Agenda packet — Costa Mesa City Council, August 5, 2025 (part 3 of 5)

HOA HOA HOA HOA N/A N/A N/A
Private
roadway,
alleys, curbs
and sidewalks

HOA HOA HOA HOA N/A HOA HOA
Roofs, gutters
and downspouts
of Buildings

HOA HOA HOA HOA HOA N/A N/A
Solar energy
system
Owner Owner Owner Owner N/A N/A N/A
728

#2412362v2 EXHIBIT B
Improvement Clean Maintain Repair Replace Paint Resurface Repave Trash
enclosures and
bulk item areas

HOA HOA HOA HOA HOA HOA HOA
Monuments,
furniture and
structures in
courtyard areas

HOA HOA HOA HOA HOA HOA HOA

729

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Adam Scotchler <[email protected]>
Tuesday, July 8, 2025 12:23 PM
PC Public Comments
Meritage Homes Housing Project - 3150 Bear St - Letter of Support To: Costa Mesa Planning Commissioners and City Council Members My name is Adam Scotchler and I am a resident of the city of Costa Mesa, as well as a small business owner. My wife and three children rent in Eastside Costa Mesa and we have been eager to purchase a home in Costa Mesa. The Meritage project at 3150 Bear Street offers my family the opportunity to become a home owner and to invest in this community.

I understand that this project has spent more than a year and a half being designed and vetted by your city staff. It meets all parking requirements and the improvements they are bringing to the area, including the park across the street, make this a great location to raise my children. I am hopeful you will approve this project and help facilitate its future build out.

Adam Scotchler
c. 714.276.6262
Crossfit Tustin
Trainer / Owner
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1 ATTACHMENT 12
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Erin Gonzalez <[email protected]>
Wednesday, July 9, 2025 11 :09 AM
PC Public Comments
Meritage Homes Housing Project - 3150 Bear St
'PH S
To whom it may concern,
My name is Erin Gonzalez, and I"m a millennial young professional renter living in Costa Mesa. I am writing to express my strong support for the new homes that Meritage Homes is proposing at the former Trinity Broadcast site on Bear Street.

For me and many of my peers, homes in this category represent more than just new housing units, they offer a pathway to achieving the American dream of homeownership. With housing costs continuing to rise, affordable homes like those Meritage plans to construct are crucial for young people to establish a stable and affordable foothold in Orange County.

I respectfully urge the Commission to approve this project and provide more young residents the opportunity to thrive and build futures as homeowners in the Costa Mesa community. Thank you for your consideration.

Sincerely,
Erin Gonzalez
(714) 743-4397
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GREEN, BRENDA
Wednesday, July 9, 2025 2:38 PM
PC Public Comments
FW: Costa Mesa Chamber of Commerce Letter of Support - 3150 Bear Street Housing Project - Planning Commission
Chamber Letter of Support for 3150 Bear Street Housing Project.pdf Respectfully,
Brenda Green
City Clerk
City Clerk's Office l (714) 754-5221
77 Fair Drive i Costa Mesa i CA 92626
9!10[a
As City Hall has reopened, we encourage the public to take advantage of our appointment system. Appointments can be made at www.costamesaca.gov/appointments. Please note that It is required that all guests check in with our Concierge Staff, located on the 1" Floor Lobby, upon arrival at City Hall.

From: David Haithcock <[email protected]> Sent: Wednesday, July 9, 2025 2:26 PM
To: CITY CLERK <[email protected]>
Subject: Costa Mesa Chamber of Commerce Letter of Support - 3150 Bear Street Housing Project - Planning Commission Please find attached a letter of support RE 3150 Bear Street Housing Project CAUTION: This email origiaated from outside of the orgar4zation. Do not click links or open attachrn entQ unless you recognize the sender and laiow the content is safe. Reportany suspjcious activities to thq InformationTechriol3gyD7artment:.i
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lORS 514,
(,OSTA MESA
Clirunber ofCmnmerce
July 9, 2025
Costa Mesa Planning Commission
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
RE: Support for Proposed Bear Street Residential Community (3150 Bear Street) Dear Members of the Planning Commission,
On behalf of the Costa Mesa Chamber of Commerce, I am writing to express our strong support for the proposed residential community by Meritage Homes at 3150 Bear Street, the site of the former Trinity Broadcasting Center.

Costa Mesa continues to face a critical need for high-quality, for-sale housing. This project brings 142 thoughtfully designed homes, both detached condos and stacked flats, all for purchase. This opportunity supports long-term community investment and housing stability.

Key benefits include:

Smart Growth: Transforms an inactive commercial site into a vibrant residential community, expanding homeownership opportunities through diverse floor plans and price points.

Sustainability: Homes will feature solar, efficient HVAC, and EPA-certified green building practices, aligning with Costa Mesa's environmental goals.

Community Design: Includes shared amenities, a tot lot, BBQ areas, two-car garages per unit, 37 guest spaces, and an HOA to ensure ongoing maintenance. Access points are carefully planned to support emergency access and neighborhood compatibility.

Economic Impact: Adds 142 new households, supports local businesses, creates jobs, and increases city revenue-all while strengthening Costa Mesa's housing pipeline.

This project reflects the kind of smart, sustainable, and community-minded growth our city needs. We respectfully urge your support and look forward to seeing this exciting development come to life.

Sincerely,
David Haithcock
President & CEO
Costa Mesa Chamber of Commerce
1665 Scenic Ave., Ste 210, Costa Mesa CA 92626 (lffice: (714) 885-9090 Email: inl4costamesachamber.com EIN: 95-1792321 733

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Regina Smith <[email protected]>
Thursday, July 10, 2025 10:46 AM
PC Public Comments
Attached Letter for Appl: PGPA-24-0002
cityproject.docx
To Whom it May Concern,
Please see attached letter for our disapproval of the project PGPA-24-0002 Thank you,
Justin and Regina Smith
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Justin and Regina Smith 'PI-%-l
900 Mackenzie PI
Costa Mesa, Ca 92626
Mom2boys0810@@mail.com
July 9'h, 2025
To:

Costa Mesa Planning Commission
Costa Mesa City Council
Subject: OpposiUon to Application PGPA-24-0002 3150 Bear Street We are writing to formally oppose the proposed 142-unit ownership residential development on the 6.12-acre site, which includes 93,500 square feet of on-site open space including private balconies and seven units designated for very low-income housing.

While the need for housing, especially affordable options, is undeniable in other cities in California, this project raises significant concerns for our community:
* Overdevelopment of a Limited Space
Packing 142 ownership units-regardless of unit size-onto just over 6 acres represents an extremely high density for the area. This intensity is out of character with the surrounding neighborhoods, which have historically maintained more open space, lower housing density, and a quieter residential atmosphere.
* Pressure on Services:

Local schools, water, sewer systems, and emergency services are already operating near the capacity for our city. Adding hundreds of new residents will place additional strain on public resources that the development does not adequately address.
@ Environmental and Community Character Concerns:

This development would dramatically transform a relatively modest, low-density neighborhood into a high-density enclave, disrupting the established character, visual landscape, and close-knit sense of community that residents have spent years cultivating. It threatens to permanently alter both the natural environment and the social fabric of the area. We strongly urge the city to prioritize development that aligns with the community's values-focusing on thoughtful planning, environmental responsibility, and long-term sustainability.
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* Pressure on Infrastructure:

Increased traffic from this project will worsen congestion at several already overburdened intersections, particularly at Bear Street and Yukon, as well as the Bear Street on- and off-ramps to the 73 freeway. The intersection at Yukon and Bear regularly backs up starting around 3:30 PM and continues through the evening rush hour, often until 6:00 PM. During this time, vehicles routinely block the intersection, preventing residents from exiting the neighborhood via Yukon-whether attempting to go straight onto Paularino or turn right onto Bear to access the freeway.

Additionally, the short stretch of Paularino Avenue between Bear and Bristol is heavily congested as drivers use it as a cut-through to reach the freeways or the shopping center at Bristol and Paularino. This section of road is frequently backed up and often blocked by traffic, and the city is already filling potholes on Paularino nearly every month due to the volume and weight of vehicles.

Adding more vehicles from this proposed 142-unit development-along with traffic from the upcoming 1,583-unit Village Santa Ana at South Coast Plaza-will make Bear Street, particularly the segment from Sunflower to Baker, virtually impassable during peak times and the Christmas holiday. This corridor already experiences gridlock during the holiday season, and this level of development threatens to turn seasonal congestion into a year-round issue.

In light of these issues, I respectfully request that the Planning Commission deny or significantly revise this proposal to better reflect the cornrnunity's needs and values.

Thank you for your time and consideration.

Sincerely,
Justin and Regina Smith
736

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Adele M <[email protected]>
Sunday, July 13, 2025 12:52 PM
PC Public Comments
Lifestyles Community
Dear Costa Mesa Planning Commission,
I am writing in regards to the public hearing associated to the "Meritage Homes Development" and the neighborhood of the Lifestyles Community which will directly be impacted by the project.

I am a homeowner in the Lifestyles Community and have lived there for 20 years. I am so very concerned about the upcoming development that Meritage Homes is proposing. I know this project is happening whether we like it or not because the property itself has been purchased for such project but only hoping for some more consideration of the neighbors and neighborhood that surround the new development. I am so concerned about the traffic on Bear Street, especially in the front of our gated complex. The traffic on Bear Street has significantly increased! We have had residents literally ran over and injured in cars and bicycles trying to get across or leave our development. It would be ideal for it to be controlled by a traffic light to help with safety and accessibility. Entering and departing our complex is now much more problematic and I fear once the density of the new development, we will get stuck trying! Please consider this, please help us! Another thought or opinion is that there be a crosswalk potentially or foot bridge? Currently, there have been no pedestrian improvements :(
I write this letter as the homeowner of the Lifestyles Community but also speaking up for several elderly neighbors that are also concerned that can not attend a meeting or use email, but are also very concerned about the same topics I have discussed.

Thank you for your time,
Adele Molica
Costa Mesa Resident
adelel [email protected]
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'PH-\
Stacy Schofro <[email protected]>
Sunday, July 13, 2025 4:58 PM
PC Public Comments
Opposition to Proposed Building Development on 3150 Bear Street Good morning,
I am opposed to the proposed residential development of 3150 Bear Street.

Please remove my name from public records.

Thank you for your time and consideration.

Stacy Swanson
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Kimberly Bertrand <[email protected]>
Sunday, July 13, 2025 8:50 PM
PC Public Comments
Bear Street Housing Project Agenda Item July 14,2025 'PH-l
Hello Planning Commission,
I"m reaching out before the meeting on July 14th regarding the Bear Street Housing Project. Ilive next door in the Lifestyles community. I understand that the developers have agreed to place a traffic signal to be triggered when we leave our gated community. I know our community really appreciates this provision. I am asking that the placement of the traffic signal be placed before the opening of our complex heading towards South Coast Plaza. If the signal is placed after our entrance/exit gate. Traffic will block our community even worse than what we endure during the holiday shopping season. Traffic should stop right before our entrance so we have an easy time exiting. I know traffic studies have been done and a "do not block" painted in front of our entrance/exit gate. Cars still block it and we have to dodge our cars between others, only to be honked at and risk our lives. This is where the traffic signal should be placed.

I am also requesting a foot bridge be placed going over from the new development to shiffer park. For safety sake, pedestrians should be able to feel comfortable going to the park. According to the developer's plan, the housing track behind TBN building will now have a walkable access to the park. With the new development going in on Sunflower, we are only going to see more and more cars. People speed over the overpass leaving South Coast Plaza. Leaving a blind area for cars to see a crosswalk if created. Walking to the park, will be frightening. I have lived at my house for 20 years and not once, have I walked over to the park from fear of speeding cars. A footbridge would allow all of our neighbors to enjoy the park.

I thank you for taking the time to read my email. Please consider our neighborhood while making this decision that will affect us all.

Best,
Kimberly Bertrand
802 Spirit
Best,
Kimberly Bertrand
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Regina Smith <[email protected]>
Monday, July 14, 2025 10:01 AM
PC Public Comments
Comments about Application No. PGPA-24-0002
cityproject2.docx
Here is a second letter for comments regarding PGPA-24-0002 to be added to the hearing that is scheduled for July 14th, 2025.

Thank you,
Justin and Regina Smith
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July 14'h, 2025
Subject: Community Concerns Regarding Proposed Development at 3150 Bear Street Dear Members of the Costa Mesa Planning Commission, As residents of the neighborhoods adjacent to the proposed development at 3150 Bear Street, we respectfully submit the following concerns in advance of the July 14th Planning Commission hearing.

Traffic Safety and Congestion
Bear Street already experiences significant congestion, particularly during peak hours, holidays, and summer weekends. The trip generation comparison in the current traffic analysis is based on prior estimated use when the building was occupied, not the current vacant condition. This results in an inaccurate baseline and may obscure the true traffic impacts. A Level of Service (LOS) analysis should be required.

The proposed addition of a signal-controlled driveway raises serious concerns. With two closely spaced signals already in place near the 73 freeway ramps, a third signal nearby could worsen backups and cause driver confusion. Cars often block intersections or run red lights in this area due to visual alignment and signal timing. Additional delays will affect not only local residents but also the city's economic engine-South Coast Plaza-by creating greater congestion at key access points.

Overflow Parking into Residential Streets
We are also very concerned about the project's potential to create parking overflow in our surrounding neighborhoods. With limited on-site parking and the likelihood of multi-car 741
households or visitors, spillover parking will impact Mackenzie Place, Tanana Street, and Klondike Avenue-especially since two of these streets are cul-de-sacs with limited capacity. We already face tight parking conditions, and increased 'usage of Shiffer Park for overflow only exacerbates this. Residents and their guests are likely to use the park and nearby streets for both daytime and overnight parking, further straining the laimited availability.

Additional Concerns
While we understand and appreciate the city's interest in investing in park improvements, we are concerned that the proposed budget may not be sufficient to support the increased use this development will generate. We urge a more thorough review of the funding allocation to ensure it can meet the long-term needs of the community. Additionally, the current design proposed in the plans with only having one entrance and exit will not be adequate for the park. As the number of residents and park visitors grows, expanded access and increased parking capacity will be essential.

In Condusion
Safety and overflow parking are our community's top concerns. We ask the Planning Commission to carefully reconsider this project's design, traffic impact analysis, and neighborhood consequences. We respectfully request that these issues be thoroughly studied and addressed before any approval is granted.

Thank you for considering the voice of the community. justin and Regina Smith
900 Mackenzie PI
Costa Mesa, Ca. 92626
742

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GREEN, BRENDA
Monday, July 14, 2025 10:10 AM
PC Public Comments
FW: Cell Phone Tower Placentia and Federal
Respectfully,
Brenda Green
City Clerk
City Clerk's Office l (714) 754-5221
77 Fair Drive l Costa Mesa i CA 92626
[10[7
As City Hall has reopened, we encourage the public to take advantage of our appointment system. Appointments can be made at www.costamesaca.gov/appointments. Please note that It is required that all guests check in with our Concierge Staff, located on the 1"' Floor Lobby, upon arrival at City Hall.

From: Dana Croyle <[email protected]>
Sent: Monday, July 14, 2025 10:07 AM
To: CITY CLERK <[email protected]>
Subject: Cell Phone Tower Placentia and Federal
Dear Members of the City Planning Department,
I am writing as a homeowner and resident of Costa Mesa to formally express my strong opposition to the proposed installation of a cell phone tower near my property on Placentia Ave./Federal Ave.

I have serious concerns about the impact this would have on pur community.

Specifically:
- Numerous studies have shown that proximity to cell towers can negatively affect home values. As a homeowner who has invested significantly in my property, this is extremely concerning.
* A cell tower would be visually intrusive and detract from the character and beauty of our residential neighborhood.
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While the scientific community continues to evaluate the long-term health impacts of living near such towers, many residents are understandably wary of any possible risks
- There has been no meaningful community engagement or outreach to gather feedback from affected residents, which I believe should be a requirement before moving forward with any installation in a residential area.

I respectfully urge the City to reject this proposal or consider alternative locations away from homes, schools, and community spaces. Our neighborhood should not bear the burden of infrastructure that benefits broader service areas at the expense of our local environment, home values, and peace of mind.

Thank you for your attention to this matter and for considering the concerns of the residents you serve.

Sincerely,
Dana Kalionzes
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Nash Walker <[email protected]>
Monday, July 14, 2025 11 :13 AM
PC Public Comments
[email protected]
"Costa Mesa Planning Commissioners and City Council Members "Costa Mesa Planning Commissioners and City Council Members, My name is Nash Salah and I am the business owner of Nash Auto in the city of Costa Mesa. I am writing to you to express my support for the Meritage Homes project at 31 50 Bear St for 142 for-sale homes. I am a long time business owner in Costa Mesa and I believe this project will bring economic growth to the community and the residents of Costa Mesa and much needed housing options for the city. Businesses in the area will benefit greatly from a for sale housing option for Costa Mesa. We believe this project will be a great positive addition to Costa Mesa and we are writing in support of Meritage Homes."
Nash Salah
President
office:(714) 435-4000
Cell : (714) 724-6565
Nash Auto Inc.
2665 Harbor Blvd
Costa Mesa, CA 92626
[email protected]
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P!'r)
APPEAL TO USE OF 3150 BEAR ST. AS A 142

HOUSING UNITS DEVELOPMENT
Application to establish a 142 unit
housing development in an AP
designated zone
746
3150 trees are and lot
line are closer to my
bedroom than MY

OWN DRIVEWAY
Local
Business
747
Finding:
"Grantingtheconditionaluse ermitorminorconditionaluse
ermit will not be
f the public or otherwise
r improvements within the immediate
neighborhood."
* This approval is 100% Materially detrimental to
my well-being. The stress is absurd and
unneceSSan/.
- I did not attend the public meeting
precisely because of prior negative
experiences at previous public meetings
where I DID participate.
- I realize I live in a City, but I love my home
and I only wish to live peacefully in it
without undue duress.

Al 6't
# .71 ) %
L VI.

J'JM[T
748
Finding:

IlGrantingthe conditional use permit or minor
:onditional use permitwill not belnateriallydetrimentall lothe heafth, safety, and general welfareliofthe public or atherwiseiJniuriousto propertylorimprovementswithin
the immediate neighborhood."
- I am clearly directly impacted.
* Ifeel like I'm on an island, handling this
issue all on my own.
a Who wouldn't be concerned about the
negative impact this project will have on
my market home value?
- With that many people so near to my
residence, I will feel even more unsafe
than I already do.
749
Old footage from an old
computer typical of noise
coming from the 3150 property
The application does not describe any
steps the property intends to take to
mitigate noise.
- There are no controls included in the
application.
- This footage captures typical noises I
was exposed to for years.
- I cannot understand why the city finds
this acceptable.
a Late night/early morning noise is not
compatible with the with the general
welfare.
750
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I

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g g
II
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-I'
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VNoli.kl6aolatu:
'Replaces former Trlnlly Broadcasting Center l3 150
Bl5fi,!dreet
I 1@udetl42newhlgh-quoll+yaffochedanddelached.

Tor-sdle homes
i Tta$llonal architectural i+yles
IJ!%o-car googes with oddilioniil on ilte guest ptxklng net(59 effiden+ and wooer efficient buildings and
Iqndscaping
Co:il'non amenity areos including lot lot. ihade
slnJplHyes, iuri area. and BBQ counlen
It is not plausible to believe that
he air/noise quality in my
backyard will not be even further
egraded.
all
751
4:28 a 5G a
52 FOOT BUILDINGS
ass
latimes.com
DailyPilot LOGIN Q
Density - while balanced to complement
the characteristics of the surrounding
residential neighborhoods - is key to
making the project pencil out, Crooker
added.

For that reason, the Meritage subsidiaiy is
planning to set aside eight deed-restricted
units for very low-income residents, in
exchange for a density bonus from the state
that will allow it to build to greater heights
and a higher density, while offeiing fewer
parl6ng spaces, than what's allowed for in
Costa Mesa's municipal code.

This means three- and four-story stacked
flats up to 52 feet, as opposed to tlie :z7-foot,
two-story cap imposed by the city. Instead
of providing 477 parking spaces, applicants
are prOpOSlllg 372.
752

NO TRAFFIC LIGHT

NO CROSSWALK
y
il" - 4
X
It is already difficult left turn access onto Bear. Bear street will become so much more dangerous for residents and kids no plans to install even a crosswalk to Shiffer park much less a traffic light to handle all the newly increased residential traffic.
753
Tree
Intrusion/Damage
Tinhterunde!hlabr0gren! 8vreor aenr'J 'uSn'dreeerSmhyaVbeack yard.

L pHrOoWpedrOty' groemsetrhvee n"Yghboring
€rroanpCehrteys',s roots and

2. Where is the documentation
SpulWOinr'gnt!'sheetar:esr0sVoac'lOofse to
my property?

3. Does that approval remain
valid?

4. I fear Santa Ana
winds may uproot
and cause 3150's
trees to fall on my
property and damage
my property or harm
me.
754
EsaEms
naudeil42 new 111QF quo))r alliiCh0d iind dslochi.d.

Twit floor plom for the detiicned condoi
liadllional otchlleclutal tMei
Two-Hi Haiiiqei wllh addlllonol on ille @ueil pomng EneiH9 effideni and wolei gljdenl bJThn(i and
JAmcoping
755
Transparency

1. Policy N-2.2:
a) Where is the data that supports that full
consideration was given?
b) Where is the documentation that supports
condusion.
c) Where is the process documentation that
supports how the conclusions were arrived
at?

2. Policy N-2.5:
a) What are the city"s plans for enforcement?
b) How many code/CUP enforcements before
this permit is revoked?

3. Policy N-2.9:
a) Has the received noise test results from the
applicant per scenarios proposed by the
applicant?
b) Where does the city's confidence come
from that the applicant will abide by the
CUPs/codes, etc and that I will be able to
live peaceably in my home?
756
FACIS
757
A!! - I
758
welfarei
t'l"elf'are 4ot-2 Ilollll
vvelfare wel- ferzti
Synonyms of welfare >
1 : the state of doing well especially in resprrr rns, m
'ilLlSC iOOk OUt FO! dOLir OWn l'l'elTar e
2 a : aid in the form of money or necessities for those in need b : an agency or program through which such aid is distributed Welfare iotz ;idjcctive
1 : of, relating to, or concerned with welTare and especially with improvement of the I%Tell l)elllg noun
Synonyms of well-being >
759
of the public or otherwise injurious to property or ! improvements within the immediate neighborhood.

As an elder woman, I am informing the City that this process and the development itself will undoubtedly be materially detrimental to MY health, safety and
general welfarh, not to mhntion how the trees will continue to affect my
'IF (-, ,'
all
760
I ask the City carefully and empathetically consider my situation and take sufficient mitigating actions with respect to the 3150 Bear Street property which will lead to an opportunity for me to live peaceably in my beautiful home.

Thank you for your time and consideration.
761

PARTIDA, ANNA
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To:

Subject:

Dear city elected officials,
Peter Schuller <[email protected]>
Monday, July 14, 2025 9:32 AM

PLANNING INFO
proposed 142 new units at 3150 Bear Street, Costa Mesa rv=;-\
This project is laughably ridiculous. It's a parking lot of cars already during rush hour in this area.

Do you really think its a good idea to squeeze in 142 homes in an ALREADY crowded and thoroughly traffic congested area?
A traffic light will do nothing to relieve traffic. Absolutely ludicrous.

The bridge on Bear Street that travels over the 405 frwy to South Coast Plaza/Metro merges down from 3 lanes to 2 lanes each way,
and already causes a traffic jam backing up both ways from Paularino all the way past Shiffer Park to the South Coast Plaza/Metro shopping malls.

This site is NOT zoned for housing for a reason.

The city elected officials are supposed to make life better in Costa Mesa for its citizens. This is clearly, quite obviously doing the opposite.
thanks for your time.

Do the right thing.

Sincerely,
your Costa Mesa neighbor,
Peter L. Schuller
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Attachments:
[email protected]
Monday, July 14, 2025 9:52 AM

PLANNING INFO
3150 Bear Street - Proposed Development Project - COMMUNITY CONCERNS 3150 Bear Street - Proposed Development Project.pdf
Dear Costa Mesa Planning Commission,
The neighbors adjacent to the proposed development project at 3150 Bear Street in Cosa Mesa have many concerns, which are stated in the letter above.

I would urge you to please read our concerns and take them into consideration.

Thank you,
Denise Daunch
(714) 606-0301
900 Peace Place
Costa Mesa, CA 92626
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1 763
fS-) ThiyiHmzs
Subject: Community Concerns Regarding Proposed Development at 3150 Bear Street Dear Members of the Costa Mesa Planning Commission As residents of the neighborhoods adjacent to the proposed development at 3150 Bear Street, we respectfully submit the following concerns in advance of the July 14th Planning Commission hearing.

Speeding and Unsafe Crosswalk Placement
The proposed crosswalk just beyond the downhill slope on Bear Street presents a ma3or safety issue. Drivers frequently speed down this stretch, and Costa Mesa Police offen monitor it from Shiffer Park because of how common speeding violations are. Even with a signal, a crosswalk located just past a blind hill risks being overlooked by fast-moving traffic, posing a hazard for pedestrians
764
p-H-l
Overflow Parking into Flesidential Streets
We are also very concerned about the project's potential to create parking overflow in our surrounding neighborhoods. With limited on-site parking and the likelihood of multi-car households or visitors, spillover parking will impact Mackenzie Place, Tanana Street, and Klondike Avenue-especially since two of these streets are cul-de-sacs with limited capacity. We already face tight parking conditions, and increased usage of Shiffer Park for overflow only exacerbates this.

Additional Concerns
While we understand the city's interest in park investment, we believe the proposed budget for park improvements may fall short of what's needed to support the increased use that this development will bring. We encourage a more detailed review of that allocation to ensure it meets long-term community needs.

In Conclusion
Safety and overflow parking are our community's top concerns. We ask the Planning Commission to carefully reconsider this project's design, traffic impact analysis, and neighborhood consequences.

We respectfully request that these issues be thoroughly studied and addressed before any approval is granted.

Thank you for considering the voice of the community.

Sincerely,
[email protected]
765

PARTIDA, ANNA
From:

Sent:

To:

Subject:

Attachments:
'Pi-'r-i
Danielle Owens <[email protected]> Monday, July 14, 2025 10:08 AM

PLANNING INFO
Community Concerns Regarding Proposed Development at 3150 Bear Street CommunityLetter31 50BearStreet.pdf
Good Morning
Please find attached a letter of community letter of concern regarding the project at 3150 Bear Street.

Thank you for reading and addresses our concerns at the meeting tonight.

We look forward to the meeting.

Danielle Owens

COLDWELL BANKER O W E N S
REALTY
Danielle Owens
Realtor
Coldwell Banker Realty
84o Newport Center Drive #100
Newport Beach, CA. 92660
(949) 293-6712
CalRE#oigi4zo5
[email protected]
www.DanielleOwensRealEstate.com
1 766
\p-f!- I
Subject: Community Concerns Regarding Proposed Development at 3150 Bear Street Dear Members of the Costa Mesa Planning Commission, As residents of the neighborhoods adjacent to the proposed development at 3150 Bear Street, we respectfully submit the following concerns in advance of the July 14th Planning Commission hearing.

The proposed addition of a signal-controlled driveway raises serious concerns. With two closely spaced signals already in place near the 73 freeway ramps, a third signal nearby could worsen backups and cause driver confusion. Cars ofien block intersections or run red lights in this area due to visual alignment and signal timing. Additional delays will affect not only local residents but also the city's economic engine-South Coast Plaza-by creating greater congestion at key access points.

Speeding and Unsafe Crosswalk Placement
The proposed crosswalk just beyond the downhill slope on Bear Street presents a major safety issue. Drivers frequently speed down this stretch, and Costa Mesa Police often monitor it from Shiffer Park because of how common speeding violations are. Even with a signal, a crosswalk located just past a blind hill risks being overlooked by fast-moving traffic, posing a hazard for pedestrians.
767
Overflow Parking into Residential Streets
We are also very concerned about the project's potential to create parking overl1ow in our surrounding neighborhoods. With limited on-site parking and the likelihood of multi-car households or visitors, spillover parking will impact Mackenzie Place, Tanana Street, and Klondike Avenue-especially since two of these streets are cul-de-sacs with limited capacity. We already face tight parking conditions, and increased usage of Shiffer Park for overflow only exacerbates this.

Additional Conmms
While we understand the city's interest in park investment, we believe the proposed budget for park improvements may fall short of what's needed to support the increased use that this development will bring. We encourage a more detailed review of that allocation to ensure it meets long-term community needs.

We respectfully request that these issues be thoroughly studied and addressed before any approval is granted. Thank you for considering the voice of the community.

Sincerely,
Brendan and Danielle Owens
Rancho Mesa/Meadow Park
315 6 Klondike Ave.
[email protected] (949) 293-6712
768

PARTIDA, ANNA
From:

Sent:

To:

Subject:

Carrie Oliver <[email protected]>
Monday, July 14, 2025 11 :17 AM

PLANNING INFO
Community Concerns Regarding Proposed Development at 3150 Bear Street Dear Members of the Costa Mesa Planning Commission, As decades-long residents of the neighborhood adjacent to the proposed development at 3150 Bear Street, we respectfully submit the following concerns before the July 14th Planning Commission hearing.

Traffic Safety and Congestion: Bear Street already experiences significant congestion, particularly during peak hours, holidays, and summer weekends. The trip generation comparison in the current traffic analysis is based on prior estimated use when the building was occupied, not the current vacant condition. This results in an inaccurate baseline and may obscure the true traffic impacts. A Level of Service (LOS) analysis should be required.

Speeding and Unsafe Crosswalk Placement: The proposed crosswalk just beyond the downhill slope on Bear Street presents a major safety issue. Drivers frequently speed down this stretch, and Costa Mesa Police often monitor it from Shiffer Park because of how common speeding violations are. Even with a signal, a crosswalk located just past a blind hill risks being overlooked by fast-moving traffic, posing a hazard for pedestrians.

Overflow Parking into Residential Streets: We are also very concerned about the project's potential to create parking overflow in our surrounding neighborhoods. With limited on-site parking and the likelihood of multi-car households or visitors, spillover parking will impact Mackenzie Place, Tanana Street, and Klondike Avenue-especially since two of these streets are cul-de-sacs with limited capacity.

We already face tight parking conditions, and increased usage of Shiffer Park for overflow only exacerbates this.

Additional Concerns: While we understand the city's interest in park investment, we believe the proposed budget for park improvements may fall short of what's needed to support the increased use that this development will bring. We encourage a more detailed review of that allocation to ensure it meets long-term community needs.

In conclusion, safety and overflow parking are our community's top concerns. We ask the Planning Commission to carefully reconsider this project's design, traffic impact analysis, and neighborhood consequences.

