|
CPQ-3330527 - 1 June 9, 2025
<br />Page 3 of 6
<br />Issued by Graviton Consulting Services, Inc.
<br />
<br />
<br />A. DESCRIPTION AND PRICES FOR ORDERED CLOUD SERVICES
<br />
<br />1. Cloud Services Ordered
<br />City of Santa Ana, CA (“City”, “You”, “Your”, or “End User”), has ordered the cloud services described above from Graviton Consulting
<br />Services, Inc. (“Graviton”). Your use of these cloud services is subject to the terms in this Ordering Document (the “Order” or “Ordering
<br />Document”) and the Oracle Cloud Services executed between You and Oracle America, Inc.
<br />
<br />B. TERMS AND FEES FOR ORDERED CLOUD SERVICES
<br />
<br />1. Oracle Contract Information
<br />a. Agreements.
<br />End User Cloud Services Agreement.
<br />The end user cloud services agreement applicable to this order is the following:
<br />Effective Version Date:
<br />Oracle Cloud Services Agreement US-CSA-CPQ-3330527 v062223
<br />
<br />
<br />2. Currency
<br />a. All fees on this order are in US Dollars.
<br />
<br />3. Terms
<br />a. All products and services listed on this order are provided by Oracle under, and subject to, the terms of this order, includi ng the agreement and all
<br />Oracle documents referenced in this order. You indicate your agreement to the terms of this order, including the agreement, by signing this order, and
<br />you represent that you have the authority to bind the company to whom this order is addressed above to the terms of this orde r and the agreement. As
<br />applicable, Oracle processes a partner's order after receipt of a purchase order or a valid credit card. Any terms and conditions on your purc hase order
<br />are void and have no legal effect. For cloud services, you may not reduce the quantity of services purchased hereunder f or distribution to the end user
<br />(e.g., user or record counts, storage, etc.), in whole or in part, during the Services Period set forth above. The Services P eriod for the cloud services
<br />commences on September 15, 2025.
<br />
<br />4. Fees
<br />a. The cloud services payment frequency applies to all cloud services fees and taxes. All fees payable to Graviton are due 45 days from the invoice date.
<br />Once placed, your order is non-cancelable and the sums paid nonrefundable, except as otherwise provided herein or in the agreement. You will pay any
<br />sales, value-added or other similar taxes imposed by applicable law that Graviton must pay based on the cloud services you ordered, except for taxes
<br />based on Graviton's income. Unless specifically stated otherwise, fees for cloud services listed in this order are exclusive of taxes and expenses. You
<br />agree not to disclose the terms of this order to any third party.
<br />Cloud Services Payment Frequency: Your payment frequency is Quarterly.
<br />
<br />5. Offer Validity
<br />a. This order is valid through 30-SEP-2025 and shall become binding upon execution by you and acceptance by Graviton.
<br />
<br />6. Price Hold for Cloud Services
<br />During the Services Period, you may order additional quantities of the cloud services acquired under this order for distribution to the end user at the Unit
<br />Net Price specified above. This price hold does not apply to Eloqua Marketing Platform Cloud Service, to any Customer Success Services listed as cloud
<br />services in the Services Ordered table of this order (including, without limitation, Cloud Priority Support for SaaS, Enhanced Support Services for SaaS,
<br />Mission Critical Response for SaaS, Solution Support Center for SaaS, Oracle Mission Critical Support for SaaS, Oracle Critic al Process Management
<br />for SaaS, Oracle Regression Testing Services for SaaS, Oracle Business Help Desk for SaaS, or Oracle Extensions and Integrations Support for SaaS),
<br />to any renewals or extensions of the cloud services ordered hereunder, to cloud services ordered pursuant to a separate Oracl e discount or promotion,
<br />or to any cloud services other than those listed in the initial purchase under this order.
<br />7. Non-Appropriation
<br />In the event the City has not appropriated funds for a new fiscal year period, and the City provides Graviton and Oracle with written notice of such non-
<br />appropriation, you may terminate this order immediately without penalty or expense; provided, however, that: (a) for each of the 12 -month terms of the
<br />order, you must provide a purchase order, and (b) your issuance of each 12-month purchase order shall signify to Graviton and Oracle that all funds for
<br />the given 12-month term have been fully appropriated and encumbered by the City. In the event that the City provide the written notice as described
<br />above to terminate its order with Graviton for the cloud services specified in the tables above section A, you may terminate this order. Notwithstanding
<br />the foregoing, you agree to pay for all cloud services performed by Oracle prior to Oracle's receipt of the City's notice of non-appropriations and your
<br />written confirmation that the order between you and Graviton for the cloud services specified in the table above section A have been terminated.
<br />
<br />8. No Auto-Renewal
<br />Notwithstanding any statement, to the contrary in the service specifications, the parties expressly agree that the cloud services acquired under this order
<br />will not auto-renew.
|