ORDERING DOCUMENT
ORACLE-
ORDERING DOCUMENT
City of Clearwater
100 S Myrtle Ave (yd Floor)
Clearwater
FL 33756
Oracle USA, Inc.
1001 Sunset Blvd.,
Rocklin
CA 95765
ORACLE CONTRACT INFORMATION
Agreement: Software License and Services Agreement Number: SLSA-225665-01-0CT -1995
Ordering Document Number: US-225665-0D-ll-SEP-2007
This ordering document incorporates by reference the terms of the agreement specified above and all amendments thereto
(the "agreement"). As used in this ordering document, "you" or "your" shall refer to the customer as defined in the
agreement.
A. SERVICES
You have ordered the services listed below in the table and detailed in the attached exhibit(s), which are incorporated
herein by reference.
All fees on this ordering document are in US dollars.
Services Reference Fees*
Time and Materials Services Exhibit 1- TME-300203433 $19,170.00
Total Fees $19,170.00
Estimated Expenses $3.400.00
Total Fundin!! $22,570.00
*Expenses are in accordance with the referenced exhibit(s).
All fees payable to Oracle are due within 30 days from the invoice date. Invoices for each service will be provided
separately. Fees for any time and materials engagements listed above are estimated fees, as detailed in the referenced time
and material services exhibit(s).
B. ADDITIONAL TERMS
1. Segmentation. You acknowledge that the services acquired hereunder were bid by Oracle separately from any
Oracle program licenses. You understand that you have the right to acquire services without acquiring any Oracle
program licenses, and that you have the right to acquire the services and any Oracle program licenses separately.
2. Contact Information.
32819 - Pro! N8
6
Page 1 of5
Oracle Contracts Mana er:
...~~~.:.........._..j...~2~~..~...~~~~!~.~.Y.........................................................................
Address: ! 1001 Sunset Blvd. MS 2045
I
:~~f.~9.~~~::::::::~~::l~f.~}IJ:~~;I~:l:~~:=~~::~::::::::::~::::::::::::::~::::::::~:::~:::~::::~~:~..
Fax: 1916.315.4666
...E~~fC.............1...~;;b~rt:;h~~ti~............~;~~i~.:.~~~...................................
Your Hillin /Accounts Pa able Contact:
...~.~~:....................LQ~~..M~X.~.r....._..........................a.............................................................
Address: 1100 S Myrtle Ave, (3' floor)
! Clearwater FL 33756
...--...-..-.....-........-......4................-..................................................................................................................
..~.!!2~~.:..................L?_~.?:~.2.?:~.?.2..?._.._..............................-...............................................
Fax: 1 727.562.4696
--.....................................t....................-......................-...-..................................................................................
Email: IDan.maermclearwater.com
3. Order of Precedence. In the event of any inconsistencies between (i) the agreement and this ordering
document, this ordering document shall take precedence, and (ii) this ordering document (excluding exhibits)
and any attached exhibits, the exhibits shall take precedence.
4, Change Control Process. Any request for any change in services must be in writing; this includes
requests for changes in project plans, scope, specifications, schedule, designs, requirements, service
deliverables, software environment or any other aspect of your order. Oracle shall not be obligated to perform
tasks related to changes in time, scope, cost, or contractual obligations until you and Oracle agree in writing to
the proposed change in an amendment to this ordering document and/or applicable exhibit(s).
5. Force Maieure. 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 party's obligation to take
reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for services
provided.
6. Export. Export laws and regulations of the United States and any other relevant local export laws and
regulations apply to services deliverables. You agree that such export control laws govern your use of services
deliverables (including technical data) and you agree to comply with all export laws and regulations (including
"deemed export" and "deemed re-export" regulations). You agree that no data, information, program and/or
materials resulting from 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.
7. RelationshioBetween Parties. Oracle is an independent contractor and we agree that no partnership,
joint venture, or agency relationship exists between us. We each will be responsible for paying our own
employees, including employment related taxes and insurance. If while performing services Oracle requires
access to other vendor's products that are part of your system, you will be responsible for acquiring all such
products and the appropriate license rights necessary for Oracle to access such products on your behalf.
