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Memo - City Manager Approval
CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM To ; Daniel J. Alfonso DATE : August 20, 2014 riLE City Manager FROM: Kevin Burns Chief Information Officer/Director Department of Information Technology BACKGROUND SU°Je%yment approval for Governrnentiobs.com, Inc. services provided thereafter PSA expiration R8FER NOES ENCLOSURES; The City of Miami ("City") purchased the NEOGOV software services from GovernmentJobs.com, Inc., a/k/a NEOGOV, Inc., for the purpose of implementing an employment application process which it currently uses on a continual basis, The initial purchase of the software was not approved pursuant to a stand-alone resolution, but rather as part of PHASE li of the City's Enterprise Resource Planning.(ERP) project for implementation of the Oracle system, as approved by the attached Resolutions No. 04-0508, 06-0083, 08-0128, and 10-0217, The procurement vehicle used to purchase this software was a piggyback of a contract for the City and County of Denver, Colorado. Based on this piggyback, the City of Miami executed its awn service agreement on February 26, 2009 for an initial period of one (1) year with four (4) additional one (1) year options to renew. The City's service agreement expired on or about February 25, 2014 and, due to the exhaustion of all its renewal. options, the City can no longer issue an amendment to extend the contract while a new service agreement is procured to cover the NEOGOV software services the City has continued receiving to date. Consequently, approval of a bid waiver is requested in order to pay the currently pending invoice total, amount efforty six thousand eight hundred dollars ($46,800.00) which covers the current period of February 26, 2014 through February 25, 2015, Additionally, per the City's desire to continue using the NEOGOV software services, an agenda item will be prepared and scheduled for a future Commission Meeting date for approval of a new service agreement for NEOGOV software services utilizing a piggyback of the current City of Jacksonville, Florida contract with GovernmentJobs.com, Inc., a/k/a NEOGOV, Inc., as s procurement vehicle for the new service agreement. 479285 RECOMMENDATION Based on the above stated, the Information Technology Department respectfully requests approval of a waiver of the formal competitive sealed bidding methods set forth in the City of Miami Code of Ordinances, as amended, specifically Section 18-85 and 18.86, affirmation of these findings and the forwarding of the same to the City Commission for ratification by a four -fifths (4/5ths) affirmative vote at its next available Commission Meeting, authorization for payment of the outstanding invoice total amount of $46,800.00, and authorization for execution of service agreement for coverage of the current period of February 26, 2014 through February 25, 2015. Attached please find copies of the following supporting documentation: 1, invoice No. 07-11111 for $46,800.00 2, Resolution No. 04-0508 3. Resolution No, 06-0083 4. Resolution No. 08-0128 5. Resolution No. 10-0217 6. February. 26th, 2009 Service Agreement between the City and GovernmentJobs.com, Inc., a/k/a NEOGOV, Inc. Your signature below will signify your concurrence with the above recommendation. Thank you in advance for your consideration. APPROVED/DISAPPROVED Daniel J. Al 479285 Manager Date Invoice 222 N. Sepulveda Blvd. Suite 2000 El Segundo, CA 90245 Bill To City of Miami Finance - General Account 444 SW 2nd Ave, 6th Floor Miami, FL 33130 Please make checks payable to Governmentjobs.com, Inc. (EIN/Tax Payer ID: 33-0888748) Item License - lE - Renewal i : Date ) Invoice # i i 1/6/2014 07-11111»»»., 2 P.O. No. ' Terms 1302871 Net 30 Description Twelve (12) Month Insight Enterprise User License (From 2/26/14 through 2/25/15). Pay your bills online at: https://www.intu itbill pay. corn/neogov For billing questions please call (310) 426-6304 x134 or x110. Or email us at accounting@neogov.com 46,800.00 3 Total $46,800.00 Payments/Credits $0.00 Balance Due $46,800.00 City of Miami Legislation Resolution: R-04-0508 City Hall 3500 Pan American Drive Miami, FL 33133 www.ci.miami.fl.us File Number: 04-00843 Final Action Date: 7/22/2004 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A SOFTWARE LICENSE AND SERVICES AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH ORACLE CORPORATION, THE TOP -RANKED FIRM, PURSUANT TO INFORMAL REQUEST FOR PROPOSAL ("RFP") NO. 03-04-104, ISSUED APRIL 22, 2004, AS AUTHORIZED BY THE CITY COMMISSION PURSUANT TO RESOLUTION NO. 04-0203, ADOPTED APRIL 8, 2004, WAIVING FORMAL COMPETITIVE BIDDING PROCEDURES, FOR THE ACQUISITION OF ORACLE'S ENTERPRISE RESOURCE PLANNING ("ERP") APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN AN AMOUNT NOT TO EXCEED $1,021, 816, AND PROVIDING SUPPORT AND MAINTENANCE AS SET FORTH IN THE ATTACHED AGREEMENT FOR FIVE (5) YEARS AT A TOTAL FIXED COST OF $1 ,009,320, FOR A TOTAL CONTRACT AMOUNT NOT TO EXCEED $2,031,136, AND ANY NECESSARY THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN AN AMOUNT NOT TO EXCEED $357,000, AND A CONTINGENCY AMOUNT NOT TO EXCEED $250,000, FOR UNFORESEEABLE CIRCUMSTANCES; ALLOCATING FUNDS FROM THE INFORMATION TECHNOLOGY ERP CAPITAL IMPROVEMENT ACCOUNT CODE NO. 311613, AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, VARIOUS DEPARTMENTS CTYWIDE AND FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS, SUBJECT TO BUDGETARY APPROVAL. WHEREAS, the Arthur Anderson L.L.P. Information Technology ("IT") Strategic Plan indicated that the second highest priority of the strategic technology initiatives is the acquisition and implementation of an Enterprise Resource Planning ("ERP") Software System and recommended JD Edwards, PeopleSoft, Oracle and SAP as potential candidates for an ERP software system; and WHEREAS, the City of Miami ("City") embarked on a Business Process Review ("BPR") to study the City's current state of business processes and how it delivers services in the key areas of finance, employee relations, budget, payroll, and purchasing; and WHEREAS, the BPR study cited industry best practices in the aforementioned key areas and provided for what the City's future state of business processes should be and how it should deliver its services in the future in the key areas of finance, employee relations, budget, payroll, and purchasing; and WHEREAS, the BPR Study produced a Fit/Gap Analysis providing a road map to implement industry best practices to improve efficiencies, performance, and accountability to minimize customization during the ERP implementation; and WHEREAS, the BPR Study concluded that the City should consider Tier One ERP Software firms, City of Miami Page 1 of 3 Printed On: 8/16/2004 File Number: 04-00843 Enactment Number: R-04-0508 from Lawson, Oracle, Peoplesoft, and SAP, to best implement Best Practice -driven solutions; and WHEREAS, the Gartner Group's Decision Drivers ("DDI") Tool was used by the City to rank how the four major ERP Software Firms of Lawson, Oracle, Peoplesoft, and SAP met the City's needs; and WHEREAS, the ERP Executive Steering Committee used the Arthur Anderson L.L.P. IT Strategic Plan, BPR Study, and Gartner Group's DDI Tool in its conclusion to consider proposals only from Tier One ERP Software Firms, Lawson, Oracle, Peoplesoft, and SAP; and WHEREAS, pursuant to Resolution No. 04-0203, adopted April 8, 2004, the City Commission after an advertised public hearing, ratified, approved, and confirmed the City Manager's request for waiving the requirements for competitive bids and authorized issuance of an informal Request for Proposal (" REP") to Lawson, Oracle, Peoplesoft, and SAP; and WHEREAS, on April 22, 2004, the RFP was issued to the four firms and on May 3, 2004, four proposals were submitted by all four firms; and WHEREAS, the ERP Executive Steering Committee for eight (8) full days were present for scripted demonstrations and met on three additional occasions (May 24, May 25, and May 28, 2004) to discuss the scripted demonstrations and to consider factors such as, functionality, scripted demonstrations, end -user input, and cost analysis provided by the City's hired ERP technical consultant to make its selection of an ERP Software System; and WHEREAS, on May 28, 2004, the ERP Executive Steering Committee met and ranked the firms in the following manner: (1) Oracle (2) Peoplesoft (3) SAP (4) Lawson; and WHEREAS, the negotiation team negotiated a contract, in substantially the attached form, with the Oracle Corporation; and WHEREAS, the City Manager respectfully recommends that the City Commission authorizes the execution of said agreement, in substantially the attached form; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1} to execute a Software License and Services Agreement ("Agreement"), in substantially the attached form, with Oracle Corporation, the top -ranked firm, pursuant to informal RFP No. 03-04-104, issued April 22, 2004, pursuant to Resolution No. 04- 0203, adopted April 8, 2004, waiving formal competitive bidding procedures, for the acquisition of Oracle's Enterprise Resource Planning ("ERP") Application, Database, Tools Software and Training, in the amount not to exceed $1,021,816, and providing support and maintenance as set forth in the attached Agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract amount not to exceed $2,031,136 and any necessary third -party application software, as needed, from a third - party provider, in the amount not to exceed $357,000 and a contingency amount not to exceed $250,000, for unforeseeable circumstances, with funds allocated from Information Technology ERP Capital Improvement Account Code No. 311613, and from the Operating Budgets of Information City of Miami Page 2 of 3 Printed On: 8/16/2004 File Number: 04-00843 Enactment Number: R-04-0508 Technology and Various departments Citywide and from various Capital Improvement Project Accounts, subject to budgetary approval. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 Printed On: 8/16/2004 City of Miami Master Report Enactment Number: R-04-0508 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 04-00843 Version: 2 File Name: Award of Contract for ERP Software Requester: File Type: Resolution Status: Passed Reference: Controlling Body: City Commission Introduced: 7/15/2004 Cost: Final Action: 7/22/2004 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A SOFTWARE LICENSE AND SERVICES AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH ORACLE CORPORATION, THE TOP -RANKED FIRM, PURSUANT TO INFORMAL REQUEST FOR PROPOSAL ("REP") NO. 03-04-104, ISSUED APRIL 22, 2004, AS AUTHORIZED BY THE CITY COMMSSION PURSUANT TO RESOLUTION NO. 04-0203, ADOP fED APRIL 8, 2004, WAIVING FORMAL COMPETITIVE BIDDING PROCEDURES, FOR THE ACQUISITION OF ORACLE'S ENTERPRISE RESOURCE PLANNING ("ERP") APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN AN AMOUNT NOT TO EXCEED $1,021,816, AND PROVIDING SUPPORT AND MAINTENANCE AS SET FORTH IN THE ATTACHED AGREEMENT FOR FIVE (5) YEARS AT A TOTAL FIXED COST OF $1,009,320, FOR A TOTAL CONTRACT AMOUNT NOT TO EXCEED $2,031,136, AND ANY NECESSARY THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN AN AMOUNT NOT TO EXCEED $357,000, AND A CONTINGENCY AMOUNT NOT TO EXCEED $250,000, FOR UNFORESEEABLE CIRCUMSTANCES; ALLOCATING FUNDS FROM THE INFORMATION TECHNOLOGY ER? CAPITAL IMPROVEMENT ACCOUNT CODE NO. 311613, AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, VARIOUS DEPARTMENTS CTYWIDE AND FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS, SUBJECT TO BUDGETARY APPROVAL. Sponsors: Notes: Supplemental Indexes: Attachments: 04-00843-cover memo.pdf,04-00843-budgetary impact.pdf,04-00843-acceptance of recommendation.pdf,04-00843-exhibit 1- odering doc.pdf,04-00843-exhibit 2- license .pdf,04-00843-exhibit 3- price hold.pdf,04-00843-exhibit 4- E-business.pdf,04-00843-exhibit 5-cert. of contact.pdf,04-00843-exhibit 6-contract info.pdf,04-00843-exhibit 7- memos.pdf,04-00843-exhibit 8-state memos.pdf,04-00843-exhibit 9-term contract.pdf,04-00843-exhibit 10-state memo.pdf,04-00843-exhibit 11-certificate.pdf,04-00843-exhibit 12- debarment.pdf,04-00843-exhibit 13- insurance.pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: 2 City Commission 7/22/2004 ADOPTED Pass 2 Office of the Mayor 7/27/2004 Signed by the Mayor 2 Office of the City 8/6/2004 Reviewed and Attorney Approved City ofMiami Page 1 Printed on 11/15/2006 City of Miami Master Report Enactment Number: R-04-0508 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com City ofMiami Page 2 Printed on 11/15/2006 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: FROM : Honorable Mayor and Members Of City Conission Joe, Arriola L5JIef Administrator / City Manager DATE: SUBJECT: REFERENCES: ENCLOSURES: July 13, 2004 Recommendation for Award of contract for Enterprise Resource Planning (ERP) Software FILE : Recommendation It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute an agreement, in substantially the attached form, with Oracle Corporation, a non-local/non-minority firm, located at 1910 Oracle Way, Reston, Virginia 20190, the top -ranked firm, pursuant to an informal Request For Proposals (No. 03-04-104) issued on April 22, 2004, for the acquisition of Oracle's Enterprise Resource Planning (ERP) Application, Database, Tools Software and Training in the amount not to exceed $1,021,816;and, a support and maintenance agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract amount of $2,031,136; and, any necessary third -party application software, as needed, from a third -party provider, to best fit the requirement for the City of Miami, in the amount not to exceed $357,000 and a contingency amount of $250,000 for unforeseeable circumstances. Funding is available from the Information Technology Enterprise Resource Planning Capital Improvement Account Code 311613, and additionally from various other Information Technology and other departmental operating budgets on a citywide basis and from various CIP accounts, subject to the availability of funds. Background In 2001, the City of Miami partnered with Arthur Anderson L.L.P. for the provision of an Information Technology Strategic Plan, This plan highlighted a number of strategic technology initiatives the City needs to complete within the next few years. The second highest priority of these initiatives is the acquisition and implementation of an Enterprise Resource Planning software system (ERP) to provide modern, reliable, efficient and integrated support for the City's finance, employee relations, budget, payroll and purchasing functions. This report recommended JD Edwards, PeopleSoft, Oracle and SAP as potential candidates for an ERP software system. The first major phase of the ERP project, Business Process Review (BPR), has been completed. The BPR study included reviewing the current state of business processes in the key areas mentioned above, documenting industry best practices and providing a gap analysis and a road map for the City on how to implement industry best practices to improve efficiencies, performance, and accountability to minimize customization during the ERP implementation. -1- June 30, 2004 Page 2 The BPR Study also produced a Fit/Gap Analysis utilizing the Best Practice -driven solutions to provide the City with a high level assessment of how the four (4) major ERP software packages meet the City's "Zero Customization" ERP guiding principle. The BPR Study documented the fit / gap between the selected Best Practices and the ability of the packages to implement the selected Best Practices. The City of Miami used Gartner Group's Decision Drivers (DDI) Tool for software selection. The DDI is a software -based decision support tool that provides easy access to a host of validated data spanning functional, tactical and strategic considerations in an evaluation. The City of Miami used the model to create a ranking of the four major ERP software packages' ability to meet, the City needs. The findings of the BPR Fit/Gap Analysis and the DDI ranking were then evaluated by the ERP Executive Steering Committee. Both the BPR and DDI concluded the top 4 ERP systems were from: Lawson, Oracle, PeopleSoft and SAP. Following discussion, deliberation and evaluation, the Committee recommended (listed in alphabetical order) Lawson, Oracle, PeopleSoft and SAP software for final evaluation. By unanimous vote of 5-0, the City Commission, on April 8, 2004, under Resolution # 04-00235, approved a bid waiver and issuance of an informal Request for Proposals (No. 03-04-104) to those top four ERP Software Firms (Lawson, Oracle, Peoplesoft and SAP). The ERP Executive Steering Committee evaluated proposals submitted by the (4) recommended firms in response to the informal RFP, based on technical and functional requirements that best fit the needs of the City of Miami, total cost of ownership, viability, scripted demos, reference checks, experience of providing software to municipalities or government agencies of similar size and/or complexity, and cost. The ERP Executive Steering Committee was present for (8) full days of scripted product demonstrations and met on three additional occasions, May 24th, May 25th, and May 2841, 2004, at which time the Committee considered detailed analysis comparing the functionality, scripted demos, end -user input, and cost analysis provided by ERP system technical consultants. Following discussion, deliberation and evaluation, the Committee's recommendations are, in rank order: (1) Oracle, (2) PeopleSoft, (3) SAP and (4) Lawson. FISCAL IMPACT: None — Budgeted Item -2- Budgetary Impact Analysis Department Information Technology Commission Meeting Date: July 22, 2004 Title and brief description of legislation or attached ordinance/resolution: ERP Software Division: Systems & Programming 1. Is this item related to revenue? No ® Yes ❑ Revenue Source; 2. Is this item an expenditure? No ❑ Yes El General Fund Account No: Special Revenue Fund Account No: CIP Project No: 311613 Amount: $2,637,736.00 3. Are there sufficient funds in Line Item? No: ❑ Yes: El Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL From $ From $ To $ To $ 4, Is this item funded by Homeland Defense/Neihborhood Improvement Bonds? No 1 Yes Project Name Total Bond Allocation I.' Series Appropriation Total Allocations/ Encumbrances Balance Dollars Spent to Date Comments: Appr e by: De ent D e or/Designee Date -B-7 Oci APPROVALS ure or/Designee REQUESTING ACCEPTANCE OF CITY MANAGER AND ERP EXECUTIVE STEERING COMMITTEE'S RECOMMENDATION INFORMAL RFP NO, 03-04-104 ITEM: Enterprise Resource Planning Software System DEPARTMENT: Information Technology TYPE: Contract RECOMMENDATION: It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute an agreement, in substantially the attached form, with Oracle Corporation, the top -ranked firm, pursuant to an informal Request for Proposal No. 03-04-104 issued on April 22, 2004, as authorized by the City Commission via Resolution No. 04-00235, waiving formal competitive bids, for the acquisition of Oracle's Enterprise Resource Planning (ERP) Application, Database, Tools Software and Training in the amount not to exceed $1,021,816; and, a support and maintenance agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract not to exceed amount of $2,031,136; and, any necessary third -party application software, as needed, from a third -party provider, in the amount not to exceed $357,000 and a contingency amount not to exceed $250,000 for unforeseeable circumstances. Funding is available from the Information Technology Enterprise Resource Planning Capital Improvement Account Code 311613, and additionally from various other Information Technology and other Departmental Operating Budgets on a citywide basis and from various CIP Accounts, subject to the availability of funds. Gle 'rector o Marc urc Dsa Da e AwardRFPERPSoftware03-04-104 ORDERING DOCUMENT Customer Name CITY OP MIAMI Customer Location 444 SW 2nd Avenue MIAMI FL 33130 ORACLE CONTRACT INFORMATION Agreement Software License and Services Agreement Agreement Name STATE-26692-24-MAY-00 This Ordering Document incorporates by reference the terms of the Agreement specified above, State of Florida Contract No. 252-002-00-1, ("Agreement"), as amended. A. PROGRAMS Customer hereby orders the Program licenses and Services described herein for use in the U.S., unless otherwise specified. All fees on this Ordering Document are in US Dollars Product Description i License Tvne Ouandty List Fee Discount.% Not P Balanced Scorecard - Nonstandard User 4069 License 386,555.00 81.1 '73,058.89 Software Updates 57,983.25 81.1 10,958.84 Product Support 27,058.85 81.1 5,114.13 Change Management Pack - Named User Plus Perpetual 50 License 3,000.00 81,1 567.00 Software Updates 450,00 81.1 85.05 Product Support 210.00 81.1 39,69 Change Management Pack - Processor Perpetual 4 License 12,000.00 81.1 2,268.00 Software Updates 1,800.00 81.1 340.20 Product Support 840.00 81.1 158.76 Diagnostics Pack - Named User Pius Perpetual 50 License 3,000.00 81,1 567.00 Software Updates 450.00 81.1 85.05 Product Support 210.00 81.1 39.69 Diagnostics Pack - Processor Perpetual 4 License 12,000.00 81.1 2,268.00 Software Updates 1,800.00 81.1 340,20 Product Support 840.00 81,1 158.76 Discoverer Desktop Edition - Named User Plus Perpetual 10 License 10,000.00 81.1 1,890.00 Software Updates 1,500.00 81.1 283.50 Product Support 700.00 81.1 132.30 E-Business Suite Employee User - Employee User 2 Year 3662 . License 1,464,800.00 81.1 276,847.20 Software Updates 219,720,00 81.1 41,527.08 Product Support 102,536.00 81.1 19,379.30 R-Business Suite Professional User - Professional User 2 Year 407 License 1,628,000.00 81.1 307,692.00 Software Updates 244,200,00 81.1 46,153.80 Product Support 113,960.00 81.1 21,538.44 Grants - Application User Perpetual 25 License 99,875.00 81.1 18,876.37 Software Updates 14,981.25 81.1 2,831.46 Product Support 6,991.25 81.1 1,321.35 1358668.CITY OF MIAMI.I.KATHRYN.TROUTMAN Issued by ORACLE CORPORATION 16-1UL-04 Page ! Product Des8riatlon / LicensQTvne Ouandty List Fee Dineen! % Net F Internet Application Server Enterprise Edition - Named User Plus 50 Perpetual License 20,000.00 81,1 3,780.00 Software Updates 3,000,00 81.1 567.00 Product Support 1,400.00 81,1 264.60 Internet Application Server Enterprise Edition • Processor Perpetual 4 License 80,000.00 81.1 15,120.00 Software Update' 12,000.00 81.1 2,268.00 Product Support 5,600.00 81.1 1,058,40 Internet Developer Suite • Named User Plus Perpetual 10 License 50,000,00 81.1 9,450.00 Software Updates 7,500.00 81.1 1,417.50 Product Support 3,500.00 81.1 661.50 Open System Gateways • Computer Perpetual 1 License 15,000,00 81.1 2,835.00 Software Updates 2,250.00 81.1 ' 425.25 Product Support 1,050.00 81.1 198.45 Oracle Database Enterprise Edition - Named User Plus Perpetual SO License 40,000.00 81.1 7,560.00 Software Updates 6,000.00 81.1 • 1,134.00 Product Support 2,800,00 81.1 529.20 Oracle Database Enterprise Edition - Processor Perpetual 4 License 160,000,00 81.1 30,240.00 Software Updates 24,000,00 81,1 4,536.00 Product Support 11,200,00 81.1 2,116.80 Payroll - Person Perpetual 4372 License 262,320.00 B1.1 49,578.48 Software Updates 39,348.00 81.1 7,436.77 Product Support 18,362.40 81.1 3,470.49 Self -Service Tutor for Applications - Employee Perpetual 3662 License 73,240.00 81.1 13,842.36 Software Updates 10,986.00 81.1 2,076.35 Product Support 5,126,80 81.1 968.97 Sourcing • Non Published Employee 1 Year 5 License 100,000.00 81.1 18,900,00 Software Updates 15,000.00 81.1 2,835.00 Product Support 7,000.00 81.1 1,323.00 Tuning Pack - Named User Plus Perpetual 50 License 3,000.00 81.1 567.00 Software Updates 450.00 81.1 85.05 Product Support 210.00 81.1 39.69 Tuning Pack - Processor Perpetual 4 License 12,000.00 81.1 2,268.00 Software Updates 1,800.00 81.1 340,20 Product Support 840.00 81.1 158,76 Tutor for Applications - Application Uaer Perpetual 407 License 201,465.00 81.1 38,076.88 Software Updates 30,219.75 81.1 5,711.53 Product Support iRcoruitmont - Person Perpetual 4372 14,102.55 81.1 2,665,38 License 218,600.00 81.1 41,315.40 Software Updates 32,790.00 81.1 6,197.31 Product Support 15,302.00 81.1 2,892.08 1358668.CITY OF MTAMI.I.ICATHRYN.TROUTMAN Isaued by ORACLE CORPORATION 16- UL-04 Page 2 etc Fees Learning Credits Net Fool 104,250 CD Pack Description Quantity Net Fee Omelet) Database 10g Release 1 CD Pack (with Oracldt Enterprise Manager 10g Grid Control Pack for Linux x86) for Microsoft Windows 1 59.90 Omelet) Application Server 10g CD Pack for Microsoft Windows (with Oradell) Enterprise Manager l0g Grid Control Pack for Linux x86) 1 69.90 Internet Developer Suite CD Pack (with iAS Pack) for Microsoft Windows 1 119.90 Oracle® Applications 111 CD Pack for Microsoft Windows 1 59.95 List Fee Discount % Net Foe License Fees 4,854,855.00 81.1 917,567.58 Product Support Fees 339,839.85 81.1 I 64,229.74 Software Updates Fees 728,228.7.5 81.1 137,635.14 Other Fees 104,250.00 104,250.00 CD Pack Fees 319.65 319.65 Not Face 1,224,002.11 Total Fees 1,224,002.11 1358b68.CITY OF MIAMI.I.ICATRRYN.TROUTMAN issued by ORACLE CORPORATION 16-JUL-04 Page 3 B. General Terms 1 Technical Support Technical Support consign of Software Updates, Product Support and/or other Technical Support services Customer may have ordered. Foes for Technical Support are due and payable quarterly in arrears. Technical Support acquired under this Ordering Document shall be tier a period of 12 months. Technical Support is effective upon the Effective Date of this Ordering Document. 3 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(s) listed in Section A that include I copy of the software media and I 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 as part of its standard shipment of such Programs, which source code shall he governed by the terms of the Agreement. Customer shall be responsible for installation of the software. . All foci due under this Ordering Document shall be non -cancellable and the sums paid nonrefundable, except as provided in the Agreement Customer agrees to pay applicable media end 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 Customer's written notice Oracle will provide a replacement copy thereof, under Oracle's then -current Technical Support policies, fora media and shipping charge. The following shipping terms shall apply; FCA Shipping Point, Prepaid, and Add, These terms shall also apply to any options exercised by Cuetorner. Additional Programs maybe 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 for trial purposes are provided "as is" and Oracle does not provide Technical 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 Custom( may receive or have received from Oracle and do not require you to purchase Oracle consulting serviced. Customer agrees that you have not rolled on the future availability of any programs or release' 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 will include a quote from en 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 Terms and Conditions. Oracle warrants only to the applicable program documentation, Warranty terms are set forth in the Agreement In the event of any conflict between tho terms and conditions found in the Ordering Document. Including any terms and conditions incorporated into the Ordering Document by reference, the terms and conditions of the Ordering Document napercede any information provided in Appendix X. 3 Additional Licenses Fora period of 18 (eighteen) months from the Effective Date of this Ordering Document; Customer may acquire the Programs specified on the attached Price Hold Exhibit, provided such Programs are available in production release when ordered, and provided that Customer has continuously maintained Software Updates and Product Support for the Programs 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 such 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, end venue in, the courts in Miami Dade County. 1358668.CITY OF MIAMI.I.KATHRYN.TROUTMAN Issued by ORACLE CORPORATION I6-JUL.04 Page 4 5 Learning Credits Discounts The table below indicates the List Fees, Discount granted and Net Fees duo for the Learning Credits ordered initially under this Ordering Document. List Fees for Learning Credits: 3160,385 Discount Percentage: 35% Net Fees for Learning Credits: 3104,250 D. Additional Agreement Terme I 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 rams 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 foe." E. E-Business Suite 1 ' Table A The Programs specified in Table A on the attached E-Business Suite Exhibit are included In the E•Buriness Suite Professional User. 2 Table B The Programs specified in Table B on the attached E•Bushtose Suite Exhibit are included in the E•Businew Suite Employee User and F.- Business Suite Non -Employee User, 3 Table C The Programs :specified in Table Con the attached E-Busincw 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 &Business Suite Professional User one 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 end Customer is not able to purchase these Programs on a per Program basis. 5 Minimum Licensing Requirements Customer is required to maintain Professional User licenses for at lent 10% of Customer's employee population and a combination of Professional User and Employee User licensesfor at least 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 foil -time 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', 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. The above is only a minimum licensing rule and Customer is always required to be licensed for Customer's actual users. I338668.CITY OF MIAMI.1.ICATHRYN.TROUTMAN Issued by ORACLE CORPORATION 16-JUL-04 Page 5 CITY ATTEST: CITY OF MIAMI, a Municipal Corporation of the State of Florida Priscilla A. Thompson, City Clerk Joe Arriola, Chief Administrator/City Manager PROVIDER ORACLE CORPORATION ATTEST: By: By: By: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Maria J. Chiaro, Interim City Attorney Dania F. Carrillo, Risk Management Administrator Ezo 1358668 Page 6 ORACLE' License Definitions and Rules To fully understand Customer's license grant, Customer needs to review the definition for the licensing metric and term designation as well as the licensing rules which are listed below. peflnitions and License Metrics Adapter: is defined as each software code interface, installed on each Oracle Internet Application Server Enterprise Edition, which facilitates communication of information between each version of a third party software application or system and Oracle Programs. $M Annual Transaction Volume: • is defined as one million U S dollars In ail purchase orders transacted and all auctions•. c inducted through the Oracle Exchange Marketplace by Customer and others during the applicable year of the Ora,cle:Exchange • Marketplace license, regardless of whether any such auction results in a purchase order, provided that an auction resulting in a purchase order shall only be counted against the Annual Transaction Volume once. Applications National Language Support (NLS) Supplement CD Packs Please be advised that only a subset of the products included on an Applications NLS Supplement CD Pack have been translated. For existing supported customers, MetaLink has information on which products have been translated for the supported languages (littpf/melnlink,oracle.coM). For new or unsupported customers, please contact your Oracle Account Manager for this information. Application User, Enterprise Asset Management (EAM) User, Field Sales User, Financials User, Inventory/Shipping User, Marketing User, Manufacturing User, Purchasing User, Telesales User,: is defined as an individual authorized by Customer to use the applicable licensed application Programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the Programs at any given time. If Customer licenses the Self Service Work Request option in conjunction with EAM, Customer is required to maintain licenses for the equivalent number of EAM Users licensed and Customer is granted unlimited access to initiate work requests, view work request status and view scheduled completion dates for Customer's entire employee population. Application Read -Only User: is defined as an individual authorized by Customer to run only queries or reports against the following application Programs for which Customer has also acquired non -read only application user licenses: FInancials, Purchasing, Project Costing, Sales Contracts, Service Contracts, Project Contracts, Discrete Manufacturing and Process Manufacturing. Case Report Form (CRF) Pager is defined as the "electronic equivalent" of what would be the total number of physical paper pages initiated remotely by the Program (measured explicitly in the Program as Received' Data Collection Instruments) during a 12 month period. Customer may not exceed the licensed number of CRF Pages during any 12 month period unless Customer acquire additional CRF Page licenses from Oracle. Collaboration Program User: is defined as an individual authorized by Customer to use the Programs which arc installed on a single server or on multiple servers regardless of whether the Individual is actively using the Programs at any given time. For the purposes of counting and licensing the number of Web Conferencing users, a Collaboration Program User within Customer's company is defined as a user able to initiate, or host, a web conference and also participate in a web conference; all participants in the web conference external to Customer's company and attending a web conference are not required to be licensed. Compensated individual: Is defined as an individual whose compensation or compensation calculations are generated by the Programs. The term Compensated Individual includes, but is not limited to, Customer employees, contractors, retirees, and any other Person. Computer: is defined as the computer on which the Programs are installed. A Computer license allows Customer to use the licensed Program on a single specified computer. SLSAdef V060704_us Page 1 of SM Cost of Goods Sold: is defined as one million U.S. dollars in the total cost of inventory that a company has sold during their fiscal year. If Cost of Goods Sold is unknown to Customer then Cost of Goods Sold shall be equal to 75% of total company revenue. Electronic Order Line: is defined as the total number of distinct order lines entered electronically into the Oracle Order Management application from any source (not manually entered by licensed Order Management Users, Professional Users 2003 or Professional Users 2003 - External) during a 12 month period. This includes order lines originating as external EDI/XML transactions and/or sourced from other Oracle and non -Oracle applications. Customer may not exceed the licensed number of order lines during any 12 month period. Employee: is defined as an active employee of Customer. (note: The value of these applications is determined by the size of the active employee population and not the number of actual users. Therefore, all of Customer active employees must be Included in Customer order when licensing these applications.) .Employee User: is•defined as an individual authorized by Customer to use the application Programs which are installed on' a single server or. multiple• servers, regardless' of whetheror not'the individual is actively using.the Programs at any -given time; Customer's human resource' personnel that require access to the Oracle Self Service Human Resources' program may not be licensed as Employee Users, but must be licensed as Professional Users. Additionally, Customer's technical support personnel that require access to the Oracle iSupport program may not be licensed as Employee Users, but must be licensed as Professional Users. Expense Report: is defined as the total number of expense reports processed by internet Expenses during a 12 month period. Customer may not exceed the licensed number of expense reports during any 12-month period. Field Technician: is defined as an engineer, technician, representative, or other person who is dispatched by Customer, including the dispatchers, to the field using the Programs. Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in Customer's institution and any part-time student enrolled in Customer's institution counts as 25% of an FTE Student. The definition of "full-time" and "part-time" is based on Customer's policies for student classification. if the number of FTE Students is a fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements. Hosted Named User: is defined as an individual authorized by Customer to access the hosted service, regardless of whether the individual is actively accessing the hosted service at any given time. (Learning Subscription: is defined as a web based learning environment that is made available to Customer subject to the terms of this agreement and Oracle's 'Learning Subscription Policies. Oracle's 'Learning Subscription Policies may be accessed at http://oracle.com/contracts, and may be updated by Oracle from time to time without notice to Customer. Implementation Services, Packaged Methods, Architecture Services, Accelerator Services, Assessment Services and Workshops Each Implementation Service, Packaged Method, Architecture Service, Accelerator Service, Assessment Service and Workshop is provided subject to the statement of obligation for that particular offering and Oracle's consulting services policies. Oracle's consulting services policies may be accessed at: http://oracle.com/contracts, and are subject to change. 1K Invoice Line: is defined one thousand invoice line items processed by the Program during a 12 month period. Customer may not exceed the licensed number of Invoice Lines during any 12 month period unless Customer acquires additional Invoice Line licenses from Oracle. Learning Credits: may be used to acquire education products and services offered in the Oracle University online catalogue which may be accessed at httpJ/oracle.com/contracts under the terms specified therein. Learning Credits may only be used to acquire products and services at the list price in effect at the time Customer orders the relevant product or service, and may not be used for any product or service that is subject to a promotional discount. Learning Credits are valid for a period of 12 months from the date Customer's order is accepted by Oracle, and Customer must acquire products and must use any acquired services prior to the end of such period. Customer may only use Learning Credits in the country in which Customer acquired them, may not use them as a payment method for additional Learning Credits, and may not use different Learning Credit accounts to acquire a single product or service. Customer may be required to execute standard Oracle ordering materials when using Learning Credits to order products or services. SLSAdof V060704_w Pogo 2 of 7 SM In Managed Assets: is defined as one million U.S. dollars of the following total: (1) Book value of investment in capital leases, direct financing leases and other finance leases, including residuals, whether owned or managed for others, active on the Program, plus (2) Book value of assets on operating leases, whether owned or managed for others, active on the Program, plus (3) Book value of loans, notes, conditional sales contracts and other receivables, owned or managed for others; active on the Program, plus (4) Book value of non earning assets, owned or managed for others, which were previously leased and active on the Program, including assets from term terminated leases and repossessed assets, plus (5) Original cost of assets underlying leases and loans, originated and active on the Program, then sold within the previous 12 months. Membership: is defined as an individual authorized by Customer to access the hosted service, regardless of whether the individual is accessing the hosted service at any given time. Module: is defined as each production database running the Programs. • Named User Plus: is defined as an individual authorized by Customer to use the Programs which are installed on•a single server or. multiple servers, regardless of whether the individual is actively, using the Programs at any giventtune. A non human:operateil..- ' device will be counted as a Named' User Plus iin addition to all individuals authorized to use the,Programs, if such devices can access the Programs. If multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number must be measured at the multiplexing front end. Automated batching of data from computer to computer is permitted. Customer is responsible for ensuring that the Named User Plus per Processor minimums are maintained for the Programs contained in the user minimum table in the Licensing Rules section; the minimums table provides for the minimum number of Named Users Plus required and all actual users must be licensed. Non Employee User - External: is defined as an individual, who is not Customer's employee, contractor or outsourcer, authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. Oracle Finance Division Contract: is a contract between Customer and Oracle (or one of Oracle's affiliates) that provides for payments over time of some or all of the sums due under your order. Oracle University Online Library Service: the Oracle University Online Library service is a web based learning environment that is made available to Customer subject to the terms of the Agreement and Oracle University's Online Library Hosting Access Policies. Oracle University's Online Library Hosting Access Policies may be accessed at http://oracle.com/contracts, and may be updated by Oracle from time to time without notice to Customer. Customer acknowledges that Customer will create and activate an administrator account and password and that the Oracle University Online Library service is available on httpJ/www.oracle.com/education/oln. The term of Customer's Oracle University Online Library service shall be one year from the Effective Date of Customer's order (except the Oracle University Premium Online Library service available in the courses and languages specified at https//www.oracie.com/education/oln, the term for which shall be six months from the Effective Date of Customer's order). At the end of the term, the Oracle University Online Library service may be renewed for an additional term of the same length at the then current Oracle University Online Library service rates by contacting Customer's local Oracle Education Sales Office. . if Customer chooses not to renew, all rights to use the Oracle University Online Library service shall cease. Notwithstanding anything to the contrary in the agreement, Oracle does not warrant that the Oracle University Online Library service will be provided uninterrupted or error -free. Order Line: is defined as the total number of order entry line items processed by the Program during a 12 month period. Multiple order entry line items may be entered as part of an individual customer order or quote, and may also be automatically generated by the Oracle Configurator. Customer may not exceed the licensed number of Order Lines during any 12 month period unless Customer acquires additional Order Line licenses from Oracle. Order Management User: is defined as an individual authorized by Customer to use the applicable licensed application Programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the Programs at any given time. Order Management Users are allowed to manually enter orders directly into the Programs but any orders entered electronically from other sources must be licensed separately. Orders: is defined as the total number of distinct orders for all Programs that are a part of Electronic Orders, entered electronically (not manually entered by licensed professional users) through EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing, during a 12 month period. Customer may not exceed the licensed number of orders during any 12 month period. SLSAdef.