HomeMy WebLinkAbout20141656.tiffamtvie,t # 765
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: Oracle Corporation, Inc. Support Agreement Extension Renewal
DATE: July 20, 2016
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
Oracle Corporation, Inc. provides Human Resource Management and Payroll software to Weld County. The
software is used by the Human Resource and Accounting departments for managing the human resource, benefits,
and payroll needs of the County.
The attached agreement extension between the Board of Weld County Commissioners provides for software
maintenance from September 1, 2016 through August 31, 2017, in the amount of $181,923.17.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
This provider specializes in selling this software which is utilized by the Human Resource and Accounting
departments to conduct their daily businesses.
Recommendation:
It is recommended that the BOCC approve the extension agreement for an additional term.
Mike Freeman, Chair
Sean P. Conway
Julie Cozad
Steve Moreno
Barbara Kirkmeyer
Approve Schedule
Recommendation Work Session
rff
Other/Comments:
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CONTRACT AGREEMENT RENEWAL between
THE WELD COUNTY DEPARTMENT OF INFORMATION TECHNOLOGY
and ORACLE AMERICA, INC.
This Agreement for the renewal of technical support services ("Renewal"), made and entered into 1st day of August, 2016, by
and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Information Technology,
hereinafter referred to as the "Department", and Oracle America, Inc., hereinafter referred to as the "Contractor".
WHEREAS the parties entered into the Oracle Public Sector Technical Support Services Agreement (the "Support Agreement"),
dated May 28, 2014, which is incorporated by reference herein and is identified by (i) Contractor as reference number US-PS-TSSA-
272532 and (ii) the Weld County Clerk to the Board of County Commissioners as document No. 2014-1656, approved on 6/16/2014.
WHEREAS the parties hereby agree to renew the technical support services provided under the Support Agreement for the
products set forth in the ordering document issued by Contractor to the Department on August 11, 2016 (the "Ordering
Document"), which is incorporated by reference herein, as well as the terms provided herein.
NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:
• The technical support services provided under support service number P94-130-00-000--21 will end on 8/31/2016.
• The parties agree to renew the technical support services for the products set forth in the Ordering Document for an
additional one year_period, which will begin 9/1/2016, and will end on 8/31/2017.
• This Renewal, , together with the Support Agreement and the Ordering Document, constitute the entire understanding
between the parties. The terms and conditions of the Ordering Document will control in the event of any inconsistencies.
All terms and conditions of the Support Agreement and the Ordering Document remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this Renewal as of the day, month, and year first above written.
CONTRACTOR:
Oracle America, Inc.
IF�.tea-
Name: James Zamarron
Title: Deal Specialist
Date: Aug 19, 2016
WELD COUNTY:
ATT
.cZritd1J v • .�C/�D � �
BOARD OF COUNTY COMMISSIONERS
Weld .0 ty,erk to the Board WELD COUNTY, COLORADO
BY:
Deputy Cler
SEP 0 7 2016
ficial or Department Head
Page 1 of 1
85vt4eAd- 6.1.040,
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°PDSS-1(054,
DRACLE'
17 -Jun -16
Mary- Truslow
Weld County
1401 N 17th Ave
Information Technology
Greeley
CO 80631
United States
Dear Mary- Truslow
The technical support services provided under support service number P-94-130-00-000--21 will expire,
or have expired, on 31 -Aug -16. Please find attached an ordering document for the renewal of these
technical support services. If applicable, the attached ordering document may include technical support
services that you have requested to order that are in addition to the technical support services that you
are renewing.
To prevent interruption to and/ or termination of technical support services, please complete your order for
the renewal of technical support services, identified in the ordering document, by issuing a form of
payment acceptable to Oracle in accordance with the Order Processing Details section of the ordering
document on or before 2 -Aug -16.
If you have questions regarding your order or require further information, please contact me at the e-mail
address or telephone number provided below.
Regards,
Sue McCullough
Oracle Support Services
E-mail: sue.mccullough@oracle.com
Tel.:
Fax: 7197576040
Page 1 of 9 Support Service Number: P-94-130-00-000--21
RL_Public_Sector_Federal_Specified_Agreement_v010915
CORACLE'
GENERAL INFORMATION
OFFER EXPIRATION
ORACLE: Oracle America, Inc.
