.2 You have the right to use the Operating System delivered with the Hardware subject to the terms of the license agreements)
delivered with the Hardware. Current versions of the license agreements are located at http://oracle.com/contracts. You are
licensed to use the Operating System and any Operating System updates acquired through technical support only as
incorporated in, and as part of, the Hardware.
2.3 You have the limited, non-exclusive, royalty free, non -transferable, non -assignable right to use Integrated Software delivered
with the Hardware subject to the terms of this Schedule H and the applicable documentation. You are licensed to use that
Integrated Software and any Integrated Software updates acquired through technical support only as incorporated in, and as
part of, the Hardware. You have the limited, non-exclusive, royalty free, non -transferable, non -assignable right to use Integrated
Software Options that You separately order subject to the terms of this Schedule H, the applicable documentation and the
Integrated Software Options License Rules; the Integrated Software Options License Rules are incorporated in and made a part
of this Schedule H. You are licensed to use those Integrated Software Options and any Integrated Software Options updates
acquired through technical support only as incorporated in, and as part of, the Hardware. To fully understand Your license right
to any Integrated Software Options that You separately order, You need to review the Integrated Software Options License
Rules. In the event of any conflict between the General Terms or this Schedule H and the Integrated Software Options License
Rules, the Integrated Software Options License Rules shall take precedence.
2.4 The Operating System or Integrated Software or Integrated Software Options (or all three) may include separate works,
identified in a readme file, notice file or the applicable documentation, which are licensed under open source or simillar license
terms; Your rights to use the Operating System, Integrated Software and Integrated Software Options under such terms are not
restricted in any way by the Master Agreement including this Schedule H. The appropriate terms associated with such separate
works can be found in the readme files, notice files or in the documentation accompanying the Operating System, Integrated
Software, and Integrated Software Options.
2.5 Upon payment for Hardware -related Service Offerings, You have the non-exclusive, non -assignable, royalty free, perpetual,
limited right to use for Your internal business operations anything developed by Oracle and delivered to You under this Schedule
H ("deliverables"); however, certain deliverables may be subject to additional license terms which are provided in the order.
K= *10:7 A 0101: f't
3.1 You may only make copies of the Operating System, Integrated Software and Integrated Software Options for archival
purposes, to replace a defective copy, or for program verification. You shall not remove any copyright notices or labels on the
Operating System, Integrated Software or Integrated Software Options. You shall not decompile or reverse engineer (unless
required by law for i nte rope ra b i I ity) the Operating System or Integrated Software.
3.2 You acknowledge that to operate certain Hardware, Your facility must meet a minimum set of requirements as described in
the Hardware documentation. Such requirements may change from time to time, as communicated by Oracle to You in the
applicable Hardware documentation.
3.3 The prohibition on the assignment or transfer of the Operating System or any interest in it under section 15 of the General
Terms shall apply to all Operating Systems licensed under this Schedule H, except as otherwise provided herein or to the extent
that such prohibition is rendered unenforceable under applicable law.
CM0N1_1q;JYsIe3:7_1i'iM
Oracle may include additional Programs on the Hardware (e.g., Exadata Storage Server software). You are not authorized to
use those Programs unless You have a license specifically granting You the right to do so; however, You may use those
additional Programs for trial, non -production purposes for up to 30 days from the date of delivery provided that You may not use
the trial Programs to provide or attend third party training on the content and/or functionality of the Programs. To use any of
these Programs after the 30 day trial period, You must obtain a license for such Programs from Oracle or an authorized reseller.
If You decide not to obtain a license for any Program after the 30 day trial period, You will cease using and promptly delete any
such Programs from Your computer systems. Programs licensed for trial purposes are provided "as is° and Oracle does not
provide technical support or offer any warranties for these Programs.
