HomeMy WebLinkAboutresolution.council.101-19 RESOLUTION #101
(Series of 2019)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND ORACLE AMERICA AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
hosting, licensing and priority support services for the City's enterprise resource
planning solution between the City of Aspen and Oracle America a true and
accurate copy of which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract
for hosting, licensing and priority support services for the City's enterprise
resource planning solution between the City of Aspen and Oracle America a copy
of which is annexed hereto and incorporated herein, and does hereby authorize the
City Manager to execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 22nd day of October, 2019.
7A�E,
Torre, Mayor
I, Linda Manning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held October 22, 2019.
C
Xin'daManning, City Cl rk
C)RACLE'
PUBLIC SECTOR AGREEMENT FOR ORACLE CLOUD SERVICES
This Public Sector Agreement for Oracle Cloud Services (this "Agreement") is between Oracle America, Inc.
("Oracle,""we,""us,"or"our")and the entity that has executed this Agreement as identified in the signature block
below ("You"). This Agreement sets forth the terms and conditions that govern orders placed under this
Agreement.
1. USE OF THE SERVICES
1.1 We will make the Oracle services listed in Your order (the "Services") available to You pursuant to this
Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non-
exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier
terminated in accordance with this Agreement or Your order (the "Services Period"), solely for Your internal
business operations. You may allow Your Users(as defined below)to use the Services for this purpose, and You
are responsible for their compliance with this Agreement and Your order.
1.2 The Service Specifications describe and govern the Services. During the Services Period, we may update
the Services and Service Specifications(with the exception of the Data Processing Agreement as described below)
to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of
system use, and availability of Third Party Content(as defined below). Oracle updates to the Services or Service
Specifications will not materially reduce the level of performance, functionality, security or availability of the
Services during the Services Period of Your order.
1.3 You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause
damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene;
violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or
chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b)perform
or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or
vulnerability testing of the Services without Oracle's prior written approval, or perform or disclose network
discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of
the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d)
collectively, the "Acceptable Use Policy"). In addition to other rights that we have in this Agreement and Your
order,we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action
may include removing or disabling access to material that violates the policy.
2. FEES AND PAYMENT
2.1 All fees payable are due within 30 days from the invoice date. Once placed,Your order is non-cancelable and
the sums paid nonrefundable,except as provided in this Agreement or Your order. You will pay any sales,value-
added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered,
except for taxes based on our income. If You are a tax exempt entity, You must provide the applicable tax
certificate of exemption with Your order. Fees for Services listed in an order are exclusive of taxes and expenses.
2.2 If You exceed the quantity of Services ordered,then You promptly must purchase and pay fees for the excess
quantity.
2.3 You understand that You may receive multiple invoices for the Services ordered. Invoices will be submitted
to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at
http'//www oracle com/us/corporate/contracts/invoicing-standards-policy-1863799.r)df.
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3. OWNERSHIP RIGHTS AND RESTRICTIONS
3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content(as defined
below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative
works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
3.2 You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your
order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is
governed by separate third party terms between You and the third party.
3.3 You grant us the right to host, use, process, display and transmit Your Content to provide the Services
pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy,
quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to
Your Content required by Oracle to perform the Services.
3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble,
decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data
structures or similar materials produced by programs); (b)access or use the Services to build or support, directly
or indirectly, products or services competitive to Oracle; or(c)license,sell,transfer, assign, distribute,outsource,
permit timesharing or service bureau use of,commercially exploit,or make available the Services to any third party
except as permitted by this Agreement or Your order.
4. NONDISCLOSURE
4.1 By virtue of this Agreement, the parties may disclose to each other information that is confidential
("Confidential Information"). Confidential Information shall be limited to the terms and pricing under this Agreement
and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the
time of disclosure.
4.2 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 the disclosure; or(d) is independently
developed by the other party.
4.3 Subject to applicable law, each party agrees not to disclose the other party's Confidential Information to any
third party other than as set forth in the following sentence for a period of five years from the date of the disclosing
party's disclosure of the Confidential Information to the receiving party; however, we will protect the confidentiality
of Your Content residing in the Services for as long as such information resides in the Services. Each party may
disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it
against unauthorized disclosure in a manner no less protective than required under this Agreement,and each party
may disclose the other party's Confidential Information in any legal proceeding or to a governmental entity as
required by law. We will protect the confidentiality of Your Content residing in the Services in accordance with the
Oracle security practices defined as part of the Service Specifications applicable to Your order.