^V060704_us Pass 3 of7 Partner Organization: is defined as an external third party business entity that provides value-added services In marketing and selling Customer's products. Depending upon the type of industry, partner organizations play different roles and are recognized by different names such as reseller, distributor, agent, dealer or broker. Person: is defined as Customer's employee or contractor who is actively working on behalf of Customer's organization or a former employee who has one or more benefit plans managed by the system or continues to be paid through the system. For Time and Labor, a person is defined as an employee or contractor whose time or labor (piece work) or absences are managed by the application. For Project Resource Management, a person Is defined as an individual who is scheduled on a project. For Internet Time, a person is defined as an individual who is charging time to a project via the application. The total number of licenses needed is to be based on the peak number of part-time and full-time people whose records are recorded in the system. Ported Number: is defined as the telephone number that end users retain as they change from one service provider to another. This telephone number originally resides on a telephone switch and is moved into the responsibility of another telephone switch. .Primary Usage:: is defined• as each licensed user of the following applications: Financials,Discrete- Manufacturing, Process Manufacturing, Project Costing and Purchasing, Each licensed user is counted only once based an primary usage. 'Customer must specify how many users Customer is licensing for each application. Primary Usage of one of the applications listed above provides the licensed user with the right to use any or all of the other application Programs listed above for which Customer is licensed. Primary Usage does not provide Customer with the right to use other application Programs Including the extensions or options to the application Programs listed above, Processor: shall be defined as all processors where the Oracle Programs are installed and/or running. Programs licensed on a Processor basis may be accessed by Customer's internal users (including agents and contractors) and by third party users. For the purposes of counting the number of processors which require licensing, a multicore chip with "n" processor cores shall be counted as "n" processors. For the Healthcare Transaction Base program, only the processors on which Internet Application Server Enterprise Edition and this program are installed and/or running are counted for the purpose of determining the number of licenses required. For the iSupport, iStore and Configurator Programs, only the processors on which Internet Application Server (Standard Edition and/or Enterprise Edition) and the licensed program are running are counted for the purpose of determining the number of licenses required for the licensed program; under these licenses Customer may also Install and/or run the licensed program on the processors where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) Is installed and/or running. With respect to the Customer Data Hub program, in determining the number of licenses required, only processors on which both Oracle Database Enterprise Edition and the Customer Data Hub Program are running in production shall be counted. Professional User: Is defined as an individual authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. For the purposes of Order Management, Advanced Pricing and Purchasing. Professional Users are allowed to manually enter orders directly into these Programs but any orders transmitted or executed electronically (via EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing) must be licensed separately. Professional User -- External : is defined as an individual, who Is not Customer's employee, contractor or outsourcer, authorized by Customer to use the application Programs which arc installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. For the purposes of Order Management, Advanced Pricing and Purchasing, Professional Users — External are allowed to manually enter orders directly into these Programs but any orders transmitted or executed electronically (via EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing) must be licensed separately. Professional User 2003: is defined as an individual authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. Professional Users 2003 are allowed to manually enter orders directly into the Programs but any orders entered electronically into Order Management from other sources must be licensed separately. Professional User 2003 — External: is defined as an individual, who Is not Customer's employee, contractor or outsourcer, authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given lime. Professional Users 2003 — External are allowed to manually enter orders directly into the Programs but any orders entered electronically from other sources must be licensed separately. SLJAdof V060704 us Page 4 of 7 Program Documentation: is defined as the program user manual and program installation manuals. Purchase Line: is defined as the total number of purchase line items processed by the application during a 12 month period. Multiple purchase lines may be created on either a requisition or purchase order or may be automatically generated by other Oracle Application Programs. For iProcurement, Purchase Lines are counted as all line Items on an approved requisition created in 'Procurement, For Purchasing Intelligence, Purchase Lines are counted as the line items on purchase orders processed through this application. This does not include communication on the same purchase order. For each application, Customer may not exceed the licensed number of Purchase Lines during any 12 month period unless Customer acquires additional Purchase Line licenses ftom Oracle. Customer may acquire a different number of Purchase Line licenses for each program (the number of Purchase Lines for 'Procurement could be a smaller number than for Purchasing Intelligence). $M in Revenue: is defined as one million U.S. dollars in all income (interest income and non interest income) before adjustments for expenses and taxes generated by Customer during a fiscal year. RosettaNet Partner Interface Processes® (PIPs)j: are defined as business processes between trading partners. Preconfigured systemto-system XML-based dialogs for the relevant E-Rus€ness Suite Application(s) are provided.:Etach preconfigured PIP,:'. includes a business document with the vocabulary and a business process with the choreography ofthe message dialog. Service Order Line: is defined as the total number of service order entry line items processed by the program during a 12 month period. Multiple service order entry line items may be entered as part of an individual customer service order or quote. Customer may not exceed the licensed number of Service Order Lines during any 12 month period unless Customer acquires additional Service Order Line licenses from Oracle. Subscriber: is defined as (a) a working telephone number for all wircline devices; (b) a portable handset or paging device that has been activated by Customer for wireless communications and paging; (c) a residential drop or a nonresidential device serviced by a cable provider; or (d) a live connected utility meter . The total number of Subscribers is equal to the aggregate of all types of Subscribers. If Customer's business is not defined in the primary definition of Subscriber above, Subscriber is defined as each U.S. $ 1,000 increment of Customer's gross annual revenue as reported to the SEC in Customer's annual report or the equivalent accounting or reporting document. Suite: is defined as all the functional software components described in the product documentation. System: shall be defined as each distinct production database. Test, development, faIlover and standby databases are not required to be licensed as systems; however, Customer may run the Program on these databases. Technical Reference Manuals Technical Reference Manuals ("TRMs") are Oracle's confidential information. Customer shall use the TRMs solely for Customer's internal data processing operations for purposes of: (a) implementing applications Programs, (b) interfacing other software and hardware systems to the applications Programs and (c) building extensions to applications Programs. Customer shall not disclose, use or permit the disclosure or use by others of the TRMs for any other purpose. Customer shall not use the TRMs to create software that performs the same or similar functions as any of Oracle products. Customer agrees: (a) to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as Customer exercises to safeguard the confidentiality of Customer's most important confidential information or a reasonable degree of care, whichever is greater; (b) to maintain agreements with Customer's employees and agents that protect the confidentiality and proprietary rights of the confidential Information of third parties such as Oracle and instruct Customer's employees and agents of these requirements for the TRMs; (c) restrict disclosure of the TRMs to those of Customer's employees and agents who have a "need to know" consistent with the purposes for which such TRMs were disclosed; (d) maintain the TRMs at all times on Customer's premises; and (e) not to remove or destroy any proprietary or confidential legends or markings placed upon the TRMs. Oracle shall retain all title, copyright and other proprietary rights in the TRMs. TRMs are provided to Customer "as -is" without any warranty of any kind. Upon termination, Customer shall cease using, and shall return or destroy, all copies of the applicable TRMs. Technical Support For purposes of the Ordering Document, Technical Support consists of Software Updates, Product Support and/or other annual technical support services Customer may have ordered. If ordered, annual Technical Support (including first year and all subsequent years) Is provided under Oracle's Technical Support Policies in effect at the time the services are provided. The Technical 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 for supported programs during the period for which fees for Technical Support SLSAdef V06070_ue Page S of 7 have been paid. Customer should review the policies prior to entering into the Ordering Document for the applicable services. Customer may access the current version of the Technical Support Policies at http://oracle.com/contracts. Technical support is effective upon shipment, or if shipment is not required, upon the Effective Date of the Ordering Document. ify our order was placed through the Oracle Store, the Effective Date is the date your order was accepted by Oracle. 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 and second renewal years the fee for Software Updates or Product Support will not increase by more than 4% over the prior year's fees. if Customer's order is fulfilled by a member of Oracle's partner program, the fee for Software Updates or Product Support for the first renewal year will be the price quoted to Customer by your partner; the fee for Software Updates or Product Support for the second renewal year will not increase by more than 4 % over the prior year's fees. If Customer decides to purchase Technical Support for any license within a license set, Customer Is required to purchase Technical; Support at the same level for•all• licenses within that license set.' Customer may .desupport a subset of. licenses in a . • license set only if Customer; agrees to ternii: ate that subset of licenses,' The Technical Support fees for the remaining licenses will'. " be priced In accordance with the Technical Support Policies In effect at the time of termination. Oracle's license set definition Is' available in the current Technical Support Policies. If Customer decides not to purchase Technical Support, Customer may not update any unsupported program licenses with new versions of the Program. Oracle reserves the right to desupport its Programs or particular versions of its Programs. Customer will be notified in advance when Oracle determines that a Program is to be desupported. Such desupport notices, which are posted at Oracle's customer support web site, MetaLink (or Oracle's then current customer support web site), contain desupport dates, information about availability of Extended Support and Extended Maintenance Support and information about migration paths for certain features. The desupport notices are subject to change; Oracle will provide updated desupport notices on MetaLink (or Oracle's then current customer support web site) as necessary. Trainee: is defined as an employee, contractor, student or other person who Is being recorded by the program. Workstation: is defined as the client computer from which the Programs arc being accessed, regardless of where the Program is installed. Term Desieneticq if Customer's Program license does not specify a term, the Program license is perpetual and shall continue unless terminated as otherwise provided In the Agreement. 1, 2, 3, 4, 5 Year Terms: A Program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the Effective Date of the order and shall continue for the specified period. At the end of the specified period the Program license shall terminate. 1 Year Hosting Term: A Program license specifying a 1 Year Hosting Term shall commence on the Effective Date of the order and shall continue for a period of 1 year. At the end of the 1 year the Program license shall terminate. A Program license specifying a 1 Year Hosting Term may only be used for providing internet hosting services. 1 Year Oracle Hosted Term: A Program license specifying a 1 Year Oracle Hosted Term shall commence on the Effective Date of the order and shall continue for a period of 1 year. At the end of the 1 year the Program license shall terminate. A Program license specifying a 1Year.Oracle Hosted Term must be hosted by Oracle.com via Computer and Administration services. 1 Year Subscription: A Program license specifying a 1 Year Subscription shall commence on the Effective Date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate. Licensing Rule 1Fallovele Customer's license for the Oracle Database (Enterprise Edition, Standard Edition or Standard Edition One) includes the right to run the database on an unlicensed spare computer in a failover environment for up to a total of ten separate days in any given calendar year. Any use beyond the right granted in the previous sentence must be licensed separately and the same license metric must be used when licensing the Oracle Database. SLSAdef V060704_us Page 6of7 Testing: For the purpose of testing physical copies of backups, Customer's license for the Oracle Database (Enterprise Edition. Standard Edition or Standard Edition One) includes the right to run the database on en unlicensed computer for up to four times, not exceeding 2 days per testing, in any given calendar year. Customer is responsible for ensuring that the following restrictions are not violated: • Oracle Database Standard Edition may only be used on machines which have the ability to run a maximum of four processors or on a cluster of machines supporting up to a maximum of four processors per cluster. • Oracle Standard Edition One may only be used on machines which have the ability to run a maximum of two processors. • The number of TRACE licenses (Rdb Server Option) must match the number of licenses of the associated database. • The number of Diagnostics Pack and/or Configuration Management Pack licenses must match the number of licenses of the associated Internet Application Server Program (Enterprise Edition, Standard Edition or Java Edition). The number of Identity Management licenses must match the number of licenses of the associated Internet Application Server Standard Edition Program. Application licensing prerequisites as specified in the Applications Licensing Table which may , be accessed at http://oracie.com/contracts. ' If'Custoiner purchases Named User Plus licenses for the Programs listed below, Customer mist maintain the following user minimums and user maximums: • Program • Named User Minimum Oracle Database Enterprise Edition 25 Named Users Plus per Processor Rdb Enterprise Edition 25 Named Users Plus per Processor CODASYL DBMS 25 Named Users Plus per Processor Message Broker 10 Named Users Plusyer Processor TopLink 10 Named Users Plus per Processor Internet Application Server Java Edition 10 Named Users Plus per Processor Internet Application Server Standard Edition 10 Named Users Plus per Processor Internet Application Server Enterprise Edition 10 Named Users Plus per Processor Program Named User Plus Maximum Personal Edition 1 Named User Plus per database The number of licenses for the Programs listed below must match the number of licenses of the associated database and if Customer purchases Named User Plus licenses for these Programs, Customer must maintain, at a minimum, 25 Named Users Plus per Processor per associated database: Real Application Clusters, Partitioning, CLAP, Data Mining, Spatial, Advanced Security, Label Security, Diagnostics Pack, Tuning Pack, Change Management Pack, Configuration Management Pack SLSAde( Ve60704_u Page 7of7 Program Oracle Database Enterprise Edition Enterprise Edition Enterprise Edition Options Real Application Clusters Real Application Clusters Spatial Spatial Enterprise Managers Diagnostics Management Pack Diagnostics Management Pack Tuning Management Pack Tuning Management Pack Change Management Pack Change Management Pack Internet Application Servers Enterprise Edition Enterprise Edition Tools Internet Developer Suite Discoverer Desktop Edition Financials Balanced Scorecard E-Business Suite Professional User Employee User E-BusinessSuite Add-Ons Sourcing Paj,Dll iReement Tutor Vertical Applications Grants City of Miami em 1358668 License Type Named User Plus Processor Named User Plus Processor Named User Plus Processor Named User Plus Processor Named User Plus Processor Named User Plus Processor Named User Plus Processor Price Hold E>drbit First Year Product First Year Software Quantity Net License Fee Support Fee Updates Fee i 1 1 1 1 1 1 1 1 1 1 1 Named User Plus 1 Named User Plus 1 Employee 1 Professional User 1 Employee User Application User Person Person 1 1 1 Application User 1 $360.00 $18,000.00 $180.00 $9,000.00 $90.00 $4,500.00 $27.00 $1,350.00 $27.00 $1,350.00 $27.00 $1,350.00 $180.00 $9,000.00 52,250.00 $450.00 $17.96 $756.00 $75.60 $3,780.00 $11.34 $945 $755.06 $25.20 $1,289-00 $12.60 5630.00 $6.30 $315.00 $1.89 $94.50 $1,89 $94.50 -$1.89 $94.50 $12.60 $630.00 $157:50 $31.50 $126 S52.92 -$529 $264:60 50.79 toss $52.85 $54.00 $2,700.00 $27.00 $1,350.00 $13.50 $675.00 $4.05 $202.50 $4.05 $20250 $4.05 $202.50 $27.00 $1,350_00 $337.50 $67.50 $2.69. $113.40 $11.34 $567.00 $1.70 $1.42 $113.26 E-Business Suite Exhibit . f'� •':•,•:.c ':Pf::'. ... � ry... .......:... . .. tin" �'t';P�i`.•.,'c q, .�.� _... i'ti••.d .:. ... rraj¢rana� •°�..... _ ... ... . � : ,• Marketing Marketing, Trade Management Sales TeleSales, Field Sales, Quoting, Incentive Compensation Order Management and Logistics . Order Management, Inventory Management, Advanced Pricing, Configurator, Mobile Supply Chain Applications, Warehouse ..Management .: . • ., . . . ! . .. • Procurement ' . • ',•' Purchasini, E-Business lntelligence,•lSupplier Portal '' Manufacturing Discrete Manufacturing, Flow Manufacturing, Process Manufacturing Maintenance Management Enterprise Asset Management Service iSupport, TeleService, Field Service, Advanced Scheduler, Mobile Field Service, Depot Repair Contracts Service Contracts, Project Contracts Projects Project Costing, Project Billing, Project Resource Management Product Lifecycle Management CADView 3D Financial Financials, Advanced Collections, Treasury, Financials & Sales Analyzers, E-Business Intelligence HR Applications Human Resources, Self -Service HR , Advanced Benefits, HR Intelligence Interaction Center Advanced Inbound Telephony, Advanced Outbound Telephony, Scripting, eMail Center Other Customer Model Customer Data Librarian Employee iProcurement,'Support, Internet Time, Internet Expenses, iReceivables, Self -Service HR, Training Administration, Customers Online Table B ":Cra$Qg0 i.• ':'Y.'i ra Employee (Procurement, iSupport, Internet Time, Internet Expenses, iReceivables, Self -Service HR, Training Administration, Customers Online Table C Electronic Orders iStore, Order Management, Inventory Management, Release Managcment,Advanced Pricing, Configurator, Purchasing Mynotiacom The Administrative and Operations Arm of Florida's Government DEPARTMENT OF MANAGEMENT SERVICES JED BUSH, GOVHRNOR CERTIFICATION OF CONTRACT TITLE: Computer Software: Oracle Software CONTRACT NO.: 252-002-00-1 • BID NO.: Negotiated EFFECTIVE: May 26, 2000 through May 25, 2003 1ST RENEWAL: May 26, 2003 through May 25, 2004 2ND RENEWAL: May 26, 2004 through May 25, 2005 (Rev 29 April 03) SUPERSEDES: 252-002-97-1 CONTRACTOR(S): Oracle Corporation (A) WILLIAM S. SIMON, Sl3CRIITARY Suite 315 A. AUTHORITY - Upon affirmative action taken by the State of Florida Department of Management Services on May 26, 2000, a contract has been executed between the State of Florida and the designated contractors. B. EFFECT - This contract was entered into to provide economies in the purchase of Oracle Software, Maintenance and Implementation Services by all State of Florida agencies and institutions. Therefore, in compliance with Section 287.042, Florida Statutes, all purchases of these commodities shall be made under the terms, prices, and conditions of this contract and with the suppliers specified. C. ORDERING INSTRUCTIONS - All purchase orders shall be issued in accordance with the attached ordering instructions. Purchaser shall order at the prices indicated, exclusive of all Federal, State and local taxes. All contract purchase orders shall show the State Purchasing contract number, product number, quantity, description of item, with unit prices extended and purchase order totaled. (This requirement may be waived when purchase is made by a blanket purchase order.) ST RIP PURCI tAS1NG • 4050 ESPLANADE WAY • TN.MHASSEE, FLORIDA 32399-0950 • TRI.1 '110NE B50-488.8440 • FAX: 850.414.6122 D. CONTRACTOR PERYORMANCE - Agencies shall report any vendor failure to perform according to the requirements of this contract on Complaint to Vendor, form PUR 7017. Should the vendor fail to correct the problem within a prescribed period of time, then form PUR 7029, Request for Assistance, is to be filed with this office. E. SPECIAL AND GENERAL CONDITIONS - Special and general conditions are enclosed for your information. Any restrictions accepted from the supplier are noted on the ordering instructions. F. CONTRACT APPRAISAL FORM - State Contract Appraisal, form PUR 7073 should be used to provide your input and recommendations for improvements in the contract to State Purchasing for receipt no later than 90 days prior to the expiration date of this contract. Authorized Signature. Date Sp/mej Attachments CONTRACT ADMINISTRATOR FOR ANY QUESTIONS, SUGGESTIONS, OR CONTRACT SUPPLIER PROBLEMS WHICH MAY ARISE SHALL BE BROUGHT TO THE ATTENTION OF: STU POTLOCK PHONE: (850) 488-1086 SUNCOM 278-1086 E-MAIL: pot oes(i dms statenus• • (Rev 29 April 04) SPECIAL CONDITIONS PURPOSE The purpose of this Negotiation is to establish a 36 month contract for the purchase of Oracle Software by all State of Florida agencies and, other eligible users in accordance with the following Eligible Users paragraph. It is anticipated that the contract will be effective from June 1, 2000 through May 31, 2003. ELIGIBLE USERS Under Florida Law use of State contracts shall be available to political subdivisions (county, local county board of public instruction, municipal, or other Iocal public agency or authority) State Universities and private non-profit, educational facilities as defined in Section 240,605 F.S. and the Commission for the Transportation Disadvantaged as defined in Section 287-042 (2)(a). OPTIONAL CONTRACT USAGE • In addition to the eligible users referenced above .with the consent of the successful) respondents) purchases may be made under the terms and conditions of this Negotiation, by government entities 16cated outside the State of Florida. Appropriate governmental entities' purchasing laws, rules and regulations shall apply to purchases made under this contract. ESTIMATED QUANTITIES It is anticipated that the State of Florida agencies, and other eligible users, will expend approximately $3,000,000 under any contract resulting from this Negotiation. These estimated figures are given only as a guideline for preparing your Negotiation response and should not be construed as representing actual figures under the contract. SPECIAL ACCOMMODATIONS Any person requiring a special accommodation at Division of Purchasing because of a disability should call Division of Purchasing at (850) 488-8440 at least five (5) workdays prior to any meeting. If you are hearing or speech impaired, please contact the Division by using the Florida Relay Service, which can be reached at 1 (800) 955-8771 (TDD). SPECIAL SALES OFFERS All purchases made from State contracts by eligible users must be in strict adherence to all terms, conditions and prices contained therein; therefore, all contract suppliers and their representatives are required to present any "special" price proposals directly to Division of Purchasing, SALES. PROMOTIONS It is understood that sales promotions may occur during the term of the contract that will lower the prices of some products for the period of the sales promotion. Any such reduction shall appear on the using agency invoices. Sale pricing shall be made available to all users of the contract, with the exception of sale pricing involving education prices. The contractor to Division of Purchasing shall document sales promotions in writing. Contractor shall specify start and ending dates of the sales promotion. Division of Purchasing will not accept sales promotions specifying limited quantities or closeouts. DELIVERY REQUIREMENTS All prices offered shall include delivery to purchaser within 30 days. 3 NOTICE TO CONTRACTOR The employment of unauthorized aliens by any contractor is considered a violation of section 247A(e) of the Immigration and Nationalization Act. If the contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the contract. PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in f.s. 287.017 for CATEGORY TWO for a period of 36;months from the date of beingplaced on.the convicted vendor list, . AUTHORIZED DEALERS/DISTRIBUTORS AND/OR SERVICE LOCATIONS: On any contract where orders will be directed to Authorized Dealers/Distributors or listing Service Locations, this information shall be provided by the vendor as part of the negotiation package in hard copy. SURCHARGE FEE AND SUMMARY OF TOTAL SALES Division of Purchasing hereby imposes a vendor surcharge fee of .5% on contractors' sales under any contract resulting from this bid. The fee will be paid by the contractor and must be included in submitted prices and cannot be added as a separate item. Use of this contract will be optional by State Agencies. If a State Agency elects to purchase from a source other than the resulting State contract, such purchases shall be in accordance with Chapter 287, F.S., and 60A Florida Administrative Code. After receipt of payment from the contract purchases, all vendor surcharge fees shall be payable to the State of Florida no later than 15 days after the end of each quarter. Vendor surcharge fee and contract number should be noted on the check and remitted to: State of Florida Department of Management Services P.O. Box 5438 Tallahassee, FL 32314-5438 Contract supplier shall furnish Division of Purchasing a detailed summary of sales at the end of each quarter. By submission of these Sales Summary reports and corresponding vendor surcharge deposits, the contractor(s) is certifying their correctness. All such reports and fee deposits shall be subject to audit by the State of Florida, Summary information shall be provided each quarter and shall include the following. A. State Contract Number B. Identity of purchaser C. Type of software sold D. Total sales of software/New license sales per quarter and year-to-date E. Total sales of upgrade (maintenance)releases and upgrades purchased per quarter and year-to-date F. Total sales per quarter and year-to-date Failure to comply with these requirements will result in the contract supplier being found in default, in which case any and all re -procurement costs and all outstanding vendor surcharge fees may be charged against the defaulting contractor and may result in immediate, unilateral cancellation of your contract by Division of Purchasing. 4 PRICE LISTS On any contract where pricing is based on a Manufacturer's or Dealer's published price list (net or discounted), the price list must be provided by the respondent as part of the package in hard copy, and on a 3.5 inch diskette as a Word or Excel document. Any subsequent revisions shall be submitted in the same format to Division of Purchasing Contract Administrator, for review and approval prior to implementation. Updates may be submitted by e-mail or diskette. The Contract resulting from this negotiation will become a public document. The State of Florida, Division of Purchasing is using the Florida Communities Network (FCN) on the Internet World Wide Web (WWW) to distribute State Term Contracts and product information. Each Contract Vendor shall develop and maintain a State Contract Web Page on the Internet WWW to post • the.State Contract prices.This site must be dedicated to:the State of Florida Contract.:. Access to the site and its information cannot be•password protected.:The Page Must be.coinpatible with•the Most recent version of browser'software being used by Division of Purchasing. As of the writing of this solicitation, Netscape• Navigator 3.0 is the Division of Purchasing Browser standard. Division of Purchasing intends to upgrade to a new browser version as it becomes available and fully tested, at its discretion. State Contract Page must be as follows: > Solely for current contract pricing ➢ Additional links or information may be placed on the left edge of the screen to access additional product literature, the vendor's home page, the history of the company, etc. ➢ The center of the screen contains information and pricing that relates to only the terms on the contract being served. ➢. The Universal Resource Locator (URL) for the Internet Page must be supplied to Purchasing prior to the implementation of the contract. Failure to follow the above specifications as required in this section will be grounds for the link being broken from the State Contract and may be grounds for removal from the contract. WARRANTY Please refer to the Warranty Clause in the Software License and Services Agreement. YEAR 2000 COMPLIANCE WARRANTY: For purposes of this Year 2000 warranty, the team "Product shall include software, firmware, microcode, hardware and embedded chip technology. Vendor warrants that the Product is Year 2000 Compliant. All versions of the Product offered by the vendor and purchased by the State, for which Vendor is obligated to provide maintenance service are, and in the future, will be, Year 2000 Compliant. Year 2000 Compliant means the Product will include the ability to: consistently handle date information before, during, and after January 1, 2000, including accepting date input providing date output, and processing dates; function before, during and after January 1, 2000, without the need for program changes caused by the advent of the new century; properly handle all date related information before and following Jan 1, 2001, including but not limited to accurate and reliable performance in processing date and date related data, including calculating, comparing and sequencing; properly process any and all date calculations before, on and after the leap year date of February 29, 2000 and store and provide output of date information in ways that are unambiguous as to century. 5 The duration of this warranty and the remedies available to the State for breach of this warranty shall be as defined in, and subject to, the terms and limitations of any general warranty provisions of this contract, provided that notwithstanding any provision to the contrary in such warranty provision(s), or in the absence of any such warranty provision(s), defects in the Product with regard to Year 2000 Compliance, if any, will be corrected by Vendor at Vendor's cost within a timeframe mutually agreed upon with the State. Vendor cannot be held responsible for errors resulting from devices or systems external to this contract which are permitted to directly access any database provided under this Agreement and overwrite Product date fields or from the users improper integration of non -Year 2000 Compliant systems. Nothing in this warranty shall be construed to limit any rights or remedies the State may otherwise have under this contract with respect to defects other than Year 2000 performance. REMEDY CLAUSE: lit the event of any decrease in productfunctionality.related to time and date related codes and internal . subroutines that impede thehardware or software programs from Operating beyond,the Millennium Date; Change; Licensors and Vendors of Licensors products, agree to immediatelymake required correctiot}s to restore hardware and software programs to the same level of functionality as warranted herein at no charge to the licensee, and without interruption to the ongoing business of licensee, time being of the essence. RESELLERS; All products bid under this bid/contract will be Year 2000 compliant, Year 2000 Compliant means the Product will include the ability to; consistently handle date information before, during, and after January 1, 2000, including accepting date input, providing date output, and processing dates; function before, during and after January 1, 2000, without the need for program changes caused by the advent of the new century; properly handle all date related information before and following January 1, 2001, including but not limited to accurate and reliable performance in processing date and date related data, including calculating, comparing and sequencing; properly process any and all date calculations before, on and after the leap year date of February 29, 2000 and store and provide output of date information in way that are unambiguous as to century. Resellers may provide a "pass through warranty" from the manufacturers/software developer, which meets all the warranty requirements by the State, and which shall include all other warranties provided by the manufacturer or software developer. Reseller shall be responsible for warranty assurance, assistance, enforcement and any other actions or remediation, required to satisfy warranty requirements. FORCE MAJEURE Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control. LIMITATION OF REMEDIES Contractor's entire liability and the State's exclusive remedy shall be as follows: In all situations involving performance or non-performance of machines or programming (other than licensed programs) furnished under this Agreement, the State's remedy is (a) the adjustment or repair of the machine or replacement of its parts by Contractor, or at Contractor's option, replacement of the machine or correction of programming errors, or (b) if, after repeated efforts, Contractor is unable to install the machine or a replacement machine, model upgrade or feature in good working order, or to restore it to good working order, or to make programming operate, all as warranted, the State shall be entitled to recover actual damages to the limits set forth in this Special Condition. For any other claim concerning performance or non-performance by Contractor pursuant to, or in any other way related to the subject matter of, this Agreement or any order under this Agreement, the State shall be entitled to recover actual damages to the limits set forth in this Special Condition: 6 If this contract is for purchase of machines, then the following shall apply. Contractor's entire liability for damages to the State for any cause whatsoever, and regardless of form of action, whether in contract or in tort including negligence, shall be limited to the greater of $100,000 or the appropriate price stated herein for the specific machines that caused the damages or that are the subject matter of or are directly related to the cause of action. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in the General Condition 14 entitled "Patents and Royalties", or to (b) claims for re -procurement costs or the cost of cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal injury or damage to real or tangible personal property caused by Contractor's negligence or tortious conduct. If this contract is for the purchase of hardware maintenance services, then the following shall apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause • whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, .shall,be_ • limited. to actual damages• up to the greater 'of $100,000 or an amount equal. to 12 months. maintenance charges for the specific machines under this Agreement that caused the damages or that are the subject matter of, or are directly related to, the cause of action. Such maintenance charges will be those in effect for the specific machines when the cause of action arose. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to (b) claims for re -procurement costs or costs to cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal property caused by the Contractor's negligence or tortious conduct. If this contract is for purchase of software maintenance services, then the following shall apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance charges for the specific software product under this Agreement that caused the damages or that are the subject matter of, or are directly related to, the cause of action. Such maintenance charges will be those in effect for the specific software product when the cause of action arose. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties", or to (b) claims for re -procurement costs or the cost of cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal property caused by Contractor's negligence or tortious conduct. If this contract is for services other than hardware or software maintenance, then the following shall apply: Contractor's entire liability and the state's exclusive remedy for damages to the state for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actual damages up to the greater of $100,000 or an amount equal to the charges invoiced for the services which are the subject matter of, or are directly related to, the cause of action. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in "Patents and Royalties" or to (b) claims for reprocurement costs or costs to cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the Department for personal injury or damage to real property or tangible personal property caused by the Contractor's negligence or tortious conduct If this contract is for the acquisition of licensed programs, including personal computer licensed programs, then the following shall apply: Contractor's entire liability and the State's exclusive remedy shall be as follows: in all situations involving performance or non-performance of licensed programs furnished under this Agreement, the State's remedy is (1) the correction by the Contractor of licensed program defects, or (2) if, after repeated efforts, the Contractor is unable to make the licensed program operate as warranted, the State shall be entitled to recover actual damages to the limits set forth in this section. 7 For any other claim concerning performance or non-performance by the Contractor pursuant to, or in any way related to, the subject matter of this Agreement the State shall be entitled to recover actual damages to the limits set forth in this section. Contractor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to the greater of $100,000 or the one time charges paid for, or any monthly license or initial license charges which would be due for 12 months use of the licensed program that caused the damages or that is the subject matter of, or is directly related to, the cause of action and shall include any initial or process charges paid to the Contractor. This limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled,"Patents and Royalties" or to (b) claims for re -procurement costs or the cost of cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal. injury or damage to real or tangible personal property caused by the Contractor's negligence or tortious conduct, Contractor shall hold and save the State harmless for anyand'af,l suits.and Judgments. against the State for personal injury or damage to real or tangible personal property caused by Contractor's tortious conduct in the, performance of this Agreement provided that, (a) the State promptly notifies Contractor in writing of any claim, and (b) Contractor shall be given the opportunity, at its option, to participate and associate with the State in the control, defense and trial of any claims and any related settlement negotiations and, provided further, that with respect to any claim, or portion thereof, for which Contractor agrees at the initiation of such claim that Contractor shall save and hold the State harmless, Contractor shall have the sole control of the d ferise trial and any related settlement negotiations, and (c) the State fully cooperates with Contractor in the defense of any claim. In no event, however, will Contractor be liable for (a) any damages caused by the State's failure to perform the State's responsibilities, or for (b) any lost profits or other consequential damages, even if Contractor has been advised of the possibility of such damages, or for (c) any claim against the State by any other party, except as provided in the hold harmless provision of the preceding paragraph of this Special Condition and except as provided in the General Condition entitled "Patents and Royalties", or for (d) any damages caused by performance or non-performance of machines or programming located outside the United States or Puerto Rico. OUtLITY ASSURANCE The contractor, during the contract term, upon mutual agreement, will provide reasonable travel and lodging accommodations for one (1) to three (3) government employees to perform an on site inspection of the manufacturing process(es) and review of the manufacturer's product quality control(s) and total quality management programs(s). The contractor will reimburse the State for actual transportation cost, per diem and incidental expenses as provided in, Section 112.061, Florida Statutes. It is the State's desire that the contractor provides demonstration of quality control for improvement rather than postproduction detection. VISA ACCEPTANCE The State of Florida has implemented a purchasing card program, using the Visa platform. Vendors may receive payment from state agencies by the purchasing card in the same manner as other Visa purchases. Visa acceptance is mandatory but is not the exclusive method of payment. Please indicate your ability to accept Visa in the space provided on the Ordering Instruction sheet of the bid. RENEWAL Division of Purchasing reserves the option to renew the period of this contract, or any portion thereof, for an additional term not to exceed the original contract period. Renewal of the contract period shall be by mutual agreement in writing. 