Item 09 -Agreements for Enterprise Resource Planning System Software

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CPQ-3330527 - 1 June 9, 2025 Page 5 of 6 Issued by Graviton Consulting Services, Inc. C. ADDITIONAL END USER TERMS 1. Additional End User Terms To Include In The End User Order a. The order is subject to and incorporates the terms and conditions contained in this section C in the form set forth below ("End User Terms"). Oracle is an irrevocable third party beneficiary of the order between Graviton and the City, but does not assume any of Graviton’s obligations thereunder. Oracle will have no liability to the City arising out of or relating to the City’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, then you agree Oracle may suspend or terminate the cloud services under this order. In the event of termination, the end user's right to receive cloud services under this order is automatically forfeited by you. 2. Non-Appropriation In the event funds are not appropriated for a new fiscal year period, You may terminate this order immediately without penalt y or expense upon written notice to Graviton and to Oracle; provided, however, that: (a) for each of the 12-month terms of the order, You must provide a purchase order, and (b) Your issuance of each 12-month purchase order shall signify to Oracle that all funds for the given 12-month term have been fully appropriated and encumbered. Notwithstanding the foregoing, You agree to pay for all Services performed by Oracle prior to Oracle's and Graviton’s receipt of Your notice of non-appropriation." 3. No Auto-Renewal Notwithstanding any statement to the contrary in the Service Specifications, You expressly agree that the Cloud Services acquired under this order will not auto-renew. 4. Option Periods You shall have an option to renew your subscription for the same services listed in this order at the same usage limits for Seven (7) additional 12 Months renewal periods, each "Option Period" for additional fees to be determined by Graviton. Professional Services are not included in the Option 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 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 period 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." D. Other 1. Order of Precedence In the event of inconsistencies between the terms contained in this order and the agreement referenced above, this order shall take precedence. This order will override and control over the terms contained in any purchase order. E. Modification to the End User Cloud Services Agreement 1. Limitation of Liability For the purposes of this order only, delete Section 7.2 under Section 7 (Limitation of Liability) of the End User Cloud Services Agreement and replace with the following: “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 PAID AND PAYABLE UNDER YOUR ORDER FOR THE ORACLE PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY DURING THE THIRTY-SIX (36) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY.” 2. Governing Law For the purposes of this order only, add the following as a new Section 18.6 under Section 18 (Other) of the End User Cloud Services Agreement: “This agreement is governed by the substantive and procedural laws of the State of California.”