HomeMy WebLinkAboutGeneral TermsB. General Terms
1 Technical Support
Technical Support consists of Software Updates, Product Support and/or other Technical Support services Customer may have ordered. Fees
for Technical Support are due and payable ouarterears. Technical Support acquired under this Ordering Document shall be for a period
of 12 months. Technical Support is effective upon the Effective Date of this Ordering Document.
2 Miscellaneous
Section A of this Ordering Document specifies the CD Pack(s) on the particular computer operating system requested by Customer, which
have been shipped or currently are being shipped to Customer. Where shipment is required, Oracle shall deliver to the address specified by
Customer on their purchasing document or when the purchasing document does not indicate a ship to address, Oracle shall deliver to the
Customer Location, the CD Pack(a) listed in Section A that include 1 copy of the software media and 1 set of Documentation (in the form
generally available) for each Program licensed under this Ordering Document which is currently available in production release as of the
Effective Date below. Some Programs may also include any source code Oracle may provide es part of its standard shipment of such
Programs, which source code shall be governed by the terms of the Agreement. Customer shall be responsible for installation of the software.
All fees due under this Ordering Document shall be non -cancellable end the sums paid nonrefundable, except as provided in the Agreement.
Customer agrees to pay applicable media and shipping charges. Provided Customer continuously maintains Software Updates, additional CD
Packs for the Programs provided under this Ordering Document may be ordered through the Oracle Store at the standard CD Pack price. If
Customer loses or damages the media containing a Program licensed hereunder, upon Customers written notice Oracle will provide a
replacement copy thereof, under Oracle's then -current Technical Support policies, for a media and shipping charge. The following shipping
terms shall apply: FCA Shipping Point, Prepaid, and Add. These terms shall alao apply to any options exercised by Customer.
Additional Programs may be included with Customer's order which Customer may use for trial purposes only. Customer shall have 30 days
from the delivery date to evaluate these Programs. Any use of these Programs after the 30 day trial period shall require Customer to obtain the
applicable license. Programs licensed fax trial purposes are provided "as is" and Oracle does not provide Technicel Support or any warranties
of any kind for these Programs.
The program licenses provided in this Ordering Document are offered separately from any other proposal for consulting services Customer
may receive or have received from Oracle and do not require you to purchase Oracle consulting services. Customer agrees that you have not
relied on the future availability of any programs or releases in entering into the payment obligations in this Ordering Document.
A copy of Oracle's License Definitions and Rules is attached hereto and incorporated by reference.
C. Other
1 Customer Reference
In consideration of the discounts granted to Customer under this Ordering Document, Oracle may refer to Customer as a customer in sales
presentations, marketing vehicles and activities. In addition Customer agrees to become part of Oracle's reference program by working with a
representative from Oracle Marketing to develop a customer profile for use on Oracle.com and for other promotional activities at Oracle's
discretion. The profile wilt include a quote from an executive of Customer's company and Customer's company logo.
2 Oracle's response to RFP 03-04.104:
Oracle's responses to the Application Technical and Application Functional questions, provided in response to RFP 03-04-104, are attached to
this Ordering Document as Appendix X and incorporated by reference as additional Teams and Conditions. Oracle warrants only to the
applicable program documentation. Warranty terms arc set forth in the Agreement. In the event of any conflict between the terms and
conditions found in the Ordering Document, including any tens and conditions incorporated into the Ordering Document by reference, the
terns and conditions of the Ordering Document supercede any information provided in Appendix X.
3 Additional Licensor
For a period of 18 (eighteen) months from the Effective Date of this Ordering Documatrt, Customer may acquire the Programs specified on the
attached Price Hold Exhibit, provided such Programs are available in production rdlease when ordered, and provided that Customer has
continuously maintained Software Updates and Product Support for the Programa licensed on this Ordering Document, by paying Oracle the
designated license fees. Customer may also acquire first year Software Updates and first year Product Support for auch Programs by paying
Oracle the appropriate fees specified on the attached Price Hold Exhibit, Upon Customer's exercise of this option, where shipment is required,
Oracle shall deliver 1 copy of the software media and 1 set of Documentation (in the form generally available). Any relevant purchase
minimums will apply to orders placed under this section.