8 DISTRIBUTION OF CERTIFICATION OF CONTRACT One (I) copy of the Certification of Contract shall be furnished to each contractor as a result of this bid. No additions, deletions or changes of any kind shall be made to this certification by the contractor without prior approval of Division of Purchasing. ORDER OF PRECEDENCE If there is a conflict between the Oracle Inc, Agreement and the provisions of the General and Special Conditions then the General and Special Conditions shall take precedence and govern, except where specifically amended by this Agreement. 9 ORACLE SOFTWARE LICENSE AND SERVICES AGREEMENT This Software License and Services Agreement ("Agreement") is between Oracle Corporation ("Oracle") and the Customer identified below. The terms of this Agreement shall apply to each Program license granted and to all services provided by Oracle under this Agreement, which will be identified on one or more Order Forms. I. DEFINITIONS 1.1. "Program" means the software in object code form distributed by Oracle for which Customer is granted a license pursuant to this Agreement, and the media, Documentation and Updates therefor. 1:2.: "Documentation" means the user guides and manuals for installation and use of the Prograiii software.. • ' Documentation' is provided in whatever form: is generally available. : . 1.3. "Update" means a subsequent release of the Program which Oracle generally makes available for Program licenses at no additional license fee other than media and handling charges, provided Customer has ordered Technical Support for such licenses for the relevant time period. Update shall not include any release, option or future product which Oracle licenses separately. 1.4. "Order Form" means the document in hard copy or electronic form by which Customer orders Program licenses and services, and which is agreed to by the parties. The Order Form shall reference the Effective Date of this Agreement. 1.5. "Designated System" means the computer hardware and operating system designated on the relevant Order Form. 1.6. "Technical Support" means Program support provided under Oracle's policies in effect on the date Technical Support is ordered. 1.7. "Commencement Date" means the date on which the Programs are delivered by Oracle to Customer, or if no delivery is necessary, the Effective Date set forth on the relevant Order Form. 1.8, "Services" means Technical Support, training, or consulting services provided by Oracle to Customer under this Agreement. II. PROGRAM LICENSE 2.1. RIghts Granted A. Oracle grants to Customer a nonexclusive license to use the Programs specified on an Order Form under this Agreement as of the Commencement Date, as follows: i. to use the Programs solely for Customer's operations on the Designated System or on a backup system if the Designated System is inoperative, consistent with the use limitations specified or referenced in this Agreement, an Order Form, or the Documentation. Customer may not relicense, rent or lease the Programs or use the Programs for third -party training, commercial time-sharing or service bureau use; 10 ii. to use the Documentation provided with the Programs in support of Customer's authorized use of the Programs; iii. to copy the Programs for archival or backup purposes, and to make a sufficient number of copies for the use specified in the Order Form. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies; iv. to modify the Programs and combine them with other software products; and v. to allow third parties to use the Programs for Customer's operations so long as Customer ensures that use of the Programs is in accordance with the terms of this Agreement. Customer shall not copy, Or use the Programs (including the Documcntation}"except as specified m this Agreement or an Order Form; Customer shall have no right to use.,any;other software- program that may'bec; delivered with ordered Programs. B. Customer agrees not to cause or permit the reverse engineering, disassembly or decompilation of the Programs, except to the extent required to obtain interoperability with other independently created software or as specified by law. C. Oracle shall retain all title, copyright and other proprietary rights in the Programs. Customer does not acquire any rights, express or implied, in the Programs, other than those specified in this Agreement. 2.2. Transfer and Assignment A. Customer may transfer a Program license within its organization upon notice to Oracle; transfers are subject to the terms and fees specified in Oracle's transfer policy in effect at the time of the transfer. B. Customer may not assign this Agreement or transfer a Program License to a legal entity separate from Customer without the prior written consent of Oracle. Oracle shall not unreasonably withhold or delay such consent. 2.3. Verification At Oracle's written request, not more frequently than annually, Customer shall furnish Oracle with a signed certification verifying that the Programs are being used pursuant to the provisions of this Agreement and applicable Order Forms. Oracle may audit Customers use of the Programs. Any such audit shall be conducted during regular business hours at Customers facilities and shall not unreasonably interfere with Customer's business activities. If an audit reveals that Customer has underpaid fees to Oracle, Customer shall be invoiced for such underpaid fees. Audits shall be conducted no more than once annually. III. TECHNICAL SERVICES 3.1. Technical Support Services Technical Support. services ordered by Customer will be provided under Oracle's Technical Support policies in effect on the date Technical Support is ordered. 3.2. Consulting and Training Services 11 Oracle will provide consulting and training services agreed to by the parties under the terms of this Agreement. All consulting services shall be billed on a time and materials basis unless the parties expressly agree otherwise in writing. 3.3. Incidental Expenses For any on -site services requested by Customer, Customer shall reimburse Oracle for actual, reasonable travel and out-of-pocket expenses incurred. IV. TERM AND TERMINATION 4.1. Term . •If not otherwise specified on the Order Form,'this•Agreemetit•arid each•Pragram.license granted under.. this Agreement shall continue.perpetualty; .unless tertriinated under this Article. IV: 4.2. Termination by Customer Customer may terminate any Program license at any time; however, termination shall not relieve Customer's obligations specified in Section 4.4. 4.3. Termination by Oracle Oracle may terminate this Agreement or any license upon written notice if Customer materially breaches this Agreement and fails to correct the breach within 30 days following written notice specifying the breach. 4.4. Effect of Termination Termination of this Agreement or any license shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer's obligation to pay all fees that have accrued or are otherwise owed by Customer under any Order Form. The parties' rights and obligations under Sections 2.1.8, 2.1 .C, and 2.2,8, and Articles IV, V, VI and VII shall survive termination of this Agreement. Upon termination, Customer shall cease using, and shall return or destroy, all copies of the applicable Programs. Y: ' INDEMNITY, WARRANTIES, REMEDIES Infringement Indemnity Oracle will defend and indemnify Customer against a claim that the Programs infringe a copyright or patent or other intellectual property right, provided that: (a) Customer notifies Oracle in writing within 30 days of the claim; (b) Oracle has sole control of the defense and all related settlement negotiations; and (c) Customer provides Oracle with the assistance, information and authority necessary to perform Oracle's obligations under this Section. Oracle will reimburse Customer's reasonable out-of-pocket expenses incurred in providing such assistance. Oracle shall have no liability for any claim of infringement based on use of a superseded or altered release of Programs if the infringement would have been avoided by the use of a current unaltered release of the Programs which Oracle provides to Customer. If the Programs are held or are believed by Oracle to infringe, Oracle shall have the option, at its expense, to (a) modify the Programs to be noninfringing; or (b) obtain for Customer a license to continue using the 12 Programs. If it is not commercially reasonable to perform either of the above options, then Oracle may terminate the license for the infringing Programs and refund the license fees paid for those Programs. This Section 5.1 states Oracle's entire liability and Customer's exclusive remedy for infringement. 5.2. Warranties and Disclaimers A. Program Warranty Oracle warrants for a period of one year from the Commencement Date or the date of acceptance of the product that each unmodified Program will perform the functions described in the Documentation. (Rev 27 Oct 00) B. Media Warranty Oracle warrants the tapes, diskettes or, other.media to be free of defects in materials and workmanship under, normal use for.90 days front the Comrencement Date: C. Services Warranty Oracle warrants that its Technical Support, training and consulting services will be performed consistent with generally accepted industry standards. This warranty shall be valid for 90 days from performance of service. D. Disclaimers THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPR.,SS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Oracle does not warrant that the Programs will operate in combinations other than as specified in the Documentation or that the operation of the Programs will be uninterrupted or error -free. Pre -production releases of Programs and computer -based training products are distributed "AS IS." 5.3. Exclusive Remedies For any breach of the warranties contained in Section 5,2, Customer's exclusive remedy, and Oracle's entire liability, shall be; A. For Programs The correction of Program errors that cause breach of the warranty, or if Oracle is unable to make the Program operate as warranted, Customer shall be entitled to terminate the Program license and recover the fees paid to Oracle for the Program license. B. For Media The replacement of defective media returned within 90 days of the Commencement Date. C. For Services i The reperformance of the services, or if Oracle is unable to perform the services as warranted, Customer shall be entitled to recover the fees paid to Oracle for the unsatisfactory services. VI. PAYMENT PROVISIONS 6.1. Invoicing and Payment 13 All fees shall be due and payable 30 days from the invoice date. Customer agrees to pay applicable media and shipping charges. Customer shall issue a purchase order, or alternative document acceptable to Oracle, on or before the Effective Date of the applicable Order Form. 6.2. Taxes The fees listed in this Agreement do not include taxes; if' Oracle is required to pay sales, use, property, value-added or other taxes based on the licenses or services granted in this Agreement or on Customer's use of Programs or services, then such taxes shall be billed to and paid by Customer. This Section shall not apply to taxes based on Oracle's income. VII. GENERAL TERMS 7.1. Nondisclosure •.• '.. • By virtue of this Agreement, the parties. may have access to information that is.confidential.to one another ,.. ("Confidential Information"). Confidential Information shall be limited to the Programs, the terms and pricing under this Agreement,. and all information clearly identified as confidential. A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. Customer shall not disclose the results of any benchmark tests of the Programs to any third party without Oracle's prior written approval. The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of two years after termination of this Agreement. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. 7.2. Governing Law This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California. 7.3. Jurisdiction Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco or San Mateo County, California. Oracle and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. 7,4 Notice All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the first address listed in the relevant Order Form (if to Customer) or to the Oracle address on the Order Form (if to Oracle). To expedite order processing, Customer agrees that Oracle may treat documents faxed try Customer to Oracle as original documents; nevertheless, either party may require the other to exchange original signed documents. 14 7.5 Limitation of Liability In no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages. Oracle's liability for damages hereunder shall in no event exceed the amount of fees paid by Customer under this Agreement, and if such damages result from Customer's use of the Program or services, such liability shall be limited to fees paid for the relevant Program or services giving rise to the liability. The provisions of this Agreement allocate the risks between Oracle and Customer. Oracle's pricing reflects this allocation of risk and the limitation of liability specified herein. 7.6. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 7.7. Waiver The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of Oracle's proprietary rights in the Programs, no action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued. 7.8. Export Administration Customer agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that neither the Programs nor any direct product thereof arc (1) exported, directly or indirectly, in violation of Export Laws; or (2) are intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. 7.9. Entire Agreement This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement, This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement and any Order Form shall supersede the terms in any Customer purchase order or other ordering document. This Agreement shall also supersede all terms of any unsigned or "shrinkwrap" license included in any package, media, or electronic version of Oracle -furnished software and any such software shall be licensed under the terms of this Agreement, provided that the use limitations contained in an unsigned ordering document shall be effective for the specified licenses. Executed by Oracle Corporation: John F Zettler Director, Senior Contracts Managers Oracle Service Industries Address: 500 Oracle Parkway, Redwood City, CA 15 AMENDMENT ONE to the AGREEMENT between STATE OF FLORIDA DEPARTMENT OF MANAGEMENT SERVICES and ORACLE CORPORATION This Amendment One hereby amends the Software License and Services Agreement (the "Agreement") between the State of Florida Department of Management Services ("Customer") and Oracle Corporation ("Oracle") with an Effective Date of April 1;, 2000 and the attached General Conditions. and Special • • Conditions as follows: ., 1. Section 2.3, Verification: The third sentence of the second paragraph is hereby revised to read " If an audit reveals that Customer has underpaid • fees to Oracle, Customer shall be invoiced for the underpaid fees; such fees shall be based on the Price List." 2. Section 3.2, Consulting and Training Services: Add to the end of the paragraph "Customer in its, reasonable discretion may request that Oracle remove a particular consultant or training instructor who is providing services under this Agreement if Customer reasonably believes that such consultant or training instructor is not providing services as warranted and Oracle, after notice, has been unable to resolve performance issues relative to such consultant or training instructor. Customer shall pay the costs of familiarizing the replacement consultant or training instructor with the project and Customer agrees that time deadlines and cost estimates, if any, may require adjustment as a result of replacing a consultant or training instructor." 3. Section 3.3, Incidental Expenses, is revised as following: "For any on -site services requested by Customer, Customer shall reimburse Oracle for reasonable travel and out-of-pocket expenses incurred, subject to the limitations of Florida Statute 112.061, Per Diem and Travel Expenses of Public Officers, Employees, and Authorized Persons." 4. Section 4.2, Termination by Customer, is revised to include the following as the last sentence of the clause: "Except that in the event of such termination by the State for Oracle's material breach, not corrected within 30 days following written notice specifying the breach, Oracle shall be paid for all delivered services and allowable related expenses incurred prior to the date of termination." 4. Section 5,2, Warranties and Disclaimers is revised to include the following sentence: "This does not override any other warranties contained in this contract.' 5. Section 6.1, Invoicing and Payment: The second sentence is hereby deleted and replaced by "All payments shall be subject to the Florida Prompt Payment Act." A fourth sentence is hereby included: "Customer, on a departmental basis, shall have blanket purchase orders in place, or issue individual purchase orders as required, on or before the Effective Date of the applicable Order Form." 6. Section 6.2, Taxes, is revised as follows: "The fees listed in this Agreement do not include taxes. Oracle acknowledges that Customer is exempt from paying taxes. Customer's tax exemption certificate shall be furnished with the relevant Order Form." 16 7. Section 7.I, Nondisclosure, is revised to add the following sentence: "Notwithstanding any terms to the contrary, disclosure of any confidential information received by the customer will be governed by the provisions of the Public Records Act, Chapter 119 Fla Statutes." 8. Section 7.2, Governing Law, is revised as follows: "This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Florida." 9. Section 7.3, Jurisdiction. Delete this provision in its entirety. 10. Section 7.7, Waiver. The second sentence is revised as follows: "No action, regardless of form, arising out of this Agreement may be brought by either party after the applicable Florida Statute of Limitations has expired." 11•.•The following clauses are hereby added to the Agreement Indemnity Oracle shall defend and indemnify the State of Florida against any liability, damage, or expense which the State of Florida may sustain, incur, or be required to pay, arising out of or in connection with claims for personal, bodily injury or wrongful death or damage to real or tangible personal property resulting froth any negligent act or omission of an Oracle employee acting within the scope of his/her employment in the performance of Services under this Agreement while on the State of Florida premises; provided that: (a) Oracle is notified in writing of any claim promptly after the State of Florida becomes aware of it; (b) Oracle has sole control of the defense of such claim and of all negotiations for its settlement or compromise; and (c) The State of Florida gives Oracle information reasonably available and assistance necessary to facilitate the settlement for defense of such claims and, to the extent permitted by law, the State of Florida makes any defenses available to it available to Oracle. Oracle's indemnity obligation under this clause shall be reduced to the extent by which the liability, damage, or expense results from the willful misconduct or the negligent act or omission of an employee(s), agent(s), or subcontractor(s) of the State of Florida, or a third party(ies). For the purpose of this clause, tangible personal property shall not include software, documentation, data, or data files nor shall the indemnity obligation stated in this clause apply to damages incurred by use of any software. Oracle's indemnity obligation, except that for personal bodily injury or wrongful death, shall be limited to the amount of the applicable Order. Oracle shall be entitled to all remedies available under Florida Law. In the event of a conflict between this indemnity provision and Florida Law, Florida Law will govern. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any act of God, or any government or governmental body, acts of the common enemy, the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control of such party. 17 10. With respect to the "Surcharge User Fee/Summary of Total Sales" clause of the Special Conditions, Oracle agrees to provide its Sales Summary quarterly, based on contract quarters, and to remit any applicable Surcharge Fee within fifteen (15) days of the close of such quarter. All other terms and conditions remain unchanged. The State of Florida Invitation to Negotiate ("ITN") (PUR7105 Rev.6198) and The State of Florida Special Conditions are hereby incorporated into this Agreement. In the event of conflict between the aforementioned documents and this SLSA, the order of precedence for control shall be as follows: 1. The State of Florida ITN, 2. The State of Florida Special Conditions and 3. The terms and conditions of the SLSA as amended. JOAN M. GEORGE VICE PRESIDENT, LEG ORACLE CORPORATION DISCOUNT AGREEMENT ADDENDUM This Discount Agreement Addendum ("Addendum") shall be governed by the terms of Agreement between the State of Florida ("Customer") and Oracle Corporation ("Oracle") with an Effective Date of April 1, 2000 (the "Agreement"), as amended. 1. Customer may acquire licenses for Programs based on the pricing and terms set forth in Section A or Section B and in the Ordering Procedures herein. 2. The Term of this Addendum shall be three (3) years from the Effective Date. Section A pricing is available only until May 31, 2000. Thereafter, the pricing in Section A shall terminate and Customer may purchase new Program Licenses and related Technical Support from the pricing set forth in Section B. . .'Ordering Procedures 3.1 A "License Set" shall be all licenses under a particular CSI or, in the case of Network Licenses and other multi -server situations, all licenses under the associated CSIs. All licenses in a License Set (including the associated support) must be based on a single pricing structure (i.e., either Section A or Section B). No mixing of pricing structures within a License Set is permitted. 3.2 The following ordering options are available to Customer: 3.2.1 Option #1: Existing License Set acquired utilizing Section A licensing practices with active Support Customer may acquire additional licenses as follows: (a) Place Order Form based on Section A while available(see Term above) (b) Place Order Form based on Section B (must migrate existing licenses as part of that order) Customer may acquire additional support as follows: (a) The Technical Support ordered shall be based on the same Section under which the licenses are acquired. 3.2.2 Option #2: Existing License Set acquired utilizing Section A licensing practices with lapsed Support Reinstate Support based on the prices and terms of Section A Renew Support/Add Licenses using the Option #1 guidelines set forth above. 3.2.3. Option #3: No Existing License Set: Customer may acquire new licenses as follows: (a) Place Order Form based on Section B, (b) Place Order Form based on Section A as available. Customer may acquire support as follows: (a) The Technical Support ordered shall be based on the same Section under which the licenses are acquired. 19 3.2.4 Option #4: Existing License Set acquired utilizing Section B licensing practices with Active Support: Customer may acquire near licenses as follows: (a) Place Order Form based on Section B. Customer may acquire support as follows: (a) The Technical Support ordered shall be based on the same Section under which the licenses are acquired. 3.2.5 Option #5: Existing License Set acquired utilizing Section B licensing practices with Lapsed Support: Reinstate Support based on the prices and terms.ofSection B Renew Support/Add Licensees .using the Option #4 guidelines set forth:above. 4. All Florida State governmental entities, political subdivisions and other authorized users of centralized State contracts (hereinafter referred to as "Eligible Users") may, obtain Programs and services through this Addendum. The parties agree that Agencies which have the right to license software hereunder and which have existing agreements with Oracle for the acquisition of Programs and services shall have the right to license additional Programs and purchase Technical Support Services, training and consulting services in accordance with the terms of this Agreement. Each Agency must, however, use either the Agreement or its existing agreement at any given time and not a combination of both. 5. When placing orders under this Addendum, Customer shall reference the State of Florida contract number. SECTION A 1. Customer may acquire Programs and Technical Support based on the terms and pricing set forth in the March 30, 1999 Pricing (as amended in July 1999 attached to Florida State Contract Number 252002971) through May 31, 2000. Thereafter, Customer may only acquire Programs based on Section B hereto. SECTION B 1. In addition to the Definitions set forth in Attachment A hereto, the following terms shall apply: 1.1 "Prjee List" is defined as Oracle's Pricing at Attachment B hereto. 2. Pricing 2.1 For the duration of the Term of this Addendum, Customer may acquire licenses for Programs appearing on the Price List and available in production release status on Customer computer hardware/operating system combinations as of the Effective Date of this Addendum at the following Program discounts: Transaction Band (Total Fees) Discount from Price List $0-100K 24.625% S100.2501( 26.635% 20 $250-735,294 31.660% 2.2 Total Fees as described above are equal to List License Fees plus List Support Fees based on Oracle pricing. 3. Technical Support 3.1 For the duration of the Tenn, Customer may- acquire Technical Support services for Programs as set forth in the Price List at Attachment B hereto. 3.2 A description of Oracle's current Technical Support policies are set forth at http ://oracle. con Vsupport • .3 :.:. Technical .Support services shall:: be paid :annually in arears. 4. Professional Services 4.1 Customer may purchase Oracle Professional Services at the fees set forth below: Sr. Vice President Area Vice President Regional Vice President Sr. Practice Director Sr. industry Director Practice Director Industry Director Practice Mgr. Industry Mgr. Technical Mgr. Managing Principal Sr. Principal Principal Engineer Sr. Engineer Staff Engineer Associate Engineer Administrative Assistant $402.00 $362.00 $339.00 $323.00 $323.00 $295.00 $295.00 $276.00 $276.00 $276.00 $236.00 $236.00 $205.00 $169.00 $146.00 $106.00 $ 43.00 Services shall be provided only- upon receipt of an Order Form and a mutually agreed upon statement of work. Professional Services shall be equal to the number of hours of service performed multiplied by the applicable rate, plus reasonable travel and living expenses. Customer acknowledges that above Professional Services are offered separately from any Program Licenses acquired under this Addendum. Customer understands that it has the right to acquire said Program licenses without acquiring Professional Services, and may acquire Professional Services without acquiring Program licenses. Education 5.1 For the duration of the Term, Customer may purchase Oracle education units at a price of $325 per Education Unit. 21 Attachment A Definitions DEFINITIONS AND GENERAL LICENSING RULES To fully understand your license grant, you need to review the definition for both the user metric and term designation which are listed below. Named User - Single Server: is defined as an individual authorized by the Customer to use the Programs which are installed on a single server, regardless of whether the individual is actively using the Program(s) at any given time. Named User - Multi Sen-er: is defined as an individual authorized by the Customer to use the Programs which are installedon multiple servers, regardless of whether the individual is. actively using the,Program(s) at .:.: • Power Unit - Intel: is defined as one hMz of power in each Intel/CISC or Intel/CISC compatible processor on which the Programs are run. The total number of Power Units - Intel is determined by adding together the number of MHz in all such processors. Power Unit - RISC: is defined as one MHz of power in each RISC or RISC equivalent processor (including Intel/RISC) on which the Programs are run. The total number of Power Units - RISC is determined by adding together the number of MHz in all such processors. Entry: is defined as a unique item (e.g., object, person, entity or item of information) stored within the Program(s). Replicated entries stored within the Program on multiple servers arc counted as a single entry. Suite: is defined as all the functional software components described in the product documentation. Computer or Workstation: is defined as the computer on which the Program(s) is installed and running. A Computer or Workstation license allows the Customer to use the licensed Program on a single specified computer. Read -Only User: is defined as an individual authorized by the Customer to run only queries or reports against Oracle Application Programs for which they have Read -Only User licenses. Module: is defined as each production database running the Program(s). 50M Bills Presented: is defined as 50 mullion bills or invoices delivered, presented and/or posted via the Internet using the Program. 500K Bills Paid: is defined as payment or payment authorization of 500 thousand bills via the Internet using the Program. Cost of Goods Sold: is defined as the total cost of inventory that a company has sold during their fiscal year. If Cost of Goods Sold is unknown to the Customer then Cost of Goods Sold shall equal 75% of total company revenue, Person: is defined as the profile for each individual actively managed by the Programs. Thus includes, but is not limited to, Customer employees, contractors and retirees, 22 Paid Person: is defined as an individual whose payment or payment calculations are generated by the Programs. The term Paid Person includes, but is not limited to, Customer employees, contractors, retirees, and other employees covered by workers compensation laws or regulations. Trainee: is defined as an employee, contractor, student or other person who is being trained. Employee: is defined as an active employee of Customer (note: The value of these applications is determined by the size of the active employee population and not the number of actual users. Therefore, all active employees. of Customer must be included when licensing these applications.) Call Center Employee: is defined as the number of employees and contractors in the Customer's call center. (note: The value of this application is determined by the size of the call center employee and contractor .. population. and not the number of actual users. Therefore, all call center employees and contractors of Customer'must be included when licensing these: applications) Target: is defined as a customer or prospect being targeted by the Customer at least once in a 12-month period through any marketing activity. Compensated Individual: is defined as an individual whose compensation or compensation calculations are generated by the Programs. The term Compensated Individual includes, but is not limited to, Customer employees, contractors, retirees, and any other Person. Field Technician: is defined as an engineer, technician, representative, or other Person who is dispatched using the Programs. TERM DESIGNATION If your Program License does not specify a term, the Program license is perpetual and shall continue unless terminated as otherwise provided in the Agreement. 4 Year Term: A Program license specifying a 4 Year Term shall commence on the Effective Date of the order and shall continue for a period of 4 years. At the end of the 4 Year Term, the Program license shall terminate automatically. 2 Year Term: A Program license specifying a 2 Year Term shall commence on the Effective Date of the order and shall continue for a period of 2 years. At the end of the 2 Year Term, the Program license shall terminate automatically. LICENSING RULES You are responsible for ensuring that the following user minimums are maintained per product: Program Oracle 8i Enterprise Edition Rdb Enterprise Edition CODASYL DBMS Application Server Standard Edition Minimum for Named User - Single Server or Named User - Multi Server i Named User per every 20 Power Units 23 Application Server Enterprise Edition Trusted Oracle Enterprise Edition Forms Server Report Server Email Server Message Broker Business Components for Java You are responsible for ensuring that the following restrictions are not violated: • Oracle8i Standard Edition & Rdb Standard Edition are restricted to certain hardware models. Check vviN,Nv.oracle.com/database/availability for the approved models. The number of database option licenses must match the number of database licenses on each computer on which they are installed. Exception: the number of WebDB Standard Edition or WebDB Enterprise, Edition licenses do not need to matchthe number of database, licenses..:` Data Mart Suite and Data Mart Suite. Sales & Marketing arelimited to computers with a maximum of 4 processors. 24 ORACLE CORPORATION PRICE SHEET TO VIEW PRICING CLICK ON THE FOLLOWING LINK: Jttp://oaLoracle.c©m:8080/fiorida/florida.home f ORACLE ORDERING INSTB.UCTTIONS NOTE: ALL ORDERS SHOULD BE DIRECTED TO: SPURS VENDOR NUMBER: F94-2871189-004 VENDOR: Oracle Corporation STREET ADDRESS OR. P.O. BOX: 2858 Renlingtgn Green Circle. Ste. 101 CITY, STATE, ZIP: Tallahassee. FL 32308 TELEPHONE: 850-422-0771 TOLL FREE NO.: ORDERING FAX NO,: 850-383-0221 REMIT ADDRESS: P.O. Box 71028 CITY, STATE, ZIP: Chicago, IL 60694-1028 } WILL ACCEPT THE VISA CARD pROQUCT INFORMATION: DIRECT INQUIRY TO: NAME AND TITLE: Andrew P, Dyvork. Marketing Manager. Oracle Gov't. ADDRESS: 2858 Remington Green Circle, Ste. 101 CITY, STATE, ZIP: Tallahassee. FL 32308 TELEPHONE: 850-422-0771 CELL: 85Q-933-3713 FAX NO.: 850-383-0221 URL HOME PAGE ADDRESS: httn:i/osi.oracle.com/pls/florida/florida.honie ELECTRONIC MAIL ADDRESS: andy.dworkfa'?oracle.com Hayes Computer (M) 1355 Thomas Drive Tallahassee, FL 32312 Phone: 850-297-0551, ext. 111 800-825-9390 850-297-0644 fax Email: kmaitinol ( s.ntit SPURS#: F593633709-001 (Rev 4 Oct 00) nTier Solutions; Inc.. (M) 227 NE 17th Street Del Ray Beach, FL 33444 Phone: 561-330-8583 FAX: 561-330-7244 Contact: Jean Wyatt -Filer Eamil: Sales@Ntier-Inc.com SPURN: F651121584001 (New 13 Mar 02) ORACLE AUTIiORIZED RESELLERS 27 Suite 315 October 4, 2000 MEMORANDUM NO,: (252-002-00-1)-1 TO: Department Addressed FROM; Matthew M. Carter,11 Deputy Secretary., SUBJECT: Contract No. 252-002-00-1 Title: Computer Software: Oracle Please make the following changes in the subject contract: Delete: None Add: *Pages 26 & 27 *(Rev 4 Oct 00) Revised to add an authorized reseller. Any questions or problems in delivery or service that may arise regarding this contract should be directed to Yonnie Allen at (850) 487-2304, Suncom 277-2304, pllenv(aodms.state,ii.us PARiva/lmb Suite 315 October 27, 2000 MEMORANDUM NO.: (252-002-00-1)-2 TO: Department Addressed FROM: Cynthia Henderson' • Secretary:; .... ' SUBJECT: Contract No. 252-002-00.1 Title: Computer Software: Oracle Please make the following changes in the subject contract: Delete: Page 13 & 25 Add: *Page 13 & 25 *(Rev 27 Oct 00) Revised to change and to clarify warranty language and to update pricing url. Any questions or problems in delivery or service that may arise regarding this contract should be directed to Vonnie Allen at (850) 487-2304, Suncom 277-2304, alien v(dms.state.fl.us CAH/vailmb FLORIDA DEPARTMENT OF MANAGEMENT SERVICES JEB BUSH GOVERNOR CYNTHIA A. HENDERSON SECRETARY MyRotdacom fieUe76A STATE PURCHASING 4050 ESPLANADE WAY SuTE 350 TALLAHASSEE, FLORIDA 32399-0950 TELEPHONE: 850-488-8440 FAX: 850-488-5498 INTERNET: W W W.MYFLORIDA.COM Suite 315 March 13, 2002 MEMORANDUM NO.: (252-002-00-1)-3 TO: User Agency FROM: Director, State Purchasing SUBJECT. .:dontract No: 252-002-00=1:" Title: Computer Softwarac Oracle ` The following changes have been made to the subject contract: Oracle has added a reseller to their Ordering Instructions and the Contract Administrator has been changed from Vonnie Allen to William Spencer. Any questions or problems in delivery or service that may arise regarding this contract should be directed to William Spencer at (850) 921-6027, Suncom 291-6027, snenceb(iiidms.state.fl.us DSP/ws/meb FLORIDA DEPARTMENT OF MANAGEMENT SERVICES JE8 BUSH GOVERNOR CYNTNIAA. HENDERSON SECRETARY STATE PURCHASING 4050 ESPLANADE WAY SUnE 350 TALLAHASSEE, FLORIDA 32399-0950 TELEPHONE: 850-488-8440 FAX: 850-488-5498 INTERNEE: ffity (yayFlorIc o.cora Suite 3 15 September 5,2002 MEMORANDUM NO.: (255-002.00-1)-4 TO: User Agency FROM: Director, State Purchasing SUBJECT: Contract No. 255-002.00.1 Title: Computer Software: Oracle The following changes have been made to the subject contract: • This memorandum changes the pricing from a processor based by MGz to a strictly processor based system. • The Contractor Administrator has been changed from William Spencer to Steve Poole. Any questions or problems in delivery or service that may arise regarding this contract should be directed to Steve Poole at 850.488-4945, Suncom 278-4945, pooles(jdms.state.fl.us DSP/SP/meb COT FLORIDA DEPARTMENT OF MANAGEMENT SERVICES JEB BUSH Governor May 22, 2003 MEMORANDUM NO.: (252-002-00-1)-5 TO: User Agency FROM: Director, State Purchasing SUBJECT: Contract No, 252-002-00-1 Title: Computer Software: Oracle Corporation WILLIAM S. SIMON Secretary Suite 315 Subject contract has been renewed for a one year period between May 26, 2003 and May 25, 2004. Any questions or problems in delivery or service that may arise regarding this contract should be directed to Steve Poole at 850.488-4945, Suncom 278-4945, pooles(2i dms,state.f1,us DSP/SP/meb STATE PURCHASING • 4050 ESPLANADE WAY, SUITE 350. TALLAHASSEE, FLORIDA 32399-0950 Telephone: 850.488-8440 + Fox: 850-488-5498 • M kvicia•can The Administrative and Operations Arm of Florida's Government DEPARTMENT OP MANAGEMENT SERVICES ]Ea BUSH, GOVERNOR August 4, 2003 MEMORANDUM NO,; (252-002-00-1)-6 WILLIAM S. SIMON, SECRETARY Suite 315 TO: User Agency FROM; ' . Director., State Purchasing SUBJECT: Contract No, 252-002-00-1 Title: Computer Software: Oracle Corporation This contract has been revised to add Amendment 2 in support of MyFloridaMarketPlace. The amendment can be viewed below. Any questions or problems in delivery or service that may arise regarding this contract should be directed to Steve Poole at 850.488-4945, Suncom 278-4945, pooles04dms.state.fl.us DSP/SP/meb STATE PIACI LASING • 4050 ESPIAR ADE WAY • TALLAHASSEF., I LQMDA 32399.0950 • Tet.EPSIon 850-488-8440 • FAX; 850-414-6122 FLORIDA DEPARTMENT OF MANAGEMENT SERVICES JEB BUSH Governor State Term Contract No. 252-002-00-1 Amendment No. 2 WILLIAM S. SIMON Secretary THIS AMENDMENT, effective as of the last date signed below, is by and between the State . of.. Florida.. Department. of Management Services . (the ".Department") and.. the entity :.• identified below. as.Contracter:.(the "Contractor") (collectively, the..."F rtxes'.') :and • amanita State .. Term Contract No•252-002-00-' (the "Contract"). WHEREAS the Department is implementing an electronic procurement system, currently known as MyFloridaMarketPlace, (the "System") with the assistance of a third -party agent, Accenture LLP ("Accenture"); and WHEREAS the Department wishes to include the Contractor and the Contract in the System; and WHEREAS the Contractor desires to participate in the System; and WHEREAS the Contract allows modifications in the event an electronic procurement system is implemented. THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Registration. The Department shall allow the Contractor, following effective registration with Accenture, to participate in the System. The Contractor shall register in the System, within ten (10) business days of the effective date of this Amendment. Contractor shall visit www.myfloridamarketplace.com and follow the appropriate instruction in order to register. 2. Transaction Fee. Effective April I, 2003, the Contract provision entitled "SURCHARGE FEE AND SUMMARY OF TOTAL SALES" is deleted and replaced with the following "Transaction Fee" section. This Transaction Fee is in lieu of, and not in addition to, the surcharge fee authorized by section 287.1345, Florida Statutes (2002). STATE PURCHASING • 4050 ESPLANADE WAY, SUITE 350, TALLAHASSEE, FLORIDA 32399.0950 Telephone: 850-488-8440 • Fax: 850.488-5498 Transaction Fee The Department has instituted a statewide eProcurement System ("System"), with the assistance of a third -party agent, Accenture LLP ("Accenture"). All transactions from this Contract shall be deemed a "transaction processed through the eProcurement System" as that term is used in the contract between the Department and Accenture. Pursuant to section 287,057(23), Florida Statutes (2002), a Transaction Fee of one percent (1.0%) of the total dollar amount of each purchase order shall apply to all purchases from this Contract. The fee shall be paid by the Contractor, and shall not be added to purchase orders as a separate item. Because the Transaction Fee will be used, in part, to compensate Accenture for the development, operation, .and maintenance of the System, Accenture, is an . intended , third-, party beneficiary of •this paragraph :imposing the, Transaction, Fee' on .transactions from this ' Contract.: . For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, whether within or without the State. accounting system, Accenture shall either (1) establish with the Customer an automated process for billing and collecting the Transaction Fee from payments that are made to the Contractor or (2) rely upon the Contractor to self -report and pay the Transaction Fee pursuant to processes that Accenture may establish. By submission of these reports and corresponding Contractor deposits, Contractor is certifying their correctness. All such reports and fee deposits shall be subject to audit by the State. