Cities Index.
Agenda packet

Santa Ana City Council
July 15, 2025

Document
Agenda packet
Meeting
July 15, 2025
Body
Santa Ana City Council
Pages
37
Original file
128.2 MB
Text extracted from the city's file for reading and search. Open the original on santa-ana.primegov.com. That file is the official record.

Staff evaluated available procurement options and product offerings in the market and determined that the eProcurement bidding platform and module services solutions provided by PlanetBids, LLC ensures efficient, equitable, and transparent solicitations for purchasing staff, and delivers a user-friendly platform experience to all bidders.

Santa Ana Municipal Code, Section 2-807(d), authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The Interlocal Purchasing System (TIPS) contract with PlanetBids, LLC (Contract No. 230105) for technology solutions, products, and services was awarded as a result of open, competitive bidding and meets the City’s requirements. Utilizing this contract allows the City to streamline the purchasing process, ensure compliance, and leverage cost efficiencies associated with cooperative purchasing.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funding is available in the current FY 2025-26 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. The table below represents the estimated usage by fiscal year; actual expenditures may vary but will not exceed the aggregate amount of $159,635.

Fiscal
Year
Accounting UnitAccount #Fund
Description
Accounting Unit,
Account
Description Total
2025-26 01110120-66511
FMSA General
Fund
Finance & Management
Services, Purchasing $20,725
2025-26 01117612-66511
PWA
General Fund
PWA CIP Engineering
Services $4,355
2025-26 01117651-66511
PWA
General Fund
PWA Parks Maintenance
Services $4,355
2025-26 10117601-66511
PWA
Internal Service
Funds
Public Works
Administrative Services $606
2025-26 06017645-66511
PWA Enterprise
Funds
Public Works Water
Administrative Engineering
Services $4,355
2026-27 01110120-66511
FMSA General
Fund
Finance & Management
Services, Purchasing $22,797
2026-27 01117612-66511
PWA
General Fund
PWA CIP Engineering
Services $4,791
2026-27 01117651-66511
PWA
General Fund
PWA Parks Maintenance
Services $4,791
City Council 8 – 2 7/15/2025
eProcurement Bidding Platform Module Services
July 15, 2025

Page 3 ends

2026-27 10117601-66511
PWA
Internal Service
Funds
Public Works
Administrative Services $667
2026-27 06017645-66511
PWA Enterprise
Funds
Public Works Water
Administrative Engineering
Services $4,791
2027-28 01110120-66511
FMSA General
Fund
Finance & Management
Services, Purchasing $25,078
2027-28 01117612-66511
PWA
General Fund
PWA CIP Engineering
Services $5,269
2027-28 01117651-66511
PWA
General Fund
PWA Parks Maintenance
Services $5,269
2027-28 10117601-66511
PWA
Internal Service
Funds
Public Works
Administrative Services $734
2027-28 06017645-66511
PWA Enterprise
Funds
Public Works Water
Administrative Engineering
Services $5,270

OPTIONAL EXTENSION
2028-29 01110120-66511
FMSA General
Fund
Finance & Management
Services, Purchasing $27,585
2028-29 01117612-66511
PWA
General Fund
PWA CIP Engineering
Services $5,797
2028-29 01117651-66511
PWA
General Fund
PWA Parks Maintenance
Services $5,797
2028-29 10117601-66511
PWA
Internal Service
Funds
Public Works
Administrative Services $806
2028-29 06017645-66511 PWA Water
Public Works Water
Administrative Engineering
Services $5,797
TOTAL $159,635

EXHIBIT(S)

1. Agreement with PlanetBids, LLC
Submitted By: Alex Trinidad, Executive Director of Finance and Management Services Agency
Approved By: Alvaro Nuñez, City Manager
City Council 8 – 3 7/15/2025

EXHIBIT I
City Council 8 – 4 7/15/2025

EXHIBIT I
City Council 8 – 5 7/15/2025

EXHIBIT I
City Council 8 – 6 7/15/2025

EXHIBIT I
City Council 8 – 7 7/15/2025

EXHIBIT I
City Council 8 – 8 7/15/2025

EXHIBIT I
City Council 8 – 9 7/15/2025

EXHIBIT I
City Council 8 – 10 7/15/2025

EXHIBIT I
City Council 8 – 11 7/15/2025

EXHIBIT I
City Council 8 – 12 7/15/2025

EXHIBIT I
City Council 8 – 13 7/15/2025

EXHIBIT I
City Council 8 – 14 7/15/2025

EXHIBIT I
City Council 8 – 15 7/15/2025
Information Technology
www.santa-ana.org/IT
Item # 9
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 15, 2025
TOPIC: Enterprise Resource Planning System Software and Implementation Services

AGENDA TITLE
Agreements with Graviton Consulting Services, Inc. and Oracle Corp. for Enterprise Resource Planning (ERP) System Software and Implementation Services (Specification No. 23-132) (Non-General Fund)

RECOMMENDED ACTION

1. Approve agreement with Graviton Consulting Services, Inc. for the purchase of Oracle Cloud ERP subscription licensing, for an initial three-year term beginning September 1, 2025, with seven optional one-year renewals, in an aggregate amount not to exceed $5,026,843; and authorize the City Manager, or their designee, to execute future ordering documents as necessary, provided the total cost does not exceed the approved aggregate amount (Agreement No. A-2025- XXX).

2. Approve an agreement with Graviton Consulting Services, Inc. for Oracle ERP implementation services, in an amount not to exceed $4,798,915, for a 35-month term beginning August 1, 2025, and expiring June 30, 2028 (Agreement No. A2025-XXX).

3. Approve agreement with Oracle America, Inc. for Public Sector Oracle Cloud Services, to govern the terms and conditions of the Oracle Cloud ERP services (Agreement No. A-2025-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
On July 6, 1998, the City Council approved the purchase of the High Line Corporation’s “Personality” payroll and human resources software to be used to comply with Y2K requirements. Since 1999, the City has utilized this system (which was upgraded in 2011 to a newer version called “ePersonality”) to process payroll and manage personnel City Council 9 – 1 7/15/2025
Enterprise Resource Planning System Software and Implementation Services July 15, 2025

Page 2 ends

information. The system features also included time and attendance tracking, benefits administration, salary and position management, training and development, and labor relations administration.

On March 3, 2008, the City Council approved the purchase of the Lawson financial system to replace a legacy mainframe system that was more than 20 years old at the time. This new system has been used since 2009 by all departments to process, track, and report on the City’s financial information and transactions. Key functions of this system include general ledger, grant management, projects and activities, accounts payable, cash management, billing, accounts receivable, asset management, requisitions, purchase orders, inventory, business intelligence, and reporting.

Together, the High Line and Lawson systems have been meeting the City’s ERP needs for 25 years and 16 years, respectively. During that time, High Line Corporation was acquired by NeoGov and Lawson was acquired by Infor. The new owners of these two software systems have continued to support and enhance the systems over the years; and as updates were made available, City staff applied these updates to keep the applications running on supported versions. Although the vendors continue to provide system support and ongoing minor updates, both vendors have declared their systems to be end-of-life and they do not plan to release any new major version upgrades.

Instead, they have encouraged customers to migrate to their new cloud-based, subscription versions.

On December 6, 2022, the City Council approved an agreement with SDI Presence, LLP (SDI) to assist the City in the evaluation, selection, and negotiation of a new ERP solution. Because of the importance of this solution to meet the City’s current and future operational requirements, it was prudent to choose a firm with extensive experience in helping public sector organizations select the appropriate ERP system.

With the assistance of SDI, the City conducted an extremely thorough selection process that lasted more than two years. This process included a comprehensive needs assessment conducted by SDI, development and issuance of Requests for Qualifications (RFQ) for software vendors and implementation partners, consultation with staff at other agencies using prospective systems, development of a Request for Proposal (RFP), vendor demonstrations, proof-of-capability presentations, additional requests for clarifications, and, finally, contract negotiations.

On December 13, 2023, the City issued RFP No. 23-132 for Enterprise Resource Planning (ERP) system, including Implementation Services on the City’s online bid management system to vendors who had been qualified based on the issued RFQs. A summary of vendor participation and results is as follows:

City Council 9 – 2 7/15/2025
Enterprise Resource Planning System Software and Implementation Services July 15, 2025

Page 3 ends

7 Vendors notified
0 Santa Ana vendors notified
7 Vendors downloaded the RFP packet
5 Proposals received

Proposals were opened on February 14, 2024 and evaluated. The five proposals submitted by the RFP deadline were all determined to be responsive to the specifications and met the City’s requirements. A selection team consisting of staff from the IT Department (IT), the Finance and Management Services Agency (FM), and the Human Resources Department (HR) evaluated the proposals, participated in half-day demonstrations, and subsequently short-listed the top two candidates to continue in the process. The top two candidates then participated in scripted, week-long, proof-ofcapability demonstrations and responded to a Request for Clarifications, which included requests for their best pricing as well as other desired contracting terms and conditions.

After careful consideration, the Graviton Consulting Services Inc. proposal to implement the Oracle Fusion Cloud ERP application was the top ranked proposal by the selection team. All five proposing firms’ rankings according to the criteria listed in the RFP are as follows:

Implementing Vendor Name/Product Location Rank
Graviton Consulting Services Inc./Oracle
Fusion Cloud
Sacramento, CA 1
Cognizant Solutions (Collaborative
Solutions)/Workday
Teaneck, NJ 2
Avaap USA LLC/Workday Columbus, OH 3
Tyler Technologies/Tyler EERP Yarmouth, ME 4
RPI Consultants/Infor Cloud Suite Baltimore, MD 5
The selected Oracle Fusion Cloud application is a true best of breed, cloud-based, Software as a Service (SaaS) product that will help the City to support business transformation, reduce risk from legacy systems, reduce manual processes, provide robust reporting capabilities, and meet the changing future demands of the City. Having a common foundation across applications provides the standardization that will allow the City to grow over time and see savings quicker by reducing redundant systems and streamlining processes. Oracle’s Cloud solution provides shared technology, a common modern user interface, a secure unified data model, and universal easy-to-use reporting and analysis. The City expects to replace multiple stand-alone systems with this single solution.

The City will be purchasing the Oracle Fusion Cloud subscriptions through Graviton as a reseller in order to align license purchases with the system implementation plan and to accommodate the City’s requested terms and conditions (see Exhibits 2, 3, and 4).

City Council 9 – 3 7/15/2025
Enterprise Resource Planning System Software and Implementation Services July 15, 2025

Page 4 ends

The City is committing to a minimum three-year agreement with no annual subscription increases. After the third year, the agreement includes seven, optional, one-year renewal periods, that include a subscription uplift that is capped at three-percent (3%).

This locks in 10 years of pricing with the ability to cancel in any year after year three.

Since subscription pricing is based on both modules utilized and the number of City staff in a given year, the not-to-exceed amount of $5,026,843 has been calculated to allow for fluctuations.

During the selection process, the Teller Cashiering system was also selected; however, during planning, the team determined implementing that system was not feasible at this time. The team will re-evaluate replacing the existing cashiering system after the implementation of the ERP begins and may bring the item back to the City Council at a later time for approval of the additional cost.

The Oracle Fusion Cloud system will be implemented in two overlapping phases. Phase 1 will be the Human Capital Management (HCM), Learning Management, and Payroll modules. This phase will last 16 months, with a targeted go-live of January 1, 2027.

Phase 2 will be the ERP Financial Management modules. This phase will last 18 months, with a targeted go-live of July 1, 2027. The one-time implementation services cost is a not-to-exceed amount of $4,798,915 (see Exhibit 1).

The selected platform allows for modular expansion, enabling the City to add new features or functional areas such as procurement enhancements, budgeting tools, or workforce planning as future needs arise. This flexibility ensures the system can evolve alongside the City’s operational and strategic goals, supporting long-term efficiency and performance. Modules are licensed by either the number of total city employees or by the number of specific named users, which may be adjusted on an annual basis.

To support ongoing adaptability and periodic staffing updates, it is recommended to authorize the City Manager, or their designee, to execute future ordering documents as necessary, provided that the total costs do not exceed the approved aggregate amount.

This authorization allows the City to respond promptly to emerging needs to procure additional modules or services without delay, while maintaining strict fiscal control. Such flexibility is critical to maximizing the investment in the Oracle ERP system and ensuring it continues to meet the City’s evolving requirements.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funding for this project has been planned for and has been accumulated in the fund balance of the Information Technology fund. Funding of $3,000,000 is currently available in the Information Technology Department under the IT Projects accounting unit (10920149) for FY 2025–26 and the fund is projected to have funds to cover the City Council 9 – 4 7/15/2025
Enterprise Resource Planning System Software and Implementation Services July 15, 2025

Page 5 ends

implementation and subscription costs for the first three years. Funding for subsequent fiscal years will be included in proposed budgets for City Council consideration. The table below provides an estimated account distribution by fiscal year; however, actual distribution amounts and fiscal years may vary depending on the timing of implementation.