5. TECHNICAL SUPPORT
5.1 If ordered, Oracle Hardware and Systems Support (including first year and all subsequent years) is provided under Oracle's
Hardware and Systems Support Policies in effect at the time the technical support services are provided. You agree to cooperate
with Oracle and provide the access, resources, materials, personnel, information, and consents that Oracle may require in order
to perform the technical support services. The Oracle Hardware and Systems Support Policies are incorporated in this Schedule
H and are subject to change at Oracle's discretion; however, Oracle will not materially reduce the level of technical support
services provided during the period for which fees for Oracle Hardware and Systems Support have been paid. You should
review the policies prior to entering into the order for technical support services. You may access the current version of the
Oracle Hardware and Systems Support Policies at http://oracle.com/contracts.
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5.2 Oracle Hardware and Systems. Support is effective upon the Commencement Date of the Hardware or upon the effective
date of the order if shipment of Hardware is not required.
[-i :1_1 1D11j7►_1 J;a:74W_Add■][-]=IAN[614107=11=10I cIN
In addition to technical support, You may order a limited number of Hardware -related Service Offerings under this Schedule H
as listed in the Hardware -Related Service Offerings document, which is at http://oracle.com/contracts. You agree to provide
❑raclewith all information, access and full goad faith cooperation reasonably necessary to enable Oracle to deliverthese Service
Offerings and You will perform the actions identified in the order as Your responsibility. If while performing these Service
Offerings Oracle requires access to another vendor's products that are part of Your system, You will be responsible for acquiring
all such products and the appropriate license rights necessary for Oracle to access such products on Your behalf. Service
Offerings provided may be related to Your license to use Products owned or distributed by Oracle which You acquire under a
separate order. The agreement referenced in that order shall govern Your use of such Products.
7. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES.
7.1 Oracle provides a limited warranty ("Oracle Hardware Warranty") for (I) the Hardware, (ii) the Operating System and
the Integrated Software and the Integrated Software Options, and (III) the Operating System media, the Integrated
Software media and the Integrated Software Options media {"media", and (I), (II) and (iiI) collectively, "Hardware Items").
Oracle warrants that the Hardware will be free from, and using the Operating System and Integrated Software and
Integrated Software Options will not cause in the Hardware, material defects in materials and workmanship for one year
from the date the Hardware is delivered to You. Oracle warrants that the media will be free from material defects in
materials and workmanship for a period of 90 days from the date the media is delivered to You. You may access a
more detailed description of the Oracle Hardware Warranty at http://www.oracle.comiustsupporUpoliciestindex.html
("Warranty Web Page"). Any changes to the Oracle Hardware Warranty specified on the Warranty Web Page will not
apply to Hardware or media ordered prior to such change. The Oracle Hardware Warranty applies only to Hardware
and media that have been (1) manufactured by or for Oracle, and (2) sold by Oracle (either directly or by an Oracle -
authorized distributor). The Hardware may be new or like new. The Oracle Hardware Warranty applies to Hardware
that is new and Hardware that is like -new which has been remanufactured and certified for warranty by Oracle.
7.2 Oracle also warrants that technical support services and Hardware -related Service Offerings (as referenced in section 6
above) ordered and provided under this Schedule H will be provided in a professional manner consistentwith industry standards.
You must notify Oracle of any technical support service or Hardware -related Service Offerings warranty deficiencies within 90
days from performance of the deficient technical support service or Hardware -related Service Offerings.
7.3 FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY
SHALL BE: (I) THE REPAIR OR, AT ORACLE'S OPTION AND EXPENSE, REPLACEMENT OF THE DEFECTIVE
HARDWARE ITEM, OR IF SUCH REPAIR OR REPLACEMENT IS NOT REASONABLY ACHIEVABLE, THE REFUND OF
THE FEES YOU PAID ORACLE FOR THE DEFECTIVE HARDWARE ITEM OR (ii) THE REPERFORMANCE OF THE
DEFICIENT HARDWARE -RELATED SERVICE OFFERINGS; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE
DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT HARDWARE -RELATED
SERVICE OFFERINGS AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT HARDWARE -RELATED
SERVICE OFFERINGS. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND
THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE ABOVE
ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
7.4 Replacement units for defective parts or Hardware Items replaced under the Oracle Hardware Warranty may be new or like
new quality. Such replacement units assume the warranty status of the Hardware into which they are installed and have no
separate or independent warranty of any kind. Title in all defective parts or Hardware Items shall transfer back to Oracle upon
removal from the Hardware.
