HomeMy WebLinkAbout20152844.tiff MEMORANDUM
TO: Esther Gesick, Clerk to the Board August 14, 2015
� g
FROM: Ryan Rose, Chief Information Officer --"K?"--
SUBJECT: Oracle Technical Support Service Renewal for
PeopleSoft software
Oracle provides licenses and technical support for the PeopleSoft software that is
used by Weld County's Human Resources and Accounting Departments for Human
Resource Management and Payroll. This agreement is to renew their technical
support services. This agreement is in effect through 8/31/2016. The requested
cost is $169,202.66 annually.
We ask that the BOCC approve the contract agreement as submitted.
1
2015-2844
6.544.4.tij c&; . --roo .5_
CONTRACT AGREEMENT AMENDMENT BETWEEN
r, THE WELD COUNTY DEPARTMENT OF INFORMATION TECHNOLOGY
AND ORACLE CORPORATION, INC.
This Agreement Amendment is made and entered into this 18th day of Augusta.=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 an agreement(the"Original Agreement")identified by the Weld County Clerk to the
Board of County Commissioners as document No.2014-1656,approved on June 2,2014,as well as the terms provided herein.
NOW THEREFORE,in consideration of the premises,the parties hereto covenant and agree as follows:
• The Original Agreement(US-PS-TSSA-272532),dated June 2,2014 will remain in effect without change except:
• The Ordering Document(Support Service Number P-94-130-00-000-21),along with the original agreement,constitute the
entire understanding between the parties.
• All other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF,the parties hereto have duly executed the Agreement as of the day,month,and year first above written.
CONTRACTOR: WELD COUNTY,COLO DO
Zach Davidson-Deal Manager cailAhlAlt
P nt N. a hair
�, �• - Barbara Kirkmeyer, UG.2 4 2015
Signature :• - w AS TO ®*
ATTEST: Jdfdsf17 ( f le. "o'cial or Department Head
Weld C- ty Clerk to the Boar•
BY: 1S61 ( '�1:� � '"/f't'
Deputy Cler to the Board ` ' I'irector of General Services
APPITAS T FU 6)lets
Controller
APP OVED AS ,FORM:
Jv
County Attorney
BOARD OF COUNTY COMMISSIONERS 0JQ/J Zf
III I �
CDRACLE•
12-Aug-15
Ryan Rose
Weld County
Information Services
915 10th Street PO Box 758
GREELEY
CO 80632
United States
Dear Ryan Rose
The technical support services provided under support service number P-94-130-00-000--21 will expire,
or have expired, on 31-Aug-15. 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 19-Aug-15.
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,
Amanda Leon
Oracle Support Services
E-mail:amanda.leon@oracle.com
Tel.:3032722632
Fax:
Page 1 of 9 Support Service Number:P-94-130-00-000--21
RL_Publio Sector Federal_Speclfied Agreement v010915
ORACLE
GENERALINFORMATL
OFFER EXPIRATION ORACLE:Oracle America, Inc.