Fiscal
Year
Accounting
Unit - Account
No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
2025-26 10920149-
66511
Information
Technology
IT Projects – Computer
Software Subscriptions
$461,503
2026-27 10920149-
66511
Information
Technology
IT Projects – Computer
Software Subscriptions
$461,503
2027-28 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$461,503
2028-29 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$475,348
2029-30 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$489,608
2030-31 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$504,297
2031-32 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$519,425
2032-33 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$535,008
2033-34 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$551,058
2034-35 10920141-
66511
Information
Technology
Enterprise Systems –
Computer Software
Subscriptions
$567,590
Total $5,026,843

City Council 9 – 5 7/15/2025
Enterprise Resource Planning System Software and Implementation Services July 15, 2025

Page 6 ends

Fiscal
Year
Accounting
Unit - Account
No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
2025-26 10920149-
62300
Information
Technology
IT Projects – Contract
Professional Services
$1,756,235
2026-27 10920149-
62300
Information
Technology
IT Projects – Contract
Professional Services
$ 2,281,067
2027-28 10920149-
62300
Information
Technology
IT Projects – Contract
Professional Services
$ 761,613
Total $ 4,798,915

EXHIBIT(S)

1. Graviton Consulting Agreement for Implementation Services

2. Graviton Cloud Services Ordering Document - SaaS

3. Graviton Cloud Services Ordering Document – PaaS-IaaS

4. Public Sector Agreement for Oracle Cloud Services
Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Alvaro Nuñez, City Manager
City Council 9 – 6 7/15/2025

Page 1 of 10 ends

AGREEMENT WITH GRAVITON CONSULTING SERVICES, INC. TO PROVIDE

ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM AND ORACLE SYSTEM

INTEGRATION SERVICES
THIS AGREEMENT is made and entered into on this 15th day of July, 2025 by and between Graviton Consulting Services, Inc., a Nevada corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City issued Request for Proposal (“RFP”) No. 23-132, by which it sought consultants to provide Enterprise Resource Planning (ERP) system and Oracle System Integration Services.

B. Consultant submitted a responsive proposal that was among those selected by the City.

Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 23-132, which is incorporated herein by reference.

C. Consultant represents that Consultant is able and willing to provide such services to the City.

D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $4,798,915.00, which is comprised of the following: (1) a base amount of $4,362,650.00; and (2) a 10% contingency in the amount of $436,265.00 for additional and as-needed services to be exercised at City’s sole discretion.

City Council 9 – 7 7/15/2025

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b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on August 1, 2025 and terminate on June 30, 2028, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against City Council 9 – 8 7/15/2025

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claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of Customer’s data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 general aggregate.

2. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Consultant’s failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of Customer in the care, custody, or control of Consultant.

3. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto, with limits no less than $1,000,000 combined single limits.

4. Workers’ Compensation (W/C): as required by the State of California, with statutory limits, and Employer’s Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease.

If Consultant maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer.

Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:

1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL and E&O policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations.

City Council 9 – 9 7/15/2025

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2. Consultant’s Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement.

3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to nonpayment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Information Technology Department, 20 Civic Center Plaza, M-42, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by Customer. Customer may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The retroactive date must be shown and must be before the date of the contract.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

Verification of Coverage
Consultant shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not City Council 9 – 10 7/15/2025

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waive Consultant’s obligation to provide them. Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

Special Risks or Circumstances
Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain damages from Consultant resulting from said breach.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product City Council 9 – 11 7/15/2025

Page 6 of 10 ends

or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City’s Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any City Council 9 – 12 7/15/2025

Page 7 of 10 ends

amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution
d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement.

The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.
e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, City Council 9 – 13 7/15/2025

Page 8 of 10 ends

Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

City Council 9 – 14 7/15/2025

Page 9 of 10 ends

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Chief Technology Innovations Officer, IT Department
City of Santa Ana
20 Civic Center Plaza
Santa Ana, California 92701
To Consultant:

Greg Catanzano
Chief Executive Officer
Graviton Consulting Services
8801 Folsom Blvd, Suite 120
Sacramento, CA, 95826
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

City Council 9 – 15 7/15/2025

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b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall
City Clerk
Alvaro Nunez
City Manager

APPROVED AS TO FORM RECOMENDED FOR APPROVAL
SONIA R. CARVALHO
City Attorney
By
Jonathan T. Martinez
Assistant City Attorney
Jack Ciulla
Chief Technology Innovations Officer
Information Technology Department
GRAVITON CONSULTING SERVICES, INC.

Greg Catanzano
Chief Executive Officer
Graviton Consulting Services, Inc.

City Council 9 – 16 7/15/2025

EXHIBIT A

SCOPE OF SERVICES
City Council 9 – 17 7/15/2025
City of Santa Ana, CA RFP No. 23-132 ERP System, Including Implementation Services P a g e | 11
4 ERP System Requirements

4.1 Required Functionality
The City is seeking a highly integrated system that can serve as many of the City’s various department’s needs as possible. Table 5, Required Functionality, identifies the solution functionality that is required to be supported by any solution proposed in response to this RFP; if such solution does not offer the specified functionality directly, a 3rd party solution with which the proposed solution has been previously, successfully implemented in a comparable project for another public sector client must be proposed.

Table 5 – Required Functionality
Financial System Human Resources System
General Ledger (GL) / Accounting Employee Master File
Budgeting, including Position Control Recruiting
Procurement / Purchasing Onboarding
Accounts Payable Benefits Administration / Open Enrollment Accounts Receivable / General Billing Leave Administration Vendor Management Learning Management
Cash Receipts / Cashiering Performance Management
Capital Asset Management Training and Certification
Grant Management Personnel Actions
Inventory Management Employee Self Service
Contracts Management Time and Attendance
Payroll Processing / Administration / Management Separation / Off-boarding Bank Reconciliation
Financial Statements/Reporting
Project Accounting

4.2 Additional System Functionality
The City is interested in adopting modern, automated tools that support financial and human resources best practices. Key functionality in these areas would include, but not be limited to: dashboards, mobility, employee portal with electronic time reporting, vendor portal, workflow, robust inquiry and reporting capabilities, etc. Specific functional requirements have been provided in Appendix A – Requirements.

4.3 Required Interfaces
Table 6, Required Interfaces, identifies several additional systems in use across the City for which interfaces with the replacement financial and/or human resources management systems will be required.

Vendor proposals should identify each of these required interfaces and include the necessary work effort related to and cost of these interfaces; a detailed list of system integration requirements is included in Appendix A – ERP Requirements.

City Council 9 – 18 7/15/2025
City of Santa Ana, CA RFP No. 23-132 ERP System, Including Implementation Services P a g e | 12
Table 6 – Required Interfaces
Department / Division 3
rd Party Solution Business Function
Citywide Laserfiche Document Management
Parks & Recreation CivicRec Activity and site reservations Human Resources eSkill Pre-employment Testing and
analysis
Finance Business License Business License Tax Processing and Management
Finance Questica Budget Preparation
Finance/Public Works enQuesta Utility Billing & Customer Information Management
Finance enQuesta Utility Billing
Finance iNovah Cashiering
Finance Custom Outbound/Inbound check file
Finance Custom Inbound CC payments
Police Department InTime Scheduling/timesheets
Planning & Building/Public Works Clariti (To be
implemented 2024)
Replaces Santa Ana
Property Information
Network (SAPIN)
Property Information & Tracking,
Permitting, Inspections, Occupancy,
Code Enforcement
Human Resources Keenan Benefit Bridge Open Enrollment / Benefits Human Resources Insight Online Job Applicant Tracking
Human Resources Onboard Employee onboarding
Human Resources Perform Performance Management
Human Resources Target / Vector Solutions Employee Training Management Human Resources Meridian Learning Management System
Human Resources Adminsure Workers’ Compensation claims
management

4.4 Data Conversion
The City desires to retain, convert and load its current and historical data (including records, libraries, supporting documents, and related file attachment meta-data) to the Future System. Table 7, Data Conversion Requirements, provides a list of data by functional areas and a description; a detailed list of data conversion requirements is included in Appendix A – ERP Requirements.

City Council 9 – 19 7/15/2025
City of Santa Ana, CA RFP No. 23-132 ERP System, Including Implementation Services P a g e | 13
Table 7 – Data Conversion Requirements
Current Repository Description
Infor Lawson ERP
(Current data goes back to 2006)
• General ledger financial data, vendor Information, customer information, budget data, project data, capital asset data, purchase orders, grant data, payment voucher data,
customer invoices, payment data/history, contracts,
inventory, various financial reports including but not limited to Trial Balance, Revenues & Expenditure ledgers.

Questica
(Current data goes back to 2018)
• Budget detail data
• Budget summary data
High Line Corp.
(Current data goes back to 2000)
• Employee data, payroll history, job history, benefit elections, position data/history, performance data, training history, accrual balances.

4.5 Implementation Timeline
The City is seeking guidance from the Proposers based on their experience for the recommended module phasing and timing. Proposers should clearly communicate all key assumptions along with their proposed schedule. The City is open to suggestions for how best to implement the Proposer’s solution. The Proposer’s recommended implementation timeline should be clearly articulated in their proposal response as described in Section 6 – Implementation Approach and Work Plan under the Proposal Submission Requirements discussed in Section 5 of this document.

4.6 Requirements
Proposers must respond to the ERP Requirements included in Appendix A – ERP Requirements; responses should be entered into the document. Proposers are to respond to each of these requirements with one of the following response codes:
• Y – Meets Requirement
• N – Does Not Meet Requirement
• W/C – Workaround Proposed or Customization Needed to Meet Requirement • T – Third-Party Solution to Meet Requirement
Response Codes “Y” and “N” do not require written responses/comments unless the Proposers wish to present additional benefits or opportunities related to their solution and the requirement. However, response codes “W/C” and “T” do require written responses. For these response codes, Proposers must describe how the requirement will be met.

City Council 9 – 20 7/15/2025

EXHIBIT B

COSTS - FEE PROPOSAL
City Council 9 – 21 7/15/2025

EXHIBIT B

COMPENSATION
Fee Proposal including hourly rates if applicable
The tables below represent the payment schedule for the implementation of Oracle Cloud for the City. For each payment, the table lists the estimated completion date and amount.