7.5 ORACLE DOES NOT WARRANT UNINTERRUPTED OR ERROR -FREE OPERATION OF THE HARDWARE,
OPERATING SYSTEM, INTEGRATED SOFTWARE, INTEGRATED SOFTWARE OPTIONS OR MEDIA.
7.6 No warranty will apply to any Hardware, Operating System, Integrated Software, Integrated Software Options or media
which has been:
a. modified, altered or adapted without Oracle's written consent (including modification or removal of the Oracle/Sun serial
number tag on the Hardware);
b. maltreated' or used in a manner other than in accordance with the relevant documentation;
c. repaired by any third party in a manner which fails to meet Oracle's quality standards;.
d. improperly installed by any party other than Oracle or an authorized Oracle certified installation partner;
e. used with equipment or software not covered by an Oracle warranty, to the extent that the problems are attributable to
such use:
f. relocated, to the extent that problems are attributable to such relocation;
Systems Oracle Blaster Agreement Schedule H (ONIA-H) US Public Sector_v091120_US_ENG Issued by Oracle America, Inc.
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g. used directly or indirectly in supporting activities prohibited by U.S. or other national export regulations;
h. used by parties appearing on the then -current U.S. export exclusion list;
i. relocated to countries subject to U.S. trade embargo or restrictions;
j. used remotely to facilitate any activities for parties or in the countries referenced in 7.6(h) and 7.6(i) above; or
k. purchased from any entity other than Oracle or an Oracle authorized reseller.
7.7 The Oracle Hardware Warranty does not apply to normal wear of the Hardware or media. The Oracle Hardware Warranty
is extended only to the original purchaser or original lessee of the Hardware and may be void in the event that title to the
Hardware is transferred to a third party; provided that in the event of an assignment of Your Purchase Order permitted by the
Contract and a related transfer of the Hardware to the assignee, the warranty shall extend to such transferee.
7.8 For the avoidance of doubt, this section does not prejudice your rights with respect to, or exclude other remedies you may
have under the General Agreement for, breach of any other provision of the General Agreement.
Upon 45 days written notice, Oracle may audit Your use of the Operating System, Integrated Software and Integrated Software
Options. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such
audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written
notification any fees applicable to Your use of the Operating System, Integrated Software and Integrated Software Options in
excess of Your license rights. If You do not pay, Oracle can end (a) Service Offerings (including technical support) related to
the Operating System, Integrated Software and Integrated Software Options, (b) licenses of the Operating System, Integrated
Software and Integrated Software Options ordered under this Schedule H and related agreements and/or (c) the General
Agreement. You agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the audit.
9. ORDER LOGISTICS
9.1 Delivery, Installation and Acceptance of Hardware
9.1.1 You are responsible for installation of the Hardware unless You purchase installation services from Oracle for that
Hardware.
9.1.2 Oracle will deliver the Hardware in accordance with Oracle's Order and Delivery Policies which are in effect at the time
of Your order and which may be accessed at httD://oracle.com/contracts. Oracle will use the delivery address specified by
You on Your purchasing document or when Your purchasing document does not indicate a ship to address, the location
specified on the order and the delivery terms in the Order and Delivery Policies that are applicable to Your country of
destination will apply.
9.1.3 Acceptance of the Hardware is deemed to occur on delivery.
9.1.4 Oracle may make and invoice You for partial deliveries.
9.1.5 Reserved.
9.1.6 Oracle will use its reasonable commercial efforts to deliver the Hardware within a timeframe that is consistent with
Oracle's past practices regarding the amount and type of Hardware that You have ordered.
9.2 Delivery and Installation of Integrated Software Options
9.2.1 You are responsible for installation of the Integrated Software Options unless the Integrated Software Options have
been pre -installed by Oracle on the Hardware You are purchasing under the order or unless You purchase installation
services from Oracle for the Integrated Software Options.