Support Service
Number: P-94-130-00-000--21
Offer Expires: 31 -Aug -16
Oracle Support
Sales Sue McCullough
Representative:
Telephone:
Fax: 7197576040
E-mail: sue.mccullough@oracle.com
CUSTOMER: Weld County
CUSTOMER
QUOTE TO
Account Contact: Mary- Truslow
Account Name: Weld County
Address: 1401 N 17th Ave
Information Technology
Greeley
CO 80631
United States
Telephone: 970 4002518
Fax:
E-mail: mtruslow@co.weld.co.us
CUSTOMER
BILL TO
Account Contact: Accounts Payable
Account Name: Weld County
Address: 1150 "O" St
Dept of Purchasing
Greeley
CO 80631
United States
Telephone:
Fax:
E-mail: Billing.IT@co.weld.co.us
"You" and "Your" as referenced in this ordering document refers to the Customer identified in the table
above.
Oracle may provide certain notices about technical support services via e-mail. Accordingly, please verify
and update the Customer Quote To and Customer Bill To information in the above table to help ensure
that You receive such communications from Oracle_ If changes are required to the Customer Quote To
and Customer Bill To information, please e-mail or fax the updated information, with Your support service
number P-94-130-00-000-21, to Your Oracle Support Sales Representative identified in the table above.
Page 2 of 9 Support Service Number: P-94-130-00-000--21
RL_Public_Sector_Federal_Specified_Ag reement_v010915
SERVICE DETAILS
Program Technical Support Services
Service Level: Software Update License & Support
Product Description
CSI X
Qty License
Metric
Micro Focus International Ltd. 14479191 1 USER
Net Express COBOL for
Windows
PeopleSoft Enterprise Benefits 14484990 1100 VALUE
Administration - Employee Count
Perpetual
License Start Date End Date
Level I
Type
Price
1 -Sep -16 31 -Aug -17 2,581.75
1 -Sep -16 31 -Aug -17 26,336.26
PeopleSoft Enterprise Benefits 14484990 200 FULL USE 1 -Sep -16 31 -Aug -17 1,364 52
Administration - Employee Count
Perpetual
PeopleSoft Enterprise Flexible 14484990 1100 VALUE 1 -Sep -16 31 -Aug -17 7,471 09
Spending Administrati -
Employee Count Perpetual
PeopleSoft Enterprise Human 14484990 1100 VALUE 1 -Sep -16 31 -Aug -17 36.906.75
Resources - Employee Count
Perpetual
PeopleSoft Enterprise Human 14484990 200 FULL USE 1 -Sep -16 31 -Aug -17 1,556.80
Resources - Employee Count
Perpetual
PeopleSoft Enterprise Payroll 14484990 200 FULL USE 1 -Sep -16 31 -Aug -17 1,556.80
For North America - Employee
Count Perpetual
PeopleSoft Enterprise Payroll 14484990 1100 VALUE 1 -Sep -16 31 -Aug -17 31,418.05
North American - Employee
Count Perpetual
Oracle User Productivity Kit 15682346 1 FULL USE 1 -Sep -16 31 -Aug -17 2,633.60
Standard - UPK Developer
Perpetual
Oracle User Productivity Kit - 15682346 1100 FULL USE 1 -Sep -16 31 -Aug -17 4,828.28
UPK Employee Perpetual
PeopleSoft Enterprise 15682346 110 FULL USE 1 -Sep -16 31 -Aug -17 1,319.50
ePerformance - Employee Count
Perpetual
PeopleSoft Enterprise 15682346 1100 LIMITED 1 -Sep -16 31 -Aug -17 7,242.60
ePerformance - Enterprise USE
Employee Perpetual OTHER
PeopleSoft Enterprise Human 15682346 110 FULL USE 1 -Sep -16 31 -Aug -17 992.65
Resources - Employee Count
Perpetual
PeopleSoft Enterprise Human 15682346 1100 LIMITED 1 -Sep -16 31 -Aug -17 12,875.43
Resources - Enterprise USE
Employee Perpetual OTHER
Page 3 of 9 Support Service Number: P-94-130-00-000-21
RL_Public_Sector_Federal_S pecified_Agreement_v010915
Program Technical Support Services
Service Level: Software Update License & Support
Product Description
CSI # Qty
PeopleSoft Enterprise Payroll 15682346 110
Interface - Employee Count
Perpetual
PeopleSoft Enterprise Payroll 15682346 1100
Interface - Enterprise Employee
Perpetual
PeopleSoft Enterprise Time And 15682346 110
Labor - Employee Count
Perpetual
PeopleSoft Enterprise Time and 15682346 1100
Labor - Enterprise Employee
Perpetual
PeopleSoft Enterprise UPK 15682346
eBenefits (up to 4K employees
and up to $1 billion in revenue) -
UPK Module Perpetual
PeopleSoft Enterprise UPK ePay 15682346 1
(up to 4K employees and up to
$1 billion in revenue) - UPK
Module Perpetual