Phase 1 HCM Implementation Payment Schedule
No. WBS ID Deliverable
Estimated
Completion
Date
Amount
Phase 1 HCM
1 1.0.1 Project Management Month 1 09/30/25 $25,000.00
2 1.2.1 Requirements, Use Cases, BPMs 10/10/25 $17,934.51 3 1.0.2 Project Management Month 2 10/31/25 $40,000.00
4 1.2.2 Business Process Familiarization 11/07/25 $56,550.28 5 1.0.3 Project Management Month 3 11/30/25 $40,000.00
6 1.0.4 Project Management Month 4 12/31/25 $40,000.00
7 1.3.2 CEMLI Cycle 1 01/02/26 $136,976.34
8 1.2.3 Conference Room Pilot 1 01/30/26 $80,635.49
9 1.0.5 Project Management Month 5 01/31/26 $40,000.00
10 1.0.6 Project Management Month 6 02/28/26 $40,000.00 11 1.3.3 CEMLI Cycle 2 03/27/26 $131,740.42
12 1.0.7 Project Management Month 7 03/31/26 $40,000.00 13 1.2.4 Conference Room Pilot 2 04/24/26 $71,210.85
14 1.0.8 Project Management Month 8 04/30/26 $40,000.00 15 1.0.9 Project Management Month 9 05/31/26 $40,000.00 16 1.3.4 CEMLI Cycle 3 06/19/26 $134,881.97
17 1.0.10 Project Management Month 10 06/30/26 $40,000.00 18 1.2.5 Conference Room Pilot 3 07/17/26 $65,974.93
19 1.0.11 Project Management Month 11 07/31/26 $40,000.00 20 1.3.5 CEMLI Cycle 4 08/21/26 $83,567.61
21 1.0.12 Project Management Month 12 08/31/26 $40,000.00 22 1.0.13 Project Management Month 13 09/30/26 $40,000.00 23 1.2.6 System Test 10/16/26 $142,421.69
24 1.0.14 Project Management Month 14 10/31/26 $40,000.00 25 1.3.6 CEMLI Cycle 5 11/13/26 $76,237.32
26 1.0.15 Project Management Month 15 11/30/26 $40,000.00 27 1.2.7 User Acceptance Test 12/11/26 $49,220.00
28 1.0.16 Project Management Month 16 12/31/26 $40,000.00 29 1.3.7 Production Cutover 01/01/27 $36,653.80
30 1.0.17 Project Management Month 17 01/31/27 $40,000.00 31 1.2.8 Production Support 03/26/27 $50,264.79
$1,799,270.00
City Council 9 – 22 7/15/2025
Phase 2 ERP Implementation Payment Schedule
No. WBS ID Deliverable
Estimated
Completion
Date
Amount
Phase 2 ERP
1 2.2.0 Chart of Accounts Design 01/02/26 $58,840.81
2 2.0.1 Project Management Month 1 01/31/26 $15,000.00
3 2.2.1 Requirements, Use Cases, BPMs 02/27/26 $15,467.90 4 2.0.2 Project Management Month 2 02/28/26 $15,000.00
5 2.2.2 Business Process Familiarization 03/27/26 $74,145.19 6 2.0.3 Project Management Month 3 03/31/26 $50,000.00
7 2.0.4 Project Management Month 4 04/30/26 $50,000.00
8 2.3.2 CEMLI Cycle 1 05/22/26 $123,327.61
9 2.0.5 Project Management Month 5 05/31/26 $50,000.00
10 2.2.3 Conference Room Pilot 1 06/19/26 $89,524.03
11 2.0.6 Project Management Month 6 06/30/26 $50,000.00 12 2.0.7 Project Management Month 7 07/31/26 $50,000.00 13 2.3.3 CEMLI Cycle 2 08/14/26 $147,064.52
14 2.0.8 Project Management Month 8 08/31/26 $50,000.00 15 2.2.4 Conference Room Pilot 2 09/18/26 $60,103.63
16 2.0.9 Project Management Month 9 09/30/26 $50,000.00 17 2.0.10 Project Management Month 10 10/31/26 $50,000.00 18 2.3.4 CEMLI Cycle 3 11/13/26 $147,064.52
19 2.0.11 Project Management Month 11 11/30/26 $50,000.00 20 2.2.5 Conference Room Pilot 3 12/18/26 $60,103.63
21 2.0.12 Project Management Month 12 12/31/26 $50,000.00 22 2.3.5 CEMLI Cycle 4 01/29/27 $59,212.10
23 2.0.13 Project Management Month 13 01/31/27 $50,000.00 24 2.0.14 Project Management Month 14 02/28/27 $50,000.00 25 2.2.6 System Test 03/26/27 $149,293.34
26 2.0.15 Project Management Month 15 03/31/27 $50,000.00 27 2.3.6 CEMLI Cycle 5 04/23/27 $56,314.64
28 2.0.16 Project Management Month 16 04/30/27 $50,000.00 29 2.2.7 User Acceptance Test 05/21/27 $67,570.17
30 2.0.17 Project Management Month 17 05/31/27 $50,000.00 31 2.0.18 Project Management Month 18 06/30/27 $50,000.00 32 2.3.7 Production Cutover 07/02/27 $97,919.08
City Council 9 – 23 7/15/2025
No. WBS ID Deliverable
Estimated
Completion
Date
Amount
33 2.0.19 Project Management Month 19 07/31/27 $50,000.00 34 2.2.8 Production Support 10/01/27 $92,718.85
$2,178,670.00
Optional Services
1 Optional Oracle Fusion Analytics Implementation Services $84,710.00 2 Optional Cardon Solutions Implementation Services $300,000.00 City Council 9 – 24 7/15/2025
Graviton Consultant Agreement for City of Santa
Ana (with exhibits) CAO signed(2070609.1) GC
Final Audit Report 2025-06-30
Created: 2025-06-30
By: MELANIE TORRES ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAbt6teyhpdIPwZsUWThDuqYoKMH6r5xos "Graviton Consultant Agreement for City of Santa Ana (with exhi bits) CAO signed(2070609.1) GC" History
Document created by MELANIE TORRES ([email protected]) 2025-06-30 - 3:24:54 PM GMT
Document emailed to Jack Ciulla ([email protected]) for signature 2025-06-30 - 3:25:02 PM GMT
Email viewed by Jack Ciulla ([email protected])
2025-06-30 - 3:25:07 PM GMT
Document e-signed by Jack Ciulla ([email protected]) Signature Date: 2025-06-30 - 3:25:21 PM GMT - Time Source: server Agreement completed.
2025-06-30 - 3:25:21 PM GMT
City Council 9 – 25 7/15/2025
CPQ-3330527 - 1 June 9, 2025

Page 1 of 6 ends

Issued by Graviton Consulting Services, Inc.

Partner Name Graviton Consulting Services Inc. Partner Contact Greg Catanzano Partner Address 8801 Folsom Blvd, Ste 120
Sacramento CA 95826
Phone Number (949) 466-7426
Email Address [email protected]
End User Name CITY OF SANTA ANA End User Technical Contact Jack Ciulla End User Address 20 Civic Center Plz FL 8
Santa Ana, CA 92701
Phone Number +1 (714) 647-5381
Email Address [email protected]
New Subscription
Cloud Services
Data
Center
Region
Quantity Term List Fee Unit Net
Price Net Fee
B91084 – Oracle Fusion Enterprise Resource
Planning Cloud Service – Hosted Employee
North
America
1500 36 mo 2,079,000.00 3.47 187,110.00
B91086 – Oracle Fusion Procurement Cloud Service
– Hosted Employee
North
America
1500 36 mo 2,079,000.00 3.47 187,110.00
B91064 – Oracle Fusion Supply Chain Execution
Cloud Services – Hosted Employee
North
America
1500 36 mo 1,485,000.00 2.48 133,650.00
B84490 – Oracle Additional Test Environment for
Oracle Fusion Cloud Service – Each
North
America
1 36 mo 247,500.00 618.75 22,275.00
B86841 – Oracle Fusion Document Recognition
Cloud Service – Hosted Employee
North
America
1500 36 mo 118,800.00 0.20 10,692.00
B85800 – Oracle Fusion Human Capital Management
Base Cloud Service – Hosted Employee
North
America
1500 36 mo 891,000.00 1.49 80,190.00
B87388 – Oracle Fusion Human Resource Help Desk
Cloud Service – Hosted Employee
North
America
1500 36 mo 237,600.00 0.40 21,384.00
B95499 – Oracle Fusion HCM Communicate Cloud
Service – Hosted Employee
North
America
1500 36 mo 118,800.00 0.20 10,692.00
B94925 – Oracle Fusion Talent Management Cloud
Service – Hosted Named User
North
America
1500 36 mo 415,800.00 0.69 37,422.00
B75365 – Oracle Fusion Time and Labor Cloud
Service – Hosted Named User
North
America
1500 36 mo 178,200.00 0.30 16,038.00
B84490 – Oracle Additional Test Environment for
Oracle Fusion Cloud Service – Each
North
America
1 36 mo 247,500.00 618.75 22,275.00
B85242 – Oracle Fusion Learning Cloud Service –
Hosted Named User
North
America
1500 36 mo 297,000.00 0.50 26,730.00
B95657 – Oracle Fusion Learning Connect Cloud
Service – Hosted Named User
North
America
1500 36 mo 118,800.00 0.20 10,692.00
B86669 – Oracle Cloud Priority Support for SaaS:

Base Fee
North
America
1 36 mo 49,500.00 1,237.50 44,550.00
B86668 – Oracle Cloud Priority Support for SaaS North
America
1 36 mo 58,271.40 1,456.79 52,444.26
B91085 – Oracle Fusion Risk Management Cloud
Service – Hosted Employee
North
America
1500 36 mo 712,800.00 1.19 64,152.00
B86668 – Oracle Cloud Priority Support for SaaS North
America
1 36 mo 26,195.40 654.89 23,575.86
B110322 – Oracle Fusion Payroll Cloud Service for
United States – Hosted Compensated Individual
North
America
1500 36 mo 594,000.00 148.50 53,460.00

GRAVITON CLOUD SERVICES ORDERING DOCUMENT
City Council 9 – 26 7/15/2025
CPQ-3330527 - 1 June 9, 2025

Page 2 of 6 ends

Issued by Graviton Consulting Services, Inc.

Cloud Services
Data
Center
Region
Quantity Term List Fee Unit Net
Price Net Fee
B109620 – Oracle Fusion Workforce Compensation
Cloud Service – Hosted Compensated Individual
North
America
1500 36 mo 5,346.00 133.65 4,811.40
B91920 – Oracle Enterprise Data Management
(EDM) Cloud Service – Hosted 1,000 Records
North
America
10 36 mo 415,800.00 0.69 37,422.00
B86668 – Oracle Cloud Priority Support for SaaS North
America
1 36 mo 237,600.00 0.40 21,384.00
Subtotal 10,613,512.80 $1,068,059.52
Fee Description Net Fee
Cloud Services Fees $1,068,059.52
Total Fees $1,068,059.52
City Council 9 – 27 7/15/2025
CPQ-3330527 - 1 June 9, 2025

Page 3 of 6 ends

Issued by Graviton Consulting Services, Inc.

A. DESCRIPTION AND PRICES FOR ORDERED CLOUD SERVICES

1. Cloud Services Ordered
City of Santa Ana, CA (“City”, “You”, “Your”, or “End User”), has ordered the cloud services described above from Graviton Consulting Services, Inc. (“Graviton”). Your use of these cloud services is subject to the terms in this Ordering Document (the “Order” or “Ordering Document”) and the Oracle Cloud Services executed between You and Oracle America, Inc.

B. TERMS AND FEES FOR ORDERED CLOUD SERVICES

1. Oracle Contract Information
a. Agreements.

End User Cloud Services Agreement.

The end user cloud services agreement applicable to this order is the following:

Effective Version Date:

Oracle Cloud Services Agreement US-CSA-CPQ-3330527 v062223

2. Currency
a. All fees on this order are in US Dollars.

3. Terms
a. All products and services listed on this order are provided by Oracle under, and subject to, the terms of this order, including the agreement and all Oracle documents referenced in this order. You indicate your agreement to the terms of this order, including the agreement, by signing this order, and you represent that you have the authority to bind the company to whom this order is addressed above to the terms of this order and the agreement. As applicable, Oracle processes a partner's order after receipt of a purchase order or a valid credit card. Any terms and conditions on your purchase order are void and have no legal effect. For cloud services, you may not reduce the quantity of services purchased hereunder for distribution to the end user (e.g., user or record counts, storage, etc.), in whole or in part, during the Services Period set forth above. The Services Period for the cloud services commences on September 15, 2025.

4. Fees
a. The cloud services payment frequency applies to all cloud services fees and taxes. All fees payable to Graviton are due 45 days from the invoice date.

Once placed, your order is non-cancelable and the sums paid nonrefundable, except as otherwise provided herein or in the agreement. You will pay any sales, value-added or other similar taxes imposed by applicable law that Graviton must pay based on the cloud services you ordered, except for taxes based on Graviton's income. Unless specifically stated otherwise, fees for cloud services listed in this order are exclusive of taxes and expenses. You agree not to disclose the terms of this order to any third party.

Cloud Services Payment Frequency: Your payment frequency is Quarterly.

5. Offer Validity
a. This order is valid through 30-SEP-2025 and shall become binding upon execution by you and acceptance by Graviton.

6. Price Hold for Cloud Services
During the Services Period, you may order additional quantities of the cloud services acquired under this order for distribution to the end user at the Unit Net Price specified above. This price hold does not apply to Eloqua Marketing Platform Cloud Service, to any Customer Success Services listed as cloud services in the Services Ordered table of this order (including, without limitation, Cloud Priority Support for SaaS, Enhanced Support Services for SaaS, Mission Critical Response for SaaS, Solution Support Center for SaaS, Oracle Mission Critical Support for SaaS, Oracle Critical Process Management for SaaS, Oracle Regression Testing Services for SaaS, Oracle Business Help Desk for SaaS, or Oracle Extensions and Integrations Support for SaaS), to any renewals or extensions of the cloud services ordered hereunder, to cloud services ordered pursuant to a separate Oracle discount or promotion, or to any cloud services other than those listed in the initial purchase under this order.

7. Non-Appropriation
In the event the City has not appropriated funds for a new fiscal year period, and the City provides Graviton and Oracle with written notice of such nonappropriation, you may terminate this order immediately without penalty or expense; provided, however, that: (a) for each of the 12-month terms of the order, you must provide a purchase order, and (b) your issuance of each 12-month purchase order shall signify to Graviton and Oracle that all funds for the given 12-month term have been fully appropriated and encumbered by the City. In the event that the City provide the written notice as described above to terminate its order with Graviton for the cloud services specified in the tables above section A, you may terminate this order. Notwithstanding the foregoing, you agree to pay for all cloud services performed by Oracle prior to Oracle's receipt of the City's notice of non-appropriations and your written confirmation that the order between you and Graviton for the cloud services specified in the table above section A have been terminated.

8. No Auto-Renewal
Notwithstanding any statement, to the contrary in the service specifications, the parties expressly agree that the cloud services acquired under this order will not auto-renew.