We respectfully request that these issues be thoroughly studied and addressed before any approval is granted.
1 769
Thank you for listening to and considering the voice of the community.

Darryl and Carrie Oliver
3077 Yukon Ave
[email protected]
[email protected]
CAUTION: This email originated from outside of the 6rganization. Do not click'links or open attacentsl unless you recognize the sender and kn ow theqontent is safe, Repqrt 4nysuspicious activities to thei Information Tecbnology Departmentg
2 770

PARTIDA, ANNA
From:

Sent:

To:

Subject:

Darryl Oliver <[email protected]>
Monday, July 14, 2025 11 :50 AM

PLANNING INFO
Concerns on 3150 Bear Street Costa Mesa CA rezoning and development pans Dear Members of the Costa Mesa Planning Commission, As decades-long residents of the neighborhood adjacent to the proposed development at 3150 Bear Street, we respectfully submit the following concerns before the July 14th Planning Commission hearing.

We already face tight parking conditions, and increased usage of Shiffer Park for overflow only exacerbates this.

We respectfully request that these issues be thoroughly studied and addressed before any approval is granted.
1 771
Thank you for listening to and considering the voice of the community.

Darryl Oliver
3077 Yukon Ave
[email protected]
CAtnION: This email originated from outside of the orgaization. 'D6'not click lffiks or open ffitiachmen!s; inless'you recognize the sender and know thecontent 4s safe. Report agsuspicious activjtie,s to the :forma}ion Technology DeparttnentJ
f
2 772

PARTIDA, ANNA
From:

Sent:

To:

Subject:

Attachments:

Carrie Meldrum <[email protected]>
Monday, July 14, 2025 11 :55 AM

PLANNING INFO
Re: Proposed Development at 3150 Bear Street
CM Planning Commission Letter.pdf
p+-f-l
July 14, 2025
Subject: Community Concerns Regarding Proposed Development at 3150 Bear Street Dear Members of the Costa Mesa Planning Commission, As residents of the neighborhoods adjacent to the proposed development at 3150 Bear Street, we respectfully submit the following concerns in advance of the July 1 4th Planning Commission hearing.

Traffic Safety and Conqestion:

Bear Street already experiences significant congestion, particularly during peak hours, holidays, and summer weekends. The trip generation comparison in the current traffic analysis is based on prior estimated use when the building was occupied, not the current vacant condition. This results in an inaccurate baseline and may obscure the true traffic impacts. A Level of Service (LOS) analysis should be required.

The proposed addition of a signal-controlled driveway raises serious concerns. With two closely spaced signals already in place near the 73 freeway ramps, a third signal nearby could worsen backups and cause driver confusion. Cars offen block intersections or run red lights in this area due to visual alignment and signal timing. Additional delays will affect not only local residents but also the city's economic engine-South Coast Plaza-by creating greater congestion at key access points.

Speedinq and Unsafe Crosswalk Placement:

The proposed crosswalk just beyond the downhill slope on Bear Street presents a major safety issue. Drivers frequently speed down this stretch, and Costa Mesa Police often monitor it from Shiffer Park because of how common speeding violations are. Even with a signal, a crosswalk located just past a blind hill risk being overlooked by fast-moving traffic, posing a hazard for pedestrians.

Overflow Parkinq into Residential Streets:

We are also very concerned about the project's potential to create parking overflow in our surrounding neighborhoods. With limited on-site parking and the likelihood of multi-car households or visitors, spillover parking will impact Mackenzie Place, Tanana Street, and Klondike Avenue- especially since two of these streets are cul-de-sacs with limited capacity. We already face tight parking conditions, and increased usage of Shiffer Park for overflow only exacerbates this.
1 773
Additional Concerns:

While we understand the city's interest in park investment, we believe the proposed budget for park improvements may fall short of what's needed to support the increased use that this development will bring. We encourage a more detailed review of that allocation to ensure it meets long-term community needs.

In Conclusion, safety and overflow parking are our community's top concerns. We ask the Planning Commission to carefully reconsider this project's design, traffic impact analysis, and neighborhood consequences. We respectfully request that these issues be thoroughly studied and addressed before any approval is granted.

Thank you for considering the voice of the community.

Sincerely,
Mick and Carrie Meldrum
Rancho Mesa/Meadow Park
3118 Yukon Avenue
[email protected]
[email protected]
(714) 619-1923 Mick
(714) 856-2286 Carrie
CAUTION: This email originated from outside of the organization. Do not 'click links or open attachments:
unless you recognize the sender and la'i ow the content is safe. Report any suspicious activities to the Infor ation TechnologyDepartment.J
2 774
July 14, 2025
Subject: Community Concerns Regarding Proposed Development at 3150 Bear Street Dear Members of the Costa Mesa Planning Commission, As residents of the neighborhoods adjacent to the proposed development at 3150 Bear Street, we respectfully submit the following concerns in advance of the July 14th Planning Commission hearing.

Traffic Safety and Congestion:

Speeding and Unsafe Crosswalk Placement:

Overflow Parking into Residential Streets:

We are also very concerned about the project's potential to create parking overflow in our surrounding neighborhoods. With limited on-site parking and the likelihood of multi-car households or visitors, spillover parking will impact Mackenzie Place, Tanana Street, and Klondike Avenue-especially since two of these streets are cul-de-sacs with limited capacity. We 775
already face Ught parking conditions, and increased usage of Shiffer Park for overflow only exacerbates this.

Additional Concerns:

Thank you for considering the voice of the community.

Sincerely,
Mick and Carrie Meldrum
Rancho Mesa/Meadow Park
3118 Yukon Avenue
[email protected]
[email protected]
(714) 619-1923 Mick
(714) 856-2286 Carrie
776
DRAFT RESOLUTION NO. PC-2025-11

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

COSTA MESA RECOMMENDING THE CITY COUNCIL OF THE CITY

OF COSTA MESA ADOPT A MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM (SCH.

N0. 2025050135), RELATIVE TO GENERAL PLAN AMENDMENT FOR THE RESIDENTIAL PROJECT INCLUDING 142 0WNERSHIP
RESIDENTAIL DWELLING UNITS LOCATED AT 3150 BEAR
STREET

THE PLANNING COMMISSION OF THE CITY OF COSTA MESA, CALIFORNIA FINDS AND DECLARES AS FOLLOWS:

WHEREAS, an application was filed by Meritage Homes requesting approval of a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, General Plan Amendment, Rezone, Tentative Tract Map, Design Review, and Density Bonus to facilitate the development of a 142-unit residential common interest development project located at 31 50 Bear Street;
WHEREAS, the Planning Commission is the recommending body and the City Council is the final decision-maker for the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, General Plan Amendment, Rezone, Tentative Tract Map, Design Review, and Density Bonus;
WHEREAS, a duly-noticed public hearing was held by the Planning Commission on July 14, 2025 with all persons having the opportunity to speak for and against the proposal; WHEREAS, pursuant to the California Environmental Quality Act (CEQA), an Initial Study/Mitigated Negative Declaration (IS/MND) including the Mitigation Monitoring and Reporting Program was prepared in compliance with CEQA and the local environmental review guidelines;
WHEREAS, the Draft IS/MND was circulated for the required 30-day public review period beginning on May 1, 2025, and ending on May 31, 2025; WHEREAS, the final adoption of the IS/MND shall be considered by the City Council as the final approval authority, affer evaluation of the environmental document and all comments on the Draft IS/MND received during the public review period; ATTACHMENT 13 777
WHEREAS, written comments received from the general public, government entities, and other interested parties were responded to, where appropriate, in the manner prescribed in California Code of Regulations Section 1 5073; WHEREAS, no significant new information has been added to the IS/MND since its circulation for public comment and no changes to the proposed project have occurred which would require recirculation of the IS/MND under CEQA Guidelines Section 1 5073.5; WHEREAS, the Planning Commission has reviewed and considered the IS/MND and has found that the IS/MND adequately evaluates the environmental impacts of the proposed project, and the IS/MND is complete, adequate, and fully complies with all requirements of CEQA, the CEQA Guidelines, and the City of Costa Mesa Environmental Guidelines;
WHEREAS, the IS/MND reflects the independent judgment and analysis of the City of Costa Mesa.

NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF COSTA MESA RECOMMENDS AS FOLLOWS:

Section 1. Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program. Recommend that that that the City Council adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program attached hereto as Exhibit A and Exhibit B and incorporated herein by this reference. The Planning Commission finds that the Mitigation Monitoring and Reporting Program is designed to ensure that, during the implementation of the Project, the City and any other responsible parties implement the components of the Project and comply with the mitigation measures identified in the Mitigation Monitoring and Reporting Program. To the extent there is any conflict between the Mitigation Monitoring and Reporting Program, and the Draff IS/MND, the terms and provisions of the Mitigation Monitoring and Reporting Program shall control. 778
BE IT FURTHER RESOLVED that if any section, division, sentence, clause, phrase or portion of this resolution, or the document in the record in support of this resolution, are for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions.

PASSED AND ADOPTED this 14th day of July, 2025.

Jel arlah. Chai
Co Mesa Planning Commission
EXHIBITS:

A: Draft IS/MND
B: Final IS/MND
779

ST ATE OF CALIFORNIA )
COUNTY OF ORANGE )ss

CITYOFCOSTAMESA )
I, Carrie Tai, Secretary to the Planning Commission of the City of Costa Mesa, do hereby certify that the foregoing Resolution No. PC-2025-1 1 was passed and adopted at a regular meeting of the City of Costa Mesa Planning Commission held on July 'l 4, 2025 by the following votes:

AYES: Harlan, Andrade, Klepack, Martinez, Rojas
NOES: None
ABSENT: Zich, Dickson
ABSTAIN: None
Costa Mesa Planning Commission
Resolution No. PC-2025-1 1
780

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 25-374 Meeting Date: 8/5/2025
TITLE:

SECOND READING AND ADOPTION OF AN ORDINANCE APPROVING A REZONE TO APPLY

THE RESIDENTIAL INCENTIVE OVERLAY DISTRICT ZONING DESIGNATION TO THE PROPERTIES LOCATED AT 220, 222, 234, AND 236 VICTORIA STREET (“VICTORIA PLACE”) DEPARTMENT: ECONOMIC AND DEVELOPMENT SERVICES

DEPARTMENT/PLANNING DIVISION
PRESENTED BY: VICTOR MENDEZ, SENIOR PLANNER
CONTACT INFORMATION: VICTOR MENDEZ, 714-754-5276,
[email protected]
RECOMMENDATION:

Staff recommends the City Council give second reading to and adopt the following for the properties located at 220, 222, 234, and 236 Victoria Street:

Ordinance No. 2025-04 to approve rezone to apply the Residential Incentive Overlay District zoning designation to the project site.

Page 1 of 1 ends

781

Page 1 of 3 ends

City of Costa Mesa
Agenda Report

77 Fair Drive
Costa Mesa, CA 92626
Item #: 25-374 Meeting Date: 08/05/2025
TITLE: SECOND READING AND ADOPTION OF AN ORDINANCE APPROVING A REZONE TO

APPLY THE RESIDENTIAL INCENTI VE OVERLAY DISTRICT ZONING DESIGNATION TO THE PROPERTIES LOCATED AT 220, 222, 234, AND 236 VICTORIA STREET (“VICTORIA PLACE”)

DEPARTMENT: ECONOMIC AND DEVELOPMENT SERVICES DEPARTMENT/PLANNING

DIVISION

PRESENTED BY: VICTOR MENDEZ, SENIOR PLANNER

CONTACT INFORMATION: VICTOR MENDEZ, 714-754-5276, [email protected]

RECOMMENDATION:

Staff recommends the City Council give second reading to and adopt the following for the propert ies located at 220, 222, 234, and 236 Victoria Street:

Ordinance No. 2025-04 to approve rezone to apply the Residential Incentive Overlay District zoning designation to the project site.

APPLICANT OR AUTHORIZED AGENT:

The applicant is Bundy-Finkel Architects, on behalf of WMC, LLC.

ANALYSIS:

The project involves the development of a 40 -unit residential common interest development (RCID) located at 220, 222, 234, and 236 Victoria Street (APNs: 419 -111-20, 419-111-19, 419-111-21). The proposal includes a Tentative Tract Map to consolidate the existing parcels and subdivide the site for individual condominium ownership. The approximately 1.77 -acre site is currently developed with commercial buildings, which are proposed to be demolished and replaced with residential units. Each unit will include a ground -floor office area, a two -car garage, living quarters, and private open space The property has a General Plan land use designation of General Commercial and is zoned C2 – General Commercial Busines s District, which does not permit residential development. To accommodate the proposed use, the project includes a request for a General Plan Amendment and a Rezone to apply the Residential Incentive Overlay District (RIOD) over the existing designation an d zoning.

At its regular meeting of July 15, 2025, the City Council conducted a public hearing and received public comments for the Victoria Place project. The City Council approved by a 7-0 vote the following:

Resolution No. 2025 -29, adopting Mitigated N egative Declaration and Mitigation Monitoring and Reporting Program; Resolution No. 2025-30 approving General Plan Amendment (PGPA -24-0001), Master Plan (PMAP-24-0002), and Tentative Tract Map No. 19351. The City Council approval included 782

Item #: 25-374 Meeting Date: 08/05/2025

Page 2 of 3 ends

added project conditions related to installation of a barrier feature or wall around the Victoria Place off- site open space and enhanced architectural treatment and added design features for the street-facing elevation along Victoria Place. In addition to the above project approvals, the City Council gave first reading to and introduced Ordinance No. 2025-04.

The agenda report and video for the July 15, 2025, City Council meeting can be found at the following links:

July 15, 2025, Agenda Report:
https://costamesa.legistar.com/View.ashx?M=F&ID=14494256&GUID=D4935D60-647A-4F94-A604- 680B70C9DFF1

July 15, 2025, Meeting Video:
https://costamesa.granicus.com/player/clip/4282?view_id=14&redirect=true A total of two members of the public provided public comments at the meeting in person or via Zoom.

Written public comments submitted for the July 15, 2025 meeting can be found here:
https://costamesa.legistar.com/View.ashx?M=E3&ID=1309672&GUID=262E4699-6EB0-42EE-8D19- 73025521A86F

The proposed Ordinance included as Attachments 1 to this agenda report. If adopted by City Council, the Ordinance would become effective in 30 days.

PUBLIC NOTICE:

Pursuant to Government Code 36933, a s ummary of the proposed Ordinance was published once in the newspaper no les s than 5 days prior to the August 5 , 2025, second reading. A summary of the adopted Ordinance will be published within 15 days after the adoption.

As of this report, no additional written public comments have been received. Any additional written comments received will be forwarded under separate cover.

ALTERNATIVES CONSIDERED:

City Council may give second reading and adopt the Ordinance as proposed, modify the Ordinance, or not adopt the Ordinance. If the City Council chooses to make substantive modifications to the Ordinance after introduction, the modified Ordinance would need to be brought back at a future meeting for second reading and adoption.

FISCAL REVIEW:

The City anticipates the following fees: 1) approximately $553,160 for Park Development Impact Fees, or a rate of $ 13,829 per unit for the development of the 40 units; 2) estimated Traffic Impact Fee of $20,315; 3) an approximate Drainage Impact Fee of $31,568; The project would also require building permit fees of approximately $101,005 and building plan check fees of approximately $6,006.

LEGAL REVIEW:

The City Attorney’s Office has reviewed this report and its attachment and approves them as to form. 783

Item #: 25-374 Meeting Date: 08/05/2025

Page 3 of 3 ends

CITY COUNCIL GOALS AND PRIORITIES:

This item supports the City Council’s Goal:
 Diversify, stabilize, and increase housing to reflect community needs.

CONCLUSION:

Staff recommends that the City Council give second reading to and adopt Ordinance 2025-04. If adopted on August 5, 2025, t he Ordinance would take effect on the 30th day after adoption, which is September 4, 2025. The adoption of the proposed Ordinance would rezone the project site by applying the R esidential Incentive Overlay District zoning designation over the underlying base zoning (C -2 General Business).

784
ATTACHMENT 1
Ordinance No. 2025-04 Page 1 of 6
O
RDINANCE NO. 2025-04
AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COSTA

MESA, CALIFORNIA APPROVING REZONE TO APPLY THE

RESIDENTIAL INCENTIVE OVERLAY DISTRICT ZONING
DESIGNATION TO THE PROPERTIES LOCATED AT 220, 222, 234, AND 236 VICTORIA STREET (“VICTORIA PLACE”)
T

HE CITY COUNCIL OF THE CITY OF COSTA MESA , CALIFORNIA DOES HEREBY FIND AND DECLARE AS FOLLOWS:

WHEREAS, a General Plan Amendment, Rezone, Tentative Tract Map, and Master Plan, was filed by Bundy-Finkel Architects, on behalf of WMC, LLC, requesting approval of the following: Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, General Plan Amendment, Rezone, Master Plan, and Tentative Tract Map to facilitate the development of a 40-unit residential common interest development project located at 220, 222, 234, and 236 Victoria Street; and WHEREAS, a duly noticed public hearing was held by the Planning Commission on June 9, 2025, with all persons having the opportunity to speak for and against the proposal; and
WHEREAS, on June 9, 2025, the Planning Commission recommended denial of the proposed project with a 5-2 vote (Commissioner Dickson and Commissioner Andrade voting no);
WHEREAS, at th e June 9, 2025 meeting, the Planning Commission recommended that the City Council take the following actions:

1. Deny the Initial Study/Mitigated Negative Declaration including the Mitigation Monitoring and Reporting Program; and

2. Deny General Plan Amendment PGPA-24-0001 to modify the Land Use Element’s maps, figures, text and tables to apply a Residential Incentive Overlay District zoning designation to the subject property, as the site currently has a land use designation of General Commercial, which does not allow residential development; and

3. Deny a request to rezone the project site by applying the Residential Incentive Overlay District zoning designation to the subject project site, 785
c
urrently zoned C2 – General Business District, to facilitate the residential development while maintaining the underlying commercial zoning; and

4. Deny Master Plan PMAP-24-0002 for a 40-unit residential common interest development; and

5. Deny Tentative Tract Map No. 19351 to subdivide the properties for condominium purposes.

WHEREAS, a duly noticed public hearing was held by the City Council on July 15, 2025 with all persons having the opportunity to speak for and against the proposal; WHEREAS, on July 15, 2025 the City Council found that the project is consistent with the General Plan, Zoning Code, State Law, and all necessary findings can be made and approved the first reading by a 7-0 vote;
WHEREAS, pursuant to the California Environmental Quality Act (CEQA), an Initial Study/Mitigated Negative Declaration (IS/MND) including the Mitigation Monitoring and Reporting Program was prepared in compliance with CEQA and the local environmental review guidelines; and
WHEREAS, the Draft IS/MND was circulated for the required 30-day public review period beginning on April 1, 2025, and ending on April 30, 2025; and WHEREAS, written comments received from the general public, government entities, and other interested parties were responded to, where appropriate, in the manner prescribed in California Code of Regulations Section 15073; and WHEREAS, no significant new information has been added to the IS/MND since its circulation for public comment and no changes to the proposed project have occurred which would require recirculation of the IS/MND under CEQA Guidelines Section 15073.5; and
WHEREAS, the City Council has reviewed and considered the IS/MND and has found that the IS/MND adequately evaluates the environmental impacts of the proposed project, and the IS/MND is complete, adequate, and fully complies with all requirements of CEQA, the CEQA Guidelines, and the City of Costa Mesa Environmental Guidelines; and
WHEREAS, the IS/MND reflects the independent judgment and analysis of the City of Costa Mesa.

Ordinanc
e No. 2025-04 Page 2 of 6
786
Now, therefore, THE CITY COUNCIL OF THE CITY OF COSTA MESA HEREBY APPROVES AS FOLLOWS:

Sec tion 1: REZONE. The City of Costa Mesa Official Zoning Map is hereby amended as follows:

1. Th e proposed rezone to apply the Residential Incentive Overlay District is consistent with the General Plan as amended by General Plan Amendment PGPA-24-0001 and adopted by Resolution No. 25-30.

2. There is hereby placed and included in the Residential Incentive Overly District zoning district a 1.77-acre parcel and as shown in Exhibit 1, situated in the City of Costa Mesa, County of Orange, State of California.

3. Pursuant to the provisions of Section 13-22 of the Costa Mesa Municipal Code, the Official Zoning Map of the City of Costa Mesa is hereby amended by the change of zone described in Subsections Number 1 and Number 2. A copy of the Official Zoning Map and Zoning Code is on file in the office of the Planning Division.

Section 2. Inconsistencies . Any provision of the Costa Mesa Municipal Code or appendices thereto inconsistent with the provisions of this ordinance, to the extent of such inconsistencies and or further, is hereby repealed or modified to the extent necessary to affect the provisions of this ordinance.

Section 3. Severability. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Costa Mesa hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or portions be declared invalid or unconstitutional.

Section 4. Effective Date. This Ordinance shall take effect on the 30th day after adoption.

If adopted on August 5, 2025, the Ordinance would take effect on September 4, 2025.

Ordinance No. 2025-04 Page 3 of 6
787
Sec
tion 5. Certification. The M ayor shall sign and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted in the manner required by law.

PA
SSED AND ADOPTED this _____ day of ________, 2025
_________________________________
John Stephens, Mayor
A
TTEST: APPROVED AS TO FORM
______________________________ ________________________________ Brenda Green, City Clerk Kimberly Hall Barlow, City Attorney S

TATE OF CALIFORNIA )
COUNTY OF O RANGE ) ss

CITY OF COSTA MESA )
I,
Brenda Green, City Clerk of the City of Costa Mesa, do hereby certify that the above and foregoing is a true and correct copy of Ordinance No. 2025-04 ____ introduced at a regular meeting of the City Council of the City of Costa Mesa held on the 15 day of July, 2025, and was thereafter adopted at a regular meeting held on the _____ day of _______, 2025, by the following vote:

AYES:

COUNCIL MEMBERS:

N
OES: COUNCIL MEMBERS:

ABST
AIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Said ordinance has been published or posted pursuant to law.

Witness my hand and the official seal of the City of Costa Mesa this ____ day of _______, 2025.

Ordinance No. 2025-04 Page 4 of 6
788
Ordinance No. 2025-04 Page 5 of 6
___
____________________________
Brenda Green, City Clerk
789
Ordinance No. 2025-04 Page 6 of 6
EXH
IBIT 1
REZONE
A
mendment to the Zoning Map
A
pply the Residential Incentive Overlay District zoning designation of the 1.77-acre site at 220, 222, 234, and 236 Victoria Street, while maintaining the underlying C2 – General Business District zone
R
esidential Incentive Overlay (30 du/ac)
790

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 25-396 Meeting Date: 8/5/2025
TITLE:

RESOLUTIONS AFFIRMING THE CITY’S CORE VALUES AND SUPPORT FOR SENATE BILL 805, NO VIGILANTES ACT
DEPARTMENT: CITY MANAGER’S OFFICE
PRESENTED BY: ALMA REYES, DEPUTY CITY MANAGER

JAY BARKMAN, GOVERNMENT AFFAIRS MANAGER
CONTACT INFORMATION: SERGIO ESCOBAR, MANAGEMENT ANALYST (714) 754-5156 RECOMMENDATION:

City Council consideration of the following:

1. Adoption of Proposed Resolution No. 2025-XX affirming the City’s Core Values.

2. Adoption of Proposed Resolution No. 2025-XX supporting California Senate Bill 805 (Perez), “No Vigilantes Act.”

3. Approval of the proposed Letter of Support for SB 805, the “No Vigilantes Act.” BACKGROUND:

At the July 15 City Council Meeting, during public comment, speakers made remarks on ongoing Immigration and Customs Enforcement (ICE) activity in the region. They shared the impacts that have resulted locally. Subsequently, Councilmembers Marr and Reynolds, and Mayor Pro Tem Chavez, requested that staff bring to the August 5th Council Meeting the following items for discussion:
· Resolution affirming the City’s Core Values in response to the Federal immigration enforcement activity.
· Letter of Support for SB 805
· Direct staff to explore partnerships with community-based organizations (CBOs), including faith-based organizations (FBOs), and nongovernmental organizations (NGOs) to provide support services to impacted residents.

Additionally, Mayor Pro Tem Chavez requested that the proposed resolution reference State Senator Suzette Martinez Valladeres's letter urging the United States President to focus deportation efforts on criminals, a call on modernization of the immigration process for non-criminal undocumented immigrants and visa policies that will help build a stronger economy, secure the borders, and protect

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immigrants and visa policies that will help build a stronger economy, secure the borders, and protect communities. The letter was signed onto by Orange County State Legislators, Assemblywoman Laurie Davies and Assemblywoman Diane Dixon.

Other cities throughout the Southern California region have taken action in response to ICE activity in the area. The cities below have taken formal action by either adopting resolutions denouncing Federal immigration enforcement and/or developing assistance programs, or a combination thereof.

City of Anaheim** City of Huntington Park** City of Los Angeles** City of Santa Ana** City of Montebello** City of Culver City* City of Paramount** City of Downey** City of Pasadena*
*Agencies that have adopted formal action by resolution or executive order. **Agencies that have adopted formal action and developed assistance programs.

ANALYSIS:

Current City Efforts
In response to recent ICE operations in the region and across the Country, the City has affirmed its commitment to its Core Values of inclusivity and compassion for all members of the community it serves, regardless of immigration status. Further, efforts have been made to provide the community with information about resources and support services available to those impacted by Federal immigration enforcement.

Since January, staff have attended several community meetings and maintained an open dialogue with community-based organizations, non-governmental organizations, and community members to better understand the concerns, needs, and impacts on the community.

As part of the City’soutreach and engagement efforts, staff developed and launched the Community Resources webpage on the City’swebsite, a dedicated community webpage with information and resources. The webpage includes the following support service(s) areas:
· Emergency & Crisis Support · School Resources
· Legal Services & Representation · Workplace & Employer Guidance · Know Your Rights & Legal Education · Support Services & Advocacy · Immigration Services · Help With A Federal Agency
More recently, staff prepared Costa Mesa Cares Family Preparedness packets, which are tailored to support residents impacted by the current immigration enforcement operations. The packets contain information and preparedness resources for any emergency, and have been made available to community members and community organizations assisting those in need.

Potential Impact on Tenants
During the July 15 Council Meeting, Councilmembers raised concerns about the unintended consequences of Federal immigration enforcement on tenants. Approximately 60% of the City’s households are renter-occupied. Currently, the City receives eviction-related inquiries by email, phone, and in person and tracks “no fault” evictions, pursuant to the City’s Ordinance. Support services and assistance are voluntary to those who received lawful evictions, and the level of need is

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services and assistance are voluntary to those who received lawful evictions, and the level of need is on a case-by-case basis. At this time, information on at-fault evictions resulting from current ICE enforcement is unknown. The City does not have a mechanism in place or the capability to track at- fault evictions. Per the City’sTenant Protection Ordinance, staff tracks no-fault evictions through TESSA on a case-by-case basis only. Staff continues to explore and engage in conversations with City partners about potential opportunities to access at-fault eviction data, if available.

Exploring Partnership with Community-Based Organizations & Non-Governmental Organizations City Staff has maintained strong relationships with community-based organizations, non- governmental organizations, faith-based organizations, and community members. Through ongoing dialogue and collaboration, staff has been able to understand the concerns of immigrant communities better and assess the evolving needs of those impacted by federal immigration enforcement activities. These partnerships have proven vital in identifying service gaps, building trust, and informing the City's approach to the community.

In addition to these efforts, staff will continue working with CBOs, NGOs, and FBOs to explore and identify potential partnerships that can provide direct support services, such as legal assistance, rental assistance, case management, and emergency aid to individuals and families affected by immigration enforcement. Once formed, these partnerships will help ensure that those affected by the federal enforcement activity have access to support services and that the City can proactively respond to community needs.

Proposed Resolutions
The first proposed Resolution highlights ICE's recent federal enforcement activity within the City and surrounding areas. It expresses concern over the disruptive nature of these operations and the fear they instill in residents. It highlights reports of ICE agents using aggressive tactics such as unnecessary force, face coverings, plain clothes, unmarked vehicles, and targeting of areas previously deemed inappropriate, particularly in sensitive areas like homes, schools, workplaces, and places of worship. While acknowledging that immigration enforcement is under the sole jurisdiction of the Federal government and that the City and its Police Department do not participate in or assist with such operations, the City Council affirms its responsibility to speak out against actions that undermine public safety and community trust.

Additionally, the Resolution calls on Federal representatives to ensure that ICE agents conduct enforcement with due process, refrain from using concealed identities and force where unwarranted, and focus efforts only on individuals with criminal records. Furthermore, the resolution encourages local nonprofits, community groups, faith-based organizations, and businesses to offer time, resources, and financial support to individuals and families impacted by Federal immigration enforcement activity. The City affirms its commitment to public safety, inclusivity, and civil rights for all residents, and expresses its intent to explore and implement programs and partnerships that support the well-being of those most at risk due to Federal immigration enforcement.

The second proposed resolution focuses exclusively on support for Senate Bill 805 (SB 805), “No Vigilantes Act,” which is discussed in depth below.

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Council Policy on Legislative Positions
City Council Policy 000-8 authorizes the Mayor to execute legislative position letters on behalf of the City Council when the City’slegislative partners have acted. Those partners are identified in the policy as the National League of Cities, League of California Cities, Association of California Cities - Orange County, or the Orange County Council of Governments. Formal Council approval is required when none of the City’slegislative partners have taken a support or oppose position or when the legislative partners have taken a contradictory position. Currently, Cal Cities has taken a Watch Position on SB 805 (Perez). In accordance with City Council Policy 000-8, a Support Letter has been brought forth for the Council’s consideration.

SB 805 (Perez) Background
Senator Perez amended SB 805 on June 23, 2025, to create the “NoVigilantes Act”and address the use of face coverings and the absence of identifying information by Immigration and Customs Enforcement (ICE) when conducting enforcement activities. The bill states that recent immigration enforcement operations by ICE contribute to fear and questions for individuals to “distinguish between authorized personnel and bad actors.”
The bill expands and builds upon existing law, including SB 54 “The California Values Act”, which prohibits California law enforcement agencies from aiding in immigration enforcement. Existing law prohibits impersonating a peace officer and requires local uniformed peace officers to be clearly identified. Lastly, existing law establishes the Bail Fugitive Recovery Act, defining who is authorized to apprehend a bail fugitive.

The Senate Public Safety Committee analysis points out that federal law currently prohibits “conscripting”the states to enforce federal regulatory programs. Federal, state, or local government entities are also prohibited from restricting ICE from obtaining information regarding the citizenship or immigration status, lawful or unlawful, of any individual. Lastly, federal law currently requires immigration officers to identify themselves at the time of arrest, and as soon as it is practical and safe to do so.

