ORACLE SERVICES AGREEMENT? yjj ?
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ORACLE'
ORACLE SER?'tCES AGREEMENT
OSA Reference Number: X15-??5b65-OSAy?S-ACT-008
A. Agt•eemerr# Dctinitinns
.,You'" artd '`}?arrr" raters to Cit}? of Clear•r4?ater, l~Ir?rid?i, the indir1id?ral ar entity that has executed this agr•et~mir?t and ordered
scrviCes from Oracle USA, It?c, (,`Oracle"}, Oracle ??°ill provide serrices to you under this agreement and an ordering
clocurrtertt (hat yc?u and Qrac(e sign. 'f Ite term "services" refers tc? teef??lical scrpport, cducatior?, hastedlautsaurcir?g se?ic:es,
ca?sultirtg or other scrvicc5 rvlticl? you ha??c prdered.
?. Tert?? of Agreement
Yc?u may place orders trnclar this agreement beginning nn October 15, X008, (``effective date"? and for three 43} years
tlYereaf?ec•.
C. Rights Granted
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[Jport pa}?rttent for services you have the non-exclusive, r? ,r?as?i?li?lale, royalty free, perpetualy liritited right to use far your
,r•
internal business operations, anything developed by Oracle .and .deljvcr•ed to yotr tutder this agreement; hc?rvever, c?r:r?ain
deliverables trr?ty be subject to additional license tams prc?vidcd ?in the ordering document. You may allow your agents and
canir?actors ?irtcluding, ?vitltout limitation, c?utsourcers? to use the dcliveral?les far this pErrpose and yact are respc7nsiblc t•ar their
cornpliar??:e v?ritl? this agreement in such use. l"ttr artytl?ir?g developed or delivered under ibis agreement that is specifically
dcsigaled to allorr? your ctastomers and suppliers to ir7teract with you in the furtherar3ce of'your? internal business operations, such
use is allorr?ed ?rrzder this agrectj?erZt.
D. Owrtersltip anri Restrickians
Ot•aclc retains orvrtership acrd aIi intellectual property rights to ari}1?hi?ng dtrvclaped or deliv?re?I under' tllis agreement, The
services provided under this agrccmet?t may be related tt? your lit:ertsc to use programs or?led ar distributed by Oracle rr?ltich
you acquire under a separate order. Tl?c agreet?tent referenced in t}lot ord?:r shall govern your use at"such programs.
E. ?art?antres, Disclaimers axtd Exclusive Remedies
Orac[c tir?arrants that services will be provided itl a profcssiona! manner cor;sistent ?fitlt ir7dustry standards. Yost must nt?tify
Oracle ol+ail?° ?varranry dehcier?cies within ?}? days frarn performa?ace oftlte defective services.
FUR ANY BREACH OF THE WARRANTY, YC?[IR E?;CLUSIVE REI??EDY ANA t?I?ACLE'S ENTITLE
LIABILITY SMALL BE THE RE-I'ERFORI?IANCE OF THE DEFICIENT SERVICES OR, IF ORACLE
CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YpU
MAY ENi? THE RELEVANT SERVICES AND RECOVER THE FEES PAID T{? ORACLE I? t?R THE
DEFICIENT SERVICES,
TO THE EXTENT PERMITTED BY LA'4V, THIS WARRANTY IS EXCLUSIVE AND THEME ARE Nib OTHER
EXQRESS OR INII3LIED UVARB,ANTIES CIR CONDITIQNS, CNCLUI?INC 'WARRANTIES OR CONDITIONS
4F MERCI?AN'CABILITY AND FITNESS FCiR A I'A;?tTICtlLAR PI?RPDSE.
f . Indctttnit?catian
(f' a third pare makes a claim agai€?st either you or Oracle ?"recipient", rr?l?iclt ma?? refer to you ar Or?aclc depending u?c?r?