Oracle Support
Support Service
Number Representative:
Sales Amanda Leon
Representative:
Offer Expires: 31-Aug-15
Telephone: 3032722632
Fax:
E-mail: amanda.leon@oracle.com
CUSTOMER:Weld County
CUSTOMER CUSTOMER
QUOTE TO BILL TO
Account Contact: Ryan Rose Account Contact: Accounts Payable
Account Name: Weld County Account Name: Weld County
Address: Information Services Address: 1150"O"St
915 10th Street PO Box Dept of Purchasing
758 Greeley
GREELEY CO 80631
CO 80632 United States
United States
Telephone: Telephone:
Fax: Fax:
E-mail: rrose@co.weld.co.us E-mail:
"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-94130-00-000--21
RL_Public Sector_Federal_Specifed_Agreement_v010915
SERVICE DETAILS
Program Technical Support Services
Service Level: Software Update License&Support
Product Description CSI# Qty License License Start Date End Date Price
Metric Level/
Type
I
Micro Focus International Ltd. 14479191 1 USER 1-Sep-15 31-Aug-16 2,506.55
Net Express COBOL for
Windows
PeopleSoft Enterprise Benefits 14484990 200 FULL USE 1-Sep-15 31-Aug-16 1,324.78
Administration-Employee Count
Perpetual
PeopleSoft Enterprise Benefits 14484990 1100 VALUE 1-Sep-15 31-Aug-16 25,569.18
Administration-Employee Count
Perpetual
PeopleSoft Enterprise Flexible 14484990 1100 VALUE 1-Sep-15 31-Aug-16 7,253.49
Spending Administrati-
! Employee Count Perpetual
PeopleSoft Enterprise Human 14484990 200 FULL USE 1-Sep-15 31-Aug-16 1,511.46
Resources-Employee Count
Perpetual
PeopleSoft Enterprise Human 14484990 1100 VALUE 1-Sep-15 31-Aug-16 35,831.80
Resources-Employee Count
Perpetual
PeopleSoft Enterprise Payroll 14484990 200 FULL USE 1-Sep-15 31-Aug-16 1,511.46
For North America-Employee
Count Perpetual
PeopleSoft Enterprise Payroll 14484990 1100 VALUE 1-Sep-15 31-Aug-16 30,502.96
North American-Employee
Count Perpetual
Oracle User Productivity Kit 15682346 1 FULL USE 1-Sep-15 31-Aug-16 2,556.89
Standard-UPK Developer
Perpetual
Oracle User Productivity Kit- 15682346 1100 FULL USE 1-Sep-15 31-Aug-18 4,687.65
UPK Employee Perpetual
PeopleSoft Enterprise 15682346 110 FULL USE 1-Sep-15 31-Aug-16 1,281.07
ePerformance-Employee Count
Perpetual
PeopleSoft Enterprise 15682346 1100 LIMITED 1-Sep-15 31-Aug-16 7,031.65
ePerformance-Enterprise USE
Employee Perpetual OTHER
PeopleSoft Enterprise Human 15682346 110 FULL USE 1-Sep-15 31-Aug-16 963.74
Resources-Employee Count
Perpetual
PeopleSoft Enterprise Human 15682346 1100 LIMITED 1-Sep-15 31-Aug-16 12,500.42
Resources-Enterprise USE
Employee Perpetual OTHER
Page 3 of 9 Support Service Number.P-94-130-00-000--21
RL_Public Sector_Federal_Specified_Agreement_v010915
Program Technical Support Services.
Service Level: Software Update License&Support
Product Description CSI# Qty License License Start Date End Date Price
Metric Level/
Type
PeopleSoft Enterprise Payroll 15682348 110 FULL USE 1-Sep-15 31-Aug-16 1,092.26
Interface-Employee Count
Perpetual
PeopleSoft Enterprise Payroll 15682346 1100 LIMITED 1-Sep-15 31-Aug-16 4,687.63
Interface-Enterprise Employee USE
Perpetual OTHER
PeopleSoft Enterprise Time And 15682346 110 FULL USE 1-Sep-15 31-Aug-16 963.75
Labor-Employee Count
Perpetual
PeopleSoft Enterprise Time and 15682346 1100 LIMITED 1-Sep-15 31-Aug-16 7,422.12
Labor-Enterprise Employee USE
Perpetual OTHER
PeopleSoft Enterprise UPK 15682346 1 FULL USE 1-Sep-15 31-Aug-16 1,278.45
eBeneflts(up to 4K employees
and up to$1 billion in revenue)-
UPK Module Perpetual
PeopleSoft Enterprise UPK ePay 15682346 1 FULL USE 1-Sep-15 31-Aug-18 1,278.47
(up to 4K employees and up to
$1 billion in revenue)-UPK
Module Perpetual
PeopleSoft Enterprise UPK 15682346 1 FULL USE 1-Sep-15 31-Aug-16 2,556.89
ePerformance(up to 4K
employees and up to$1 billion in
revenue)-UPK Module
Perpetual
PeopleSoft Enterprise UPK 15882346 1 FULL USE 1-Sep-15 31-Aug-18 2,556.89
Human Resources(up to 4K
employees and up to$1 billion in
revenue)-UPK Module
Perpetual
PeopleSoft Enterprise UPK 15682346 1 FULL USE 1-Sep-15 31-Aug-16 2,556.89
Payroll for North America(up to
4K employees and up to$1
billion in revenue)-UPK Module
Perpetual
PeopleSoft Enterprise UPK Time 15682346 1 FULL USE 1-Sep-15 31-Aug-16 2,556.89
&Labor(up to 4K employees
and up to$1 billion in revenue)-
UPK Module Perpetual
Websphere for PeopleSoft 15682346 1 FULL USE 1-Sep-15 31-Aug-16 0.00
Enterprise(Mfr is International
Business Machines Corporation;
Third Party Program)
Program Technical Support Fees: USD 161,983.34
Program Technical Support Services . ..