4.4 The parties acknowledge and agree that You and this Agreement are subject to applicable freedom of
information or open records laws. Should You receive a request under such law for Oracle's Confidential
Information, You agree to give Oracle adequate prior notice of the request and before releasing Oracle's
Confidential Information to a third party, in order to allow Oracle sufficient time to seek injunctive relief or other
relief against such disclosure.
5. PROTECTION OF YOUR CONTENT
5.1 In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will
comply with the applicable administrative, physical,technical and other safeguards, and other applicable aspects
of system and content management, available at htto://www.oracle.com/us/corporate/contracts/cloud-
services/index.html.
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5.2 To the extent Your Content includes Personal Data (as that term is defined in the applicable data privacy
policies and the Data Processing Agreement(as that term is defined below)), Oracle will furthermore comply with
the following:
a. the relevant Oracle privacy policies applicable to the Services, available at
httr)://www.oracle.com/us/legal/privacy/overview/index.html; and
b. the applicable version of the Data Processing Agreement for Oracle Services (the "Data Processing
Agreement"), unless stated otherwise in Your order. The version of the Data Processing Agreement
applicable to Your order (a) is available at httr)s://www.oracle.com/corporate/contracts/cloud-
services/contracts.html#data-processing and is incorporated herein by reference, and (b)will remain in
force during the Services Period of Your order. In the event of any conflict between the terms of the Data
Processing Agreement and the terms of the Service Specifications (including any applicable Oracle
privacy policies), the terms of the Data Processing Agreement shall take precedence.
5.3 Without prejudice to Sections 5.1 and 5.2 above, You are responsible for(a) any required notices, consents
and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal
Data)as part of the Services, (b)any security vulnerabilities,and the consequences of such vulnerabilities,arising
from Your Content, including any viruses,Trojan horses,worms or other harmful programming routines contained
in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the
terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer
responsible for the security, integrity or confidentiality of such content outside of Oracle's control.
5.4 Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not
include any sensitive or special data that imposes specific data security or data protection obligations on Oracle in
addition to or different from those specified in the Service Specifications. If available for the Services, You may
purchase additional services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to
address specific data security or data protection requirements applicable to such sensitive or special data You
seek to include in Your Content.
6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority
to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable
care and skill in all material respects as described in the Service Specifications. If the Services provided to You
were not performed as warranted,You must promptly provide us with a written notice that describes the deficiency
in the Services(including, as applicable,the service request number notifying us of the deficiency in the Services).
6.2 WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES
RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM
YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE
LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF
WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY
REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE
FEES PAID FOR THE DEFICIENT SERVICES FOR THE PERIOD OF TIME DURING WHICH THE SERVICES
WERE DEFICIENT.
6.4 TO THE EXTENT NOT PROHIBITED BY LAW,THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE
NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE,
HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
7.1 IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF
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REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE,
GOODWILL, OR REPUTATION.
7.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR
OTHERWISE,EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES
GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH LIABILITY.
8. INDEMNIFICATION
8.1 If a third party makes a claim against either You or Oracle("Recipient"which may refer to You or us depending
upon which party received the Material),that any information,design, specification, instruction, software, service,
data, hardware, or material (collectively, "Material")furnished by either You or us ("Provider"which may refer to
You or us depending on which party provided the Material) and used by the Recipient infringes the third party's
intellectual property rights, the Provider, at the Provider's sole cost and expense,will, to the extent not prohibited
by law,defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities,costs and
expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider,
if the Recipient does the following:
a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim
(or sooner if required by applicable law);
b. gives the Provider sole control of the defense and any settlement negotiations to the extent permitted by law;
and
c. gives the Provider the information,authority and assistance the Provider needs to defend against or settle the
claim.