PeopleSoft Enterprise UPK 15682346 1
ePerformance (up to 4K
employees and up to $1 billion in
revenue) - UPK Module
Perpetual
PeopleSoft Enterprise UPK
Human Resources (up to 4K
employees and up to $1 billion in
revenue) - UPK Module
Perpetual
PeopleSoft Enterprise UPK
Payroll for North America (up to
4K employees and up to $1
billion in revenue) - UPK Module
Perpetual
15682346 1
15682346 1
PeopleSoft Enterprise UPK Time 15682346 1
& Labor (up to 4K employees
and up to $1 billion in revenue) -
UPK Module Perpetual
Websphere for PeopleSoft 15682346 1
Enterprise (Mfr is International
Business Machines Corporation:
Third Party Program)
License
Metric
License Start Date End Date Price
Level /
Type
FULL USE 1 -Sep -16 31 -Aug -17 1,125 03
LIMITED 1 -Sep -16 31 -Aug -17 4,828.26
USE
OTHER
FULL USE 1 -Sep -16 31 -Aug -17 992.66
LIMITED 1 -Sep -16 31 -Aug -17 7,644.78
USE
OTHER
FULL USE 1 -Sep -16 31 -Aug -17 1,316.80
FULL USE 1 -Sep -16 31 -Aug -17 1,316.82
FULL USE 1 -Sep -16 31 -Aug -17 2,633.60
FULL USE 1 -Sep -16 31 -Aug -17 2,633.60
FULL USE 1 -Sep -16 31 -Aug -17 2,633.60
FULL USE 1 -Sep -16 31 -Aug -17 2,633.60
FULL USE 1 -Sep -16 31 -Aug -17 0.00
Program Technical Support Fees: USD 166,842.83
Program Technical Support Services
Service Level: Software Update License & Support
Page 4 of 9
RL_Public_Sector_Federal_Specified_Agreement_v010915
Support Service Number: P-94-130-00-000--21
Product Description
CSI # Qty License License Start Date End Date Price
Metric Level /
Type
PeopleSoft Enterprise 15682346 110 FULL USE 1 -Sep -16 31 -Aug -17 861.24
ePerformance - Enterprise
Employee Perpetual
PeopleSoft Enterprise Human 15682346 110
Resources - Enterprise
Employee Perpetual
PeopleSoft Enterprise Payroll 15682346 110
Interface - Enterprise Employee
Perpetual
PeopleSoft Enterprise Time and 15682346 110
Labor - Enterprise Employee
Perpetual
FULL USE 1 -Sep -16 31 -Aug -17 1,517.43
FULL USE 1 -Sep -16 31 -Aug -17 574.16
FULL USE 1 -Sep -16 31 -Aug -17 902.26
Program Technical Support Fees: USD 3,855.09
Program Technical Support Services
Service Level: Software Update License & Support
Product Description
CSI #
Qty
PeopleSoft Enterprise Benefits 14484990 200
Administration - Employee Count
Perpetual
PeopleSoft Enterprise Flexible 14484990 200
Spending Administrate -
Employee Count Perpetual
PeopleSoft Enterprise Human 14484990 200
Resources - Employee Count
Perpetual
PeopleSoft Enterprise Payroll 14484990 200
North American - Employee
Count Perpetual
License
Metric
License Start Date End Date
Level I
Type
FULL USE 1 -Sep -16 31 -Aug -17 1,165.75
FULL USE 1 -Sep -16 31 -Aug -17 332.51
FULL USE 1 -Sep -16 31 -Aug -17 1,330.06
FULL USE 1 -Sep -16 31 -Aug -17 1,330,06
Price
Program Technical Support Fees: USD 4,158.38
Program Technical Support Services
Service Level: Software Update License & Support
Product Description
CSI #
Qty
PeopleSoft Enterprise 15682346 220
ePerformance - Enterprise
Employee Perpetual
PeopleSoft Enterprise Human 15682346 220
Resources - Enterprise
Employee Perpetual
PeopleSoft Enterprise Payroll - 15682346 220
Enterprise Employee Perpetual
Page 5 of 9
RL_Public_Sector Federal_Specified_Agreement_v010915
License
Metric
License Start Date End Date
Level I
Type
FULL USE 1 -Sep -16 31 -Aug -17 1,187 20
FULL USE 1 -Sep -16 31 -Aug -17 2,091.80
FULL USE 1 -Sep -16 31 -Aug -17 2,544 05
Support Service Number: P-94-130-00-000-21
Price
Program Technical Support Services
Service Level: Software Update License & Support
Product Description
CSI # Qty License
Metric
PeopleSoft Enterprise Time and 15682346 220
Labor - Enterprise Employee
Perpetual
License Start Date End Date
Levell
Type
Price
FULL USE 1 -Sep -16 31 -Aug -17 1,243.82
Program Technical Support Fees: USD 7,066.87
Total Price: USD 181,923.17
Plus applicable tax
Please note the following:
• If You have questions regarding the Service Details section of this ordering document, or believe
that corrections are required, please contact Your Oracle Support Sales Representative identified
on the first page of this ordering document.