9.2.2 Oracle has made available to You for electronic download at the electronic delivery web site located at the following
Internet URL: httD://edeliverv.oracle.com the Integrated Software Options listed in the order. Through the Internet URL, You
can access and electronically download to Your location the latest production release as of the effective date of the applicable
order of the Integrated Software Options and related documentation for the Integrated Software Options listed. Provided that
You have continuously maintained techniical support for the listed Integrated Software Options, You may continue to
download the Integrated Software Options and related documentation. Please be advised that not all Integrated Software
Options are available on all Hardware/Operating System combinations. For the most recent Integrated Software Options
availability please check the electronic delivery web site specified above. You acknowledge that Oracle is under no further
delivery obligation with respect to Integrated Software Options under the applicable order, electronic download or otherwise.
9.3 Transfer of Title
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Title to the Hardware will transfer upon delivery.
9.4 Territory
The Hardware shall be installed in the country/countries that You specify as the delivery location on Your purchasing
document or when Your purchasing document does not indicate a ship to address, the location specified in the order.
9.5 Pricing, Invoicing, and Payment Obligation
9.5.1 You may change a Hardware order prior to shipment subject to the then current change order fee as established by
Oracle from time to time. The applicable change order fees and a description of allowed changes are defined in the Order
and Delivery Policies, which may be accessed at httr):Iioracle.com/contracts.
9.5.2 In entering into payment obligations under an order, You agree and acknowledge that You have not relied on the
future availability of any Hardware, Program or updates. However, (a) if You order technical support, the preceding
sentence does not relieve Oracle of its obligation to provide such technical support under the General Agreement, if and
when available, in accordance with Oracle's then current technical support policies, and (b) the preceding sentence does
not change the rights granted to You under an order and the General Agreement.
9.5.3 Hardware and Integrated Software Options fees are invoiced as of the respective Commencement Dates.
9.5.4 Hardware -related Service Offering fees are invoiced after performance of the Hardware -related Service Offering
performance; specifically; technical support fees are invoiced quarterly in arrears. The period of performance for all
Hardware -related Service Offerings is effective upon the Commencement Date of the Hardware or upon the effective date
of the order if shipment of Hardware is not required.
9.5.5. In addition to the prices listed in the order, Oracle will invoice you for any applicable taxes, subject to Section 7.1 of
the General Terms.
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Exhibit 3 —Order Form Template
This Order Form is issued pursuant to the Contract for Products and Related Services
between the State of Texas acting by and through the Department of Information Resources
("DIR") and Oracle America, Inc. ("Oracle") (DIR Contract No. DIR-CPO-5439; Oracle Contract
No. US-GMA-80517373)[the "Contract"). In the event of a conflict between this Order Form
and the Contract, the Contract shall control to the extent provided in Section 1.3, Order of
Precedence, of the Contract.
The documents contained in the hyperlinks in the Schedules identified in the Contract were
provided to DIR as of January 29, 2025. DIR has not approved the information in the linked
terms and makes no representations about the suitability of these terms for Customer
transactions. Because the terms are provided via hyperlink, they are subject to change
without notice. Customers are responsible for reading and understanding the Contract and
all related terms, including all Schedules and linked terms.
Order Fulfiller name and contact information (if applicable), Customer name and contact and billing
information, details of products and services ordered, and applicable terms will be included here.
[Customer Name]
Authorized Signature
Name
Title
Signature Date
[Oracle America Inc. or Order Fulfiller Name][this block
not included on Technical Support Services Renewal
Orders]
Authorized Signature
Name
Title
Signature Date
EXHIBIT B
Oracle Ordering Document for Licensing
This Order Form is issued pursuant to the Contract for Products and Related Services between
the State of Texas acting by and through the Department of Information Resources ("DIR") and
Oracle America, Inc. ("Oracle") (DIR Contract No. DIR-CPO-5439; Oracle Contract No.