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non- refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the applicable purchase order or Contract. Contractors shall be responsible for reporting sales and paying user fees resulting from sales made by authorized resellers. Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM BIDDING ON DEPARTMENT CONTRACTS. 3. Electronic Invoicing. Notwithstanding any provision of the Contract, the Contractor shall supply electronic invoices in lieu of paper -based invoices for those transactions , processed through the System. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810, cXML, or web -based invoice entry within the ASN. 4. Catalog Data. Accenture is responsible for converting Contract catalog information into a format supported by the System, To accomplish this conversion, the Contractor shall provide certain information in electronic format directly to Accenture; alternatively, the Contractor may follow the "punchout" solution described in more detail below. Within ten (10) days of written notice from Accenture, Contractor shall provide all information necessary to facilitate electronic purchases from this contract, or shall contact Accenture and begin work on the "punchout" solution described below. Such information may . include, but.is not limited. to, Contractor name, SKI), brand/manufacturer,,product name and brief description,,'unit• of Measure,. and price::' Contractor shall provide this information iat the format 'requested by Accenture. No costs or expenses associated with 'providing this information shall' be charged to the Department, Customers, or Accenture, With Contractor's timely assistance, Accenture shall create and maintain web -based placement of the requested contract information. "Punchout"Alternative The Contractor may offer, as an alternative to providing the information discussed above, an online "punchout" solution, in which the Customer accesses the Contractor's website directly from the System, rather than the System maintaining the Contractor's data. This solution must allow the Customer to reach the Contractor's site, browse for contracted items only, and return to the System with a list of items ready to be inserted into a requisition. If Contractor selects this alternative, it must meet the following requirements; • The solution must conform to cXML 1.0 or 1.1 standards, • The solution must conform to the technical specifications and implementation requirements provided by Accenture, and the Contractor must work with Accenture to ensure successful integration of the punchout solution into the System • The solution must have the capability to provide only those products awarded under the contract, and block any non -contract item(s) from being added to the requisition. Warranty For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the Department and Accenture the right and license to use, reproduce, transmit, distribute and publicly display within the System the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the Department and Accenture .the right and license to reproduce and display within the System the Contractor's trademarks, system marks, logos, trade dress or other branding designation that identifies the products made available by the Contractor under the Contract, If the Contractor is not the manufacturer, it shall be the Contractor's responsibility to obtain authorization from the manufacturer to comply with the provisions of this section, including securing any intellectual property rights of the manufacturer. If the Contractor is the manufacturer, it shall only authorize dealers, outlets, distributors, value-added resellers, etc. within their network that can comply with the provisions of the Contract. S. Additional Modifications. The Department reserves the right to further revise the collection and reporting requirements in conjunction with alterations to the System. 6. Conflict. In the event any of the terms herein conflict with the terms of the Contract, the terms of this Amendment shall control. All other terms of the Contract remain in full force and effect. Contractor waives and releases any and all claims for additional compensation arising out of or relating to this Amendment. • ?. Warranty of •Authority. •••Each person signing this Amendment: warranty thaf he or she' is duly authorized to do So and to bind The respective party. • SO AGREED: CONTRACTOR Contractor Name Address . By: Its; Date STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES By: Date Approved as to form and legality by the Department General Counsel's Office: Date The Administrative and Operations Arm of Florida's Government DEPARTMENT OF MANAGEMENT SERVICES Jna BUSH, GOV RRNOR April 29, 2004 WILLIAM S. SIMON, SIICRIMARY Suite 315 MEMORANDUM NO.: (252-002-00-1)-7 TO: User Agency FRAM: ;. , Director, State Purchasing,.:.. SUBJECT: Contract No. 252-002-00-1 Title: Computer Software: Oracle Corporation • The subject contract has been renewed for one year between May 26, 2004 through May 25, 2005. • The Contract Administrator has been changed from William Spencer to Stu Potlock. Any questions or problems in delivery or service that may arise regarding this contract should be directed to the Contract Administrator, DSP/ STATE PURC1IM NG • 4050 ESPLANADE WAY • TaudiAsSF..E, Pu3SIDA 32399-0950 • TEI.F,PHONAJ 850.488-8440 • FAX:850.414-6122 07/14/04 16:41 PAX 709318634. ORACLE CORP FAIRFAX VA CERTIFICATE OF ASSISTANT SECRETARY OF. ORACLE CORPORATION I, the undersigned, hereby certify that I am the duly elected, qualified' and acting Assistant Secretary of Oracle Corporation, a Delaware corporation (the "Corporation"). and that, es such, I am authorized to execute this Certificate on behalf of the Corporation and further certify that; 1. The following resolution was duly adopted by the Board of Directors of Oracle Corporation on October 16,1989, and such resolution is currently in full force and effect: RESOLVED, that the Board hereby delegates to the President and CEO full authority to assign and grant authority to sign any and all typos of documents relating to the business • of the Corporation, arid to'make. *todic changes in such authority.as he deems ' appropriate, withoutfurther' action by the Board: " '• • 2. The following is a true copy of such portion of the Signature authority directive, bffective as ' of the date indicated below, prepared under the authority of Lawrence J. Ellison, the CEO of the Corporation, as is relevant to the transaction concerning which this Certificate was requested: • Managing Counsel... may sign any of the following documents relating to transactions for the licensing of the Company's products, or for the performance of consulting services or technical services; • End User Agreements, including prime contracts and subcontracts; • Thai License Agreements; • Reseller Agreements; • Services Agreements/Consulting Contracts, including prime contracts and subcontracts; • Orders pursuant to the above agreements; • Representations and certification, of compliance with laws and regulations, as required by government agencies, contractors, and others; • Confidential Disclosure Agreements. • OSA Solicitation,, Contracts; • RPP and RFQ Responses; • Bidding and Teaming Agreements; ▪ Other licensing and services documents necessary for the Company's business 3. Anne Fletcher currently serves as Managing Counsel. IN WITNESS WHEREOF, I have executed this Certificate on this 6°s day of May 2004. Matthew Ng, Assistant Secretary 2 002 07/14/04 16:41 FAX 703318834s ORACLE CORP FAIRFAX VA ERR Software City. of Miami Debarment and Suspension (a) Authority and reauirelnept tp debar and suspend: After reasonable notice to an actual or prospective contractual patty, and after reasonable opportunity to such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the City Attorney, shall have the authority to debar a contractual party for the, causes listed below from consideration for award of oily contracts. The debarment shall be for a period of not fewer than three (3) years, The City Manager shall also have the authority to suspend .a contractor from consideration for award of city contracts If there Is probable cause for debarment. Pending the,debarment determination, the: authority to•debar•end suspend' contractors elicit be exercised In. accordance with regulations which shall. be issued by:the Chief Procurement Officer after approval by the City Manager, the City Attorney, and the City Corrtmlission. _.. • (b) pauses for debarment or suspension Inductsshe Wowing; 9. Conviction for commission of a criminal offense Incident to obtaining or attempting to obtain a public or private contract or subcontract, or Incident to the performance of such contract or subcontract; 2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business Integrity or business honesty; 3. Conviction under state ar federal .antitrust statutes arising out of the submission of bids or Responses; 4. Violation of contract provisions, which Is regarded by the Chief Procurement Officer to be indicative of non -responsibility. Such violation may indude failure Without good cause to perform in accordance with the terms end conditions of a contract or to perform within the time limits provided In a contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension; 5. Debarment or suspension of the contractual party by any federal, slate or other governmental entity; 6. False certification pursuant to paragraph (c) below; or 7. Any other cause Judged by the City Manager to be so serious and compelling as to effect the responsibility of the contractual party performing city contract!. (c) CertIflcatfon; Ail contracts for goods and services, sales, and leases by the City shall contain a certification that neither the contractual party nor any of Its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b) (5). The undersigned hereby certifies that neither the contractual party nor any of Its principal owners or. • personnel have bean convicted of any of the violations set forth above, or debarred or suspended es set forth in paragraph (b) (5). D Company name: 6 Signature; Date; FAILURE TO COMELETS. SION. AND RETURN x FQ(ZM_MAY DiSQLIALIFY YOUR RSaagigg ii) 0 0 3 RFP NO. 03-04-104. Page - 42 07/14/04 16:42 FAX 7033180644 ORACLE CORP FAIRFAX VA ERP Software City of Miami Statement of Compliance with Ordinance No 10032 Vendor certitFes that (e)he has read and understood the provisions of City of Miami Ordinance No.10032 (Section 18-105 of the City Code) pertaining to the Implementation of a `First Source Hiring Agreement." Vendor will complete and submit the following questions as part of the RFP Proposal. Violations of this Ordinance may be considered cause for annulment of a Contract between the Successful Vendors) andthe.Clty of Miami. ii 004 y .. 1 fi. ' Do ou ex ct to create new positions in • r company In the •event your•domparry wag• aewardsk a ..: Contract by the City? Yee No&,tkyi rwx.. S. lathe event your answer to Question "Nis yes, how many new positions would you create to perform this work? C. Please list below the title, rate of pay, summery of duties, number of positions, and expected length or duration of aft new positions which might be crested as a result of this award of s Contract. . • Position/Title Rate of Pay ' Duties Number • Expected ' • Hourly/Weekly • • • of Positions Duration 1) 2) 4) 6) 8) (Use additional sheets if necss VENDOR NAME: SIGNA7URE/T DATE: FAIORE TQ • MFLET SIGN. AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONN RFP NO. 03-04-104 Page - 43 NIVAIENIMIEFAIIIMMININgshimlis IINININMANONMEINIIIIMMEwinum ''',.•,:',;•••:. •::., : iTo'.ilr: v.;••• • - •-•.: •••••.,::'. 11-gp,!';'!..:5, ,..1.7.7,P:1,',., ;,1:E.,Al;....I,0,,II.,I.,,',i;•,IIIIIII.C.E.:.',N',•:,,,,,.5 " . ,... ** * * * * ' * * * • . ' MARS H l'A....:,.,.. ,,,,,,,,Mi,f...,,,,,,,,,,,...V.:A ,11.i.• ':'.;:, 'Oh,. '3' ' . '' " ,'. ...• '...: .%;.!;;','..:1: '',...''',,' . •,:',..•• .; ..,A ';''';.7., ', .1:;'' r,.•,-II :','....,,,....:.., '')',.. • .,1?;'''s SEA-00084709,0 PRODUCER Marsh Risk 8. Insurance Sery 1732 North First Street, Suite 400 CA license no. 0437153 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THS CERTIFICATE HOLDER OTHER THAN THOEI PROVIDED IN THE FOLICy, THIS CERTIFICATE COES NOT AMEND, EXTEND DR ALTER'THS CoVERAGR AFFORDED EY THE pouclis DESCRIBED HEWN. San Jose, CA 95112 COMPANIES AFFORDING COVERAGE Attn: (408) 487-5600 J15690--CAS-2004 COMPANY A NATIONAL UNION FIRE INSURANCE CO. OF PITTSBURGH INSURED . ORACLE CORPORATION Attn: David Cisneros COMPANY 5 SAFETY NATIONAL. CASUALTY CORP. 600 Oracle Parkway. Redwood Shores, C. 94085 COMPANY C COMPANY 0 '''..0g00$0.3.1;MOrt'INO:i:n.H.::7J.!';4MAWIg!.:2A40761::TOW,',Ab,0141E12gtn6gig.6:10:gi'MPA062,14!(41,2ii.: THIS iS TO CERTFT THAT POLICIES OF INSURANCE 'DESCRIBED HEREIN -HAVE BEEN ISEUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERN OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY SE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED ay THE POLICIES CESCRISED HEREIN IS SUBJEOT TO ALL THE TERMS, CONDMONS AND EXCLUSIONS, Of SUCH p9Licies. AGGREGATE . . . UMITS SHOWN MAY HAVE BEEN REDUCED SY PAID CLAIMS. ' '.• " , • •• , • • • .. . ,•• - - . • .." • '' ' • ' ' • • • - ... . , • . . CO • • • /TR , • '' • - - • •' ' • • - • • :••• - • " . TYPED? INSURANCE • • - -' • • .. •. .• • • ' •• •"' ' ••• ' . .• . ' • .".. '' , .... .. . • _POLICY NUMBER - - •• ' - POLICYAFIECTIVE DATE IMINDINTY) .pouav smilenroir• DATE MUMMY) '. • .-' ' . : :' ' "'.' ••' • " • • • '• :' A GENERAL LIABILITY — RMGL 4806414 06/01/04 08/01/05 GENERAL AGGREGATE . $ 2,000,000 X COMMERCIAL. GENERAL LIABILrrf • PRODUC'Til - COMP/CP AGO $ ' 2,000,000 •,,,w.ty Iie:III'L • • • CLAIMs MADE X OCCUR PERSONAL & ADV INJURY $ 1,000,000 X OWNER'S 4 CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE 1Any NW Aro) $ 1,000,000 — - MED E XP (AAI one piston) $ . 25,000 A AUTOMOINUE X LIAMILJTY ANY AUTO , RMCA 5189168 08/01/04 , 06/01/06 ' COMINNED SINGLE LIMIT $ 1,000,000 A AU. OWNED AUTOS SCHEDULED AUTOS BODILY INJURY «" p•mon) $ . X X HIRED AUTOS HoN.OWNED AUTOS . BODILY INJURY (Pm sedderrI3 $ PROPERTY DAMAGE $ GARAGE LINMUTY • AUTO ONLY • EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: )4,kr..• JP - ,I,-.• , •••• ,•::•%.,;:,::.;!.: • EACH Acccerrr $ AGGREGATE $ A EXCESS LIABILITY 266-0704 06/01/04 08/01/05 EACH OCCURRENCE f 1,000,000 X UMBRELLA FORM AGGREGATE $ 1,000,000 . .. OTHER THAN UMBRELLA FORM $ B wo EMPLOYERS' UtERS compeNTA-7159-Atio -LDIA0500062 UABILITY 04/01/04 04/01/05 X vTAPTIJNA ag-Ntit4:Q..q•ii!..iV., B — PS0500081 04/01/04 04/01/05 El. EACH ACCIDENT $ 1.000,000 THE PROPRIET0fU PARTNERIBEXECUTIVE X — INCL EL DISEASE -POLICY MGT $ 1,000,000 -DTHiul OFFICERS ARE: EXCL EL DGEASE•EACH EMPLOYEE $ 1,000,000 . DESCRIPTION OP OPERATIONSLOCATIONSNEHIDLEVIPECIAL ITEMS • '..C.ERTRI,pATE/tP141Egtil4,:kt:i...4.•.'n14 ','Aii,,'::••••••:•6:ii.;V.illiCi;'',Ii:p.W;;:',1:tiil :•et:.-::::.‘!:1',Li, : 0:,•:',I,Itiar: ..(,,,,hIF:4:Ir/i,IIIIIINC,V,':iItIlI f,i'...21'iSijihI:di'ZIT:t4:',1;ii'4i-,If.l.Iii,121V.I1,,,iIii;4'.::!:YL'Ii.;•.A:Vv Evidence of Insurance only .;1.?•%0AN:Cf1,1447.100r•tiFPWRi.:iirTggleft!iglatViii41./VICIIPLAfirecTI'N 7,4:'!.4.1x;11.101X,0:•,',u,.;.,,,f-tItI ' i.,•'.-.11 '. ','•,..14. AIIIII',II,II4e,N tilt:slit:1S:: , ,' r I I'M • ,Iq ,IIIN ,.;412,.,,,,`L .rI,,;.I.I. SHOULD ANY CT. THE POLICES DESCRISID HEREIN !MCMULLIN: BEFORE TM EXPIRATION DATE THEREOF, DR INSURER AFPORDINO COVERAGE WILL ENCINO= TO MAL .0_40. CATS WRITTEN NOTICE TO THE CERTIFICATE ROWER NAMED HEREN, POT FAILURE TO MAL SUCH NOTICE NALL IMPOSE NO OBLIGATION OR LIABLITI OF ANY IWO UPON DIE INSURER AFFORDING COVERAGE, ITS AGENT. CR REPRESENTATIVES, CII TNII ISSUER °FINIS CERTIFICATE, M.AFIEN UNA INC St Barbera cell '640,044- AO- •,'1.'iwE:i.",:eq:n:ily..1:3,,Fr reictf,:N., ..,,0oNA,gt,Wu;i!i14:r,i:g...,.1:.-+.:,!„,•-,4:::At7;,lxi.1:1r,,!.,;f,:i,f,T.,:ri.r,P:, !.,.'"..;..!..M..:3M11P;.0:..0' o ., 5410,.„VALID M,9,f:,t07118104 ' . 5;1,!A:1,51,i),.,Iiii!:;:i'A.:15;;g:i ''''rgi..tilriCV!it'io'd,',*!!;,14..iZn';':6VVO;F:jiN • ‘,. City of Miami Legislation Resolution: R-06-0083 City Hall 3500 Pan American Drive Miami, FL 33133 www.ci.miami.fl.us File Number: 06-00114 Final Action Date:2/9/2006 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE IN THE SOFTWARE LICENSE AND SERVICES AGREEMENT WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 04-0508, ADOPTED JULY 22, 2004, TO ACQUIRE ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN THE AMOUNT NOT TO EXCEED $200,000, FROM $1,021,816 TO $1,221,816, AN INCREASE IN THE PROCUREMENT OF THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN THE AMOUNT NOT TO EXCEED $325,000, FROM $357,000 TO $682,000, AND INCREASING THE CONTINGENCY FOR UNFORESEEABLE CIRCUMSTANCES IN THE AMOUNT OF $200,000, FROM $250,000 TO $450,000; ALLOCATING FUNDS FOR SAID INCREASE(S), FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND VARIOUS DEPARTMENTS CITYWIDE, SUBJECT TO BUDGETARY APPROVAL; AMENDING RESOLUTION NO. 04-0508 TO REFLECT SAID INCREASE(S). WHEREAS, the City Manager and the Director of the Department of Information Technology recommend increasing the software license and services agreement ("Agreement") with the Oracle Corporation ("Oracle"), for tools, software and training, in the amount not to exceed $200,000, from $1,021,816 to $1,221,816, procurement of third -party application software, as needed, from a third -party provider, in the amount of $325,000, from $357,000 to $682,000, and in the contingency amount for unforeseeable circumstances, in the amount of $200,000, from $250,000 to $450,000, and amending Resolution No. 04-0508, to reflect said increase(s); and WHEREAS, the City of Miami ("City") requires these increases to leverage additional functionality within the Oracle Financial Systems which will further enhance the business processes of the City, productivity of its employees, and the reliability and responsiveness of the applications; and WHEREAS, funds for said increases are available from various Capital Improvement Project Accounts, from the Operating Budgets of the Department of Information Technology and various departments Citywide; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. An increase in the Agreement, with Oracle, pursuant to Resolution No. 04-0508, adopted July 22, 2004, to acquire Oracle's Enterprise Resource Planning application, database, tools, software and training, in the amount not to exceed $200,000, from $1,021,816 to $1,221,816, City of Miami Page 1 of 3 Printed On: 2/13/2006 File Number 06-00114 Enactment Number: R-06-0083 procurement of third -party application software, as needed, from a third -party provider, in the amount of $325,000, from $357,000 to $682,000, and in the contingency amount for unforeseeable circumstances, in the amount of $200,000, from $250,000 to $450,000, is authorized. Section 3. Resolution No. 04-0508, adopted July 22, 2004, is amended in the following particulars:{1} "Resolution No. 04-0508 Section 2. The City Manger is authorized{1} to execute a Software License and Services Agreement ("Agreement"), in substantially the attached from, with Oracle Corporation, the top -ranked firm, pursuant to informal RFP No. 03-04-104, issued April 22, 2004, pursuant to Resolution No. 04-0203, adopted April 8, 2004, waiving formal competitive bidding procedures, for the acquisition of Oracle's Enterprise Resource Planning ("ERP") Application, Database, Tools, Software and Training, in the amount not to exceed $1,021,816 $1,221,816, and providing support and maintenance as set forth in the attached Agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract amount not to exceed $2,03-1,136 $2,231,136, and any necessary third -party application software, as needed, from a third -party provider, in an amount not to exceed $357,000 $682,000, and a contingency amount not to exceed $250,000 $450,000, for unforeseeable circumstances, with funds allocated from Information Technology ERP Capital Improvement Account Code No. 311613, and from the Operating Budgets of the Department of Information Technology, and various departments Citywide and from various Capital Improvement Project Accounts, subject to budgetary approval. Section 4. Funds for said increase(s) are allocated from various Capital Improvement Project Accounts, and from the Operating Budgets of the Department of Information Technology, and various departments Citywide, subject to budgetary approval. Section 5. This Resolution shall become effective immediately upon adoption and signature of the Mayor.{2} Footnotes: City of Miami Page 2 of 3 Printed On: 2/13/2006 File Number: 06-00114 Enactment Number: R-06-0083 {1} Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 Printed On: 2/13/2006 City of Miami Master Report Enactment Number: R-06-0083 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 06-00114 Version: 1 File Type: Resolution Reference: Status: Passed Controlling Body: Office of the City Clerk File Name: Increase in the Software License and Service Agmt. w/ Oracle Corp. - Oracle Software Requester: Department of Information Cost: Final Action: 2/9/2006 Technology Introduced: 1/19/2006 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE IN THE SOFTWARE LICENSE AND SERVICES AGREEMENT WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 04-0508, ADOPTED JULY 22, 2004, TO ACQUIRE ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN THE AMOUNT NOT TO EXCEED $200,000, FROM $1,021,816 TO $1,221,816, AN INCREASE IN THE PROCUREMENT OF THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN THE AMOUNT NOT TO EXCEED $325,000, FROM $357,000 TO $682,000, AND INCREASING THE CONTINGENCY FOR UNFORESEEABLE CIRCUMSTANCES IN THE AMOUNT OF $200,000, FROM $250,000 TO $450,000; ALLOCATING FUNDS FOR SAID INCREASE(S), FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND VARIOUS DEPARTMENTS CITYWIDE, SUBJECT TO BUDGETARY APPROVAL; AMENDING RESOLUTION NO. 04-0508 TO REFLECT SAID INCREASE(S). Sponsors: Notes: Indexes: Attachments: 06-00114 Legislation.pdf,06-00114 Summary Form.pdf,06-00114 Text File Report.pdf,06-00114 Ordering Document.pdf,06-00114 General Terms.pdf,06-00114 Price Hold Exhibit.pdf,06-00114 Business Suite Exhibit.pdf,06-00114 Government Standard Quote.pdf,06-00114 License Definitions & Rules.pdf,06-00114 ERP Vendor Questionaire.pdf,06-00114 RFP Information Form.pdf,06-00114 Informal Request for Proposal.pdf,06-00114 Certificate of Asst. Secretary.pdf,06-00114 Debarment & Suspension.pdf,06-00114 Statement of Compliance .pdf,06-00114 Certificate of Insurance.pdf,06-00114 Certification of Contract.pdf,06-00114 Special Conditions.pdf,06-00114 Software License & Svc. Agmt..pdf,06-00114 Amendment One.pdf,06-00114 Amendment Two.pdf,06-00114 Computer Software-Oracle.pdf,06-00114 Letter.pdf,06-00114 Letter 2,pdf,06-00114 Amendment Three.pdf,06-00114 Amendment Four.pdf,06-00114 Global Price List.pdf,06-00114 Oracle Contract Information.pdf,06-00114 General Terms 2.pdf,06-00114 Customer Reference.pdf,06-00114 License Definitions & Rules 2.pdf,06-00114 Consulting Services Schedule.pdf,06-00114 Education.pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: 1 Office of the City 2/7/2006 Reviewed and Attorney Approved City of Miami Page I Printed on 10/24/2006 City of Miami Master Report Enactment Number: R-06-0083 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com City Commission 2/9/2006 ADOPTED Pass 1 Office of the Mayor 2/10/2006 Signed by the Mayor Office of the City Clerk 1 Office of the City Clerk 2/10/2006 Signed and Attested by City Clerk City ofMiami Page 2 Printed on 10/24/2006 ORDI<f(INC DOC(!MFNT Customer Name CITY OF M IAh1I Customer Location 444 SW 2nd Avenue MIAMI FL 33130 ORACLE CONTRACT INFORMATION Agreement Software License and Services Agreement Agreement Name STATE-26692-24-MAY•00 This Ordering Document incorporates by reference the terms of the Agreement specified above, Slate of _Florida Contract No, 252.002.00.1, ("Agreement' ), as amended. A. PROGRA IS 1 r�6 k 4 r" t`Gr Customer hereby orders the Program licenses and Services described herein for use in the U.S., unless other,viso specified, All fees an this Ordering Document are in US Dollars d. t n f lee e a. e Balanced Scorecard - Employee Perpetual License Software Updates Pmduct Support Change Management Pack • Named User Plus Perpetual License Software Updates Product Support Change Management Pack - Processor Perpetual License Software Updates Product Support Diagnostics Pack - Named User Pius Perpetual License Software Updates Product Support Diagnostics Pack - Processor Perpetual License Software Updates Product Support Discoverer Desktop Edition - Named User Plus Perpetual License Software Updates Product Support E-Busineas Suite Employee User - Employee User License f.- Software Updates Product Support E•Buslness Sulk Professional User - Professional User License Software Updates Product Support Grants - Application User Perpetual Lloense Software Updates Product Support 1358668,ClTY OF MIAMI.I.KATHRYN.TROUTMAN IrMin 4069 S0 4 SO 4 10 3662 407 25 fat e 386,555,00 57,983.25 27,058, 85 3,000.00 450.00 210,00 12,000.00 1,800.00 840.00 3,000.00 450.00 210.00 12,000.00 1,800.00 840.00 10,000.00 1,500.00 700.00 1,464,800.00 219,720,00 102,536.00 1,628,000,00 244,200.00 113,960.00 99,875, 00 14,981.25 6,991,25 Discount I. 81.1 81.1 81.1 81.1 81,1 81.1 S1,I 81.1 81.1 81,1 81.1 81.1 81.1 81,1 81.1 81,1 81.1 81,1 81.1 81.1 81.1 81.1 81.1 81.1 81.1 81.1 81.1 et.'ee 73,058,89 10,958.84 5,114.13 567.00 85.05 39.64 2,268.00 340.20 158.76 567.00 85,0S 39,69 2,268.00 340.20 158.76 1,890,00 283.50 132.30 276,847.20 41,527,08 19,379.30 307,692,00 46,153.80 21,538,44 18,876,37 2,831.46 1,321,35 Issued by ORACLE CORPORATION 03-AUG-04 Page 1 Product Deserlotion I Lleente Tyne Quantity List Fee Discount % Net Fee Internet Application Server Enterprise Edition - Named User Pius 50 Perpetual License 20,000.00 81.1 3,780.00 Software Updates 3,000.00 81,1 567,00 Product Support 1,400.00 81,1 264,60 Internet Application Server Enterprise Edition • Processor Perpetual 4 License 80,000.00 81,1 15,120,00 Software Updates 12,000,00 81,1 2,268,00 Product Support 1,600.00 81,1 ` 1,058.40 Internet Developer Suite - Named User Plus Perpetual 10 License 50,000,00 81.1 9,450,00 Software Updates 7,500.00 81,1 1,417.50 Product Support 3,500.00 81.1 661,50 Open System Gateways - Computer Perpetual 1 License 15,000,00 81.1 2,835,00 Software Updates 2,250,00, 81,1 425.25 Product Support 1,050,00 81.1 198.45 Oracle Database Enterprise Edition - Named User Plus Perpetual 50 License 40,000,00 81,1 7,560,00 Software Updates 6,000,00 81.1 1,134.00 Product Support 2,800,00 81.1 529,20 Oracle Database Enterprise Edition . Processor Perpetual 4 License 160,000,00 81.1 30,240.00 Software Updates 24,000,00 81.1 4,536,40 Product Support 11,200.00 81.1 2,116.80 Payroll -Person Perpetual 4372 License 262,320,00 81,1 49,578,48 Software Updates 39,348,00 81.1 7,436.77 Product Support 18,362.40 81,1 3,470,49 Self -Service Tutor for Applications • Employee Perpetual 3662 License 73,240.00 81,1 13,842.36 Software Updates 10,986,00 81,1 2,076.35 Product Supped 5,126.80 81,1 968,97 Sourcing - Application User Perpetual 5 License 100,000,00 81.1 18,900,00 Software Updates 15,000,00 81,1 2,835.00 Product Support 7,000,00 81.1 1,323,00 Tuning Pack - Named User Pius Perpetual 50 License 3,000,00 81,1 567,00 Software Updates 450.00 81.1 85.05 Product Support 210.00 81.1 39.69 Tuning Pack • Processor Perpetual 4 License - 12,000.00 81.1 2,268,00 Software Updates r' 1,800,00 81.1 340,20 Product Support / 840,00 81,1 158,76 Tutor for Applications - Application User Perpetual 407 'License 201,465,00 81,1 38,076.88 Software Updates 30,219.75 81,1 5,711,53 Product Support 14,102.55 81.1 2,665,38 ifecruitment - Person Perpetual 4372 License 218,600,00 8I.1 41,315,40 Software Updates 32,790,00 81.1 6,197,31 Product Support 15,302.00 81.1 2,892.08 1358668.CITY OF MIAMI.l,KATHRYN.TROUTMAN Issued by ORACLE CORPORATION 03-AUG-04 Page 2 Other Fees 'Net be Oracle Training , 104,249,00 CD Pack Description puerility 'Mace Oracle® Database log Release 1CD Pack (with Oradell) Enterprise 1 69.90 Manager I Og Grid Control Pack for Linux x86) for Microsoft Windows Oracle® Application Server lOg CD Pack for Microsoft Windows (with 1 , 69.90 Oracle® Enterprise Manager lOg Grid Control Pack for Linux x66) Interne Developer Suite CD Pack (with iAS Pack) for Microsoft Windows 1 119.90 Oracle® Applications 1 1i CD Pack for Microsoft Windows 1 59.95 ,y1,3Irr License Fees r. Product Support Fees Software Updates Fecs Other Fees CD Pack Pees List Pee 4,854,855,00 339,839.85 728,228,25 104,249.00 319.65 Discount % 81.1 81.1 81.1 Net Fee 917,567,56 64,229.74 137,63514 104,249,00 319.65 Net Fees Total Fees 1,224,011.11 1,224,001.11 91z-0°`' t J-7 Vt v- /Y2/9/;,)7 6 PO C- 3 i 61? 4 re.---74 y arj45 .:1- „2. kitle77,4- ..20// fey-. Fy 41114,0-6,1.1,1 135 8668.CITY OF lvflAMLLICATHRYN.TROUI'MAN Issued by ORACLE CORPORATION 03•AU0.04 Pegs 3 B. General Term 1 Technlcal 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 nuartcri injcmers. 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 Mileelleneaus Section A of this Ordering Document specifies the CD Pack(s) on the particular cernputeroperating system requested by Customer, which have been shipped or currently art being shipped to Customer. Where shipment is required, Oracle shall deliver to the address specified by Customer ea 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(s) listed in Section A that include I copy of the software media and I set of Documentation (in the form generally available) for each Program licensed under this Ordering Document which is currently available in productionrelease as of the Effective Date below. Some Programs may also include any source code Oracle may provide as 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 shalt be non -cancellable and the stuns paid nonrefundable, except as provided in the Agreement, •Customer agrees to pay applicable media end chipping charges. Provided Customer continuously maintains Software Updates, additional CD r • 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 Customer's written notice Oracle will provide a replacement copy thereof, wider 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 also applyto any options exercised by Customer, Additional Programs rosy 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 Mal period shall require Customer to obtain the applicable license. Programs licensed for trial purposes are provided "as is" and Oracle does not provide Technical 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 forconsulting 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 2 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, rearketleg 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 Oraolescom and for other promotional activities at Oracle's discretion. The profile will include a quote from an ekeeutive 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 Terms 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 terms and conditions incorporated into the Ordering Document by reference, the terms reed conditions of the Ordering Document aupercede any information provided in Appendix R. 3 Additions) Licenses For a period of 18 (eighteen) months from the Effective Date of this Ordering 1)ocurnertt, Customer may acquire the Programs specified on the atisched Price Hold Exhibit, provided such Programs are available in production release when ordered, and provided that Cuatonter has continuously maintained Software Updates end Product Support for the Programs 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 such 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 I copy of the software media and I 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 10 submit to the exclusive jurisdiction of, and venue in, the courts in Miami Dade County. 1358668.C1TY OF MIAMI, I.KATHRYN.TROUTMAN Issued by ORACLE CORPORATION 03-AIUG-04 Page 4 5 Oracle Training The attached quote details the Instructor Lead Training and Self Paced Training (curses 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 oflicenscs 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. E-1 uslaess Sake 1 Table A The Programs specified In Table A on the attached &Business Suite Exhibit are included in the &Business Suite Professional User. 2 Tables • The Programs specified in Table B on the attached 8-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 Table Con 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 User on a per Program bsaia. 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 end Customer is not able to purchase these Programs on a per Program basis. 5 Minimum Licensing Requirements Customer is required to maintain Professional User licenses for at least 10% of Customer's employee population and a combination of Professional User and Employee User licenses for et least 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-time 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. The above is only a minimum licensing rule and Customer is always required toe‘e licensed for Customer's actual users, 1358668.CITY OF MIA.MI. I.ICATHRYN.TROUTMAN Issued by ORACLE CORPORATION 03 •AUG-04 Page 5 ATTEST; P iscilla A, Tho (A) 7.4)ASS, ASS=t-: By; pson, City C erk APPROVED AS TO FORM AND CORRECTNESS: Maria I. C . taro, s, City Attorney Ezo 1358668 CITY CITY OF MIAMI, ►u nicipal Co i1ration oft• a State oflorida G ., :.a. iala, Chief Administrator/City er PROVIDER ORACLE CORPORATION By: By: Anne Fletcher Managing Counsel APPROVED AS TO INSTJRANCE REQUIREMENTS: /� 1- L .nAi Gov 571l0/4 it Dania F. Carrillo, Risk Management Administrator Page 6 City of Miami Legislation Resolution: R-08-0128 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00210 Final Action Date: 3/13/2008 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT") WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 04-0508, ADOPTED JULY 22, 2004, FOR ADDITIONAL SUPPORT AND MAINTENANCE, FOR ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, AND SOFTWARE, IN THE AMOUNT NOT TO EXCEED $492,000, THEREBY INCREASING THE TOTAL AGREEMENT AMOUNT FROM $1,009,320 TO $1,501,320; ALLOCATING FUNDS FOR SAID INCREASE, FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS, FROM THE OPERATING BUDGET OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND VARIOUS DEPARTMENTS CITYWIDE SUBJECT TO BUDGETARY APPROVAL AT THE TIME OF NEED. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. An increase to the Software License and Services Agreement ("Agreement") with Oracle Corporation ("Oracle"), pursuant to Resolution No. 04-0508, adopted July 22, 2004, for additional support and maintenance, for Oracle's Enterprise Resource Planning application, database, tools, and software, in the amount not to exceed $492,000, thereby increasing the total Agreement amount from $1,009,320 to $1,501,320, is authorized, with funds allocated for said increase, from various Capital Improvement Project accounts, from the operating budget of the Department of Information Technology, and various departments Citywide subject to budgetary approval at the time of need. Section 2. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{1} Footnotes: {1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 1 of 1 Printed On: 3/19/2008 City of Miami Master Report Enactment Number: R-08-0128 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00210 Version: 1 File Type: Resolution Status: Passed Reference: Controlling Body: Office of the City Clerk File Name: Increase Agmt-Oracle Corp Introduced: 2/21/2008 Requester: Department of Information Cost: Final Action: 3/13/2008 Technology Title: A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT") WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 04-0508, ADOPTED JULY 22, 2004, FOR ADDITIONAL SUPPORT AND MAINTENANCE, FOR ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, AND SOFTWARE, IN THE AMOUNT NOT TO EXCEED $492,000, THEREBY INCREASING THE TOTAL AGREEMENT AMOUNT FROM $1,009,320 TO $1,501,320; ALLOCATING FUNDS FOR SAID INCREASE, FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS, FROM THE OPERATING BUDGET OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND VARIOUS DEPARTMENTS CITYWIDE SUBJECT TO BUDGETARY APPROVAL AT THE TIME OF NEED. Sponsors: Notes: Indexes: Attachments: 08-00210 Legislation.pdf,08-00210 Summary Form.pdf,08-00210 Ordering Document.pdf,08-00210 License & Rules.pdf,08-00210 Pre-Legislation.pdf,08-00210 Pre-Legislation2.pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: 1 Office of the City 3/3/2008 Reviewed and Attorney Approved. 1 City Conunission 3/13/2008 ADOPTED Pass 1 Office of the Mayor 3/17/2008 _Signed by the Mayor Office of the City Clerk 1 Office of the City Clerk 3/17/2008 Signed and Attested by City Clerk City ofMiami Page 1 Printed on 3/19/2008 Customer Name CITY OF MIAMI Customer Location 444 SW 2nd Avenue MIAMI FL 33130 ORACLE CONTRACT INFORMATION Agreement Software License and Services Agreement Agreement Name STATE-26692-24-MAY-00 This Ordering Document incorporates by reference the terms of the Agreement specified above, State of Florida Contract No. 252.002-00-1, ("Agreement"), as amended, A. PROGRAMS Customer hereby orders the Program licenses and Services described herein for use in the U.S., unless otherwise specified. All fees on this Ordering Document are in US Dollars Product Description / License Tvpe Quantity List Fee Discount ° Balanced Scorecard - Employee Perpetual 4069 License 386,555,00 81.1 Software Updates 57,983.25 81.1 Product Support 27,058,85 81.1 Change Management Pack - Named User Plus Perpetual 50 License 3,000,00 81.1 Software Updates 450.00 81. I Product Support 210.00 81.1 Change Management Pack - Processor Perpetual 4 License 12,000.00 81.i Software Updates 1,800.00 81.1 Product Support 840.00 81.1 Diagnostics Pack - Named User Plus Perpetual 50 License 3,000.00 81.1 Software Updates 450.00 81.1 Product Support 210,00 81.1 Diagnostics Pack - Processor Perpetual 4 License 12,000,00 81.) Software Updates 1,800.00 81.1 Product Support 840.00 81.1 Discoverer Desktop Edition - Named User Plus Perpetual 10 License 10,000.00 8t.1 Software Updates 1,500,00 81.1 Product Support 700.00 81.1 E•Business Suite Employee User - Employee User 3662 License 1,464,800.00 81.1 ' . Software Updates 219,720.00 81.1 Product Support 102,536.00 81.1 13-Business Suite Professional User • Professional User 407 License 1,628,000,00 81.1 Software Updates 244,200.00 81.1 Product Support 113,960.00 81,1 Grants - Application User Perpetual 25 License 99,875.00 81.1 Software Updates 14,981.25 81.1 Product Support 6,991.25 81.1 1358668.CITY OP MIAMI.I.KATHRYN.TROUTMAN v ' 40 Net Fell 1 73,058.891 10,958.841 3,114,131 567.00 85.05! 39.69 2,268.00 340.20 158.76 567.00 85.05 39.69 2,268.00' 340.20 158.76 1,890.00 283.50� 132.301 76,847.201 41,527.081 19,379.301 1 07,692.001 46,153.80 21,538.44 18,876.37 2,831.46 1,321.35 Issued by ORACLE CORPORATION 03-AUG-04 Page I Product Description / License Tvne Quantity List Fee Discount % Internet Application Server Enterprise Edition - Named User Plus S0 Perpetual License 20,000.00 81.1 Software Updates 3,000,00 81.1 Product Support 1,400.00 81.1 Internet Application Server Enterprise Edition - Processor Perpetual 4 License 80,000,00 81.1 Software Updates 12,000,00 81.1 Product Support 5,600,00 81.1 Internet Developer Suite - Named User Plus Perpetual 10 License 50,000,00 81.1 Software Updates 7,500,00 81.1 Product Support 3,500.00 81.1 Open System Gateways - Computer Perpetual 1 License 15,000,00 81.1 Software Updates 2,250,00 81,1 Product Support 1,050.00 81.1 Oracle Database Enterprise Edition - Named User Plus Perpetual 50 License 40,000,00 81.1 Software Updates 6,000.00 81.1 Product Support 2,800,00 81.1 Oracle Database Enterprise Edition - Processor Perpetual 4 License 160,000,00 81.1 Software Updates 24,000,00 81,1 Product Support 11,200.00 81.1 Payroll - Person Perpetual 4372 License 262,320,00 81,1 Software Updates 39,34E00 81.1 Product Support 18,362.40 81.1 Self -Service Tutor for Applications - Employee Perpetual 3662 License 73,240,00 81.1 Software Updates 10,986,00 81,1 Product Support 5,126,80 81,1 Sourcing - Application User Perpetual 5 License 100,000.00 81.1 Software Updates 15,000,00 81.1 Product Support 7,000,00 81.1 Tuning Pack - Named User Plus Perpetual 50 License 3,000.09 81,1 Software Updates 450,00 81,1 Product Support 210.00 81.1 Tuning Pack • Processor Perpetual 4 License 12,000.00 81.1 Software Updates 1,800.00 81.1 Product Support 840.00 81.1 Tutor for Applications - Application User Perpetual 407 License 201,465,00 81.1 Software Updates 30,219,75 81.1 Product Support 14,102.55 81.1 iRecruitment - Person Perpetual 4372 License 218,600,00 81.1 Software Updates 32,790.00 81.1 Product Support 15,302.00 81.1 1358668.CITY OF MIAMI.I,KATHRYN,TROUTMAN IYet Feel 3,780.00 567.00 264.60 15,120.00 2.268,00. 1,058.40 9,450,00 1,417.50 661.50 2,835.00 425.25 198.45' 7,560.00 1,134.00. 529.20) 30,240.00 4.536.00 2,116.80 49,578.48 7,436.77 3,470.49' 13,842,36` 2,076.35 968.97 1 8,900.00 2.835.00i 1,323.00 567.00 85.05 39.69 2,268,00 340.20 158.76 38,076.88 5,711,53 2,665.38 41,315.40 6,197.31 2,892.08 Issued by ORACLE CORPORATION 03-AUG.04 Page 2 Other Fees Oracle Training CD Pack Description Oracle® Database lOg Release 1CD Pack (with Oracle) Enterprise Manager l Og Grid Control Pack for Linux x86) for Microsoft Windows Oracle® Application Server lOg CD Pack for Microsoft Windows (with Oracle® Enterprise Manager I Og Grid Control Pack for Linux x86) Internet Developer Suite CD Pack (with iAS Pack) for Microsoft Windows Oracle® Applications Ili CD Pack for Microsoft Windows Quantity 1 1 1 Net Fee) I04.249.004 Net Peel 69.901 69.901 59.95 List Fee Discount •/. Net 1 License Fees 4,854,855.00 81.1 917,567 Product Support Fees 339,839.85 81.1 64,229 Software Updates Fees 728,228.25 81.1 137,635 Other Fees 104,249.00 104,249 CD Pack Fees 319.65 319 Net Fees 1,224,001 Total Fees 1,224,001 5$� .74 141 1358668.CITY OF MIAMI.I.KATHRYN,TROUTMAN Issued by ORACLE CORPORATION 03.AUG-04 Page 3 • E. 