• Please review Oracle's technical support policies, including the Lifetime Support Policy, before
entering into this ordering document. Under Oracle's Lifetime Support Policy, the support level for
an Oracle product, if applicable, may change during the term of the services purchased under this
ordering document. If extended support is offered, an additional fee will be charged for such
support if ordered. If You would like to purchase extended support please contact Your Oracle
Support Sales Representative identified on the first page of this ordering document.
• If Oracle accepts Your order, the start date set forth in the Service Details table above shall serve
as the commencement date of the technical support services and the technical support services
ordered under this ordering document will be provided through the end date specified in the table
for the applicable programs and/ or hardware.
• If any of the fields listed in the Service Details table above are blank, then such fields do not apply
for the applicable programs and/or hardware for which You are purchasing technical support
services.
Page 6 of 9 Support Service Number: P-94-130-00-000-21
RL_Public_Sector_Federal_Specified_Ag reement_v010915
TECHNICAL SUPPORT SERVICES TERMS
If the Customer and the Customer Quote To name identified in the General Information table above are
not the same, Weld County represents that Customer has authorized Weld County to execute this
ordering document on Customer's behalf and to bind Customer to the terms described herein. Weld
County agrees that the services ordered are for the sole benefit of Customer and shall only be used by
Customer. Weld County agrees to advise Customer of the terms of this ordering document as well as any
communications received from Oracle regarding the services.
If the Customer and the Customer Bill To name identified in the General Information table above are not
the same, Customer agrees that: a) Customer has the ultimate responsibility for payments under this
ordering document; and, b) any failure of Weld County to make timely payment per the terms of this
ordering document shall be deemed a breach by Customer and, in addition to any other remedies
available to Oracle, Oracle may terminate Customer's technical support service under this ordering
document.
Technical support is provided under Oracle's technical support policies in effect at the time the services
are provided. The technical support policies are subject to change at Oracle's discretion; however,
Oracle will not materially reduce the level of services provided for supported programs and/or hardware
during the period for which technical support has been ordered. You should review the technical support
policies prior to entering into this ordering document. The current version of the technical support policies
may be accessed at http://www,oracle.com/us/supoort/policies/index,html.
The technical support services acquired under this ordering document are governed by the terms and
conditions of the US-PS-TSSA-272532 ("agreement"). Any use of the programs and/or hardware, which
includes updates and other materials provided or made available by Oracle as part of technical support
services, is subject to the rights granted for the programs and/or hardware set forth in the order in which
the programs and/or hardware were acquired.
This ordering document incorporates the agreement by reference. In the event of inconsistencies
between the terms contained in this ordering document and the agreement, this ordering document shall
take precedence.
Page 7 of 9 Support Service Number: P-94-130-00-000--21
RL_Public_ Sector_ Federal_ Specified_ Agreement_v010915
ORDER PROCESSING DETAILS
Your order is subject to Oracle's acceptance. Your order is deemed to be placed when You provide
Oracle with details for payment (e.g., Your purchase order or a credit card confirmation for the order as
detailed below) or an executed Oracle Financing contract. Once placed, Your order shall be
nonrefundable, except as provided in the agreement.