8.2 If the Provider believes or it is determined that any of the Material may have violated a third party's intellectual
property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially
preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not
commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and
refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return
materially affects our ability to meet obligations under the relevant order,then we may, upon 30 days prior written
notice,terminate the order. If such Material is third party technology and the terms of the third party license do not
allow us to terminate the license,then we may, upon 30 days prior written notice,end the Services associated with
such Material and refund any unused, prepaid fees for such Services.
8.3 The Provider wil I not indemnify the Recipient if the Recipient(a)alters the Material or uses it outside the scope
of use identified in the Provider's user or program documentation or Service Specifications, or(b) uses a version
of the Material which has been superseded, if the infringement claim could have been avoided by using an
unaltered current version of the Material which was made available to the Recipient. The Provider will not indemnify
the Recipient to the extent that an infringement claim is based upon any Material not furnished by the Provider.
We will not indemnify You to the extent that an infringement claim is based on Third Party Content or any Material
from a third party portal or other external source that is accessible or made available to You within or by the
Services(e.g.,a social media post from a third party blog or forum,a third party Web page accessed via a hyperlink,
marketing data from third party data providers,etc.).
8.4 This Section 8 provides the parties'exclusive remedy for any infringement claims or damages.
9. TERM AND TERMINATION
9.1 Unless this Agreement is terminated earlier, You may place orders governed by this Agreement for a period
of five years from the date You accept this Agreement. This Agreement will continue to govern any order for the
duration of the Services Period of such order.
9.2 Services shall be provided for the Services Period defined in Your order. Notwithstanding anything to the
contrary in the Service Specifications,the Services You order will not be automatically renewed.
9.3 We may suspend Your or Your Users' access to, or use of, the Services if we believe that (a) there is a
significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or
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applications in the Services; (b)You or Your Users are accessing or using the Services to commit an illegal act; or
(c)there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted,we will
provide You with advance notice of any such suspension. We will use reasonable efforts to re-establish the
Services promptly after we determine that the issue causing the suspension has been resolved. During any
suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any
suspension under this Section shall not excuse You from Your obligation to make payments under this Agreement.
9.4 If either of us breaches a material term of this Agreement or any order and fails to correct the breach within
30 days of written specification of the breach, then the breaching party is in default and the non-breaching party
may terminate(a)in the case of breach of any order,the order under which the breach occurred; or(b)in the case
of breach of the Agreement, the Agreement and any orders that have been placed under the Agreement. If we
terminate any orders as specified in the preceding sentence, You must pay within 30 days all amounts that have
accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order(s)plus
related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole
discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the
breach. You agree that if You are in default under this Agreement,You may not use those Services ordered.
9.5 You may terminate this Agreement at any time without cause by giving Oracle 30 days prior written notice of
such termination. Termination of the Agreement will not affect orders that are outstanding at the time of termination.
Those orders will be performed according to their terms as if this Agreement were still in full force and effect.
However,those orders may not be renewed or extended subsequent to termination of this Agreement.
9.6 At the end of the Services Period,we will make Your Content(as it existed at the end of the Services Period)
available for retrieval by You during a retrieval period set out in the Service Specifications. At the end of such
retrieval period, and except as may be required by law, we will delete or otherwise render unrecoverable any of
Your Content that remains in the Services. Our data deletion practices are described in more detail in the Service
Specifications.
9.7 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability,
indemnification, payment and others which by their nature are intended to survive.
10. THIRD-PARTY CONTENT,SERVICES AND WEBSITES
10.1 The Services may enable You to link to,transfer Your Content or Third Party Content to,or otherwise access,
third parties' websites, platforms, content, products, services, and information ("Third Party Services"). Oracle
does not control and is not responsible for Third Party Services. You are solely responsible for complying with the
terms of access and use of Third Party Services,and if Oracle accesses or uses any Third Party Services on Your
behalf to facilitate performance of the Services,You are solely responsible for ensuring that such access and use,
including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by
the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party
Content from the Services to a Third Party Service or other location,that transfer constitutes a distribution by You
and not by Oracle.
10.2 Any Third Party Content we make accessible is provided on an"as-is" and"as available" basis without any
warranty of any kind. You acknowledge and agree that we are not responsible for, and have no obligation to
control, monitor, or correct, Third Party Content. We disclaim all liabilities arising from or related to Third Party
Content.
