ORACLE SERVICES AGREEMENT (2)C��?ACLEs
ORACI,E SERViC� S AGREEMENT
OSA Reference Number: US-22�665-OSA-25-OCT-2011
A. tlgreement De�nitions
"You" and "y<�ur" refers ta City of Clearwa[er, Florida, that has executed this agreement and ordered services from
Ch�aele America, Inc:. ("Oraele"). Oracle wiil prc�vide services to yau under this agreement and an ordering dorument that
you and Oracle sign. The term "serviczs" refers to technical suppoR, education, hosted/ouisourCina serviCes, c�nsWiing or
other services which you have ordered.
B. 'ierm of Agreement
You may place orders under this agreement beginning on October 25, 201 1("eff�ctive date") and for three (.3j years
thereafter.
C. Rights Granted
Upon payment for services you have the non-exclusive, non-assignable, royalty free, perpetual, limited ri�ht to use fur your
internal business operations, anything developed by Oracle and delivered to you under this agreement; however, certain
deliverables may be subject to additicmal license terms provided in the ordering document. You may ailow your agents and
contracti�rs (includin�, without limitation, outsourcers) to use the deliverables far this purpose and you are responsible for their
complianc:e with this a��reement in such use. For anyching develc>ped or delivered under this agreemznt that is spec;ifically
designed to allow your customers and suppliers to interact with you in the furiherance of your internal business operations, such
u.se is allowed under this agreement.
D. Ownership and Restrictions
O�acie retairts ali ownership and imellecivai property rights to anything develvped or delivered under this agreement. The
services provided under this ap-eement may be related to yc3ar iicense to use programs owned or distcibuted by'Oracle which
you acquire under a separate order. Thc agreement referenced in that order shali govern your use of such pr�grams.
E. Warranties, D'esclaEmers and Exclasive Remedies
Oracfe warrants that services will be provided in a prt�fessional manner cnnsistent with industry standards. You must n<>tify
(�-acle. of any warranty deficiencies within ninety (:y0) days frc�m performance of the deticient services.
FOR ANY SREACH OF TI-� WARRANTY, YOtiR EXCLUSIVE REMEDY AiVD ORACLE'S Eti�'IRE
LIaBILITY SHALL BE THE RF-PERFORMANCE OF THE DEFICIENT SERVICES, OR, IF ORACLE
CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANi'dER, YOU
!�iAY E1VD THE RELEVANT SERVICES AND RECOVER THE FF.ES YOU PAID TO ORACLE FOR THE
DEFiCIENT SERVICES.
TO THE EXTENT VOT PROHIBITED BY LAW, TH3S WARRANTY iS EXCLUSIVE �ND THERE ARE NO
OTHER EYPRESS OR IMPLIED WARRANTIES OR CONDITI�NS, INCLUDING WARRANTIES OR
CONDITIONS OF MERCHANTABILITY A;VD FITNESS FOR A P,�,RTTCtiLAI2 PURPOSE.
F. Indenmification
If a third party makes a el�iim a�ain�t either you or Oracle (`RecipienP', which may refer tc� you or Oracle de}�encfing upon
which party receiv�d the Materiai) that any informatian, d�sign, spe�ification, instruction, software, data, or material
("Material°`) Furnished by either you or Oracle {"Provider", whi<:h may refer to yo�i or Oracle depertding upon which party
provided the Ntaterial} and usc�cl by the Recipient infringes it�s intellectt�al prope�ty righ�ti, the Provider. at its soie cost and
expense, wilf ciefend the Recipient a�ainst the claim and indemnify the Recipient from the damages, fiabilities, costs and
expenses awarded by the court to the third party claiming infringement c�r the settiement agreed to by the I'ro�ider, if the
Recipient doe� the Following:
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• notities the Pravider pmmptly in writing, r►ot later than thirty (30} days after t3�e Recipient ree:eiv� notice of the ctaim
(or sooner if required by law);
• gives the Provider u�1e conirol of the defense and any settlement negatiatians; and
• gives the Prcrvider the infarmation, authority, and assistanc.e the Provider needs to de#end a�ainsi or settle the cla':m.