Technical Support fees are invoiced Quarterly in Arrears. All fees payable to Oracle are due within 30
NET from date of invoice.
Oracle will issue an invoice to You upon receipt of a purchase order or a form of payment acceptable to
Oracle. You agree to pay any sales, value-added or other similar taxes imposed by applicable law,
except for taxes based on Oracle's income. Regardless of the form of payment:
- Unless you are an U.S. federal government entity, Oracle's invoice includes applicable sales tax, GST,
or VAT (collectively referred to as "tax"). If Weld County is a tax exempt organization and is not an
U.S. federal government entity, a copy of Weld County's tax exemption certificate must be submitted
with Weld County's purchase order or credit card.
Purchase Order
If the technical support services on this ordering document will be ordered and paid under a purchase
order, the purchase order must be in a non -editable format (e.g., PDF) and include the following
information:
Support Service Number: P-94-130-00-000--21
Total Price: USD 181,923.17 (excluding applicable tax)
Local Tax, if applicable
In issuing a purchase order, Weld County agrees that the terms of this ordering document and the
agreement supersede the terms in the purchase order or any other non -Oracle document, and no terms
included in any such purchase order or other non -Oracle document shall apply to the technical support
services ordered under this ordering document.
Please e-mail or fax the purchase order to Oracle in accordance with the Remittance Details section
below.
Credit Card Confirmation
If the technical support services on this ordering document will be ordered and paid by credit card, please
complete the information in this section and return it to Oracle in accordance with the Remittance Details
section below. The credit card used to make payment must be valid for the entire support services term.
Please note that Oracle is unable to process credit card transactions of USD $100,000 or greater or
transactions that are not in USD.
Credit Card Number
Credit Card Type (Visa, MasterCard, AMEX, JCB (for Japan only))
Page 8 of 9 Support Service Number P-94-130-00-000-21
RL_Public_Sector Federal_Specified_Agreement v010915
Expiration Date
Billing Address (associated with Credit Card)
City, State, and Zip (associated with Credit Card)
Authorized Signature
Name (as it appears on the credit card)
In issuing this credit card confirmation, Weld County agrees that only the terms of this ordering document
and the agreement shall apply to the technical support services ordered under this ordering document.
No terms attached or submitted with the credit card confirmation shall apply
Remittance Details
Purchase orders or credit card details for the technical support services ordered under this ordering
document should be sent to:
Attn: Sue McCullough
Oracle Support Services
Fax: 7197576040
E-mail: sue.mccullough@oracle.com
Page 9 of 9 Support Service Number: P-94-130-00-000-21
R(__Public_Sector_Federal_Specified_Agreement_v010915
RESOLUTION
RE: APPROVE TECHNICAL SUPPORT SERVICES AGREEMENT AND AMENDMENT
AND AUTHORIZE CHAIR TO SIGN - ORACLE AMERICA, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Technical Support Services Agreement
and Amendment between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, and Oracle America, Inc., commencing May 28, 2014,
with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Technical Support Services Agreement and Amendment between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, and Oracle America, Inc. be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 2nd day of June, A.D., 2014, nunc pro tunc May 28, 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: [,1 Cd_;cl
Weld County Clerk to the Board
BY
EXCUSED
Douglas Rademacher,/Chair
E11,, b Lk L /ht
ara Kirkmeyer, Pro-Tem
ty Clerk to the BoarSED
P. Conway
VED c='W FORM:
County Attorney
Date of signature:
0Yi9tncu -Fo
`brad L-2-1,1
WRfiam F. Garcia
toritp
Mike Fr
eict 03Y)
2014-1656
IT0002
Agreement Name: US-PS-TSSA-272532
ORACLE
AMENDMENT ONE
TO
ORACLE PUBLIC SECTOR TECHNICAL SUPPORT SERVICES AGREEMENT
BETWEEN
WELD COUNTY
AND
ORACLE AMERICA, INC.
ORACLE CONTRACT INFORMATION
This amendment ("Amendment One") amends the Oracle Public Sector Technical Support Services Agreement v100111
("TSSA") dated May 28, 2014 between the Weld County ("You") and Oracle America, Inc. ("Oracle").
A. AMENDMENT DETAILS
You and Oracle hereby agree to amend the TSSA as follows:
Section N. Other- The following is added to Section N:
N. Other
5. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or
implied, of' any of the immunities, rights, benefits, protections or other provisions, of the Colorado
Governmental Immunity Act §§ 24-10-101 et seq., as applicable now or hereafter amended.