10.3 You acknowledge that: (i)the nature,type,quality and availability of Third Party Content may change at any
time during the Services Period, and (ii)features of the Services that interoperate with Third Party Services such
as FacebookM, YouTubeTm and Twitter TM, etc., depend on the continuing availability of such third parties'
respective application programming interfaces (APIs). We may need to update, change or modify the Services
under this Agreement as a result of a change in,or unavailability of,such Third Party Content,Third Party Services
or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the
Services, as determined by us in our sole discretion, we may cease providing access to the affected Third Party
Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party
Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under
this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation
due to any such changes.
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11. SERVICE MONITORING,ANALYSES AND ORACLE SOFTWARE
11.1 We continuously monitor the Services to facilitate Oracle's operation of the Services; to help resolve Your
service requests; to detect and address threats to the functionality, security, integrity, and availability of the
Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or
violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing
in the Services,except as needed for such purposes. Oracle does not monitor,and does not address issues with,
non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services.
Information collected by Oracle monitoring tools(excluding Your Content)may also be used to assist in managing
Oracle's product and service portfolio,to help Oracle address deficiencies in its product and service offerings, and
for license management purposes.
11.2 We may (i) compile statistical and other information related to the performance, operation and use of the
Services,and(ii)use data from the Services in aggregated form for security and operations management,to create
statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as
"Service Analyses"). We may make Service Analyses publicly available; however, Service Analyses will not
incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or
any individual. We retain all intellectual property rights in Service Analyses.
11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the
Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such
Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to
use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed
elements of the Oracle Software, which separately licensed elements are governed by the applicable separate
terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this
purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle
Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services
associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under
separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of
the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.
12. EXPORT
12.1 Export laws and regulations of the United States and any other relevant local export laws and regulations
apply to the Services. Such export laws govern use of the Services (including technical data) and any Services
deliverables provided under this Agreement, and You and we each agree to comply with all such export laws and
regulations(including"deemed export"and"deemed re-export"regulations). You agree that no data, information,
software programs and/or materials resulting from the Services(or direct product thereof)will be exported,directly
or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without
limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
12.2 You acknowledge that the Services are designed with capabilities for You and Your Users to access the
Services without regard to geographic location and to transfer or otherwise move Your Content between the
Services and other locations such as User workstations. You are solely responsible for the authorization and
management of User accounts across geographic locations, as well as export control and geographic transfer of
Your Content.
13. FORCE MAJEURE
Neither You nor we shall be responsible for failure or delay of performance if caused by:an act of war, hostility, or
sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the
obligated party;government restrictions(including the denial or cancelation of any export, import or other license);
or other event outside the reasonable control of the obligated parry. Both You and we will use reasonable efforts
to mitigate the effect of a force majeure event. If such event continues for more than 30 days, the affected order(s)
will be terminated for convenience unless the parties otherwise agree in writing. This Section does not excuse
either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your
obligation to pay for the Services.
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14. UCITA
The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under
it.
15. NOTICE
15.1 Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal
dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You
become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle
America, Inc.,500 Oracle Parkway, Redwood Shores, CA 94065,Attention: General Counsel, Legal Department.
15.2 We may give notices applicable to our Services customers by means of a general notice on the Oracle portal
for the Services, and notices specific to You by electronic mail to Your e-mail address on record in our account
information or by written communication sent by first class mail or pre-paid post to Your address on record in our
account information.
16. ASSIGNMENT
You may not assign this Agreement or give or transfer the Services, or any interest in the Services, to another
individual or entity.
17. OTHER
17.1 We are an independent contractor, and each party agrees that no partnership, joint venture, or agency
relationship exists between the parties.
17.2 Our business partners and other third parties, including any third parties with which the Services have
integrations or that are retained by You to provide consulting services,implementation services or applications that
interact with the Services,are independent of Oracle and are not Oracle's agents. We are not liable for, bound by,
or responsible for any problems with the Services or Your Content arising due to any acts of any such business
partner or third party, unless the business partner or third party is providing Services as our subcontractor on an
engagement ordered under this Agreement and, if so, then only to the same extent as we would be responsible
for our resources under this Agreement.