8. Rights Granted. Upon payment for services you will have a perpetual, non-exclusive, non-assignable,
royalty free license to use for your internal business operations, anything developed by Oracle and delivered to you
under this ordering document. You may allow your agents and contractors to use the deliverables for such purpose
and you are responsible for their compliance with this ordering document. Oracle retains ownership and all
intellectual property rights to anything developed or delivered under this ordering document.
32819 - Prot N8
(;
Page 2 of5
. '
Oracle normally processes your order after receipt of a purchase order. If you are unable to iss ue a purchase order
for the services ordered hereto for an amount up to the total fees specified in Section A above, please check the
appropriate box below:
D City of Clearwater does not issue purchase orders.
D City of Clearwater does not require a purchase order for the services ordered hereto.
The information provided above is accurate and complies with your business practices in making this purchase, including
obtaining all necessary approvals to release the funds for this purchase. The signature below affirms your commitment to
pay for the services ordered in accordance with the terms of this ordering document.
This quote is valid through November 30, 2007and shall become binding upon execution by you and acceptance by
Oracle.
City of Clearwater
Authorized Signature:~tI2;. .A.tt--~ ~-:::o::
Oracle USA, Inc.
/J
(? L- e::;
Authorized Signature:
Name: William B. Home II
Name:
ROPP.'I\'.T cr.
Sn. CON'I':i:t...C....2 ~'-,:.;,','" ,::.
Title: City Manager
Title:
Signature Date:
/0/1$'/07
, .
Signature Date:
7,~..,~4~ ,c-1
Approved as to form: Attest:
f'~~2:~$-) ~
.w Cynt a . Goudeau
Assistant City A orney V City Clerk
...--...-.-
Ordering Document Effective Date: September 11,2007
32819 - Prot N8
Page 3 of 5
, .
ORACLE"
TIME AND MATERIALS EXHIBIT
ORACLE CONTRACT INFORMATION
Customer Name:
Ordering Document Number:
Exhibit Number:
City of Clearwater
US-225665-0D-ll-SEP-2007
Exhibit 1- TME-300203433
This exhibit incorporates by reference the terms of the ordering document specified above.
1. Description of Services. Oracle will assist you with the following services: workshops for the City of
Clearwater's Water Department ("the City") in relation to their utilization of the Oracle Utilities Work and Asset
Management application (the "Application" (formerly known as Synergen). The workshops will consist of two (2)
on-site weeks focusing on the department's use of the Application. The information collected during such workshops
on the current use of the Application will be evaluated and adjustments will be made to the configuration of the
application as requested by the City Oracle will also propose alterations the City's business practices where
appappropriate to enable the City to exploit the Application features.
2. Your Obligations and Proiect Assumptions. You acknowledge that your timely provision of and access to office
accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from your
officers, agents, and employees, and suitably configured computer products (collectively, "cooperation") are essential to
the performance of any services as set forth in this exhibit. Oracle will not be responsible for any deficiency in performing
services if such deficiency results from your failure to provide full cooperation. You are responsible for obtaining any
consents required for Oracle to perform services under this exhibit, and to allow Oracle to post, at any site at which
services are performed, any documents necessary for Oracle to provide services in compliance with the law.
You acknowledge that Oracle's ability to perform the services and any estimate related depends upon the following
project assumptions and your fulfillment of the following obligations:
A. Your Obligations
. Maintain the properly configured hardware/operating system platform to support the services.
. Obtain licenses under separate contract for any necessary Oracle programs before the commencement of services.
. Maintain annual technical support for the Oracle programs under separate contract throughout the term of the
services.
. Provide Oracle with full access to the relevant functional, technical and business resources with adequate skills
and knowledge to support the performance of services.
. Scheduling the appropriate Public Utilities Water Department individuals for the assessment interviews.
. Participation in the assessment planning and interviews.