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 quarterly in arrears. 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 theirpurchasing document or when the purchasing document does not indicate a ship to address, Oracle shall deliver to the Customer Location, the CD Pack(s) listed in Section A that include 1 copy of the software media and I 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 as 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•cance1lab1e and 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 OrderingDocuntent 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 Customer's written notice Oracle will provide a replacement copy thereof, under Oracle's thcn•eturent Technical Support policies, for a media and shipping charge. The following shipping terms shalt apply: FCA Shipping Point, Prepaid, and Add. These terms shall also 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 for trial purposes arc provided "as is" and Oracle does not provide Technical 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 will 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 la 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 Terms and Conditions, Oracle warrants only to the applicable program documentation. Warranty terms are set forth in the Agreement. In the event of any conflict between the terms and conditions found in the Ordering Document, including any terms and conditions incorporated into the Ordering Document by reference, the terms and conditions of the Ordering Document supercede any information provided in Appendix X. 3 Additional Licenses For a period of 18 (eighteen) months from the Effective Date of this Ordering Document, Customer may acquire the Programs specified on the attached Price Hold Exhibit, provided such Programs are available in production release when ordered, and provided that Customer has continuously maintained Software Updates and Product Support for the Programs 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 such 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 l copy of the software media and I 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 Page 4 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: S 160,383 Discount: 35% Oracle Training Net Fees: S104,249 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 snore 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 34: over the prior year's fee." E. 1E-Business Suite 1 Table A The Programs specified in Table A on the attached E-Business Suite Exhibit are included in the E-1usiness 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 F.- Business Suite Non -Employee User. 3 Table C The Programs specified in Table C on the attached E-Business Suite Exhibit arc included in Electronic Orders. 4 Program Purchasing Restrictions Now that Customerhas 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 User on a per Program basis, Any additional licenses needed for Muse 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. S Minimum Licensing Requirements Customer is required to maintain Professional User licenses for at least 10% of Customer's employee population and a combination of Professional Uscr and Employee User licenses for at least 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-time 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. The above is only a minimum licensing rule and Customer is always required to be licensed for Customer's actual users. 1358668.CITY OF MIAMI.I.KATHRYN.TROUTMAN issued by ORACLE CORPORATION 03•AUG•04 Page 5 - - ...^_=_sue. :'s3s.',• •. ATTEST: Priscilla A. Thompson, City erk ATTEST: CITY CITY OF MIAM Municipal Cration of c Statc'ofFlor' riola, Chic !"dministrator/City cr PROVIDER ORACLE CORPORATION By: / ';/L-4e f By: Anne Flees Managing Cain APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: • Maria J. Chiaro, erim City Attorney Dania F. Carrillo, Risk Management Ezo 1358668 7777. Administrator Page 6 ORACLE' License Definitions and Rules To fully understand Customer's license grant, Customer needs to review the definition for the licensing metric and term designation as well as the licensing rules which are listed below. Definitions and License Metrics Adapter: is defined as each software code interface, installed on each Oracle Internet Application Server Enterprise Edition, which facilitates communication of information between each version of a third party software application or system and Oracle Programs. SM Annual Transaction Volume: ' is, defined as one. million U.S. dollars in ail ,purchase orders,1transectcd• and: all auctions` conducted through the Oracle Exchange Marketplace by Customer and others:during the applicable year of the' Oracle :Exchange • Marketplace license, regardless of whether any such auction results in a purchase order, provided thet an auction resulting in a purchase order shall only be counted against the Annual Transaction Volume once. Applications National Language Support (NLS) Supplement CD Packs Please be advised that only a subset of the products included on an Applications NLS Supplement CD Pack have been translated. For existing supported customers, MetaLink has information on which products have been translated for the supported languages (hJj.//metalkeleoracle.cotn). For new or unsupported customers, please contact your Oracle Account Manager for this information. Application User, Enterprise Asset Management (EAM) User, Field Sales User, Financials User, Inventory/Shipping User, Marketing User, Manufacturing User, Purchasing User, Telesales User,: is defined as an individual authorized by Customer to use the applicable licensed application Programs which are installed on a single server or on multiple servers regardless of whether the Individual is actively using the Programs at any given time. If Customer licenses the Self Service Work Request option in conjunction with EAM, Customer is required to maintain licenses for the equivalent number of EAM Users licensed and Customer is granted unlimited access to initiate work requests, view work request status and view scheduled completion dates for Customer's entire employee population. Application Read -Only User; is defined as an individual authorized by Customer to run only queries or reports against the following application Programs for which Customer has also acquired non -read only application user licenses: Financials, Purchasing, Project Costing, Sales Contracts, Service Contracts, Project Contracts, Discrete Manufacturing and Process Manufacturing. Case Report Form (CRF) Page: is defined as the "electronic equivalent" of what would be the total number of physical paper pages initiated remotely by the Program (measured explicitly in the Program es Received Data Collection instruments) during a 12 month period. Customer may not exceed the licensed number of CRF Pages during any 12 month period unless Customer acquire additional CRF Page licenses from Oracle. Collaboration Program User: is defined as an individual authorized by Customer to use the Programs which are Installed on a single server or on multiple servers regardless of whether the individual is actively using the Programs at any given time. For the purposes of counting and licensing the number of Web Conferencing users, a Collaboration Program User within Customer's company is defined as a user able to initiate, or host, a web conference and also participate in a web conference; all participants in the web conference external to Customer's company and attending a web conference are not required to be licensed. Compensated Individual: is defined as an individual whose compensation or compensation calculations are generated by the Programs. The term Compensated Individual Includes, but is not limited to, Customer employees, contractors, retirees, and any other Person. Computer: is defined as the computer on which the Programs are installed. A Computer license allows Customer to use the licensed Program on a single specified computer. SLSAdef V060704_us Page 1 of 7 SM Cost of Goods Sold: is defined as one million U.S. dollars in the total cost of inventory that a company has sold during their fiscal year. If Cost of Goods Sold is unknown to Customer then Cost of Goods Sold shall be equal to 75% of total company revenue. Electronic Order Line: is defined as the total number of distinct order lines entered electronically into the Oracle Order Management application from any source (not manually entered by licensed Order Management Users, Professional Users 2003 or Professional Users 2003 - External) during a 12 month period. This includes order lines originating as external EDI/XML transactions and/or sourced from other Oracle and non -Oracle applications. Customer may not exceed the licensed number of order lines during any 12 month period. Employee: is defined as an active employee of Customer. (note: The value of these applications Is determined by the size of the active employee population and not the number of actual users. Therefore, all of Customer active employees must be included in Customer order when licensing these applications.) . Employee User: • is defined as .an individual authorized by. Customer to Use the application Programs which are installed on' a • single server or multiple •servers; regardless' of whether.or not'the individual Is actively using. the Programs at any' given. tune: Customer's human resource personnel that require access to the Oracle Self Service Human Resources' program may not be licensed as Employee Users, but must be licensed at Professional Users. Additionally, Customer's technical support personnel that require access to the Oracle iSupport program may not be licensed as Employee Users, but must be licensed as Professional Users. Expense Report: is defined as the total number of expense reports processed by Internet Expenses during a 12 month period. Customer may not exceed the licensed number of expense reports during any 12-month period. Field Technician: is defined as an engineer, technician, representative, or other person who is dispatched by Customer, including the dispatchers, to the field using the Programs. Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in Customer's institution and any part-time student enrolled in Customer's institution counts as 25% of en FTE Student. The definition of "full-time" and "part-time" is based on Customer's policies for student classification. if the number of FTE Students is a fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements. Hosted Named User: is defined as an individual authorized by Customer to access the hosted service, regardless of whether the individual is actively accessing the hosted service at any given time. [Learning Subscription: is defined as a web based learning environment that is made available to Customer subject to the terms of this agreement and Oracle's learning Subscription Policies. Oracle's Learning Subscription Policies may be accessed at http://oracle.com/contracts, and may be updated by Oracle from time to time without notice to Customer. Implementation Services, Packaged Methods, Architecture Services, Accelerator Services, Assessment Services and Workshops Each Implementation Service, Packaged Method, Architecture Service, Accelerator Service, Assessment Service and Workshop is provided subject to the statement of obligation for that particular offering and Oracle's consulting services policies. Oracle's consulting services policies may be accessed at: http://oracle.com/contracts, and are subject to change. 1K Invoice Line: is defined one thousand invoice line Items processed by the Program during a I2 month period. Customer may not exceed the licensed number of Invoice Lines during any 12 month period unless Customer acquires additional Invoice Line licenses from Oracle. Learning Credits: may be used to acquire education products and services offered in the Oracle University online catalogue which may be accessed at http://oracle.com/contracts under the terms specified therein. Learning Credits may only be used to acquire products and services at the list price in effect at the time Customer orders the relevant product or service, and may not be used for any product or service that is subject to a promotional discount. Learning Credits are valid for a period of 12 months from the date Customer's order is accepted by Oracle, and Customer must acquire products and must use any acquired services prior to the end of such period. Customer may only use Learning Credits in the country in which Customer acquired them, may not use them as a payment method for additional Learning Credits, and may not use different Learning Credit accounts to acquire a single product or service. Customer may be required to execute standard Oracle ordering materials when using Learning Credits to order products or services. SLSAdef V060704_ ur Pagc 2 of 7 SM in Managed Assets: is defined as one million U.S. dollars of the following total: (1) Book value of investment in capital leases, direct financing leases and other finance leases, including residuals, whether owned or managed for others, active on the Program, plus (2) Book value of assets on operating leases, whether owned or managed for others, active on the Program, plus (3) Book value of loans, notes, conditional sales contracts and other receivables, owned or managed for others, active on the Program, plus (4) Book value of non earning assets, owned or managed for others, which were previously leased and active on the Program, including assets from term terminated leases and repossessed assets, plus (5) Original cost of assets underlying leases and loans, originated and active on the Program, then sold within the previous 12 months. Membership: is defined as an individual authorized by Customer to access the hosted service, regardless of whether the individual is accessing the hosted service at any given time. Module: is defined as each production database running the Programs. • • Named User Plus: is defined as an Individual authorized by Customer to use the Programs which are installed on•a'single server ot multiple servers, regardless ofevhether.•the individual is actively using the Programs at any given time. A non human:operated ' device will be counted as a Named' User Plus' in addition to all individuals authorized to use the,Progiams, if such devices ran access the Programs, If multiplexing hardware or software (e.g., a TP monitor or a web server producf) is used, this number must be measured at the multiplexing front end. Automated belching of data from computer to computer is permitted. Customer is responsible for ensuring that the Named User Plus per Processor minimums are maintained for the Programs contained in the user minimum table in the Licensing Rules section; the minimums table provides for the minimum number of Named Users Plus required and all actual users must be licensed. Non Employee User - External: is defined as an individual, who is not Customer's employee, contractor or outsourccr, authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. Oracle Finance Division Contract: is a contract between Customer and Oracle (or one of Oracle's affiliates) that provides for payments over time of some or all of the sums due under your order. Oracle University Online Library Service: the Oracle University Online Library service is a web based learning environment that is made available to Customer subject to the terms of the Agreement and Oracle University's Online Library Hosting Access Policies. Oracle University's Online Library Hosting Access Policies may be accessed at http //oracle.com/contracts, and may be updated by Oracle from time to time without notice to Customer. Customer acknowledges that Customer will create and activate an administrator account and password and that the Oracle University Online Library service is available on http://www.oracle,com/education/oln. The term of Customer's Oracle University Online Library service shall be one year from the Effective Date of Customer's order (except the Oracle University Premium Online Library service available in the courses and languages specified at http://www.oracle.com/educationloln, the term for which shall be six months from the Effective Dew of Customer's order). At the end of the term, the Oracle University Online Library service may be renewed for an additional term of the same length at the then current Oracle University Online Library service rates by contacting Customer's local Oracle Education Sales Office.. If Customer chooses not to renew, all rights to use the Oracle University Online Library service shall cease. Notwithstanding anything to the contrary in the agreement, Oracle does not warrant that the Oracle University Online Library service will be provided uninterrupted or error -free, Order Lines is defined as the total number of order entry line items processed by the Program during a 12 month period. Multiple order entry line items may be entered as part of an individual customer order or quote, and may also be automatically generated by the Oracle Configurator. Customer may not exceed the licensed number of Order Lines during any 12 month period unless Customer acquires additional Order Line licenses from Oracle. Order Management User: is defined as an individual authorized by Customer to use the applicable licensed application Programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the Programs at any given time. Order Management Users arc allowed to manually enter orders directly into the Programs but any orders entered electronically from other sources must be licensed separately. Orders: is defined as the total number of distinct orders for all Programs that are a part of Electronic Orders, entered electronically (not manually entered by licensed professional users) through EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing, during a 12 month period. Customer may not exceed the licensed number of orders during any 12 month period. SLSAdcfV06o7o4_us Page 3 of7 Partner Organization: is defined as an external third party business entity that provides value-added services in marketing and selling Customer's products. Depending upon the type of industry, partner organizations play different roles and are recognized by different names such as moiler, distributor, agent, dealer or broker. Person: is defined as Customer's employee or contractor who is actively working on behalf of Customer's organization or a former employee who has one or more benefit plans managed by the system or continues to be paid through the system. For Time and Labor, a person is defined as an employee or contractor whose time or labor (piece work) or absences are managed by the application. For Project Resource Management, a person is defined as an individual who is scheduled on a project. For Internet Time, a person is defined as an individual who is charging time to a project via the application. The total number of licenses needed is to be based on the peak number of part-time and full-time people whose records arc recorded in the system. Ported Number: is defined as the telephone number that end users retain as they change from one service provider to another. This telephone number originally resides on a telephone switch and is moved into the responsibility of another telephone switch. • •Primary Usage:. is defined. as each licensed user of the following applications: Financials,' Discrete Manufacturing, Process • Manufacturing, Project Costing and Purchasing. Each licensed user is counted only once based on primary usage. 'Customer must specify how many users Customer is licensing for each application. Primary Usage of one of the applications listed above provides the licensed user with the right to use any or all of the other application Programs listed above for which Customer is licensed. Primary Usage does not provide Customer with the right to use other application Programs Including the extensions or options to the application Programs listed above. Processor: shall be defined as all processors where the Oracle Programs are installed and/or running. Programs licensed on a Processor basis may be accessed by Customer's internal users (including agents and contractors) and by third party users. For the purposes of counting the number of processors which require licensing, a multicore chip with "n" processor cores shall be counted as "n" processors. For the Healthcare Transaction Base program, only the processors on which Internet Application Server Enterprise Edition and this program are installed and/or running are counted for the purpose of determining the number of licenses required. For the 'Support, iStore and Configurator Programs, only the processors on which Internet Application Server (Standard Edition and/or Enterprise Edition) and the licensed program are running aro counted for the purpose of determining the number of licenses required for the licensed program; under these licenses Customer may also install and/or run the licensed program on the processors where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) is installed and/or running. With respect to the Customer Data Hub program, in determining the number of licenses required, only processors on which both Oracle Database Enterprise Edition and the Customer Data Hub Program are running in production shall be counted. Professional User: is defined as an individual authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. For the purposes of Order Management, Advanced Pricing and Purchasing, Professional Users are allowed to manually enter orders directly into these Programs but any orders transmitted or executed electronically (via EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing) must be licensed separately. Professional User — External : is defined as an individual, who Is not Customer's employee, contractor or outsourcer, authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. For the purposes of Order Management, Advanced Pricing and Purchasing, Professional Users — External are allowed to manually enter orders directly into these Programs but any orders transmitted or executed electronically (via EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing) must be licensed separately. Professional User 2003: is defined as an individual authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. Professional Users 2003 are allowed to manually enter orders directly into the Programs but any orders entered electronically into Order Management from other sources must be licensed separately. Professional User 2003 -- External: is defined as an individual, who is not Customer's employee, contractor or outsourcer, authorized by Customer to use the application Programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the Programs at any given time. Professional Users 2003 — External are allowed to manually enter orders directly into the Programs but any orders entered electronically from other sources must be licensed separately. SLSAdef V060704 us Page 4 of 7 Program Documentation: is defined as the program user manual and program installation manuals. Purchase Line: is defined as the total number of purchase line items processed by the application during a 12 month period. Multiple purchase lines may be created on either a requisition or purchase order or may be automatically generated by other Oracle Application Programs. For iProcurement, Purchase Lines are counted as all line items on an approved requisition created in iProcurement. Per Purchasing Intelligence, Purchase Lines are counted as the line items on purchase orders processed through this application. This does not include communication on the same purchase order. For each application, Customer may not exceed the licensed number of Purchase Lines during any 12 month period unless Customer acquires additional Purchase Line licenses from Oracle, Customer may acquire a different number of Purchase Line licenses for each program (the number of Purchase Lines for iProcurement could be a smaller number than for Purchasing Intelligence). SM In Revenue: is defined as one million U.S. dollars in all income (interest income and non interest income) before adjustments for expenses and taxes generated by Customer during a fiscal year. ...Rosetta/de Partner interface Processes® (P1Ps®): are defined as business processes between trading partners. Pre:Configured* systeim-to-'system XML-based dialogs for the relevant £-Business Suite Application(s) are provided.," l~ach preconfiguied includes a business document with the vocabulary and a business proems with the choreography of the messege dialog. Service Order Line: is defined as the total number of service order entry line items processed by the program during a 12 month period. Multiple service order entry line items may be entered as part of an individual customer service order or quote. Customer may not exceed the licensed number of Service Order Lines during any 12 month period unless Customer acquires additional Service Order Line licenses from Oracle. Subscriber: is defined as (a) a working telephone number for all wireline devices; (b) a portable handset or paging device that has been activated by Customer for wireless communications and paging; (c) a residential drop or a nonresidential device serviced by a cable provider; or (d) a live connected utility meter . The total number of Subscribers is equal to the aggregate of all types of Subscribers. If Customer's business is not defined in the primary definition of Subscriber above, Subscriber is defined as each U:. $1 000 increment of Customer's gross annual revenue as reported to the SEC In Customer's annual report or the equivalent accounting or reporting document. Suite: is defined as all the functional software components described in the product documentation. System: shall be defined as each distinct production database. Test, development, failover and standby databases are not required to be licensed as systems; however, Customer may run the Program on these databases. Technical Reference Manuals Technical Reference Manuals ("TRMs") are Oracle's confidential information. Customer shall use the TRMs solely for Customer's internal data processing operations for purposes of (a) implementing applications Programs, (b) interfacing other software and hardware systems to the applications Programs and (c) building extensions to applications Programs. Customer shall not disclose, use or permit the disclosure or use by others of the TRMs for any other purpose. Customer shall not use the TRMs to create software that performs the same or similar functions as any of Oracle products. Customer agrees: (a) to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as Customer exercises to safeguard the confidentiality of Customer's most Important confidential information or a reasonable degree of care, whichever is greater; (b) to maintain agreements with Customer's employees and agents that protect the confidentiality and proprietary rights of the confidential information of third parties such as Oracle and instruct Customer's employees and agents of these requirements for the TRMs; (c) restrict disclosure of the TRMs to those of Customer's employees and agents who have a "need to know" consistent with the purposes for which such TRMs were disclosed; (d) maintain the TRMs at all times on Customer's premises; and (e) not to remove or destroy any proprietary or confidential legends or markings placed upon the TRMs. Oracle shall retain all title, copyright and other proprietary rights in the TRMs. TRMs arc provided to Customer "as -is" without any warranty of any kind. Upon termination, Customer shall cease using, and shall return or destroy, all copies of the applicable TRMs. Technical Support For purposes of the Ordering Document, Technical Support consists of Software Updates, Product Support and/or other annual technical support services Customer may have ordered. If ordered, annual Technical Support (including first year and all subsequent years) is provided under Oracle's Technical Support Policies in effect at the time the services are provided. The Technical 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 for supported programs during the period for which fees for Technical Support SLSAdef V060704 us Pegs 5 of 7 have been paid, Customer should review the policies prior to entering into the Ordering Document for the applicable services. Customer may access the current version of the Technical Support Policies at http:lloracie.comlcontracts. Technical support is effective upon shipment, or if shipment is not required, upon the Effective Date of the Ordering Document. lfyour order was placed through the Oracle Store, the Effective Date is the date your order was accepted by Oracle. 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 and second renewal years the fee for Software Updates or Product Support will not increase by more than 4% over the prior year's fees. If Customer's order is fulfilled by a member of Oracle's partner program, the fee for Software Updates or Product Support for the first renewal year will be the price quoted to Customer by your partner, the fee for Software Updates or Product Support for the second renewal year will not increase by more than 4 % over the prior year's fees. If Customer decides to purchase Technical Support for any license within a license set, Customer is required to purchase '• Technical; Support at the same level for•all licenses within that license set.' Customer may .desupport a subset of licenses in. a 'license set only if Customer agrees to terrrlinate that•subset'of licenses. The Technical Support fees for the remaining licenses be priced in accordance with the Technical Support Policies In effect at the time of termination, 'Oracle's license set definition 'is ' available in the current Technical Support Policies, If Customer decides not to purchase Technical Support, Customer may not update any unsupported program licenses with new versions of the Program. Oracle reserves the right to desupport its Programs or particular versions of its Programs. Customer will be notified in advance when Oracle determines that a Program is to be desupported. Such desupport notices, which are posted at Oracle's customer support web site, MetaLink (or Oracle's then current customer support web site), contain desupport dates, information about availability of Extended Support and Extended Maintenance Support and information about migration paths for certain features. The desupport notices are subject to change; Oracle will provide updated desupport notices on MetaLink (or Oracle's then current customer support web site) as necessary. Trainee:. is defined as an employee, contractor, student or other person who is being recorded by the program. Workstation: is defined as the client computer from which the Programs are being accessed, regardless of where the Program is installed. 1'erm Design atlottl If Customer's Program license does not specify a term, the Program license is perpetual and shall continue unless terminated as otherwise provided in the Agreement. 1, 2, 3, 4, 5 Year Terms: A Program license specifying a 1, 2, 3, 4 or S Year Term shall commence on the Effective Date of the order and shall continue for the specified period. At the end of the specified period the Program license shall terminate. 1 Year Hosting Term: A Program license specifying a 1 Year Hosting Term shall commence on the Effective Date of the order and shall continue for a period of I year. At the end of the 1 year the Program license shall terminate. A Program license specifying a 1 Year Hosting Term may only be used for providing internet hosting services. I Year Oracle Hosted Term: A Program license specifying a 1 Year Oracle Hosted Term shall commence on the Effective Date of the order and shall continue for a period of I year. At the end of the 1 year the Program license shall terminate. A Program license specifying a 1Year.Oracle Hosted Term must be hosted by Oracle.com via Computer and Administration services. 1 Year Subscription: A Program license specifying a 1 Year Subscription shall commence on the Effective Date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate. Licensing lutes Fallover: Customer's license for the Oracle Database (Enterprise Edition, Standard Edition or Standard Edition One) includes the right to run the database on an unlicensed spare computer in a failover environment for up to a total of ten separate days in any given calendar year. Any use beyond the right granted in the previous sentence must be licensed separately and the same license metric must be used when licensing the Oracle Database. SLSAdef V060704us Page 6 of 7 Testing: For the purpose of testing physical copies of backups, Customer's license for the Oracle Database (Enterprise Edition, Standard Edition or Standard Edition One) includes the right to run the database on en unlicensed computer for up to four times, not exceeding 2 days per testing, in any given calendar year. Customer is responsible for ensuring that the following restrictions are not violated: • Oracle Database Standard Edition may only be used on machines which have the ability to run a maximum of four processors or on a cluster of machines supporting up to a maximum of four processors per cluster. • Oracle Standard Edition One may only be used on machines which have the ability to run a maximum of two processors. • The number of TRACE licenses (Rdb Server Option) must match the number of licenses of the associated database. • The number of Diagnostics Pack and/or Configuration Management Pack licenses must match the number of licenses of the associated Internet Application Server Program (Enterprise Edition, Standard Edition or Java Edition), The number of Identity Management licenses must match the number of licenses of the associated Internet Application Server Standard Edition Program. .• Application licensing prerequisites as specified in the Applications Licensing Table which may , be accessed at http://oracle.com'lcontracts.. ' • . If Customer purchases Named User Pius licenses for the Programs listed below, Customer 'must maintain the following user minimums and user maximums: • Program Named User Minimum Oracle Database Enterprise Edition • 25 Named Users Plus per Processor Rdb Enterprise Edition 25 Named Users Plus per Processor CODASYL DBMS 25 Named Users Pius per Processor Message Broker 10 Named Users Plus per Processor TopLink 10 Named Users Plus per Processor Internet Application Server Java Edition 10 Named Users Plus per Processor Internet Application Server Standard Edition 10 Named Users Plus per Processor Internet Application Server Enterprise Edition 10 Named Users Plus per Processor Program Named User Plus Maximum" Personal Edition 1 Named User Plus per database The number of licenses for the Programs listed below must match the number of licenses of the associated database and if Customer purchases Named User Plus licenses for these Programs, Customer must maintain, at a minimum, 25 Named Users Plus per Processor per associated database; Real Application Clusters, Partitioning, OLAF, Data Mining, Spatial, Advanced Security, Label Security, Diagnostics Pack, Tuning Pack, Change Management Pack, Configuration Management Pack SLSAdef V060704_us Page 7 of 7 City of Miami Certified Copy City Hall 3500 Pan American Drive Miami, FL 33133 www.ci.miarni,B.us File Number: 04-00843 Enactment Number: R-04-0508 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A SOFTWARE LICENSE AND SERVICES AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH ORACLE CORPORATION, THE TOP -RANKED FIRM, PURSUANT TO INFORMAL REQUEST FOR PROPOSAL ("RFP") NO, 03-04-104, ISSUED APRIL 22, 2004, AS AUTHORIZED BY THE CITY COMMISSION PURSUANT TO RESOLUTION NO. 04-0203, ADOPTED APRIL 8, 2004, WAIVING FORMAL COMPETITIVE BIDDING PROCEDURES, FOR THE ACQUISITION OF ORACLE'S ENTERPRISE RESOURCE PLANNING ("ERP") APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN AN AMOUNT NOT TO EXCEED $1,021,816, AND PROVIDING SUPPORT AND MAINTENANCE AS SET FORTH IN THE ATTACHED AGREEMENT FOR FIVE (5) YEARS AT A TOTAL FIXED COST OF $1,009,320, FOR A TOTAL CONTRACT AMOUNT NOT TO EXCEED $2,031,136, AND ANY NECESSARY THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN AN AMOUNT NOT TO EXCEED $357,000, AND A CONTINGENCY AMOUNT NOT TO EXCEED $250,000, FOR UNFORESEEABLE CIRCUMSTANCES; ALLOCATING FUNDS FROM THE INFORMATION TECHNOLOGY ERP CAPITAL IMPROVEMENT ACCOUNT CODE NO. 311613, AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, VARIOUS DEPARTMENTS CTYWIDE AND FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS, SUBJECT TO BUDGETARY APPROVAL. WHEREAS, the Arthur Anderson L.L,P. Information Technology ("IT") Strategic Plan indicated that the second highest priority of the strategic technology initiatives is the acquisition and implementation of an Enterprise Resource Planning ("ERP") Software System and recommended JD Edwards, PeopleSoft, Oracle and SAP as potential candidates for an ERP software system; and WHEREAS, the City of Miami ("City") embarked on a Business Process Review ("BPR") to study the City's current state of business processes and how it delivers services in the key areas of finance, employee relations, budget, payroll, and purchasing; and WHEREAS, the BPR study cited industry best practices in the aforementioned key areas and provided for what the City's future state of business processes should be and how it should deliver its services in the future in the key areas of finance, employee relations, budget, payroll, and purchasing; and WHEREAS, the BPR Study produced a Fit/Gap Analysis providing a road map to implement industry best practices to improve efficiencies, performance, and accountability to minimize customization during the ERP implementation; and WHEREAS, the BPR Study concluded that the City should consider Tier One ERP Software firms, from Lawson, Oracle, Peoplesoft, and SAP, to best implement Best Practice -driven solutions; and WHEREAS, the Gartner Group's Decision Drivers ("DDI") Tool was used by the City to rank how the four major ERP Software Firms of Lawson, Oracle, Peoplesoft, and SAP met the City's needs; and WHEREAS, the ERP Executive Steering Committee used the Arthur Anderson L.L.P. IT Strategic Plan, BPR Study, and Gartner Group's DDI Tool in its conclusion to consider proposals only from Tier City of Miami Page l of3 R-04-0508 File Number: 04-00843 Enactment Number: R-04-0508 One ERP Software Firms, Lawson, Oracle, Peoplesoft, and SAP; and WHEREAS, pursuant to Resolution No. 04-0203, adopted April 8, 2004, the City Commission after an advertised public hearing, ratified, approved, and confirmed the City Manager's request for waiving the requirements for competitive bids and authorized issuance of an informal Request for Proposal ("RFP") to Lawson, Oracle, Peoplesoft, and SAP; and WHEREAS, on April 22, 2004, the RFP was issued to the four firms and on May 3, 2004, four proposals were submitted by all four firms; and WHEREAS, the ERP Executive Steering Committee for eight (8) full days were present for scripted demonstrations and met on three additional occasions (May 24, May 25, and May 28, 2004) to discuss the scripted demonstrations and to consider factors such as, functionality, scripted demonstrations, end -user input, and cost analysis provided by the City's hired ERP technical consultant to make its selection of an ERP Software System; and WHEREAS, on May 28, 2004, the ERP Executive Steering Committee met and ranked the firms in the following manner: (1) Oracle (2) Peoplesoft (3) SAP (4) Lawson; and WHEREAS, the negotiation team negotiated a contract, in substantially the attached form, with the Oracle Corporation; and WHEREAS, the City Manager respectfully recommends that the City Commission authorizes the execution of said agreement, in substantially the attached form; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1) to execute a Software License and Services Agreement ("Agreement"), in substantially the attached form, with Oracle Corporation, the top -ranked firm, pursuant to informal RFP No. 03-04-104, issued April 22, 2004, pursuant to Resolution No. 04- 0203, adopted April 8, 2004, waiving formal competitive bidding procedures, for the acquisition of Oracle's Enterprise Resource Planning ("ERP") Application, Database, Tools Software and Training, in the amount not to exceed $1,021,816, and providing support and maintenance as set forth in the attached Agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract amount not to exceed $2,031,136 and any necessary third -party application software, as needed, from a third -party provider, in the amount not to exceed $357,000 and a contingency amount not to exceed $250,000, for unforeseeable circumstances, with funds allocated from Information Technology ERP Capital Improvement Account Code No. 311613, and from the Operating Budgets of Information Technology and various departments Citywide and from various Capital Improvement Project Accounts, subject to budgetary approval. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} City ofMiami Page 2 of 3 R-O4-OS08 File Number: 04-00843 Enactment Number: R-04-0508 Date: JULY 22, 2004 Mover: COMMISSIONER GONZALEZ Seconder: COMMISSIONER WINTON Vote: AYES: 4 - COMMISSIONER GONZALEZ, WINTON, REGALADO AND TEELE ABSENT: 1 - COMMISSIONER SANCHEZ Action: ADOPTED Date: JULY 27, 2004 Action: SIGNED BY THE MAYOR i, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-04-0508, with attachments, passed by the City Commission on 7/22/2004. December 15, 2005 Date Certified {1) The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. (2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 R-04-0508 City of Miami Certified Copy City Hall 3500 Pan American Drive Miami, FL 33133 www.ci.miamlfl.us File Number: 06-00114 Enactment Number: R-06-0083 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE IN THE SOFTWARE LICENSE AND SERVICES AGREEMENT WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 04-0508, ADOPTED JULY 22, 2004, TO ACQUIRE ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN THE AMOUNT NOT TO EXCEED $200,000, FROM $1,021,816 TO $1,221,816, AN INCREASE IN THE PROCUREMENT OF THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN THE AMOUNT NOT TO EXCEED $325,000, FROM $357,000 TO $682,000, AND INCREASING THE CONTINGENCY FOR UNFORESEEABLE CIRCUMSTANCES IN THE AMOUNT OF $200,000, FROM $250,000 TO $450,000; ALLOCATING FUNDS FOR SAID INCREASE(S), FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND VARIOUS DEPARTMENTS CITYWIDE, SUBJECT TO BUDGETARY APPROVAL; AMENDING RESOLUTION NO. 04-0508 TO REFLECT SAID INCREASE(S). WHEREAS, the City Manager and the Director of the Department of Information Technology recommend increasing the software license and services agreement ("Agreement") with the Oracle Corporation ("Oracle"), for tools, software and training, in the amount not to exceed $200,000, from $1,021,816 to $1,221,816, procurement of third -party application software, as needed, from a third -party provider, in the amount of $325,000, from $357,000 to $682,000, and in the contingency amount for unforeseeable circumstances, in the amount of $200,000, from $250,000 to $450,000, and amending Resolution No. 04-0508, to reflect said increase(s); and WHEREAS, the City of Miami ("City") requires these increases to leverage additional functionality within the Oracle Financial Systems which will further enhance the business processes of the City, productivity of its employees, and the reliability and responsiveness of the applications; and WHEREAS, funds for said increases are available from various Capital Improvement Project Accounts, from the Operating Budgets of the Department of Information Technology and various departments Citywide; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. An increase in the Agreement, with Oracle, pursuant to Resolution No. 04-0508, adopted July 22, 2004, to acquire Oracle's Enterprise Resource Planning application, database, tools, software and training, in the amount not to exceed $200,000, from $1,021,816 to $1,221,816, procurement of third -party application software, as needed, from a third -party provider, in the amount of $325,000, from $357,000 to $682,000, and in the contingency amount for unforeseeable circumstances, in the amount of $200,000, from $250,000 to $450,000, is authorized. City of Miami Page 1 of R-06-0083 File Number: 06-00114 Enactment Number: R-06-0083 Section 3. Resolution No. 04-0508, adopted July 22, 2004, is amended in the following particulars:{1} "Resolution No. 04-0508 Section 2. The City Manger is authorized{1} to execute a Software License and Services Agreement ("Agreement"), in substantially the attached from, with Oracle Corporation, the top -ranked firm, pursuant to informal RFP No. 03-04-104, issued April 22, 2004, pursuant to Resolution No. 04-0203, adopted April 8, 2004, waiving formal competitive bidding procedures, for the acquisition of Oracle's Enterprise Resource Planning ("ERP") Application, Database, Tools, Software and Training, in the amount not to exceed $1,021,816 $1,221,816 and providing support and maintenance as set forth in the attached Agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract amount not to exceed $2,031,136 $2,231,136, and any necessary third -party application software, as needed, from a third -party provider, in an amount not to exceed $357,000 $682,000, and a contingency amount not to exceed $2.59;90O $450,000, for unforeseeable circumstances, with funds allocated from Information Technology ERP Capital Improvement Account Code No. 311613, and from the Operating Budgets of the Department of Information Technology, and various departments Citywide and from various Capital Improvement Project Accounts, subject to budgetary approval. Section 4. Funds for said increase(s) are allocated from various Capital Improvement Project Accounts, and from the Operating Budgets of the Department of Information Technology, and various departments Citywide, subject to budgetary approval. Section 5. This Resolution shall become effective immediately upon adoption and signature of the Mayor.{2) Date: FEBRUARY 9, 2006 Mover: COMMISSIONER SANCHEZ Seconder: VICE CHAIRMAN WINTON Vote: AYES: 5 - COMMISSIONER GONZALEZ, WINTON, SANCHEZ, REGALADO AND SPENCE-JONES Action: ADOPTED Date: FEBRUARY 10, 2006 Action: SIGNED BY THE MAYOR City of Miami Page 2 of 3 R-06-0083 File Number: 06-00114 Enactment Number: R-06-0083 1, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-06-0083, with attachments, passed by the City Commission on 2/9/2006. June 15, 2006 Date Certified {1} Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 R-06.0083 City of Miami Legislation Resolution: R-10-0217 City Hall 3500 Pan American Drive Miami, FL 33133 www,miamigov.com File Number: 10-00613 Final Action Date:' /27/2010 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT") WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 08-0128, ADOPTED MARCH 13, 2008, IN AN AMOUNT NOT TO EXCEED $1,276,615 ,THEREBY INCREASING THE TOTAL AGREEMENT AMOUNT FROM $1,501,320 TO AN AMOUNT NOT TO EXCEED $2,777,935, FOR SUPPORT AND MAINTENANCE FOR ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, AND SOFTWARE FOR APPROXIMATELY A THREE AND A HALF (3 1/2) YEAR PERIOD; ALLOCATING FUNDS FOR SAID INCREASE, FROM THE OPERATING BUDGET OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, ACCOUNT NO. 00001.251000.546000.0.0. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. An increase to the Software License and Services Agreement ("Agreement") with Oracle Corporation ("Oracle"), pursuant to Resolution No. 08-0128, adopted March 13, 2008, in an amount not to exceed $1,276,615 , thereby increasing the total Agreement amount from $1,501,320 to an amount not to exceed$ 2,777,935, for support and maintenance for Oracle's Enterprise Resource Planning application, database, tools and software, for approximately a three and a half (3 1/2) year period, is authorized, with funds allocated for said increase, from the operating budget of the Department of Information Technology, Account No.00001.251000.546000.0.0. Section 2. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{1} Footnotes: {1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 1 41 File Id: 10-00613 (Version: l) Printed On: 677/2010 City of Miami Master Report Enactment Number: R-10-0217 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 10-00613 Version: 1 File Type: Resolution Reference: File Name: Increase Software Agmt-Oracle Corp Status: Passed. Controlling Body: Office of the City Clerk Introduced: 5/11/2010 Requester: Department of Information Cost: Final Action: 5/27/2010 Technology Title: A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT") WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 08-0128, ADOPTED MARCH 13, 2008, IN AN AMOUNT NOT TO EXCEED $1,276,615 ,THEREBY INCREASING THE TOTAL AGREEMENT AMOUNT PROM $1,501,320 TO AN AMOUNT NOT TO EXCEED $2,777,935, FOR SUPPORT AND MAINTENANCE FOR ORACLE'S EN l'ERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, AND SOFTWARE FOR APPROXIMAFhLY A THREE AND A HALF (3 1/2) YEAR PERIOD; ALLOCATING FUNDS FOR SAID INCREASE, PROM THE OPERATING BUDGET OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, ACCOUNT NO. 00001.251000.546000,0, 0. Sponsors: Notes: Indexes: Attachments: 1.0-00613 Legislation .pdf,10-00613 Summary Form.pdf,10-00613 Pre Legislation.pdf,10-00613 Pre Legislation 2,pdf 10-00613 Pre Legislation 3:pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due. Date: Return Date: Result: 1 Office of the City 5/18/2010 Reviewed and Attorney Approved 1 City Commission 5/27/2010 ADOPTED Office of the Mayor. 6/7/201(1 Signed by the Mayor Office of the City Clerk Office of the City Clerk 6/7/2010 Signed and Attested by City Clerk Pass City afildiami Page 1 Printed an 6/Z i2010 City of Miami Certified Copy City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00210 Enactment Number: R-08-0128 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT') WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 04-0508, ADOPTED JULY 22, 2004, FOR ADDITIONAL SUPPORT AND MAINTENANCE, FOR ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, AND SOFTWARE, IN THE AMOUNT NOT TO EXCEED $492,000, THEREBY INCREASING THE TOTAL AGREEMENT AMOUNT FROM $1,009,320 TO $1,501,320; ALLOCATING FUNDS FOR SAID INCREASE, FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS, FROM THE OPERATING BUDGET OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND VARIOUS DEPARTMENTS CITYWIDE SUBJECT TO BUDGETARY APPROVAL AT THE TIME OF NEED. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. An increase to the Software License and Services Agreement ("Agreement") with Oracle Corporation ("Oracle"), pursuant to Resolution No. 04-0508, adopted July 22, 2004, for additional support and maintenance, for Oracle's Enterprise Resource Planning application, database, tools, and software, in the amount not to exceed $492,000, thereby increasing the total Agreement amount from $1,009,320 to $1,501,320, is authorized, with funds allocated for said increase, from various Capital Improvement Project accounts, from the operating budget of the Department of Information Technology, and various departments Citywide subject to budgetary approval at the time of need. Section 2. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{1} Date: MARCH 13, 2008 Mover: COMMISSIONER GONZALEZ Seconder: COMMISSIONER SARNOFF Vote: AYES: S - COMMISSIONER GONZALEZ, SARNOFF, SANCHEZ, REGALADO AND SPENCE-JONES Action: ADOPTED Date: MARCH 17, 2008 Action: SIGNED BY THE MAYOR ofM,ami Page .1 o/7 R-08-0128 File Number: 08-00210 Enactment Number: R-08-0128 t, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-08-0128, with attachments, passed by the City Commission on 3/13/2008. July 03,2008 Date Certified {1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Pogo 1 of 2 R-08-0128 City of Miami Certified Copy City Hall 3500 Pan American Drive Miami, FL 33133 www.cLmiami.fl.us File Number: 06-00114 Enactment Number: R-06-0083 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING AN INCREASE IN THE SOFTWARE LICENSE AND SERVICES AGREEMENT WITH ORACLE CORPORATION ("ORACLE"), PURSUANT TO RESOLUTION NO. 04-0508, ADOPTED JULY 22, 2004, TO ACQUIRE ORACLE'S ENTERPRISE RESOURCE PLANNING APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN THE AMOUNT NOT TO EXCEED $200,000, FROM $1,021,816 TO $1,221,816, AN INCREASE IN THE PROCUREMENT OF THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN THE AMOUNT NOT TO EXCEED $325,000, FROM $357,000 TO $682,000, AND INCREASING THE CONTINGENCY FOR UNFORESEEABLE CIRCUMSTANCES IN THE AMOUNT OF $200,000, FROM $250,000 TO $450,000; ALLOCATING FUNDS FOR SAID INCREASE(S), FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND VARIOUS DEPARTMENTS CITYWIDE, SUBJECT TO BUDGETARY APPROVAL; AMENDING RESOLUTION NO. 04-0508 TO REFLECT SAID INCREASE(S). WHEREAS, the City Manager and the Director of the Department of Information Technology recommend increasing the software license and services agreement ("Agreement") with the Oracle Corporation ("Oracle"), for tools, software and training, in the amount not to exceed $200,000, from $1,021,816 to $1,221,816, procurement of third -party application software, as needed, from a third -party provider, in the amount of $325,000, from $357,000 to $682,000, and in the contingency amount for unforeseeable circumstances, in the amount of $200,000, from $250,000 to $450,000, and amending Resolution No. 04-0508, to reflect said increase(s); and WHEREAS, the City of Miami ("City") requires these increases to leverage additional functionality within the Oracle Financial Systems which will further enhance the business processes of the City, productivity of its employees, and the reliability and responsiveness of the applications; and WHEREAS, funds for said increases are available from various Capital improvement Project Accounts, from the Operating Budgets of the Department of Information Technology and various departments Citywide; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. An increase in the Agreement, with Oracle, pursuant to Resolution No. 04-0508, adopted July 22, 2004, to acquire Oracle's Enterprise Resource Planning application, database, tools, software and training, in the amount not to exceed $200,000, from $1,021,816 to $1,221,816, procurement of third -party application software, as needed, from a third -party provider, in the amount of $325,000, from $357,000 to $682,000, and in the contingency amount for unforeseeable circumstances, in the amount of $200,000, from $250,000 to $450,000, is authorized. Cu), ofMiami Page I ol'3 R-06-0083 File Number: 06-00114 Enactment Number: R-06-0083 Section 3. Resolution No. 04-0508, adopted July 22, 2004, is amended in the following particulars:{1 } "Resolution No. 04-0508 Section 2. The City Manger is authorized{1} to execute a Software License and Services Agreement ("Agreement"), in substantially the attached from, with Oracle Corporation, the top -ranked firm, pursuant to informal RFP No. 03-04-104, issued April 22, 2004, pursuant to Resolution No. 04-0203, adopted April 8, 2004, waiving formal competitive bidding procedures, for the acquisition of Oracle's Enterprise Resource Planning ("ERP") Application, Database, Tools, Software and Training, in the amount not to exceed $1,021,81- $1,221 816, and providing support and maintenance as set forth in the attached Agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract amount not to exceed $2,031,136 $2,231,136, and any necessary third -party application software, as needed, from a third -party provider, in an amount not to exceed $357,000 $682,000, and a contingency amount not to exceed $250,000 $450,000, for unforeseeable circumstances, with funds allocated from Information Technology ERP Capital Improvement Account Code No. 311613, and from the Operating Budgets of the Department of Information Technology, and various departments Citywide and from various Capital Improvement Project Accounts, subject to budgetary approval. Section 4. Funds for said increase(s) are allocated from various Capital Improvement Project Accounts, and from the Operating Budgets of the Department of Information Technology, and various departments Citywide, subject to budgetary approval. Section 5. This Resolution shall become effective immediately upon adoption and signature of the Mayor.{2} Date: FEBRUARY 9, 2006 Mover: COMMISSIONER SANCHEZ Seconder: VICE CHAIRMAN WINTON Vote: AYES: 5 - COMMISSIONER GONZALEZ, WINTON, SANCHEZ, REGALADO AND SPENCE-JONES Action: ADOPTED Date: FEBRUARY 10, 2006 Action: SIGNED BY THE MAYOR City of Miami Page 2 of 3 R-06-0083 File Number: 06-00114 Enactment Number: R-06-0083 I, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-06-0083, with attachments, passed by the City Commission on 2/9/2006. June 15, 2096 Date Certified {1} Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City ofMiami Page 3 of 3 R-06-0083 City of Miami Certified Copy City Hall 3500 Pan American Drive Miami, FL 33133 www.ci.miami.tl.us File Number: 04-00343 Enactment Number: R-04-0508 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A SOFTWARE LICENSE AND SERVICES AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH ORACLE CORPORATION, THE TOP -RANKED FIRM, PURSUANT TO INFORMAL REQUEST FOR PROPOSAL ("RFP") NO. 03-04-104, ISSUED APRIL 22, 2004, AS AUTHORIZED BY THE CITY COMMISSION PURSUANT TO RESOLUTION NO. 04-0203, ADOPTED APRIL 8, 2004, WAIVING FORMAL COMPETITIVE BIDDING PROCEDURES, FOR THE ACQUISITION OF ORACLE'S ENTERPRISE RESOURCE PLANNING ("ERP") APPLICATION, DATABASE, TOOLS, SOFTWARE AND TRAINING, IN AN AMOUNT NOT TO EXCEED $1,021,816, AND PROVIDING SUPPORT AND MAINTENANCE AS SET FORTH IN THE ATTACHED AGREEMENT FOR FIVE (5) YEARS AT A TOTAL FIXED COST OF $1,009,320, FOR A TOTAL CONTRACT AMOUNT NOT TO EXCEED $2,031,136, AND ANY NECESSARY THIRD -PARTY APPLICATION SOFTWARE, AS NEEDED, FROM A THIRD -PARTY PROVIDER, IN AN AMOUNT NOT TO EXCEED $357,000, AND A CONTINGENCY AMOUNT NOT TO EXCEED $250,000, FOR UNFORESEEABLE CIRCUMSTANCES; ALLOCATING FUNDS FROM THE INFORMATION TECHNOLOGY ERP CAPITAL IMPROVEMENT ACCOUNT CODE NO. 311613, AND FROM THE OPERATING BUDGETS OF THE DEPARTMENT OF INFORMATION TECHNOLOGY, VARIOUS DEPARTMENTS CTYWIDE AND FROM VARIOUS CAPITAL IMPROVEMENT PROJECT ACCOUNTS, SUBJECT TO BUDGETARY APPROVAL. WHEREAS, the Arthur Anderson L.L.P. Information Technology ("IT") Strategic Plan indicated that the second highest priority of the strategic technology initiatives is the acquisition and implementation of an Enterprise Resource Planning ("ERP") Software System and recommended JD Edwards, PeopleSoft, Oracle and SAP as potential candidates for an ERP software system; and WHEREAS, the City of Miami ("City") embarked on a Business Process Review ("BPR") to study the City's current state of business processes and how it delivers services in the key areas of finance, employee relations, budget, payroll, and purchasing; and WHEREAS, the BPR study cited industry best practices in the aforementioned key areas and provided for what the City's future state of business processes should be and how it should deliver its services in the future in the key areas of finance, employee relations, budget, payroll, and purchasing; and WHEREAS, the BPR Study produced a Fit/Gap Analysis providing a road map to implement industry best practices to improve efficiencies, performance, and accountability to minimize customization during the ERP implementation; and WHEREAS, the BPR Study concluded that the City should consider Tier One ERP Software firms, from Lawson, Oracle, Peoplesoft, and SAP, to best implement Best Practice -driven solutions; and WHEREAS, the Gartner Group's Decision Drivers ("DDI") Tool was used by the City to rank how City o/Miami Page 1 0.13 R-Oa-0508 File Number: 04-00843 Enactment Number: R-04-0508 the four major ERP Software Firms of Lawson, Oracle, Peoplesoft, and SAP met the City's needs; and WHEREAS, the ERP Executive Steering Committee used the Arthur Anderson L.L.P. IT Strategic Plan, BPR Study, and Gartner Group's DDI Tool in its conclusion to consider proposals only from Tier One ERP Software Firms, Lawson, Oracle, Peoplesoft, and SAP; and WHEREAS, pursuant to Resolution No. 04-0203, adopted April 8, 2004, the City Commission after an advertised public hearing, ratified, approved, and confirmed the City Manager's request for waiving the requirements for competitive bids and authorized issuance of an informal Request for Proposal ("RFP") to Lawson, Oracle, Peoplesoft, and SAP; and WHEREAS, on April 22, 2004, the RFP was issued to the four firms and on May 3, 2004, four proposals were submitted by all four firms; and WHEREAS, the ERP Executive Steering Committee for eight (8) full days were present for scripted demonstrations and met on three additional occasions (May 24, May 25, and May 28, 2004) to discuss the scripted demonstrations and to consider factors such as, functionality, scripted demonstrations, end -user input, and cost analysis provided by the City's hired ERP technical consultant to make its selection of an ERP Software System; and WHEREAS, on May 28, 2004, the ERP Executive Steering Committee met and ranked the firms in the following manner: (1) Oracle (2) Peoplesoft (3) SAP (4) Lawson; and WHEREAS, the negotiation team negotiated a contract, in substantially the attached form, with the Oracle Corporation; and WHEREAS, the City Manager respectfully recommends that the City Commission authorizes the execution of said agreement, in substantially the attached form; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized(1) to execute a Software License and Services Agreement ("Agreement"), in substantially the attached form, with Oracle Corporation, the top -ranked firm, pursuant to informal RFP No. 03-04-104, issued April 22, 2004, pursuant to Resolution No. 04- 0203, adopted April 8, 2004, waiving formal competitive bidding procedures, for the acquisition of Oracle's Enterprise Resource Planning ("ERP") Application, Database, Tools Software and Training, in the amount not to exceed $1,021,816, and providing support and maintenance as set forth in the attached Agreement for five (5) years at a total fixed cost of $1,009,320, for a total contract amount not to exceed $2,031,136 and any necessary third -party application software, as needed, from a third -party provider, in the amount not to exceed $357,000 and a contingency amount not to exceed $250,000, for unforeseeable circumstances, with funds allocated from Information Technology ERP Capital Improvement Account Code No. 311613, and from the Operating Budgets of Information Technology and various departments Citywide and from various Capital Improvement Project Accounts, subject to budgetary approval. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.(2} City afMiami Page 2 op R-04-0508 File Number: 04-00843 Enactment Number: R-04-0508 Date: JULY 22, 2004 Mover: COMMISSIONER GONZALEZ Seconder: COMMISSIONER WINTON Vote: AYES: 4 - COMMISSIONER GONZALEZ, WINTON, REGALADO AND TI;ELE ABSENT: 9 - COMMISSIONER SANCHEZ Action: ADOPTED Date: JULY 27, 2004 Action: SIGNED BY THE MAYOR I, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-04-0508, with attachments, passed by the City Commission on 7/22/2004. June 30, 2006 Date Certified {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City ojMiami Page 3 of 3 R-04-0508 Service Agreement THIS ON-LINE SERVICES AGREEMENT is made and entered into this 26th day of February, 2009, GOVERNMENTJOBS.COM, INC., a California corporation (d/b/a "NEOGOV"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"). 1. FORM OF AGREEMENT: This Agreement shall consist of the terms and conditions stated in the following numbered paragraphs. No other documentation related to this Agreement or generated as a result of this Agreement shall form a part of this Agreement unless it is expressly referenced and incorporated herein. 2. DEFINITIONS: In addition to any definitions contained elsewhere in this Agreement, the following terms will have the meanings set forth below: A. "Agreement" means this Agreement, any amendment thereto, and any attachment or exhibits attached hereto or that may be hereinafter attached hereto, and incorporated herein by reference. B. "Project" means any and all services, tasks, and deliverables, as described in the Statement of Work, necessary to deliver, setup, install, host, support, and use the Software and to provide all other services required under this Agreement. C. "Project Team" means the individuals employed or retained by NEOGOV to provide the Services under this Agreement. D. "Server" means a designated computer system, as agreed upon by the parties in writing, situated at a specific location and configured with the Software to support any and all users of the Software by the City. E. "Software" means those computer software programs known as NEOGOV's Recruiting Services Applicant Tracking and Testing Software System which includes but is not limited to the software application known as Insight Enterprise all as described in more detail in Exhibit A. The Software includes but is not limited to, any and all subsequent versions, refinements, upgrades, alterations, enhancements, or updates thereto, and any and all Training Materials. F. "System Overview" means the specific agreed upon statement of requirements, tasks, services, and deliverables to be provided under this Agreement as set forth in Exhibit A. G. "Term" means the Initial Term and any and all Renewal Terms set forth in paragraph 5 below. H. "Training Materials" means any and all training manuals, instructional or operational manuals, flow charts, logic diagrams, file layouts, or other written documentation describing in detail the Software and/or the System and any and all components thereto. I. "Use" means (i) transferring or downloading any data from NEOGOV's server, storage units or media into or onto the City's computer equipment 1 for processing; (ii) executing any portion of the Software as an authorized user for purposes consistent with this Agreement; (iii) accessing any Server for the purpose of obtaining or preparing information or data created through the execution of the Software for the City's municipal purposes; or (iv) merging data or any portion thereof in machine readable form into another program for purposes consistent with this Agreement. 3. SERVICES TO BE PROVIDED: A. Provision of On-line Services. 1. The City hereby engages NEOGOV, and NEOGOV hereby agrees (subject to the terms and conditions set forth herein), to provide the services (the "Services") more fully described in this Agreement and in Exhibit A, entitled "System Overview". NEOGOV shall faithfully perform the work required under this Agreement in accordance with the standards of care, skill, training, diligence and judgment provided by highly competent professionals who perform work of a similar nature to the work described in this Agreement. NEOGOV agrees to allow the City to review any of the procedures used by it in doing the work under this Agreement and to make available for inspection all notes and other documents used in performing the work. 2. Each party shall at all times during the term of this Agreement designate an individual to serve as its "Project Manager", who shall have authority to make day-to- day, managerial decisions on behalf of such party with respect to the provision of services under this Agreement. Each party shall fully cooperate with the other party in connection with the other party's performance of its obligations hereunder. Notwithstanding the foregoing, the Director of the Enterprise Resource Planning Department (the "Director" and "ERP", respectively) is the official City representative and shall have final decision making authority concerning the Services requested by the City. The Director does have the ability to suggest and make recommendations to NEOGOV with respect to functionality and capabilities desired by the City, but NEOGOV retains the exclusive and final right of what services are made available in the system. Communication between the City and NEOGOV shall be directed through the Director or the Agency's designated Project Manager. NEOGOV agrees that during the term of this Agreement it will fully coordinate all services hereunder with the City. B. Additional NEOGOV Responsibilities. In connection with the performance of this Agreement, NEOGOV shall be responsible for the following: 1. NEOGOV shall provide all required and necessary hosting and operations support for the applications described in the System Overview in a centralized facility. 2. NEOGOV shall provide the support, maintenance and other procedures and services to the City as more fully described in this Agreement and the System Overview. C. NEOGOV warrants that all services provided under this Agreement shall be provided in a professional manner consistent with industry standards. D. The services to be provided hereunder shall include training, technical support, hosting services, applicant data collection and tracking services and other data collection services all as described in Exhibit A. 2 E. The City may conduct any and all acceptance tests reasonably necessary to test and accept the Software provided by NEOGOV under this Agreement. F. NEOGOV shall provide the following: (1) NEOGOV Insight Enterprise, unlimited employer customer support, Insight Enterprise system maintenance and upgrades, and unlimited users; (2) System procurement (set up) including Insight Enterprise and the outbound HRIS interface; and (3) Two (2) days of On -site training for HR users. G. NEOGOV shall provide an Inbound Position Control Number interface to the City which would accept applicable position control information and populate that data into the database allowing hiring managers to view available open Position Control Numbers ("PCN's) on the requisition screen to create a new requisition. NEOGOV will provide the setup, testing, and license to the PCN interface at no cost to the City. 4. CITY'S RESPONSIBILITIES: In connection with the performance of this Agreement and the provision of the Services, the City shall be responsible for the following: A. The City will provide, at no cost to NEOGOV, all communications equipment, telephone and communication lines, power, telephone service and other utilities at the City's facilities and any connections to NEOGOV's facilities as may be necessary or reasonably desirable, as determined by the City in its sole discretion, to assist NEOGOV in performing the Services. B. The City shall be responsible for providing, at no cost to NEOGOV, the necessary personnel and facilities to meet the City's obligations hereunder. C. The City shall follow those procedures and provide those first -line support, maintenance and other services more fully described in this Agreement and the System Overview and such other procedures and services as the parties may mutually establish from time to time in writing. D. The City shall be responsible for ensuring that it's use of the Services and the performance of it's other obligations hereunder comply with all laws applicable to the City. E. The City shall be responsible, as between NEOGOV and the City, for the accuracy and completeness of all records and databases provided by the City in connection with this Agreement for use in connection with the Services. 5. TERM: The term of the Agreement is from the date first written above in the first paragraph of page one and shall continue for one year (the "Initial Term"). The Initial Term may be extended by the City in its sole discretion for up to four (4) additional one year renewal terms. Each renewal term shall be exercised by the action of the City Commission in appropriating funds for the payment of funds for license fees and/or services for another year. If an appropriation for any renewal term is not made for a future fiscal year, the City will be deemed to have thereby failed to exercise its option to renew this Agreement and this Agreement shall expire at the expiration of the then current term. 3 6. COMPENSATION AND PAYMENT: A. License Fees and Payment Schedule: 1. Initial Term: The City agrees to pay NEOGOV, and NEOGOV agrees to accept as complete compensation for all license fees, services and expenses for the Services the amounts set forth Exhibit B upon receipt and approval of NEOGOV's periodic invoices. The total obligation of the City for payment under this Agreement during the Initial Term shall not exceed Sixty Three Thousand Eight Hundred Dollars ($63,800.00). 2. In the event that the City elects to exercises any option to extend the term hereof for any additional year, it shall pay NEOGOV during any future renewal period a license and maintenance fee not to exceed the amounts set forth below: Renewal Terms: First Renewal Term: Second Renewal Term: Third Renewal Term: Fourth Renewal Term: $46,800.00 $46,800.00 $46,800.00 $46,800.00 The City's maximum potential obligation for license fees incurred and services provided to the City during any Renewal Term, shall not exceed the amount of One Hundred Eighty Seven Thousand Two Hundred Dollars ($187,200.00), if all four renewal options are exercised as provided herein. B. Invoicinq: NEOGOV shall be paid on a reimbursement basis except for the license fee which may be paid in advance. NEOGOV's invoices will be in a format and with a level of detail acceptable to the City. The City shall endeavor to pay any undisputed amounts within 30 days from the invoice date. All invoices shall reference the Contract Control number of this Agreement as designated below on the City's signature page. The City reserves the right to require such additional documentation as it deems appropriate to support the periodic invoice of NEOGOV. Any questions regarding the eligibility of an expense must be resolved in writing by the City prior to the incurrence of such expense by NEOGOV. An officer of NEOGOV or NEOGOV's Project Team Leader shall verify the each invoice. Should the City, in good faith, dispute any amount on any NEOGOV invoice, the City will use reasonable efforts to notify NEOGOV of the alleged error within thirty (30) days of receiving the invoice and the City and NEOGOV agree to use reasonable efforts to resolve such dispute within thirty (30) days after the City's written notification to NEOGOV. C. Maximum Contract Liability: The City's maximum obligation to pay NEOGOV for all obligations under this Agreement during the Initial Term and any and all renewal terms, if exercised, shall not exceed Two Hundred Fifty One Thousand Dollars ($251,000.00) (the "Maximum Contract Amount"). NEOGOV acknowledges that the City is not obligated to execute an Agreement or an amendment to NEOGOV for any additional services beyond those specifically described in Exhibit A, and that any services performed by NEOGOV beyond those specifically described in Exhibit A are 4 performed at NEOGOV's risk and without authorization under this Agreement. Payments owed to NEOGOV shall not exceed the amounts set forth in Exhibit B or this Agreement, with respect to the Renewal Terms, however, NEOGOV shall not be obligated to continue performance or otherwise to incur costs in excess of the amount allotted, unless and until the parties agree to modify Exhibit A and/or B, as appropriate, according to the procedure set forth in subparagraph D below. NEOGOV shall use commercially reasonable efforts to complete all of the work described in Exhibit A in a timely basis. The Parties agree that all of the City's payment obligations, whether direct or contingent, shall not exceed the Maximum Contract Amount and shall extend only to funds appropriated annually by the Denver City Council, paid into the Treasury of the City, and encumbered for the purpose of this Agreement. The Parties agree that (i) the City does not by this Agreement irrevocably pledge present cash reserves for payment or performance in future fiscal years and (ii) this Agreement is not intended to create a multiple -fiscal year direct or indirect debt or financial obligation of the City. D. Changes to Exhibit A and/or Exhibit B: The parties may modify Exhibit A and/or Exhibit B to increase or decrease the services contained therein or to adjust upward or downward specific amounts of compensation for the license fees, professional fees, and expenses identified on Exhibit B; provided, however, that no modification to Exhibit A or B shall result in or be binding on the City if any proposed modification(s), individually or collectively, requires an upward adjustment to the Maximum Contract Amount. The parties shall memorialize in writing any and all modifications to Exhibit A and/or Exhibit B by revising and restating said Exhibit. Any modification to Exhibit A and/or Exhibit B shall not take effect unless and until it is approved in writing by both parties and approved as to form by the City Attorney's office, and it shall contain the date upon which the modified Exhibit or Exhibits shall take effect. Any modification to Exhibit A and/or Exhibit B agreed to by the parties that requires an increase in the Maximum Contract Amount shall be evidenced by a written Amendatory Agreement prepared and executed by both parties in the same manner as this Agreement. 7. LICENSE OF SOFTWARE: A. Grant of License. NEOGOV grants to City, and the City accepts from NEOGOV, a personal, perpetual, non-exclusive, non -transferable, and royalty -free license to Use the Software and related documentation during the Term of this Agreement according to the terms and conditions of this Agreement, for City's internal data processing requirements or for other governmental purposes concerning the Agency. The scope of this License shall extend to any and all employees, agents, contractors, or consultant's, or other vendors authorized by the City to use the Software, or any computer systems owned or licensed by the City, for the City's internal data processing requirements or for other governmental purposes concerning the Agency. B. Development of new applications. The City may develop, directly or through third parties, new software application programs in connection with its Use of the Software and may combine such with other programs, applications, or materials to form an updated version of the Software provided that upon discontinuance or 5 termination of the license, NEOGOV application Software will be returned to NEOGOV. The City will not modify any software which bears a copyright notice of any third party without the express agreement of the third party. 8. OWNERSHIP, PROTECTION AND SECURITY: A. NEOGOV's logos, including the "powered by" logo, may appear on the "employment opportunities", "job description" and other pages of the City's web site as determined by the Director in his sole discretion. NEOGOV may use the City's trademarks, servicemarks, or logos only as designated in writing by the Director which writing shall be approved as to form by the City's Department of Law. B. Ownership of any graphics, text, data or other information or content materials and all records and databases supplied or furnished by the City hereunder for incorporation into or delivery through the application(s) described in the System Overview shall remain with the City, and NEOGOV shall cease use of all such material upon termination of this Agreement. C. The City acknowledges and agrees that nothing in this Agreement or any other agreement grants the City any licenses or other rights with respect to the Software (source code or object code) other than the license to Use the Software and the right to receive the Services as expressly provided herein. NEOGOV shall retain all ownership in the intellectual property and all other proprietary rights and interests associated with the Software and all components thereof and associated documentation, except as expressly provided herein. D. NEOGOV grants to the City a limited license during the term of this Agreement to use and reproduce NEOGOV's trademarks and logos for purposes of including such trademarks and logos in advertising and publicity materials and links solely as permitted hereunder. All uses of such trademarks and logos shall conform to the City's standard guidelines and requirements, if any, for use of such trademarks and logos. 9. NEOGOV REPRESENTATIONS AND WARRANTIES: A. Service Level Warranty. In the event that NEOGOV fail's to provide the Services or otherwise fails to perform its obligations under this Agreement, NEOGOV will provide the remedies contained in this Agreement (the "Service Level Warranty"). The Service Level Warranty shall not apply to any services other than system availability, and, shall not apply to performance issues (i) caused by factors outside of NEOGOV's reasonable control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from Customer's equipment and/or third party equipment (not within the sole control of NEOGOV). (1) Service Warranty Definitions. For purposes of this Agreement, the following definitions shall apply only to the Services (not including Professional Services). (a) "System" shall include the Insight Software System "Insight", such other software and/or software systems utilized by NEOGOV for installation, operation and/or maintenance of Insight, and any and all 6 hardware on which NEOGOV operates or hosts Insight for purposes of providing Service to Customer whether such hosting is provided directly by NEOGOV or by contract with a commercial hosting service. (b) "Downtime" shall mean sustained System unavailability in excess of three (3) consecutive hours due to the failure of NEOGOV to provide Service(s) for such period. Downtime shall not include any System unavailability during NEOGOV's Scheduled Maintenance of the System, and Services, as described herein. (c) "Scheduled Maintenance" shall mean a period of time where the System is unavailable to Customer, and/or any third party, in order for NEOGOV to perform maintenance of the System. System maintenance includes, but shall not be limited to (i) adding, modifying, or upgrading equipment software and/or System source code, and; (ii) adding, modifying, or upgrading equipment. (d) "Service Credit" shall mean the amount of One Hundred Twenty Eight Dollars and Twenty One Cents ($128.21) which represents an amount equal to the pro-rata annual recurring service charges (i.e., all annual recurring charges) for one (1) day of Service. (2) Downtime Periods. In the event Customer experiences Downtime, Customer shall be eligible to receive from NEOGOV a Service Credit for each Downtime period. Examples: If Customer experiences one Downtime period, it shall be eligible one Service Credit. If Customer experiences two Downtime periods, either from a single event or multiple events, it shall be eligible to receive two Service Credits. (3) Time to Discover Source of Downtime; Notification of City. Within two (2) hours of discovering or receiving notice of the Downtime, NEOGOV will determine whether the source of the Downtime is limited to the System. If NEOGOV determines that the System is not the source of the Downtime, NEOGOV will attempt to determine the source of the Downtime within an additional two (2) hour period. In any event, NEOGOV will notify the City of the source of the Downtime in writing within sixty (60) minutes of identifying the source. (4) Remedy of Downtime. If the source of the Downtime is within the reasonable control of NEOGOV, NEOGOV will remedy the Downtime within four (4) hours of determining the source of the Downtime. If the source of the Downtime resides outside the reasonable control of NEOGOV, NEOGOV will use commercially reasonable efforts to notify the party(ies) responsible for the source of the Downtime and cooperate with it (them) to resolve such problem as soon as possible. 7 (5) Failure to Determine Source and/or Remedy. In the event that NEOGOV is unable to determine the source of the Downtime within the time periods described herein NEOGOV will deliver a Service Credit to Customer for each two (2) hour period in excess of the two hour time periods for identification and resolution described above. (6) Any and all Services Credits will be calculated by NEOGOV and refunded to the City on a timely basis. Upon prior mutual written agreement by the parties, any Service Credits owed to the City may be applied toward any license fees due in any Renewal Term. (7) In addition to any Services Credits owed to the City, in the event that the City experiences five (5) or more Downtime periods within a single month resulting in Downtime within NEOGOV control, the parties hereby agree that actual damages to ERP and the City for the delay will be difficult or impossible to determine. Therefore, in lieu of actual damages, NEOGOV will pay to the City as fixed, agreed and liquidated damages an amount equal to all license fees or other sums of money paid by the City for the use of the Software and/or the amount of One Hundred Dollars ($100.00) for each Downtime Period within a single month resulting in Downtime within NEOGOV control. The City shall provide written notice to NEOGOV for each occurrence of Downtime beginning with the fifth occurrence of Downtime and NEOGOV shall have an opportunity to restore hosting services or other required services within the timeframes set forth in paragraph 9A4 above. NEOGOV shall be liable for such liquidated damages accruing until such time as the City may reasonably obtain delivery or performance of similar services. NEOGOV shall not be charged with liquidated damages when the delay arises out of causes beyond the reasonable control and without the fault or negligence of NEOGOV. B. Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof. NEOGOV further warrants that the Software will operate in a manner consistent with Exhibit A. C. No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, and except for latent defects, the Software is provided ON AN "AS IS" BASIS, after the City's written acceptance thereof, AND THE CITY'S USE OF THE SOFTWARE IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, D. Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW 8 DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED SOLELY TO SUCH EVENTS. 10. INFRINGEMENT ACTIONS/CITY WEBSITE: A. If timely notified in writing of any action brought against the City based on a claim that NEOGOV's Software or Services infringe a United States patent, copyright or trademark right of a third party (except to the extent such claim or infringement relates to any third party software incorporated into NEOGOV's applications), NEOGOV will defend such action in the City's best interests at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any settlement resulting from such action (provided that the City shall coordinate with NEOGOV to maintain the the defense of such infringement action and shall not make any admission of the City's liability or agree to any settlement or take any other action impairing the defense of such claim without NEOGOV's prior written approval). B. The parties agree: (i) that NEOGOV has no proprietary, financial, or other interest in the goods or services that may be described in or offered through the City's web site; and (ii) that except with respect to any material supplied by NEOGOV, the City is solely responsible (as between NEOGOV and the City) for the content, quality, performance, and all other aspects of the goods or services and the information or other content contained in or provided through the City's web site. 11. NON -WAIVER OF LIABILITY: The City, as a public entity supported by tax monies, in execution of its public trust, cannot and does not agree to waive any lawful or legitimate right to recover monies lawfully due it. The Contractor agrees that it will not insist upon or demand any statement whereby the City agrees to limit in advance or waive any right the City may have to recover actual lawful damages in any court of law under Florida or other applicable law. 12. FORCE MAJEURE: if any party to this Agreement is rendered unable, wholly or in part, by an event of force majeure or any other cause not reasonably within its control, to perform or comply with any obligation or condition of this Agreement, such party shall, upon giving notice and reasonably full particulars to the other parties, be relieved of such obligation or condition during the continuance of such inability. The term "force majeure" shall include acts of God and the public enemy, the elements, fire, accidents, breakdowns, strikes and any other industrial, civil or public disturbance, inability to obtain materials, supplies, permits or labor, and any laws, orders, rules, 9 regulations, acts or restraints of any government of governmental body or authority, civil or military. 13. PIGGYBACK CLAUSE: It is understood and agreed by the parties that any local governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with NEOGOV, be invoiced there from and make its own payments to NEOGOV in accordance with the terms of the contract established between the local governmental entity and NEOGOV. It is also hereby mutually understood and agreed that the City is not a legally bound party to any contractual agreement made between NEOGOV and any local entity other than the City. 14. STATUS OF NEOGOV: The parties agree that the status of NEOGOV shall be that of an independent contractor retained on a contractual basis to perform professional or technical services. It is not intended, nor shall it be construed, that NEOGOV or its employees are employees or officers of the City as per the City of Miami Code of Ordinances, or for any purpose whatsoever. 15. NEOGOV'S PROJECT TEAM: A. NEOGOV shall identify in writing its Project Team. NEOGOV shall submit to the Director a list of any additional personnel who will perform services under this Agreement within thirty (30) days after this Agreement has been executed, together with complete resumes and other information describing their ability to perform the services. Such additional personnel must be approved in writing by the Director which shall not be unreasonably withheld. B. NEOGOV's Project Team shall be deemed key personnel who have been engaged to perform their specialty for all services required by this Agreement. NEOGOV shall endeavor to retain all key personnel for the term of this Agreement. If NEOGOV must replace any of its key personnel, it shall notify the Director in writing of the changes. No such replacement shall be made until the replacement is approved by the Director, which approval shall not be unreasonably withheld. The Director shall respond to NEOGOV's written notice of replacement within fifteen (15) days of receipt. If the Director does not respond within that time, the listed replacement personnel shall be deemed approved. If during the term of the Agreement, the Director determines that the performance of approved key personnel is not acceptable, he shall in his sole and absolute discretion either (a) give NEOGOV a reasonable period of time to correct the performance or (b) require NEOGOV to replace the personnel as soon as practicable. C. While NEOGOV may retain and contract with subcontractors, no final agreement with any subcontractor shall be entered into without the written consent of the Director. Requests for approval of subcontractors must be made in writing and include a description of the nature and extent of services to be provided by the subcontractor; the name, address and experience and qualifications of the subcontractor; and any other information which may be requested by the Director. 10 Because NEOGOV's represented qualifications, and those of its key personnel, are a consideration to the City in entering into this Agreement, the Director shall have the right to reject any proposed subcontractor deemed unqualified or unsuitable for any reason to perform the proposed services, and the Director shall have the right to limit the number of subcontractors. The Director shall respond to NEOGOV's written notice regarding a subcontractor within thirty (30) days of receipt. If the Director does not respond within that time, the subcontractor shall be deemed approved. Approval of the subcontractor shall not relieve NEOGOV of any obligations under this Agreement. Any final agreement with the approved subcontractor must contain a valid and binding provision whereby the subcontractor waives any and all rights to make a claim of payment against any City property arising out of the performance of this Agreement. D. NEOGOV shall not retain any subcontractor to perform services under this Agreement if NEOGOV is aware, after a reasonable inquiry has been made, that subcontractor is connected with the sale or promotion of equipment or material which is or may be used on work or services specifically connected to or necessarily following on from this Agreement or that any other conflict of interest exists. 16. TERMINATION: A. Either Party may terminate this Agreement by written notice to the other in the event that: i) the other Party substantially breaches this Agreement and fails to cure such breach within forty-five (45) days of written notice from the other Party specifying the breach; or ii) the other party files a petition in bankruptcy, or has filed against it an involuntary petition in bankruptcy not dismissed within sixty (60) days after filing, or applies for or consents to the appointment of a receiver, custodian, trustee or liquidator, or make a general assignment for the benefit of its creditors. B. If this Agreement is terminated by NEOGOV or the City for cause, NEOGOV shall be compensated for, and such compensation shall be limited to: (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the City; (2) the reasonable value to the City of the work which NEOGOV performed prior to the effective date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work that is needed to accomplish an orderly termination of the work and is approved in writing by the Director. C. City may immediately terminate this Agreement in the event NEOGOV or any of its officers or employees are convicted, plead nolo contender, enter into a formal agreement in which they admit guilt, enter a plea of guilty or otherwise admit culpability to criminal offenses of bribery, kick backs, collusive bidding, bid -rigging, antitrust, fraud, undue influence, theft, racketeering, extortion or any criminal offense of a similar nature in connection with NEOGOV's business. Moreover, the City has the right to terminate this Agreement, for convenience and without cause, on ten (10) days written notice to NEOGOV. However, nothing herein shall be construed as giving NEOGOV the right to perform services under this Agreement beyond the time when such services become unsatisfactory to the City, and NEOGOV shall bear all the risk of providing same. If this Agreement is terminated by the City pursuant to this subparagraph C, NEOGOV shall also be compensated for any reasonable costs it has actually incurred in performing 11 services prior to the date of the termination. In the event that all or any part of this Agreement is terminated for any reason, NEOGOV will immediately document in detail the status of any services in progress. NEOGOV will provide all assistance reasonably requested by the City in connection with the efficient and orderly transition of performance of the services by NEOGOV to the City or any third party designated by the City. D. The City may terminate this Agreement for cause and without penalty upon thirty (30) days written notice to NEOGOV in the event either of the following occurs: (A) the City experiences more than five (5) Downtime periods within a single month resulting in Downtime within NEOGOV control; or (B) the City experiences more than forty-eight (48) consecutive hours of Downtime due to any single event resulting in Downtime within NEOGOV control. E. Either party may to terminate this Agreement immediately upon prior written notice to the other party if the Services provided hereunder become illegal or contrary to any applicable law, rule, regulation or public policy. F. The City shall have the right to terminate this Agreement for convenience upon sixty (60) days prior written notice to NEOGOV. G. Within sixty (60) days of notification of termination of this Agreement, NEOGOV shall provide Customer with a dedicated data files suitable for importation into commercially available database software (e.g., MS -Access or MS -SQL) The dedicated data files will be comprised of Customer's data contained in NEOGOV's system. The structure of the relational database will be specific to the City's data and will not be representative of the proprietary NEOGOV database. H. In the event of any termination of this Agreement, all licenses granted by NEOGOV to the City hereunder shall terminate. The City shall cease using the Software and shall either return or destroy any copies of the Software or Training Materials. NEOGOV shall further reimburse the City for its prorata share of any and all license fees or other sums of money paid by the City in advance pursuant to this Agreement. I. Upon termination of this Agreement by the City, NEOGOV shall not have any claim against the City by reason of such termination, except for compensation for work satisfactorily performed as described in this Agreement. 17. NONDISCLOSURE OF CONFIDENTIAL INFORMATION: A. By virtue of this Agreement, the Parties may have access to information that is confidential to one another ("Confidential Information"). Each Party agrees to disclose only information that is required for performance of obligations under this Agreement. Confidential Information shall be limited to communications which a reasonable person would recognize from the surrounding facts and circumstances to be confidential or secret, and all information clearly identified as confidential. B. A Party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party's lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is 12 lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (d) is independently developed by the other Party. C. Each Party agrees to hold each other's Confidential Information in confidence for a period of three years from the date of disclosure. Also, each Party agrees to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorized disclosure. Nothing shall prevent either Party from disclosing confidential information in any legal proceeding arising from or in connection with this agreement or disclosing the information to a federal or state governmental entity as required by law. D. Nothing in this Agreement precludes either party from using and/or disclosing General Knowledge. "General Knowledge" means generalized know-how, ideas, concepts, processes, information or techniques related to information technology that are retained solely in intangible form in the unaided memories of a party's representatives who have had access to the Proprietary Data under this Agreement. The use of General Knowledge shall not be deemed to impair: (a) a party's rights in and to its valid patents, copyrights, trademarks or trade secrets or (b) a third party's rights in and to its valid patents, copyrights, trademarks or trade secrets that are contained in any third -party materials provided by the disclosing party under this Agreement. E. Notwithstanding anything to the contrary in this Agreement, the parties acknowledge that this Agreement and any and all information received by the City from NEOGOV, whether marked as confidential or not, is subject to the Florida's Public Records Laws, the requirements set forth in Chapter 119, Florida Statutes. In the event the City receives an open records request relating to this Agreement or the license or services provided hereunder, it shall provide NEOGOV with five (5) days advance written notice prior to turning over all requested materials. Such notice shall contain a brief description of the materials requested. 18 EXAMINATION OF RECORDS: NEOGOV agrees that any duly authorized representative of the City, including the City Auditor, shall have access to and the right to examine any records actually retained by NEOGOV in the normal course of business. This right shall survive for a minimum of three (3) years after final payment is made under this Agreement. 19. WHEN RIGHTS AND REMEDIES NOT WAIVED: In no event shall any action by a Party constitute or be construed to be a waiver by that party of any breach of covenant or default which may then exist on the part of the other Party. A Party's action or inaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available to that Party with respect to such breach or default; and no assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. 20. INSURANCE: A. General Conditions: NEOGOV agrees to secure, at or before the time of 13 execution of this Agreement, the following insurance covering all operations, goods or services provided pursuant to this Agreement. NEOGOV shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, during any warranty period, and for three (3) years after termination of the Agreement. The required insurance shall be underwritten by an insurer licensed to do business in Florida and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating 'Should any of the above - described policies be canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the City's Risk Management Director, LeeAnn Brehm, 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130 by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior." If any policy is in excess of a deductible or self -insured retention, the City must be notified by NEOGOV. The City reserves the right to require NEOGOV to provide a bond, at no cost to the City, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of NEOGOV. NEOGOV shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. B. Proof of Insurance: NEOGOV shall provide a copy of this Agreement to its insurance agent or broker. NEOGOV further agrees to have its agent or broker provide proof of NEOGOV's required insurance on www.lns-Cert.com and link the information to the City. The City reserves the right to require NEOGOV to provide a certificate of insurance, a policy, or other proof of insurance as required by the Administrator in his sole discretion. C. Additional Insureds: For general liability, NEOGOV's insurer shall name the City, the City officers and employees as an additional insured. D. Waiver of Subrogation: For all coverages, NEOGOV's insurer shall waive subrogation rights against the City. E. Subcontractors: All subcontractors, independent contractors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of NEOGOV. NEOGOV shall include all such subcontractors, independent contractors, suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. NEOGOV agrees to provide proof of insurance for all such subcontractors, independent contractors, suppliers or other entities upon request by the City. F. Workers' Compensation/Employer's Liability Insurance: NEOGOV shall maintain the coverage as required by statute for each work location and shall maintain Employer's Liability insurance with limits of One Hundred Thousand Dollars ($100,000.00) for each bodily injury occurrence claim, $100,000 for each bodily injury caused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. NEOGOV expressly represents to the City, as a material 14 representation upon which the City is relying in entering into this Agreement, that none of NEOGOV's officers or employees who may be eligible under any statute or law to reject Workers' Compensation Insurance shall effect such rejection during any part of the term of this Agreement, and that any such rejections previously effected, have been revoked as of the date NEOGOV executes this Agreement. G. General Liability: NEOGOV shall maintain limits of $1,000,000 for each occurrence claim, $1,000,000 for each personal and advertising injury claim, $2,000,000 products and completed operations for each occurrence, and at a minimum $2,000,000 policy aggregate. H. Professional Liability- Software Errors & Omissions: NEOGOV shall maintain limits of $1,000,000 for each claim, and $1,000,000 aggregate limit for all claims. Additional Provisions: 1. For all general liability and professional liability, the policies must provide the following: (a) If any aggregate limit is reduced by twenty-five percent (25%) or more by paid or reserved claims, NEOGOV shall notify the City within ten (10) days and reinstate the aggregates required; (b) Contractual liability covering the indemnification provisions of this Agreement; (c) A severability of interests provision; (d) On the general liability policy, delete the exclusion for lawsuits by one insured against another; (e) A provision that coverage is primary; and (f) A provision that coverage is non-contributory with other coverage or self-insurance provided by the City. 2. For all general liability and professional liability, if the policy is a claims -made policy, then the retroactive date must be on or before the contract date or the first date when any goods or services were provided to the City, whichever is earlier. 21. INDEMNIFICATION: A. NEOGOV shall defend, release, indemnify and save and hold harmless the City against any and all losses or damages to property or injuries to or death of any person or persons, including property and employees or agents of the City, and shall defend, release, indemnify and save and hold harmless the City from any and all claims, demands suits, actions, liabilities, causes of action or legal or equitable proceedings of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, in any way resulting from or arising out of 1) NEOGOV's performance of the work to be performed under this Agreement or NEOGOV's activities in connection herewith, including the acts or omissions of NEOGOV or its officers, employees, representatives, suppliers, invitees, licensees, subconsultants, subcontractors, and agents, 2) any breach of this Agreement by NEOGOV, or 3) the infringement by any materials, documents, papers, or electronic files of any copyright, trademark, trade 15 secret or other intellectual property right or similar rights of any third party; provided, however, that NEOGOV need not indemnify and save harmless the City, its officers, agents, and employees from damages resulting from the sole negligence of the City's officers agents and employees. This indemnity clause shall also cover the City's defense costs, in the event that the City, in its sole discretion, elects to provide its own defense. This indemnification obligation shall survive the expiration or earlier termination of this Agreement. B. NEOGOV warrants that the Software will, during the term of this Agreement, any and renewals thereof, perform substantially in accordance with the detailed description of the Software set forth in Exhibit A, provided that: (a) the City is using the Software in accordance with NEOGOV's written guidelines provided to the City by NEOGOV; and (b) any performance issue, error or defect does not relate to software not owned by NEOGOV. NEOGOV further warrants that all services to be provided under this Agreement as set forth in Exhibit A will be performed consistent with generally accepted industry standards. 22. TAXES, CHARGES AND PENALTIES: Provided the City provides NEOGOV with an acceptable certificate of tax exempt status, the City shall not be liable for the payment of taxes, late charges or penalties of any nature, except for any additional amounts that the City may be required to pay under the City's prompt payment ordinance D.R.M.C. § 20-107, et. seq. NEOGOV shall promptly pay when due, all taxes, bills, debts and obligations it incurs performing the services under this Agreement and shall allow no lien, mortgage, judgment or execution to be filed against City property, including but not limited to land, facilities, improvements or equipment. 23. ASSIGNMENT AND SUBCONTRACTING: A. Each Party agrees that it will not assign or transfer any of its rights or obligations under this Agreement without first obtaining the written consent of the other Party. A transfer will include a merger, consolidation, liquidation or change of ownership by which fifty percent (50%) or more of the outstanding voting stock, equity or control is transferred. Any attempt by a Party to assign or transfer its rights or obligations without the prior written consent of the other Party, at the option of the other Party, be null and void. Consent to the assignment may be granted or denied at the reasonable discretion of the non -assigning Party. If a Party consents to an assignment, then any assignment will not become effective until the assignee unequivocally in a signed document reasonably satisfactory to the other Party (1) assumes the obligations under this Agreement; and (2) agrees to be bound by all of the terms, covenants and conditions of this Agreement. Any consent pursuant to this provision must be executed with the same formality as this Agreement. The rights and obligations of the Parties under this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns permitted under this Agreement. B. NEOGOV agrees that it will not subcontract any of its obligations under this Agreement without first obtaining the written consent of the Director, which consent 16 may be withheld in the absolute discretion of the City. If the City consents to the subcontract, such action shall not be construed to create any contractual relationship between the City and NEOGOV's subcontractor. NEOGOV shall remain fully responsible to the City for any subcontracted work. 24. NO THIRD PARTY BENEFICIARY: The Parties agree that enforcement of the terms and conditions of this Agreement, and all rights of action relating to enforcement, shall be strictly reserved to the Parties. Nothing contained in this Agreement shall give or allow any claim or right of action to any third person. The Parties intend that any person other than the City or NEOGOV receiving services or benefits pursuant to this Agreement shall be deemed to be an incidental beneficiary only. 25. NO AUTHORITY TO BIND CITY TO CONTRACTS: NEOGOV has no authority to bind the City on any contractual matters. Final approval of all contractual matters that obligate the City must be by the City, as required by Charter and ordinance. 26. AGREEMENT AS COMPLETE INTEGRATION; AMENDMENTS: This Agreement is the complete integration of all understandings between the Parties on the subject matter of this Agreement. No prior or contemporaneous addition, deletion, or other modification related to the subject matter herein shall have any force or effect, unless embodied in this Agreement in writing. No subsequent novation, renewal, addition, deletion, or other amendment shall have any force or effect unless embodied in a written amendment to this Agreement properly executed by the Parties. No oral representation by any officer or employee of the City at variance with the terms and conditions of this Agreement or any written amendment to this Agreement shall have any force or effect nor bind the City. This Agreement and any amendments to it shall be binding upon the Parties and their successors and assigns. 27, SEVERABILITY: The Parties agree that if any provision of this Agreement or any portion thereof, except for the provisions of this Agreement requiring appropriation of funds and limiting the total amount payable by the City, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of the remaining portions or provisions shall not be affected if the intent of the Parties can be fulfilled 28. CONFLICT OF INTEREST: A. The Parties agree that no employee of the City shall have any personal or beneficial interest in the services or property described in this Agreement; and NEOGOV further agrees not to hire or contract for services any employee or officer of the City which would be in violation of the City's Code of Ethics, D.R.M.C. §2-51, et. seq. or the Charter §§ 1.2.8, 1.2.9, and 1.2.12. B. NEOGOV agrees that it will not engage in any transaction, activity or conduct that would result in a conflict of interest under this Agreement. NEOGOV 17 represents that it has disclosed any and all current or potential conflicts of interest. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of NEOGOV by placing NEOGOV's own interests, . or the interests of any party with whom NEOGOV has a contractual arrangement, in conflict with those of the City. The City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict exists after it has given NEOGOV written notice which describes the conflict. NEOGOV shall have thirty (30) days after the notice is received to eliminate or cure the conflict of interest in a manner that is acceptable to the City. 29. NOTICES: Notices, bills, invoices or reports required by this Agreement shall be sufficiently delivered if sent by the Parties in the United States mail, postage prepaid, to the Parties at the following addresses: City : ATTN: Ms. Angela Marinas Director of Enterprise Resource Planning (ERP) 444 Southwest 2nd Avenue Miami, Florida 33130 and ATTN: Mr. Peter Korinis Chief Information Officer, Information Technology Department 444 Southwest 2nd Avenue Miami, Florida 33130 NEOGOV: Attn: Mr. Scott Letourneau GovernmentJobs.com, Inc., dba NEOGOV 222 North Sepulveda Boulevard, Suite 2000 El Segundo, CA 90245 The addresses may be changed by the Parties with written notice. 30. DISPUTES: Before a party files a lawsuit in court and as a required administrative remedy, all disputes between the City and NEOGOV regarding this Agreement shall be resolved by administrative hearing pursuant to the procedure established by D.R.M.C. § 56-106(b)(-f), et. seq. For the purposes of that procedure, the City official rendering a final determination shall be the Director. 31, GOVERNING LAW; VENUE: This Agreement will be construed under the laws of the state of Florida without regard to choice of law principles. The parties agree that any case will be brought in the county of Miami -Dade, Florida. 18 32. NO DISCRIMINATION IN EMPLOYMENT: In connection with the performance of services under this Agreement, NEOGOV agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability. NEOGOV agrees to insert the foregoing provision in all subcontracts hereunder. 33. LEGAL AUTHORITY: NEOGOV represents and warrants that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. Each person signing and executing this Agreement on behalf of NEOGOV represents and warrants that he has been fully authorized by NEOGOV to execute this Agreement on behalf of NEOGOV and to validly and legally bind NEOGOV to all the terms, performances and provisions of this Agreement. The City shall have the right, in its sole discretion, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either NEOGOV or the person signing the Agreement to enter into this Agreement. 34. NO CONSTRUCTION AGAINST DRAFTING PARTY: Each of the Parties acknowledge that they and their respective counsel have had the opportunity to review this Agreement and that this Agreement shall not be construed against any Party merely because this Agreement or any of its provisions were prepared by a particular Party, 35. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: This Agreement consists of Paragraphs 1 through 44, which precede the signature page, and the following attachments which are incorporated herein and made a part hereof by reference: Exhibit A Exhibit B System Overview License Fees and Payment Schedule In the event of (i) an irreconcilable conflict between a provision of Paragraphs 1 through 44, and any of the listed attachments or between provisions of any attachments, such that it is impossible to give effect to both, the order of precedence to determine which document shall control to resolve such conflict, is as follows, in descending order; Paragraphs 1 through 44 Exhibit A Exhibit B 36. COMPLIANCE WITH APPLICABLE LAWS: By its signature below, NEOGOV assures and certifies that it will comply with all applicable Federal, State and City laws, ordinances, codes, regulations, rules, executive orders, and policies whether or not specifically referenced herein. 19 37. SURVIVAL OF CERTAIN PROVISIONS: The Parties agree that all terms and conditions of this Agreement, together with any exhibits and attachments, which by reasonable implication contemplate continued performance or compliance beyond the termination of this Agreement, by expiration of the term or otherwise, shall survive termination and shall continue to be enforceable. Without limiting the generality of this provision, NEOGOV's obligations to provide insurance and to indemnify the City shall survive for a period equal to any and all relevant statutes of limitation, plus the time necessary to fully resolve any claims, matters, or actions begun within that period. 38. TIME IS OF THE ESSENCE: The parties agree that in the performance of the terms, conditions, and requirements of this Agreement by NEOGOV, time is of the essence. 39. USE POSSESSION OR SALE OF ALCOHOL OR DRUGS: NEOGOV, its officers, agents and employees shall cooperate and comply with the provisions of Executive Order 94 and Attachment A thereto concerning the use, possession or sale of alcohol or drugs. Violation of these provisions or refusal to cooperate with implementation of the policy can result in the City barring NEOGOV's personnel from City facilities or participating in City operations. 40. ADVERTISING AND PUBLIC DISCLOSURE: Following execution of this Agreement, the parties hereto may issue a press release, the form and substance of which shall be mutually agreeable to the parties, announcing the relationship created by this Agreement. Except as expressly contemplated herein, neither party shall issue any additional press release which mentions the other party or the transactions contemplated by this Agreement without the prior consent of the other party, which consent shall not be unreasonably withheld. Any oral presentation or written materials related to services performed under this Agreement shall include only services that have been accepted by the City. Each party shall notify the other in advance of the date and time of any such presentation. Nothing in this provision shall preclude the transmittal of any information to officials of the City, including without limitation the Mayor, the Director, City Council or the Auditor. 41. OWNERSHIP OF CITY DATA: The City shall retain all right, title and interest in any and all content, text, graphics, files, information and data provided to NEOGOV by the City or on behalf of the City or supplied to NEOGOV as a result of the City's use of the Software, in any format and hosted or maintained by NEOGOV under this Agreement in any format shall, individually and collectively, in preliminary and final forms and on any media whatsoever shall remain the exclusive property of the City ("City Data"). To the extent permitted by the U.S. Copyright Act, 17 USC § 101, at seq., all City Data shall be deemed a "work made for hire," and all ownership of copyright in the City Data shall vest in the City at the time the City Data is created. To the extent that the City Data are not a "work made for hire," NEOGOV hereby sells, assigns and transfers all right, title and interest in and to the City Data to the City, 20 including the right to secure copyright, patent, trademark, and other intellectual property rights throughout the world and to have and to hold such copyright, patent, trademark, and other intellectual property rights in perpetuity. No rights are asserted against any of NEOGOV's proprietary source code, data, business methods, or other work product that may be contained in the City's Data. 42. CITY EXECUTION OF AGREEMENT: This Agreement shall not be effective or binding on the City until it has been fully executed by all signatories of the City, and if required by Charter, approved by the City Commission. 43. COUNTERPARTS OF THIS AGREEMENT: This Agreement may be executed in two (2) original counterparts, each of which shall be deemed to be an original of this Agreement. [Remainder of Page Intentionally Left Blank] 21 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. ATTEST: t/14.4t Ms. Priscilla A. Thompson City Clerk • /1_ ° APPROVED AS TO FORM AND CORRECTNESS: Ms. Julie '0/Bru City AttoTey APPROVED A TEC4 1CAL . P'aerW, C ief Informa ion Officer T FORfyl AND UIREMENT: NEOGOV), Tax ID No. 33-0888748 Exhibit A Exhibit B 22 CITY(OF,N1AMI, FLORIDA Mr. Pete Hem z City Manager / / APPROVED AS TO INSURANCE REQUIREMENTS: ), Ms. LeeAnn rehm 1 1 /Risk Management/Administrator 1.. GOVERNMENTJOBS.COM, INC., (dba By: Name: 6,t9-V1-- Laye-00/,,) (please print) Title: (FACl/SeMzir "NEOGOV" EXHIBITS Exhibit A: Software System Overview The following answer key was used when responding to the requirements: F=Fully Provided "Out -of -the -Box" C=Custom Development Required NV=Provided in the f/eiy Next Version (Change in Code) TP=Third Party Software Required R=Provided with Reporting Tool M=Modification (Change Using Built-in N/A =Not Available Too(set) Recruitment ® Recruitment and examination planning 18 CSA to have specific functional design of the application including ability to request specific information from candidate and being able to extract the data for all fields on application The City will customize the application during the implementation to gather applicant information as desired. The City will determine what fields are required or not required, confidential or not confidential, as well. All fields gathered on the application are then later reportable and most fields can also be used to filter applicants. 20 User friendly navigation (for candidate) F The application process has been designed to guide applicants through the application process in a series of self - guided steps. The process is very intuitive and does not require any special instruction. 21 Properly formatted (logical layout) printed version of applications and resumes F This is a standard feature of Insight Enterprise. The application will be customized for the City. 73 Self service status capability in real time for applicants This is a standard feature of Insight Enterprise. Applicants can login to their online applicant account and view their previously submitted applications and their status in the selection process for each application. The status displayed to the applicant is based on the particular step that the applicant is at in the selection process and is controlled by recruiting staff. Selection ® Create, store, and reuse supplemental questions in the Insight item bank 23 • Screen applicants automatically as they apply • Define unique scoring plans per recruitment, or copy existing scoring plans • Item bank and item analysis • Test processing (automatically input Scantron test data sheets) • Test analysis and pass -point setting • Score, rank, and refer applicants Applicant Tracking • • • • • 23 Email and hardcopy notifications EEO Data collection and reports Track applicants by step/hurdle Schedule written, oral, and other exams Detailed applicant history record Ability for the applicant to customize application/resume based on job applied for This is a standard feature of Insight Enterprise. Applicants can store their application and create multiple versions of their application if desired and tailor each application based on the particular job they are applying for. • Skills tracking and matching Reporting and Analysis • Collect and report on EEO data • Analyze and report on adverse impact and applicant flow • Track and analyze data such as time -to -hire, recruitment costs, staff workload, applicant quality, etc. • Over 50 standard system reports • Ad Hoc reporting tool HR Automation • Create and route job requisitions • Refer and certify applicants electronically • Scan paper application materials * Cost of the scanner is not included unless Iisted on Exhibit B Requires a Scantron or similar Optical Mark Reader (OMR) scanner, special forms, form set-up, and scanner software, which are not included unless listed on Exhibit B Overview - NEOGOV Insight Enterprise Edition Enterprise Class Functionality Because of increasing demands on human resource organizations, Insight Enterprise Edition additionally provides functionality uniquely designed to address these needs: • Reporting: Insight Enterprise Edition provides a broad array of reporting capabilities, including pre - configured (canned) requisition and applicant status reports, cost -per -hire and time -to -fill reports, and EEO compliance reports. Easy to use Ad -Hoc reporting tools are also available that enable non -technical individuals to create 100% customized reports through a step-by-step report generation wizard. • Flexibility: Unlike most recruitment, selection, and applicant tracking solutions, Insight Enterprise Edition enables you to quickly and easily customize fields on forms, tailor auto -generated messages, update workflow and approval processes, and modify the look and feel of the application through a step-by-step system configuration wizard. 24 Modify requisition form fields and permissions Insight Enterprise provides the capability to add custom fields to the requisition form as needed. Field types include date, numeric, text, yes/no, drop down lists, check box, radio buttons, and currency. 7 Ability to manage more than one position per requisition F Requisitions can be for a single position or multiple positions. The City has the option to track position numbers, previous incumbents and vacancy dates as well. 8 Ability to create lists without a requisition F Requisitions are normally the beginning of the recruitment process. However, a requisition is not required to post a position in Insight Enterprise and create an eligible list of applicants. A requisition is required to refer (certify) a list of applicants to a hiring manager for a vacancy. 76 Manage transfer/demotion process F This is a standard feature of Insight Enterprise. Transfer opportunities are managed and tracked in the system and the resulting hire information is transferred into Oracle. 77 Manage layoff lists (including expiration date of individual) F This is a standard feature of Insight Enterprise. Laid off employees can be placed on a "layoff" list and expiration dates set up for each individual. 78 Lists of eligible expire automatically but may be revived manually at a later date F This is a standard feature of Insight Enterprise. Expiration of eligible candidates can be set up as a fixed date for the entire list or based on the number of days that each applicant can remain on the list. Applicant's can be inactivated or reactivated as needed (individually or in groups) or eligibility can be extended as needed. 79 Retains records of abolished lists F This is a standard feature of Insight Enterprise. Expired eligible lists are stored in the system and can be archived and easily retrieved as needed. 94 Ease of configurability 25 This is a standard feature of Insight Enterprise. Insight provides user -defined set-up tables to allow you to create your own values for many of the drop -down tables used within the system, Additionally, we provide the ability to customize the verbiage that shows on your web pages and instructions to applicants throu • h user -defined set-up tables. • HRIS Integration: Insight Enterprise Edition can seamlessly integrate with FIRIS systems such as, Oracle, SAP, ADP, Lawson, and others to deliver true end -to -end functionality, and the cost -savings that result from the elimination of unnecessary data -entry. Ability to cut Personnel Actions, enter info into Oracle HRMS This is an Insight Enterprise standard feature. Once the candidate is authorized to be hired (by HR and the Hiring Manager), Insight will initiate the Personnel Action process. The City will customize the Personnel Action form fields to gather any information needed to process the form. Additionally, the Hiring Manager or HR will define the approval routing process so that the information is reviewed and approved prior to being entered into Oracle. Once the approval process is complete. 90 Experience with Oracle interface F- Currently, 29% of our NEOGOV customer base utilize Insight Enterprise in conjunction with PeopleSoft. With our open standards, bi-directional Web service API we can create and configure almost an unlimited number of integrations. We have a variety of integrations currently available including transfer of hire data (personnel action), synchronization of class data, requisition management, EmpIID upload and employee verification, auto -award promotional points to employees on "open and promotional" eligible lists, hire date transfer into Insight to help sort and manage rehire and layoff lists and we are actively working on new integrations weekly. Recruitment - NEOGOV Insight Enterprise Edition Insight Enterprise Edition recruitment capabilities enable you to immediately boost the efficiency and effectiveness of your recruitments by increasing the visibility of your job announcements while reducing, the effort it takes to create and manage them. 15 Link job classification description to position announcement This is a standard feature of Insight Enterprise. Recruiters can automatically populate the job posting description from the class spec text and customize as 26 desired. 