City Council 9 – 28 7/15/2025
CPQ-3330527 - 1 June 9, 2025

Page 4 of 6 ends

Issued by Graviton Consulting Services, Inc.

9. Rebalancing
Notwithstanding anything to the contrary in this order and subject to the conditions specified below, you have the option to re-allocate the User and Usage quantities ("Rebalance" or "Rebalancing") among the following Oracle Cloud Services (and associated optional services) listed in this order as applicable but only within a pillar (as defined below): Oracle Fusion Cloud, Taleo Enterprise Cloud Services, Eloqua Cloud Services, Oracle RightNow Cloud Services and BigMachines Cloud Services. For the purposes of this Rebalance option, a pillar is equal to one of the following: CX, HCM or ERP.

By providing Graviton and Oracle with written notice of your intent to exercise the option to Rebalance, you may exercise the option to Rebalance provided that:
a. you may only Rebalance with respect to Cloud Services subscriptions that you have already purchased from Graviton and that are still in effect at the time of the Rebalancing;
b. you may only Rebalance with respect to subscription Cloud Services (e.g., bases and options) and you may not apply Rebalancing to other services (such as managed services or professional/consulting services) or operational services such as Additional Test Environment or Virtual Private Network, which are not a user based metric or a usage based metric; c. you may Rebalance once within the first 12 months from the Cloud Services Start Date of this order, and once within the following 12 month period; d. you provide your Graviton sales representative with 30 days prior written notice of your intent to exercise the Rebalance (with the 30 day notice period being the "Thirty Day Period"), and you issue a new PO for the new or amended order (that reflects the results of the Rebalance) with a new invoicing schedule;
e. you enter into a new or amended order with Graviton for distribution to the end user reflecting the results of the Rebalance within the Thirty Day Period; f. your annual renewable revenue, with respect to Cloud Services, has not decreased; g. you may not use this Rebalance option with any products that have pooled usage or in conjunction with any Oracle Cloud promotions; h. you may not Rebalance any fees which have already been used or that have already been applied to Cloud Services under this order; i. Rebalancing conversions are based on the list prices of the applicable Cloud Services as of the date of your original order; and j. Oracle may contact the City directly to confirm its consent to the Rebalancing (without which Oracle is not obligated to proceed with the Rebalancing) and to coordinate any related end user actions that may be required.

10. Option periods
You shall have an option to renew your subscription for the same services listed in the table above at the same usage limits for Seven (7) additional 12 Months renewal periods, each "Option Period" for the fees specified. Professional Services are not included in the Periods.

You must provide Graviton a minimum of 30 days' notice prior to the expiration of a service term of your intent to exercise an Option Period and you must execute an order for the new option period prior to the expiration date of the existing service period. The cloud services listed above may not be renewed at the option year pricing listed above if: (i) Oracle is no longer making such cloud services generally available to customers, or (ii) You are seeking to cancel or reduce the number of user licenses of the cloud services set forth in this ordering document.

Option Period 1: (commencing the day after the last day of the Services Period specified on this order): $[Total 12-month annualized Cloud Services fees for the Services Period under this order] x 1.03%
Option Period 2: $[Total 12-month annualized Cloud Services fees for Option Year 1] x 1.03% Option Period 3: $[Total 12-month annualized Cloud Services fees for Option Year 2] x 1.03% Option Period 4: $[Total 12-month annualized Cloud Services fees for Option Year 3] x 1.03% Option Period 5: $[Total 12-month annualized Cloud Services fees for Option Year 4] x 1.03% Option Period 6: $[Total 12-month annualized Cloud Services fees for Option Year 5] x 1.03% Option Period 7: $[Total 12-month annualized Cloud Services fees for Option Year 6] x 1.03% The order is subject to and incorporates the terms and conditions contained in Section C set forth below ("Additional End User Terms"). Oracle is an irrevocable third party beneficiary of the order between you and Graviton, but does not assume any of Graviton’s obligations thereunder. Oracle will have no liability to the City arising out of or relating to Graviton’s non-compliance with the End User Terms. Should the City fail to be in compliance with the additional End User Terms below, or because of any other circumstance outside of Oracle's control, Oracle may suspend or terminate the cloud services under this ordering document. In the event of termination, the end user's right to receive cloud services under this ordering document is automatically forfeited.

11. Price Hold
For a period of 60 months from the Cloud Services Start Date of this order, You may order the Cloud Services specified below at the appropriate fee specified below, provided the Cloud Services are available in production release when ordered.

Part No. Description Metric Monthly Fee
B91150 Fusion ERP Analytics Hosted Named User Per Month 49.5 B98137 Oracle Fusion HCM Analytics Hosted Named User 49.5 City Council 9 – 29 7/15/2025
CPQ-3330527 - 1 June 9, 2025

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C. ADDITIONAL END USER TERMS

1. Additional End User Terms To Include In The End User Order a. The order is subject to and incorporates the terms and conditions contained in this section C in the form set forth below ("End User Terms"). Oracle is an irrevocable third party beneficiary of the order between Graviton and the City, but does not assume any of Graviton’s obligations thereunder. Oracle will have no liability to the City arising out of or relating to the City’s non-compliance with the End User Terms. Should the City fail to be in compliance with the additional End User Terms below, or because of any other circumstance outside of Oracle's control, then you agree Oracle may suspend or terminate the cloud services under this order. In the event of termination, the end user's right to receive cloud services under this order is automatically forfeited by you.

2. Non-Appropriation
In the event funds are not appropriated for a new fiscal year period, You may terminate this order immediately without penalty or expense upon written notice to Graviton and to Oracle; provided, however, that: (a) for each of the 12-month terms of the order, You must provide a purchase order, and (b) Your issuance of each 12-month purchase order shall signify to Oracle that all funds for the given 12-month term have been fully appropriated and encumbered. Notwithstanding the foregoing, You agree to pay for all Services performed by Oracle prior to Oracle's and Graviton’s receipt of Your notice of non-appropriation."

3. No Auto-Renewal
Notwithstanding any statement to the contrary in the Service Specifications, You expressly agree that the Cloud Services acquired under this order will not auto-renew.

4. Option Periods
You shall have an option to renew your subscription for the same services listed in this order at the same usage limits for Seven (7) additional 12 Months renewal periods, each "Option Period" for additional fees to be determined by Graviton. Professional Services are not included in the Option Periods.

You must provide Graviton a minimum of 30 days' notice prior to the expiration of a service term of your intent to exercise an Option Period and execute an order for the new option period prior to the expiration date of the existing service period. The Cloud Services listed above may not be renewed at the option period pricing listed above if: (i) Oracle is no longer making such Cloud Services generally available to customers, or (ii) You are seeking to cancel or reduce the number of user licenses of the Cloud Services set forth in this order." D. Other

1. Order of Precedence
In the event of inconsistencies between the terms contained in this order and the agreement referenced above, this order shall take precedence. This order will override and control over the terms contained in any purchase order.

E. Modification to the End User Cloud Services Agreement

1. Limitation of Liability
For the purposes of this order only, delete Section 7.2 under Section 7 (Limitation of Liability) of the End User Cloud Services Agreement and replace with the following:
“IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT

OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE UNDER YOUR ORDER FOR THE ORACLE PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY DURING THE THIRTY-SIX (36) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY.”

2. Governing Law
For the purposes of this order only, add the following as a new Section 18.6 under Section 18 (Other) of the End User Cloud Services Agreement:
“This agreement is governed by the substantive and procedural laws of the State of California.” City Council 9 – 30 7/15/2025
CPQ-3330527 - 1 June 9, 2025

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F. NOT TO EXCEED CONTRACT AMOUNT
The total amount to be expended on all PaaS, IaaS, and SaaS services during the term of this agreement, including any option periods, shall not exceed $5,027,000.00. The City Manager or their designee shall have authority to execute PaaS, IaaS, and/or SaaS Ordering Documents during the term of this agreement, including any option periods, provided the City’s cumulative expenditures under such Ordering Documents do not exceed $5,027,000.00. This Section shall apply to all future ordering documents from September 1, 2025 – August 31, 2028, and any optional extensions exercised by the Parties, as approved by the City Council for the City of Santa Ana on July 15, 2025 G. ENTIRE AGREEMENT
By signing below, we each agree that the agreement and this order constitute the entire agreement between You and Graviton with regard to the subject matter herein and as such, no other preprinted, non-negotiated or other terms and conditions on any document provided by partner or end user (e.g., on a purchase order or elsewhere) shall apply. This order is placed subject to the terms of the agreement.

The signature below affirms your commitment to pay for the cloud services ordered in accordance with the terms of this order and the agreement.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall
City Clerk
Alvaro Nunez
City Manager

APPROVED AS TO FORM RECCOMENDED FOR APPROVAL
SONIA R. CARVALHO
City Attorney
By
Jonathan T. Martinez
Assistant City Attorney
Jack Ciulla
Chief Technology Innovations Officer
Information Technology Department
GRAVITON CONSULTING SERVICES, INC.

Greg Catanzano
Chief Executive Officer
Graviton Consulting Services, Inc.

City Council 9 – 31 7/15/2025
Graviton OD-3330527 (SaaS) City of Santa
Ana, CA 2.0 (rec'd 6-26-2025) - CAO
signed(2070607.2)
Final Audit Report 2025-06-30
Created: 2025-06-30
By: MELANIE TORRES ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAg_XjBGnLqIoSLHmDuGWYBCAaXphray8e "Graviton OD-3330527 (SaaS) City of Santa Ana, CA 2.0 (rec'd 6-26-2025) - CAO signed(2070607.2)" History
Document created by MELANIE TORRES ([email protected]) 2025-06-30 - 3:23:38 PM GMT
Document emailed to Jack Ciulla ([email protected]) for signature 2025-06-30 - 3:23:42 PM GMT
Email viewed by Jack Ciulla ([email protected])
2025-06-30 - 3:23:53 PM GMT
Document e-signed by Jack Ciulla ([email protected]) Signature Date: 2025-06-30 - 3:24:57 PM GMT - Time Source: server Agreement completed.
2025-06-30 - 3:24:57 PM GMT
City Council 9 – 32 7/15/2025
June 9, 2025

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Partner Name Graviton Consulting Services Inc. Partner Contact Greg Catanzano Partner Address 8801 Folsom Blvd, Ste 120
Sacramento CA 95826
Phone Number (949) 466-7426
Email Address [email protected]
End User Name CITY OF SANTA ANA End User Technical Contact Jack Ciulla End User Address 20 Civic Center Plz FL 8
Santa Ana, CA 92701
Phone Number +1 (714) 647-5381
Email Address [email protected]
New Subscription
Cloud Services
Data Center
Region
Quantity
Term
Funded
Allocation
Value
B88206 - Oracle PaaS and IaaS
Universal Credits
North
America
26100 12 mo 26,100.00
Subtotal 26,100.00
Fee Description Net Fee
Cloud Services Fees 26,100.00
Total Fees 26,100.00

GRAVITON CLOUD SERVICES ORDERING DOCUMENT
City Council 9 – 33 7/15/2025
June 9, 2025

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Rate Card Pricing for IaaS/PaaS Public Cloud Services
B88206 - Oracle PaaS and IaaS Universal Credits
Cloud Service Category Discounts
Cloud Service Category Discount %
Management Cloud Service 0
Big Data Cloud Service 0
Application Development Cloud Service 0
Content Management Cloud Service 0
Analytics Cloud Service 0
Storage Cloud Service 0
Security and Identity Management Cloud Service 0
Enterprise Integration Cloud Service 0
Data Integration Cloud Service 0
Network Cloud Service 0
Compute Cloud Service 0
Data Management Cloud Service 0
Not Discount Eligible 0
City Council 9 – 34 7/15/2025
June 9, 2025

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Usage Item Description Metric List Price Overage Net Unit Price Management Cloud Service
B109358 - Oracle Cloud Infrastructure-MySQL DatabaseOracle Ops Insights for MySQL HeatWave
OCPU Per Hour 0.015 0.015
B109359 - Oracle Cloud Infrastructure-MySQL DatabaseOracle Ops Insights for MySQL HeatWave
ECPU Per Hour 0.0075 0.0075
B92809 - Oracle Cloud Infrastructure Logging Analytics-Archival Storage
Logging Analytics Storage Unit
Per Hour