In discussing SB 805 (Perez) with the Costa Mesa Police Department, it was noted that the bill partly duplicates existing law but is also seeking to have local law enforcement engage with ICE in a manner that may conflict with federal law. Costa Mesa Police Department continues to monitor and respond to calls for service, including reports of a possible kidnappings or impersonations of law enforcement officers, and takes appropriate action within the authority of the law.

SB 805 (Perez) Effects
During the Senate Public Safety Committee hearing on July 14, 2025, the bill author stated that the “lack of transparency fosters confusion, fear, and mistrust in communities across the state.” To address these concerns, SB 805 (Perez) expands the scope of existing crimes dealing with impersonation. Specifically, the bill addresses four areas:
· Expands police impersonation laws to include the use “of any other means” to defraud. · Prohibits a bail agent from using their position for the purposes of immigration enforcement. · Requires all law enforcement agency personnel operating in California to visibly display

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identification.
· Local police will be allowed to request an “alleged”law enforcement employee to present identification when there is probable cause or reasonable suspicion of a crime, or a legitimate safety concern.

The Senate Public Safety Committee analyzed the bill and raised concerns about the “likelihood of this bill surviving legal scrutiny” if challenged by the federal government. Specifically, the two provisions imposing an obligation on federal law enforcement to follow specific identification requirements and making failure to do so a misdemeanor may be construed as a violation of the Supremacy Clause.

As of July 24, 2025, the bill is supported by Orange County Supervisor Vicente Sarmiento, the cities of Culver, Los Angeles, Lynwood, Monterey Park, Paramount, Pasadena, and Santa Ana. The bill is also supported by various labor unions and community groups.

The California Police Chief Association secured amendments to exclude undercover officers from the identification requirements and remove penalties against local agencies and personnel. Since then, the California Police Chiefs Association has taken a neutral position on SB 805.

Potential Challenges with Implementation of SB 805
Based on the input received from the Costa Mesa Police Department, should SB 805 be enacted into law, it will conflict with federal law, creating expectations by the community that the Costa Mesa Police Department intervene and possibly arrest federal agents. Currently, California peace officers have the authority to arrest individuals who commit state crimes. This includes federal agents, but only in rare cases where the agent is clearly acting outside the scope of lawful federal duties and violating state law. Federal agents are protected under the Supremacy Clause of the U.S.

Constitution when acting within their official capacity.

As such, local law enforcement cannot generally arrest or interfere with a federal agent performing lawful duties, even if those actions are controversial. As discussed above, federal law requires ICE or other immigration enforcement agents to identify themselves as soon as it is practical and safe to do so. However, federal law does not specify “visible identification” requirements to the levels required by the bill. As a result, local police may not apply these standards to federal agents.

Should the City Council desire to take a position on the bill, a Letter of Support for SB 805 has been drafted for review and consideration.

ALTERNATIVES:

The City Council may:

1. Direct changes to be made to the proposed resolutions and/or letter.

2. Choose not to approve the resolutions and/or letter.

3. Adopt a “Support if Amended” position on SB 805 (Perez) to request that portions of the bill in conflict with federal law be removed to protect local law enforcement agencies and their

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personnel.

FISCAL REVIEW:

There are no fiscal impacts to the City for the approval of the recommended actions.

LEGAL REVIEW:

The City Attorney’s Office has reviewed this agenda report and resolutions and approves them as to form.

CITY COUNCIL GOALS AND PRIORITIES:

This item supports the following City Council Goal:
· Strengthen the Public’s Safety and Improve the Quality of Life CONCLUSION:

Through its continuous efforts, the City stands firmly by its Core Values of inclusivity and compassion for its diverse community and reaffirms its commitment to ensuring the delivery of essential services and public safety for all residents.

At the direction of City Council, staff has brought forward for the proposed Resolutions and position letter for SB 805, the “No Vigilantes Acts,” for consideration.

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Resol
ution No. 2025-xx Page 1 of 5
RESOLUTION NO. 2025-xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA AFFIRMING THE CITY’S CORE VALUES
THE

CITY COUNCIL OF THE CITY OF COSTA MESA HEREBY FINDS AND DECLARES AS FOLLOWS:

WHEREAS, elected officials throughout Southern California have expressed concern about recent immigration enforcement actions in their local jurisdictions by the United States Immigration and Customs Enforcement Agency ("ICE") and specifically the manner in which these actions have been carried out; and WHEREAS, the activities by ICE in Costa Mesa and nearby jurisdictions have disrupted public safety and prompted fear in the local immigrant communities, amidst reports of enforcement activities at homes, schools, places of work, places of worship, and other public areas; and
WHEREAS, there have been reports in the media and elsewhere of aggressive tactics used by ICE agents, including the use of unwarranted force, breaking windows and doors, face coverings, plain clothes attire, unmarked vehicles, other identity concealment, and arrests and detentions of citizens and permanent residents; and WHEREAS, the immigration enforcement actions and presence of large numbers of ICE agents in the region have caused fear, uncertainty, distress, and disruption among many community members; and
WHEREAS, immigration enforcement actions, particularly those conducted through broad workplace raids, have had unintended consequences in California’s key economic sectors, including agriculture, construction, hospitality, and food service, by instilling fear in the workforce, including among individuals with legal immigration status; and
WHEREAS, employers have reported labor shortages resulting from these enforcement actions, as vital workers leave industries that are already struggling to recruit and retain employees, thereby exacerbating California’s affordability crisis and negatively impacting local economies; and
Attachment 1
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Resolution No. 2025-xx Page 2 of 5

WHEREAS, the City Council of the City of Costa Mesa empathizes with and supports all community members who are feeling fear and uncertainty because of recent enforcement activities; and
WHEREAS, the City of Costa Mesa is actively working to identify services, programs, and partnerships to help protect, inform, and assist our most vulnerable residents; and
WHEREAS, while the City Council recognizes that the federal government has exclusive jurisdiction over the enforcement of immigration law, and that the City may not either assist or interfere with immigration enforcement activities, the City Council wishes to do everything within its authority to ensure that ICE activities are carried out in accordance with applicable law; and
WHEREAS, the Costa Mesa Police Department does not participate in or assist with immigration enforcement activities by ICE; and
WHEREAS, based on earlier indications by federal authorities, the expectation by local jurisdictions was that recent enforcement efforts would primarily target criminals and violent offenders and while some of this has occurred, there are also reports of uneven enforcement and detention and arrest of individuals without criminal records and/or those who are lawfully present in the United States; and WHEREAS, the City Council acknowledges the uncertainty, anxiety, and fear expressed by many members of the community in response to the increased ICE activity, and recognizes its responsibility to speak out against practices that undermine the well-being and cohesion of the City.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COSTA MESA HEREBY RESOLVES as follows:

SECTION 1. The City Council hereby finds and determines that the above recitals are true and correct and are incorporated herein.

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Resolution No. 2025-xx Page 3 of 5

SECTION 2. City staff is hereby directed to maintain and update the Costa Mesa Cares webpage on the City's website that provides links to immigration resources and services.

SECTION 3. T he City Council reminds the community that the City and its Police Department have no ability to enforce federal immigration law and that federal authorities have repeatedly admonished localities not to take any steps that would result in interference with or obstruction of ICE enforcement operations.

SECT ION 4. The City Council calls upon all nonprofit organizations, community service organizations, faith-based organizations, and business within the City of Costa Mesa to work together to contribute time, resources, and financial support to assist individuals and families impacted by the recent ICE activities.

SECTION 8. T
he City Council affirms Costa Mesa's commitment to public safety and inclusivity for all residents and calls upon all law enforcement agencies operating within the City to respect the civil rights of every individual.

SECTION 5. T he City commits to working collaboratively with community-based organizations and non-governmental organizations to identify opportunities to better support those impacted by ongoing immigration enforcement activity.

SECTION 6. C ity staff is hereby directed to send a copy of this Resolution to all elected members of Congress whose jurisdiction includes any part of the City of Costa Mesa.

SECTION 7. I
f any section, subsection, clause or phrase in this Resolution or the application thereof to any person or circumstances is for any reason held invalid, the validity of the remainder of this Resolution or the application of such provision to other persons or circumstances shall not be affected thereby. The City Council hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses, or phrases or the application thereof to any person or circumstance be held invalid.

SECTION 8. T his Resolution shall become effective upon its adoption.

SECTION 9. The City Clerk shall certify to the adoption of this resolution.

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Resolution No. 2025-xx Page 4 of 5

PASSED AND ADOPTED this ___day of _____, 2025.

_____________________________
John Stephens, Mayor

ATTEST: APPROVED AS TO FORM:

________________________ _____________________________ Brenda Green, City Clerk Kimberly Hall Barlow, City Attorney

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Resolution No. 2025-xx Page 5 of 5

THIS PAGE IS RESERVED FOR THE CITY CLERK’S OFFICE.

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF COSTA MESA )

I, BRENDA GREEN, City Clerk of the City of Costa Mesa, DO HEREBY CERTIFY that the above and foregoing is the original of Resolution No. 1 9-xx and was duly passed and adopted by the City Council of the City of Costa Mesa at a regular meeting held on the ___day of _____, 2025, by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

IN WITNESS WHEREOF, I have hereby set my hand and affixed the seal of the City of Costa Mesa this ___day of _____, 2025.

___________________________
Brenda Green, City Clerk

801
RES
OLUTION NO. 2025-xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA IN SUPPORT OF CALIFORNIA SENATE BILL 805 (PEREZ) “NO VIGILANTES ACT” THE

CITY COUNCIL OF THE CITY OF COSTA MESA HEREBY FINDS AND DECLARES AS FOLLOWS:

WHEREAS, immigrant families are facing increased threats of deportation; and immigration policy proposals of the current federal administration have caused a sense of uncertainly and fear among the City of Costa Mesa’s community; and WHEREAS, the City of Costa Mesa is comprised of approximately twenty-five (25) percent foreign-born residents; and
WHEREAS, strengthening and improving quality of life is a top priority of the Costa Mesa City Council; and
WHEREAS, community members have expressed fear and doubts as to the validity and accountability of those purporting to be immigration enforcement agents and question their conduct as being lawful and transparent; and WHEREAS, residents have expressed their fears with attending public meetings, community events, recreational facilities, or sending their children to school; and WHEREAS, Immigration and Customs Enforcement (ICE) has publicly condemned impersonations, and,
WHEREAS, the use of face coverings by ICE and lack of consistent, visible identification creates public confusion and makes it difficult for the public to distinguish between authorized law enforcement personnel and criminals; and WHEREAS, these actions undermine public trust in law enforcement, especially among vulnerable individuals, and pose a threat to public safety; and WHEREAS, Senate Bill 805 (Perez) increases transparency and accountability for law enforcement and federal agents operating in California; and WHEREAS, Senate Bill 805 (Perez) is known as the No Vigilantes Act and aims to expand police impersonation laws by:
• Requiring federal agents, including Ice agents, to visibly display identification that includes their name or badge number when performing duties;
Attachment 2
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• Strengthening laws against impersonating law enforcement or other government personnel, particularly when used to defraud others; • Restricting individuals authorized to apprehend bail fugitives by prohibiting them from using their position for immigration enforcement; and • Mandating that a person authorized to apprehend a bail fugitive must keep a defendant's immigration status confidential.

WHEREAS, the City of Costa Mesa is in full support of legislative efforts to pass SB 805 and is committed to do everything in its power to effectuate the proposed legal standards and protection to protect our communities and families.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COSTA MESA HEREBY RESOLVES its support for Senate Bill 805 (Perez), the No Vigilantes Act, which aims to address the use of face coverings and the absence of identifying information by Immigration and Customs Enforcement (ICE) when conducting enforcement activities.

PASSED AND ADOPTED this ___day of _____, 2025.

_____________________________
John Stephens, Mayor

ATTEST: APPROVED AS TO FORM:

________________________ _____________________________ Brenda Green, City Clerk Kimberly Hall Barlow, City Attorney

803

THIS PAGE IS RESERVED FOR THE CITY CLERK’S OFFICE.

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF COSTA MESA )

I, BRENDA GREEN, City Clerk of the City of Costa Mesa, DO HEREBY CERTIFY that the above and foregoing is the original of Resolution No. 19-xx and was duly passed and adopted by the City Council of the City of Costa Mesa at a regular meeting held on the ___day of _____, 2025, by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

IN WITNESS WHEREOF, I have hereby set my hand and affixed the seal of the City of Costa Mesa this ___day of _____, 2025.

___________________________
Brenda Green, City Clerk

804

CITY OF COSTA MESA
77 Fair Drive | P.O. Box 1200, Costa Mesa | California 92628- 1200 Phone 714.754.5285 | Fax 714.754.5330 | www.costamesaca.gov From the Office of the City Council
August 5, 2025
T
he Honorable Sasha Renée Pérez
California State Senator
1021 O Street, Room 6720
Sacramento, CA 95814
R
e: Senate Bill 805 (Pérez): Crimes. (Amended – 7/18/2025) City of Costa Mesa – Notice of Support
D
ear Senator Pérez,
O
n behalf of the City of Costa Mesa, I am writing to express our support for Senate Bill 805, the No Vigilantes Act. This important legislation encourages community -conscious public safety by protecting communities against the impersonation of law enforcement officers and other public safety personnel.

A
s detailed in the Senate Public Safety Committee’s analysis of the bill, recent incidents across California and other states include incidents of impersonators engaging in behavior ranging from harassment to serious criminal acts such as kidnapping and sexual assault. These actions sow distrust in public institutions and threaten the safety of our residents, particularly those in vulnerable communities. The bill’s prohibition against impersonation, especially through deceptive means or with intent to defraud, is a critical and necessary step forward.

T
he City of Costa Mesa strongly supports SB 805’s intent to address the alarming rise in law enforcement impersonation, which puts vulnerable populations at heightened risk. City of Costa Mesa residents have expressed their concerns and fears of being subject to false imprisonment when attending public events, parks, or community facilities. This has become evident over the recent months in the declining numbers of attendees at some of our most popular community events. City residents and business have expressed their desire that the focus of immigration enforcement should be on serious and violent criminals and not legitimate workers or employment sites.

W
hile the City acknowledges the bill’s provision requiring on- duty law enforcement officers to display identification, we note that this requirement is already a standard practice under most existing law enforcement agency protocols.

Attachment 3
805

MAYOR COUNCIL MEMBER COUNCIL MEMBER COUNCIL MEMBER MAYOR PRO TEM COUNCIL MEMBER COUNCIL MEMBER John Stephens Mike Buley Loren Gameros Andrea Marr Manuel Chavez Arlis Reynolds Jeff Pettis District 1 District 2 District 3 District 4 District 5 District 6 SB 805 also wisely places limitations on bail fugitive recovery agents, ensuring they are not misused for immigration enforcement purposes, and protects defendants’ immigration status confidentiality.

The City of Costa Mesa stands firmly by its core values of inclusivity and compassion for its diverse population while ensuring the public’s safety. For these reasons, the City of Costa Mesa is pleased to support SB 805.

Sincerely,

John Stephens
Mayor
City of Costa Mesa
806

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 25-354 Meeting Date: 8/5/2025
TITLE:

PROFESSIONAL SERVICE AGREEMENT FOR THE ACQUISITION OF A NEW ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM.

DEPARTMENT: FINANCE DEPARTMENT AND INFORMATION TECHNOLOGY DEPARTMENT PRESENTED BY: CAROL MOLINA, FINANCE DIRECTOR AND STEVE ELY, INFORMATION

TECHNOLOGY DIRECTOR
CONTACT INFORMATION: CAROL MOLINA, FINANCE DIRECTOR, (714) 754-5243, AND STEVE ELY, INFORMATION TECHNOLOGY DIRECTOR, (714) 754-5154
RECOMMENDATION:

Staff recommends the City Council:

1. Approve and authorize the Master Services Agreement and Statement of Work, to Denovo Ventures, LLC, for Oracle ERP implementation services for $2.9 million, for a five-year term, effective August 5, 2025 - August 4, 2030; a Managed Services Service Order for a Managed Services Post Go-Live for $0.2 million per term, with an additional term; if needed.

2. Approve and authorize the Ordering Document with Denovo Ventures, LLC for Oracle Cloud ERP subscription licensing, $285,000 annually per year, for $1.4 million, for a five-year term, effective August 5, 2025 - August 4, 2030, with option two (2) one-year renewals.

3. Approve and authorize the Cloud Services Agreement with Oracle America, Inc.

4. Authorize a ten percent (10%) contingency in the amount of $310,000 for unforeseen costs related to the project.

5. Authorize the Interim City Manager and the City Clerk to execute the PSA and within budget limits any future amendments to the agreement.

BACKGROUND:

A core objective of the City Council’sStrategic Plan is to achieve long-term fiscal sustainability while preserving and improving the condition of city-owned facilities, equipment, and technology systems.

To advance this goal, the City adopted an Information Technology Strategic Plan (ITSP), which outlines key priorities to modernize operations, improve service delivery, and foster innovation across departments. The ITSP includes targeted initiatives that address immediate business needs and replace aging software and infrastructure. Among these, the implementation of a modern Enterprise Resource Planning (ERP) system stands out as a critical project. The City’scurrent financial, human resources, and payroll systems are antiquated, resulting in administrative manual processes.

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resources, and payroll systems are antiquated, resulting in administrative manual processes.

Migrating to a unified ERP will enhance efficiency, reduce costs, and improve fiscal transparency, all while aligning with broader modernization goals and ensuring long-term operational viability.

The City’scurrent Enterprise Resource Planning (ERP), PeopleSoft, version 7.51 (for Financials) and

8.8 (for Human Resources/Payroll) software system is a hosted, on-premise legacy software solution that, unfortunately, is no longer supported by PeopleSoft due to its age. The software system was implemented 28 years ago and manages a wide variety of day-to-day operational tasks for the Finance Department and Human Resources Division. An ERP is an integrated software system that helps the organization automate and manage core business processes for optimal performance. An ERP solution is the pillar financial information system used to record and manage all financial transactions and minimize risk by automating financial controls and ensuring compliance with local, state, and federal requirements, government accounting, audit-related standards and reporting, and best financial practices and controls. An integrated ERP system provides a comprehensive solution used across multiple City functions, including but not limited to the general ledger, budget, payroll, accounts receivable, accounts payable, cash management, procurement, contract management, project and grant accounting, financial reporting, and human resources management.

PeopleSoft has provided the basic functionality for the past 28 years for both Finance and Human Resources; however, City staff must supplement the lack of key features, functions, and reporting capabilities with standalone applications and custom programming. City staff has adopted customized and complex reports throughout the years that staff has had to create offline and manually update. This has been a challenge, especially with the implementation of constant new reporting requirements. As technology advances and new legal requirements, such as new General Accounting Standards Board (GASB) pronouncements, Generally Accepted Accounting Principles (GAAP) updates, etc., staff has had to create manual processes to ensure compliance. The City’s third-party-software integrations with the current ERP system have been limited, difficult and at times unavailable.

The City has identified the critical need for a new ERP system and has developed key objectives for the project:
· Implementation of an Enterprise Resources Planning (ERP) solution to replace functionality provided by current legacy information systems.
· Enhance operational effectiveness by providing timely, accurate and complete information available to residents, the City Council, City Manager and staff. · Increase productivity by eliminating redundancy and unnecessary tasks. · Improve management and public policy decision making by increasing the ability to analyze data.
· Utilize and manage technology in a cost-effective manner. · Reduction of the use of multiple platforms, spreadsheets through the implementation of a single, comprehensive, and integrated solution
· Enhance cross-departmental collaboration through the use of information technology and

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enhanced business processes.
· Implementation of best business practices to include the streamlining and automation of standard business transactions, enhanced processing, and online capabilities. · Implementation of enhanced features and functionality to support increased automation and operational efficiencies (i.e., workflow, self-service, document-imaging, accounts receivable, cashiering, refunds, grant management, etc.)
· Improve the availability of financial, human resources and payroll data. · Reduce the extent of custom modifications to the City’s application portfolio.

Furthermore, the City entered into a Professional Services Agreement (PSA) with ThirdWave Corporation to conduct an analysis of the City’s business process to identify the functional requirements for a new ERP system and ensure a streamlined implementation process. This analysis laid the foundation for the development of a Request for Proposal (RFP), (Attachment 1).

ANALYSIS:

The selection of an ERP system required an extended timeline due to the complexity and significance of this critical infrastructure investment. City staff engaged in a thorough evaluation of functional requirements, obtained key stakeholder input, reviewed integration needs, and ensured long-term sustainability. Multiple systems were carefully reviewed to ensure alignment with Departmental workflows and financial oversight objectives. Given the scale and impact of the system, staff undertook a detailed review to ensure the chosen platform could meet operational needs across all City departments. Coordinating input from potential vendors to ensure value, integration capabilities, and contract terms added further complexity. These steps were essential in order to secure a long-term solution tailored to the City’s strategic goals. This deliberate approach was essential to selecting a solution that will serve the City’sfinancial management and reporting needs for years to come.

Procurement Approach
The City’sevaluation and selection process was handled in accordance with Chapter V, Article 2 of the City’sMunicipal Code. On February 14, 2024, the City issued Request for Proposal (RFP) No. 24 -07, for a new Enterprise Resource Planning (ERP) & Professional Implementation Services via the PlanetBids platform.

The City created a cross-departmental evaluation team, which consisted of staff from all departments. The ERP system was spearheaded by the Finance Department with strong support from the Information Technology Department. The proposals were evaluated based on detailed RFP specifications, software solution functionality and architecture, qualifications of the firm, implementation methodology, project team experience and cost proposal. The top three vendors were invited for software demonstrations.

Each vendor presented their systems’functionality in the following areas: accounts payable, accounts receivable, cash receipts, project accounting, grant management, budget, financial reporting, fixed assets, purchasing, requisition, contract management, human resources (HR) and personnel management, benefit administration, time and attendance timesheets, payroll, technical

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requirements, and approach to implementation application interface and data conversion.

The City received four bids to its request for proposal. The table below is the top three vendors that provided an extensive well-qualified ERP solution.

Denovo Ventures, LLC
Denovo Ventures, LLC, submitted their proposal in a timely manner and met all compliance requirements of the RFP specifications. The Company submitted all required documentation that was listed in the RFP. Denovo is a Certified Authorized Reseller and Certified Implementation Partner for Oracle ERP Solutions. They are also a Certified Managed Services Provider, a status that is only achieved by a select few.

The submitted proposal by Denovo demonstrated a thorough understanding of the project, including Denovo’s outstanding customer service that they have demonstrated over 20 years. Their compelling response to the RFP exhibited the team’sexperience when working with public sector communities. Denovo successfully completed over 850 projects; extensive references of municipal government customers, public agencies customers, and County Government customers. Some of Denovo’s experience includes over 60 cities (United States and Canada), 75+ Public Agency costumers, and 60+ County Government Customers. Moreover, the Denovo-proposed Oracle solution is being leveraged by local agencies that include the City of Bakersfield, County of Orange, and most recently by the City of Santa Ana.

Denovo has proposed the Oracle Cloud ERP Oracle Software Solution for the City of Costa Mesa and will be the project implementers of the Oracle solution. The Oracle Fusion Applications are hosted, managed, and secured by Oracle’s own Infrastructure and Software-as-a-Service (SaaS) solution, and is configurable by customers. The Oracle Cloud (SaaS) delivers a second-generation, modern cloud for today’s modern local government - personalized, connected, and secure. The software application is expected to meet over 90% of the City’s 500+ functional and technical requirements. The software solution will allow the City to implement key efficiencies and enhancements in general accounting, accounts payable, accounts receivable, purchasing, budget and human resources. Additionally, it will eliminate redundancies and manual tasks and introduce best practices in key financial and human resources processes.

The selected ERP system is designed to integrate with the City’sexisting 22 business applications to enhance data sharing, operational efficiency, and cross-platform functionality. The ERP system represents a shift toward a fully integrated, enterprise-wide platform that decentralizes operational functions while maintaining centralized oversight and governance. By equipping individual departments with direct access to core business processes - such as procurement, budgeting, reporting, and asset management - the system promotes autonomy, accountability, and real-time decision-making. This architecture ensures that all departments operate within a unified framework, streamlining workflows while enhancing cross-functional collaboration. This system will expand to all departments and across all City locations.

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Additionally, cybersecurity was a critical consideration in the ERP selection and implementation process. The selected system incorporates multi-layered security features, including role-based access controls, data encryption, user authentication protocols, and audit logging to safeguard sensitive municipal data. Finance staff worked closely with the City’s Information Technology Department and the vendor to ensure compliance with cybersecurity best practices and regulatory standards. Ongoing monitoring and period security assessments will be conducted to proactively manage risks and protect against evolving cyber threats.

Denovo will follow a methodology that will allow the City to leverage the application to its full potential. At each stage, the project will be evaluated against the required criteria before progressing to the next stage. This will provide the City the ability to manage risk, and improve decision-making to increase the successful project completion as the project progresses.

Denovo will provide a project team with Public Sector expertise that the City will be able to leverage in implementation of the new system as well as the improvement of business processes to modernize and leverage the new system to its maximum potential. The Denovo Project Management team will consist of a Project Manager, Enterprise solution architect, and consultant leads on the various implemented modules in both the financial and human resources areas. The Denovo Project Manager will work along-side the City’sFinance Manager and Information Technology Manager to ensure the project stays on schedule and implements the City’sbusiness models and interfaces with the multitude of other technological systems efficiently. The City’stechnical leads will collaboratively work with Denovo’s technical team to ensure the City’s technical requirements are successfully implemented.

Cost Overview
The cost of the proposal includes project implementation services, subscription software fees and managed services post go-live. The cost of the project implementation services is estimated at $2.9 million. This includes both phase I and II for the project.

The cost of the annual subscription is $285,000 for years 1 through 5, for a total of $1.4 million. This annual subscription is available for an additional two years (Years 6 and 7) and will be subject to a 4% annual increase. The annual subscription of the SaaS allows the City to access and leverage the application and underlying infrastructure throughout the implementation, provides the on-going support and maintenance for the system to include application updates on a quarterly basis, at a minimum. The on-going support is provided from Oracle on a 24/7 basis. A managed services contract in the amount of $195,000 to provide direct support from Denovo following the Go-Live of Phase I of the project. The City has the option to add a second term of managed services for the same flat amount, if needed.

After careful review and evaluation of the proposals, interviews, as well as confirming references, staff find Denovo the most qualified to complete the City’sERP implementation for a single integrated solution. Denovo has a thorough understanding of the scope of work and the prioritizing of the City’s efforts to obtain an enterprise system that has the flexibility, reliability, redundancy, and capability to meet current and future business functions into a single computing environment.

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Implementation Approach
The ERP project is scheduled to kick off August/September 2025 upon City Council adoption. Due to the complexity of data migration, required Financial and Human Resources processes with other technical systems in this project will be managed in two phases: Finance modules followed by Human Resources/Payroll modules. This will serve to prioritize the application software most needed and reduce the risk of failure, e.g., budget change orders, schedule of overruns, or lack of end user acceptance. Deployment will include software installation and configuration, testing, staff training, report development, at least ten years of data migration, systems interface development and technical support after system cutover.

Overall, the project will consist of implementing the following Oracle Fusion products:
· Financials and Project Management: Financials, Project Financials, Financial Report Center, Transactional Business Intelligence (OTBI), Applications Extensibility Framework · ERP Self Service: Reporting Access, Transactions and Workflows · Procurement Service: Purchasing, Supplier Portal, Procurement Contracts · Procurement Self Service: Catalog Superstore, Catalog Management, Configurable approvals · Supply Chain Execution Cloud Service: Inventory Management, Cost Accounting · Document Recognition Service: Automated Invoice Processing · Human Capital Management: Core HR, Onboarding, Benefits, Absence Management, Workforce Directory Management
· Human Resources Help Desk: HR Inquiries
· Human Capital Management Human Resources (HCM HR) Platform for benefits · Payroll Process: Payroll Processing, Compliance and Reporting, Automated Tax Filing · Time and Labor: Time Reporting and Management, Rule-Based Time Recording · Budget: Position and Capital Budgeting
The implementation of the ERP system requires a significant investment of time, resources, and dedicated focus to ensure its successful deployment. The City will have a core project team dedicated to the project to include the Finance Manager and Information Technology Manager as leads to this project. The core team will also be staffed by functional leads from each key department (Finance, Human Resources, Information Technology). As the project progresses, end users from all other departments will participate as business processes are evaluated and as best practices are implemented. The project scope will also include data conversion of the City’scurrent ERP system and multiple application interface developments.

ALTERNATIVES:

The City Council may choose not to approve the agreements with Denovo and Oracle. However, it could result in an unsupported financial system that will compromise the City of Costa Mesa’s

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financial ability to operate efficiently.

FISCAL REVIEW:

The funding for the project is available in the Fiscal Year 2025-26 Information Technology Replacement Fund (Fund 603) as per the adopted Information Technology Strategic Plan. The funding includes the proposed agreements with Denovo Ventures: for the project implementation services of $2.9 million for Phases 1 and 2; Managed Services Contract of $0.2 million; and Oracle Cloud ERP annual subscription of $285,000 (totaling $1.4 million over the course of five years). The proposed Cloud Services Agreement provides the subscription licensing with Oracle America, Inc. that is being purchased through Denovo Ventures, LLC. If needed, the two one-year renewals option will be proposed through the new five-year Information Technology Strategic Plan currently being prepared.

LEGAL REVIEW:

The City Attorney’sOffice has reviewed this report, the proposed Master Services Agreement (MSA), Ordering Document, Managed Services Service Order, and Statement of Work for Denovo Ventures, LLC and Cloud Services Agreement with Oracle America, Inc. (Attachment 1 through 5) and approves them as to form.

CITY COUNCIL GOALS AND PRIORITIES:

This item supports the City Council Goals:
· Maintain and Enhance the City’s Facilities, Equipment and Technology. · Achieve Long-Term Fiscal Sustainability.

CONCLUSION:

Staff recommends the City Council:

3. Approve and authorize the Cloud Services Agreement with Oracle America, Inc.

4. Authorize a ten percent (10%) contingency in the amount of $310,000 for unforeseen costs related to the project.

5. Authorize the Interim City Manager and the City Clerk to execute the PSA and within budget limits any future amendments to the agreement.

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Denovo Ventures, LLC. Master Services Agreement 1
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MASTER SERVICES AGREEMENT

This Master Services Agreement (“MSA”), dated as of the 5th day of August 2025 (“Effective Date”) is by and between Denovo Ventures, LLC, a Colorado limited liability company (“Denovo”) and C ity of Costa Mesa, CA (“Customer” or “Client” ) a California Municipal Corporation (each a “Party” and together the “Parties”).