100 Linking of all job pay and classifications to system (now and future changes) All NEOGOV customers link the classification data from their payroll system with Insight Enterprise to ensure that data displayed on their websites is synchronized with the Payroll data. Create announcements quickly. Attract applicants nationwide. Post announcements to your agency's website without effort. Reduce your advertising costs by as much as 75%. Increase the number of applications you receive by 33% while reducing processing time by 90%. This is what our customers achieve with Insight Enterprise Edition. Among other benefits, Insight Enterprise Edition recruitment allows you to: • Accept job applications online 19 Accept job apps online This is a standard feature of Insight Enterprise. Applicants create a single or multiple application profiles that they can store and reuse to apply for multiple positions online. 24 Ability for candidate and recruiter to attach resume to application Recruiting staff can attach resume's to an applicants application or to the applicant's master profile. Applicants can copy and paste the text of their resume into their application. 25 Ability for candidate and recruiter to attach various documents to application Recruiting staff can attach any and an unlimited number of documents to an applicant's application or master record. For security purposes, we have temporarily suspended the ability for an applicant to attach an actual document to their submitted application. We are in the process of updating the functionality to restrict the types of files (i.e., .PDF, .DOc, etc.) that can be attached. This will be available again in Q1 06. 31 Ability to incorporate applicant data from remote site kiosks Insight Enterprise is completely web - based. Remote kiosks will need an internet connection. Applications submitted through remote site kiosks will be saved directly into the database and are immediately available to recruiting staff once submitted at the kiosk. 13 Create and post job announcements 27 This is a standard feature of Insight Enterprise. Job postings can be quickly created with the option to populate the posting description with text contained in the corresponding class spec. Salary data is populated automatically from the class spec with options to override or edit the salary frequency (hourly, bi-weekly, monthly and/or annually). 14 Post recruitment announcement to City website F This is a standard feature of Insight Enterprise. Job postings will automatically be posted to the City's website based on the opening and closing dates established on the posting. No action is required by staff on a specific date to add or remove the posting from the website. Additionally, NEOGOV will provide a separate web page for advertising internal/promotional jobs to City staff. 33 Automatic posting on Govern mentJobs.com or other websites (please specify) This is a standard feature of Insight Enterprise. NEOGOV owns and operates www.governmentiobs.com and your job postings are posted to that site automatically (and free) when the advertise dates are active. Additionally, we offer our "Ad Network" which the City can use to post to a custom set of online job boards. The City can define the cross -posting job boards during implementation. 17 Automatic online job interest cards (job agent) This is a standard feature of Insight Enterprise. Applicants can submit online job interest cards to be notified about job openings for a specific job classification or for a generic occupational category, i.e. Accounting and Finance, Engineering, etc. Applicants stay on the job interest card list for twelve months. After eleven months, the applicant is sent a notice and an option to extend their job interest card for another twelve months. At any time applicants can elect to unsubscribe from the interest card list. When a job posting opens in a classification or category for which an interest card was submitted, an e-mail is automatically sent notifying the applicant with a link to the online job posting. 75 Job agent This is an Insight Enterprise standard feature. We refer to this as the"online job interest card" and career seekers can submit their physical and email address on the form. When a recruiter opens a new posting for the class, the career seekers 28 who have submitted cards will be automatically notified. Additionally, the recruiter can elect to identify other classes for which the people that have submitted job interest cards will also be automatically notified. Recruiters can run reports at any time to identify how many career seekers have submitted cards. Career seekers can also submit job agents for "categories" on the job posting pages. They identify which categories they want to be notified for and when a job posting is advertised, they will receive an automatic notification. • Proactively search your entire applicant database for a particular skill, education, etc., using Insight Enterprise Edition's proprietary CandidateMatchTM tool. 74 Record and search special competencies by keyword This is an Insight Enterprise standard feature. Insight contains standard fields to capture KSA's and competencies. Additionally, since the City will customize the application and can also configure custom form fields throughout the system, the City can capture any information from the applicant either during the recruitment process or later which will track information such as competencies, skills, knowledge, ability, etc. That information can be searched, reported, and filtered on throughout the recruitment, selection, testing, certification, and hiring process. 92 Complete record search capability This is a standard feature of Insight Enterprise. All information (based on your security permissions) is searchable and reportable using intuitive and user-friendly search tools. • Recruitment and examination planning 11 Recruitment planning F This is a standard Insight Enterprise feature. The City can establish, capture, and track all components of recruitment planning. 12 Examination planning F Insight Enterprise features a comprehensive examination plan which serves as a central repository for all elements of the hiring process, including the job posting, advertising plan, applications, evaluation steps, eligible 29 list(s) as well as a task routing, notes, and file attachment functionality. The evaluation step component of the exam plan allows recruiters to establish a variety of screening hurdles such as minimum qualification screening, training and experience rating, written, oral and performance exams. 39 Identify exam plans This is a standard feature of Insight Enterprise. Recruiting staff can create an exam plan that includes all of the evaluation steps/exams for a selection process. 40 Link exam plan to class title This is an Insight Enterprise standard feature. All exam plans are attached to their respective classes and titles. Selection - NEOGOV insight Enterprise Edition • Quickly and easily create job specific supplemental questionnaires by "adding" them to your online announcement from the supplemental question item bank. Use this ability to expand your current supplemental questions to gather and report on information such as "how did you hear about this position." Responses are automatically captured in the system, which eliminates data entry and is fully reportable. 34 Create and manage pre-screening questions This is a standard feature of Insight Enterprise. Insight Enterprise provides a supplemental question item bank to create and manage pre-screening questions. 22 Ability for recruiter to customize the application based on requirements for specific opening Insight features a standard application form. The City can add additional questions tailored to your recruiting needs as well as supplemental questions tailored to each job posting. 35 Pre-screen applicants automatically, as they apply F This is a standard feature of Insight Enterprise. Insight Enterprise provides an automated screening tool for establishing minimum qualification criteria to automatically screen applicants as they apply. 37 Minimum qualification screening F This is a standard feature of Insight Enterprise. Minimum qualifications can be defined by recruiting staff to automatically screen applicants as they apply. 30 53 Automatic scoring of suppiementals This is a standard feature of Insight Enterprise. The City will establish the item bank of supplemental questions and then can conduct automatic minimum qualification screening based on applicant responses and can also automatically rank desirable (T & E's) scores by assigning points and weighting to question responses. The MQ screening and T&E screening can be set up uniquely on each of the job postings and exam plans. 38 Subject matter expert review (highest qualified) This is a standard feature of Insight Enterprise. Applications can be assigned to a subject matter expert to evaluate. Subject matter experts can then review applications online and enter applicant's score or pass/fail status. ® Supplemental question item bank Create and manage a central repository of supplemental questions using your own item bank. Questions are created and stored once so they can be leveraged for future recruitments. Statistics are gathered on each item in order to check for validity, reliability, etc. 52 Test Item bank This is an Insight Enterprise standard feature. NEOGOV offers on demand testing which allows the City to manage an unlimited number of questions within the test item bank. The item bank is organized into multiple parts which allows the City to manage an item bank for written tests as well as a separate item bank for oral boards. The City can create written tests and print them from the item bank. Additionally, the item bank will track historical test question and overall test performance over time. 58 Item bank of hiring interview questions based upon identified competencies NEOGOV offers an on -demand testing module that includes an item bank of interview questions which can be categorized by competencies. 36 Define and store scoring plans This is a standard feature of Insight Enterprise. Scoring plans can be defined for each posting to allow for the automated of scoring of applicants responses to supplemental questions. Quickly and easily create simple or corn )Iex examination scoring plans including tests and sub -tests. Test processing 31 Input test results via OMR scanner (Scantron), keyboard, or comma separated values (.csv) impart file, 44 Evaluate 4/5th rule This is an insight Enterprise standard feature. Statistics such as applicant flow, item analysis, and test analysis information is configured to have automatic denoting when the 4/5 rule is not met. 41 Analyze results F This is a standard feature of Insight Enterprise. For each step in the evaluation process, you can analyze the score results. 42 Perform item analysis F This is standard feature of Insight Enterprise. Item analysis by gender and ethnicity can be performed on each test question to assess adverse impact. 43 Support pass point analysis and decision F This is an Insight Enterprise standard feature. All of the test data and statistics are captured and reportable in Insight. Reports such as frequency distribution metrics and bar charts of frequency distribution by gender and ethnicity are included. Additional reports such as score distribution curves based on gender and ethnicity are also available. Recruiters can modify pass point values and see real-time the adverse impact effects of modifying the pass points. Score, rank, and refer applicants Use advanced functionality to rank applicants by score, weighted score, or band. Adjust scores and ranking by applying veteran's or promotional points for each eligible list. Filter the referral list using agency defined fields such as work location and skill codes. 85 Selective certification by skill or other code F This is a standard feature of Insight Enterprise. The eligible candidates list can be filtered based on skills or other user defined fields to selectively certify applicants. We strongly recommend during the job analysis that the departments and HR define qualification and desirable features of the job and incorporate those qualities into the supplemental questions for that exam plan. This way, HR can filter the candidates based on skills, qualities, desirables, etc. to establish the certified list. This is a major time saving feature of using Insight. 48 Incorporate admin of Veteran's points F This is a standard feature of Insight Enterprise. Additional veteran or 32 promotional points can be added to applicants score and applicants can be re - ranked based on the total score inclusive of added veterans or promotional points. 47 Support standardization of test scores F This is an Insight Enterprise standard feature. The City will configure how the test scoring algorithm works, which includes standardization of test scores. 54 Weighting of various phases This is an Insight Enterprise standard feature. Each exam plan can consist of an unlimited number of evaluation steps and each step in the evaluation process can be weighted to determine the degree to which that particular step factors into the applicant's final score and ranking on the eligible list. 86 Status Check recording (for dismissals and employment probation) including expiration date, automatic transfer to list when meet date eligibility. Insight Enterprise provides a feature for tracking applicants who marked as re- employment, promotional, transfer, probationary, and barred from applying. Through the use of user -defined custom fields, a custom field can be added to the applicant master record to track information on the applicants such as expiration dates for applicants who are barred from applying. For applicants who are in their probationary period, you can place an applicant on the eligible list in an inactive status and establish an activation date when they can become eligible based on when they will have completed probation. They will get automatically activated once the "activation" date is met. 56 Transfer test scores from one req. to another This is a standard feature of Insight Enterprise. Test scores for an applicant who has previously taken a particular test can be automatically assigned or an applicant can be scheduled to retake a test, 59 Automated transfer/interface of scores into applicant data Applicant's test scores can be uploaded from test response sheets into Insight or automatically input through on online test and automatically update an applicant's score in the corresponding evaluation step of the exam plan. 61 Transfer raw score data of same test to different recruitment using 33 This is a standard feature of Insight Enterprise. Applicant's test scores from different pass points multiple times previous tests can be re -used in a different recruitment (or applicant's can be retested). The pass point is established separately for each recruitment process. 62 Merge lists of test takers F This is an Insight Enterprise standard feature. The City has the ability to merge test lists and eligible lists to display the test takers in order, even though they may have taken a test on a different clay, time, and location. 63 Reuse of test scores/Transfer F This is a standard feature of Insight Scores Enterprise. Applicants test scores can be re -used and transferred to other recruitments as applicable. 70 Establish and manage eligible lists This is a standard feature of Insight Enterprise. Applicants who successfully pass the evaluation steps that you establish within an exam plan, can be placed on the eligible list. You have the option to inactivate or extend eligibility for applicants on the list, establish an expiration date and rules, and add veterans and promotional points. Additionally, you can merge eligible lists within an exam plan or across exam plans as necessary. Applicant Tracking - NEOGOV Insight Enterprise Edition 49 e Track applicants by step/hurdle If your current applicant tracking system makes it difficult to easily view applicant progress through recruitment evaluation steps, Insight's refreshing web -based interface makes it easy to clearly view applicant progress throughout the entire recruitment process. Simply click on the appropriate links to view applicant progress, adverse impact reports, applicant flow, and applicants who passed/failed each step. Support multiple test phases as hurdles This is a standard feature of Insight Enterprise. Each recruitment is assigned to an exam plan with evaluation steps defined by the recruiter. The evaluation steps can include elements such as minimum qualification screening, training and experience rating, written exam, oral exam and performance exam. Each step functions as a hurdle in the selection process. 32 Confirmation to candidate that they have successfully applied for 34 This is a standard feature of Insight Enterprise. Applicants receive an a job immediate on -screen confirmation as soon as their application is submitted online. In addition, an e-mail is sent to the e-mail address associated with the applicant's account as soon as their application is submitted. 65 Generate hardcopy notifications to individual candidates regarding status F This is a standard feature of Insight Enterprise. Hard -copy notices based on user -defined notice templates can be quickly and easily used to generate hard - copy notices to individual candidates, Notices can be selected automatically based on rejection reasons where applicable and if desired. Alternatively, you can select the desired notice from a drop down list. 66 Generate email notifications to individual candidates regarding status F This is a standard feature of Insight Enterprise. Similar to the hard -copy notice feature, email notices can be quickly and easily generated and sent to applicants via e-mail with user -defined notice templates. Additionally, Insight provided a mechanism for applicants to indicate their receipt of the e-mail to provide you with confirmation that applicants have received and read the e-mail notice. 67 Communicate to candidates in groups by letter F This is a standard feature of Insight Enterprise. Hard -copy notices can be sent to individual applicants, all applicants or to just those applicants selected. 68 Communicate to candidates in groups by email F This is a standard feature of Insight Enterprise. Email notices can be sent to individual applicants, all applicants or to just those applicants selected. 45 Ability to schedule rooms, times, candidates for tests This is a standard feature of Insight Enterprise. Test locations and schedules can be established and applicants can be scheduled into available exam time slots and notified of their scheduled exam time and location. 46 Applicant able to schedule test online NV We are releasing the ability for applicants to schedule themselves in Q1 06. Based on the City's proposed timeline, this capability will be available prior to going live. 35 50 Schedule candidates in large groups F This is a standard feature of Insight Enterprise. Applicants can be scheduled in large groups or into individual time slots depending on the type of exam step created by the recruiter. 51 Flexible scheduling ability -multiple tests on more than one day F This is a standard feature of Insight Enterprise. For each evaluation step, the recruiter establishes each of the available dates, times, locations when the testing will occur. Applicants can be then be scheduled for any available date/time for that step. Additionally, if multiple tests are required per applicant, separate evaluation steps can be created for each required test. 48 Incorporate admin of Veteran's points F This is a standard feature of Insight Enterprise. Additional veteran or promotional points can be added to applicants score and applicants can be re - ranked based on the total score inclusive of added veterans or promotional points. 64 Track applicants by step/hurdle/job code on individual candidate file F This is a standard feature of Insight Enterprise. Each applicant has a master record which contains a record of all applications, the status in each application process (i.e. the step they are in and their status within that step), a record of all notices sent, tests taken/scheduled, etc. 69 Maintain detailed applicant history F This is a standard feature of Insight Enterprise. A detailed record is maintained for each applicant in the applicant master record. This record contains the applicant's contact information (name, address, phone number, etc.), EEO information as well as a complete record of all jobs applied for and the status in each of those jobs, repository of attached documents such as resume's or certificates, record of all notices sent and test taken/scheduled. 26 Audit trail for application or resume changes (with tracking date stamp) F This is a standard feature of Insight Enterprise. Insight maintains a complete audit trail of any edits made to applications including the name of the individual making the edits, the date and time of the edits and the details of the data that was changed (old data / new data) 72 Record each contact with each applicant F This is a standard feature of Insight Enterprise. All letters generated for either 36 email or hard -copy notices to applicants are tracked within the system. Additionally, comments and notes can be captured on each applicant either on their master profile record or within each evaluation step that is part of the selection process. Reporting and Analysis - NEOGOV Insight Enterprise Edition 18 CSA to have specific functional design of the application including ability to request specific information from candidate and being able to extract the data for all fields on application The City will customize the application during the implementation to gather applicant information as desired. The City will determine what fields are required or not required, confidential or not confidential, as well. All fields gathered on the application are then later reportable and most fields can also be used to filter applicants. Our full -featured reports (including over 60 standard reports) include a variety of pre-set and custom options that give agencies the ability to find, track, and measure data critical to understanding the health of your organization — and ultimately your success. • Agency -Wide Questions Filter • Applicant Flow • Applicants by Job • Applicants by Step • Application Source • Application Statistics • Archived Postings • Barred from Applying • Class and Salary Listing • Closed Postings • Cost -Per -Hire Detail • Cost -Per -Hire Detail by Department • Cost -Per -Hire Summary • Cost -Per -Hire Summary by Department • Current Postings • Days Between Cert and Hire • Department and Division Listing • Departments • Divisions • Draft Postings • EEO Statistics • Eligible List by Classification a Eligible List by Department • Eligible List by Requisition • Eligible List Summary • Employment Opportunities 37 • Job Posting Hits • Locations • Offers Accepted/Rejected • Offers Extended • Open Requisitions • Received Requisitions • Recruitments by Class a Recruitments by User • Referred List by Classification • Referred List by Department a Referred List by Requisition • Requisition Life Cycle (time -to -hire) • Requisitions by Analyst • Requisitions by Department • Requisitions Filled • Requisitions Filled by Department • Requisitions Filled by User • Requisitions Time to Fill Analysis a Requisitions Time to Fill by Analyst • Supplemental Questions by Job • Supplemental Questions Statistics • Test Results • Tests Administered • Tests by Location • Tests Scheduled • Vacancies by Department • Vacancies by Position • Exam Plan by Recruitment • Hires by Date • Hires by Department • HR Users • Interest Card Report • Interviews Scheduled • Item Analysis • Vacancies by Requisition • Vacancies by User • Workload Summary • Workload Summary by Analyst • Workload Summary by Department • Employment Opportunities 105 Custom reports F Insight Enterprise features an ad hoc report tool to allow you to create your own custom reports based on commonly -used report data views. Additionally, Insight Enterprise comes with web services which allows City IT (with proper permissions) access to the City's data within your own data base so that they can establish and build any necessary reports. Most agencies get their reports from the list of standard reports and/or the ad hoc reporting capabilities. Applicants: 57 EEOC data capture and reporting This is a standard feature of Insight Enterprise. The City has the option to add gender and ethnicity questions (as well as any other desired questions) to the application form. The data collected for EEO purposes can be maintained confidentially in Insight and made accessible only to those recruiting staff authorized to access the information. Gender and ethnicity data is captured for applicant flow reporting, item analysis and viewable in numerous standard reports or in ad hoc reports provided the user has security access to confidential EEO data. • Analyze and report applicant flow Quickly identify applicant flow for your entire organization or each recruitment by gender and ethnicity. Additionally, the web -based interface allows you to "drill down" into the applicant flow to quickly view and report on reject reasons, • Analyze and report on key metrics Analyze and report on key hiring metrics including number of applications received, application source, number of eligible applicants, number of applicants referred, etc. Recruitments: 16 Track recruitment and advertising costs and results of various locations This is a standard feature of Insight Enterprise. The system allows recruiting staff to track advertising sources, dates and costs and to track advertising costs 38 per classification and department. Additionally, you have the ability to generate reports of how applicants learned about job openings to analyze the effectiveness of advertising sources. 106 Measures advertising success F Insight Enterprise provides a module for tracking advertising sources, dates and expenses. Several reports are included for tracking advertising costs and applicant data by source to provide the necessary information to analyze advertising effectiveness. Quickly identify how much your agency is spending on recruiting. Report on how much you spend by department, job class, time period, etc, • Track and analyze staff workload Identifies which of your staff is recruiting most often and maybe even more importantly, most effectively. Workload: • Track and analyze staff workload Generate reports detailing what recruiters, analysts, and other staff members are working on. Identify the workload placed on your staff so that you can effectively manage your staff and distribute work evenly. Effectiveness: • Measure applicant quality Track and analyze the quality of the applicants you refer to your hiring managers. Insight Enterprise Edition can exchange data with your HRIS and performance tracking system for further validation. • Track and analyze hiring metrics 27 Ability to capture and manipulate any data field in application This is a standard feature of Insight Enterprise. Based on security permissions, users can access, capture, and modify all fields within the system. Additionally, Insight enables the system administrator to create custom fields throughout the system to capture additional information, where applicable. 39 I-1R Automation-N.EOGOV Insight Enterprise Edition Among other benefts, Insight Enterprise Edition Recruitment application allows you to: • Create and route job requisitions 2 Electronic document initiated in departments and agencies, forwarded to BMO for approval This is a standard feature of Insight Enterprise. Requisition approval steps can be assigned to each requisition based on the approval process requirements that the City defines and are set-up by your internal Insight administrator. 4 Customizable workflow for routing, approvals, notifications Requisition approval steps can be assigned to each requisition based on the approval process requirements that the City defines. The approval routing process is set-up by your internal Insight administrator. Alternatively, the requisition can be routed directly to recruiting personnel. The approval routing can be unique for each requisition. 6 Modify requisition form fields and permissions F Insight Enterprise provides the capability to add custom fields to the requisition form as needed. Field types include date, numeric, text, yes/no, drop down lists, check box, radio buttons, and currency. 9 Ability for agency users to track status on-line This is a standard feature of insight Enterprise. Recruiters have the option to display applicant's status in the selection process. 82 Schedule hiring interviews This is a standard feature of Insight Enterprise. Hiring departments can schedule referred applicants for interviews and track the date, time, location, and comments regarding the interview in the Online Hiring Center. Additionally, job offers and hiring activities can be tracked in the Online Hiring Center. 80 Refer all application (including resumes) materials electronically F This is a standard feature of Insight Enterprise. All application materials can be referred electronically to hiring managers. (we should build this up more) 81 Ability to certify multiple lists F This is a standard feature of Insight Enterprise. insight provides the ability to create multiple eligible lists within an exam 40 plan. Applicants can be certified (referred) from multiple eligible lists to a requisition. Additionally, applicants can be certified (referred) from a single list to multiple requisitions. 83 Request additional names online F This is an Insight Enterprise standard feature. When a hiring manager exhausts a list, they can contact the HR representative that is responsible for the certification through the system by using the contact link that is at the top of the certified list screen for that recruitment. 84 Recall certification This is a standard feature of Insight Enterprise. HR can recall any or all of the certifications they have distributed to the hiring managers. 29 Ability to scan resume into database This is a standard feature of Insight Enterprise. A resume can be scanned as a PDF file and attached to the applicant's record. Other City of Miami requests: 101 Auto -populate fields in requisitions from pay and class specifications F, C This integration is available and we would need to discuss the scope, business rules, and specific requirements with the City prior to configuring the interface. "Oracle Class and Pay information (class code, minimum salary, and maximum salary) will be exported from Peoplesoft and uploaded into Insight by an authorized user using the salary upload functionality." o The salary upload functionality is used for making many updates at one time (usually annually or bi-annually, what ever is applicable). The user has the ability to update salary information one - at -a -time throughout the year, but most agencies will do "one-off's" manually as they occur throughout the year. But, when you have a major salary increase across the board, I recommend using the salary import tool. 60 Administer tests on computers or online NEOGOV offers a full Computer Based Testing system. The City can conduct tests via computers and online. For 41 security and verification of the test taker, we recommend conducting these written exams in a proctored environment. The way the CBT system is configured, the City can lock down and restrict particular tests to certain IP addresses at the test taking facilities (within the City or even at remote testing locations). 89 Vendor technical support available F NEOGOV offers unlimited technical support 24/7/365 for emergencies and also offer unlimited user support between 6:00AM and 6:00PM Pacific Time. We offer unlimited online user support 24/7. 91 Security Configuration — restricted access to supervisors, managers and agency HR staff, defining various levels of restricted access & flexibility to change security as employee (HR, recruiter, hiring manager) responsibilities change This is a standard feature of Insight Enterprise. Security in Insight Enterprises is both role -based and department -based. Recruiters and hiring department users alike can be restricted access based on departments. In addition, department users are given access based on the roles of hiring manager, subject matter expert, liaison or requisition originator or approver. HR staff can be restricted to limit their access to add, update, or delete postings, requisitions, and class specs as well as administrative set-up tables and confidential data. As roles change, security can be updated as needed. 93 Ease of navigation F This is a standard feature of Insight Enterprise. Navigation in Insight and the Online Hiring Center is extremely easy. Navigation is based on drop -down menus and with links on each page to provide easy navigation to other pages based on typical recruitment workflow. Additionally, Insight features a recruiter dashboard to provide recruiters with essential information about postings and requisitions they are responsible for with one click access from the home page into the most frequently used pages for those recruitments. 95 Training offered F NEOGOV offers a variety of trainings, including: • On Site Training - Delivered during the implementation • Paid online training — Available upon request for a fee. Paid online trainings are conducted specifically for the requesting agency. 42 • Free online trainings multiple times per month. All customers are invited to attend the free online trainings which are offered in two levels: beginners and advanced • Free biweekly customer conference calls where agencies are put in touch with each other to exchange questions and information The NEOGOV training methodology is more thoroughly defined in Section 1 D — Implementation and Training. 102 Provide "Work Flow Document' of typical Public Sector baseline of paperflow for procedural and best practices recommended. F NEOGOV will conduct business process analysis with the City which entails a thorough look into existing business practices to identify metrics such as time, effort, duration, cost, etc. to establish a benchmark baseline. We conduct this activity with our customers so that we can all identify our "starting" point and develop a plan for both NEOGOV and the customer to design and discuss the best implementation process. Also, a year later, we will conduct a follow-up analysis which will qualify and quantify the City's achieved results. This is an excellent exercise to highlight "how HR is doing" results throughout the City and increase HR's perceived value throughout the entire City and with the Citizens. 103 Identify implementation schedule with timeframes F The NEOGOV implementation schedule with timeframes is thoroughly defined in Section 1 D — Implementation and Training. END OF EXHIBIT A 43 Order Form Customer: Exhibit B: Order Form Bill To: NEO City of Miami, Enterprise Resource Planning Department utilizing the assistance of Technology Services Attn: Ms. Angela Marinas, Enterprise Resource Management Department 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 Quote Date: Valid From: Valid To: Requested Service Date: Revision: Order Number: // Initial Term: 1 12 Months Order Summary 1.0 insight Enterprise Edition 1.1 Subscription License $39,000.00 1.2 Maintenance $7,800.00 1.3 Provisioning 1.4 Training $8,000.00 $9,000.00 Sub Total: $46,800.00 $17,000.00 1More detailed descriptions of the services are contained in the order detail for each service, which are incorporated herein and made a part hereof by this reference. NEOGOV, Inc. Proprietary and Confidential Page 44 of 48 Order Form NEO Order Detail 1.0 Insight Enterprise Edition 1.1 License Subscription The City's subscription to the Insight Hiring Management Software includes the following functionality: Recruitment • Customized online job application • Accept job applications online • Online applications integration with current agency website • Online job announcements and descriptions • Attract "passive" applicants with automatic job interest cards • Proactively search your applicant database • Real-time database of all applicant information • Recruitment and examination planning Selection • Create, store, and reuse supplemental questions in the Insight item bank • Screen applicants automatically as they apply • Define unique scoring plans per recruitment, or copy existing scoring plans • Item bank and item analysis • Test processing (automatically input Scantron test data sheets) • Test analysis and passpoint setting • Score, rank, and refer applicants Applicant Tracking • Email and hardcopy notifications a EEO Data collection and reports • Track applicants by step/hurdle • Schedule written, oral, and other exams • Detailed applicant history record • Skills tracking and matching Reporting and Analysis • Collect and report on EEO data • Analyze and report on applicant flow • Track and analyze data such as time -to -hire, recruitment costs, staff workload, applicant quality, etc. • Over 70 standard system reports • Ad Hoc reporting tool HR Automation • Create and route job requisitions NEOGOV, Inc. Proprietary and Confidential Page 45 of 48 Order Form • Refer and certify applicants electronically • Scan paper application materials • Eliminate data entry with Intelligent Character Recognition (ICR) scanning NEOGO Additionally, during the term of the subscription, the City will be provided: Unlimited Customer Support (9:00 AM — 7:00 PM CT) Customer Support shall be provided to the City both on-line and by telephone Monday — Friday, 9:00 AM — 6:00 PM PT (excluding NEOGOV holidays). TM Free, Unlimited Advertising on www.governmentjobs.com All agency job postings are automatically posted and advertised for free on www.governmentjobs.com. www.governmentjobs.com receives over 5 million hits from job seekers a month. Product Upgrades to Licensed Software Customer shall receive all product upgrades to purchased package. Product upgrades are automatic and available upon the next login following a product upgrade rollout. Product upgrade rollouts are generally released every three months. 1.2 Maintenance NEOGOV will provide Insight support and maintenance for the County's licenses and unlimited use of the system. 1.3 Provisioning The following activities are conducted as part of the Insight Enterprise implementation • Conduct a Project kick off meeting to review the Project timeline, deliverables, and establish Project expectations • NEOGOV will establish an Agency -specific training environment that will be used during training and post -training to allow the Agency to learn the system and begin defining new roles, responsibilities, and activities within the HR staff • NEOGOV will conduct two days of on site instructor led training. NEOGOV will provide all required user exercises and user guides to the Agency. • Once the core user community is comfortable with the system (typically within 10 hours of hands-on use) they will train the remaining HR staff to complete their tasks using Insight. NEOGOV, Inc. Proprietary and Confidential Page 46 of 48 Order Form N E O G VIM • Between the training and go -live, NEOGOV will complete the following activities: o Creating an agency -specific training environment which is used by your agency during training and afterwards to train in prior to moving into production o Configure printable job bulletin o Integrate your new production job opportunities, promotional opportunities, and class specifications web pages into your existing agency website o Establish the Agency's Insight Enterprise production environment 1.4 Onsite User Training NEOGOV will deliver onsite training to Agency recruiters. We will provide all required user exercises and user guides to the Agency. Following the training, your agency will have full access to the training environment. Additionally, your agency has full access to our Customer Support Help Desk during the training to help new users fully utilize Insight. Our existing customers find that this unique implementation approach enables their users to become familiar with Insight in a safe environment, promoting system use and leading to a more successful rollout. Order Form Terms and Conditions: (1) The City hereby orders and GovernmentJobs.com, Inc. (d/b/a NEOGOV, Inc., hereafter "NEOGOV") agrees to provide the services described in this Order Form. THE SERVICES ARE PROVIDED PERSUANT TO THE TERMS AND CONDITIONS OF THIS ORDER FORM AND THE SERVICE AGREEMENT BETWEEN NEOGOV AND THE CITY. (2) The City agrees that the payment schedule is as follows: Provide all required software and Licenses ® One hundred percent (100%) of the annual license price is payable within thirty (30) days of execution of this Order Form and Service Agreement and upon receipt and approval of NEOGOV's invoice . ($46,800.00) Software Provisioning for first half of Insight Enterprise ® Fifty percent (50%) of the non -recurring costs are to be paid to NEOGOV within thirty (30) days of the execution of this Order Form and Service Agreement. ($4,000.00) and upon receipt and approval of NEOGOV's invoice. Completion of Training NEOGOV, Inc. Proprietary and Confidential Page 47 of 48 Order Form N EOGthr One hundred percent (100%) of the training price is payable within thirty (30) days of completion of training. ($9,000.00) and upon receipt and approval of NEOGOV's invoice. Software Provisioning for second half of Insight Enterprise (Completion of post evaluation) ® Fifty percent (50%) of the non -recurring costs are to be paid to NEOGOV within thirty (30) days following release into production and written acceptance by the City. ($4,000.00) and upon receipt and approval of NEOGOV's invoice. (3) Neither the City nor NEOGOV will be bound by this Order Form until it has been signed by authorized representatives of both parties. (4) Changes or alterations to this Order Form will not be accepted. DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ THE SERVICE AGREEMENT IN ITS ENTIRETY. YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE SERVICE AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS. Customer Signature: Print Nariie: Title: Date: AA /Z41/0 NEOGOV, Inc. Signature: Print Name: Title: Date: c c& (, e1(-o J re, ref),5eeu-t' NEOGOV, Inc. Proprietary and Confidential Page 48 of 48