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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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:
Cloud License Ordering Document_v5_05.08.2023 © Denovo Ventures, LLC. - Confidential Trade Secret Page 28 of 31 Denovo Ventures, LLC (Paying by Wire Transfer)
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
Cloud License Ordering Document_v5_05.08.2023 © Denovo Ventures, LLC. - Confidential Trade Secret Page 29 of 31 In the event of inconsistencies between the terms contained in this Ordering Document, including the Oracle Terms, for the Oracle cloud services and the Contract between Denovo and City of Costa Mesa , this Ordering Document , including the Oracle Terms, shall take precedence over the conflicting term(s) in the Contract for the Oracle cloud services, only. This Ordering Document, including the Oracle Terms, will control over the terms contained in City of Costa Mesa for the Oracle cloud services, only.
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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By: __________________________________________________ By: __________________________________________________ Name: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________ Date: __________________________________________________
Cloud License Ordering Document_v5_05.08.2023 © Denovo Ventures, LLC. - Confidential Trade Secret Page 31 of 31 City of Costa Mesa, CA
By: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________
City of Costa Mesa, CA
By: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________
City of Costa Mesa, CA
By: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________