17.3 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain
effective and such term shall be replaced with another term consistent with the purpose and intent of this
Agreement.
17.4 Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form,
arising out of or relating to this Agreement may be brought by either party more than two years after the cause of
action has accrued.
17.5 Prior to entering into an order governed by this Agreement, You are solely responsible for determining
whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your
efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees
may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible
for Your regulatory compliance in connection with Your use of the Services.
17.6 Upon forty-five(45)days written notice and no more than once every twelve(12) months, Oracle may audit
Your use of the Cloud Services to ensure Your use of the Cloud Services is in compliance with the terms of the
applicable order and this Agreement. Any such audit shall not unreasonably interfere with Your normal business
operations. Any such audit shall not unreasonably interfere with Your normal business operations. Oracle shall
comply with reasonable security and safety rules, policies, and procedures("security rules")while performing any
such audit,provided that(i)such security rules are applicable to the performance of the audit; (ii)You make such
security rules available to Oracle prior to the commencement of the audit;and(iii)such security rules do not modify
or amend the terms and conditions of this Agreement or the applicable order(s).
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You agree to cooperate with Oracle's audit and to provide reasonable assistance and access to information
reasonably requested by Oracle.
The performance of the audit and non-public data obtained during the audit(including findings or reports that result
from the audit)shall be subject to the provisions of section 4(Nondisclosure)of this Agreement.
Any usage in excess of Your rights under the applicable order(s) shall be considered a change to the scope of
services of the applicable order(s)and You shall be responsible for paying the additional fees related to use of the
Services in excess of Your rights. You agree that Oracle shall not be responsible for any of Your costs incurred in
cooperating with the audit.
18. ENTIRE AGREEMENT
18.1 You agree that this Agreement and the information which is incorporated into this Agreement by written
reference(including reference to information contained in a URL or referenced policy), together with the applicable
order, is the complete agreement for the Services ordered by You and supersedes all prior or contemporaneous
agreements or representations,written or oral, regarding such Services.
18.2 It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in
any purchase order, procurement internet portal, or other similar non-Oracle document and no terms included in
any such purchase order, portal, or other non-Oracle document shall apply to the Services ordered. In the event
of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence;
however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take
precedence over any inconsistent terms in an order. Thls Agreement and orders hereunder may not be modified
and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by
authorized representatives of You and of Oracle;however,Oracle may update the Service Specifications,including
by posting updated documents on Oracle's websites. No third party beneficiary relationships are created by this
Agreement.
19. AGREEMENT DEFINITIONS
19.1 "Oracle Software"means any software agent, application or tool that Oracle makes available to You for
download specifically for purposes of facilitating Your access to, operation of, and/or use with,the Services.
19.2 "Program Documentation" refers to the user manuals, help windows, readme files for the Services and
any Oracle Software. You may access the documentation online at htto://oracle.com/contracts or such other
address specified by Oracle.
19.3 "Service Specifications"means the following documents,as applicable to the Services under Your order:
(a)the Oracle Cloud Hosting and Delivery Policies,the Program Documentation, the Oracle service descriptions,
and the Data Processing Agreement described in this Agreement; (b)Oracle's privacy policies; and (c) any other
Oracle documents that are referenced in or incorporated into Your order. The following do not apply to any non-
Cloud Oracle service offerings acquired in Your order, such as professional services: the Oracle Cloud Hosting
and Delivery Policies and Program Documentation. The following do not apply to any Oracle Software: the Oracle
Cloud Hosting and Delivery Policies, Oracle service descriptions, and the Data Processing Agreement.
19.4 "Third Party Content"means all software,data,text,images,audio,video,photographs and other content
and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may
access through,within, or in conjunction with Your use of,the Services. Examples of Third Parry Content include
data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries,
dictionaries,and marketing data. Third Party Content includes third-party sourced materials accessed or obtained
by Your use of the Services or any Oracle-provided tools.
19.5 "Users" means, for Services, those employees, contractors, and end users, as applicable, authorized by
You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that
are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the
Services to interact with You, such third parties will be considered"Users"subject to the terms of this Agreement
and Your order.
