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A.DESCRIPTION AND PRICES FOR ORDERED CLOUD SERVICES
<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 /> B.TERMS AND FEES FOR ORDERED CLOUD SERVICES
<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 /> 2.Currency
<br /> a.All fees on this order are in US Dollars,
<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, Including 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 order 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 purchase order
<br /> are void and have no legal effect.For cloud services,you may not reduce the quantity of services purchased hereunder for 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 Period for the cloud services
<br /> commences on September 15,2025.
<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 /> 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 /> 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 Critical 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 Oracle 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 /> 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.
<br /> CPQ-3330527-1 Issued by Graviton Consulting Services,Inc. June 9,2025
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