Service Level: Software Update License 8 Support
Page 4 of 9 Support Service Number:P-94-130-00-000-21
RL_Public Sector Federal_Specifled Agreement v010915
}
Product Description CSI# Qty License License Start Date End Date Price
Metric Level
Type
PeopleSoft Enterprise 15682346 110 FULL USE 1-Sep-15 31-Aug-16 836.16
ePerformance-Enterprise
Employee Perpetual
PeopleSoft Enterprise Human 15682346 110 FULL USE 1-Sep-15 31-Aug-16 1,473.23
Resources-Enterprise
Employee Perpetual
PeopleSoft Enterprise Payroll 15682346 110 FULL USE 1-Sep-15 31-Aug-16 557.44
Interface-Enterprise Employee
Perpetual
PeopleSoft Enterprise Time and 15682346 110 FULL USE 1-Sep-15 31-Aug-16 875.98
P P
Labor-Enterprise Employee
Perpetual
Program Technical Support Fees: USD 3,742.81
Program Technical Support Services
Service Level: Software Update License&Support
Product Description CSI# Qty License License Start Date End Date Price
Metric Level
Type
PeopleSoft Enterprise Benefits 14484990 200 FULL USE 24-Oct-15 31-Aug-16 974.60
Administration-Employee Count
Perpetual
PeopleSoft Enterprise Flexible 14484990 200 FULL USE 24-Oct-15 31-Aug-16 277.99
Spending Administrati-
Employee Count Perpetual
PeopleSoft Enterprise Human 14484990 200 FULL USE 24-Oct-15 31-Aug-16 1,111.96
Resources-Employee Count
Perpetual
PeopleSoft Enterprise Payroll 14484990 200 FULL USE 24-Oct-15 31-Aug-16 1,111.96
North American-Employee
Count Perpetual
Program Technical Support Fees: USD 3,476.51
Total Price: USD 169,202.66
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
Page 5 of 9 Support Service Number.P-94-130-00-000--21
RL_Public_Sector_Federal_Specified_Agreement_v010915
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_Agreement 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/support/policies/index.htmi.
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-94130-00-000-21
RL_Public_Sector_Federal_Specified Agreement_v0 10915
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 169,202.66(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-94130-00-000--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:, Amanda Leon
Oracle Support Services
Fax:
E-mail: amanda.leon@oracle.com
Page 9 of 9 Support Service Number:P-94-130-00-000-21
RL_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:C debt; EXCUSED
• Douglas RademacheryChair
Weld County Cleric to the Board • ""
AXIL
Meyer, em
a
Clerk to the
Conway
D FORM:
County Attorney
F. Garcia
Date of signature; I LP
- ► on irta,l -10
-brisk G-Z--H CG: G4 05?