w#?ich party t•eceived the Material} that any irrtormatittn, design, specification, it?structiarr, saf?rrare, data, or m?atcrial
?"Material"? furnished by either you r?r Oracla ?"Prc?vidcr'", rvhicl? may refer to you ctr? Grade depc€tding apart r?hicl? party°
provided tl7c Material} and used by the recipient irtfrirtgcs its ir?tcllectual prope?? c?igfYts, the I?rovider , at its stile cost and
expense, will defend the R.ecipiettt against the claim and indemnify the recipient froct? the damages, liabilities, casts a?td
chpcrtses area-riled by tl?e carart to the third party claiming i??frir?ger-?7ent or tlzc settlement agreed to by the Provider, if tl7e
recipient does tl7c falla?viftg:
?SS? l Page l of 4 Oracle Initial
rtotihcs the Pray-idc?r pramptl?• in ?i?r•iting, not later than 3f3 days after thr; recipient rc;cei?•es r?utice of`tl?e ciairn (or s??c?ner if
reyuirecf by la??•}:
gives ttte f'rnvider sale control of the defense and an}? settlement negcatiatians; and
• dives the PE•ncfider• the infon-natian, arrthr?rity, and assistance the Pc•cavider needs to defend against ar settle tl?e claim.
if the L'c•ovider befieve$ or it is detem?ined that a,ny of tl?e I?iaterial nay have violated a third paE•ty's intellectual property rights,
tl?e I'ravEder may choose to cEther rr7odify dle Material tt? be non?infrEngEng ?«?hrle substantially preser•??ir?g its utility ar
functionalit}?} or abtairt a license to allow far ca?7tir?r,red use, ar if' these alternatives are tzar commercially reasar?able, tl?e
Provider may end the license fc?r, and requr`re retuc-n of, the applicaE?le Material and refund any tees the Recipient may have paid
fbr it. If you are the larovi?ler and such return rrraterially af€ects C]caCle's ability to meet its obligatiatls under the relevant ardor,
tf?en Oracle rna}r, at its option ar?d upon 3? days priar• written native, terminate the or•tier•. `t'he Provides will not indemnify the
t?ecipiet?t if the Recipierrt alters the Material car uses it autst?r~ tl?c s?op? cif use ideE?ti??ed in tl?e order r?r i?'t?Ee I?ccipiertt aces a
version at` the Matcr•ial ???hich has been supcrscded, iF the infrir?gemcrlt clairr? could lave been avoided by usirjg ar3 unaltered
current versror? of the Material wl,icl? was provtded to the Rectpicr?t. Tire Provider ti?`?ll riot ir?den1r?ify tl?e Reciprent to the extent
that are inti•ingcrnr~ttt ciaint is based npor? any infarmatiorr, design, specih?:ation, iE7structian, sat???`are, data, or ri?atet•ial not
furnished fey tl?e Provider. Or?ECIe tit?ill not indemnify you to the extent that an infringement claim is based upt?n the
cambinativn of Materia! with any products ar services nat provided by Or?icfe. This sec#iott provides the parties'
ercclusir?c remedy far arry infringement cfalms or damages.
G• End a?'Agrce?r?ent:
if either of us breaches a n?atet•ial term off' this agreer??er?t and- •tails to correct tl?e breach within 3? days of written
specification af' the breach, then tl?c br•caching party is in' default end the` non-breaching parity tnay terminate tl?e affected
services under tl?e E•elevar?t order, if Oracle ends services as specified in the preceding sentence ar under the
[ndeEnnificatian scctian, you ,nest pay tvithin 3? days all amounts ???hich have accrued priar to such end, as ti?fell as rill sums
r•emair?ing unpaid faE~ services received under this agreement plus rc;latcd taxes ar?d txpeE?ses. except for nonpayment of
fees, tl?e nanybreacl?ing parry may agree in its sole discretion to extend the 3a day period far sa long as the breaching party
a?r?tinr?es reasonable e?'orts to cure tl?e l?reacl?• You agree that if'yau have used an Oracle Fir?ar?cing Divisiat? contract to
pay for the fees due under an ardor and yQU ar•e ire default under that coE?tract, you may not use the set•?1ic;es that are subject
to such cat?tract• L'ra??isiotts that st?r?rive termination ar expiration are those relating to limitation of liability, infi•ingeErtertt
ir?dcrrrr?ity, payment, arrd athcrs which by their nature are intended to sur?rive,
I-I. ?`ees, Taxes, expenses
Ali fees payable to Oracle are due ?vithirt 34 days from the invnice dote. You agree to pay any sales, value?added, or other
similar taxes ir??posed by applicalale fats` tlaat Oracle must pay based orl the services you ordered, except far taxes based on
Oracle's income. Also, you will reirrrbttrse Oracle for rcasanable expenses related to pr•c?vi?ii`rrg the services, Lees for
services listed in an ordering document are exclusive af'ta?es and ?xpcnses.