US-GMA-80517373)(the "Contract"). In the event of a conflict between this Order Form and the
Contract, the Contract shall control to the extent provided in Section 1.3, Order of Precedence, of
the Contract.
The documents contained in the hyperlinks in the Schedules identified in the Contract were
provided to DIR as of January 29, 2025. DIR has not approved the information in the linked terms
and makes no representations about the suitability of these terms for Customer transactions.
Because the terms are provided via hyperlink, they are subject to change without notice.
Customers are responsible for reading and understanding the Contract and all related terms,
including all Schedules and linked terms.
C)RACLE'
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-2025 to 25-May-2026
Services Period: 12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B88484 - Oracle RightNow Enterprise NORTH
Dynamic Agent Desktop Cloud AMERICA 102 12 mo 99.17 121,378.33
Service - Hosted Named User
B68258- Oracle RightNowChat Cloud NORTH 10 12mo 28.33 3,399.95
CPQ-3664380 - 1 Issued by Oracle America, Inc. 14-APR-2025
Page 1 of 5
Services Period: 12 months
Cloud Services
Data Center
Quantity
Term
Unit Net Price
Net Fee
Region
Service - Hosted Named User
AMERICA
B68302 - Oracle RightNow Agent
NORTH
Scripting Cloud Service - Hosted
AMERICA
102
12 mo
21.25
26,009.64
Named User
B68548 - Oracle RightNow Emails
NORTH
Sent Monthly - 100 Emails Sent -
AMERICA
5
12 mo
0.85
51.00
Monthly Capacity
B72236 - Oracle RightNow Universal
NORTH
Core Service Tier 1 Sessions Monthly
5
12 mo
4.53
272.00
- 100 Sessions - Monthly Capacity
AMERICA
B82255 - Oracle RightNow
Non -Contact Center User Cloud
NORTH
107
12 mo
17.71
22,737.19
Service -Hosted Non -Contact Center
AMERICA
Named User
Subtotal 173,848.12
Expansion at Renewal Term: 25-May-2026
Services Period: 12 months
Cloud Services
Data Center Quantity
Term Unit Net Price
Net Fee
Region
B88484 - Oracle RightNow Enterprise
NORTH
Dynamic Agent Desktop Cloud
AMERICA 21
12 mo 99.17
24,989.66
Service - Hosted Named User
Subtotal
24,989.66
Fee Description
Net Fee
Cloud Services Fees
198,837.77
Net Fees
198,837.77
Total Feel
198,837.77
CPQ-3664380 - 1
Issued by Oracle America, Inc.
14-APR-2025
Page 2 of 5
A. Terms of Your Order
1. Applicable Agreement:
This order incorporates by reference the terms of the Contract for Products, Services and Related Services between the State of
Texas, acting by and through the Department of Information Resources ("DIR") and Oracle America, Inc. dated April 4, 2025
(DIR Contract No. DIR-CPO-5439; Oracle Contract No. US-GMA-80517373), and all amendments and addenda thereto (the
"Contract" or "Agreement"). The defined terms in the Agreement shall have the same meaning in this order unless otherwise
specified herein.
2. Applicable Schedule:
Cloud Services are governed by Schedule C — Cloud Services (Appendix F to the Agreement).
3. Cloud Payment Terms:
All fees are due in accordance with Appendix A, Section 8.3 of the Agreement. If You are not subject to Chapter 2251, Texas
Government Code, payment terms are net 30 days from invoice date.
4. Cloud Payment Frequency:
Quarterly in arrears
5. Currency:
US Dollars.
6. Offer Valid through:
31-MAY-2025
7. Service Specifications
The Service Specifications applicable to the Cloud Services and the Technical Cloud Services ordered may be accessed at
http://www.oracle.com/contracts. During the Services Period, the Services and Service Specifications may be updated to reflect
changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability
of Third Party Content. Oracle updates to the Services or Service Specifications will not materially reduce the level of
performance, functionality, security or availability of the Services during the Services Period of Your order.
