Item 09 -Agreements for Enterprise Resource Planning System Software

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CPQ-3330527 - 1 June 9, 2025 Page 4 of 6 Issued by Graviton Consulting Services, Inc. 9. Rebalancing Notwithstanding anything to the contrary in this order and subject to the conditions specified below, you have the option to re-allocate the User and Usage quantities ("Rebalance" or "Rebalancing") among the following Oracle Cloud Services (and associated optional services) listed in this order as applicable but only within a pillar (as defined below): Oracle Fusion Cloud, Taleo Enterprise Cloud Services, Eloqua Cloud Services, Oracle RightNow Cloud Services and BigMachines Cloud Services. For the purposes of this Rebalance option, a pillar is equal to one of the following: CX, HCM or ERP. By providing Graviton and Oracle with written notice of your intent to exercise the option to Rebalance, you may exercise the option to Rebalance provided that: a. you may only Rebalance with respect to Cloud Services subscriptions that you have already purchased from Graviton and that are still in effect at the time of the Rebalancing; b. you may only Rebalance with respect to subscription Cloud Services (e.g., bases and options) and you may not apply Rebalancing to other services (such as managed services or professional/consulting services) or operational services such as Additional Test Environment or Virtual Private Network, which are not a user based metric or a usage based metric; c. you may Rebalance once within the first 12 months from the Cloud Services Start Date of this order, and once within the following 12 month period; d. you provide your Graviton sales representative with 30 days prior written notice of your intent to exercise the Rebalance (with the 30 day notice period being the "Thirty Day Period"), and you issue a new PO for the new or amended order (that reflects the results of the Rebalan ce) with a new invoicing schedule; e. you enter into a new or amended order with Graviton for distribution to the end user reflecting the results of the Rebalance within the Thirty Day Period; f. your annual renewable revenue, with respect to Cloud Services, has not decreased; g. you may not use this Rebalance option with any products that have pooled usage or in conjunction with any Oracle Cloud promotions; h. you may not Rebalance any fees which have already been used or that have already been applied to Cloud Services under this order; i. Rebalancing conversions are based on the list prices of the applicable Cloud Services as of the date of your original order; and j. Oracle may contact the City directly to confirm its consent to the Rebalancing (without which Oracle is not obligated to proceed with the Rebalancing) and to coordinate any related end user actions that may be required. 10. Option periods You shall have an option to renew your subscription for the same services listed in the table above at the same usage limits for Seven (7) additional 12 Months renewal periods, each "Option Period" for the fees specified. Professional Services are not included in the Periods. You must provide Graviton a minimum of 30 days' notice prior to the expiration of a service term of your intent to exercise an Option Period and you must execute an order for the new option period prior to the expiration date of the existing service 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 custome rs, or (ii) You are seeking to cancel or reduce the number of user licenses of the cloud services set forth in this ordering document. Option Period 1: (commencing the day after the last day of the Services Period specified on this order): $[Total 12-month annualized Cloud Services fees for the Services Period under this order] x 1.03% Option Period 2: $[Total 12-month annualized Cloud Services fees for Option Year 1] x 1.03% Option Period 3: $[Total 12-month annualized Cloud Services fees for Option Year 2] x 1.03% Option Period 4: $[Total 12-month annualized Cloud Services fees for Option Year 3] x 1.03% Option Period 5: $[Total 12-month annualized Cloud Services fees for Option Year 4] x 1.03% Option Period 6: $[Total 12-month annualized Cloud Services fees for Option Year 5] x 1.03% Option Period 7: $[Total 12-month annualized Cloud Services fees for Option Year 6] x 1.03% The order is subject to and incorporates the terms and conditions contained in Section C set forth below ("Additional End User Te rms"). Oracle is an irrevocable third party beneficiary of the order between you and Graviton, but does not assume any of Graviton’s obligations thereunder. Oracle will have no liability to the City arising out of or relating to Graviton’s non-compliance with the End User Terms. Should the City fail to be in compliance with the additional End User Terms below, or because of any other circumstance outside of Oracle's control, Oracle may suspend or terminate the cloud services under this ordering document. In the event of termination, the end user's right to receive cloud services under this ordering document is automatically forfeited. 11. Price Hold For a period of 60 months from the Cloud Services Start Date of this order, You may order the Cloud Services specified below at the appropriate fee specified below, provided the Cloud Services are available in production release when ordered. Part No. Description Metric Monthly Fee B91150 Fusion ERP Analytics Hosted Named User Per Month 49.5 B98137 Oracle Fusion HCM Analytics Hosted Named User 49.5