I. l?+'ondlsc[osure
By virtue at' this agreement, the parties tnay have access to inforn?ation that is car?fidential to ore another {"cantidential
infarmatiort"). ?Ve each agree to dis?;lose only irtforr??atian that is required far perfarmartce a#` obligations under this
agreement. Confidential infarmatian shall be lirt?ited to the terms and pricing ?trtder this agreement and all information
clearly identified as confidential at the time of`disclasut•e.
A party's confidential irtfarmatian shall tyat include information that: (a) is nr becamcs a part afthe public domAilx through
Ego ac;t or amissic?E? af'tlie other party; ?b? u?as in the other party`s fa?vf•uC possession priar to the disclas?tre and lead trot been
obtained ley tl?e other party either directly or indirectly fror?? rite discfo5ir?g party; (c? is lawful#y disclosed to tl?e otl?cr party
by a third Marty 4?rithaut restrictiarr an the disclostrrr~; ar td) is independently developed by the other party.
?h'e cac;l? agree to bald c?ac;h other's canf'idential information in canfidcncc for a period of three }rears Pram the date af'
disclosure. Also, t?•e each agree to disclose cvr?fide?ttial ir?f`arrnatiar? only to those employees ar• agents tvl?o are required to
protect it aguir?st unauthnri?ed disclasur-e. Natl?ing shall prevent citheE- party Pram disclosing tl?e ter€?s ar• pc•ic:ing under this
agreer?nent o:• orders sul?t?xittcd under this agrcemet?t in any Lego! procccding arising fc•c?r?? or ire cat?r?ection t«th this
agreen?ent or disclosing the cr?r?fidential information to a fec?erai or state gover•nn?ental entity as required by? lay<<.
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J. Entire Agt?e?tt?et?t
You ?tgrcc that this agreecrtent acid tl?e ir?for•matiar? 14°?ticl? is incorporated ir?ta this agreer??errt l?}? tvritccn refercrrce ?ir?cludirrg
reference to ittl'nr•matiort contained in a UI?? or' r•ef'ercrrced palic}??, together ???ith the applicable ordering document, arc the
complete agreement f?r• ser??ices ordered bye }lou, ac?ci?'that this agreement supersedes all prior or canter?7 raneous
agreements car representations, ?tFrittcn ar oral. rcgarcling suc1? ser•vic:es. 1F any term of`this a reemcnt i? t` and t ? irt?iali
? a ob d
car uner?forceablc, the remau?crtg prnv?i5it?ns ?`•ill remain effccti?re ar?d such term shall be replaced t?fitlt a term consistent «•itl?
the purpose and intent nt this agreement, It is expressly agreed that the terns of this agreement ar?d any Orar:le arderirrg
docur?ertt shall supersede the terns in any purchase order ar atlrer rtor?-Oracle dacurnet?t and nu terms included in ar?y suci?
purchase nrdcr ot• oths:r• norr-Oracle dacumctrt shat l apply to tl?e services. This agreement artd ordering dacurrrcnts rlla}? riot
lice modified and the rights 4tnd re,5tr•ictions may not k?e altered ar ??laived except in a writing signed by atrthar`i?ed
represcntati?res ofyou and Draile, Any notice required under this agreement shall be pravide? to the other part}? in writing,
[?. Lin?i#a#iun oI' Liability
NEITHER PARTY SHALL DE LIABLE FAR ANY II?IDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
COIVSE(?UEi?T[AL DAMAGES, OR ANY Ir,OSS ?>+ PROF[TS, REVENUE, DATA, ?R DATA USE. ORACLE'S
MAX[MUII? L[A?[LITY FQR AIMIY I)AINACES A[?[5[NG Ul3T QF Qa RELATED T? THIS AGREEi?tEI?1T OR
Yt?UR GRDER, WHETHER [N C?INTRACT, t?R Tt?RT, UB. aT?IE[iV?ISE, SHALL BE LIII?IITEp TO TIME
AM?tJNT QF FEES YQU PAID ?ItACLE UNDER T?I[S AGREEMENT, AND [F SUCH IIAMAGES RESULT
FROM YOUR U5E OF SERVICES, SUCI•I LIAD[LITY SHALL BE LIM[TED TC? TI-[E FEES YOU PA[[?