If the Prc�r•ider believes or it is determined that any of the Material muy have vic>lated a third party's intellectuat property riahcs,
the Prc�vider may choose to cither modify the Material tc> be ncm-infringing (while substantially preser�ing its utility or
functior►a(ity) ar c�btain a license to atlow for continued use, or if these alternatives are not commercially reasonable, the
Provider may end the iicense far, and require return af, the applicab4e i�laterial and refund any Fees the F�ecipient may have paid
to ihe other party for it. If you are the Provider and such return materially affeits Oracle's ability to meet i�s c�bGgati<>ns under
the retevant order, then Oracie may, at its option and upon thirty (30) days prior written notice, terminate the order. The Pr�vider
wiO nc�t indemnify the Recipient if the Recipient atters fhe Material or uses it outside the scope of use identified in the order or if
the Recipient uses a version of the Muterial which has been superseded, if the inFringement claim could have been avoided by
using an unaltered current version of the Materiai which was provided to the Rec:ipient. The Provider wiq not indemnify the
Rec7pient tc� the extent that an infringement claim is based upon any information, design, speciFicaiian, instruetion, software.
data, or material not furnished by the Provider. Oracle wiU nt�t indemnify you to the extent that an infringement claim is
based upon the com�iination of Materiai with any products or services not provided by Oraele. Oracle will not indemnify
you for any infringement claim that is based on: (1) a patent that you wete made aware of prior to the effective date of this
agreemEnt (porsuant ta a claitn, demand, or notice): or (Z) your actions prior to the effective date of this agreement. This
section provides the parties' exctusive remedy for any infringement clairns or daroages.
G. End of Agreement
If either of us breaches a material term of this agreement and faiis to correct the breaeh within thirty (30} days of written
specification of the breach, then the breaching party is in default and the non-breaching par#y may terminate the affe�ted
servites under the relevant order. If Oracle ends services as specified in the preceding sentence or under the
Indemnification section, yon must pay wiihin thiriy (30j days all amounts which have accrued prior to such end, as wefl as
all surns remaining unpaid for services received under this agreement plus related tuxes and expenses. Except for
nonpayment of fees, tfie non-breaching parfy may agree in its sole dzscrefion io eztend tlie thirty f 30} day period fc�r so Iong
as the breaching party c�ntinues reasonable efforts to cure the breach. You agree ihat if you have used an Oracle Financing
Division contract to pay for the fees due under an order and yon are in defaul[ under ihai contract, you may not use the
services that are subject ta sueh contract. Provisions ihat survive termination c�r expiration are those relating to limitation of
iiabitity, infringement indemnity, payment, and others which by their nature are intended to survive.
H. Fees, Taxes, Expenses
All fees payable to Oracle are due within thirty (30) days from the invvire date. Yon agree to pay any sales, value-udded,
or �ther similar taxes imposed by applicable taw that Oracle must pay based on the ser�ices you ordered, except for taxes
based an Orac}e's incc�me. A}so, you will reimburse Oracle for reasonable expenses related ta providing the services. Fees
for services fisted in an ordering document are exclusive c>f t�uces and expenses.
I. Nondisclosure
By vira�e of this agreement, the parties may have aeeess to infc�rmation that is ec>nfidential to one another ("contidential
information"). We each agree to disclose only information that is required for performance of obli;ations under this
agreement. Contidential informution shall be limiied to the terms and pricing under this agresment and al.l informatic>n
clearly identitied as confidential at the time of disclosure.
A party's confidential inforrnation shall n�t include information th�t: (�) is or becomes a part oF the publie domain through
no act or omission of the other party; (b} was 'rn the other party's lawful possession priar to the disclosure and had not been
obtained by the other party either directly or indirectly from the disclosing party; (c) is iawfufly disclosed to the other party
by a third party without restriction on the disclosure; or (dj is independendy develc.�ped by the other p�rty.
��'e earh agree to hold each other's cant�dentiat informatie�n in confiidence ti>r a pe3•iod of three years from the date of
diseic,sure. Also, we each agre.e to disclose contidantial information only to thc�se employees or agents who are required to
protect it a�ainst nnauthorized disclosure. Nothina shali prevent either pany from disclosing the terms or pri�ing under this
a�reement c�r orders sub�nitted under this agreement in any legai �rc�eeding arising from or in eonnectic�n ��ith this
a=reernent or discic�sing the �onfidential infc.�rmation to a federal or ,tate ��overnmentai entity as rec�uired b� iaw.
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J. Entire Agreement
You agree that this agreement and the information which is irx:orporated into this a`reement by u�ritten refereace (inclnding
refere�e to information �ontained in a URL ur referenced pc�licy), together with the applicable orderin� document, are the
comptete agreement fc�r services ordered by you, and that this a�*reemeni supersedes all prior or contemporaneous
agreements or represe�tatic�ns, written or orai, regarding surh services. If any term of this agreement is found to b� invalid
or unenfarceabie, the. remaining provisic�ns wiil remain effective and such kerm shali be replaced with a term consistent with
the purpose and intent of this aareement. It is expressly agreed that the terms of this agreement and any �racie ordering
document shall supersede the terms in any purchase order or c�ther nc>n-Oracle dcxument and no terrr►s inclexled in any such
p�rchase order or other non-Oracle document shall apply to the services. 1'his agreement and ordering documents may not
be modiTied and the rights and restrictions may not be altered or waived except in a writing signed by authorized
representatives of you and Oracle. Any notice required under this agreement shail be provided to the other party in writing.