19.6 "Your Content" means all software, data (including Personal Data), text, images, audio, video,
photographs, non-Oracle or third party applications, and other content and material, in any format, provided by
Cloud_Cloud Services Agreement(CSA)_US Public Sector_v040119_US_ENG Page 8 of 10
US-CSA-CPQ-1352418-CITY OF ASPEN-SM
Customer Name: ITY OF ASPEN Oracle America, Inc.
Authorized Signature: / Authorized Signature:
Name: `JC Name:
Title: / <<h Title:
Signature Date: ,ZG Signature Date:
Agreeme No.: US-CSA-CPQ-1352418
Ne r �Oe ;
N IfiMe, J Cl C44
—rifle ; �4�-r �A h'A 'o-r
Cloud Cloud Services Agreement(CSA)_US Public Sector-v040119-US-ENG Page 10 of 10
US-CSA-CPQ-1352418-CITY OF ASPEN-SM
You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement,
Oracle Software, other Oracle products and services, and Oracle intellectual property, and all derivative works
thereof, do not fall within the meaning of the term"Your Content" Your Content includes any Third Party Content
that is brought by You into the Services by Your use of the Services or any Oracle-provided tools.
20. CLOUD SERVICES AGREEMENT EFFECTIVE DATE
The Effective Date of this Agreement is (DATE TO BE COMPLETED BY
ORACLE)
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.THE SIGNATURE BLOCK FOR THIS
AGREEMENT FOLLOWS IMMEDIATELY ON THE NEXT PAGE.
Cloud_Cloud Services Agreement(CSA)_US Public Sector v040119_US_EN.G Page 9 of 10
US-CSA-CPQ-1352418-CITY OF ASPEN-SM
C)RACLE'
ORDERING DOCUMENT
Oracle America,Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Name CITY OF ASPEN Contact Rebecca Hodgson
Address 130 SOUTH GALENA STREET Phone Number +1 (970)920-5000
ASPEN CO
ASPS Email Address Rebecca.Hodgson@cityofaspen.com
81611
New Subscription Term Through: 16-Nov-2020
Service Period:12 months
Cloud Services Data Center Quantity Term Unit Net Price Net Fee
Region
B84260-Oracle Talent Acquisition for NORTH 1000 12 mo 0.38 4,536.00
Midsize Cloud Service-Hosted AMERICA
Employee
884261 -Oracle Talent Management NORTH 1000 12 mo 0.19 2,268.00
for Midsize Cloud Service-Hosted AMERICA
Named User
877399-Oracle Test Environment for NORTH 1 12 mo 292.60 3,511.20
Oracle TBE Cloud Service-Test AMERICA
Environment
686836-Oracle Fusion Financials NORTH 1000 12 mo 2.79 33,516.00
Cloud Service-Hosted Employee AMERICA
886846-Oracle Fusion Sourcing NORTH 1000 12 mo 0.50 6,048.00
Cloud Service-Hosted Employee AMERICA
666847-Oracle Fusion Procurement NORTH 1000 12 mo 0.50 6,048.00
Contracts Cloud Service-Hosted AMERICA
Employee
686838-Oracle Fusion Expenses NORTH 1000 12 mo 028 3,351.60
Cloud Service-Hosted Employee AMERICA
886840-Oracle Fusion Automated NORTH 1000 12 mo 0.28 3,351.60
Invoice Processing Cloud Service- AMERICA
Hosted Employee
686841 -Oracle Fusion WebCenter NORTH 1000 12 mo 0.28 3,351.60
Forms Recognition Cloud Service- AMERICA
Hosted Employee
886843-Oracle Fusion Purchasing NORTH 1000 12 mo 0.50 6,048.00
Cloud Service-Hosted Employee AMERICA
886844-Oracle Fusion Supplier NORTH 1000 12 mo 0.50 6,048.00
Portal Cloud Service-Hosted AMERICA
Employee
CPQ-1352418- 1 Issued by Oracle America, Inc. 12-SEP-2019
Page 1 of 4
Service Period:12 months
Cloud Services Date Center Quantity Tenn Unit Net Price Net Fee
Region
B86848-Oracle Fusion Self Service NORTH 1000 12 mo 0.13 1,512.00
Procurement Cloud Service-Hosted AMERICA
Employee
886850-Oracle Fusion Project NORTH 1000 12 mo 0.63 7,560.00
Financials Cloud Service-Hosted AMERICA
Employee
B86849-Oracle Fusion Project NORTH 1000 12 mo 0.50 6,048.00
Contract Billing Cloud Service- AMERICA
Hosted Employee
B86855-Oracle Fusion Grants NORTH 1000 12 mo 0.32 3,780.00
Management Cloud Service-Hosted AMERICA
Employee