Customer desires to engage Denovo to provide certain products and services, and Denovo desires to provide such products and services, pursuant to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the recitals and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this MSA agree as follows:

1. Construction. This MSA sets forth the general terms and conditions of the Agreement. For each Service Denovo provides, there is a Service Order (“SO”) or Statement of Work (“SOW”) that sets forth more specifically the Services and Service Levels Denovo will provide the Customer. If the Customer requests any Services that require a software product license or purchase (whether from a third party or from Denovo), in addition to an SO or SOW, Denovo will provide a separate Order Document (“OD”) and any applicable licens e or other agreements to be executed by the Customer. Each SO or SOW, combined with any applicable Change Orders and the MSA, shall constitute an independent contract, provided, however, that a default under any SO , SOW or Order Document shall constitute a default under all other outstanding SOs, SOWs, ODs, or other agreements executed between Denovo and Customer. Notwithstanding the foregoing, any ODs, as well as any license agreements and related documents executed in connection therewith, apply exclusi vely to the software and other products therein and shall not be part of this Agreement. To the extent there are inconsistencies between the MSA and the SO or SOW, the SO or SOW will govern and control over the MSA. The headings shall be disregarded in construing or interpreting the Agreement.

2. Definitions. Capitalized terms not otherwise defined herein or in the applicable SO , SOW or Change Order shall be defined as follows:

a. AAA. American Arbitration Association.

b. Aggregated Data. Any aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records in the Services, the number and types of transactions, configurations, and reports processed in the Services and the performance results for the Services.

c. Agreement. Each SO or SOW, applicable Change Order , and other documents executed pursuant to the MSA, combined with the MSA.

d. Audit. The access and audit of Denovo’s records, facilities, and locations in which Denovo performs Cloud Services for Customer, Denovo equipment, Denovo software and supporting documentation of Denovo and its subcontractors.

e. Change. The addition, subtraction, or change to any Services related to the Agreement; a change that results in increased or reduced Fees for applicable Services; changes to the Service Levels; or any other change to the Agreement.

f. Change Order (“CO”). A fully executed Change Order Request form that details the Change agreed to by the Parties.

g. Change Order Request. A formal request submitted by one Party to the other for a Change to the Agreement.

h. Connectivity. Customer is responsible for providing communication connectivity from Customer’s network to the cloud services provided by Denovo.

i. Customer Applications. All software programs, including any source code for such programs, that the Customer or the Customer’s designated affiliates provide in connection with the Agreement.

ATTACHMENT 1
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j. Customer Care Portal. A web-based service that allows Customers to report problems, request information, and view system metrics.

k. Customer Data. Customer’s Confidential Information and all text, files, images, graphics, information, data, illustrations, personal data, video, audio, photographs, and other content and material in any format, provided or uploaded by the Customer in connection with the Agreement (but not including Work Product, Denovo Intellectual Property, or any material provided by Denovo to Customer and later provided or uploaded by Customer).

l. Confidential Information. Any proprietary information or data (including the terms of the Agreement), internal business information including, without limitation, business plans, strategies, goals, financial statements, business methods and procedures, services provided, contract ual arrangements, Customer and customer lists, work product, contact information, Trade Secrets (as defined below), and any other information designated as confidential by either Party.

m. Data Center Network. The portion of the Denovo network extending from the outbound port on the Customer edge device to the outbound port of the data center border router and includes Denovo managed switches, routers, and cabling.

n. Denovo Intellectual Property. All Intellectual Property that was developed by Denovo or on Denovo's behalf prior to performance of, or independent of, the Agreement or that is generally applicable to or useable by any of Denovo's other customers or for its business in general regardless of when developed, or that Denovo may, in connection with the performance of Services hereunder, employ, provide, modify, create, or acquire or otherwise obtain rights in. As used herein, "Intellectual Property" means all concepts, ideas, recommendations, methods, methodologies, procedures, processes, know- how and techniques, templates, programs, trademarks and service marks, Trade Secrets, copyrights, patents, software, inventions, discoveries, software, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, development tools (including without limitation general purpose consulting and software tools), utilities and routines, logic, integrations, coherence and methods of operation of systems, and all other intellectual property and improvements to any of the foregoing .

o. Disaster. Any unplanned event or condition that renders Customer unable to use, for its intended computer processing and related business purposes, the Denovo Services, reasonably projected by both Customer and Denovo to last more than four (4) consecutive hours.

p. Disaster Declaration Notice. The notice which the Customer is to provide to Denovo upon the occurrence of a Disaster requesting access to and use the Service set forth herein of this Statement of Work. Any verbal declaration must be followed by written or email notice within twenty four (24) hours of the Disaster Declaration Notice.

q. Dispute. Any dispute, claim or controversy arising out of or relating to the negotiation, execution, and performance of the Agreement, including without limitation any alleged contractual, statutory, or tort claims, regardless of whether such claims are brought a t law or in equity, and any dispute regarding the arbitrability of such issues as set forth in the Dispute Resolution section below.

r. Effective Date. The date the MSA, SO, SOW, OD, or CO is executed and goes into effect.

s. Expenses. Reasonable out -of-pocket expenses that Denovo incurs in connection with the Services, including, without limitation, all reasonable travel, meal, lodging, and mileage expenses.

t. Fees or Charges. Any fees or charges for the Services or products described in the Agreement.

u. Incident. An unplanned interruption or reduction in the quality of Services which is classified according to the severity levels set forth in the SO or SOW.

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v. Infringement Claim. Third party claims against the Customer that any Work Product or Denovo Intellectual Property infringes a presently existing United States copyright, patent or trademark or constitutes misappropriation of unlawful disclosure or use of a third party’s tra de secrets under United States law.

w. Initial Term. The period from the Effective Date through the duration of the initial MSA , SO or SOW.

x. Late Charge. one- and one-half percent (1.5%) of amount due, per month.

y. Law. Any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction of or by any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign, or international.

z. Order Document (“OD”). An agreement between Denovo and the Customer that describes the specific software and other products that Customer will license or purchase from Denovo or a third party, as well as related terms and conditions. Each Order Document, as well as any license or other agreement executed in connection therewith, is separate from any SO or SOW provided by Denovo and this Agreement.

aa. Patches. All patches, bug fixes, updates, maintenance, and service packs necessary for the function and security of the Services.

bb. Planned Maintenance. Total minutes of planned maintenance in the month.

cc. Quarterly Period. A three (3) month period with the first period beginning on the first (1 st) day of the month after
the Effective Date of the Service and ending on the last day of the third (3rd) month. Unless the Termination Date is less than three (3) months, subsequent periods will have a duration of three (3) months.

dd. Service or Services. Generally, all of the services Denovo agrees to provide Customer as set forth in any applicable SO, SOW, or CO.

ee. Service Availability. The various specifics of services availability including, without limitation, uptime objectives and downtime credits, as more fully described herein.

ff. Service Levels. The service levels, if any, that Denovo will adhere to as set forth in the applicable SO or SOW.

gg. Service Level Credits. Credits to the Customer account for material failure to meet Service Level Objectives.

hh. Service Level Objectives. All the service level standards as defined in the SO or SOW that pertains to the Services.

ii. Service Order or SO . A document that sets forth more specifically the Services, Service Levels Denovo will provide the Customer, a schedule of Fees and Charges, as well as any further terms and conditions that may apply to the Services Denovo will provide the Customer.

jj. Statement of Work or SOW . A statement of work that sets forth more specifically the Services, Service Levels Denovo will provide the Client, a schedule of Fees and Charges, as well as any further terms and conditions that may apply to the Services Denovo will provide the Client

kk. Successive Term. The time the MSA, SO or SOW renews for as defined herein after the Initial Term.

ll. Term. The Initial Term and all Successive Terms.

mm. Termination Date. The date on which the Agreement is terminated or expires pursuant to the terms of the Agreement.

nn. Trade Secrets. Trade secrets as defined under C.R.S. § 7 -74-102, including, without limitation, various computer systems and programs, techniques, developments, improvements, inventions, and processes that are, or may be, produced in the course of the applicable Party’s operations, including any other information not generally known 816

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concerning such Party or its operations, including products, suppliers, markets, sales, internal costs, costs, margins, profits, Customer needs and lists, and the pricing information made available in the Agreement or other information acquired, disclosed, or made known to employees or agents while in the employ of such Party, which, if used or disclosed by a party other than such Party, could adversely affect such Party’s business or give competitors an advantage.

oo. Unplanned Downtime. Any time the Service is unavailable as measured by an automated probe (script) that will poll the Service, but does not include any time during which the Services or any Services component are not available due to (A) A failure or degradation of performance or malfunction resulting from scripts, data, applications, equipment, infrastructure, software, penetration testing, performance testing, or monitoring agents directed, provided or performed by Customer; (B) Planned outages scheduled or announced maintenance or maintenance windows, or outages initiated by Denovo at the request or direction of Customer for maintenance, activation of configurations, backups or other purposes that require the service to be temporarily taken offline; (C) Outages occurring as a result of any actions or omissions taken by Denovo at the request or direction of Customer; (D) Outages resulting from Customer equipment, or third party equipment not within the sole control of Denovo; (E) Outages due to system admi nistration, commands, or file transfers performed by Customer users or representatives; (F) Inability to access the Services or outages caused by Customer's conduct, including negligence or breach of Customer material obligations under the Agreement, or by other circumstances outside of Denovo's control; (G) Lack of availability or untimely response time of Customer to respond to incidents that require Customer participation for source identification and/or resolution, including meeting Customer responsibilities for any Services; or (H) Outages caused by failures or fluctuations in electrical, connectivity, network or telecommunications equipment or lines due to Customer conduct.

pp. Work Product. Any Intellectual Property, software modifications, enhancements and/or interfaces, together with related specifications, design documents, flow charts, documentation, training manuals, reports, and other tangible work product specifically developed by Denovo for the Customer in accordance with the Agreement, but not including Denovo Intellectual Property.

3. Services. Denovo shall provide the Services to Customer as set forth in the applicable SO or SOW on the terms and conditions set forth in the Agreement. The Services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, the Customer. The Services are exclusively for the use of the Customer and any of its employees or authorized users in accordance with the terms of the Agreement and may not be used by subsidiaries or other affiliates of the Customer unless specifically permitted by the Agreement. To the extent that the Services require the provision of third- party software or support, the Services shall be subject to the terms of Deno vo's agreement with such third-party provider as well as Customer’s agreement with such third -party provider and Denovo shall have no liability with respect to such third-party software or support, or with respect to Customer’s agreement with such third -party provider, except as otherwise specifically stated in the Agreement.

4. Payment.

a. Fees and Expenses. Each SO or SOW shall set forth the Fees that are to be paid to Denovo. In addition, each SO shall set forth the Expenses (or types of Expenses to the extent the amount of such Expenses aren't known) that are to be reimbursed by Customer in accordance with Denovo’s standard travel and expense policies. Customer shall deposit with Denovo an amount equal to ten percent (10%) of the applicable Fees and Expenses (or the estimated Fees and Expenses if the actual amount is not yet determined) for each SO or SOW upon execution of the applicable SO or SOW. Such amounts shall be applied towards the total Fees and Expense by reducing the final payment(s) owed by Customer by the amount of such deposit.

b. Invoices. Denovo will provide Customer with an invoice pursuant to the schedule set forth in the SO or SOW, but not less often than monthly. Each invoice shall set forth the Fees and Expenses owed to Denovo in reasonable detail, the SO or SOW reference numbers, the cost of any products that are not included in a separate Order Document and, when applicable, the number of hours spent by Denovo personnel in providing the Services during the period invoiced and any accrued Late Charges. For Serv ices that ar e invoiced on a regular reoccurring basis (for example, for Services that require a monthly fee), Denovo reserves the right, in its sole discretion, to prorate the initial payment(s) in order to ensure that Customer is subsequently billed on Denovo’s regular billing cycle for 817

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such Services and to invoice such Services in advance. If invoiced items are disputed, Customer must notify Denovo within fifteen (15) City Hall Business days of invoice receipt . If notice of dispute is not received within fifteen (15) days of invoice receipt , all items therein are deemed undisputed. Payment terms for all undisputed invoices or individual invoice items are net thirty (30) days from the date of invoice unless otherwise stated in the applicable SO or SOW.

c. Method of Payment. Unless otherwise agreed to in writing by both Parties, all amounts to be paid to Denovo under the Agreement shall be paid in U.S. dollars and may be made using electronic or automated clearing house (ACH), automatic bill pay mechanisms, or by federal wire transfer to the account or accounts designated in the applicable invoice. If no such account is designated in an invoice, payment should be made to the account below:

Denovo Ventures, LLC
ACH/Wire:

First Citizens Bank
ABA/Routing: 053100300
Account: 1822000629
Beneficiary FCB Customer Account Name: Denovo Ventures, LLC For international wire instructions please contact AR@Denovo -us.com

d. Finance Charges. If Denovo does not receive payment for invoices within thirty (30) days of the invoice date, the Late Charge shall accrue. Such Late Charge will be added to the following invoice and shall be due and payable immediately upon receipt of such invoice.

e. Taxes. Except for federal, state or local income taxes solely based on the income earned by Denovo, the Customer shall be responsible for all taxes in connection with the Agreement including any sales, use, excise, value -added, services, consumption and other taxes and duties assessed on the provision of Services, products or materials by Denovo to the Customer, on Denovo’s charges to the Customer under the Agreement, and on any goods or services used or consumed by either Party in connection with the prov ision of Services under the Agreement.

5. Term and Termination.

a. Term. The Initial Term of this MSA is five (5) years following the Effective Date. This MSA will renew, automatically for successive one (1) year terms, unless a party provides written notice of non -renewal at least sixty (60) days before the end of the current Term. Such notice of non-renewal will become effective on the date an Initial Term or Successive Term expires. Notwithstanding the MSA shall not terminate while any SO, SOW, OD, or CO remains in effect.

b. Termination for Cause by Either Party. In addition to any termination rights set forth in an SO or SOW regarding termination of such SO or SOW, either Party may terminate the Agreement (and all SO’s, SOW’s, OD’s and other agreements between Customer and Denovo) for the other Party’s material breach of the Agreement after giving at least thirty (30) days prior written notice identifying specifically the basis for such notice and referring to this Section of this MSA unless the breaching Party cures such breach within such thirty (30)-day period.

c. Termination for Cause by Denovo. In addition to any termination rights set forth in an SO , SOW or OD regarding termination of such SO or SOW, Denovo may terminate the Agreement and this SO or SOW (and all SO’s, SOW’s, OD’s and other agreements between Customer and Denovo) at any time immediately upon notice to Customer if (i) an outstanding invoice remains unpaid forty- five (45) days after its applicable due date, (ii) the Customer discloses Denovo’s Confidential Information in violation of the Agreement, or (iii) the Customer misuses or modifies the Work Product, Denovo Intellectual Property or other deliverables in a manner that causes the infringement of any third party’s intellectual property rights.

d. Termination for Insolvency. Either Party may immediately terminate the Agreement (and all SOs, SOWs, ODs, and other agreements) in whole or in part if the other Party:

i. Makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, or ceases operating in the normal course of business.

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ii. Has a receiver or trustee appointed by a court over the Party or any substantial part of the Customer’s assets.

iii. Becomes insolvent or is unable to pay its debts as they become due.

iv. Authorizes, applies for or consents to the appointment of a trustee or liquidator of all or a substantial part of its assets or has proceedings seeking such an appointment commenced against it which are not terminated within ninety (90) days of such commencement.

v. Has any substantial part of its property subjected to any levy, seizure, assignment, or sale for, or by any creditor or governmental agency without said levy, seizure, assignment or sale being lifted, released, reversed or satisfied within ten (10) days.

vi. Files a voluntary petition under any chapters of the United States Bankruptcy Code or any other insolvency law or an involuntary proceeding has been commenced by any Party against the Party under any one of the chapters of the United States Bankruptcy Code or any other insolvency law and (A) the proceeding has been pending for at least sixty (60) days; or (B) the Party has consented, either expressly or by operation of law, to the entry of an order for relief; or (C) the Party has been decreed or adjudged a debtor or equivalent.

e. Suspension. In the event that the Customer violates any material provision of the Agreement , Denovo may suspend any or all of the Services in addition to any other rights Denovo may have under the Agreement. Denovo will use reasonable efforts to restore the suspended Services promptly after Denovo determines, in its reasonable discretion, that the issues have been resolved or the situation has been cured.

6. Employment Matters.

(a) Denovo Staffing. Denovo shall assign personnel to the Customer account that possess the training, education, expertise, and skill levels appropriate for the Services to be provided by such personnel. Denovo reserves the right to determine which of its personnel shall be assigned to perform Services, however, any proposed assignment or reassignment of key personal shall be subject to the City of Costa Mesa’s written approval prior to the staffing change. Denovo shall provide the City with reasonable notice in advance of any reassignment or replacement of key personnel Subject to scheduling and staffing considerations, Denovo shall use good faith efforts to honor the Customer’s request for re-assignment or modifications to assigned personnel, or lawful objection to specific individuals.

(b) Customer Staffing. Customer shall assign personnel to the performance of Customer responsibilities that possess the appropriate training, education, expertise, and skill levels to perform such Customer responsibilities.

Customer reserves the right to determine which of it s personnel shall be assigned to perform Customer responsibilities, and to replace or reassign such personnel during the Term; provided that, the Customer shall ensure that the performance by such personnel of Customer responsibilities do es not adversely affect the ability of Denovo to perform its obligations under the Agreement.

a. Non-solicitation. Neither Denovo nor the Customer shall solicit for employment, offer employment to, employ or hire as an independent contractor the other Party’s employees, agents, or subcontractors during the Term of the Agreement and for a period of twelve (12) months following expiration or termination of the Agreement except as may be agreed to in writing by both Parties. The Parties acknowledge that the damages caused by a breach of this Section would be difficult to ascertain. Therefore, if either Party violates the foregoing restriction, as the breaching Party’s sole obligation and the non- breaching Party’s sole and exclusive remedy, the breaching Party will pay the non-breaching Party two (2) times the solicited employee’s current annual salary.

b. Independent Contractor. Denovo shall provide Services to Customer as an independent contractor, and nothing contained herein shall be construed to create a relationship of employer -employee or principal -agent between Denovo and Customer. Neither Party is, nor shall represent itself to be, an agent, partner, fiduciary, joint venture, co-owner or representative of the other.

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7. Assignment and Subcontracting.

a. Neither Party shall assign or subcontract any portion of the Agreement without the express and prior written consent of the other Party. Notwithstanding the foregoing, in the event of a merger, acquisition, or sale of substantially all its assets, or reor ganization, Denovo may assign the Agreement or any portion thereof to a successor-in-interest or any affiliate of Denovo that has the ability to perform the assigned obligations and has agreed to do so in writing.

(a) Notwithstanding Section 7(a), Denovo may subcontract any of its duties under the Agreement, including, without limitation, any SO, SOW or portion thereof, to a subcontractor in the ordinary course of business; provided, however, Denovo will remain liable to the extent provided herein for its performance under the Agreement.

8. Confidentiality.

a. General. To the extent that either Party comes into possession of any Confidential Information of the other Party in connection with the Agreement or otherwise, such Party may use the Confidential Information of the other Party solely for the purposes of the Agre ement and shall not disclose such Confidential Information to any third party without the prior written consent of the other Party.

b. Exclusions. Notwithstanding any provision herein to the contrary, Confidential Information shall not include information that (i) is or becomes publicly available (other than by breach of the Agreement), (ii) was disclosed to the receiving Party on a non-confidential basis from a source other than the disclosing Party, which the receiving Party reasonably believes is not prohibited from disclosing such information as a result of an obligation in favor of the disclosing Party, (iii) is developed by the rece iving Party independent of and without reference to any Confidential Information of the disclosing Party, or was known by the receiving Party prior to any disclosure of such information made by the disclosing Party, in each case as evidenced by the receiving Party’s written records, or (iv) is disclosed with the written consent of the owner of the Confidential Information.

c. Protection. Each Party shall maintain the confidentiality of the Confidential Information of the other Party using at least the same degree of care as it employs in maintaining the confidentiality of its own Confidential Information, but in no event less than a reasonable degree of care.

d. Remedies. If a Party discloses or uses (or threatens to use or disclose) any Confidential Information of the other Party in breach of the confidentiality protections under the Agreement, the other Party shall have the right, in addition to any other remedies avail able, to seek injunctive relief to enjoin such acts, as the Parties acknowledge that any other available remedies may be inadequate.

e. Compelled Disclosure. Notwithstanding the above, the receiving Party shall not be in violation of this confidentiality obligation with regard to a disclosure that was in response to a valid order of a court of competent jurisdiction, administrative agency or governmental body , or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, or by applicable regulatory or professional standards, provided that the receiving Party provides the disclosing Party with reas onable prior written notice of such disclosure in order to permit the disclosing Party to seek confidential treatment of such information.

(a) Trade Secrets. Denovo employs Trade Secrets that contain privileged or confidential commercial or financial information that would result in a competitive disadvantage if disclosed without prior permission by Denovo.

Because it would cause irreparable harm to Denovo i f any of its Trade Secrets were known to its competitors, to the extent that Customer learns any of Denovo's Trade Secrets, Customer shall not disclose or use such Trade Secrets in its own business or for the benefit of any party other than Denovo. In the event that the Customer is a public entity and awards a contract to Denovo, the Customer shall have the restricted right to disclose the entire contract dollar amount, however this disclosure shall not include itemized data or any Trade Secrets.

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9. Ownership of Intellectual Property.

a. Denovo Ownership.

i. Denovo shall retain all right, title and interest in and to Denovo Intellectual Property.

ii. All rights, title and interest in Work Product shall vest in Denovo unless otherwise expressly provided in the applicable SO or SOW. Upon Customer’s payment of all fees set forth in the applicable SO or SO W, Denovo shall grant to Customer a perpetual, irrevocable, worldwide, royalty -free, fully paid -up, nonexclusive, non- sublicensable license to the Work Product resulting from the Services. Customer shall use the Work Product in a manner and for the purpose s for which it was designed and in accordance with the terms of this Agreement solely for its internal business purposes.

iii. Denovo shall own the Aggregated Data. Denovo may utilize the Aggregated Data for purposes of operating Denovo’s business unrelated to the provision of Services hereunder, provided that Denovo shall not reveal any Customer Confidential Information.

iv. Except for any license expressly granted in the Agreement, neither the Customer nor any third party shall acquire any right, title, or interest in or to Denovo Intellectual Property or Work Product.

b. Customer Ownership. The Customer shall retain all right, title and interest in and to the Customer Data. Customer hereby grants to Denovo limited license to use the Customer Data solely to the extent necessary for Denovo to perform the Services hereunder.

10. Indemnification.

a. General. The Parties shall have the following general indemnity obligations:

i. Each Party shall indemnify, defend, and hold harmless the other and its officers, directors, members, managers, employees, subcontractors, and agents from and against any and all taxes, interest, penalties and fines imposed by any governmental agency that are such Party’s responsibility hereunder.

ii. Denovo shall defend and hold harmless the Customer and its officers, directors, members, managers, employees, subcontractors, and agents from and against:

a. Infringement Claims so long as the Customer promptly notifies Denovo in writing of the Infringement Claims. Denovo shall provide such defense at its expense and will pay any costs or damages that may be finally awarded by a court of competent jurisdiction against the Customer. Denovo will not indemnify the Customer, however, if the Infringement Claim is caused by (i) the Customer’s misuse or modification of the Work Product, Denovo Intellectual Property or other deliverables in a manner that causes the infringement; (ii) the Customer’s use of the Work Product, Denovo Intellectual Property or other deliverables in combination with any hardware, software or information not owned or developed by Denovo; (iii) the Customer’s failure to use corrections or enhan cements to such Work Product, Denovo Intellectual Property or other deliverables made available by Denovo, (iv) the Customer’s distribution, marketing or use for the benefit of third parties of such Work Product, Denovo Intellectual Property or other deliverables or (v) information, specifications, software or materials provided by the Customer or a third party. If any Work Product is, or in Denovo’s judgment is likely to become, the subject of an Infringement Claim, Denovo, at its expense and option, shall either (a) procure the right for the Customer to continue using it, (b) replace it with a non-infringing equivalent, (c) modify it to make it non-infringing, or (d) direct the return of the Work Product and refund to the Customer the Fees paid for such W ork Product less a reasonable amount for the Customer’s use of the Work Product up to the time of return.

The foregoing constitutes the Customer’s sole and exclusive remedy and Denovo’s entire liability with respect to Infringement Claims.

b. Any and all losses arising from claims by third parties relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the gross negligence or willful 821

Denovo Ventures, LLC. Master Services Agreement 9
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misconduct of Denovo, its personnel or agents in connection with the performance of the Services under the Agreement.

iii. Customer shall defend and hold harmless Denovo and its officers, directors, members, managers, employees, subcontractors, and agents from and against:

a. Any claims that any Customer Data or other content provided by Customer to Denovo and used by Denovo in accordance with the terms of the Agreement infringes a presently existing United States copyright, patent or trademark or constitutes misappropriation of unlawful disclosure or use of a third party’s trade secrets under United States law.

b. Procedure. To receive any indemnities specified in this Section, the Party seeking indemnification must promptly notify the other Party in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party’s expense) and full authority to defe nd or settle the claim or suit. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party’s written consent.

11. Limitation of Liability; Disclaimer of Warranties. Unless otherwise specifically stated in an SO or SOW with respect to the Services described in, or products or software provided or licensed under, such SO or SOW, the following limitations of liability and disclaimers of warranties shall apply to the Agreement:

a. Limitation of Liability. IF DENOVO SHALL BE LIABLE TO THE CUSTOMER FOR ANY MATTER RELATING TO OR

ARISING FROM THE AGREEMENT, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY,

EQUITY, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE, THE AGGREGATE AMOUNT OF DAMAGES

RECOVERABLE AGAINST DENOVO WITH RESPECT TO ANY AND ALL BREACHES, PERFORMANCE,

NONPERFORMANCE, ACTS OR OMISSIONS HEREUNDER, OR ANY REASON WHATSOEVER, WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO DENOVO UNDER TH E SO or SOW

PURSUANT TO WHICH DENOVO IS PERFORMING THE SERVICES OR SELLING THE PRODUCTS GIVING RISE TO SUCH BREACH.

b. Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY OR ITS PERSONNEL BE LIABLE FOR CONSEQUENTIAL,

SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS, EXPENSES, OR LOSSES (INCLUDING,

WITHOUT LIMITATION, LOST PROFITS AND OPPORTUNITY COSTS) NOR SHALL THEY BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST THE OTHER PARTY BY ANY THIRD PARTY EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN.

THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM,

LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE.

c. Limitation on Actions. No action, regardless of form, arising under or relating to the Agreement, may be brought by either Party more than one year after the event giving rise to the cause of action has been discovered or reasonably should have been discovered, except that an action for non -payment may be brought no later than one year following the date of the last payment due hereunder.

d. Subcontractor Liability. The exclusions and limitations of liability under the Agreement will operate to the benefit of Denovo’s subcontractors under the Agreement to the same extent that such provisions operate to the benefit of Denovo. Any limitations of liability hereunder w ill be computed for Denovo and its subcontractors in the aggregate. Denovo’s subcontractors shall be deemed third-party beneficiaries of this Section.

e. Disclaimer of Warranties. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE AGREEMENT, DENOVO MAKES

NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DENOVO CANNOT

AND DOES NOT GUARANTY ANY RESULT OR THE EFFECTIVENESS OF THE SERVICES, WORK PRODUCTS, DENOVO INTELLECTUAL PROPERTY OR OTHER GOODS SOLD OR SOFTWARE L ICENSED HEREUNDER. ANY SERVICES, WORK

PRODUCT, DENOVO INTELLECTUAL PROPERTY OR OTHER GOODS SOLD OR SOFTWARE LICENSED HEREUNDER ARE 822

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PROVIDED “AS IS,” AND ANY IMPLIED WARRANTY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT IS EXPRESSLY DISCLAIMED.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE WARRANTIES ARE NULL AND VOID IF THE

SERVICES, WORK PRODUCTS, DENOVO INTELLECTUAL PROPERTY OR OTHER GOODS SOLD OR SOFTWARE

LICENSED HEREUNDER HAVE BEEN MODIFIED, ALTERED, OR REPAIRED BY NON -DENOVO EMPLOYEES OR INDEPENDENT CONTRACTORS.

f. Third Party Agreements. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, DENOVO SHALL HAVE

NO LIABILITY TO CUSTOMER UNDER ANY LICENSE OR OTHER AGREEMENT BY AND BETWEEN THE CUSTOMER AND A THIRD PARTY, REGARDLESS OF WHETHER SUCH LICENSE OR AGREEMENT RELATES TO DENOVO’S PROVISION OF SERVICES TO CUSTOMER.

12. Insurance. Denovo shall at its own expense maintain commercial automobile liability insurance and either commercial general liability insurance or, if necessary, professional liability and Cybersecurity insurance with minimum coverage as outlined below:

a. Business Automobile Liability. Covering all vehicles that Denovo owns, hires, or leases with a limit of no less than one million dollars ($1,000,000.00) per accident/employee.

b. Commercial General Liability. Including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with a minimum limit of no less than one million dollars ($1,000,000.00) each occurrence and a minimum limit of two million dollars ($2,000,000.00) in the aggregate.

c. Professional Liability Insurance. Including Errors and Omissions coverage with a limit of no less than five million dollars ($5,000,000.00) per occurrence and in the aggregate.

d. Cybersecurity Insurance. Including coverage for data breaches and loss, with coverage limits of no less than five million dollars ($5,000,000.00) per occurrence and in the aggregate.

e. Threshold may be increased in accordance with best practices, subject to mutual agreement between the Vendor and the Customer.

13. Dispute Resolution.

a. General. In the event of any Dispute, one Party shall notify the other Party in writing of the Dispute in sufficient detail to put the other Party on notice of the nature of the Dispute. The Parties shall work together in good faith first to informally resolve t he Dispute internally by escalating it as necessary to progressively higher levels of the administrative structure.

b. Mediation. If informal discussion fails, the Parties agree that any and all Disputes shall be submitted to the JAMS Orange County Mediation, Arbitration and ADR Services (“JAMS”), for mediation prior to commencing arbitration proceedings. Either Party may commence mediation by providing JAMS and the other Party a written request for mediation, setting forth the subject of the dispute and the relief requested. The mediation shall take place at the JAMS office in Denver, Colorado. The Parties shall partic ipate in the mediation in good faith and will share the costs equally. The Parties will cooperate in the selection of a mediator from the JAMS panel of neutrals and the scheduling of the mediation proceedings. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non- discoverable as a result of its use in the mediation. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled from the date of the written request for mediation until fifteen (15) days after the conclusion of mediation. The Parties will take such action, if any, required to effectuate such tolling.