0.02 0.02
B92888 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Basic
OCPU Per Hour 0.0 0.0
B92889 - Oracle Cloud Infrastructure Ops Insights for Cloud Databases
OCPU Per Hour 0.015 0.015
B92890 - Oracle Cloud Infrastructure Ops Insights for External Oracle Databases and Host
Host CPU Core Per Hour 0.015 0.015
B92940 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Tracing Data-Free
1,000 Events Per Hour 0.0 0.0
B92941 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Tracing Data
100,000 Events Per Hour 0.65 0.65
B92942 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Synthetic Usage
10 Monitor Runs Per Hour 0.02 0.02
B93082 - Oracle Cloud Infrastructure-Database ManagementExternal DB BYOL Host CPU Core Per Hour 0.025 0.025
B93083 - Oracle Cloud Infrastructure-Database ManagementExternal DB Host CPU Core Per Hour 0.05 0.05
B93426 - Oracle Cloud Infrastructure-Database ManagementCloud Databases OCPU Per Hour 0.05 0.05
B93705 - Oracle Cloud Infrastructure Ops Insights for
Warehouse-Extract
Gigabyte Per Month 2.0 2.0
B93706 - Oracle Cloud Infrastructure Ops Insights for
Warehouse-Instance
OCPU Per Hour 0.5377 0.5377
B95634 - Oracle Cloud Infrastructure Logging Analytics-Active Storage
Logging Analytics Storage Unit
Per Month 0 - 35
372.0 372.0
City Council 9 – 35 7/15/2025
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Usage Item Description Metric List Price Overage Net Unit Price Logging Analytics Storage Unit
Per Month 35 - 103
260.4 260.4
Logging Analytics Storage Unit
Per Month 103 - 223.2 223.2
999999999999999
B96199 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Basic
ECPU Per Hour 0.0 0.0
B96200 - Oracle Cloud Infrastructure-Database ManagementAutonomous Databases-ECPU ECPU Per Hour 0.025 0.025
B96629 - Oracle Cloud Infrastructure-Application Performance Monitoring Service-Synthetic Usage-Free
10 Monitor Runs Per Hour 0.0 0.0
B97140 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Full
ECPU Per Hour 0.0075 0.0075
B99259 - Oracle Cloud Infrastructure-Application Performance Monitoring Service-Stack Monitoring-Enterprise Edition
10 Monitored Resources Per
Hour

0.38 0.38
Big Data Cloud Service
B108080 - Oracle Cloud Infrastructure Generative AI-Large Meta
10,000 Transactions 0.015 0.015
B108085 - Oracle Cloud Infrastructure Generative AI-Large Meta-Dedicated
AI Unit Per Hour 12.0 12.0
B108711 - Oracle Cloud Infrastructure-Language-Dedicated

20.0 0.0

0.25 0.015

0.0 0.0002

0.0 0.5

0.0 0.25

20.0 0.0

0.25 0.015

0.0 0.0002

0.0 0.5

0.0 0.25
Inferencing-Healthcare
Inferencing Unit Hour
B93423 - Oracle Cloud AI Services-Language-Pre-trained
Inferencing
1,000 Transactions 0 - 5
1,000 Transactions 5 -
999999999999999
B93555 - Oracle Big Data Service
OCPU Per Hour
B94282 - Oracle Cloud Infrastructure-Data Labeling
Annotated Data Record 0 - 1000
Annotated Data Record 1000 -
999999999999999
B94896 - Oracle Cloud Infrastructure-Speech
Transcription Hour 0 - 5
Transcription Hour 5 -
999999999999999
B94973 - Oracle Cloud Infrastructure-Vision-Image Analysis 1,000 Transactions 0 - 5
1,000 Transactions 5 -
999999999999999
City Council 9 – 36 7/15/2025
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Usage Item Description Metric List Price Overage Net Unit Price B94974 - Oracle Cloud Infrastructure-Vision-OCR

0.0 1.0

0.0 1.5

3.5 0.0

1.5 0.0

1.5 0.0

10.0 0.0

0.0 1.0

0.0 1.5

3.5 0.0

1.5 0.0

1.5 0.0

10.0 0.0
1,000 Transactions 0 - 5
1,000 Transactions 5 -
999999999999999
B94977 - Oracle Cloud Infrastructure-Vision-Custom Training Training Hour 0 - 15
Training Hour 15 -
999999999999999
B95917 - Oracle Cloud Infrastructure-Language-Custom
Inferencing
1000 Transactions
B95918 - Oracle Cloud Infrastructure-Language-Custom
Inferencing-Dedicated
Inferencing Unit Hour 0 - 15
Inferencing Unit Hour 15 -
999999999999999
B95919 - Oracle Cloud Infrastructure-Language-Custom
Training
Training Hour 0 - 15
Training Hour 15 -
999999999999999
B95920 - Oracle Cloud Infrastructure-Language-Text
Translation
1000 Transactions 0 - 1
1000 Transactions 1 -
999999999999999
B96110 - Oracle Cloud Infrastructure-Document UnderstandingOCR 1,000 Transactions 0 - 5
1,000 Transactions 5 -

1.0 0.0

0.25 0.0

10.0 0.0

1.5 0.0

1.5 1.0

0.0 0.25

0.0 10.0

0.0 1.5

0.0 1.5
999999999999999
B96111 - Oracle Cloud Infrastructure-Document UnderstandingDocument Properties 1,000 Transactions 0 - 5
1,000 Transactions 5 -
999999999999999
B96112 - Oracle Cloud Infrastructure-Document UnderstandingDocument Extraction 1,000 Transactions 0 - 5
1,000 Transactions 5 -
999999999999999
B96113 - Oracle Cloud Infrastructure-Document UnderstandingCustom Training Training Hour 0 - 15
Training Hour 15 -
999999999999999
B97193 - Oracle Cloud Infrastructure-Document UnderstandingCustom Document Properties 1,000 Transactions 0 - 5
1,000 Transactions 5 -
999999999999999
B97194 - Oracle Cloud Infrastructure-Document UnderstandingCustom Document Extraction City Council 9 – 37 7/15/2025
June 9, 2025

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Usage Item Description Metric List Price Overage Net Unit Price 1,000 Transactions 0 - 5

0.0 30.0

0.0 30.0
1,000 Transactions 5 -
999999999999999
Application Development Cloud Service
B108130 - Oracle Backend for Spring Boot and MicroservicesStandard Edition-Marketplace Each 0.0 0.0
B89646 - Oracle Visual Builder
OCPU Per Hour 1.2365 1.2365
B90203 - Oracle Visual Builder Studio-Additional Storage Gigabyte Storage Capacity Per
Month

1.6 1.6
B90260 - Oracle Digital Assistant Cloud Service
Request 0.0232 0.0232
B90304 - Oracle Mobile Hub Cloud Service
Request 0.0028 0.0028
B91346 - Oracle WebLogic Server Enterprise Edition for Oracle Cloud Infrastructure
OCPU Per Hour 0.2581 0.2581
B91347 - Oracle WebLogic Suite for Oracle Cloud Infrastructure OCPU Per Hour 0.4646 0.4646
B92302 - Oracle Cloud Infrastructure-Blockchain Platform Cloud
Service-Standard
OCPU Per Hour 0.215 0.215
B92303 - Oracle Cloud Infrastructure-Blockchain Platform Cloud
Service-Enterprise
OCPU Per Hour 0.4301 0.4301
B92304 - Oracle Cloud Infrastructure-Blockchain Platform Cloud
Service-Storage
Terabyte Storage Capacity Per
Month

70.4 70.4
B92305 - Oracle Cloud Infrastructure-Blockchain Platform Cloud
Service-Enterprise-BYOL
OCPU Per Hour 0.3226 0.3226
B92913 - Oracle WebLogic Server Enterprise Edition for Oracle Cloud Infrastructure Container Engine for Kubernetes
OCPU Per Hour 0.2581 0.2581
B92914 - Oracle WebLogic Server Suite for Oracle Cloud
Infrastructure Container Engine for Kubernetes
OCPU Per Hour 0.4646 0.4646
B96582 - Oracle Tuxedo for Oracle Cloud Infrastructure
OCPU Per Hour 0.5433 0.5433
B96583 - Oracle Tuxedo Enterprise Edition for Oracle Cloud Infrastructure
OCPU Per Hour 0.8149 0.8149
B96584 - Oracle Tuxedo Mainframe Modernization Runtimes for City Council 9 – 38 7/15/2025
June 9, 2025

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Usage Item Description Metric List Price Overage Net Unit Price Oracle Cloud Infrastructure
OCPU Per Hour 1.0866 1.0866
Content Management Cloud Service
B108776 - WebCenter Imaging For Oracle Cloud Infrastructure OCPU Per Hour 0.6394 0.6394
B108777 - WebCenter Enterprise Capture For Oracle Cloud Infrastructure
OCPU Per Hour 0.417 0.417
B108778 - WebCenter Enterprise Capture Standard Edition For Oracle Cloud Infrastructure
OCPU Per Hour 0.2085 0.2085
B108779 - WebCenter Sites For Oracle Cloud Infrastructure OCPU Per Hour 0.695 0.695
B108780 - WebCenter Sites Satellite Server For Oracle Cloud Infrastructure
OCPU Per Hour 0.1738 0.1738
B108781 - WebCenter Portal For Oracle Cloud Infrastructure OCPU Per Hour 0.8688 0.8688
B108782 - WebCenter Forms Recognition For Oracle Cloud
Infrastructure
OCPU Per Hour 0.695 0.695
B108783 - WebCenter Content For Oracle Cloud Infrastructure OCPU Per Hour 1.1989 1.1989
B108784 - WebCenter Universal Content Management For
Oracle Cloud Infrastructure
OCPU Per Hour 0.7993 0.7993
B95279 - Media Services-Media Flow-Standard-H264-SDBelow 30fps
Minute of Output Media Content 0.001 0.001
B95280 - Media Services-Media Flow-Standard-H264-SDAbove 30fps and Below 60fps Minute of Output Media Content 0.002 0.002
B95281 - Media Services-Media Flow-Standard-H264-SDAbove 60fps and Below 120fps Minute of Output Media Content 0.003 0.003
B95282 - Media Services-Media Flow-Standard-H264-HDBelow 30fps Minute of Output Media Content 0.003 0.003
B95283 - Media Services-Media Flow-Standard-H264-HDAbove 30fps and Below 60fps Minute of Output Media Content 0.004 0.004
B95284 - Media Services-Media Flow-Standard-H264-HDAbove 60fps and Below 120fps Minute of Output Media Content 0.01 0.01
B95285 - Media Services-Media Flow-Standard-H264-4k-Below 30fps
Minute of Output Media Content 0.015 0.015
B95286 - Media Services-Media Flow-Standard-H264-4k-Above 30fps and Below 60fps
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Usage Item Description Metric List Price Overage Net Unit Price Minute of Output Media Content 0.018 0.018
B95287 - Media Services-Media Flow-Standard-H264-4k-Above 60fps and Below 120fps
Minute of Output Media Content 0.036 0.036
B95288 - Media Services-Media Flow-Standard-VP8-SD-Below 30fps
Minute of Output Media Content 0.003 0.003
B95289 - Media Services-Media Flow-Standard-VP8-SD-Above 30fps and Below 60fps
Minute of Output Media Content 0.004 0.004
B95290 - Media Services-Media Flow-Standard-VP8-SD-Above 60fps and Below 120fps
Minute of Output Media Content 0.007 0.007
B95291 - Media Services-Media Flow-Standard-VP8-HD-Below 30fps
Minute of Output Media Content 0.008 0.008
B95292 - Media Services-Media Flow-Standard-VP8-HD-Above 30fps and Below 60fps
Minute of Output Media Content 0.01 0.01
B95293 - Media Services-Media Flow-Standard-VP8-HD-Above 60fps and Below 120fps
Minute of Output Media Content 0.015 0.015
B95294 - Media Services-Media Flow-Standard-VP8-4k-Below 30fps
Minute of Output Media Content 0.036 0.036
B95295 - Media Services-Media Flow-Standard-VP8-4k-Above 30fps and Below 60fps
Minute of Output Media Content 0.04 0.04
B95296 - Media Services-Media Flow-Standard-VP8-4k-Above 60fps and Below 120fps
Minute of Output Media Content 0.05 0.05
B95297 - Media Services-Media Flow-Standard-H265VP9-SDBelow 30fps Minute of Output Media Content 0.005 0.005
B95298 - Media Services-Media Flow-Standard-H265VP9-SDAbove 30fps and Below 60fps Minute of Output Media Content 0.007 0.007
B95299 - Media Services-Media Flow-Standard-H265VP9-SDAbove 60fps and Below 120fps Minute of Output Media Content 0.012 0.012
B95300 - Media Services-Media Flow-Standard-H265VP9-HDBelow 30fps Minute of Output Media Content 0.01 0.01
B95301 - Media Services-Media Flow-Standard-H265VP9-HDAbove 30fps and Below 60fps Minute of Output Media Content 0.02 0.02
B95302 - Media Services-Media Flow-Standard-H265VP9-HDAbove 60fps and Below 120fps Minute of Output Media Content 0.03 0.03
B95303 - Media Services-Media Flow-Standard-H265VP9-4kCity Council 9 – 40 7/15/2025 June 9, 2025