K. Limitation uf Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUEN'CIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. �RACLE'S
MAXIMUM LIABILITY FOR ANY DAib1AGES ARISING OUT OF OR RELATED 'i0 THi5 AGREEi�iENT OR
YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE
AM�UNT OF FEES XOU PAID ORACLE UNDER THIS AGREEMENT, AND IF SUCN DAMAGES RESULT
FROM YOUR USE OF SERVICES, SUCH LTABILITY SHALT, BE LIMITED TO THE FEES YOU PALD
ORACLE FOR TIiE DEFICIENT SERVICES GIVING RISE TQ THE LIABILITY.
L. Exgart
Export laws and regulatic�ns of the United States and any other relevant foeal expori laws and regulatic�ns apply to the
programs and hardware (including any integrated software and operating system(s)). You agree that such export ]aws
govern your use of the programs (including technical data)> hardware (inciuding any integrated software and operating
s}�stem(s}) and any services deliverabl�s provid�d under ihis agreement, and you agree to comply with ali such export laws
and reguiations f�ncludin� "deemed export-' and ' deemed re-export" regulations). You agree that no data> inftirmaticin,
program, hardware {including any intea*rated software and operating system(s}) and/or materials resufting from services (or
direct product thereo� wili be expor[ed, directly vr indirectly, in violation of these laws, or will be used for any purpose
prahibited by these laws including, without limitation, nuclear, chemical, or biological weapc�ns pro(iferation, or
development of. missile technotogy. You shall include the foilowing notice i�n packi�rg iists, cc>mmercial invoices, shippin�
documents and other documenu involved in the transfer, export or re-export �f the programs and hardware (inctuding any
integrated software and operating system{s)): `The�se cammodities, technology, software, or hardware were exported in
accord�nce wxth U.S. Export Administration Re�*ulations. Diversion i;cintrary to U.S. 1aw is prohibited.'
?�i. Other
!. Orac}e is an independent contractor and we a�ree that no partnership, jt�int venture, or agency reiatitmship
exists betweeo us. We each will be responsib(e fi�r paying our own empl�yees, including employrnent refated
taxes and insurarx;e.
2. If u-hile performing services Oracle requires access to c�ther vendors' products that are part of your system,
you wil3 be responslble for acquiring a{I such products and the appropriate iicense rights necessary t��r Oracle
[o access such products on your behalf.
3. This agreement is governed by the substantive and procedural laws of the State c�f California and you and
Oracle agree to submii to the exclusive jurisdiction of, and venue in, the courts in San Franiisco or Santa
Clara counties in Caliti�rnia in any dispute arising out of or relatin� to this a�reement. •
4. lf you have a dispute with Oracle or if you wish to provide a notice under the Indemnitication section of this
a��'eement, or if you become subject to insol��ency or other similar le�ai proceedings, you witl pramptly send
wt•itten notice to: Uracle America, Inc., St� Orscle Parkway, Redwood Shc�res, California, �(?FiS, Attention:
Ueneral Counsei, I,ega1 Department.
5_ You may not assign this agreement or give or transfer any services deliverables or an interest in them tc>
another indvidual or entity. If you <,rant a seeurity interest in any services d�liverables, the secured party has
no ri�ht to use or transfer those defiverable� and if you decide to tinance y<�ur arquisition of the services, you
wiki 1o!)c�w Oracle's policies regardin= tinancing whi�h are at
http://w�ww_oraele.com/us/products/tinancing/le�ral-po] icies-068609.html.
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6. Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form,
arising out of or relaring to this agreement may be brought by either party mare than two years after the cause
of action has accrued_
N. Force?tiajenre
Neither of us shall be responsible for failwe or delay of performance if caused by: an act of war, hostili .ty, or sabotage; act
of God; pandemic; elecU-ical, intemet, or telecomtnunication outage that is not caused by the obligated party; governmeni
restrictions (includin�; the deniat or cancellation of any export or other license); or other event outside tha reasonable
control of the obligated party. R%e both will use reasonable efforts to mitigate the effect af a force majeure event. If such
event continues for more than ninety (90) days, either of us may cancel unperformed services upon written notice. This
section does not excusc either party's obligation to take reasonabte steps to follow its normal disaster recovery procedures
or your obligation to pay for services provided.
Signed by City of Clearwa#er, Florida:
Authorized Signatur�Ei�S� �- �r ddd��
Name: William B. Home Ii
T9tle: City Mana¢er
Uate: /�. 0 %. ZO!/
Attest:
k� t?�L��t �i �� ,��
Rosemarie Cali
City Glerk
Approved as to form:
���
Leslie Doa a - ides
Assistant Cit,y ttorney
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Signed by Oraele America, Inc.:
Autharized Sign ur •_ -
Name: LaTronza Dean
Title: Contract Mana�er
Date: �� .t5 , � � �
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