. Participation in the workshop finding and proposals discussion.
. Participation in the post workshop discussion.
B. Proiect Assumptions
. Services will be provided at your Clearwater FL location.
f6
32819 - Prot N8
Page 4 of 5
,. Jr.
3. Rates, Estimated Fees and Expenses. The services specified above are provided on a time and materials ("T&M")
basis; that is, you shall pay Oracle for all of the time spent performing such services, plus materials, taxes and
expenses.
For a period of one year from the effective date of the ordering document, the services described above will be
provided at the rates set forth in the table below.
Consultant Level
Practice Director
Technical Director
Senior Principal
Rate ($/Hour)
$219.84
$219.84
$175.87
3.2 Estimated Fees and Expenses. All fees and expenses will be invoiced monthly. The fee estimate for labor
performed under this exhibit is nineteen thousand one hundred seventy dollars ($19,170.00); the estimate for travel
and out of pocket expenses is an additional three thousand four hundred dollars ($3,400.00). These estimates and any
other estimates related to this exhibit are intended only to be for your budgeting and Oracle's resource scheduling
purposes; these estimates do not include taxes. Oracle will invoice you for actual time spent performing the services,
plus materials, taxes and expenses; such invoice may exceed the total estimated amount documented above. Once
fees for services reach the estimate, Oracle will cooperate with you to provide continuing services on a T &M basis.
3.3 Compensatorv Taxes. The parties acknowledge that temporary living reimbursements to Oracle consu1tant(s)
may be deemed compensatory under federal, state, and local tax laws if a consultant's assignment in a particular
location will exceed or has exceeded one year. Where reasonably possible, Oracle will plan with you to limit the
duration of a consultant's assignment in a particular location to less than one year. If your requirements are such that
it becomes necessary for a consultant's services in a particular location to continue for a year or more and as a result,
the reimbursement of such consultant's living expenses are deemed compensatory for tax purposes, then, you agree to
pay Oracle the amount of additional compensation provided to such Oracle personnel to compensate for taxes
imposed therefore.
4. Proiect Management. You and Oracle each agree to designate a project manager who shall work together with the
other party's project manager to facilitate an efficient delivery of services.
B
32819 - Prot N8
Page 5 of5
O:RACLe-
ORDERING DOCUMENT
City of Clearwater
100 S Myrtle Ave (3rd Floor)
Clearwater
FL 33756
Oracle USA, Inc.
1001 Sunset Blvd.,
Rocklin
CA 95765
ORACLE CONTRACT INFORMATION
Agreement: Software License and Services Agreement Number: SLSA-225665-01-0CT-1995
Ordering Document Num ber: US-225665-0D-II-SEP-2007
This ordering document incorporates by reference the terms of the agreement specified above and all amendments thereto
(the "agreement"). As used in this ordering document, "you" or "your" shall refer to the customer as defined in the
agreement.
A. SERVICES
You have ordered the services listed below in the table and detailed in the attached exhibit(s), which are incorporated
herein by reference.
All fees on this ordering document are in US dollars.
Services Reference Fees*
Time and Materials Services Exhibit 1- TME-300203433 $14,949.00
Total Fees $14,949.00
Estimated Expenses $1.700.00
Total Fundin!! $16,649.00
*Expenses are in accordance with the referenced exhibit(s).
All fees payable to Oracle are due within 30 days from the invoice date. Invoices for each service will be provided
separately. Fees for any time and materials engagements listed above are estimated fees, as detailed in the referenced time
and material services exhibit(s).
B. ADDITIONAL TERMS
I. Segmentation. You acknowledge that the services acquired hereunder were bid by Oracle separately from any
Oracle program licenses. You understand that you have the right to acquire services without acquiring any Oracle
program licenses, and that you have the right to acquire the services and any Oracle program licenses separately.
2. Contact Information.
OD_TME
6
Page 1 of5
Oracle Contracts Mana er:
~~~.:......_..._...j._~9.!?~!!...w_~.~~!t~;Y....................................................................