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Usage Item Description Metric List Price Overage Net Unit Price Below 30fps
Minute of Output Media Content 0.026 0.026
B95304 - Media Services-Media Flow-Standard-H265VP9-4kAbove 30fps and Below 60fps Minute of Output Media Content 0.05 0.05
B95305 - Media Services-Media Flow-Standard-H265VP9-4kAbove 60fps and Below 120fps Minute of Output Media Content 0.063 0.063
B95306 - Media Services-Media Flow-Speed-H264-SD-Below
30fps
Minute of Output Media Content 0.002 0.002
B95307 - Media Services-Media Flow-Speed-H264-SD-Above
30fps and Below 60fps
Minute of Output Media Content 0.003 0.003
B95308 - Media Services-Media Flow-Speed-H264-SD-Above
60fps and Below 120fps
Minute of Output Media Content 0.004 0.004
B95309 - Media Services-Media Flow-Speed-H264-HD-Below
30fps
Minute of Output Media Content 0.004 0.004
B95310 - Media Services-Media Flow-Speed-H264-HD-Above
30fps and Below 60fps
Minute of Output Media Content 0.005 0.005
B95311 - Media Services-Media Flow-Speed-H264-HD-Above
60fps and Below 120fps
Minute of Output Media Content 0.012 0.012
B95312 - Media Services-Media Flow-Speed-H264-4k-Below
30fps
Minute of Output Media Content 0.018 0.018
B95313 - Media Services-Media Flow-Speed-H264-4k-Above
30fps and Below 60fps
Minute of Output Media Content 0.02 0.02
B95314 - Media Services-Media Flow-Speed-H264-4k-Above
60fps and Below 120fps
Minute of Output Media Content 0.04 0.04
B95315 - Media Services-Media Flow-Speed-VP8-SD-Below
30fps
Minute of Output Media Content 0.005 0.005
B95316 - Media Services-Media Flow-Speed-VP8-SD-Above
30fps and Below 60fps
Minute of Output Media Content 0.006 0.006
B95317 - Media Services-Media Flow-Speed-VP8-SD-Above
60fps and Below 120fps
Minute of Output Media Content 0.008 0.008
B95318 - Media Services-Media Flow-Speed-VP8-HD-Below
30fps
Minute of Output Media Content 0.012 0.012
B95319 - Media Services-Media Flow-Speed-VP8-HD-Above
30fps and Below 60fps
Minute of Output Media Content 0.015 0.015
City Council 9 – 41 7/15/2025
June 9, 2025

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Usage Item Description Metric List Price Overage Net Unit Price B95320 - Media Services-Media Flow-Speed-VP8-HD-Above
60fps and Below 120fps
Minute of Output Media Content 0.018 0.018
B95321 - Media Services-Media Flow-Speed-VP8-4k-Below
30fps
Minute of Output Media Content 0.048 0.048
B95322 - Media Services-Media Flow-Speed-VP8-4k-Above
30fps and Below 60fps
Minute of Output Media Content 0.05 0.05
B95323 - Media Services-Media Flow-Speed-VP8-4k-Above
60fps and Below 120fps
Minute of Output Media Content 0.06 0.06
B95324 - Media Services-Media Flow-Speed-H265VP9-SDBelow 30fps Minute of Output Media Content 0.006 0.006
B95325 - Media Services-Media Flow-Speed-H265VP9-SDAbove 30fps and Below 60fps Minute of Output Media Content 0.008 0.008
B95326 - Media Services-Media Flow-Speed-H265VP9-SDAbove 60fps and Below 120fps Minute of Output Media Content 0.015 0.015
B95327 - Media Services-Media Flow-Speed-H265VP9-HDBelow 30fps Minute of Output Media Content 0.012 0.012
B95328 - Media Services-Media Flow-Speed-H265VP9-HDAbove 30fps and Below 60fps Minute of Output Media Content 0.025 0.025
B95329 - Media Services-Media Flow-Speed-H265VP9-HDAbove 60fps and Below 120fps Minute of Output Media Content 0.036 0.036
B95330 - Media Services-Media Flow-Speed-H265VP9-4kBelow 30fps Minute of Output Media Content 0.05 0.05
B95331 - Media Services-Media Flow-Speed-H265VP9-4kAbove 30fps and Below 60fps Minute of Output Media Content 0.06 0.06
B95332 - Media Services-Media Flow-Speed-H265VP9-4kAbove 60fps and Below 120fps Minute of Output Media Content 0.075 0.075
B95333 - Media Services-Media Flow-Quality-H264-SD-Below 30fps
Minute of Output Media Content 0.003 0.003
B95334 - Media Services-Media Flow-Quality-H264-SD-Above 30fps and Below 60fps
Minute of Output Media Content 0.004 0.004
B95335 - Media Services-Media Flow-Quality-H264-SD-Above 60fps and Below 120fps
Minute of Output Media Content 0.005 0.005
B95336 - Media Services-Media Flow-Quality-H264-HD-Below 30fps
City Council 9 – 42 7/15/2025
June 9, 2025

Page 11 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Minute of Output Media Content 0.005 0.005
B95337 - Media Services-Media Flow-Quality-H264-HD-Above 30fps and Below 60fps
Minute of Output Media Content 0.006 0.006
B95338 - Media Services-Media Flow-Quality-H264-HD-Above 60fps and Below 120fps
Minute of Output Media Content 0.015 0.015
B95339 - Media Services-Media Flow-Quality-H264-4k-Below 30fps
Minute of Output Media Content 0.024 0.024
B95340 - Media Services-Media Flow-Quality-H264-4k-Above 30fps and Below 60fps
Minute of Output Media Content 0.03 0.03
B95341 - Media Services-Media Flow-Quality-H264-4k-Above 60fps and Below 120fps
Minute of Output Media Content 0.05 0.05
B95342 - Media Services-Media Flow-Quality-VP8-SD-Below 30fps
Minute of Output Media Content 0.006 0.006
B95343 - Media Services-Media Flow-Quality-VP8-SD-Above 30fps and Below 60fps
Minute of Output Media Content 0.008 0.008
B95344 - Media Services-Media Flow-Quality-VP8-SD-Above 60fps and Below 120fps
Minute of Output Media Content 0.01 0.01
B95345 - Media Services-Media Flow-Quality-VP8-HD-Below 30fps
Minute of Output Media Content 0.015 0.015
B95346 - Media Services-Media Flow-Quality-VP8-HD-Above 30fps and Below 60fps
Minute of Output Media Content 0.018 0.018
B95347 - Media Services-Media Flow-Quality-VP8-HD-Above 60fps and Below 120fps
Minute of Output Media Content 0.02 0.02
B95348 - Media Services-Media Flow-Quality-VP8-4k-Below 30fps
Minute of Output Media Content 0.054 0.054
B95349 - Media Services-Media Flow-Quality-VP8-4k-Above 30fps and Below 60fps
Minute of Output Media Content 0.06 0.06
B95350 - Media Services-Media Flow-Quality-VP8-4k-Above 60fps and Below 120fps
Minute of Output Media Content 0.07 0.07
B95351 - Media Services-Media Flow-Quality-H265VP9-SDBelow 30fps Minute of Output Media Content 0.03 0.03
B95352 - Media Services-Media Flow-Quality-H265VP9-SDAbove 30fps and Below 60fps Minute of Output Media Content 0.045 0.045
B95353 - Media Services-Media Flow-Quality-H265VP9-SDCity Council 9 – 43 7/15/2025 June 9, 2025

Page 12 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Above 60fps and Below 120fps
Minute of Output Media Content 0.06 0.06
B95354 - Media Services-Media Flow-Quality-H265VP9-HDBelow 30fps Minute of Output Media Content 0.06 0.06
B95355 - Media Services-Media Flow-Quality-H265VP9-HDAbove 30fps and Below 60fps Minute of Output Media Content 0.09 0.09
B95356 - Media Services-Media Flow-Quality-H265VP9-HDAbove 60fps and Below 120fps Minute of Output Media Content 0.12 0.12
B95357 - Media Services-Media Flow-Quality-H265VP9-4kBelow 30fps Minute of Output Media Content 0.12 0.12
B95358 - Media Services-Media Flow-Quality-H265VP9-4kAbove 30fps and Below 60fps Minute of Output Media Content 0.18 0.18
B95359 - Media Services-Media Flow-Quality-H265VP9-4kAbove 60fps and Below 120fps Minute of Output Media Content 0.24 0.24
B95375 - Media Services-Media Streams
GB of Packaged Content 0.05 0.05
Analytics Cloud Service
B89630 - Oracle Analytics Cloud-Professional
OCPU Per Hour 1.0753 1.0753
B89631 - Oracle Analytics Cloud-Enterprise
OCPU Per Hour 2.1506 2.1506
B89636 - Oracle Analytics Cloud-Professional-BYOL
OCPU Per Hour 0.3226 0.3226
B89637 - Oracle Analytics Cloud-Enterprise-BYOL
OCPU Per Hour 0.3226 0.3226
B92335 - Essbase for Oracle Cloud Infrastructure
OCPU Per Hour 1.3129 1.3129
B92682 - Oracle Analytics-Professional
User Per Month 16.0 16.0
B92683 - Oracle Analytics-Enterprise
User Per Month 80.0 80.0
B94568 - Oracle Analytics Server for Oracle Cloud
Infrastructure
OCPU Per Hour 1.75 1.75
Storage Cloud Service
B89057 - Oracle Cloud Infrastructure-File Storage

0.3 0.025

0.0002

0.3 0.025

0.0002
Gigabyte Storage Capacity per
Month
B90938 - Oracle Cloud Infrastructure-Streaming-PUT or GET Gigabytes of Data Transferred
B90939 - Oracle Cloud Infrastructure-Streaming-Storage
Gigabyte Per Hour
B91445 - Oracle Cloud Infrastructure-Block Volume-Free
Gigabyte Storage Capacity per
City Council 9 – 44 7/15/2025
June 9, 2025

Page 13 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Month 0.0

0.0 0.0034

0.0 0.0255

0.0 0.0026

0.0255

0.0017

0.0 0.0

0.0 0.0034

0.0 0.0255

0.0 0.0026

0.0255

0.0017

0.0 B91627 - Oracle Cloud Infrastructure-Object Storage-Requests 10,000 Requests per Month 0 - 5
10,000 Requests per Month 5 -
999999999
B91628 - Oracle Cloud Infrastructure-Object Storage-Storage Gigabyte Storage Capacity per
Month 0 - 10
Gigabyte Storage Capacity per
Month 10 - 999999999
B91633 - Oracle Cloud Infrastructure-Archive Storage-Free Gigabyte Storage Capacity per
Month 0 - 10
Gigabyte Storage Capacity per
Month 10 - 999999999
B91961 - Oracle Cloud Infrastructure-Block Volume Storage Gigabyte Storage Capacity Per
Month
B91962 - Oracle Cloud Infrastructure-Block Volume
Performance
Performance Units Per Gigabyte
Per Month
B93000 - Oracle Cloud Infrastructure-Infrequent Access
Storage-Storage
Gigabyte Storage Capacity Per
Month 0 - 10
Gigabyte Storage Capacity Per
Month 10 - 999999999999999

0.01 0.01
B93001 - Oracle Cloud Infrastructure-Data Retrieval-Storage Gigabyte Storage Retrieved Per
Month 0 - 10

0.0 0.0
Gigabyte Storage Retrieved Per
Month 10 - 999999999999999

0.01 0.01
B95410 - Oracle ZFS Storage-High Availability
Instance Per Hour 1.85 1.85
Security and Identity Management Cloud Service
B108188 - Oracle Cloud Infrastructure Cloud Guard Workload Protection Standard
Node Per Hour 0.0069 0.0069
B108189 - Oracle Cloud Infrastructure Cloud Guard Workload Protection Limited
Node Per Hour 0.0 0.0
B108190 - Oracle Cloud Guard Instance Security Adhoc
Queries Enterprise
Request 0 - 950000 0.0 0.0
Request 950000 -
999999999999999

0.001 0.001
B90328 - Oracle Cloud Infrastructure-Key Management-Private Vault
Virtual Private Vault Per Hour 3.724 3.724
City Council 9 – 45 7/15/2025
June 9, 2025

Page 14 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price B90555 - Oracle Identity Cloud Service-Enterprise User
User Per Month 3.2 3.2
B90556 - Oracle Identity Cloud Service-Consumer User
User Per Month 0.016 0.016
B90557 - Oracle Identity Cloud Service-Enterprise User-BYOL User Per Month 0.8 0.8
B90558 - Oracle Identity Cloud Service-Consumer User-BYOL User Per Month 0.004 0.004
B90936 - Oracle Identity Foundation Cloud Service
Each 0.0 0.0
B92092 - Oracle Cloud Infrastructure-KMS Vault-Key Versions Key Version per Month 0 - 20 0.0 0.0
Key Version per Month 20 -
999999999