6. This agreement is governed by the substantive and procedural laws of the State of Colorado and you
and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts in Weld or
Denver counties in Colorado in any dispute arising out of or relating to this agreement.
REMAINGER OF PAGE LEFT INTENTIONALLY BLANK
Page I of 2
Leslie Wilson
E -signed 2014-05-28 02:02PM PDT
leslie.wilson@oracle.com
Contracts Specialist
2014-1656
Document Integrity Verified
EcnoS'gn Transaction Number X9QSUFCXR443F2G
Subject to the modifications herein, the TSSA shall remain in full force and effect.
The effective date of this amendment is May 28, 2014 (to be completed by Oracle).
Weld County / Oracle America, Inc.
cigar "Wan
Authorized Signature: p/, {, [4-!,(J.i yz.. i- Authorized Signature: Leslie Wilson May x,,0,4)
[
Name: Barbara Kirkmeyer
Title: Chair Pro -Tern
Signature Date:
UN 0 2 7m4
Leslie Wilson
E -signed 2014-05-28 02:02PM PDT
leslie.wilson@oracle.com
Contracts Specialist
Name: Leslie Wilson
Title: Contracts Specialist
Signature Date: May 28, 2014
Agreement Name: US-PS-TSSA-272532
Page 2 of 2
-Document Integrity Verified
7O/4'-7656
EchoSign Transaction Number'. X9GSUFCXR443F2G
ORACLE'
ORACLE PUBLIC SECTOR TECHNICAL SUPPORT SERVICES AGREEMENT
A. Agreement Definitions
"You" and "your" refers to the individual or entity that has executed this agreement ("agreement") and ordered services from
Oracle America, Inc. ("Oracle"). The term "programs" refers to the software products owned or distributed by Oracle for which
you have a license, program documentation, and any program updates acquired through technical support. The term "hardware"
refers to the hardware equipment (including components, options and spare parts), operating system (as defined in your
configuration) and integrated software. Hardware includes hardware documentation. Operating system and integrated software
include any software updates acquired through technical support. The hardware equipment or parts of it may be new or like new.
The term "services" refers to technical support services which you have ordered in accordance with this agreement.
B. Applicability of Agreement
This agreement is valid for the technical support renewal order(s) which this agreement accompanies. You may place orders for
services on an annual basis under this agreement for 3 years from the effective date of this agreement.
C. Rights Granted
Upon payment for services, 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 agreement. You may allow your agents
and contractors to use the deliverables for such purpose and you are responsible for their compliance with this agreement. The
services provided under this agreement are related to your license to use programs and/or your use of hardware, which you
acquired under a separate order. The agreement referenced in that order ("order agreement") shall govern your rights and/or use of
such programs and/or hardware.
D. Ownership and Restrictions
Oracle or its licensors retain all ownership and intellectual property rights to the programs, the operating system and integrated
software. Oracle or its licensors retain all ownership in the intellectual property rights to the hardware. Title to hardware,
excluding the operating and integrated software, will transfer upon delivery. Oracle retains all ownership and intellectual property
rights to anything developed and delivered under this agreement resulting from services. All restrictions on your use of the
programs and/or hardware as set forth in the agreement under which you initially acquired the programs and/or hardware, as
applicable, shall apply to updates to the program(s), operating system and integrated software as part of the services acquired
under this agreement.
E. Warranties, Disclaimers and Exclusive Remedies
Oracle warrants that services will be provided in a professional manner consistent with industry standards. You must notify Oracle
of any services warranty deficiencies within 90 days from performance of the deficient services.
FOR ANY BREACH OF THE ABOVE WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE
LIABILITY SHALL BE THE REPERFORMANCE OF THE DEFICIENT SERVICES; OR, IF ORACLE CANNOT
SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE
RELEVANT SERVICES AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES.
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.