Address: ! 1001 Sunset Blvd. MS 2045
I
~::~h:~Q:~:~::::~:::~~::J::~r;:}lJ:~;J.:.~:l:~~:=~~::~::::::::::::::::::::::::::~:::::::::~::::::::~:::::::::~.
Fax: ! 916.315.4666
....E;~iT............r~~.b~rt:;h~~ti~...........~~~~i~.:.~~~.................................
Your Billin I Accounts Pa able Contact:
...~.~!P..~.:..................U?~~.!~.!.~Y-.~!.............................a...........................................:..........
Address: ! 100 S Myrtle Ave, (3' floor)
! Clearwater FL 33756
....................-.......-.....4--..........................................................................................................................
...~.~..~~~.:_................l.]~.7.:.?2.~.:.~.?~..?......................................................................................
Fax: 1 727.562.4696
..E~~ii.~..................i"'i)~;;.;.~....~~......;....~"j~~~;~t~.~.~~~;.................................
3. Order of Precedence. In the event of any inconsistencies between (i) the agreement and this ordering
document, this ordering document shall take precedence, and (ii) this ordering document (excluding exhibits)
and any attached exhibits, the exhibits shall take precedence.
4. Change Control Process. Any request for any change in services must be in writing; this includes
requests for changes in project plans, scope, specifications, schedule, designs, requirements, service
deliverables, software environment or any other aspect of your order. Oracle shall not be obligated to perform
tasks related to changes in time, scope, cost, or contractual obligations until you and Oracle agree in writing to
the proposed change in an amendment to this ordering document and/or applicable exhibit(s).
5. Force Maieure. 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 party's obligation to take
reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for services
provided.
6. Export. Export laws and regulations of the United States and any other relevant local export laws and
regulations apply to services deliverables. You agree that such export control laws govern your use of services
deliverables (including technical data) and you agree to comply with all export laws and regulations (including
"deemed export" and "deemed re-export" regulations). You agree that no data, information, program and/or
materials resulting from 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.
7. Relationship Between Parties. Oracle is an independent contractor and we agree that no partnership,
joint venture, or agency relationship exists between us. We each will be responsible for paying our own
employees, including employment related taxes and insurance. If while performing services Oracle requires
access to other vendor's products that are part of your system, you will be responsible for acquiring all such
products and the appropriate license rights necessary for Oracle to access such products on your behalf.
8. Rights Granted. Upon payment for services you will have a perpetual, non-exclusive, non-assignable,
royalty free license to use for your internal business operations, anything developed by Oracle and delivered to you
under this ordering document. You may allow your agents and contractors to use the deliverables for such purpose
and you are responsible for their compliance with this ordering document. Oracle retains ownership and all
intellectual property rights to anything developed or delivered under this ordering document.
OD3ME
(;
Page 2 of5
Oracle normally processes your order after receipt of a purchase order. If you are unable to iss ue a purchase order
for the services ordered hereto for an amount up to the total fees specified in Section A above, please check the
appropriate box below:
o City of Clearwater does not issue purchase orders.
o City of Clearwater does not require a purchase order for the services ordered hereto.
The information provided above is accurate and complies with your business practices in making this purchase, including
obtaining all necessary approvals to release the funds for this purchase. The signature below affirms your commitment to
pay for the services ordered in accordance with the terms of this ordering document.
This quote is valid through November 30, 2007and shall become binding upon execution by you and acceptance by
Oracle.
Name: William B. Home II
Name:
k-.C3 .~
City of Clearwater
Authorized Signatu~~-:rr:
Oracle USA, Inc.