8. Terms of Use and Services Period
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 by
signing below the signatory represents that the signatory has 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 the applicable Encumbering Document. Any terms and conditions on Your Encumbering
Document are void and have no legal effect. 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 "Technical Cloud Services Start Date" is the date that Oracle begins performing
such services.
9. Data Location and Data Center Region:
By placing this order, you are electing for purposes of Appendix A, Section 4.9 of the Contract that Your Content be handled as
follows: Your Content will be hosted in the data center region indicated above. If the data center region above is indicated as
customer -selected, You will elect Your initial data center region during sign-up or order. The data center region refers to the
geographic region in which the Cloud Services environment is physically located. Oracle will not change the applicable data
center region or transfer Your Cloud Services environment to a data center located outside the applicable data center region
unless You authorize such a change or transfer.
For the avoidance of doubt, Your data center region election does not restrict activity taken or initiated by You or Your end users,
such as remote Cloud Service access from outside the data center region or storage of data on end user devices. Oracle may
access and process Your Content on a global basis to the extent necessary to perform the Cloud Services, including
CPQ-3664380 - 1
Issued by Oracle America, Inc. 14-APR-2025
Page 3 of 5
maintenance and Cloud Services technical support.
10. 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.
11. Termination for Convenience and Termination Fee:
You may terminate this order for convenience upon 30 calendar days' written notice in accordance with Section 11.2.3 of
Appendix A of the Agreement; however, You must pay a termination fee equal to 49,709.44, equal to three months of anticipated
fees for the terminated Cloud Services, in the event of such a termination.
CPQ-3664380 - 1
Issued by Oracle America, Inc. 14-APR-2025
Page 4 of 5
City of Fort Worth Oracle America, Inc. DocuSignedby:
Signature C Signature FS &Wat46 QraAja
F�a ^_.
Name Jesica McEachern Name Samantha Aranda
Title Assistant City Manager Title Contract specialist
Signature Date May 15, 2025 Signature Date 17-Apr-2025 1 10: 31 AM !DT
BILL TO / SHIP TO INFORMATION
Bill To Ship To
Customer Name City of Fort Worth Customer Name City of Fort Worth
Customer Address
Contact Name
Contact Phone
Contact Email
Information Technical Services
Water Department
FORT WORTH TX
76102
William (Robb) Bailey
1-817-3927941
William.Bailey@fortworthtexas.gov
Customer Address Information Technical Services
Water Department
FORT WORTH TX
76102
Contact Name William (Robb) Bailey
Contact Phone 1-817-3927941
Contact Email William.Bailey@fortworthtexas.gov
CPQ-3664380 - 1
Issued by Oracle America, Inc. 14-APR-2025
Page 5 of 5
EXHIBIT C
Oracle Ordering Document for Professional Services
Ordering Document Number: US-18334016
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Oracle Matt Boutcher
Representative:
Address: 1910 Oracle Way
Reston, VA 20190
Phone Number: 270-929-7380
Email Address: matt.boutcher@oracle.com
Your Name: City of Fort Worth
Your Address: Water Department
200 Texas Street (south end, 2nd FL
Ste 2390), Fort Worth, Texas 76102
Your Billing Williams Robb Bailey
Contact:
Address: Water Department
Attn: William Bailey, Water IT
200 Texas Street (south end, 2nd FL
Ste 2390), Fort Worth, Texas 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.
Estimated Total Fees and
Services Reference Fees Expenses Estimated Expenses
Time and Materials Services Exhibit 1 $65,235.00 $0.00 $65,235.00
Total Fees and Estimated Expenses $65,235.00
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 April
4, 2025 (DIR Contract No. DIR-CPO-5439 ; Oracle Contract No. US-GMA-80517373; Oracle America, Inc — 94805249) 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 httiDs://www.oracle.com/a/ocom/docs/corporate/professional-services-deliverv-i)olicies.i)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: 30-JUN-2025.
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:
US- 18334016-13-FEB-25-City of Fort Worth B2C-RightNow_FY25_EXT-04292025_GLH-V4 Page 1 of 4
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
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
Authorized Signature
Name: Jesica McEachern
Title: Assistant City Manager
May 15, 2025
Signature Date:
Oracle America, Inc.
byAuthorized Signature:FDocuS,gned
f'S�
�LJJ4JJ31'JLJ 144 /...