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c. Binding Arbitration. If mediation fails, the parties expressly agree that any and all Disputes shall be governed under the applicable laws of the State of California. The parties hereto agree that any claim shall be resolved finally through binding arbitration before a neutral, mutually-selected arbitrator, and conducted in the County of Orange, pursuant to procedural rules of JAMS. The location of any and all arbitration proceedings shall be conducted in Orange Country, California . If the Parties are not able to expeditiously agree upon the arbitrator, an arbitrator shall be determined by striking names from a list of potential arbitrators provided by JAMS. Any and all arbitrators selected shall be independent of the Parties to the Agreement. Any questions regarding the arbitrability of a Dispute or the claims asserted therein shall be resolved by the Arbitrator. Arbitration shall be conducted expeditiously as time shall be deemed to be of the essence in determining any matters subject to arbitration. The decision or award of the arbitrator shall be final and binding upon the Parties to same extent and to the same degree as if the matter had been adjudicated by a court of competent jurisdiction. The costs and expenses of the arbitration and of the prevailing Party (including reasonable attorneys’ fees) shall be paid by the non- prevailing Party.

14. Authority. Each Party represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state in which it is organized or incorporated, (ii) it has all requisite power and authority to enter into the Agr eement and to perform its obligations hereunder, and the execution of the Agreement, and (iii) it has been duly authorized to consummate the transactions contemplated in the Agreement.

15. Marketing. Denovo is allowed the nonexclusive use of the Customer’s name, logo, trademarks, and service marks on Denovo’s sales and marketing materials for presentation to current and prospective customers. Upon the Customer’s request, Denovo will provide the Customer a copy of any such marketing materials in which the Customer is referenced.

Notwithstanding the foregoing, Denovo will request written permission from Customer to use Customer’s name, logo, trademarks, and service marks on Denovo’s website or in media releases.

16. Law and Regulation. Each Party shall be responsible for obeying Laws applicable to its business, including, without limitation, data privacy, intellectual property, employment, and tax laws.

17. Change Order Process. A Change Order Request is the method by which either Party may communicate and eventually effectuate Changes to the Services outlined in the applicable SO or SOW. The Customer or Denovo may request Changes by initiating the Change Order process. To initiate the Change Order process, the Party requesting the Change must fill out the then-current Change Order Request form and submit it to the appropriate project leader of the other Party. The Change Order Request must at a minimum de scribe the requested Change in sufficient detail for Customer and Denovo to make a reasonable assessment of the request.

a. The Customer and Denovo will review the CO promptly and follow up with each other as necessary for further clarification or to discuss the impact that the Change will have on the Services, deliverables, implementation schedule, Service Levels, terms and co nditions, Fees, and other provisions of the Agreement. A CO will not be effective, nor will a Change be implemented unless the CO is executed by duly authorized representatives from both Customer and Denovo.

b. Upon mutual acceptance of the CO, it becomes part of the entire Agreement between Denovo and Customer with respect to the subject matter thereof.

c. Each Party will be responsible for all costs and expenses incurred by it in participation of the CO process unless otherwise agreed in writing. The failure of either Party to insist upon strict performance of the CO process for every Change shall not constitute a waiver of its rights as set forth in the Agreement, at law or equity.

17. Miscellaneous.

a. Modification. The Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the Parties to the Agreement which specifically states that it amends the Agreement.

b. Waiver. The failure of either Party to insist upon strict performance of any of the provisions contained in the Agreement shall not constitute a waiver of its rights as set forth in the Agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other Party. 824

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c. Survival. The provisions of Sections 1, 2, 4, 6(c), 8, 9, 10, 11, 13, 15, and 17 shall survive, notwithstanding the termination or invalidity of the Agreement for any reason.

d. Entire Agreement. The Agreement, including, without limitation, any addenda, exhibits, attachments, supplements, SOs, SOWs, Change Orders and schedules, constitutes the entire agreement between Denovo and the Customer with respect to the subject matter hereof and supersedes all other oral and written representations, understandings or agreements relating to the Agreement.

e. Force Majeure. Except for payment of money, neither Party shall be liable for any delays or other non- performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts, or omissions of the other Party or third parties, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any government agency or authority.

f. Notices. Wherever under the Agreement one Party is required or permitted to give notice to the other Party, such notice shall be in writing and shall be delivered personally, sent by facsimile transmission, sent by nationally recognized express courier, sent by certified mail (return receipt requested), or sent by email. Any such notice shall be deemed given when actually received and shall be addressed as follows:

If to Customer: If to Denovo:

Attention: Attention: Legal Department
Email: Email: [email protected]

Denovo Ventures, LLC.
371 Centennial Parkway
Suite 220
Louisville, CO 80027

With a copy to:

Attention: Andrew Roberts
Email: [email protected]

Sloan & Roberts, PLLC
5151 Belt Line Road, Suite 1050
Dallas, Texas 75254-6738
Phone: 214-987-6070
Fax: 214-987-6071

Either Party may change its address for notices upon giving written notice of the change to the other Party in the manner provided above.

g. No Third-Party Beneficiaries. Nothing contained in the Agreement is intended to confer upon any person (other than the Parties hereto, the indemnified parties specifically identified in Section 10, and any subcontractors expressly mentioned elsewhere in the Agreement) any rights, benefits or remedies of any kind or character whatsoever, and, except as otherwise specifically stated herein, no person shall be deemed a third -party beneficiary under or by reason of the Agreement.

h. Counterparts. The Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement binding on the Parties, notwithstanding that both Parties are not signatories to the original or the same counterpart. A facsimile or other electronic copy of a signature on the Agreement shall be acceptable as and deemed to be an original signature.

i. Severability. If any term or condition of the Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition , or application. To this end, the terms and conditions of the Agreement are declared severable.

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(a) Governing Law; Jurisdiction. The Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado (without giving effect to the choice of law principles thereof). To the extent any claim or dispute is not required to be submitted to binding arbitration under the terms of the Agreement, each Party hereby irrevocably consents and waives any objection to the personal jurisdiction and venue of the state and federal courts for the City and County of Denver, Colorado.

j. Legal Representation and Construction of Agreement . The Parties acknowledge that the Agreement was prepared by counsel for Denovo. The Parties have had the opportunity to retain their own independent legal and financial counsel with respect to the negotiation of the Agreement. They have independently, separately, and freely negotiated each and every provision of the Agreement as if all Parties drafted it, and therefore, waive any statutory or common-law presumption that would serve to have this document construed in favor of, or against, any Party.

IN WITNESS WHEREOF, Denovo and Customer have executed this Master Services Agreement as of the date set forth above.

City of Costa Mesa, CA DENOVO VENTURES, LLC

By: __________________________________________________ By: __________________________________________________ Name: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________ Date: __________________________________________________

City of Costa Mesa, CA

By: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________

City of Costa Mesa, CA

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City of Costa Mesa, CA

827

Cloud License Ordering Document_v5_05.08.2023 © Denovo Ventures, LLC. - Confidential Trade Secret Page 1 of 31 ORDERING DOCUMENT 001

Customer Name: City of Costa Mesa Customer Contact: Cathleen Serrano Customer Location: 77 Fair Drive Phone Number: 714-754-5062 Costa Mesa, CA 92626 Email Address: [email protected]

This Ordering Document (this “ Ordering Document ”), dated as of the 5th day of August 2025 (“Effective Date”), is by and between DENOVO VENTURES, LLC , a Colorado limited liability company (“ Denovo”), and City of Costa Mesa, a municipal corporation (“City”) (the “Customer”) (each a “Party” and together the “Parties”).

RECITAL

Denovo is an authorized reseller or distributor of certain products and services made available by Oracle America, Inc. (“Oracle”), and has been authorized by Oracle to sell and/or sublicense the hardware, program licenses and/or technical support services described in this Ordering Document to Customer. Customer desires to contract with, purchase and/or sublicense from Denovo such products, licenses and/or services, pursuant to the terms and conditions set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the recitals and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Ordering Document agree as follows:

1. Description of Products, Licenses and Services; Applicable Fees . The Customer has ordered the hardware, program licenses and/or 60 months of technical support services set forth below pursuant to the terms of the Public Sector Agreement for Oracle Cloud Services US-CSA-CPQ-3385251 executed simultaneously herewith (the “ Oracle Terms ”), and this Ordering Document. The Customer shall deliver to Denovo the Oracle Terms at the time of execution of this Ordering Document, and thereafter fully comply with the Oracle Terms. By placing this order, the Customer confirms that it has entered into and agreed to the Oracle Terms with Oracle. Software items listed on this Ordering Document, excluding operating system, integrated software, and integrated software options are considered "programs" as defined in the Oracle Terms. All programs, hardware, products and services ordering under this Ordering Document are subject to the terms set forth in the Oracle Te rms and in all related Oracle documents. All fees on this Ordering Document are denominated in US Dollars.

T
he Initial Term of this SaaS Subscription is Sixty (60) months following the Effective Date.

The table below summarizes the portfolio of software modules and user licenses included in this Ordering Document. A list of the Oracle modules, users and annual fee is summarized in the table below:

Table I. New Cloud Software as a Service (SaaS) Subscription

Product Oracle Software Users
Contract
Term
(Months)
Net License
Fee per Year
Years 1-5
B91079 Oracle Fusion Enterprise Resource Planning Cloud Service – Hosted Named User 25 60 $34,741.51 B91080 Oracle Fusion Enterprise Resource Planning for Self Service Cloud Service – Hosted Named User 700 60 $31,128.40
B91082 Oracle Fusion Procurement Cloud Service – Hosted Named User 25 60 $34,741.51 B91083 Oracle Fusion Procurement for Self Service Cloud Service – Hosted Named User 100 60 $1,778.77 B91057 Oracle Fusion Supply Chain Execution Cloud Service – Hosted Named User 10 60 $7,782.10 B73948 Oracle Fusion Document Recognition Cloud Service – Hosted 1,000 Records 10 60 $1,334.07 B85800 Oracle Fusion Human Capital Management Base Cloud Service – Hosted Employee 1000 60 $33,351.85 B87388 Oracle Fusion Human Resources Help Desk Cloud Service – Hosted Employee 1000 60 $8,893.83 Oracle License Agreement Name: US-CSA-CPQ-3385251 ATTACHMENT 2
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Contract
Term
(Months)
Net License
Fee per Year
Years 1-5
B95499 Oracle Fusion HCM Communicate Cloud Service – Hosted Employee 1000 60 $4,446.91 B95573 Oracle Fusion Touchpoints Cloud Service – Hosted Named User 700 60 $3,112.84 B86334 Oracle Fusion Payroll Cloud Service for United States – Hosted Employee 1000 60 $15,564.20 B75365 Oracle Fusion Time and Labor Cloud Service – Hosted Named User 700 60 $4,669.26 B84490 Oracle Additional Test Environment for Oracle Fusion Cloud Service – Test Environment 1 60 $13,896.61 B91074 Oracle Enterprise Performance Management Enterprise Cloud Services – Hosted Named User 25 60 $84,221.85
B91077 Oracle Additional Application for Oracle Enterprise Performance Management Enterprise Cloud Service – Hosted Environment 6 60 $0.00 B91110 Oracle Integration Cloud Service for Oracle SaaS Enterprise 1 Million Messages 2 60 $5,336.30 Total Annual Fee $285,000.00
Total Cost of Contract Years 1-5 $ 1,425,000.00

Table II. Platform as a Service (PaaS) and Infrastructure as a Service (IaaS) Cloud Services

For purposes of this order, B88206 – Oracle PaaS and IaaS Universal Credits specified in the tables above is not eligible for any part numbers (SKUs) specified in the rate card of this order below or seen in the Cloud Portal.

Rate Card Pricing for IaaS/PaaS Public Cloud Services
B88206 - Oracle PaaS and IaaS Universal Credits
Cloud Service Category Discounts

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853

Cloud License Ordering Document_v5_05.08.2023 © Denovo Ventures, LLC. - Confidential Trade Secret Page 27 of 31 A. DESCRIPTION AND PRICES FOR ORDERED CLOUD SERVICES

1. Cloud Services Ordered
City of Costa Mesa, CA has ordered the Oracle cloud services as described above.

B. TERMS AND FEES FOR ORDERED CLOUD SERVICES

1. Oracle Contract Information
a. Agreements.

This Ordering Document is subject to the Oracle Terms contained in the Public Sector Agreement for Oracle Cloud Services Agreement for License Agreement Named US-CSA-CPQ-3385251.

2. Currency.

All fees on this Ordering Document are in US Dollars.

3. Terms:

a. All products and services listed on this Ordering Document are provided by Oracle under, and subject to, the terms of this Ordering Document, including the Oracle Terms. Customer agrees to the terms of this Ordering Document, including the Oracle Terms.

b. As applicable, Denovo will process the Customer’s order after execution of the Contract . For cloud services, Customer may not reduce the quantity of services purchased (e.g., user or record counts, storage, etc.), in whole or in part, during the Initial Term set forth herein.

c. The services period for the cloud services commences on the date stated in this Ordering Document. If no date is specified, then the "Cloud Services Start Date" for each cloud service will be the date that the Customer issued access that enables the end user to activate the end user's cloud services (the "Cloud Services Start Date").

d. The Initial Term is 5 years (60 months).

4. Fees, Invoicing and Payment Obligations:

a. Fees: The annual fee for the Software as a Service (SaaS) subscription is Two hundred Eighty-Five Thousand Dollars and Zero cents ($285,000.00). The total fee for the Software as a Service (SaaS) subscription for the initial five (5) year ter m is One million Four Hundred Twenty-Five Thousand Dollars and Zero cents ($1,425,000.00).
b. Payment Terms: All fees payable to Denovo under this Ordering Document are due 30 days from the invoice date. Once placed, your order is non- cancelable and the sums paid nonrefundable, except as otherwise provided herein or in the Oracle Terms . Customer will pay any sales, value -added or other similar taxes imposed by applicable law that Denovo must pay based on the cloud services you ordered. Unless, specifically stated otherwise, fees for cloud services listed in an order are exclusive of taxes and expenses.

c. Cloud Services Payment Frequency: Your payment frequency is Annual in Advance at the start of each 12 - month period. The service specifications applicable to the clou d services and the consulting/professional services ordered may be accessed at www.oracle.com/contracts.

d. Payment Method: Unless otherwise agreed to in writing by both Parties, all amounts to be paid by the Customer to Denovo under this Ordering Document may be made by wire or check, using electronic or automated clearing house (ACH), automatic bill pay mechanisms, or by federal wire transfer to the account or accounts designated below:

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ACH/Wire: First Citizens Bank
ABA/Routing: 053100300
Account: 1822000629
Beneficiary FCB Customer Account Name: Denovo Ventures, LLC For international Wire Instructions please contact AR@Denovo -us.com

Denovo Ventures, LLC
371 Centennial Parkway, Suite 220
Louisville, CO. 80027

5. Offer Validity. This Ordering Document is valid through A ugust 31, 2025, and shall become binding upon execution by City of Costa Mesa and acceptance by Denovo, as well as acceptance by Oracle of Denovo’s corresponding order.

6. No Auto-Renewal
Notwithstanding any statement to the contrary in the Service Specifications, CITY OF COSTA MESA expressly agrees that the Services acquired under this Ordering Document will not auto -renew.

7. Option Periods
City of Costa Mesa shall have an option to renew for the same services listed in the table above at the same usage limits for two (2) additional 12 month renewal periods, "Option Period" for the fees specified below. Professional Services are not included in the Option Period fees.

City of Costa Mesa must provide Denovo a minimum of 90 days’ notice prior to the expiration of the Initial Term of their intent to exercise the Option Period and Denovo will execute an order for the Option Period prior to the expiration date of the Initial Term . Execution of the Option Period will be handled through an Option Letter to the Contract. 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 ordering do cument.

Option Period 1: (commencing the day after the last day of the Initial Term specified on this order): Two hundred Eighty-Five Thousand Dollars and Zero cents ($285,000.00) x 1.04 = Two hundred Ninety-Six Thousand Four Hundred Dollars and Zero cents ($296,400.00).

Option Period 2: (commencing the day after the last day of the Option 1 Term specified on this order): Two hundred Ninety-Six Thousand Four Hundred Dollars and Zero cents ($296,400.00) x 1.04 = Three Hundred Eight Thousand Two Hundred Fifty-Six Dollars and Zero cents ($308,256.00).

This order is subject to and incorporates the terms and conditions contained in Section C set forth below ("Additional End User Terms").

8. Expansion and Renewal Pricing Terms
The customer is entitled to expand the number of users at the same unit net price at any time during the initial term of the contract. Should the City of Costa Mesa exercise its option to renew the services listed in the table above, an uplift is applied and the expansion of users will be subject to the new uplifted price.

C. ADDITIONAL END USER TERMS

1. Data Center Region Availability for UCM End User Terms Platform and data center region availability information for Oracle Platform as a Service (PaaS) Cloud Services and for Oracle Infrastructure as a Service (IaaS) Cloud Services is provided on the Oracle Cloud Portal at https://cloud.oracle.com/data-regions.

D. OTHER

1. Order of Precedence
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2. Disclaimer of Warranties.

UNLESS OTHERWISE STATED IN THE ORACLE TERMS, THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT

THE PURCHASE, INSTALLATION AND/OR USE OF THE HARDWARE, PRODUCTS AND SERVICES ORDERED HEREIN ARE AT ITS SOLE RISK. THE HARDWARE, PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS; THE CUSTOMER

ACKNOWLEDGES THAT DENOVO IS MERELY PROVIDING THE CUSTOMER WITH HARDWARE, PRODUCTS AND

SERVICES FROM ORACLE AND THEREFORE DENOVO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO

THE HARDWARE, PRODUCTS AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO

THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. DENOVO MAKES NO WARRANTY THAT (I) THE HARDWARE, PRODUCTS AND SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS, (II) THE HARDWARE, PRODUCTS AND SERVICES WILL BE SECURE OR

ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HARDWARE, PRODUCTS AND

SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF THE HARDWARE, PRODUCT AND SERVICES PURCHASED BY THE CUSTOMER WILL MEET THE CUSTOMER’S EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED ELECTRONICALLY IS DONE AT THE CUSTOMER’S OWN DISCRETION AND RISK AND THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY

DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS ORDERING DOCUMENT. IN THE EVENT THAT THE

CUSTOMER HAS AN ISSUE WITH ANY ASPECT OF THE HARDWARE, PRODUCT AND SERVICES (OTHER THAN DELVERY OF THE SAME), IT SHALL LOOK SOLELY TO ORACLE AND NOT DENOVO FOR ASSISTANCE AND/OR REMEDIAL ACTION.

3. THIRD PARTY BENEFICIARIES.

A. Except for Oracle, who the Parties expressly acknowledge is a beneficiary under this Ordering Document, nothing contained in this Ordering Document is intended to confer upon any third person any rights, benefits or remedies of any kind or character whatsoever, and, except as otherwise specifically stated herein, no person shall be deemed a third party beneficiary under or by reason of this Ordering Document.

B. Miscellaneous.

This Ordering Document may not be amended, modified or supplemented except by written instrument signed by the Parties. This Ordering Document may be executed in one or more counterparts, all of which taken together shall constitute one instrument. A facsimile or other electronic copy of a signature , including an electronically generated signature, on the Ordering Document shall be acceptable as and deemed to be an original signature.

The signature below affirms your commitment to pay for the Oracle cloud services ordered in accordance with the terms of this Ordering Document and the Oracle Terms.

IN WITNESS WHEREOF, Denovo and Customer have executed this Ordering Document as of the date set forth above.

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City of Costa Mesa, CA

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STATEMENT OF WORK

This Consulting Services Statement of Work (“SOW” , “Work”, or “Project”) dated _______________________ (“Effective Date”) is by and between Denovo Ventures, LLC., a Colorado limited liability company (“Denovo”) and the City of Costa Mesa California (“City” or “Customer” or “Client”) and each a “Party” and together the “Parties” .

P
ursuant to Section 3 (Statement of Work ) in the Master Services Agreement ("MSA" or “Contract” ) dated _______________________, Denovo and Customer desire to enter this Statement of Work for the performance by Denovo of certain Services, described herein. This Statement of Work provides details of the Services, related products if any, definitions, Service-specific terms, and the Customer's one-time and recurring fees.

1 Term and Termination

a) Termination without Cause by Customer. Customer may terminate this SOW by providing thirty (30) days written notice to Denovo.

b) Termination for Cause by Denovo; Termination without Cause by Customer. If either Denovo terminates this SOW pursuant to Section 5(B)(v) or 12 of the Contract or the Customer terminates this SOW , or any part of it, without cause (i.e., for convenience) during the Initial Term, the Customer shall be responsible for all amounts owed under the SOW including, without limitation, the following:

i) All amounts owed for Services provided and Expenses incurred by Denovo up to and including the Termination Date.

ii) One hundred percent (100%) of all deferred payments and amounts owed from outstanding invoices; and,

iii) All Fees remaining in the then-current Term payable in a lump sum upon termination.

c) Termination Date. The Customer shall immediately cease accessing and otherwise utilizing (and at Denovo’s option, return or destroy) Denovo's Confidential Information, Work Product, and the Services upon the Termination Date (except as otherwise permitted herein), and Denovo shall have no further obligation to provide the Services.

d) No Excuse for Non- Payment. Any suspension or termination by Denovo under this Section shall not excuse the Customer from the Customer's obligation to make payment(s) for work performed under the SOW.

2 Scope of Services

Denovo will provide the Customer with the Services as set forth in this SOW. Denovo may provide Customer with additional Services pursuant to an amendment to the Contract. Denovo has no obligation to provide any additional Services or any other Service to Customer including, without limitation, with respect to any adaptations, configurations or modifications of the Services made by the Customer or any third party, any non-conformance caused by unauthorized misuse, alteration, modification or enhancement of the Services, or any use or implementation of the Services by the Customer that is not in compliance with the SOW or Contract . Denovo reserves the right to determine the method, manner, and means by which the Services will be performed. Except as expressly stated in this SOW to the contrary, Denovo is not required to perform the Services during a fixed hourly or daily time, and if the Services are to be performed on Cust omer’s premises, the time spent on Customer’s premises is to be at the discretion of Denovo, subject to Customer’s normal business hours and reasonable security requirements.

The scope of services, deliverables, assumptions, schedule, and estimated hours are defined in the following sections.

Background
ATTACHMENT 3
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The Customer desires to implement Oracle Cloud Applications to replace and/or integrate with current business applications to meet their needs in targeted processes . This initiative will start in calendar year 2025. This section provides additional background on this initiative.

Applications in Scope
The following Oracle Cloud Applications and technology are to be implemented:

Area Oracle Product/Suite Module/Processes
ERP Oracle Fusion Enterprise Resource Planning
Cloud Service
• Financials
o General Ledger (GL)
o Budgetary Control and Encumbrance
Accounting
o Accounts Payable (AP)
o Fixed Assets (FA)
o Expenses (EXP)
o Accounts Receivables (AR)
o Cash Management (CM)
• Project Financials
o Project Foundation
o Project Costing
o Project Billing
o Grants Management
• Advanced Collections
• Financial Reports Center
• Transactional Business Intelligence (OTBI)
• Applications Extensibility Framework
Oracle Fusion Enterprise Resource Planning for
Self Service Cloud Service
• Expenses
• Approvals
• Reporting Access
• Other Self-Service Transactions
Oracle Fusion Document Recognition Cloud
Service
• Automated Invoice Processing
• Intelligent Document Recognition (IDR)
SCM Oracle Fusion Procurement Cloud Service • Purchasing • Supplier Portal
• Procurement Contracts
• Transactional Business Intelligence (OTBI)
• Applications Extensibility Framework
Oracle Fusion Procurement for Self Service
Cloud Service
• Self-Service Procurement
• Punchouts
Oracle Fusion Supply Chain Execution Cloud
Service
• Inventory Management

EPM Oracle Enterprise Performance Management
Enterprise Cloud Services
• Planning and Budgeting
o Operating (Line Item)
o Position (Workforce)
o Capital (CIP)
o Forecasting
• Narrative Reporting
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HCM Oracle Fusion Human Capital Management
Base Cloud Service
• Core HR (HR Organizations, Employees, Work
Structures)
• Position Management
• Onboarding
• Benefits
• Absence Management
• Workforce Directory Management
• Journeys
• Transactional Business Intelligence (OTBI)
• Applications Extensibility Framework
Oracle Fusion HCM Communicate Cloud
Service
• Employee/Team communications
Oracle Fusion Touchpoints Cloud Service • Employee/Team engagement Oracle Fusion Human Resources Help Desk
Cloud Service
• HR inquiries
Oracle Fusion Time and Labor Cloud Service • Time Reporting and Management • Rule-Based Time Recording
Oracle Fusion Payroll Cloud Service for United
States
• Payroll Processing
• Compliance and Reporting
• Automated Tax Filing
Technical Oracle Integration Cloud
Service for Oracle SaaS
• Data integrations

Phasing
The above ‘In Scope’ applications are tentatively aligned to be deployed in the following phases:

Phase I (Financials/Procurement Focus) Phase II (HCM/Payroll/EPM Focus) • Enterprise Structure
• Financials (ERP)
• Expenses
• Document Recognition
• Procurement
• Inventory
• Related Security & Technology (Integrations,
Reporting)
• Core HCM
• Payroll
• Time & Labor
• HR Help Desk
• Communicate
• Planning & Budgeting (EPM)
• Related Security & Technology (Integrations,
Reporting)

A detailed project schedule will be established after project kickoff including detailed tasks and deliverables. Specifically, Denovo and Customer will collaborate on planning, key activity/stage dates, and Go-Live dates with special consideration of the timing of Payroll cutover (if not on the calendar year).

For additional context and detail regarding the scope, methodology, and deliverables outline herein, reference is made to the proposal submitted by Denovo to the City. This Statement of Work shall be read in conjunction with said proposal, which forms an integral part of the contractual understanding between the parties.

3 Scope of Implementation Services
Overall Services
Denovo shall perform implementation services necessary to enable the Oracle Cloud A pplications to operate in a production environment for Customer, including services related to

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• Project Management & Governance
o Establish, in coordination with Customer, the necessary plan for governance, tools, resources, and risk mitigation to create and maintain a project management structure, including coordination and collaboration with Customer’s assigned team.
o See following “Project Governance” section.
• Organizational Change Management
o Establish and implement an Organizational Change Management Strategy and Plan to help maximize employee adoption, usage of Oracle tools, and assist in minimizing resistance to the system and related Oracle Modern best practices/business processes.
• Design
o Evaluate available Oracle Cloud business process flows against the functional requirements for application modules in scope to develop an enterprise solution approach. T he process shall include a review of built-in best practices within the Oracle Cloud HCM applications using the “Fit -to-Standard” approach – this approach’s intent is to streamline the business process flows with standard functionality in the Oracle applications to accomplish the intended objectives. • System Configuration, Development, and Data Conversion o Configure, develop, and implement standard Oracle business process flows, scoped conversion objects, and scoped application interfaces. Conduct System configuration sprints to validate the business flow requirements.
• Testing and Validation
o Plan and develop test plans, execution of testing and system, and final go -live preparation activities.

This includes system integration and user acceptance testing, training, and production cutover plan finalization.
o Manage quarterly updates throughout implementation.
• Production Go-Live and Support
o Move project users, application managers, systems operation managers, and business functions, interfaces, and converted data from the pre -production environment to the live production environment.

Configuration/Customization Management
The Customer plans to leverage out of box business processes – as such, no customizations are included in Scope - any such request would need approval by the Steering Committee. However, Oracle Cloud comes standard with built-in best practices that are configurable, and Denovo’s objective is to help the Customer streamline the business processes and implement the standard process flows built into Oracle Cloud . The Customer acknowledges this may require changes in certain business processes and operating procedures. To ensure alignment with City priorities, the City will retain final authority over any proposed system changes or process reconfigurations. This governance role will be exercised through the Steering Committee, allow City to evaluate the operational impact of changes before they are adopted.

Oracle Cloud offers configuration options, enabling you to make the service unique to your business, including:
• Flex fields - allows for easy definition of additional fields and logic, so City can create custom attributes without programming. The se fi elds capture data that is related to a specific purpose and corresponds to a pre -reserved column in the application database.
• Workflow - leverages a standards -based workflow service to deliver a robust Workflow and Approvals engine, enabling complex rules and routings. We deliver workflows out of the box which can be further configured as needed. Multi -level approvals may be defined based on supervisor or position hierarchies, and tasks may be accessed by emails or worklists.
• Reporting and Analysis - allows for the creation of dashboards and reports on both historical and transactional data by leveraging the Oracle Transactional Business Intelligence (OTBI) tool.

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While customization is not available within the Oracle Cloud applications, supported extensions may selectively be considered. Through the use of composers in Oracle Cloud, authorized end users can perform configurations to the application that automatically save as XML files and preserved in the Metadata Services (MDS) Repository. Here are a few of the extension options:
• Page Composer - allows users to personalize their pages by, for example, adding, deleting or re- arranging portlets or changing headings and labels.
• Page Integrator- allows users to integrate and launch the third applications from SaaS application which allows to add icon and client groups.

However, Extensions using composer or any other methods are out of scope for this SOW and would require the Parties follow the Change Control Process.

Data Loads
General Assumptions & Guiding Principles:
• Manual data loads will occur where data volumes are low and there is no time or cost benefit in automating the data loads. The exception would be high volume from going live. • Data conversion method will be tested prior to the production conversion, based upon established Denovo load methodology. This is to forecast precise conversion timeframes and to validate/test programs during the Plan Phase • Business freeze in multiple areas will be a critical and required component of the conversion effort and must be established and reviewed with business data owners, management and auditors. Business freeze requirements will be addressed in detail in the Conversion document and timelines will be established in the cutover plan. • Specific data conversion requirements will be refined early during the Plan phase. • Legacy data must undergo data cleansing by the Customer to reduce data volume and extract-program run time, to improve quality, and to minimize data integrity issues. It is the customer’s responsibility to ensure data cleansing occurs in a timely manner to meet the accepted schedule. • Conversion Lead and Conversion Developers will provide the input data to be loaded in the format expected by the load programs. This responsibility will include the gathering and cleansing of source data by the Customer. • Converted data will be used during the CRPs and different testing events which will help identify data conversion and integrity issues.

Data Conversions
The data conversion process is the foundation for documenting the scope, effort, and steps required to successfully perform each conversion. Each conversion identified during planning and design stages will go through the process of documentation, that involves development and creation of:
• Data conversion timeline
• Functional and possible technical specifications
• Data cleansing
• Legacy extract program(s)
• Oracle load program(s)
• Data staging requirements/sequence
• Error handling/audit requirements/procedures
• Execution of data conversions
• Reconciliation process
• Business Post Load Data Validation and Approval for use process

The following data conversions are targeted to be in-scope:

Current System/Module Data Source
/ RDBMS
Data Set(s) Scope & Assumptions

1. General Accounting Oracle Peoplesoft: GL 10 years of monthly summary balances plus current FY in Detail.
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2. Accounts Payable Oracle Peoplesoft: AP Open AP Invoices migrated into Oracle Fusion Payables for business continuity.

