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Home My WebLink About061453-A3 - General - Contract - Oracle America, Inc.CSC 61453-A3 THIRD AMENDMENT FORT WORTH CITY SECRETARY CONTRACT NO. 61453 BETWEEN THE CITY OF FORT WORTH AND ORACLE AMERICA, INC. This Third Amendment to Fort Worth City Secretary Contract Number 61453 is made between the City of Fort Worth ("City"), a Texas home -rule municipal corporation, acting herein by an through its duly authorized Assistant City Manager, and Oracle America, Inc. ("Vendor"). City and Vendor may be each referred to individually as a "party" and collectively as the "parties." 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, on May 14, 2024, through Mayor and Council Communication (M&C) 24-0422, the Fort Worth City Council authorized the City to enter into an agreement with Vendor for software licensing, maintenance and support services, learning subscriptions, and professional services; and WHEREAS, as authorized by M&C 24-0422, on May 26, 2024, City and Vendor entered into that certain agreement identified as Fort Worth City Secretary Contract 61453 (the "Agreement"), relying on the Original Cooperative Agreement, which included spending authority in the amount of $239,000.00; and WHEREAS, on April 4, 2025, Vendor and DIR entered into that certain cooperative agreement DIR-CPO-5439 (the "Second Cooperative Agreement"), which contains an initial term of two years, with one optional two-year renewal, and one optional one-year renewal; and WHEREAS, on May 15, 2025, the parties entered into the First Amendment and First Renewal to the Agreement to incorporate the terms of the Second Cooperative Agreement into the Agreement, increase the spending authority under the Agreement from $239,000.00 to be in the amount of $274,639.77, and renew the Agreement for an additional one-year renewal term which will end on May 25, 2026; and WHEREAS, on May 22, 2026, the parties entered into the Second Amendment and Second Renewal to the Agreement ("Second Amendment and Second Renewal") to increase the spending authority under the Agreement from $274,639.77 to the amount of $319,261.05, and renew the Agreement for an additional one-year renewal term which will end on May 25, 2027; and WHEREAS, the parties desire to amend the Agreement to replace the Ordering Documents for the Learning Subscription and the Cloud Services Fees which have been updated to include the appropriate Texas Department of Information Resources contract number. I. AMENDMENT The Agreement is hereby amended to repeal and replace the Ordering Documents included in the Second Amendment and Second Renewal with the two attached Ordering Documents that have been updated to include the Texas Department of Information Resources (DIR) contract number, DIR-CPO- 5439. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX II. 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. III. 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: Name: Title: Jesica McEachern Assistant City Manager APPROVAL RECOMMENDED: By: 07-rristopher Harde Jul 13, 2026 8:52:09 CDT) Name: Christopher Harder, P. E. Title: Director, Water Department ATTEST: 4 4 n°4y �FORT,�o9dd p� d!`g o.id OVS g'=d { �i /� Oda*ooe o*� aa4p aEaapoSQ'Op,d ( By: Name: Jannette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: William Bailey Title: IT Manager, Water Department APPROVED AS TO FORM AND LEGALITY: R ke vjn Angle-s, // By: M. Kevin Anders, II (Jul 13, 2026 09:02:50 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Confidential - Oracle Restricted \Including External Recipients 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 Name Address City of Fort Worth Information Technical Services Water Department FORT WORTH TX 76102 Renew Subscription Term: 26-May-2026 to 25-May-2027 Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Contact William (Robb) Bailey Phone Number 1-817-3927941 Email Address William.Bailey@fortworthtexas.gov Services Period: 12 months Cloud Services Data Center Region Quantity Term Unit Net Price Net Fee B88484 - Oracle RightNow Enterprise NORTH Dynamic Agent Desktop Cloud AMERICA 123 12 mo 109.08 161,004.79 Service - Hosted Named User B68258 - Oracle RightNow Chat Cloud NORTH 10 12 mo 31.17 3,739.95 Service - Hosted Named User AMERICA B68302 - Oracle