4 Governing Law and Jurisdiction
This Agreement is governed by the substantive and procedural laws of Florida and Customer and Oracle agree to submit to the exclusive
jurisdiction of, and venue in, the courts in Miami Dade County.
1358668.CITY OF MIAMI. I.KATHRYN.TROUTMAN Issued by ORACLE CORPORATION 03-AUG-04
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5 Oracle Training
The attached quote details the Instructor Lead Training and Self Paced Training courses ordered under this Ordering Document.
Oracle Training List Fees: $160,383
Discount: 35%
Oracle Training Net Fees: $ 104,249
D. Additional Agreement Terms
1 The following terms amend the attached License Definitions and Rules document:
Replace the first sentence of the third paragraph of the Technical Support section with "Software Updates or Product Support acquired with
Customer's order may be renewed annually and, if Customer renews the Software Updates or Product Support for the same number of licenses
for the same Programs, for the first 4 (four) renewal years the fee for Software Updates or Product Support will not increase by more than 0%
over the prior year's fee. For renewal years 5 through 9 the fee for Software Updates or Product Support will not increase by more than 3%
over the prior year's fee."
E-Buaiaesa Suite
Table A
The Programs specified in Table A on the attached E-Business Suite Exhibit are included in the E•Business Suite Professional User.
2 Table B
The Programs specified in Table B on the attached E-Business Suite Exhibit are included•
in the E-Business Suite Employee User and E-
Business Suite Non -Employee User.
3 Table C
The Programs specified in Tublc C on the attached E-Business Suite Exhibit are included in Electronic Orders.
4 Program Purchasing Restrictions
Now that Customer has licensed the E-Business Suite Professional User, Customer acknowledges that Customer is no longer able to purchase
those Programs contained in the E-Business Suite Professional Uacr on a per Program basis. Any additional licenses needed for those
Programs contained in the E-Business Suite Professional User must be purchased via the Professional User, Professional User — External,
Employee User or Non Employee User — External metrics. In addition, if Customer requires use of the iStore or Release Management
Programs, Customer must acquire these licenses per the Electronic Orders bundle which is licensed per order and Customer is not able to
purchase these Programs on a per Program basis.
5 Minimum Licensing Requirements
Customer is required to maintain Professional Uacr licenses for at least 10% of Customer's employee population and a combination of
Professional User and Employee User licenses for at leant 20% of Customer's employee population.
Customer's employee population shall be defined as the total number of actual employees (regardless of whether they work full -lime or part-
time) as stated in Customer's annual report if Customer is a publicly traded company or as certified in writing by an authorized representative
for privately held companies
As of the Effective Date, Customer has met the minimum requirement for licensing the E-Business Applications Suite based on Customer's
current employee population of 3850, At the time Customer's employee population first reaches 4070 and each time thereafter that
Customer's employee population increases by 10% over the previous reported employee population, Customer will be required to verify to
Oracle in writing that (i) Customer is still in compliance with the minimum licensing requirements (including the requirement as to proportion
of Professional and Employee Users) or (ii) Customer is not in compliance and will acquire additional licenses as necessary to comply with the
minimum licensing requirements.
Tbc above is only a minimum licensing rule and Customer is always required to-6e licensed for Customer's actual users.
1358668.CITY OF MIAMI.I.KATHRYN.TROU'l'MAN Issued by ORACLE CORPORATION 03•AUG-04
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ATTEST:
P iscilla A, Tho pson, City C erk
A-1=7ST:
By:
APPROVED AS TO FORM AND
CORRECTNESS:
CITY
CITY OF MIAMI, . u nicipal
Co +ration oft ' e State offflorida
Cs,_
iola, Chief Administrator/City
er
PROVIDER
ORACLE CORPORATION
By:
By:
Anne Fletcher
Managing Counsel
APPROVED AS TO INSURANCE
REQUIREMENTS:
r;t F. r r%i/o
Maria J. C • taro, City Attorney Dania F. Carrillo, Risk Management
Administrator
Ezo 1358668
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