Migrate 10 years of Closed AP Invoices into
repository (TBD) to include invoice lines,
reference to POs, and payment details -
limited details otherwise.

3. Accounts Receivables Oracle Peoplesoft: AR Open AR Invoices migrated into Oracle Fusion receivables for business continuity.

4. Treasury SQL Cashiering System:

Quadrant
Uncleared Checks as External Transactions in
Bank Statement Reconciliation;
Customer unapplied/On-Account Receipts

6. Store Inventory Oracle Peoplesoft:

Warehouse
Inventory
Active Items & cutover Quantity on Hand

7. Budget Process Excel Excel Budget Data 10 years of Adopted & Amended budget Oracle Peoplesoft: Budget
ledgers, detailed
account level
10 years of Adopted & Amended budget

9. Project Accounting Excel Project Tracking
Data
Active Grants, Active Projects and any
additional Projects for the Active Grants
Oracle Peoplesoft:

Summary of Budget
to Actual
For all migrated projects, summarized
Inception-to-Date (ITD) costs and revenue also
migrated.

10. Finance Fixed Asset Excel MS Excel: Fixed
Asset Data
Active Assets only included in the scope

11. Contract Management Excel MS Excel: Data
related to contracts
Active Contracts for the remaining term

12. Payroll Oracle Peoplesoft: Payroll
Data
All current and active earnings, deductions and
statutory elements for active employees

13. Benefits Oracle Peoplesoft: Benefits Active enrollments

14. New Hire Oracle Peoplesoft: New
Hire
10 years of assignment history for Active
employees

15. Position Budgeting Excel Position Control
Data
10 years of history for Active positions

16. Enterprise Purchasing Oracle Peoplesoft: PO
Data, Vendor
Information
Vendors with activity in past 10 years.

Active Purchase Orders.

17. HR Data Oracle Peoplesoft: HR Data 10 years of requested history to include summary historical database tables for inactive
employees.

Data Cleansing
The data cleansing process results in relevant and accurate data being converted from the legacy systems into Oracle .

Data cleansing analyzes legacy application data to verify that data are correct, complete, consistent and convertible.

Data cleansing includes:
• Eliminating unnecessary data records
• Identifying and correcting inaccurate data
• Merging duplicated data, e.g., multiple vendor master files which will need to be consolidated for a single vendor.
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• Reformatting and standardizing data so that it can be converted. • Gathering information that does not exist in any legacy system but is required in the solution .

Refer to page 100 and 101 in the Denovo proposal where roles and responsibilities are further identified.

Integrations
Oracle offers multiple ways to integrate Oracle Cloud Applications with your existing infrastructure and information technology assets, whether integrations call for real- time or batch interaction. These toolsets support real -time integration via web services, and bulk data styles of integration via flat-files and spreadsheets. Denovo and Customer will collaborate on the technologies and methods leveraged for the targeted integrations, leveraging Oracle Integration Cloud Service (OIC) and available REST and SOAP Services, as well as file-based methods.

Oracle Integration Cloud Service (OIC)
Oracle Integration Cloud Service ( OIC) will be utilized , as needed, to develop the scoped interfaces including the provisioning and configuring all scoped OIC services, establishing baseline network rules and security configurations, and establishing error handling, tracking, and scheduling setups. If needed, t he OCI agent connectivity agent allows on - premises applications to interact with your SaaS applications in the cloud. Specifically, agent allows PaaS platform to connect to the on-premises applications, database and file servers to read/write data.

REST and SOAP Services
Oracle Applications Cloud provides public REST APIs and SOAP web services you can use to support integration requirements and provide a standardized way of integrating Cloud services with other disparate application systems. In addition, ATOM feeds provide notifications of Oracle HCM events and are tightly integrated with REST services.

Detailed REST API documentation may be found at:
• HCM Cloud: https://docs.oracle.com/en/cloud/saas/human-resources/25a/index.html • ERP Cloud: https://docs.oracle.com/en/cloud/saas/financials/25a/index.html • SCM Cloud: https://docs.oracle.com/en/cloud/saas/supply -chain-and-manufacturing/25a/index.html

File-Based
• Inbound file-based integration - You can use File -based Loader or Spreadsheet Loader as a powerful and efficient method of importing bulk data into Oracle Cloud Applications. The upload process can be scheduled to reduce manual intervention in the integra tion process. In addition, File -based Loader and Spreadsheet Loader leverage the core business objects that serve as the foundation for the Cloud solution— meaning that all edits, business rules and validation logic that an online user would be subject to also govern all data being loaded into the Cloud Applications as well. Spreadsheet Loader allows business users to work with data within a familiar Excel format and upload bulk data into the system.
• Outbound file -based integration - Oracle Cloud provides data extraction tools that can be scheduled to run to automate the data extraction and delivery process.
o The HCM Extract tool is ideal for complex extraction needs on a defined set of HCM data objects. The data can be extracted into a number of different formats, including HR -XML, and delivered to destination systems through a number of different methods.
o Oracle Payroll Flow is the tool to automate the sequence of activities in HCM which will help to import the data from external applications with multiple steps and Boomerang integrations where integration is needed to extract and update/process the information to SaaS.
o Oracle Transactional Business Intelligence (OTBI) - Oracle Cloud Applications support data export by leveraging OTBI and Business Intelligence Publisher (BIP) for HCM to export any data of their Oracle Cloud. Users create export data sets based on queries. BIP offers the ability to export data into a var iety of different formats, multiple delivery methods, data encryption, and scheduling capabilities to automate the entire process.

The following integrations are targeted to be in-scope:
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# Source
Application
Target
Application
Description Type
1 US Bank Oracle AP P-Card File-based / REST API
2 Commerce Bank Oracle AP Payments File-based / REST API 3 Oracle AP JP Morgan ACH File-based / REST API
4 Oracle AP JP Morgan Positive Pay File-based / REST API 5 Tyler Land Mgmt. Oracle AR Civil Citation Billing, Payment data File-based / REST API 6 Central Square Oracle AR Jail Booking Fees (for discussion) File-based / REST API 7 ActiveNet
Recreation
Oracle AR Registration Fee Data File-based / REST API
8 Pettrack Oracle AR Animal Licensing Payment Data File-based / REST API 9 Tyler Land Mgmt. Oracle Projects Land, building data File-based / REST API 10 AssetWorks Oracle FA Vehicle data File-based / REST API 11 TeleStaff (Fire
Dept.)
Oracle Time &
Labor
Employee Name, ID No. Time reporting codes,
Reporting Period, Number of Hours Worked
File-based / REST API
12 Oracle Payroll PERS Employee Name, PERS ID, PERSable Earning for the Pay Period, Beginning and End Date,
Employee PERS Contribution, Survivor
Benefits, PERS Buy Back
File-based / REST API
13 Oracle Payroll PERS Employ ID, Employ. Name, Empl. Total Earning, Employee and Employer
Contributions, Payroll Beginning and End Date
File-based / REST API
14 Oracle Payroll CA457 Employ ID, Employ. Name, Empl. sass, Amount File-based / REST API 15 Oracle Payroll Nationwide Cost, name File-based / REST API 16 Oracle Payroll ICMA-RC &
ICMA-401A
(now called
MissionSquare
Retirement)
Employ Name, Employee Contributions,
Employer Contributions
File-based / REST API
17 NeoGov Oracle HCM New Hire information File-based or Manual 18 Laserfiche Oracle (various) Access to documents/records REST API / URL Embedding

Journeys
The Oracle HCM Applications provide the capability for customer defined journeys which is a collection of tasks to facilitate a business process. Journeys are configured based on business need and can have multiple tasks and/or task performers. The following Journey categories are available via the Oracle software and are used for specific purposes as follows:
• Contextual Journeys to configure tasks that need to be performed by different performers before a HR transaction. For example, tasks that a manager needs to do before a transfer action. • Guided Journeys to support users by providing guidance, such as tutorials, company policies, and best practices in the context of an HCM flow. For example, tasks to help a line manager transfer an employee. • Survey Journeys to create a survey and assign it to people in your organization. For example, regular pulse surveys to seek feedback on workplace satisfaction or a general survey to provide feedback on the onboarding process.

Denovo has included the following base journeys:
• Onboarding Journey to include two (2) participants (new hire, and reporting manager), and up to six ( 6) tasks (including W4, I9).
• Offboarding Journey to include three (3) participants (Employee, Reporting Manager, HR) and up to ( 4) tasks 866

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(including exit interview/survey, return of asset declaration). • Additional Contextual Journeys typically for HR data entry needs – two (2) included. o Additional Journeys may be configured should it be determined by Denovo and Customer that a Journey provides the most appropriate solution to any of the requirements outlined within the RFP. The additional Journeys shall be added through a change order to this SOW.

Approval Workflows
Denovo shall configure a select number of approval workflows . Denovo will explain and advise the Customer on typical usage of approval workflows via knowledge sharing. The City/Customer will have discretion on the number of approval workflows selected. Denovo has allocated 480 hours which are available at Customer’s discretion to apply towards the development of selected and prioritized approval workflows.

Fast Formulas
Denovo shall configure a select number of fast formulas for eligibility, payroll and time entry rules . Denovo will explain and advise the Customer via knowledge sharing. The City/Customer will have discretion on the number of approval workflows selected. Denovo has allocated 640 hours which are available at Customer’s discretion to apply towards the development of selected and prioritized fast formulas. Fast formulas may include, but are not limited to, the following:
• Various payroll rules
• Leave accrual calculations
• Leave accrual balances compared to allowed carryover maximums Reporting
Denovo shall enable and/or make available standard Oracle reports for the Oracle Applications being deployed. Denovo will explain and advise the Customer users on typical usage and applicability of the Oracle reporting tools namely, Smart View, Oracle Tran saction Business Intelligence (OTBI), Financial Reporting studio, and OTBI power user access via knowledge sharing. Denovo has allocated 1,600 hours which are available at Customer’s discretion to apply towards the development of selected and prioritized c ustom reports. The City/Customer will have the discretion on the selected custom reports being developed.

Testing & Validation
The bulk of user testing occurs during our Test phase. Customer stakeholders will be required to work with our consultants to develop system integration testing (SIT), which is end -to-end process testing, and user acceptance (full system testing with roles and documentation) test scripts and your stakeholders will implement these tests under the guidance of Denovo consultants.

Issues are identified in each test cycle and resolved/retested until acceptable prior to accepting the results of that test cycle, the following test cycles will support the project:
• During System Integrated Testing (SIT), the Customer’s stakeholders (with assistance from Denovo consultants) use the test scripts to validate the end-to-end processes function correctly (including connectivity to outside systems). Denovo consultants again resolve issues or retesting by your stakeholders. The Customer will assist with any coordinated initial testing with 3rd party systems. • User Acceptance Testing (UAT) is the final opportunity to validate that the system is ready to roll out to production. The stakeholders (with Denovo assistance) validate all aspects of the system and approve results.

The Customer will assist with any coordinated end- to-end testing with 3 rd party systems – a formal Payroll Parallel is not anticipated.
• Data Conversion Validation is a repetitive process to ensure that conversion routines function properly and that both the automatic and manually converted data results are expected. This validation is the responsibility of the Customer stakeholders.

The project will follow a structured testing methodology that includes:
• Create a Test Plan that is reviewed and agreed to by the key project team members and the Steering Committee. 867

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• Create the test cases and scripts based on the best practice business flows. • Determine the input data and expected results for each test. • Execute the tests in a controlled environment.
• Address prioritized issues, and retest.
• Monitor and report the results of each test.
• Plan for, and regression test, where needed.
• Track and report the progress of the testing effort in the Project Status Reports and the Project Plan. • Obtain formal approval from the testers and the Customer management that the test was successful and demonstrated that the system will support their business requirements.

During the Project Management Activities at the beginning of the project, Denovo and the Customer will create several deliverables together including a Test Management Plan inclusive of managing plans around quarterly updates . It contains the overall scope of what will be tested, the testing methodology that will be used, the types of tests that will be executed and the dependencies, assumptions and responsibilities for each test cycle.

Organizational Change Management
Denovo concentrates highly on activities that harness employees’ knowledge to create organizational knowledge. As such, the primary purpose of the Organizational Change Management (OCM) strategy is to facilitate a smooth transition to Customer’s new Oracle Cloud HCM system. Denovo’s Change Management lead, in consultation with Customer, shall develop an Organizational Change Management strategy based on a standard methodology, best practices from previous Denovo project implementations, and consideration of Customer’s culture and bandwidth.

Once the change management strategy is created, Denovo and Customer’ s Change Management Lead will jointly be responsible for executing the plan. Guidance, coaching, and Denovo tools/templates shall be provided to support Customer’ change management personnel for the execution of the OCM activities throughout the project lif ecycle.

Throughout the project the Customer will lead COM-related communications.

Training
Denovo will collaborate with Customer to establish a training strategy, in concert with OCM activities. Throughout the project the Customer’s core team (i.e., Super Users) will receive exposure to the solution, and informal training through knowledge sharing, participation in design, and hands on activities. This prepares the core team to be the lead trainers and the sole audience for Denovo’s “Train-the-Trainer” model.

Denovo shall provide Customer role-based training using the Train-the-Trainer model whereby Denovo will conduct the first session of each topic to be leveraged for Customer’s expanded training to end users. Denovo shall be responsible for creating training materials based on the standard base Oracle transactions, as well normal variations/use cases that have been solutioned for the customer. Exceptions, unique variations, manual tasks, policy related and other processes/transactions that go beyond the base transactions will be created by the customer’s training team, re -using the Denovo provide base training material where possible. Denovo training documents will be provided in an MS Office format (or other agreed to formats where applicable), complimenting Oracle’s online tutorials, training materials and videos. Customer may also enhance the training material by adding above mentioned exceptions and variations, non - system related policies, user procedures, and other examples or comments to enhance the mater ials.

End-User training is done by the core team (i.e., Super Users). At a point when Oracle Learning is in production and users enabled, Customer may add to catalog and assign to end users . If needed, Denovo can provide both Train -the-Trainer programs and End- User training if requested as additional services. Additionally, should the Custom desire to use members of a Learning and Development team instead of customer core team members, Denovo will analyze schedule 868

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and effort impact, as typically adding non -core team members to perform training requires extensive activities to bring them “up to speed” on how to use Oracle and the related solution.

Documentation
Following our methodology templates, Denovo will prepare the following system documentation/artifacts in addition to the project deliverables:
• Enterprise Structure design
• Requirements Questionnaires and RTM
• Pre-Planning, Strategy and Design documents
o Change Management, Training, Data Conversion, Integration, Reporting • Configuration Worksheets
• Test Scripts
• Training Materials
• Cutover Plan
• Technical Reference Manual (including System Architecture)

Production Cutover Activities
Denovo will develop a deployment plan by compiling the cutover activities to migrate from their current application to the new solution. The deployment plan will be executed during the cutover period and Customer will be required to validate the application before taking over and commencing operations on the new solution.

Post-Production Support
Denovo will provide four (4) weeks of “Hypercare” for each deployment . This Hypercare period focuses on managing critical issues that affect the production system and its operational use. In addition to critical issues, Hypercare provide s the opportunity to address non -critical issues prioritized by the Customer . These non-critical issues are typically items end users identify as they start to use the system; often, it can be a business process that doesn’t work as they expected, requiring a work-around or items that they would like to change to provide a better user experience and/or transaction process. Hypercare does not include new development.

The logging and management of post-production support issues is based on the use of Denovo’s standardized Smartsheet based issue tracker (repurposed from prior testing/issue tracking events) . Should the customer desire to use something different than Denovo’s standard Smartsheet tool Denovo will analyze schedule and effort impact, as Denovo’s methodology and timeline is build on leveraging our internal project best practices, process, tools and artifacts.

Hypercare generally includes:
• On-Demand Production Systems support
• Issue troubleshooting and resolution (excluding Oracle product defects) • Coordination with Oracle Support
• Testing/Retesting Support
• Applicable Quarterly Release uptake in DEV, TEST & PROD environments during the four-week period

Denovo Responsibilities Customer Responsibilities
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• Provide process, tools, and approach for issue
triage, logging and managing
• Provide support management, functional and
technical resources, with knowledge of the
implemented solution; in most cases these
will be team members who implemented the
solution.
• Manage and conduct triage, troubleshooting
and ticket resolution.
• Provide Knowledge Sharing to Customer’s
post-Hypercare support team
• Produce bi-weekly Hypercare status report
• Identify and log tickets, meet when needed
with Denovo support team to triage,
troubleshoot, test, and approve production
release of final ticket resolution.
• Manage and conduct testing of resolution.
• Review and align any recommended
workaround/business process changes.
• Participate in Knowledge Sharing from Denovo
team

Denovo will leverage a ticket-based system to track issues to closure. Additionally, final system documentation, including updated configuration documents, will be delivered.

4 Project Deliverables
The following table includes the core deliverables for this project:

Project Stage Deliverable Type Acceptance Criteria
Initiate Project Kickoff Event Kick-off presentation prepared and delivered Project Plan and
Schedule
Document A project plan, aligned to duration depicted in the SOW has been published. The plan depicted major activities, high level tasks, resource assignment by organization,
target end dates and dependencies.

Organization Change
Assessment Report
Document An OCM Assessment report, resulting from interviews and observation, is published. The report contains
findings related to executive and stakeholder alignment, organization transition readiness and recommendations
to facilitate transition to the new solution.

Design Design Workshops Event Scheduled design workshops have completed, results are documented, and a plan exists to resolve any remaining
open issues. The City/Customer will have discretion
should additional design workshops be required to
leverage the system to its full capabilities.

Future State Business
Process Flows
Document The high-level Future State process flows based on Oracle’s Modern Best Practices are published and reflect process flow refinements identified during the design
workshops.

Fit/Gap Document Document A document identifying where the existing Oracle solution does not meet business process needs has been
published. The document contains recommendations on
how to close any gap in functionality. The City/Customer has discretion on which recommendations are accepted
and executed.

Configure CRP1 Complete Event CRP1 is completed, results are documented, and a plan exists to address configuration changes and/or
remaining open issues.

CRP 2 Complete Event CRP2 is completed, results are documented, and a plan exists to address configuration changes and/or
remaining open issues.
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Deliverable Acceptance Process
For purposes of acceptance of the Solution (or portions thereof), the parties intend to use the following staged acceptance procedure for system and non-system deliverables.

Non-System Event Deliverables
All completed non-system deliverables (e.g., documents or artifacts) will be reviewed by Denovo's Project Manager and emailed to the Customer Project Manager (or uploaded to the designated project repository). Denovo Project Manager shall notify the Customer Project Manager and submit a Deliverable Acceptance Certificate. Upon Denovo's submission of a completed Deliverable, Customer shall review the Deliverable and approve it or notify Denovo of the discrepancies and errors found in the Deliverable, within seven (7) consecutive business days, unless otherwise mutually agreed to in writing by the Project Managers of both the parties.

If Customer requires revisions to the submitted deliverables, all the required changes will be consolidated by the Customer Project Manager into one document and provided to Denovo Project Manager within the stipulated time period. Denovo will then revise the Deliverable or satisfactorily provide written explanation of the reasons for Accepting the Deliverable “as is” within seven (7) consecutive business days. Upon receipt of the revised Deliverable or receiving a satisfactory written explanation for the deficiencies identified, the Customer Project Manager will verify that the changes were incorporated and accept the deliverable within seven (7) consecutive business days using the Deliverable Acceptance Certificate. In the event that neither approval nor feedback from Customer is received within stipulated time period, the deliverable shall be considered approved.

System Event Deliverables
Upon completion of a system event (e.g. CRP Complete), the Denovo Project Manager shall submit a Deliverable Acceptance Certificate to the Customer Project Manager. Upon Denovo 's submission, the Customer Project Manager shall verify the completion of the system event and provide an acceptance within seven (7) business days.

Except as otherwise provided herein, Customer shall not use the Deliverable in a production environment or in the ordinary course of the conduct of their business prior to Acceptance of the Deliverable and such use shall, without the written consent of Denovo, be deemed Acceptance of such Deliverable.

Deliverable Acceptance Certificate
Test System Integration
Testing (SIT) Complete
Event System Integration Testing has completed, results are documented, and a plan exists to address High/Critical
open issues.

User Acceptance
Testing (UAT)
Complete
Event User Acceptance Testing has completed, results are documented, and a plan exists to address High/Critical
open issues.

Deploy Training Delivered Event Train-the-Trainer Training delivered as per plan.

Feedback gathered for end user training. Denovo will
provide training documents to the City/Customer for
customization.

Solution Deployed to
Production
Event A go/no go decision has been completed. The solution configuration and supporting code has been migrated to
production, as has business data. The system is available for operational use.

Post-Production
Support Period
Complete
Event Production Support and stabilization services
(“Hypercare”) delivered for four (4) weeks, including
oversight of two (2) pay periods.
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This deliverable acceptance template will be utilized to formally document the completion of deliverables associated with payment milestones.

5 Project Governance

Denovo will deliver the Services under a governance structure formed by Denovo and Customer to enable the following objectives:
• Empower a strong cross -functional team with clear accountabilities and responsibilities.
• Enable transparent monitoring and reporting of all Project activity through weekly status reporting, project plan status, as well as regularly scheduled meetings.
• Manage risks and escalations effectively through the use of the RAID log and RACI chart, described in the Project Charter.
• Build control mechanisms to protect all employees and the program. • Enable effective decision making at an appropriate level. • Manage quality and compliance.
• Enable engaged and empowered employees across the organization.

Customer Contact Information
Project
Author
Preparation Date
Customer Name
Contact Name
By signing below, you are acknowledging the receipt and acceptance of the specific documents below and acknowledge that items shown as ‘pending’, if any, are being deferred to a later time.

Pending Tasks or Comments
Task or Comments Est. Completion Date

Completed Deliverable(s)
Deliverable Comments Date Created /
Completed

Signature Block
Resource Entity Signatures Date

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In support of these objectives, the Project governance organization and Customer’s role within it will be structured as depicted above.

Denovo will support Customer’s management presentations to the Executive Steering Committee to provide status of Denovo services and/or answering clarifying questions about Denovo’s activities.

Key governance committees and roles and their corresponding responsibilities are as follows:

Committee and/ or Role Responsibilities
Executive Steering
Committee (“ESC”)
Consisting of executives from Customer, the ESC will meet monthly throughout the Project and otherwise as needed. ESC members are the primary source for communicating Customer long-term goals and vision, setting priorities, approving scope changes, and resolving Customer issues. The ESC aids in promoting the Pro ject throughout the organization.
• Ultimate authority and accountability for the budget, scope, schedule, and success of the Project
• Establish overall definition of success for the Project. • Monthly review of all key performance indicators and business value metrics • Final point of escalation for scope change, issue resolution, resources, and risk management
• Executive stakeholder representation at all key milestone events • Verify alignment with Customer strategy and guiding principles. • Commit the required resources to the Project.
• Set and measure the metrics for the Project and hold Customer Project team members accountable to those metrics.
• Empower Project leadership and the project teams to make decisions. • Resolve escalated issues
Project Management
Office (PMO)
The joint Denovo/City Project Management Office will provide end-to-end coordination, visibility and governance over planning and delivery to achieve the Pro ject’s defined strategic objectives and scope while keeping the various projects comprising the program on-schedule and within budget:
• Provide a consistent disciplined approach to project management across the Project.
• Manage communications to Project Sponsors and other Customer leadership forums.
• Define and maintain the standards within the Project. • Development, distribution, and enforcement of standardized project management policies, processes, and procedures throughout the entire Project • Maintain focus on Project goals and objectives.
• Develop metrics for project status reporting, including scope, schedule, cost, and risk.
• Attend all ESC meetings and represent the Project to the Sponsors. • Provide updates and recommendations to the Project Executive Sponsors and ESC • Monitor issues and risks and escalate those that cannot be resolved.

Denovo’s PMO will:
• Provide generic/blank project governance templates for Customer’s consideration. • Provide input into Customer’s governance strategy.
• Provide input on Customer’s project plan and assist Customer with the administrative gathering of information relating to status tracking of Denovo activities.
• Support Customer to draft issues and risks and provide recommendations on actions to remediate based on Customer input; Customer needs to identify the issues and risks and determine the remediation plan.
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Unless otherwise agreed as part of the to be established governance process, the City Executive Sponsors and the City Project Manager will have overall responsibility and authority for timely driving all project decisions, reviewing and approving all deliverables, facilitating discussion and communication among stakeholders as needed, and securing any required City or third-party resources not under Denovo’s control. The City Executive Sponsors and City Project Manager shall coordinate all activities related to this effort.

Schedule Management
In relation to Schedule Management Denovo leverages a Smartsheet project plan/WBS that includes listing of activities, deliverables, and milestones and is available for all project team members to view in support of meeting schedule commitments. The Smartsheet project plan includes a planned start and finish date, duration, task dependencies, and resources assigned to each activity.

Risk Management
Risk management is the process of identifying, assessing and controlling threats that may impact the successful implementation of this project. These risks stem from a variety of sources technology issues, resourcing estimation, and communication breakdown.

As risk is a shared exercise among business leaders and teams across the enterprise, the Parties share responsibility for identifying, mitigating and communicating potential risks and disruptions. One of the simplest ways to improve collaboration between project teams and business units is to improve communication between the two. Denovo will bring, as part of the Project Governance process and tools, a Smartsheet based Risk, Action Item, Issue, and Decision (RAID) log.

Contract Management – Change Control
A Project’s scope clarifies and defines the construct, depth, and breadth of project, as well as sets the foundation for the resources/effort, schedule and ultimately the expected realization of the project’s benefit to the Customer . The Change control process works to support scope management to ensure the execution of the project is in alignment to the budget, effort, and schedule. Additionally, when one or more of these facets require an adjustment, the change control process provides clear direction to both Parties for managing adjustments/exceptions. Change control achieves this by providing a managed process to document, assess, review, and facilitate approval/rejection of a potential impacts to a project’s progress, schedule, scope, and/or costs.

The Customer’s Project Manager, in collaboration with Denovo’s Project Manager, is responsible for managing changes to the project. Leveraging Denovo’s Change Control Process and its artifacts both Parties’ Project Managers will ensure changes are documented, reviewed, and agreed upon as part of the formal approval process.

The following steps describe change control process needed for any material change:
# Step Description
1 Identify a Change Any team member can identify a change to scope, schedule and/or budget/effort. The team member communicates the identified change to the Project Manager(s).
2 Generate Initial Change
Request
The Denovo Project Manager creates and logs an initial Project Change Request (PCR) form to formalize the request using Denovo’s standardized PCR form.

The PCR is assigned to a Denovo analyst to progress Research and Impact analysis of the potential change.
3 Research Change Request Research and Impact Analysis is performed by a Denovo analyst(s), and a n internal Denovo review cycle is initiated. The PCR is updated accordingly based on the results of the internal Denovo review.

The following items are considered as part of research into a specific Change Request.
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# Step Description
• Business Need/Impact – What is the impact on the business if this change is implemented? What are the benefits to be achieved with this change? • Cost — What are the financial aspects of the change? How is the budget affected?
• Timeline — What happens to commitments that the program team has already made?
• Deliverables — What modifications must be made to existing deliverables?
• Effort and Resources — What resources are required? What is the expected effort to make the change?
• External Impacts — Impacts to other related programs and/or teams. • Other Implications — Risks or quality considerations? Implications of no change?
4 Recommend Resolution to
Customer
The PCR is provided to customer’s Project Manager, as well as presented to key stakeholders to confirm understanding, share the impact and support customer’s evaluation of the recommendation in the PCR
5 Customer Review and
Guidance
Customer’s Stakeholders review the PCR and recommendations, providing clarity and guidance as required prior to the formal submission of the PCR by Denovo.
6 Formal Approval/Rejection The Change is formally submitted, with details regarding the change and impact.

The customer reviews the change and either approves it or rejects it. 7 Finalize the Change If the change is rejected, the overall change log is updated to reflect the change status. If the change is approved, it is incorporated into the project as documented in the change request and progressed as approved.

In addition to the process steps above, the following applies to the Change Order process:
• Either Party may request changes to the Services and/or Deliverables, the Project Schedule, the parties’ respective responsibilities, the inclusion of additional Services, as well as other aspects of the SOW (each represents a “Change Request”). Denovo wil l prepare a Change Request describing any applicable change, the effect that the change will have on the Services, Deliverables, parties’ respective responsibilities, schedule, or other aspect of the SOW.
• The Customer Project Manager will evaluate proposed Change Requests to determine whether such proposed Change Request will be (i) mutually approved, (ii) rejected, (iii) sent for further analysis or identified as requiring additional detail (“Impact Analysis”), or (iv) deferre d. The proposed Change Request will be assigned to a team comprised of representatives of both Parties to complete this analysis. • To the extent the changes to be implemented in accordance with a Change Order impact the fees, Denovo shall promptly submit materials and information showing the anticipated impact of such Change Order. No Change Request or Change Order shall be implemented unless and until Denovo and Customer have approved such Change Order in writing. These types of Change Orders will have to be escalated by Customer Program Manager to the Executive Steering Committee and Sponsor Team for final approval and acceptance. • Approved Change Requests will be subject to amendment to the Contract.

Escalation Procedures
It is the intent of Customer and Denovo to resolve disputes and other issues in a constructive manner that reflects the concerns and commercial interests of each party. Each team, committee or board shall work in good faith to promptly and fully resolve all disputes or issues submitted for their review. Where possible, disputes or issues will be resolved by the appropriate levels of authority without the need for escalation. From time to time, however, disputes may arise that cannot be resolved despite the best efforts of the members of the applicable team, committee, or board. In such cases, the following steps are to be followed in escalating disputes or issues between the parties.

1. Customer and/or Denovo may decide that escalation is appropriate when resolution of an issue appears unachievable at the work stream, Denovo cloud transformation program manager or City Project Manager levels of the project organization.
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2. Escalation: If a resolution is not reached in the levels described above, the issue will be escalated. If an issue is escalated:
o Documentation: The relevant team will consult with the City Project Manager to develop a short briefing document called ‘Statement of Issue for Escalation’ that describes the dispute, relevant impact of the dispute, and the position of each party. Denovo Project Manager may assist the City Project Manager in the creation of this briefing document.
o Executive Sponsor Authority and Executive Steering Committee: City Executive Sponsors will be assisted by Denovo Sponsors to resolve a dispute or an issue. If the Executive Sponsors are not able to resolve the matter, a meeting will be scheduled with the Executive Steering Committee as promptly as possible. Such a meeting may be carried out by telephone or video conference. The Statement of Issue for Escalation will be sent in advance to the committee.

3. Final Resolution: If, for any reason the members of the Executive Steering Committee are unable to resolve a dispute after the dispute is first escalated, either party may proceed to pursue any rights and remedies not prohibited by the SOW.

Communications Management
The communications management aspect of project management is, by definition, the media component of the project.

Through a communications management plan , system the data is managed and transferred from origin to the various action centers. Denovo recognizes communications management is the key to getting things done.