F. Indemnification
If a third party makes a claim against either you or Oracle ("Recipient" which may refer to you or Oracle depending upon which
party received the Material), that any information, design, specification, instruction, software, data, operating system, integrated
software, hardware or material ("Material") furnished by either you or Oracle ("Provider" which may refer to you or Oracle
depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider,
at its sole cost and expense and to the extent not prohibited by law, will defend the Recipient against the claim and indemnify the
Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the
settlement agreed to by the Provider, if the Recipient does the following:
• notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if
required by applicable law);
• gives the Provider sole control of the defense and any settlement negotiations; and
Public Sector TSRA_100111.doc — FOR PUBLIC SECTOR USE ONLY Page 1 of 4
Leslie Wilson
E -signed 2014-05-28 02:02PM PDT
leslie.wilson@oracle.com
Contracts Specialist
Document Integrity Verified
Echosign Transaction Number XQQSUFCXR443F2G
• gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated a third party's intellectual property rights,
the Provider may choose to either modify the Material to be non -infringing (while substantially preserving its utility or
functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider
may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid to the other
party for it. Notwithstanding the previous sentence and with respect to hardware only, if the Provider believes or it is determined
that the hardware (or portion thereof) may have violated a third party's intellectual property rights, the Provider may choose to
either replace or modify the hardware (or portion thereof) to be non -infringing (while substantially preserving its utility or
functionality) or obtain a right to allow for continued use, or if these alternatives are not commercially reasonable, the Provider
may remove the applicable hardware (or portion thereof) and refund the net book value. If you are the Provider and such return
materially affects Oracle's ability to meet its obligations under the relevant order, then Oracle may, at its option and upon 30 days
prior written notice, terminate the order. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses
it outside the scope of use identified in the Provider's user documentation or if the Recipient uses a version of the Materials which
has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material
which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is
based upon any information, design, specification, instruction, software, data, operating system, integrated software, hardware or
material not furnished by the Provider. Oracle will not indemnify you to the extent that an infringement claim is based upon the
combination of any Material with any products or services not provided by Oracle. Oracle will not indemnify you for
infringement caused by your actions against any third party if the Oracle program(s) or the operating system or integrated software
(as applicable) as delivered to you and used in accordance with the terms of this agreement would not otherwise infringe any third
party intellectual property rights. Oracle will not indemnify you for any infringement claim that is based on: (1) a patent that you
were made aware of prior to the effective date of this agreement (pursuant to a claim, demand, or notice); or (2) your actions prior
to the effective date of this agreement. This section provides the parties' exclusive remedy for any infringement claims or
damages.
G. Technical Support
For the programs for which you order annual technical support, such technical support (including first year and all subsequent
renewal years) is provided under Oracle's technical support policies in effect at the time the services are provided. The technical
support policies, incorporated in this agreement, are subject to change at Oracle's discretion; however, Oracle policy changes will
not result in a material reduction in the level of services provided for supported programs during the period for which fees for
technical support has been ordered. You should review the policies prior to executing an order for the applicable services. You
may access the current version of the technical support policies at http://oracle.com/contracts. If you decide to purchase technical
support for any 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 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.
Oracle Hardware and Systems Support (including first year and all subsequent years) is provided under Oracle's Hardware and
System Support Policies in effect at the time the 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 services. The Oracle
Hardware and System Support Policies, incorporated in this agreement, are subject to change at Oracle's discretion; however,
Oracle will not materially reduce the level of services provided during the period for which fees for Oracle Hardware and Systems
Support have been ordered. You should review the policies prior to executing an order for the applicable services. You may
access the current version of the Oracle Hardware and System Support Policies at http://oracle.com/contracts.
Technical support is effective upon the effective date of the order unless otherwise stated in your order.
H. End of Agreement
1. Termination for Cause. If either of us breaches a material term of this agreement and fails to correct the breach within 30 days
of written specification of the breach, then the breaching party is in default and the non -breaching party may terminate this
agreement. If Oracle ends this agreement as specified in the preceding sentence or under Section F (Indemnification), you must
pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for services received
under this agreement plus related taxes. If you are exempt from sales tax, Oracle will not invoice you for applicable sales tax
provided a copy of a valid sales tax certificate of exemption is provided to Oracle simultaneously with the execution and return of
your order. Except for nonpayment of fees, the non -breaching party may agree in its sole discretion to extend the 30 day period
for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this
agreement, you may not use those services ordered. Provisions that survive termination or expiration are those relating to
limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
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Leslie Wilson
E -signed 2014-05-28 02:02PM PDT
leslie.wilson@oracle.com
Contracts Specialist
Li -r+• •Document Integrity Verified
EchoSign Transaction Number. X9GSUFCXR443F2G
2. Termination for Convenience. You may terminate performance of services under this agreement for your sole convenience. In
the event you elect to terminate this agreement pursuant to this provision, you shall provide Oracle written notice at least ten (10)
days prior to the termination date. The termination shall be effective as of the date specified in the notice. If you end this
agreement as specified in this paragraph, you agree that (i) you must pay within 30 days all amounts which have accrued prior to
the end of this agreement, as well as all sums remaining unpaid for services received under this agreement; and (ii) you may not
use any services ordered as of the effective date of such termination.