0.5334 0.5334
B93493 - Oracle Cloud Infrastructure Identity and Access Management-External User
User Per Month 0.016 0.016
B93494 - Oracle Cloud Infrastructure Identity and Access Management-Oracle Apps Premium
User Per Month 0.25 0.25
B93495 - Oracle Cloud Infrastructure Identity and Access Management-Premium
User Per Month 3.2 3.2
B93496 - Oracle Cloud Infrastructure Identity and Access Management-SMS
1 SMS Message Sent 0 - 1000 0.0

0.03 0.0

0.004

0.004

0.0 0.0

0.6 0.0

5.0 0.0

0.03 0.0

0.004

0.004

0.0 0.0

0.6 0.0

5.0 1 SMS Message Sent 1000 -
999999999999999
B93497 - Oracle Cloud Infrastructure Identity and Access Management-Token
Token 0 - 10000
Token 10000 - 999999999999999
B93498 - Oracle Cloud Infrastructure Identity and Access Management-Replication
User Per Month
B94173 - Oracle Threat Intelligence Service
API Calls
B94277 - Oracle Cloud Infrastructure-Web Application FirewallRequests 1,000,000 Incoming Requests Per
Month 0 - 10
1,000,000 Incoming Requests Per
Month 10 - 999999999999999
B94579 - Oracle Cloud Infrastructure-Web Application FirewallInstance Instance Per Month 0 - 1
Instance Per Month 1 -
999999999999999
B97172 - Oracle Access Governance for Oracle Cloud
Infrastructure-Workforce User
City Council 9 – 46 7/15/2025
June 9, 2025

Page 15 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Workforce User Per Month 0 -

0.1 0.005

2.0 0.75

0.1 0.016

0.016

3.0 1.13

0.15 0.1

0.005

2.0 0.75

0.1 0.016

0.016

3.0 1.13

0.15 100000
Workforce User Per Month
100000 - 999999999999999
B97173 - Oracle Access Governance for Oracle WorkloadsWorkforce User Workforce User Per Month 0 -
10000
Workforce User Per Month 10000
- 30000
Workforce User Per Month 30000
- 999999999999999
B97179 - Oracle Access Governance Premium-Consumer User Consumer User Per Month
B97180 - Oracle Access Governance for Oracle WorkloadsConsumer User Consumer User Per Month
B97181 - Oracle Access Governance Premium-Workforce User Workforce User Per Month 0 -
10000
Workforce User Per Month 10000
- 30000
Workforce User Per Month 30000
- 999999999999999
B98100 - Oracle Cloud Infrastructure-External Key Management Key Version Per Month 3.0 3.0
B99597 - Oracle Cloud Infrastructure-Dedicated Key
Management-(Minimum 3 HSM Partitions)
HSM Partition Per Hour 1.75 1.75
Enterprise Integration Cloud Service
B89639 - Oracle Integration Cloud Service-Standard
5K Messages Per Hour 0.6452 0.6452
B89640 - Oracle Integration Cloud Service-Enterprise
5K Messages Per Hour 1.2903 1.2903
B89643 - Oracle Integration Cloud Service-Standard-BYOL 20K Messages Per Hour 0.3226 0.3226
B89644 - Oracle Integration Cloud Service-Enterprise-BYOL 20K Messages Per Hour 0.3226 0.3226
B92450 - Oracle SOA Suite for Oracle Cloud Infrastructure OCPU Per Hour 0.7231 0.7231
B92451 - Oracle SOA Suite for Oracle Cloud Infrastructure-with B2B Adapter for EDI
OCPU Per Hour 1.2071 1.2071
B95504 - Oracle Cloud Infrastructure Process Automation-User Active Process User Per Hour 0.1 0.1
B95505 - Oracle Cloud Infrastructure Process AutomationExecution Pack Execution Pack Per Month 0 - 1 0.0 0.0
Execution Pack Per Month 1 -
125.0 125.0
999999999999999
City Council 9 – 47 7/15/2025
June 9, 2025

Page 16 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Data Integration Cloud Service
B88299 - Oracle Data Integrator Cloud Service
OCPU Per Hour 0.7742 0.7742
B88406 - Oracle Data Integrator Cloud Service-BYOL
OCPU Per Hour 0.1935 0.1935
B92598 - Oracle Cloud Infrastructure-Data Integration- Workspace Workspace Usage per Hour 0.16 0.16
B92599 - Oracle Cloud Infrastructure-Data Integration
Gigabyte of Data Processed per

0.04 0.04
Hour
B92695 - Oracle Stream Analytics for Oracle Cloud
Infrastructure
OCPU Per Hour 0.9498 0.9498
B92992 - Oracle Cloud Infrastructure-GoldenGate
OCPU Per Hour 1.3441 1.3441
B92993 - Oracle Cloud Infrastructure-GoldenGate-BYOL
OCPU Per Hour 0.3226 0.3226
B93306 - Oracle Cloud Infrastructure-Data Integration-Pipeline Operator Execution
Execution Hour 0 - 30 0.0 0.0
Execution Hour 30 -

0.3 0.3
999999999999999
Network Cloud Service
B107975 - Oracle Cloud Infrastructure-FastConnect 400 Gbps

20.0 0.2125

1.275

0.0 0.0085

0.0 0.085

0.85 0.3

1.3 20.0

0.2125

1.275

0.0 0.0085

0.0 0.085

0.85 0.3

1.3 Port Hour
B88325 - Oracle Cloud Infrastructure-FastConnect 1 Gbps Port Hour
B88326 - Oracle Cloud Infrastructure-FastConnect 10 Gbps Port Hour
B88327 - Oracle Cloud Infrastructure-Outbound Data TransferOriginating in North America, Europe, and UK Gigabyte Outbound Data Transfer
Per Month 0 - 10240
Gigabyte Outbound Data Transfer
Per Month 10240 -
999999999999999
B88523 - Oracle Cloud Infrastructure-Email Delivery
1,000 Emails Sent 0 - 3
1,000 Emails Sent 3 -
999999999999999
B88525 - Oracle Cloud Infrastructure-DNS
1,000,000 Queries
B90323 - Oracle Cloud Infrastructure-Health Checks-Basic Endpoints Per Month
B90325 - Oracle Cloud Infrastructure-Health Checks-Premium Endpoints Per Month
B90327 - Oracle Cloud Infrastructure-DNS Traffic Management 1,000,000 DNS Traffic
City Council 9 – 48 7/15/2025
June 9, 2025

Page 17 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Management Queries 4.0

0.0 0.0025

0.0 0.0015

0.0 0.6

0.0 0.02

0.0 0.05

4.0 0.0

0.0025

0.0 0.0015

0.0 0.6

0.0 0.02

0.0 0.05
B90925 - Oracle Cloud Infrastructure-Monitoring-Ingestion Million Datapoints 0 - 500
Million Datapoints 500 -
999999999
B90926 - Oracle Cloud Infrastructure-Monitoring-Retrieval Million Datapoints 0 - 1000
Million Datapoints 1000 -
999999999
B90940 - Oracle Cloud Infrastructure-Notifications-HTTPS Delivery
Million Delivery Operations 0 - 1
Million Delivery Operations 1 -
999999999
B90941 - Oracle Cloud Infrastructure-Notifications-Email Delivery
1,000 Emails Sent 0 - 1
1,000 Emails Sent 1 - 999999999
B92593 - Oracle Cloud Infrastructure-Logging-Storage
Gigabyte Log Storage Per Month
0 - 10
Gigabyte Log Storage Per Month
10 - 999999999
B93004 - Oracle Cloud Infrastructure-Notifications-SMS
Outbound to Country Zone 1
1 SMS Message Sent 0 - 100 0.0

0.015

0.0 0.045

0.0 0.086

0.0 0.12

0.0 0.24

0.0 0.0

0.015

0.0 0.045

0.0 0.086

0.0 0.12

0.0 0.24

0.0 1 SMS Message Sent 100 -
999999999999999
B93005 - Oracle Cloud Infrastructure-Notifications-SMS
Outbound to Country Zone 2
1 SMS Message Sent 0 - 100
1 SMS Message Sent 100 -
999999999999999
B93006 - Oracle Cloud Infrastructure-Notifications-SMS
Outbound to Country Zone 3
1 SMS Message Sent 0 - 100
1 SMS Message Sent 100 -
999999999999999
B93007 - Oracle Cloud Infrastructure-Notifications-SMS
Outbound to Country Zone 4
1 SMS Message Sent 0 - 100
1 SMS Message Sent 100 -
999999999999999
B93008 - Oracle Cloud Infrastructure-Notifications-SMS
Outbound to Country Zone 5
1 SMS Message Sent 0 - 100
1 SMS Message Sent 100 -
999999999999999
B93030 - Oracle Cloud Infrastructure-Load Balancer Base Load Balancer Hour 0 - 744
Load Balancer Hour 744 -
999999999
B93031 - Oracle Cloud Infrastructure-Load Balancer Bandwidth City Council 9 – 49 7/15/2025
June 9, 2025

Page 18 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Mbps Per Hour 0 - 7440 0.0113

0.0 0.0001

10.75 0.0

0.025

0.0 0.05

0.0 0.22

0.0113

0.0 0.0001

10.75 0.0

0.025

0.0 0.05

0.0 0.22
Mbps Per Hour 7440 - 999999999
B93126 - Oracle Cloud Infrastructure-FastConnect 100Gbps Port Hour
B93455 - Oracle Cloud Infrastructure-Outbound Data TransferOriginating in APAC, Japan, and South America Gigabyte Outbound Data Transfer
Per Month 0 - 10240
Gigabyte Outbound Data Transfer
Per Month 10240 -
999999999999999
B93456 - Oracle Cloud Infrastructure-Outbound Data TransferOriginating in Middle East and Africa Gigabyte Outbound Data Transfer
Per Month 0 - 10240
Gigabyte Outbound Data Transfer
Per Month 10240 -
999999999999999
B95697 - Oracle Cloud Infrastructure Queue
1,000,000 Requests 0 - 1
1,000,000 Requests 1 -
999999999999999
B109479 - Oracle Cloud Infrastructure-Compute-GPU-L40S
GPU Per Hour 3.5 3.5
B109485 - Oracle Cloud Infrastructure-Compute-GPU-MI300X GPU Per Hour 6.0 6.0
B109529 - Oracle Cloud Infrastructure-Compute-Standard-A2 OCPU
OCPU Per Hour 0.014 0.014
B109530 - Oracle Cloud Infrastructure-Compute-Standard-A2 Memory
Gigabyte Per Hour 0.002 0.002
B88315 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-X5
OCPU Per Hour 0.0638 0.0638
B88317 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-X5
OCPU Per Hour 0.0638 0.0638
B88513 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-X7
OCPU Per Hour 0.0638 0.0638
B88514 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-X7
OCPU Per Hour 0.0638 0.0638
B88515 - Oracle Cloud Infrastructure-Compute-Bare Metal Dense I/O-X7
OCPU Per Hour 0.1275 0.1275
B88516 - Oracle Cloud Infrastructure-Compute-Virtual Machine Dense I/O-X7
City Council 9 – 50 7/15/2025
June 9, 2025

Page 19 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price OCPU Per Hour 0.1275 0.1275
B88517 - Oracle Cloud Infrastructure-Compute-Bare Metal GPU Standard-X7
GPU Per Hour 1.275 1.275
B88518 - Oracle Cloud Infrastructure-Compute-Virtual Machine GPU Standard-X7
GPU Per Hour 1.275 1.275
B89734 - Oracle Cloud Infrastructure-Compute-GPU StandardV2 GPU Per Hour 2.95 2.95
B90398 - Oracle Cloud Infrastructure-Compute-HPC-X7
OCPU Per Hour 0.075 0.075
B90425 - Oracle Cloud Infrastructure-Compute-Standard-E2 OCPU Per Hour 0.03 0.03
B90617 - Oracle Functions-Execution Time-10,000 Gigabyte Memory
Seconds 0 - 40 0.0 0.0
Seconds 40 - 999999999 0.1417 0.1417
B90618 - Oracle Functions-Invocations
1,000,000 Function Invocations 0