ORACLE FOR TIDE DEFICIENT SE?V[CE5 G[1?ING RISE T? TIDE L[A13IL1TY.
L. Export
Export laws acid regulations of tl?e Ur?itcd Stakes ar?d any other rele??ant lt?cal export laws and regttlatiails appl}r to ser?iccs
deliverables, You agree that such export control lat??s got?errr your use of services deli??erables {including technical data}
and }rau agree to comply ?Fith all such export laws and regulations including `'deemed export" and '`deemed re-cxpor•t?`
regulations, You agree that no data, informrttion, program andlor• materials resulting from ssrvices for direct product
ther•eof? lc?ill be expt?r•tcd, directly nr indirectly, in ?riolation o!' these laws, or ?w•ill be used for ar?y purpose prohibited by
tl}ese la???s including, 4?•ititout limitatiar7, «uclear, checrrical, nr bi?lagical tveaparis prolifi?ratior?, or development of missile
tech«ology,
. ?? ?, ,
I1??, Otl?cr
1. Oracle is an independent contractor and ?4?e agree that no partElership, joint venture, or agency r•eIatiortsl?ip
exists bctween us. Vie c:aclt will be responsible for paying our o4??n employees, including employment related
takes ar?d ir?surar?ce.
2, if while I?erl'orming services Oracle requires access to other vendors' products that are pare of your s}stem,
you ti?rill be responsible far acquiring all such products and the appropriate license rights necessary I'nr Oracle
to access such products on your Eael?al f'.
3. This agreement is go?'errjed by the substantive rrnd pre?ccdural laws of the skate of ?alif'ornia ar?d you and,
Oracle agree to suhrzlit to the exclusive jurisdiction of, ar?d ver3ue in, tl?e courts in San )~rancisco, Svc Mateo,
ar Santa Clara counties icz California in any dispute arising out of ar reiatir?g to this agreerr?ent,
?• ll~ you have a dispute with Oracle or if you wish to pro?ride a notice under the Ir?demr?iheation sec?tian of tl?ris
agreement, or if you become subject to insolvency or other legal proceedings, you ???ill promptly send ?r??•itter?
notice to. Orac;lc USA, inc., 191 Oracle ??Vay, l?estor?, 'LJA ?Q19? w Atter?tiarr. General Counsel, legal
Department.
S. You may not assign this agreement ar glue ar transfer any services deli?rerables ar an interest in them to
another individual or entity. Ifyou grac?t a security interest in any services deliverables, the secured party has
na right to use ar transfer those deli?rerables ar?rd if yrau decide to ?r?ance your acquisition al'tlte service,, ynu
will I'olla??f Oracle's policies regarding t<rxar?cirrg ??}ltir;l? are at http:(laracle,con?lcor?tr•acts.
?. l;xcept for actions f`or• nonpayment or >Jrerrcl? od' Oracle's proprietary rights, i?o action, regardless of farce,
arising nut of? ar relating to this agreement may be br•oug#?t by citl?er party more than two }lea.rs otter tl?e cause
ofactiott has accr?red.
(S?3 I Page 3 ??l'? Or•acfe Initial
N. 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, internet, or telecommunication outage that is not caused by the obligated party; government restrictions
(including the denial or cancellation of any export or other license); or 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 parry's obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay
for services provided.
Signed by City of Clearwa , Florida.
Authorized Signature
Name: Wil 1 Tam Tt Horne IT
Title:
ATTEST:
!r /g
Cynth a . Goud y erk /
AX.OP riff /4,.
4.
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Approved as t
eslie K. Zou-ga - ides
Assistant City A nay
Signed by Oracle:
Authorized Signature:
Name:
Title; Manager, Consulting Contracts
65531 Page 4 of 4 Oracle Initial