�-a7-ly 2014-1856
1T0002
Agreement Name:US-PS-TSSA-272532
ORACLome•
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
("'SSA")dated taw 20.2014. , 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 54 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 o1 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
Pap ler2
Leslie Wilson
E-signed 2014-05-28 02:02PM PDT
Ieslie.wltson®oracle.com
Contracts Specialist 2014-1656
Document Integrity Verineti eeIoS en Tranracoan Number uonUFCxR4 020 eb eem a hue
Subject to the cnodi$cations 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 3 <' Oracle America,Inc.
dgalerliivon
Authorized j, / f' ' e t_ Signature:S Li. . Aatttorlaasd m
Name: Barbara Tirkaaayer Nom=Leslie Wilson
Title: Chair Pro—Tem Contracts Specialist
Signature Date: . r ( fl 2 2014 Signature Date: May 28,2014
Agreement Name:US-PS-TSSA-272332
Para aft
Leslie Wilson
E-signed 2014-05-28 02:02PM PDT
lesGe.wllson(Doracle.00m
Contracts Specialist
ao / 6
arnmorelliDocument integrity verified �...E,c5gn Trento:O n Nuns«X QSUFCxauF20 •r+rarrrrR
ORACLE'
ORACLE PUBLIC SECTOR TECHNICAL SUPPORT SERVICES AGREEMENT
A. Agreement Definitions
"You".and"you?"refers to the individual or entity that has executed this agreement("agreement's and ordered services from
Oracle America,Inc.("Oracle'). The teem"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, optima 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 dire 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*lbw your agents
end contactors to use the deliverables for such purpose and you are responsible fir 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 el ownership in the intellectual property tights 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 firth in the agreement under which you initially acquired the programs end/or hardware,as
applicable,shall apply to updates to the program(s),operating system and integrated software as prat of the services acquired
under this agreement.
E. Warranties,Disclaimers and Exclusive Remedies
Oracle warrants that services will be provided ins 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, WV ORACLE CANNOT
SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER,YOU MAY END THE
RELEVANT SERVICES AND RECOVER THZ 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
Ka third party mince*claim against either you or Oracle("Recipient"which may refer to you or Oracle depending upon which
pa my received the Material),that any infatuation,design,specification,instruction,software,data,operating system.integrated
software,brrdaetverer material ("Materrial") thrashed by either you or Oracle("Provider"which may rater to you or Oracle
depending on which party provided the Material),and used by the Recipient infringes its intellectual property rights,the Provider.
et 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 expanses 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 10011 l.doc—FOR PUBLIC SECTOR USE ONLY Page 1 of 4
Leslie Wilson
E-signed 2014-05-26 02:02PM PDT
Ieslie.w1sontgoracle.com
Contracts Specialist
.+.arr• Document Integrity Verified • • e cnosrpn rransacr on wme.r XaCISUFCXR443FIG ollisollommor
•
• 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-inbiuging (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 mend 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 tie Provider's user documentation or lithe Recipient uses a version of the Materials which
has been superseded.if the infringement claim could have been avoided by using en 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 I.
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 nt caused by your actions against any third party if the Oracle progeam(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
patty intellectual property rights. Oracle will not indermtify 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 far which you order annual technical support,such technical support(including drat 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 poli 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 fbr 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 hem/araclaoom/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. Tie
technical support fees for the remaining licenses will be priced in accordance with the technical support policies in afflict 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 en order for the applicable services. You may
access the current version of the Oracle Hardware and System Support Policies at
Technical support is effective upon the effective date of the order unless otherwise stated in your order.
H. Red ofAgreement
1. Termination Par Cause. If either of us breaches a material term of this agreement and fails to correct the breath within 30 days
of written specification of the breach, then the breaching party is in death and the non-breaching party may terminate this
agreement. If Oracle ends this agreement u specified in the preceding sentence or under Section F(Indemnification),you must
pay within 30 days all amounts which have accrued prior to such and,es 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 ewe 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.