RightNow Agent NORTH Scripting Cloud Service - Hosted AMERICA 102 12 mo 23.37 28,610.61 Named User B68548 - Oracle RightNow Emails NORTH Sent Monthly - 100 Emails Sent - AMERICA 5 12 mo 0.93 56.10 Monthly Capacity B72236 - Oracle RightNow Universal NORTH Core Service Tier 1 Sessions Monthly AMERICA 5 12 mo 4.99 299.20 - 100 Sessions - Monthly Capacity B82255 - Oracle RightNow Non -Contact Center User Cloud NORTH 107 12 mo 19.48 25,010.91 Service - Hosted Non -Contact Center AMERICA Named User Subtotal 218,721.55 Contract Order Reference: 10452874.a3 Confidential - Oracle Restricted \Including External Recipients Issued by Oracle America, Inc. 24 JUN-2026 Page 1 of 5 Confidential - Oracle Restricted \Including External Recipients Fee Description Net Fee Cloud Services Fees 218,721.55 Net Fees 218,721.55 Total Fees 218,721.55 Contract Order Reference: 10452874.a3 Confidential - Oracle Restricted \Including External Recipients Issued by Oracle America, Inc. 24 JUN-2026 Page 2 of 5 Confidential - Oracle Restricted \Including External Recipients 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-JUL-2026 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. To the extent Your Cloud Services include Al Functionality, the Service Specifications for such Cloud Services include the Oracle Artificial Intelligence Terms. 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 maintenance and Cloud Services technical support. 10. 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 $54,680.39, equal to three months of anticipated fees for the terminated Cloud Services, in the event of such a termination. Contract Order Reference: 10452874.a3 Confidential - Oracle Restricted \Including External Recipients Issued by Oracle America, Inc. 24 JUN-2026 Page 3 of 5 Confidential - Oracle Restricted \Including External Recipients B. Additional Order Terms Terms The following terms, as used in this order or the Agreement and whether or not capitalized, shall have the same meaning as the applicable defined term: "Agreement" and "Master Agreement"; "Customer", "Client" "Company" and "You"; "Program Documentation" and "Documentation"; "Ordering Document", "Services Order", "order" and "Order Form'; "Services Term" and "Services Period"; "Your Data", "Client Data"," Customer Data", "Company Data" and "Your Content". 2. Service Specifications "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 Services 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. Contract Order Reference: 10452874.a3 Confidential - Oracle Restricted \Including External Recipients Issued by Oracle America, Inc. 24 JUN-2026 Page 4 of 5 City of Fort Worth Signature Name Title Signature Date Jesica McEachern Richard Lisenbee Sr. Water IT Manager Jul 7, 2026 Oracle America, Inc. Signed by: Signature �a�S 6KA Name James Kamm Title Signature Date BILL TO / SHIP TO INFORMATION Bill To Customer Name City of Fort Worth 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 Director 24-Jun-2026 1 9:28 AM PDT Ship To Customer Name City of Fort Worth 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 Contract Order Reference: 10452874.a3 Issued by Oracle America, Inc. 24 JUN-2026 Page 5 of 5 Confidential - Oracle Restricted \Including External Recipients 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 INFORMATION SYSTEMS Phone Number 817-392-8272 1000 THROCKMORTON Email Address William.Bailey@fortworthtexas.gov FORT WORTH, TARRANT, TX, US, 76102 Renew Subscription Term: 25-May-2026 to 24-May-2027 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 Contract Order Reference: 1222860901.a3 Confidential - Oracle Restricted \Including External Recipients Issued by Oracle America, Inc. 1 JUN-2026 Page 1 of 4 Confidential - Oracle Restricted \Including External Recipients 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-AUG-2026 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. To the extent Your Cloud Services include Al Functionality, the Service Specifications for such Cloud Services include the Oracle Artificial Intelligence Terms. 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. Contract Order Reference: 1222860901.a3 Confidential - Oracle Restricted \Including External Recipients Issued by Oracle America, Inc. 1 JUN-2026 Page 2 of 4 Confidential - Oracle Restricted \Including External Recipients 10. 