The basic components in the process are the human resources utilizing their respective skills and knowledge; the hardware and software systems; the decision-making procedures; and the language interpretation processes.

Denovo shall not engage in any communication with the media or the public related to the Work without the prior written consent of the City.

Project Documentation Repository
A Project Repository (Smartsheet and SharePoint) will be used for document collaboration. This includes all documents and logs including, but not limited to, deliverables, supporting documents for deliverables, RAID logs, status reports, minutes of meetings, design documents, and configurati on data. The project repository tool will be used as the central repository for the project. Customer and Denovo Project Managers will create the structure for the repository, and in partnership with Customer , will determine the access levels of the project team members for the artifacts. A separate communication will be sent to the project team members to inform them on the location, structure, accessibility, process for creating, uploading, modifying, and viewing the artifacts within the repository.

The project repository will be hosted by Denovo with access being provided to key team members of the Project. All Customer-specific collateral will be available for download for sixty calendar days at the end of the project.

6 Team Roles and Expectations

Denovo will work cooperatively with City staff and, if applicable, the staff of other City contractors to ensure the completion of the Work. City may, in its sole discretion, use other contractors to perform activities related to the Work that are not contained in the Contract or to perform any of the City ’s responsibilities. In the event of a conflict between Denovo and any other City contractor, the Parties will resolve the conflict through the Escalation Procedures in Section

5. Denovo will ensure that all tasks and reporting requirements are completed on time and to the City ’s specifications.

Denovo will meet regularly with the City Project Manager to discuss updates and any significant deviations from the milestone schedule outlined below. The frequency of these meetings will be weekly with the timing determined by the Denovo and City Project Managers. The meetings should include discussion of potential and real project risks. Denovo 876

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shall use the project plan in these regular meetings with the City Project Manager and will update the project plan as necessary before these meetings.

This section describes the project team roles and responsibilities, and Customer engagement expectations.

High Level Tasks and Responsibilities
The tables below identify the lead responsibility for Denovo and Customer for key tasks on the project.

Lead The party that is responsible for performing the task and performing majority of the work.

Co-Lead The parties shall share responsibilities for performing the tasks and work.

Assist The parties assist in actively creating part of the Deliverable or performing the activity

The designated Customer participants shall be made available during the project for the interview, system demonstrations, system testing, decision-making, and other tasks related to this project.

Role/ Resource Responsibility Denovo Customer
Executives Sponsors Project Oversight Co-Lead Co-Lead
Resolution of Escalated Issues Co-Lead Co-Lead
Project Manager Planning and Management Co-Lead Co-Lead Status Reporting and Project Team Communication Co-Lead Co-Lead Steering Committee Reporting/Communications Assist Lead Project Communication to Stakeholders Assist Lead
Risk Management Co-Lead Co-Lead
Issues Management Co-Lead Co-Lead
Denovo Resource Allocation Lead -
Customer Resource Allocation - Lead
Scope Control Co-Lead Co-Lead
Change Order Processing Lead Assist
Deliverable Review and Approval Assist Lead
Stage Gate Signoff Assist Lead
Customer System 3rd Party Vendor Management - Lead
Change Management /
Training Lead /
Trainers

Initial OCM Analysis Co-Lead Co-Lead
Develop Change Management Strategy Co-Lead Co-Lead
Execute Change Management Strategy Assist Lead
Communicate organization changes Assist Lead
Identify impacted stakeholders Assist Lead
Manage Customer Change/Acceptance Assist Lead
Conduct Go-Live Readiness Assessment Co-Lead Co-Lead
Training Plan Development Co-Lead Co-Lead
Training Curriculum Definition Lead Assist
Training Plan Execution – Train-the-Trainer Lead Assist Training Plan Execution – End-User Training Assist Lead Enterprise / Solution
Architects
Functional Design Lead Assist
Technical Architecture Lead Assist
Technical Design Assist Assist
Quality Assurance Assist Assist
Process Owners /
Business Lead & SMEs /
Functional Leads
Process Decisions - Lead
Functional Design Lead Assist
Business Process Standardization Assist Lead
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Role/ Resource Responsibility Denovo Customer
Solution Regulatory Compliance, with the exception of
requirements identified within the Contract
- Lead
Conduct CRPs Lead Assist
Functional Issues Resolution Lead Assist
Configuration Documentation Lead Assist
Data Cleanup and Validation Assist Lead
Create Test Scenarios Assist Lead
Create Test Plan Co-Lead Co-Lead
Create Test Scripts Lead Assist
Data Reconciliation (for conversion and integration) Assist Lead Unit Testing Lead Assist
System Integration Testing (SIT) Lead Assist
User Acceptance Testing (UAT) Assist Lead
Create Train the Trainer Material Lead Assist
Document Functional Use Cases Lead Assist
Training Delivery Assist Lead
Technical / Conversion /
Integration Leads
Technical Design Lead Assist
Configuration and Build Activities Lead Assist
Data requirements and templates Lead Assist
Data extracts from legacy and third-party systems - Lead Data cleanup - Lead
Data loads Co-Lead Co-Lead
Data Reconciliation (for conversion and integration) Assist Lead Interface Development Lead Assist
Reporting Development Co-Lead Co-Lead
Security Configuration (setup users, roles, etc.) Co-Lead Co-Lead System Integration Testing (SIT) Lead Assist
User Acceptance Testing (UAT) Assist Lead
Compliance of technical configurations with Customer
standards for Security, IT Compliance
Assist Lead
Customer Engagement Expectations
The following table highlights the “ Total Estimated Project Average participation ” by Phase, role and project stage for Customer team member engagement. It is important to understand the demand of this workload on the Team to help manage their day-to-day activities and still be able to participate in the project for a successful transformation.

Moreover, Denovo acknowledges that Customer personnel may fill more than one role and be involved in multiple phases, impacting allocation levels over time. As such, the Denovo and Customer Project Managers will reconfirm and/or refine the time allocations by role and update the Project Plan, Project Team as needed based on Holidays, Vacation or Company work demand.

Role Initiate Design Configure Test Deploy
Executive Sponsors 5% 5% 5% 10% 10%
Project Manager 75% 75% 75% 75% 75%
Change Mgmt. Lead 0% 5% 10% 40% 80%
Process Owners 10% 60% 40% 60% 60%
Functional Lead(s) 10% 40% 40% 80% 80%
Technical Lead 10% 80% 80% 80% 80%
Data Conversion Lead 10% 40% 80% 80% 80%
Integration Lead 10% 40% 80% 80% 80%
Additional SMEs 0% 20% 20% 60% 60%
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Role Initiate Design Configure Test Deploy
Additional Testers 0% 0% 0% 60% 60%

7 Assumptions
The scope, timeline and estimated cost are based on the following assumptions. A change in these assumptions may impact the project.

Scope and Solution Assumptions

1. Denovo’s scope and estimates are based on our current understanding of the and various important assumptions we made about the project, including assumptions about how your organization will share in the project work. Any change to the project assumptions could impact the overall pro ject cost and may require the Contract Change Request process to be followed.

2. Onsite travel assumed as 20-25% for onshore resources per the typical model. Denovo will work with Customer to align expectations for onsite delivery.

3. Oracle Cloud provides good documentation and videos for training. Customer will take a leadership role in pulling together and organizing the training collateral to ensure it aligns with their business processes. Denovo will provide working examples and assist with this process.

4. No additional third- party solutions (e.g., t ime clock s, etc.) are required . The cost of any such solution , configuration and related activities is not included in the SOW price.

5. Oracle Cloud does not support any direct database access . All integrations must be supported by direct file integrations (HDL, etc.) or supported Oracle APIs.

Project Execution Assumptions

6. Standard Processes – Customer will accept standard Oracle business flows and ‘Modern Best Practices’ .

City/Customer will have final authority on acceptance to ensure ‘Modern Best Practices’ align with the City/customer needs.

7. Standard Functionality – The Oracle software is designed to provide configurable capabilities to Enable commonly used modern best practices. The Customer agrees they will leverage standard functionality without customization and adopt Oracle modern best practices where feasible and practical for their business.

Where necessary, the Customer agrees to modify their current business processes or practices to leverage the capabilities of the Oracle software as it was designed. The City/Customer will have final authority in identify the business processes to be modified. In situations where the software does not support a requirement of the business, Denovo will work with the Customer to find a suitable work around, including a manual process, if necessary, to avoid customizations of, or extensions to, the application.

8. Personalizations – The Oracle software provides capabilities for user defined personalization s, including but not limited to hiding and moving fields, adding additional validation or navigation logic, customizing the look and feel of a page, etc. Personalization’s have not been identified at this stage (as they are dependent on personal/organizational preference) but may be included in the project via Change Request.

9. Environments/Instances: Where this document refers to environments/instances, it is referring to one of the following environments to be established for this project: DEV, TEST, PROD.

10. Data Conversion - Customer will be responsible for all data extraction, mapping and data cleansing activities to support the data conversion effort. Data conversions will be limited to active data and whatever data is needed to properly utilize the functionality within Oracle. Denovo will supply Customer with a data format for all information to be converted. Data quality i ssues resulting from incorrect or duplicate data are the Customer’s responsibility and may result in additional effort and cost for Denovo.

11. “Train-the-Trainer” Model - Our methodology assumes a “train-the-trainer” model, which means we train the core project team, who will be responsible for training end users. Denovo will mentor the customer’s team through this process.
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12. Data Cleansing - Customer will take a leadership role in cleansing their legacy data and organizing the information to be imported into Oracle HCM Cloud. Data cleansing includes:
• Eliminating unnecessary data records,
• Identifying and correcting inaccurate data,
• Merging duplicate data, e.g., multiple vendor master files, which will need to be consolidated for a single vendor,
• Reformatting and standardizing data so that it can be converted, • Gathering information that does not exist in any legacy system but is required in the Denovo solution, Learn the Oracle Cloud import process.

13. Journeys – journeys required to complete the proposed solution are described in this SOW based on the information provided by Customer. Additional journeys may be included in the project via Change Request and estimated individually.

14. Approval Workflows – approval workflows required to complete the proposed solution are described in this SOW based on the information provided by Customer. Additional workflows may be included in the project via Change Request. The following assumptions can be used as guidelines to understand how the complexity affects the underlying work effort and associated estimates that have been presented for the workflows envisioned for this project. The City/Customer will be at the discretion in the identification of workflows that are selected.

• Low complexity means a workflow with one (1) level of approval, no FYI notifications to system users, and any workflow triggers a re aligned to standard available fields in Oracle (excluding any custom DFF, values, and/or other data unique to the customer). Development, testing and related full lifecycle implementation effort required for LOW complexity items is generally 20 – 40 person hours. • Medium complexity means a workflow with one or more of the following attributes; two (2) levels of approval, fewer than two FYI notifications to system users . Additionally, any workflow triggers are aligned to standard available fields in Oracle (excluding any custom DFF, values, and/or other data unique to the customer). Development, testing and related implementation effort required for MEDIUM complexity items is generally 40 – 80-person hours. • High complexity means a workflow with one or more of the following attribute s; three (3) or more levels of approval, three or more FYI notifications to system users , workflow triggers extend beyond the standard available fields in Oracle and utilize custom DFF, values, and/or other data unique to the customer. Development, testing and related implementation effort required for HIGH is generally 80 – 120-person hours.

15. Fast Formulas – required to complete the proposed solution are described in this SOW based on the information provided by Customer. Additional Fast formulas may be included in the project via Change Request. The following assumptions can be used as guidelines to understand how co mplexity affects the underlying work effort and associated estimates that have been presented for the Fast Formulas envisioned for this project.
• Low complexity means fast formula requires means does not require custom set ups with complexity of calculation logic is easy (no conditions, few inputs). Development, testing and related full lifecycle implementation effort required for LOW complexity items is generally 30 -50 person hours. • Medium complexity means a fast formula requires means it requires additional custom set ups with complexity of calculation logic is moderate (some logic and conditions). Development, testing and related implementation effort required for medium complexity items is generally 50 – 100 person hours.
• High complexity means a means fast formula requires means it requires additional custom set ups with complexity of calculation logic is complex (advanced logic and multiple rules). Development, testing and related implementation effort required for High is generally 120- 160 person hours.

16. Interfaces, Reports, Conversions – the technical components required to complete the proposed solution are described in this SOW based on the information provided by Customer. Additional technical components may be included in the project via Change Request. The following assumptions can be used as guidelines to understand how the complexity affects the underlying work effort and associated estimates that have been presented for the technical work envisioned for this project. 880

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• Low complexity means a report or integration (BI, RDF or other) which references only one object (table, view, package) to return or load required data. Effort required for LOW complexity items is generally 20 – 40-person hours.
• Medium complexity means a report or integration (BI, RDF or other) which references two to three objects (table, view, package) to return or load required data. Effort required for MEDIUM complexity items is generally 40 – 80-person hours.
• High complexity means a report or integration (BI, RDF or other) which references four or more objects (table, view, package) to return or load required data. Effort required for HIGH complexity items is generally 100 – 160-person hours.

17. Decisions - T he customer’s management and key project participants will make timely decisions concerning issues raised by the project team. Expectations of decision making are:
• Critical/Urgent decisions, defined as impacting forward progress or schedule, must be made in 2-3 business days.
• Standard decisions, based on the project calendar, must be made in 5 business days . • Note: If decisions are delayed and dates are missed, a change order for those days may result.

18. Material Changes to Design – After the completion of the final conference room pilot in the configure stage, including the resolution of any issues that represent major gaps (would not go live without the gaps resolved) in the design that came out of testing, the design of the software including the application modules as configured, the interfaces and reports as developed and tested is to be deemed complete. Any material changes to that design requested beyond this point in the project are considered out of scope and the effort and time to redesign the solution will require a change request.

19. Standard Methodology – Denovo’s implementation methodology including the project management process has been developed over years of implementing Oracle software and adherence to a proven methodology is required for the project to be successful. Any material changes to the methodology must be approved in writing as evidenced by a change request.

20. Work Location – Denovo resources will perform work both onsite and remotely; offshore resources will also be engaged. Onsite schedules will be established within the Initiate (Planning) stage of each phase and maintained by Denovo Project Manager.

21. Remote Working - All parties are expected to have adequate equipment to conduct work in a remote manner, as needed.

Customer Participation

22. The timely and successful execution of this project requires active participation and engagement from the Customer. In addition to fulfilling the responsibilities described in this SOW, the following requirements must be met to ensure the effective execution of this project:
• With appropriate notice, Customer must make decisions or provide input on as agreed to by the parties, typically within two to five business days. Denovo will endeavor to provide ample time for requests requiring significant effort, but even in absence of specific timelines set forth for completion, Customer agrees to put forth the effort to respond to requests in a timely manner and not unduly withhold decisions or input so as to not hinder the progress of the pr oject. • If there is time lost to the project due to the inability of the Customer to fulfill their obligations in a timely manner or time lost to the project due to the Denovo team being asked to provide an inordinate amount of assistance to facilitate the Customer’s progress, Denovo may request a change order and additional budget or time.
• Customer agrees to assign employees in the business process owner roles that are competent, capable and empowered with the authority to make decisions on the Customer’s behalf. • The Steering Committee exists to provide executive support for the project and decision - making authority when issues or decisions have been escalated to their level. Customer agrees to provide access to the Executive Sponsors where decisions can be made on the project’s behalf. • Customer agrees to manage their team, and their responsibilities as set forth in this SOW. Denovo is responsible for providing the overall project approach and managing the overall project according to 881

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their methodology and project management process, but direct management of Customer resources shall be the Customer’s responsibility.
• Customer agrees to assign and adequately allocate a Project Manager as a single point of contact with regards to managing Customer’s responsibilities and meeting obligations and deadlines described in this SOW. Where needed, Customer agrees that project stakeholders and managers or supervisors of Customer staff assigned to the project will assist to make sure that project work is given the appropriate level of priority to not unduly impact the project schedule. Failure on the Customer’s part to intervene on the project’s behalf to address staffing shortfalls that are causing project delays will likely result in a change request.

Customer General Obligations

23. Listed below are general obligations that the Customer is expected to be responsible for:
• Obtain licenses for any necessary Oracle programs or subscriptions before the commencement of services associated with this project.
• Procure and provide the appropriate number of environments necessary to support the development, testing, and data conversions activities required throughout the project. • Select, purchase and install any supporting equipment such as workstations, printers, routers, wide area network (“WAN”), network cabling and printers to ensure that such equipment is configured properly and operating by the targeted dates defined in the project work plan. • Load all necessary software on project workstations and end -user workstations. • Assume responsibility for any required interface updates to your third- party systems. • Provide data for interface testing and any testing environment required. • Assume responsibility for defining the policies and procedures necessary for Customer’s audit and control requirements.
• Provide adequate workspace, access resources and normal business supplies for the duration of the Project. Workspace and resources include for example: desks, telephones, network lines, copiers, and printers’ access.
• If Contractor requires access to any City computer system to complete the Work, Contractor shall have and maintain all hardware, software and interfaces necessary to access the system without requiring any modification to the City’s system. The contractor shall follow all City policies, processes and procedures necessary to gain access to the City’s systems.

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8 Services Fees, Hourly Rates, and Travel Expenses
Denovo will perform the professional services associated with implementation on a fixed fee basis, totalling $2,800,000 (USD) in labor cost for the Oracle implementation services to be paid in accordance with Schedule A. All travel related expenses will be in addition to the labor fees and will be billed based on actual incurred travel expenses with no mark - up or administration fees.

Rates for Additional Consulting Hours
The following Denovo resource rates will be used for any additional work beyond the fixed fee scope and any budgeted and paid discretionary hours:

Consulting Roles Hourly Rate (USD)
Director / Solution Architect $250.00
Sr. Project Manager $225.00
Sr. Business Analyst/Lead $205.00
Sr. Technology Analyst/Lead $200.00
Business Analyst $185.00
Technical Analyst $185.00
Off-Shore Sr. Technical Analyst $85.00
Off-Shore Technical Analyst $65.00

Note: Above hourly rates do not include travel or other non- labor expenses, are valid through December 31, 2027, and are subject to a five (5) percent annual increase beginning January 1, 2028.

Travel Expenses
Denovo will manage travel expenses within the Customer -established budget of 8 - 12% of the total implementation services fees. The City will reimburse up to the 12%, any overages will not be the responsibility of the City. All planned travel will be reviewed and approved by Customer based on an estimate of travel event costs submitted by Denovo .

Customer will reimburse Denovo’s out of pocket expenses based on the following schedule.

Expense Action* Detail/Notes
Airfare Actual Cost
Per City of Costa Mesa Travel
Policies and/or Guidance
Meals Per Diem
Lodging Actual Cost
Auto Mileage Actual Cost
Parking Actual Cost
Taxis, Car Rentals, Gasoline Actual Cost

Other incidental expenses Actual Cost
*Actual Cost, Per Diem, Not to Exceed, or Not Reimbursed

Notwithstanding, if Customer has specified that its travel and expense policy shall be following in the Contract , Denovo will follow that policy. Denovo shall adhere to the U.S. General Services Administration (GSA) Travel guidelines for travel- related activities. All travel expenses shall comply with prevailing per diem rates, lodging limits, and transportation 883

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standards as outlined by the GSA. Denovo will utilize lodging within the City of Costa Mesa. Any exceptions shall be raised by the Denovo project manager, in writing, prior to materially beginning project activities.

Terms
Related to rates and invoicing, the following items apply to this Statement of Work:
• The Statement of Work is established with a fixed fee schedule for Services and Deliverables whereby the payments will be made upon Acceptance of the applicable payment milestones and Retainage Amounts will be released in accordance with Schedule A.
• Services may be added, revised , or deducted in accordance with the change order process set forth in the Contract. Change orders require the written approval of both Parties. Additional services may be delivered at the discounted hourly rates as outlined above.
• Any taxes applicable to the Consulting Services shall be added to each invoice for Services or materials rendered under this SOW. Customer shall pay any such taxes unless a valid exemption certificate is furnished to Denovo for the City of use.
• Payment terms are thirty (30) days via ACH.

9 Approvals

IN WITNESS WHEREOF, Denovo and the Customer have executed this Consulting Services Statement of Work as of the date set forth above.

City of Costa Mesa Denovo Ventures, LLC

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Payment Milestones
The following table lists the payment schedule to be invoiced based on completion of the applicable milestone .

ID Stages Payment Milestones Milestone
Amount
Retainage
Amount
Net
Fees
Phase 1
P1 - 1 Startup/Plan Project Kickoff $114,800 $11,480 $103,320 P1 - 2 Startup/Plan Project Plan & Organization
Change Assessment Report $154,000 $15,400 $138,600
P1 - 3 Discover/Design Design Workshops $212,780 $21,278 $191,502 P1 - 4 Discover/Design Future State Business Process
Flows $173,610 $17,361 $156,249
P1 - 5 Discover/Design Fit/Gap Document $196,050 $19,605 $176,445 P1 - 6 Construct CRP 1 Complete $212,780 $21,278 $191,502 P1 - 7 Construct CRP 2 Complete $173,610 $17,361 $156,249 P1 - 8 SIT/UAT System Integration Testing
(SIT) Complete $193,240 $19,324 $173,916
P1 - 9 SIT/UAT User Acceptance Testing (UAT)
Complete $193,240 $19,324 $173,916
P1 - 10 Deploy Training Delivered $97,980 $9,798 $88,182 P1 - 11 Deploy Solution Deployed to
Production $114,800 $11,480 $103,320
P1 - 12 Deploy Post-Production Support
Complete $84,050 $8,405 $75,645
Phase 1 Totals: $1,920,940 $192,094 $1,728,846
Phase 2
P2 - 1 Startup/Plan Phase Kickoff $56,000 $5,600 $50,400 P2 - 2 Discover/Design Design Workshops $97,980 $9,798 $88,182 P2 - 3 Discover/Design Future State Business Process
Flows $97,980 $9,798 $88,182
P2 - 4 Discover/Design Fit/Gap Document $97,980 $9,798 $88,182 P2 - 5 Construct CRP 1 Complete $97,980 $9,798 $88,182 P2 - 6 Construct CRP 2 Complete $84,050 $8,405 $75,645 P2 - 7 SIT/UAT System Integration Testing
(SIT) Complete $89,545 $8,954.50 $80,590.50
P2 - 8 SIT/UAT User Acceptance Testing (UAT)
Complete $89,545 $8,954.50 $80,590.50
P2 - 9 Deploy Training Delivered $56,000 $5,600 $50,400 P2 - 10 Deploy Solution Deployed to
Production $56,000 $5,600 $50,400
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P2 - 11 Deploy Post-Production Support
Complete $56,000 $5,600 $50,400
Phase 1 Totals: $879,060 $87,906 $791,154
Project Total: $2,800,000

Retention and Release
Denovo shall provide Customer with an invoice upon completion and acceptance of each payment milestone described in Schedule A, which Customer shall pay in full, less the specified retainage amount (“Retainage Amount”), in accordance with the payment terms.

Each invoice will describe the Services performed, the payment milestone(s) achieved, the applicable Retainage Amount, the Net Fees due and owing and, if applicable, a reasonable itemization of reimbursable expenses.

The total Retainage Amount for each phase as described in Schedule A shall be paid in full upon completion and Acceptance of all payment milestones for the given phase. Denovo shall provide Customer with an invoice for release of each Retainage Amount. Customer can apply funds available in the deposit collected as part of Section 4(A) of the MSA with proper communication to Denovo.

886
SERVICE ORDER 001 - Managed Services

Customer: City of Costa Mesa Contact: Carol Molina
Address: 77 Fair Drive Phone Number: TBC
City, State, Zip: Costa Mesa, CA 92626 Email Address: [email protected] MSA Referenced: September 1, 2025 Initial Term: Twenty-Four (24) Months Effective Date: September 1, 2025 Successive Term: Two (2) - One (1) Year Options

This Service Order (“SO”) is by and between Denovo Ventures, LLC. (“Denovo”) and City of Costa Mesa (“Customer”) (each a “Party” and collectively the “Parties”) and is subject to the terms and conditions of the Master Services Agreement (“MSA”) referenced above that has been executed by the Parties.

The Initial Term will begin on the Effective Date and end on the date set forth above. Customer will have the option to renew this SO for two (2) Successive Term(s) (as defined above), Customer shall provide written notice of renewal at least sixty (60) days before the end of the then current term. Such notice of renewal will become effective on the date the current term expires.

1. Definitions. Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A.

2. Entire Agreement. The MSA, this SO, its Attachments and Exhibits constitute the entire agreement between the Parties relating to the subject matter hereto. All previous service orders and amendments thereof are hereby superseded and replaced in their entirety.

3. Service Entitlements – Oracle Cloud Applications
Column 1:

Entitlement(s)
Column 2:

Metric
Column 3:

QTY
Column 5:

Description
Functional Support Oracle Application
Modules 1
Denovo will provide Functional Support for the following modules:

Oracle ERP/SCM Cloud for up to Seven Hundred users of the following modules: Financials (General Ledger, Accounts Payable, Accounts Receivable, Fixed Assets, Cash Management, Projects and Grants Management, Expenses, Self -Service), Procurement (Purchasing, Self - Service), Supply Chain Management (Inventory Management), and delivered reporting.

Oracle EPM Cloud for up to Twenty-Five users of the following modules:

Budgeting (Operating, Workforce, Capital) and delivered reporting.

Oracle HCM Cloud for up to One Thousand users of the following modules: Core HCM (HR Organizations, Employees, Work Structures, Benefits, Absence Management), HR Help Desk, HCM Communicate, Touchpoints, Payroll (Payroll Processing, Compliance and Reporting), Time and Labor (Time Reporting and Management), and delivered reporting.

Functional Support Services consist of Denovo’s responses to Customer issues and inquiries regarding the functioning and use of the Applications as submitted by Customer’s Authorized Contacts. These services exclude the development or implementation of new functionality, new business locations, new business units, or new reports, programs, or objects.

Denovo shall provide F unctional Support Services during the h ours (8:00 AM to 5 :00 PM PST, Monday through Friday). The Service Coordinator will supply Denovo with the names of up to fifteen (15) Customer employees who qualify as Authorized Contacts. Customer may purchase additional Authorized Contacts. Functional Support Services will not be offered on Denovo’s holidays, which shall not exceed ten per calendar year. Denovo will provide 24x7 support for Priority One issues.

Upon proper request from the Service Coordinator, Denovo shall promptly process any additions, deletions, or changes to the list of ATTACHMENT 4
887
Column 1:

Entitlement(s)
Column 2:

Metric
Column 3:

QTY
Column 5:

Description
Authorized Contacts and address declarations of Critical Processing Periods.

In the event of a Critical Processing Period—that is, when Customer is engaged in critical business processes such as acquisition activities, special payroll periods, or fiscal year closes—Denovo will: i. Notify its operations and support personnel of the special requirements; ii.

Refrain from scheduling maintenance or downtime during the period; and iii. Accelerate its response to incidents and service requests.

Denovo’s efforts are subject to resource availability and overall staffing requirements. Customer must promptly notify Denovo upon identifying the need for a Critical Processing Period, provide at least five business days’ notice, and ensure that each period does not exceed 48 hours.

Critical Processing Periods may only be designated for events beyond typical day-to-day activities, with Customer being entitled to four such periods per year.

Denovo and Customer will conduct pre -planning sessions to review support requirements for Critical Processing Periods. During these sessions the Parties will define the expected support requirements.

Release Management per installation per
month 1 per Quarter
The QTY specifics the number of Installations for which Denovo will provide Release Management services.

Denovo will provide Project Management, Technical Leadership, and Application skills to assist Customer with Oracle quarterly release updates.

Customer is responsible for procuring vendor-provided maintenance for the Oracle Applications supplied by Customer under terms that permit Denovo to receive and administer such maintenance.

The Service does not include the upgrade of any third- party applications.

Integration
Management Per Integration Up to 20
Integrations
The QTY specifies the number of integrations Denovo will manage for Customer.

The service includes monitoring, and issues resolution. The service does not include the services required to develop new integrations or to implement changes to existing integrations.

The list below is the integrations which have been defined. • Out-of-the-box integrations between Oracle Cloud modules, • US Bank P-Card to Oracle AP,
• Commerce Bank Payments to Oracle AP,
• Oracle AP to JP Morgan Direct deposit,
• Oracle AP to JP Morgan Positive Pay,
• Tyler Land Mgmt. to Oracle AR,
• Central Square to Oracle AR,
• ActiveNet Recreation to Oracle AR,
• Pettrack to Oracle AR,
• Tyler Land Mgmt. to Oracle Projects,
• AssetWorks to Oracle Fixed Assets,
• TeleStaff (Fire Dept.) to Oracle Time & Labor,
• Oracle Payroll to PERS,
• Oracle Payroll to PARS,
• Oracle Payroll to CA457,
• Oracle Payroll to Nationwide,
• Oracle Payroll to ICMA-RC & ICMA-401A (MissionSquare
Retirement),
• NeoGov to Oracle HCM
• Laserfiche

888

4. Service Entitlement – Operations, Service Desk, and Others

Column 1:

Entitlement(s)
Column 3:

Included / Not
Included
Column 5:

Description
Change Enablement
Process Included
Denovo shall adhere to its Change Enablement Process when implementing changes to the Services. Such changes may involve modifications to products or release levels used in the Services and may include the installation and implementation of Application Patches. The Change Enablement Process includes, at a minimum, providing advance notification to the Service Coordinator of the proposed change—detailing the work steps and the expected timetable; preparing a Change Management Plan that specifies the change, identifies the affected Services components, outlines testing procedures for both Denovo and Customer, includes a risk assessment, and details a recovery or back-out plan with risk mitigation measures; submitting the Change Management Plan to the Denovo Change Approval Board for approval prior to implementation; testing the change in non-production environments or, if not practical, during time periods approved by Customer; coordinating the implementation of the change with the Service Coordinator; verifying the successful completion of the change with the Service Coordinator; and posting the results of the change to Denovo’s service management systems.

Service Management Included
Denovo will create process documentation and procedures for the Services (the “Run Book”), which will be reviewed periodically or upon mutual written agreement by the parties and may be updated at Denovo’s discretion. The Run Book will include, at a minimum, details on operational communication and processes between Customer and Denovo teams; procedures for Customer Support Services including reporting, escalation, and contact information; identification of key support roles such as Service Coordinators and Authorized Contacts; Service Desk logging, ticketing, management, and reporting; communication and coordination regarding the Change Enablement Process; and procedures for data protection, backup, and restoration. The parties agree that the Run Book will be materially complete within ninety (90) days after the ‘go live’ or conversion to Denovo Cloud Services Customer and Denovo shall also meet periodically at a managerial level or higher to review matters related to their relationship and this Service Description (referred to as “Service Reviews”). These Service Reviews will cover topics such as executive stakeholder alignment, performance and Customer goals review, the availability of Applications and Cloud Services, analysis of incident and service request trends, status updates on open professional services projects, recommendations for service improvements, discussions regarding Service Fees and charges, and pending renewal decisions. Unless waived at the sole discretion of Customer as indicated through email or other written means, the parties agree that the Service Reviews will begin ninety (90) days after the ‘go live’ or conversion to Denovo Cloud Services.