Public Sector TSRA100111.doc—FOR PUBLIC SECTOR USE ONLY Page 2 of 4
Leslie Wilson
E-signed 2014-05-28 02:02PM PDT
flot,sie.wilsonCiorade.com
ontracts Specialist
illooctiment'Integrity verified sateen nmeamon►ureter XaoSUFCxau3r2c J
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2. YOU mq►� uweeoe( es=deadyis. nt ply year sofa couveaieace. hi;
`its� am youcltoweut wiotbie :patsa.uwa prevision,you MovirleOntele written notice at least ten(1O)
days prior to the nomination data The ter stion.shell.bp effective ss of the date Aptieilled In the nod* if you end this
sgteettited as epaoli l in this�3 '(1)you MR pay within 30 days all amounts whicth have accrued prior to
the end of this agreement,as ell as all sagas-nravatdng unpaid Dr services received under this agreement;and(II)you may not
use any services ordered as of the effective date of such termination.
L Fen 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'tltaale must pay based on the SWAM you ordered,except for taxes based on Oracle's
income. Fees for services listed hi an Ordering document are asclusive of nu*.You agree that you have not relied on the future
availability of any hardware,grogram or ,het attlitring Iwo the perm*obligations In your ordering docwnent;however.
the preceding sentence does net relieve Oracle crib obligation to provide updates under your ordering document,if-and-when
available.in accordance with Oracle's then cuptant technicalsupport policies.
J. Noodlsclasare
By virtue of this agreement, the parties may We Wass to Cori that is oeefdetttiai to one another("confidential
information"). We each agree to disclose only won that le togideed Orr the.peribrinathet of obligations under this
agreement.Confidential infarmstion shall be limited to the***sad pripiag`anicier°tlxis*peat*anti all information clearly
identified as confidential at the time oil,
A party's easiideudal ioTrmstionahall wet ia�i*hitt(s)is olrturee tAcs*I tt ofthe public domdl ftintdh uo.aCt a
or oml glop albs otiler-pestyt I))was to**Mot parip's bbl possession p W to thy+ fa 'tad hod oe bean abaritted by
the other piety either directly ns'�from the theolosing;patty;(e)Is iniellfilYdimPlied to the Other party bye dew pasty
Witboert rest action oa the dieoloseng or(4)it.ht ispnridt kydevsrapeat by the other patty
We each agree to bold each other's confidential information in confidence for>t perfotofianie Yea=from the dater or
Also,we each agree to disclose confidential infliniesdoit only`to those eaplayees or ageing:who ore required to von* aphis
unauthorized disclosure. Nothing shall prevent abhor patty toot disclosing the twos or pricing eider lidsairtiotioutor Orders
submitted under this egraarent in any legal proceeding heat or isetatowstion whitthis somaintent Or the
confidential inforastion as required by law;provided the aaeoeW patty gives the disclosing petty%r le code*prior.to
disclosing any confidential information of the disclosing pasty to allow the disclosing patty an°ppae.Mtt ty to red[aid —oath*What d"
or other such relief as may be appropriate.
K. Entire Agreement
You agree that this agreement and the information which is thootPothied Into lath inireenitml byanitma Olmitithitli
rdmraays to information co tined in a URL oreadermead polisy),together with dm rile offer,:chat the complete tifitaaoweop
(or the ter**ordered by you,and that this agreement cope ead s all prior or acesmpq eons specattmtit;er nprountadoce,
mitten or oral,totteutholt,seeth tet!vkcs. If OOP*or this*seem*la*wad***invalid or,una oted l ,the nnesisise
Proviebuts will roods effective mid such term shin be mimed web a tern.etosisPitt With the p>*pose'and of this
agreement. It is expressly Wald that the*tuts of ddesegtoothestoud any Oracle Order rifsapleraods the terms ht*orPotchase
order or other non-Oracle downers*owl ao tem**eluded in say snob purchase osdererethe r reared Gale dotrectectithill apply
the services ordered. This itglaratelfi and spplhtai6ieree enjs)may net be Coedited add the rrghte and teetriotlnaw Way not be
ahead or waived eateM in a tubingsigned by atithothed trrpr eaeatativas of raised of Oriclee. Atwood*,required wider ibis
agreement shall be provided to the other party in wilting.