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. B. Additional Order Terms 1. Terms The following terms, as used in this order or the Agreement and whether or not capitalized, shall have the same meaning as the applicable defined term: "Agreement" and "Master Agreement"; "Customer", "Client" "Company" and "You"; "Program Documentation" and "Documentation"; "Ordering Document", "Services Order", "order" and "Order Form"; "Services Term" and "Services Period"; "Your Data", "Client Data", "Customer Data", "Company Data" and "Your Content". 2. Service Specifications "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 Services 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. 3. Data Processing Agreement Exclusion for EDU and Learning Cloud Services The Oracle Data Processing Agreement does not apply to the Cloud Services that contain "EDU" as the prefix in the name of the Cloud Services, including but not limited to, Guided Learning Cloud Services and Learning Subscription Cloud Services (but excluding Guided Learning Managed Services) because such Cloud Services only allow a customer to input certain personal information, such as its own employees' names and business contact details, for which Oracle serves as a data controller and not a data processor. Contract Order Reference: 1222860901.a3 Confidential - Oracle Restricted \Including External Recipients Issued by Oracle America, Inc. 1 JUN-2026 Page 3 of 4 City of Fort Worth Signature Name Richard Lisenbee Title Sr. Water IT Manager Signature Date Jul 7, 2026 Oracle America, Inc. Signature Name Title Signature Date BILL TO / SHIP TO INFORMATION Bill To Customer Name City of Fort Worth Customer Address INFORMATION SYSTEMS 1000 THROCKMORTON FORT WORTH TX 76102 Contact Name Robb Bailey Contact Phone 817-392-8272 Contact Email William.Bailey@fortworthtexas.gov Signed by: ,�atw 6wtwt 854EC8514F3E4BC... James Kamm Director 01-Jun-2026 1 1:14 PM PDT Ship To Customer Name City of Fort Worth Customer Address INFORMATION SYSTEMS 1000 THROCKMORTON FORT WORTH TX 76102 Contact Name Robb Bailey Contact Phone 817-392-8272 Contact Email William.Bailey@fortworthtexas.gov Contract Order Reference: 1222860901.a3 Issued by Oracle America, Inc. 1 JUN-2026 Page 4 of 4 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Oracle America, Inc. Subject of the Agreement: Third Amendment of CSC 61453, the contract for Oracle licensing, professional services, learning services, maintenance and support of the PeopleSoft Customer Relationship Management System. M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No ❑ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: May 26, 2026 If different from the approval date. Expiration Date: May 25, 2027 If applicable. Is a 1295 Form required? * Yes ❑ No ED *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. n/a *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. Water Department Routing and Transmittal Slip DOCUMENT TITLE: Oracle Third Amendment — CSC 61453 TO: ROLE: APPROVER INITIALS: Oracle America, Inc. — Already Signed Signed Rick Lisenbee, Sr. IT Manager, Water Department Approver William "Robb" Bailey, IT Manager, Water Department Signer Shane Zondor, Assistant Director, Water Department Approver_ Jan Hale, Deputy Director, Water Department Approver JH Chris Harder, Director, Water Department Signer Kevin Anders, Assistant City Attorney Signer Jesica McEachern, Assistant City Manager Signer Katherine Cenicola, Assistant City Secretary Approvercc Jannette Goodall, City Secretary Signer Allison Tidwell, Administrative Assistant Form Filler Charmaine Baylor, Sr. IT Business Planner Acceptor EXPLANATION This is the T h i r d A m e n d m e n t of CSC 61453, the City's agreement with Oracle America, Inc. (Oracle) for licensing, professional services, learning services, maintenance and support of the PeopleSoft Customer Relationship Management System, which is utilized by the Water Customer Call Center. This amendment will replace the Ordering Documents for the Learning Subscription and the Cloud Services Fees which have been updated to include the appropriate Texas Department of Information Resources contract number. Charmaine Baylor Senior IT Business Planner, Water IT Fort Worth Water Department charmaine.baylorkfortworthtexas. gov 817.392.6629