James Crummer
Name:
Title: 5 r . manager
May 7, 2025
Signature Date: • .N • 1 9 : 02 AM PDT
Ordering Document Effective Date: (to be completed by Oracle)
US- 18334016-13-FEB-25-City of Fort Worth B2C-RightNow_FY25_EXT-04292025_GLH-V4 Page 2 of 4
Your Name: City of Fort Worth
Ordering Document Number: US-18334016
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. Single Sign -On Support
I. GIS assistance for 132C Agent desktop
J. 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
Director $340.00
Managing Consultant $276.25
Advanced Consultant $223.13
Consultant $142,31
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.
US- 18334016-13-FEB-25-City of Fort Worth B2C-RightNow_FY25_EXT-04292025_GLH-V4 Page 3 of 4
4. 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- 18334016-13-FEB-25-City of Fort Worth B2C-RightNow_FY25_EXT-04292025_GLH-V4 Page 4 of 4
EXHIBIT D
Oracle Ordering Document for the Learning Subscription
Confidential - Oracle Restricted
This Order Form is issued pursuant to the Contract for Products and Related Services
between the State of Texas acting by and through the Department of Information
Resources ("DIR") and Oracle America, Inc. ("Oracle") (DIR Contract No. DIR-CPO-5439;
Oracle Contract No. US-GMA-80517373)(the "Contract"). In the event of a conflict between
this Order Form and the Contract, the Contract shall control to the extent provided in
Section 1.3, Order of Precedence, of the Contract.
The documents contained in the hyperlinks in the Schedules identified in the Contract were
provided to DIR as of January 29, 2025. DIR has not approved the information in the linked
terms and makes no representations about the suitability of these terms for Customer
transactions. Because the terms are provided via hyperlink, they are subject to change
without notice. Customers are responsible for reading and understanding the Contract and
all related terms, including all Schedules and linked terms.
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Your Name City of Fort Worth Your Contact Robb Bailey
Your Location 1000 Throckmorton St Phone Number 817-392-8272
Fort Worth, TX 76102 Email Address William.Bailey@fortworthtexas.gov
Renew/Extend Term: 25-May-2025 to 24-May-2026
Services Period: 12 months
(Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B109206 - EDU Cloud Applications
Learning subscription - Hosted GLOBAL 3 12 mo 293.53 10,567.00
Named User
Subtotal 10,567.00
Fee Description Net Fee
Cloud Services Fees 10,567.00
Net Fees 10,567.00
Total Fees 10,567.00
Confidential - Oracle Restricted
Confidential - Oracle Restricted
A. Terms of Your Order
1. Applicable Agreement:
This order incorporates by reference the terms of the Contract for Products, Services and Related Services between
the State of Texas, acting by and through the Department of Information Resources ("DIR") and Oracle America, Inc.
dated April 4, 2025 (DIR Contract No. DIR-CPO-5439; Oracle Contract No. US-GMA-80517373), and all
amendments and addenda thereto (the "Contract" or "Agreement"). The defined terms in the Agreement shall have
the same meaning in this order unless otherwise specified herein.
2. Applicable Schedule:
Cloud Services are governed by Schedule C — Cloud Services (Appendix F to the Agreement).
3. Cloud Payment Terms: All fees are due in accordance with Appendix A, Section 8.3 of the Agreement. If You are
not subject to Chapter 2251, Texas Government Code, payment terms are net 30 days from invoice date.
4. Cloud Payment Frequency: Quarterly in Arrears
5. Currency: US Dollars.
6. Offer Valid through: 31-MAY-2025
7. Service Specifications
The Service Specifications applicable to the Cloud Services and the Technical Cloud Services ordered may be
accessed at htto://www.oracle.com/contracts. During the Services Period, the Services and Service Specifications
may be updated to reflect changes in, among other things, laws, regulations, rules, technology, industry practices,
patterns of system use, and availability of Third Party Content. Oracle updates to the Services or Service
Specifications will not materially reduce the level of performance, functionality, security or availability of the Services
during the Services Period of Your order.