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 US& 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 HE LIMITED TO THE AMOUNT
OF TOE 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 idtl comport lava:and,reptdatic s to arty setvi oes
deliverables provided under this agreement,and you agree to comply with all as theemmelaws and edawiwd
export"and "deemed re-export"regulations). You agree that no data,Ioet,p<g(ans tab mold de fib,
Public Sector TSRA 10011 l.doe—FOR PUBLIC SECTOR USE ONLY Page 3 of 4
Leslie Wilson
E-signed 2014-05-28 02:02PM POT
leslle.wilsoneotacle.com
Contracts Specialist
*••+•W Document Integrity Verified \ - --- '- rEchosign'Nommmen Moto Xa0SUFCXR4t1F20 \
itevinee(or direct p will be eigported.directly or indirectly, in violation of these laws,or will be used for any
! piobibasa by rhece imar including. without limitation, nuclear, chemical, or biological weapons proliferation, or
ihtreortnlintofmi le
N. Other
1. If you have a=with(knot,ot`Nye*with to presidia notteunder the ldtliMPo tttagn+IWO$I t of tat t±greaaaanr,or if
you become to immtvatey.err other fh liar legal,pnao+ ea.y*w Masud salts*antic.ma Ora&
$05 Orals Periamy,Redwood City.Cabittlaa, Omerai toounsel,Legal
2. You may not assign this agreement or give or transfer my 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. Bacept S r.00tiorst lhr llooloalttoot ttc breath of Oriole's proprietary rights.no notion.regarding of Lotus,airing out of or
relating to Ibis Nputemat tantbilsugghttry4ther party more then two years alter the cause oration has accrued.
4. The Vntaetn Ogrmpwtort kifortrooko Tbrmaloil000 Act'done tat'opsy to.dtis itsjosaget or atlas placed taaderft.You
anderstrmd Oracles Mims ptttmeaa.ItentilitIS.aekY dried POSY.Arlin d by YOU to MOM* rOnnthiltil
setvicsa,arc inderatirolt of Oesole and an sot Ossearesageors. oriole is act liable abr.ear bound by'y se**tatty such
1 ,vahss the business gnome:ismudding assn Orate subt cectoronso casaeleast ordatwdneder
this asraemaat,
O. Pere*it*gra
Neither ohm shdtbe responsible ibr Mks.or delryF of itemised bp.ssr satofwaar.body.or sabotage:,ant cited;
tiealrlcal,kronur*Or lrlenommitdderatlea Oa**that is not caused by the obligated petty;gomittunets (inch dtot the
detail or Ott of My export ar otlttr liceaa4,other eras outside the rea mebls ocssr of aerate obliatted pasty We both
se.rau mette.ti8lsats to ttlitigutsMerest eta feaus malaweerma If such*vat costinuas*r°mote than 90 days.either of
os may'*acsl temertbnned services upon webean nothp. Thisa aims does not excuse either pa rte'obligation to take tors to
seas is*Hawks wood d ea sit reeu rtryprooadonator your obliged=to paydar=doss ptMrided..
The effective date of this agreement shall be Mat 28;2014 20
Customer Name: Wild Catellti Orals Armenia,Inc.
AuthA»motited •�it +pt
.:.. sign sad b.r.ratm our a aelq
atme-
Name: Barbara K.rkeeyer Name Leelb Wilson
Title:. Chair Pro-Ten ;Contrails Specialist
Title
Signature Date: JUN 0 2 2014 May 28,2014
Signature Date:
Agreement Name:US-PS-TSSA-272532
Public Sector TSRA 1001 I I.doc—FOR PUBLIC SECTOR USE ONLY Page 4 of 4
Leslie Wilson
E-started 2014-05.20 02:02PM PDT
lesge.wilso4oracle.com
Contracts Specialist
Document Integrity Verified r arraign rmoroon ra eer xooti xnt Far' +� frii,.
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