Service Desk Services Included
Denovo shall provide a continuously staffed Service Desk that receives and addresses all incident reports, service requests, and other administrative matters in accordance with the Service Level Targets. For clarity, the Service Desk Services apply to all Entitlements elected by Customer under this SO. Through its always- staffed Service Desk, Denovo shall perform the following Service Desk Services: (a) Respond to incidents and service requests. (b) Collaborate with Customer to develop response and escalation criteria based on the ITIL framework and Customer’s assessment or designation of impact and urgency. (c) Conduct incident management activities consistent with the mutually agreed processes and procedures. (d) Follow operator instructions provided by Customer to remediate alerts and incidents. (e) Escalate incidents to Customer personnel in accordance with an escalation matrix published by Customer and updated periodically.

Note: Denovo’s Standard Operating Processes, Service Level Agreements, Service Level Credits, and Other Terms related to these Service Entitlements are further described in Exhibit B. Denovo’s Implementation and Onboarding Plan is provided in the Exhibit C.

5. Service Fees and Pricing
a. During the Initial Term t he minimum monthly Service Fee is $ 8,125 dollars plus any additional monthly Service Fees specified apply, respectively, on a monthly basis, to any usage for that month above those included Entitlements. The payment of $195,000 is due within thirty (30) days of Phase I Go -Live. b. Customer will have the option to renew for two (2) one (1) year Successive Terms. If Customer selects to renew for a Successive Term the minimum monthly Service Fee is $16,250, plus any additional monthly Service Fees specified apply, respectively, on a monthly basis, to any usage for that month above those included Entitlements. The payment will be due as follows:
a) 1
st Successive Term - $195,000 due twelve (12) months post Phase I Go-Live. 2nd Successive Term - $195,000 due twenty-four (24) months post Phase I Go-Live. 889

c. Customer will: (i) reimburse Denovo for all shipping, printing, copying, and other incidental services reasonably incurred by Denovo in providing the Services requested by Customer at cost; and (ii) pay Denovo, at agreed rates, for other additional expenses and services, including, but not limited to, travel (which shall be reimbursed based on Denovo’s Travel Policy), hourly additional support or consulting services, remedy of Customer procedural use errors, additional telecommunications carrier charges provided by Denovo, all as may be agreed in advance by Customer and Denovo (“Other Charges”) and in accordance with the MSA. Other Charges shall be payable monthly, in arrears. d. All Application Service Fee prices shall increase annually as of each anniversary of the Effective Date by the percentage increase in the Consumer Price Index – All Urban Consumers of the Bureau of Labor Statistics of the U. S. Department of Labor for U.S., for All Items with Base Years 1982-84=100 (the “CPI-U Index”) over each such annual period. Those annual increases will be measured from the month for which the most recent index results are published at the time of adjustment.

IN WITNESS WHEREOF, Denovo and Customer have executed this SO as of the date set forth above.

City of Costa Mesa DENOVO VENTURES, LLC

By:

Name:

Title:

Date:

890
Exhibit A - Definitions
Definitions in This Exhibit may reference other definitions provided later in the Exhibit. For example, the definition of 'Application' refers to the definition of 'Compute Instance,' which appears below it.

General Definitions:

Application Patches. Updates or fixes that are installed to modify, repair, or enhance the functionality of the Applications within the Services.

Application(s): An “Application(s)” is defined as any non-operating system-related software running on a Compute Instance. Except for (i) the Denovo Management Stack, (ii) Denovo-provided Rental Software, or (iii) as otherwise explicitly stated in this SO, Customer is responsible for the installation, patching, security, licensing, and administration of all Applications.

Authorized Contact(s). The Customer employees designated by the Service Coordinator who have the requisite functional and procedural knowledge of the Applications. These individuals are authorized to submit issues and questions to Denovo under the Customer Support Services.

Change Enablement Process. The structured procedure established by Denovo for implementing changes to the Services, including modifications to products, release levels, and the installation of Application Patches.

Change Management Plan. A written document detailing the specific change to be executed, including the affected Services components, testing procedures by Denovo and Customer, a risk assessment, and a recovery or back-out plan with associated risk mitigation measures.

Cirtical Processing Period. A period identified by Customer (with a minimum of five business days’ notice and a duration not exceeding 48 hours) during which Denovo will (i) alert its operations and support personnel, (ii) avoid scheduling maintenance or downtime, and (iii) expedite responses to incidents and service requests. This provision is intended for events outside the normal day-to-day work activities and is limited to four such periods per year.

Customer C omponents : “Customer Components” refers to all products, data, and content, including hardware and software, that Customer provides not being directly managed by Denovo.

Customer Support Services. Services that involve responding to Customer issues and questions regarding the functioning and use of the Applications and Cloud Services. These services are provided by Denovo during its specified business hours (6:00 AM to 5:00 PM, PST or MDT, Monday through Friday, excluding designated holidays) and do not include creating new functionality, establishing new business locations or units, or developing new reports, programs, or objects.

Denovo Change Approval Board. The committee within Denovo that reviews and approves the Change Management Plan prior to the implementation of any change.

Denovo Management Stack: The “Denovo Management Stack” refers to software that Denovo will install and maintain on Compute Instances to ensure security and management. The “Denovo Management Stack” includes antivirus software, monitoring agents, security agents, and other necessary components for managing and securing Customer’s environment.

Immediate Control. Immediate Control is defined as Cloud Assets in Customer Tenancy or Denovo Provided Tenancy in which Denovo has direct and exclusive control. Immediate Control excludes i. Customer Components that Denovo does not manage, ii. Customer’s desktop computer hardware, iii. Customer’s network services which allow Customer to access the Application’s in the Cloud Environment, iv. the delivery, performance, and functionality of Applications 891
software, support, and services provided by third party and Application software licensors, v. any Customer changes to a Cloud Assets or Cloud Environment for which they have administrative control.

Intentionally Blank. Intentionally Blank indicates an unused Section of this SO that is not applicable to Customer. It is left blank to keep the numbers consistent.

Maintenance Services Period. The specific hours and days, as agreed to by Customer and set forth in this SO, during which Maintenance Services are performed.

Maintenance Services. The maintenance activities performed by Denovo on the Applications using commercially reasonable and diligent efforts.

Patches. Vendor-provided patches that are implemented as part of Operations Services. Denovo deploys these patches in accordance with its Change Enablement Process within a commercially reasonable timeframe following their receipt.

Service Coordinator. The individual designated by Customer who is responsible for overseeing Customer Support Services. The Service Coordinator selects up to five Customer employees (Authorized Contacts) with substantial functional and procedural knowledge regarding the use of the Applications and is responsible for updating these designations as necessary.

Service Desk Services: The collection of actions performed by Denovo through the Service Desk, including responding to incidents and service requests, developing response and escalation criteria with Customer, performing incident management activities per agreed procedures, following Customer operator instructions, and escalating incidents per Customer’s escalation matrix.

Service Desk. The facility provided by Denovo, staffed continuously (24/7), that receives and addresses all incident reports, service requests, and other administrative matters in accordance with the Service Level Targets.

Service Level Targets. The performance metrics and standards that govern the handling of incident reports, service requests, and other administrative matters received through the Service Desk. 892
Exhibit B - Standard Operating Procedures / Service Levels / Other Terms Denovo’s Standard Operating Procedures, Service Level Agreements, and Service Level Credits are defined below.

1. Customer Support Procedures
i. Authorized Customer users will communicate issues via phone or Customer Care Portal to the Service Desk by creating (or causing to be created) a support case. Each support case will be assigned a ticket number for tracking.
ii. At the time Denovo accepts a support case, Denovo will record an initial severity level of the support case based on the severity definitions included in the table below. Customer may reasonably increase the priority of incidents and service requests based on its assessment and explanation of the impact and urgency of those incidents and service requests.
iii. If, during the service process, the support case no longer warrants the severity level currently assigned based on its current impact on the production systems, then the severity level will be adjusted to the severity level that most appropriately reflects its current impact. iv. Customers shall ensure that the assignment and adjustment of any severity level designation is accurate based on the current impact and urgency to business processing on the production systems. Customer acknowledges that Denovo is not responsible for any failure to meet performance standards caused by Customer’s intentional misuse or misassignment of severity level designations. v. D enovo personnel receiving the support case will communicate with Customer promptly upon receipt that they have been assigned the Service ticket and are engaged to respond to and resolve the issue. This may result in the exchange of dialog / emails to further understand the issue. The support case will be worked according to Customer support tiers described below.
vi. Once a support case is resolved, it will be documented in the Service Desk and communicated to the individual who requested the support case. Customer will promptly use its reasonable efforts to confirm that the service case is resolved and, as appropriate, indicate to Denovo that the service case may be closed.

2. Service Level Agreement (SLA) – Service Desk Response and Resolution Target i. Service Desk Services. The following Service Level Targets apply with respect to the following types of Service Desk Cases affecting Production Services, provided that the inability to access or use is not caused by a software failure or malfunctions or events which are outside Denovo’s Immediate Control:
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Issue Definition Priority Service Level Targets
The inability for a majority of the Named Users to access or use one (1) or more of the Applications through the
Services for a period longer than five (5) consecutive
minutes due to the failure of a Cloud Asset or component not caused by Customer’s unauthorized or improper use.

Customer and Denovo will participate in discussions
regarding the cause and effect of each such incident to identify appropriate preventative, risk mitigation, and similar responsive measures.

Priority One (1)
Denovo (i) will respond to
Customer within fifteen (15)
minutes after Customer reports a
Priority One (1) incident and (ii) will
target resolution of the Priority
One (1) incident within two (2)
hours following that report.

The inability of more than one (1) Named User to access or use one (1) or more of the Applications through the
Services for a period longer than five (5) consecutive
minutes due to the failure of a Cloud Asset or component not caused by Customer’s unauthorized or improper use or (ii) existing Application functionality does not operate properly for a critical Customer business function due to the failure of a Cloud Asset or component not caused by Customer’s unauthorized or improper use.

Priority Two (2)
Denovo (i) will respond to
Customer within one (1) hour after
Customer duly reports a Priority
Two (2) incident and (ii) will target
resolution of the Priority Two (2)
incident within eight (8) h ours
following that report.

The verified occurrence in which Service response time is slow, accessibility is materially restricted for a period longer than five (5) consecutive minutes, or existing
Application functionality does not operate properly due to the failure of a Cloud Asset or component not caused by Customer’s unauthorized or improper use.

Priority Three
(3)
Denovo (i) will respond to
Customer within twelve (12) hours
after Customer reports a Priority
Three (3) incident and (ii) target
resolution of the Priority Three (3)
incident within twenty-four (24)
hours following that report.

A request for functional assistance with an application (subject to Customer Entitlements), or other requests
related to the performance of the Services by Denovo,
excluding administrative requests.

Priority Four (4)
Denovo (i) will respond to
Customer within twenty-four (24)
hours after Customer reports a
Priority Four (4) incident and (ii)
will target resolution of the Priority
Four (4) incident within forty-eight
(48) hours following that report.

ii. Service Desk Priority is based on Customer’s good faith assessment of impact and urgency in accordance with the Issue Definition in the table above.
iii. All s ervice requests will be entered as a Priority Four (4) and will be subject to Denovo scheduling the Service. Administrative requests will be responded to promptly by Denovo.

3. Service Level Agreement (SLA) – Cloud Application and Platform Services For Cloud Services in Denovo Private Cloud the following Service Levels will apply. i. Commencing at the conversion or ‘go live’ date (defined as the date Customer accepts the Services and those Services are materially used by Customer in production business operations) and provided that Customer remains in compliance with the terms and conditions of the MSA and this SO, Denovo will provide Customer with the Services in adherence with the Service Level Targets and procedures set forth herein. ii. Commencing at Denovo’s activation of Customer’s environment but excluding any time during which the Services or any Services Resources are not available for Maintenance Services, Denovo will make available the Service(s) described in Service Orders of the time in any calendar month during the term of this SO (“Service Availability”).
894
iii. Service Availability is calculated as the total number of minutes in the calendar month less the total number of minutes that the Applications are not available in that month, divided by the total number of minutes in the calendar month. For the absence of doubt this is:

Total Minutes in Month – Minutes Not Available
Total Minutes in Month
iv. The availability of the Services will be measured by commercially available and Denovo developed monitoring tools and utilities. This may include the ability to use the Services as required by the Applications including sample Applications transactions within the Services. v. Specifically excluded from the number of minutes that the Applications are not available are (i) planned interruptions to the Services including any Maintenance Servies Period, (ii) reasons of Force Majeure (as defined in the MSA), (iii) items outside Denovo’s Immediate Control (as defined below); (iii) time associated with any misuse of the Services by Customer or its authorized third parties, or (iv) time associated with a service interruption caused by an external security threat. vi. “Service Availability” will incorporate and apply only to those resources, items, or events in Denovo’s Immediate Control.
vii. Any periods of service interruption initiated by Denovo at the request or direction of Customer that require the Services to be temporarily unavailable are excluded from the calculation of the Service Availability. viii. Following the end of each calendar month, Denovo measures the Service Availability for the preceding month as defined in this SO. Denovo will provide Customer with access to this information promptly, through our customer portal.
ix. Th is portal will provide metrics on system availability for the Services purchased under this SO. Upon Customer's reasonable request, Customer will have the right to receive (i) reasonably detailed existing Denovo Service Level reports and measurement data from Denovo, and (ii) additional Service Level data and reports, such as Customer may define and Denovo may have available.

4. Service Level Credits
In the event of a failure by Denovo to meet the Service Levels Service Order at Customer’s request, Denovo shall provide Service Level Credits as follows:
i. First (1st) month of missed Service Availability: One (1) day’s Service Fees for the applicable month for the affected Service.
ii. Second (2nd) consecutive month of missed Service Availability: Two (2) days’ Service Fees for the applicable month for the affected Service.
iii. Third (3rd) consecutive month of missed Service Availability: Three (3) days’ Service Fees for the applicable month for the affected Service.
iv. Fourth (4th) consecutive month of missed Service Availability: Four (4) days’ Service Fees for the applicable month for the affected Service.
v. Fifth (5th) consecutive month of missed Service Availability: Five (5) days’ Service Fees for the applicable month for the affected Service.
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vi. Sixth (6th) consecutive month of missed Service Availability: Six (6) days’ Service Fees for the applicable month for the affected Service.

To receive a Service Level Credit Customer must request that credit in writing to Denovo Customer Support within thirty (30) days after the occurrence of the failure to meet the Service Level Target. Valid Service Level credit requests will be applied to Customer’s next monthly invoice or, if timely requested after all invoices to become due hereunder have been paid, will be refunded by Denovo to Customer within thirty (30) days after receiving that valid request.

5. Other Terms
i. Any Change implemented by Customer that could affect the performance of Denovo’s tools (i.e., management, monitoring, etc.) or Denovo’s ability to monitor/manage/support the environment must be agreed to by both parties, in writing, prior to implementation. ii. Customer shall advise Denovo of applicable regulatory requirements or obligations which may affect Denovo's provision of the Services.
iii. Denovo is not responsible for any interruption of the Services caused by other activities Customer directs, denial of Service attacks, national or worldwide incidents of computer viruses, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against parties (including carriers and Denovo’s other vendors), and other force majeure items as set forth in the MSA and/or this SO provided that Denovo utilizes commercially reasonable efforts under the circumstances to minimize the impact of the force majeure event on Customer.
iv. Customer will not use, or permit use of, the Services in a manner, which is (i) illegal; (ii) infringes the patent, copyright, trademark, confidential information, or intellectual property rights of a third party; or (iii) violates general standards of behavior on the Internet, collectively "Service Misuse". Customer shall be responsible for any such Service Misuse and indemnify Denovo, its employees, affiliates, agents, licensors, suppliers, and subcontractors against any liabilities arising from or relating to any such Service Misuse. v. Customer’s system will have potential security vulnerabilities, even with the Services, including, but not limited to, the vulnerability of Customer’s network or systems to (i) access by persons within Customer’s organization which exceeds the authority granted to such persons; (ii) snooper attacks by persons granted access by Customer to its network to obtain and misuse access codes, passwords and other data; (iii) physical access to equipment at Customer sites; and (iv) access to passwords and similar information that is written down or otherwise not afforded an appropriate level of protection by Customer. Denovo does not guarantee that the Services will eliminate all risk or prevent damage from network or system security breaches such as the above.
vi. Customer will supply Denovo personnel with reasonable accommodations and any physical or online access to any Customer facilities, personnel, locations, or networks as reasonably necessary to perform the Consulting Services. If it becomes necessary for Denovo personnel to be on-site at a Customer location, Denovo will give Customer advance notice. Denovo will obey, and will ensure that all Denovo personnel obey, whenever on site at any Customer location or any other facility that is owned, leased, or operated by Customer or any of its affiliates, all lawful, reasonable, and applicable rules and regulations as well as Customer's reasonable policies, standards, and procedures, as such policies are communicated in writing by Customer to Denovo from time to time. The Customer will have the same obligations with regard to its personnel on Denovo premises. Such rules and policies will not operate to materially change the terms of this SO. Denovo and Customer will each designate a point of contact for the Consulting Services and will work together to detail necessary project plans and approaches. Notwithstanding any other provisions herein, Customer acknowledges that Denovo’s ability to provide the Consulting Services is likely to be 896
affected if Customer does not provide the necessary access and assistance, and Denovo shall have no liability for any delays or cost increases caused by Customer’s failure to provide such access and assistance. vii. Customer is responsible for all third-party software licensing and maintenance and agrees to comply with all applicable third-party end-user license agreements. viii. If it is necessary for Denovo to provide Time and Materials (“T&M”) Services for additional Customer network discovery, the Denovo Professional Consulting Services group will provide a separate Statement of Work that defines timelines, tasks and the services rate per hour required to complete the work. ix. This SO outlines the full breadth of Services to be provided by Denovo to Customer. Any omission of pre- requisites or need for additional services shall result in a Change Order Request, or support will be best effort on a next business day basis.
x. Any requested Change to Customer’s environment once it has been implemented may be subject to additional fees.
xi. Additional Services may be added or deducted via the Change Order Request process as defined in the MSA. xii. This SO does not include any travel or out-of-pocket expenses, if required, to Customer’s facility. 897
Exhibit C – On-Boarding
Intentionally Blank
898
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Confidential - Oracle Restricted

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” or “Your”). 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 Serv ices and Service Specifications to ref lect 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 m ay 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 intellectual or other property rights; sell, manufacture, market and/or distribute any product or service in violation of applicable laws; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services, except as permitted in the Service Specifications; (c) perform or disclose any performance or vulnerability testing of the Services without Oracle’s prior written approval, except as permitted in the Service Specifications, 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. Fees for Services listed in an order are exclusive of taxes and expenses , unless expressly stated otherwise in Your order.

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. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, available at https://www.oracle.com/contracts/cloud-services.

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.

ATTACHMENT 5
899

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Confidential - Oracle Restricted

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 Conte nt and the use of such content is governed by separate third party terms between You and the third party.

3.3. You have the authority to and do 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. Except as permitted by this Agreement or Your order , 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 service s 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.

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 residin g 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, e ach 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 ent ity as required by law.

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 t o 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 https://www.oracle.com/contracts/cloud-services.

5.2. To the extent Your Content includes Personal Information (as that term is defined in the applicable data privacy policies and the Data Processing Agreement (as defined below)), Oracle will furthermore comply with the following:

a. the relevant Oracle privacy policies applicable to the Services, available at http://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 (i) is available at https://www.oracle.com/contracts/cloud-services and is incorporated herein by reference, and (ii) will remain in force during the Services Period of Your order. In 900

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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 Perso nal Information) 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 and/or Your order. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security 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 data that imposes specific data security, data protection, or regulatory obligations on Oracle in addition to or different from those specified in the Data Processing Agreement, Service Specifications or this Agreement.

If Your Content includes any of the foregoing data (e.g., certain regulated health or payment car d information), Oracle will process such data only pursuant to the terms of Your order, the Data Processing Agreement, Service Specifications and this Agreement. You are responsible for complying with Your specific regulatory, legal or data security obligations which may apply to such data. If available for the Services, You may purchase additional services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to address specif ic data security, data protection or regulatory requirements applicable to such data.

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 and in all material respects as described in the Service Specifications (the “Services Warranty”). 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.

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.

6.3. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE

NO OTHER EXPRESS OR IMPLIED WARRANTI ES 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 LIAB LE FOR ANY INDIRECT,

CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF

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 ORACLE 901

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PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

8. INDEMNIFICATION

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 (“Provide r,” which may refer to You or us depending on which party provided the Material) 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.

8.1. 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 a lternatives 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 and refund any unused, prepaid fees for the Services under the terminated order . If such Material is third party tech nology 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.

8.2. The Provider will 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 bee n superseded (and the Recipient has been notified in writing of the new version), 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 inde mnify 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 part y blog or forum, a third party w eb page accessed via a hyperlink, marketing data from third party data providers , etc.).

8.3. This Section 8 provides the parties’ exclusive remedy for any claims or damages under Section 8.1.

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. Even if terminated, 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 and/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 applications in the Services; (b) You or Your Users a re accessing or using the Services to commit an illegal act; (c) there is a violation of the Acceptable Use Policy; or (d) You provided false account or payment information or Your digital payment method is refused. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. For Services with the applicable operational capability, Oracle will 902

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use reasonable efforts to limit any suspension only to the portion of the Services related to the issue caus ing 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 payment obligations.

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 (provided in accordance with Section 16.1 below), 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 this Agreement, this Agreement and any orders that have been placed under this 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 terminated order(s) plus related taxes and expenses. Except for nonpayment of fees, the non- breaching 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 and/or Your order, 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 specified in the Service Specifications. Following the retrieval period, and except as may be required by law, we will delete 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 Content or 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 o f 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 wit hout any warranty of any kind. We disclaim all liabilities arising from or related to Third Party Content.

10.3. You acknowledge that: (a) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (b ) features of the Services that interoperate with Third Party Services , such as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’ respective application programmi ng 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. Any change 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.

11. SERVICE MONITORING, ANALYSES AND ORACLE-PROVIDED 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 903

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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 (a ) compile statistical and other information related to the performance, operation and use of the Services, and (b) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and de velopment purposes (above clauses (a) and (b) are collectively referred to as “Service Analyses”). We retain all intellectual property rights in Service Analyses.

11.3. We may provide You with the ability to obtain certain Oracle -provided Software (as defined below) for use with the Services. Unless we specify that separate terms will apply to Oracle -provided Software, any Oracle - provided Software is provided as part of the Services and You have the non -exclusive, worldwide, limited right to use, and allow Your Users to use, such Oracle-provided Software, subject to the terms of this Agreement and Your order, solely to facilitate Your authorized use of the Services. Your right to use any Oracle-provided Software will terminate upon the earlier of our notice (b y web posting or otherwise) or the end of the Services associated with the Oracle-provided Software. Your right to use any part of the Oracle -provided Software that is licensed under the separate terms is not restricted in any way by this Agreement.

12. HARDWARE DEVICES

The terms in this Section 12 (Hardware Devices) only apply to an order which includes a Hardware Device.

12.1. Your order may include a Hardware Device (as defined below), which You may use with the applicable Services as described in the Service Specifications. The terms of this Agreement and Your order (including those terms that refer to Services) govern Hardware Devices, the Operating System and Integrated Software (both as defined below), unless expressly stated otherwise in this Section 12, or if the terms by their nature would be inapplicable to Hardware Devices.

12.2. We provide a limited warranty for Hardware Devices as described in the Oracle Hardware Warranty available at http://www.oracle.com/contracts/hardware. Any changes to the Oracle Hardware Warranty will not apply to Hardware Devices ordered prior to such change.

12.3. We provide t echnical support services for Hardware Devices as described in the Service Specifications and/or Oracle’s Hardwar e and Systems Support Policies in effect at the time the technical support services are provided (available at http://www.oracle.com/contracts/hardware), as applicable.

12.4. With respect to our indemnification for Hardware Devices under Section 8, notwithstanding the provisions of Section 8.2, if we believe o r it is determined that the Hardware Device (or portion thereof) may have violated a third party’s intellectual property rights, we may choose to either replace or modify the Hardware Device (or portion thereof) to be non -infringing (while substantially pr eserving its utility or functionality) or obtain a right to allow for continued use, or if these alternatives are not commercially reasonable, we may remove the applicable Hardware Device (or portion thereof) and refund the net book value for the Hardware Device.

12.5. “Hardware Device” is defined as hardware that meets both of the following requirements: (a) the hardware is managed by or used as part of the Services, and (b) the hardware is designated as a Hardware Device by Oracle. Title to Hardware Devices will trans fer to You upon delivery to You unless otherwise specified in Your order.

12.6. “Operating System” refers to the software that manages the Hardware Device. You have the right to use the Operating System delivered with the Hardware Device (and any updates acquired through our technical support services) only as incorporated in, and as part of, the Hardware Device and subject to the terms of the license agreement(s) delivered with or on the Hardware Device. Current versions of the license agreements are located in the documentation for the Hardware Device.

12.7. “Integrated Software” refers to any software or programmable code that is embedded or integrated in a Hardware Device and enables the functionality of the Hardware Device. Integrated Software does not include and You do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support services; or (b) separately licensed applications, development tools, or system management software or other code that is separately licensed by us or a third party. You have the limited, non -exclusive right to use Integrated Software 904

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delivered with a Hardware Device (and any updates acquired through our technical support services) only as incorporated in, and as part of, the Hardware Device and subject to any terms delivered with or on the Hardware Device and/or in the applicable documentation.

12.8. We or our licensors retain all ownership and intellectual property rights in and to the Operating System and Integrated Software. The Hardware Device may contain or require the use of third party technology that is provided with or pre-installed on the Hardware Device. Third party technology is licensed under terms which we may provide to You (i) with or on the Hardware Device, (ii) in the applicable product documentation, (iii) in the readme files, or (iv) in the notice files. Your right to use this third party technology under separate license terms are not restricted in any way by this A greement. We do not warrant or provide any technical support services for this third party technology.

12.9. The Operating System or Integrated Software may include separate works, identified in a readme file, notice file or the applicable documentation, which are licensed under open source or similar license terms; Your rights to use the Operating System and Integrated Software under such terms are not restricted in any way by this Agreement. The appropriate terms associated with these separate works can be found in the readme files, notice files or in the documentation accompanying the Operating System and Integrated Software. For software (i) that is part of the Operating System or Integrated Software and (ii) that You receive from us in binary form and (iii) that is licensed under an open source license that gives You the right to receive the source code for that binary, You may obtain a copy of the applicable source code from https://oss.oracle.com/sources/ or http://www.oracle.com/goto/opensourcecode. If the source code for the software was not provided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the instructions in the "Written Offer for Source Code" section of the latter website.

13. EXPORT

13.1. Export control and economic sanctions laws and regulations (“export laws”) of the United States and any other relevant local export laws apply to the Oracle Products and Services ordered under this Agreement. Such export laws govern use of the Oracle Products and Services (including technical data) and any Oracle products or services deliverables provided under this Agreement, and You and we each agree to comply with all such export laws (including “deemed export” and “deemed re -export” regulations). You agree t hat no data, information, software programs and/or materials resulting from the Oracle products or 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 thes e laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

13.2. You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without re gard 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.

14. 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, without limitation, an embargo, economic sanction or the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. 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, either of You or we may cancel unperformed Services and affected orders upon written agreement. 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.

15. UCITA

The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.

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16. NOTICE

16.1. 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.

16.2. 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 (a) by electronic mail to Your e-mail address on record in our account information or (b) by written communication sent by first class mail or pre -paid post to Your address on record in our account information.

16.3. You may register to receive notice of updates to the Oracle Cloud Hosting and Delivery Policies and the Data Processing Agreement (and certain other Service Specifications made available by Oracle) at http://www.oracle.com/contracts/cloud-services.

17. ASSIGNMENT

You may not assign this Agreement or give or transfer the Services or any interest in the Services to another individual or entity.

18. OTHER

18.1. We are an independent contractor, and each party agrees that no partnership, joint venture, or agency relationship exists between the parties.

18.2. 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 Oracl e and are not Oracle’s agents. Even if recommended by us, we are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts or omissions of any business partner or third party, unless the business partner or third party is providing Services as our subcontractor or is otherwise engaged by Oracle in connection with performance of its obligations under this Agreement, and, if so, then only to the same extent as we would be responsible for our resources under this Agreement.

18.3. 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.

18.4. Except for actions for nonp ayment 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.

18.5. Prior to entering into an order govern ed 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.

19. ENTIRE AGREEMENT

19.1. 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 Oracle Products and Services ordered by You and supersedes all prior or contemporaneous agreements, proposals, negotiations, demonstrations or representations, written or oral, regarding such Oracle Products and Services.

19.2. 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 906

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any such purchase order, portal, or other non -Oracle document sha ll apply to Your order. 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. This 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.

20. AGREEMENT DEFINITIONS

20.1. “Oracle-provided Software” means any software agent, application or tool that Oracle makes available to You specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.

20.2. “Program Documentation” refers to the user manuals, help windows, readme files for the Services and any Oracle-provided Software. You may access the documentation online at http://oracle.com/contracts or such other address specified by Oracle.

20.3. “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 Oracle Corporate Security Practices; (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 under Your order, such as professional services: the Oracle Cloud Hosting and Delivery Policies and Program Documentation. The following do not apply to any Oracle-provided Software: the Oracle Cloud Hosting and Delivery Policies.

20.4. “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 Party 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.

20.5. “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.

20.6. “Your Content ” means all software, data (including Personal Information), text, images, audio, video, photographs, non-Oracle or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement, Oracle-provided 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.

21. CLOUD SERVICES AGREEMENT EFFECTIVE DATE
{{*efdate_es_signer2}}
The Effective Date of this Cloud Services Agreement is _______________________. (DATE TO BE

COMPLETED BY ORACLE)

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Company Name: City Of Costa Mesa Oracle America, Inc.

{{*_es_signer1_signature }} {{*_es_signer2_signature }} Authorized Signature: _______________________ Authorized Signature: _______________________

{{*_es_signer1_fullname }} {{*_es_signer2_fullname }} Name: ___________________________________ Name: ___________________________________

{{*_es_signer1_title }} {{*_es_signer2_title }} Title: ____________________________________ Title: ____________________________________

{{*_es_signer1_date}} {{*_es_signer2_date}}
Signature Date: ___________________________ Signature Date: ___________________________

Agreement No.: US-CSA-FEC-80525056

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Costa Mesa City CouncilAugust 5, 2025

Costa Mesa City Council
August 5, 2025