8. Terms of Use and Services Period
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 by signing below the signatory represents that the signatory has 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 the applicable Encumbering Document. Any terms
and conditions on Your Encumbering Document are void and have no legal effect. 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 "Technical
Cloud Services Start Date" is the date that Oracle begins performing such services.
Data Location and Data Center Region: By placing this order, you are electing for purposes of Appendix A, Section
4.9 of the Contract that Your Content be handled as follows: Your Content will be hosted in the data center region
indicated above. If the data center region above is indicated as customer -selected, You will elect Your initial data
center region during sign-up or order. The data center region refers to the geographic region in which the Cloud
Services environment is physically located. Oracle will not change the applicable data center region or transfer Your
Cloud Services environment to a data center located outside the applicable data center region unless You authorize
such a change or transfer.
For the avoidance of doubt, Your data center region election does not restrict activity taken or initiated by You or Your
end users, such as remote Cloud Service access from outside the data center region or storage of data on end user
devices. Oracle may access and process Your Content on a global basis to the extent necessary to perform the Cloud
Services, including maintenance and Cloud Services technical support.
10. 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.
Cloud Ordering Document_ DIR-CPO-5439
Confidential - Oracle Restricted
Page 2 of 3
Confidential - Oracle Restricted
11. Termination for Convenience and Termination Fee:
You may terminate this order for convenience upon 30 calendar days' written notice in accordance with
Section 11.2.3 of Appendix A of the Agreement; however, You must pay a termination fee equal
to $2,641.75, equal to three months of anticipated fees for the terminated Cloud Services, in the event
of such a termination.
City of Fort Worth
Signature:
Name:
Title:
Signature Date:
J
Jesica McEachern
Assistant City Manager
May 15, 2025
Oracle America, Inc.
Signed by:
Authorized Signature Jb l M.ay ivuh&
F�Raensnanndnr
Name .joy Martindale
Title
Contract specialist II
Signature Date 23-Apr-2025 1 7: 35 AM PDT
Cloud Ordering Document_ DIR-CPO-5439 Page 3 of 3
Confidential - Oracle Restricted
FoRTWORTH.
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: Oracle Agreement
M&C: 24-0442 CPN:
CSO: 61453 DOC #:
TO:
APPROVER INITIALS:
Rick Lisenbee, Sr. IT Manager, Water Dept
Approver Rk
�d b-,lb-
Oracle — Already Signed
Signed
William "Robb" Bailey, IT Manager, Water Dept
Signer
Shane Zondor, Assistant Director, Water Dept
Approver
............
Jan Hale, Deputy Director, Water Dept
Approver 3L
JH
Chris Harder, Director, Water Dept
Signer
M. Kevin Anders, II, Assistant City Attorney
Signer
Jesica McEachern, Assistant City Manager
Signer
Ron Gonzales, Assistant City Secretary
Approver Kc
Jannette Goodall, City Secretary
Signer
Allison Tidwell, Administrative Assistant
Form Filler
Charmaine Baylor, Sr. IT Business Planner, Water Depi Acceptor
EXPLANATION
This is both the First Amendment and First Renewal of CSC 61453, the agreement between
Oracle America and the Fort Worth Water Department (Water). This agreement provides Water
with 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, but the
DIR cooperative contract upon which it was based has expired. Therefore, in addition to
renewing the contract, and increasing the spending authority to $274,640.00, using the
approved successor language in M&C 24-0422 this document will transition CSC 61453 from
the expired agreement to its replacement, which is DIR-CPO-5439.
The contract term will run from May 26, 2025 through May 25, 2026, with three remaining one-
year renewals.
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
amendment/renewal document.
If you have any questions or concerns, please call or email me.
Charmaine Baylor
Senior IT Business Planner
Water Department
Charmaine. bavlor(a)fortworthtexas.gov
(817)392-6629