-,.!-~
Title: City Manager
Title:
Signature Date:
/0/15"/0 1
Signature Date:
2.S fVdJ Cr
Approved as to form: Attest:
't~<^ 1'. ~ k-
. !kJ:..ynt Goudeau
Assistant City Attorney D City Clerk
,-,............., ,
Ordering Document Effective Date: September 11,2007
OD_TME
Page 3 of5
ORACLE"
TIME AND MAT ERIALS EXHIBIT
ORACLE CONTRACT INFORMATION
Customer Name:
Ordering Document Number:
Exhibit Number:
City of Clearwater
US-225665-0D-ll-SEP-2007
Exhibit 1- TME-300203433
This exhibit incorporates by reference the terms of the ordering document specified above.
1. Description of Services. Oracle will assist you with the following services: assist the City with an assessment of the
City of Clearwater's General Services Fleet Division's preventative maintenance (PM) program identifYing
application setup issues and resulting data issues. Oracle will assist the Fleet Group to resolve all issues identified
during the assessment on a time and materials basis.
2. Your Obligations and Proiect Assumptions. You acknowledge that your timely provision of and access to office
accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from your
officers, agents, and employees, and suitably configured computer products (collectively, "cooperation") are essential to
the performance of any services as set forth in this exhibit. Oracle will not be responsible for any deficiency in performing
services if such deficiency results from your failure to provide full cooperation. You are responsible for obtaining any
consents required for Oracle to perform services under this exhibit, and to allow Oracle to post, at any site at which
services are performed, any documents necessary for Oracle to provide services in compliance with the law.
You acknowledge that Oracle's ability to perform the services and any estimate related depends upon the following
project assumptions and your fulfillment of the following obligations:
A. Your Obligations
. Maintain the properly configured hardware/operating system platform to support the services.
. Obtain licenses under separate contract for any necessary Oracle programs before the commencement of services.
. Maintain annual technical support for the Oracle programs under separate contract throughout the term of the
services.
. Provide Oracle with full access to the relevant functional, technical and business resources with adequate skills
and knowledge to support the performance of services.
. Scheduling the appropriate Fleet Group individuals including if request by Oracle members of your IT to describe
and explain the current state of the PM program and what the issues are as a result of it.
B. Proiect Assumptions
. Services will be provided at your Clearwater FL location.
3. Rates. Estimated Fees and Expenses. The services specified above are provided on a time and materials ("T&M")
basis; that is, you shall pay Oracle for all ofthe time spent performing such services, plus materials, taxes and
expenses.
For a period of one year from the effective date of the ordering document, the services described above will be
provided at the rates set forth in the table below.
OD_TME
~.
b
Page 4 of 5
Consultant Level
Practice Director
Technical Director
Senior Principal
Rate ($/Hour)
$219.84
$219.84
$175.87
3.2 Estimated Fees and Expenses. All fees and expenses will be invoiced monthly. The fee estimate for labor
performed under this exhibit is fourteen thousand nine hundred forty nine dollars ($14,949.00); the estimate for travel
and out of pocket expenses is an additional one thousand seven hundred dollars ($1,700.00). These estimates and any
other estimates related to this exhibit are intended only to be for your budgeting and Oracle's resource scheduling
purposes; these estimates do not include taxes. Oracle will invoice you for actual time spent performing the services,
plus materials, taxes and expenses; such invoice may exceed the total estimated amount documented above. Once
fees for services reach the estimate, Oracle will cooperate with you to provide continuing services on a T&M basis.
3.3 Compensatorv Taxes. The parties acknowledge that temporary living reimbursements to Oracle consultant(s)
may be deemed compensatory under federal, state, and local tax laws if a consultant's assignment in a particular
location will exceed or has exceeded one year. Where reasonably possible, Oracle will plan with you to limit the
duration of a consultant's assignment in a particular location to less than one year. If your requirements are such that
it becomes necessary for a consultant's services in a particular location to continue for a year or more and as a result,
the reimbursement of such consultant's living expenses are deemed compensatory for tax purposes, then, you agree to
pay Oracle the amount of additional compensation provided to such Oracle personnel to compensate for taxes
imposed therefore.
4. Proiect Management. You and Oracle each agree to designate a project manager who shall work together with the
other party's project manager to facilitate an efficient delivery of services.
OD_TME
Page 5 of5
g