I. Fees and Taxes
All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value-added or other similar
taxes imposed by applicable law that Oracle must pay based on the services you ordered, except for taxes based on Oracle's
income. Fees for services listed in an ordering document are exclusive of taxes. You agree that you have not relied on the future
availability of any hardware, programs or updates in entering into the payment obligations in your ordering document; however,
the preceding sentence does not relieve Oracle of its obligation to provide updates under your ordering document, if -and -when
available, in accordance with Oracle's then current technical support policies.
J. Nondisclosure
By virtue of this 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 this
agreement. Confidential information shall be limited to the terms and pricing under this agreement and all information clearly
identified as confidential at the time of disclosure.
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.
We each agree to hold each other's confidential information in confidence for a period of three years from the date of disclosure.
Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against
unauthorized disclosure. Nothing shall prevent either party from disclosing the twins or pricing under this agreement or orders
submitted under this agreement in any legal proceeding arising from or in connection with this agreement or disclosing the
confidential information as required by law; provided the receiving party gives the disclosing party reasonable notice prior to
disclosing any confidential information of the disclosing party to allow the disclosing party an opportunity to seek objective relief
or other such relief as may be appropriate.
K. Entire Agreement
You agree that this agreement and the information which is incorporated into this agreement by written reference (including
reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement
for the services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations,
written or oral, regarding such services. If any term of this 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 this
agreement. It is expressly agreed that the terms of this agreement and any Oracle order shall supersede the terms in any purchase
order or other non -Oracle document and no terms included in any such purchase order or other non -Oracle document shall apply to
the services ordered. This agreement and applicable order(s) 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 this
agreement shall be provided to the other party in writing.
L. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE'S
MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT
OF THE FEES YOU PAID ORACLE UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM
DEFICIENT SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR THE
DEFICIENT SERVICES GIVING RISE TO THE LIABILITY.
M. Export
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to any services
deliverables provided under this 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, program and/or materials resulting from
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Leslie Wilson
E -signed 2014-05-28 02:02PM PDT
leslie.wilson@oracle.com
Contracts Specialist
Document Integrity Verified
E hoSg Ta a to N be. X9OSUFCXR443F2G
services (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.
N. Other
1. If you have a dispute with Oracle or if you wish to provide a notice under the Indemnification section of this agreement, 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, California, United States, 94065, Attention: General Counsel, Legal
Department.
2. You may not assign this agreement or give or transfer any services or an interest in them to another individual or entity. If you
grant a security interest in any services deliverables, the secured party has no right to use or transfer any services deliverables.
3. Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or
relating to this agreement may be brought by either party more than two years after the cause of action has accrued.
4. The Uniform Computer Information Transactions Act does not apply to this agreement or orders placed under it. You
understand that Oracle's business partners, including any third party firms retained by you to provide computer 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 the business partner is providing services as an Oracle subcontractor on an engagement ordered under
this agreement.
O. Force Majeure
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God;
electrical, intemet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the
denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both
will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of
us may cancel unperformed services upon written notice. This section does not excuse either party's obligation to take reasonable
steps to follow its normal disaster recovery procedures or your obligation to pay for services provided.
The effective date of this agreement shall be
Customer Name: Weld County
Authorized ,1
Signature. ii -Lit-
Name: Barbara
Title:
May 28, 2014
Kirkmeyer
Chair Pro-Tem
Signature Date:
JUN 0 2 2014
Oracle America, Inc.
Authorized' " I%l t
Leslie Wilson (May 28 2014)
Signature:
Name: Leslie Wilson
20 .
Title: Contracts Specialist
Signature Date: May 28, 2014
Agreement Name: US-PS-TSSA-272532
Public Sector TSRA_I00111.doc — FOR PUBLIC SECTOR USE ONLY
Leslie Wilson
E -signed 2014-05-28 02:02PM PDT
leslie.wilSOn@Oraele.com
Contracts Specialist
Mme #t Document Integrity Verified
Page 4 of 4
O
wasammommayalli EchoSign Transaction Number X9� CX// —5Z
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