873946-Oracle Planning and NORTH 25 12 mo 23.94 7,182.00
Budgeting Cloud Service-Hosted AMERICA
Named User
884490-Oracle Additional Test NORTH 1 12 mo 2,625.00 31,500.00
Environment for Oracle Fusion Cloud AMERICA
Service-Each
B85800-Oracle Human Capital NORTH 1000 12 mo 1.50 18,018.00
Management Base Cloud Service- AMERICA
Hosted Employee
886334-Oracle Fusion Payroll Cloud NORTH 1000 12 mo 0.81 9,702.00
Service for United States-Hosted AMERICA
Employee
886668-Oracle Cloud Priority NORTH 1 12 mo 1,099.00 13,188.00
Support for SaaS AMERICA
B86669-Oracle Cloud Priority NORTH 1 12 mo 1,250.00 15,000.00
Support for SaaS:Base Fee AMERICA
Subtotal 191,568.00
Fee Description Net Fee
Cloud Services Fees 191,568.00
Net Fees 191,568.00
Total Fees, 191,568.00
CPQ-1352418-1 Issued by Oracle America, Inc. 12-SEP-2019
Pape 2 of 4
A.Terms of Your Order
1.Agreement
a.Public Sector Agreement for Cloud Services US-CSA-CPQ-1352418
2. Payment Terms:
a.Net 30 days from invoice date
3. Payment Frequency:
Quarterly in Arrears
4.Currency:
US Dollars
5.Offer Valid through:
30-NOV-2019
6.Services Period
The Services Period for the Services commences on the date stated in this order. If no date is specified, then the"Cloud Services Start Date"for each
Service will be the date that you are issued access that enables you to activate your Services, and the"Consulting/Professional Services Start Date"is
the date that Oracle begins performing such services.
7.Service Specifications
The Service Specifications applicable to the Cloud Services and the Con suiting/Professional Services ordered may be accessed at http://
www.oracle.com/contracts-
B.Additional Order Terms
1.Delayed Services Period
The Services Period for Cloud Services You have ordered under this order shall commence on or after 17-Nov-2019 and, subject to payment of fees for
the Cloud Services, shall continue for the period specified in the Cloud Services table above, unless earlier terminated in accordance with the
Agreement. Upon the commencement date set forth in the previous sentence, Your first payment for Cloud Services will be due in accordance with
Section A. At Your discretion You may request that the Services Period commence prior to the date set forth above.
2. Option Years
For clarification purposes,you shall have an option to renew your subscription for the same services listed in the table above at the same usage limits for
three(3)additional 12-month renewal periods(each an"Option Year")for the fees specified in the table above. Professional Services are not included in
the Option Years.
You must provide Oracle a minimum of 30 days notice prior to the expiration of a service term of your intent to exercise an Opbon Year and execute an
order for the new option period prior to the expiration date of the existing services period. The Cloud Services listed above may not be renewed at the
Option Year pricing listed above if: (i)Oracle is no longer making such Cloud Services generally available to customers,or(ii)You are seeking to cancel
or reduce the number of user licenses of the Cloud Services set forth in this order.
3.Simultaneous Execution
CPQ-1352418-1 Issued by Oracle America,Inc. 12-SEP-2019
Page 3 of 4
You acknowledge and agree that the terms and conditions of this order are contingent upon the simultaneous execution of the Public Sector Agreement
far Oracle Cloud Services with the footer reference number US-CSA-CPQ-1352418 between the parties. If the parties do not simultaneously execute
such referenced Agreement with this order,this order shall be deemed to have no legal effect,even if executed.
CPQ-1352418-1 Issued by Oracle America,Inc. 12-SEP-2019
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