0.0 0.0
- 2
1,000,000 Function Invocations 2
- 999999999

0.2 0.2
B91119 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-B1
OCPU Per Hour 0.0638 0.0638
B91120 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-B1
OCPU Per Hour 0.0638 0.0638
B91372 - Oracle Cloud Infrastructure-Compute-Microsoft SQL Enterprise
OCPU Per Hour 1.47 1.47
B91373 - Oracle Cloud Infrastructure-Compute-Microsoft SQL Standard
OCPU Per Hour 0.37 0.37
B91444 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-E2 Micro-Free
OCPU Per Hour 0.0 0.0
B92072 - Oracle Cloud Infrastructure-API Gateway-1,000,000 API Calls
1,000,000 API Calls Per Month 3.0 3.0
B92306 - Oracle Cloud Infrastructure-Compute-Standard-E3- OCPU
OCPU Per Hour 0.025 0.025
B92307 - Oracle Cloud Infrastructure-Compute-Standard-E3- Memory
Gigabyte Per Hour 0.0015 0.0015
B92740 - Oracle Cloud Infrastructure-Compute-GPU-E3
GPU Per Hour 3.05 3.05
B93113 - Oracle Cloud Infrastructure-Compute-Standard-E4 City Council 9 – 51 7/15/2025
June 9, 2025

Page 20 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price OCPU Per Hour 0.025 0.025
B93114 - Oracle Cloud Infrastructure-Compute-Standard-E4- Memory
Gigabyte Per Hour 0.0015 0.0015
B93121 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 OCPU Per Hour 0.025 0.025
B93122 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 Gigabyte Memory Per Hour 0.0015 0.0015
B93123 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 NVMe Terabyte Per Hour 0.0612 0.0612
B93297 - Oracle Cloud Infrastructure-Compute-Standard-A1 OCPU Per Hour 0 - 3000 0.0 0.0
OCPU Per Hour 3000 -
999999999999999

0.01 0.01
B93298 - Oracle Cloud Infrastructure-Compute-Standard-A1- Memory
Gigabyte Per Hour 0 - 18000 0.0 0.0
Gigabyte Per Hour 18000 -
999999999999999

0.0015 0.0015
B93311 - Oracle Cloud Infrastructure-Compute-Optimized-X9 OCPU Per Hour 0.054 0.054
B93312 - Oracle Cloud Infrastructure-Compute-Optimized-X9- Memory
Gigabyte Per Hour 0.0015 0.0015
B93544 - Oracle Cloud Infrastructure-Compute-GPU-E4
GPU Per Hour 3.05 3.05
B93704 - Oracle Cloud Infrastructure-Compute-GPU-T1
GPU Per Hour 1.55 1.55
B94176 - Oracle Cloud Infrastructure-Compute-Standard-X9 OCPU Per Hour 0.04 0.04
B94177 - Oracle Cloud Infrastructure-Compute-Standard-X9- Memory
Gigabyte Per Hour 0.0015 0.0015
B95518 - Oracle Cloud Infrastructure-Secure Desktop
Desktop Per Month 5.0 5.0
B95907 - Oracle Cloud Infrastructure-Compute-GPU-A100-v2 GPU Per Hour 4.0 4.0
B95909 - Oracle Cloud Infrastructure-Compute-GPU-A10
GPU Per Hour 2.0 2.0
B96109 - Oracle Container Engine for Kubernetes-Virtual Node Virtual Node Per Hour 0.015 0.015
B96479 - Oracle Compute Cloud@Customer-ComputeStandard-E5 OCPU Per Hour 0.03 0.03
B96480 - Oracle Compute Cloud@Customer-ComputeStandard-E5-Memory Gibibyte Memory Per Hour 0.002 0.002
B96481 - Oracle Compute Cloud@Customer-Block Volume
Storage-Balanced
City Council 9 – 52 7/15/2025
June 9, 2025

Page 21 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Gigabyte Storage Capacity Per
Month

0.0425 0.0425
B96482 - Oracle Compute Cloud@Customer-Block Volume
Storage-Performance
Gigabyte Storage Capacity Per
Month

0.0595 0.0595
B96483 - Oracle Compute Cloud@Customer-File Storage
Gigabyte Storage Capacity Per
Month

0.3 0.3
B96484 - Oracle Compute Cloud@Customer-Object StorageStorage Gigabyte Storage Capacity Per
Month

0.0255 0.0255
B96485 - Oracle Compute Cloud@Customer-Load Balancer
Load Balancer Hour 0.0113 0.0113
B96531 - Oracle Cloud Infrastructure-Compute-HPC-E5
OCPU Per Hour 0.044 0.044
B96545 - Oracle Container Engine for Kubernetes-Enhanced Cluster
Cluster Per Hour 0.1 0.1
B97384 - Oracle Cloud Infrastructure-Compute-Standard-E5- OCPU
OCPU Per Hour 0.03 0.03
B97385 - Oracle Cloud Infrastructure-Compute-Standard-E5- Memory
Gigabytes Per Hour 0.002 0.002
B98202 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 OCPU
OCPU Per Hour 0.03 0.03
B98203 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 Memory
Gigabyte Per Hour 0.002 0.002
B98204 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 NVMe
NVMe Terabyte Per Hour 0.0612 0.0612
B98415 - Oracle Cloud Infrastructure-Compute-GPU-H100
GPU Per Hour 10.0 10.0
Data Management Cloud Service
B107951 - Oracle Exadata Exascale VM Filesystem Storage Gigabyte (GB) Storage Capacity
Per Month

0.0425 0.0425
B107952 - Oracle Exadata Exascale Smart Database Storage Gigabyte (GB) Storage Capacity
Per Month

0.1156 0.1156
B108030 - MySQL Database-ECPU
ECPU Per Hour 0.0366 0.0366
B109166 - MySQL HeatWave-AWS-Storage
Gigabyte Storage Capacity Per
Month

0.03 0.03
B109169 - MySQL Database-Outbound Data Transfer-Inter OCI City Council 9 – 53 7/15/2025
June 9, 2025

Page 22 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Region
Gigabyte Outbound Data Transfer
Per Month

0.04 0.04
B109187 - MySQL Database-AWS-Ingress private endpoint
Endpoint Per Hour 0.0214 0.0214
B109188 - MySQL Database-AWS-Egress private endpoint
Endpoint Per Hour 0.0106 0.0106
B109355 - Oracle Exadata Exascale RDMA Compute
Infrastructure
ECPU Per Hour 0.025 0.025
B109356 - Oracle Exadata Exascale Database ECPU
ECPU Per Hour 0.336 0.336
B109357 - Oracle Exadata Exascale Database ECPU-BYOL
ECPU Per Hour 0.0807 0.0807
B109375 - Oracle Exadata Exascale Additional Flash Cache Gigabyte (GB) Per Hour 0.0005 0.0005
B109380 - MySQL Database-ECPU-Free
ECPU Per Hour 0.0 0.0
B109381 - Oracle Cloud Infrastructure HeatWave-Free
HeatWave Capacity Per Hour 0.0

0.0 0.0

0.0 0.0086

0.4301

1.3441

0.8871

0.215

0.0 0.0

0.0 0.0

0.0 0.0086

0.4301

1.3441

0.8871

0.215

0.0 B109382 - Oracle Cloud Infrastructure HeatWave-Storage-Free Gigabyte Storage Capacity Per
Month
B109383 - MySQL Database-Storage-Free
Gigabyte Storage Capacity Per
Month
B109384 - MySQL Database-Backup Storage-Free
Gigabyte Storage Capacity Per
Month
B109458 - MySQL Database-AWS-Private inbound and
outbound network traffic
Gigabyte (GB) of Data
Transferred
B88290 - Oracle Database Cloud Service-Enterprise EditionGeneral Purpose OCPU Per Hour
B88291 - Oracle Database Cloud Service-Enterprise Edition Extreme Performance-General Purpose
OCPU Per Hour
B88292 - Oracle Database Cloud Service-Enterprise Edition High Performance-General Purpose
OCPU Per Hour
B88293 - Oracle Database Cloud Service-Standard EditionGeneral Purpose OCPU Per Hour
B88294 - Oracle Database Backup Service-Outbound Data
Transfer
Gigabyte Outbound Data Transfer
per Month 0 - 1
Gigabyte Outbound Data Transfer
City Council 9 – 54 7/15/2025
June 9, 2025

Page 23 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price per Month 1 - 10240 0.096

0.072

0.056

0.04 0.04

0.0032

0.004

0.0211

0.096

0.072

0.056

0.04 0.04

0.0032

0.004

0.0211
Gigabyte Outbound Data Transfer
per Month 10240 - 51200
Gigabyte Outbound Data Transfer
per Month 51200 - 153600
Gigabyte Outbound Data Transfer
per Month 153600 - 512000
Gigabyte Outbound Data Transfer
per Month 512000 - 999999999
B88295 - Oracle Database Backup Service-GET and all other Requests
10000 Requests Per Month
B88296 - Oracle Database Backup Service-PUT, COPY, POST or LIST Requests
1000 Requests Per Month
B88297 - Oracle Database Backup Service-Storage Capacity Gigabyte Storage Capacity per
Month 0 - 1024
Gigabyte Storage Capacity per
Month 1024 - 51200

0.0208 0.0208
Gigabyte Storage Capacity per
Month 51200 - 512000

0.0204 0.0204
Gigabyte Storage Capacity per
Month 512000 - 1024000

0.0201 0.0201
Gigabyte Storage Capacity per
Month 1024000 - 5120000

0.0197 0.0197
Gigabyte Storage Capacity per
Month 5120000 - 999999999

0.0194 0.0194
B88402 - Oracle Database Cloud Service-Enterprise Edition Extreme Performance RAC-BYOL
OCPU Per Hour 0.1935 0.1935
B88404 - Oracle Database Cloud Service-All Editions-BYOL OCPU Per Hour 0.1935 0.1935
B88592 - Exadata Database OCPU-Dedicated Infrastructure OCPU Per Hour 1.3441 1.3441
B88593 - Oracle Cloud Infrastructure-Database Exadata
Quarter Rack-X6
Hosted Environment Per Hour 51.0753 51.0753
B88594 - Oracle Cloud Infrastructure-Database Exadata Half Rack-X6
Hosted Environment Per Hour 102.1506 102.1506
B88595 - Oracle Cloud Infrastructure-Database Exadata Full Rack-X6
Hosted Environment Per Hour 204.3011 204.3011
B88847 - Exadata Database OCPU-Dedicated InfrastructureBYOL OCPU Per Hour 0.3226 0.3226
B88854 - Oracle Cloud Infrastructure-Database Exadata Full Rack-X6-BYOL
Hosted Environment Per Hour 135.914 135.914
B88855 - Oracle Cloud Infrastructure-Database Exadata Half City Council 9 – 55 7/15/2025
June 9, 2025

Page 24 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Rack-X6-BYOL
Hosted Environment Per Hour 67.957 67.957
B88856 - Oracle Cloud Infrastructure-Database Exadata
Quarter Rack-X6-BYOL
Hosted Environment Per Hour 33.9785 33.9785
B89737 - Oracle NoSQL Database Cloud Service-Write
Write Unit Per Month 0.1254 0.1254
B89738 - Oracle NoSQL Database Cloud Service-Read
Read Unit Per Month 0.0064 0.0064
B89739 - Oracle NoSQL Database Cloud Service-Storage
Gigabyte Storage Capacity Per
Month

0.066 0.066
B89980 - Oracle Database Exadata Cloud at CustomerDatabase OCPU OCPU Per Hour 1.3441 1.3441
B89981 - Oracle Database Exadata Cloud at CustomerDatabase OCPU-BYOL OCPU Per Hour 0.3226 0.3226
B89999 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Quarter Rack-X7
Hosted Environment Per Hour 21.5054 21.5054
B90000 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Half Rack-X7
Hosted Environment Per Hour 43.0107 43.0107
B90001 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Full Rack-X7
Hosted Environment Per Hour 86.0215 86.0215
B90230 - Oracle Database Backup Cloud-Object Storage
Gigabyte Storage Capacity Per
Month

0.0051 0.0051
B90231 - Oracle Database Backup Cloud-Archive Storage
Gigabyte Storage Capacity Per
Month

0.0005 0.0005
B90455 - Oracle Autonomous Transaction Processing-Exadata Storage
Terabyte Storage Capacity Per
Month
118.4 118.4
B90569 - Oracle Base Database Service-Standard
OCPU Per Hour 0.215 0.215
B90570 - Oracle Base Database Service-Enterprise
OCPU Per Hour 0.4301 0.4301
B90571 - Oracle Base Database Service-High Performance
OCPU Per Hour 0.8871 0.8871
B90572 - Oracle Base Database Service-Extreme Performance OCPU Per Hour 1.3441 1.3441
B90573 - Oracle Base Database Service-BYOL
OCPU Per Hour 0.1935 0.1935
B90777 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Base System
Hosted Environment Per Hour 10.7527 10.7527
City Council 9 – 56 7/15/2025
June 9, 2025

Page 25 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price B91121 - Oracle Cloud SQL-Compute Capacity
OCPU Per Hour 0.1075 0.1075
B91128 - Oracle Big Data Service-Compute-Standard
OCPU Per Hour 0.1344 0.1344
B91129 - Oracle Big Data Service-Compute-Dense I/O
OCPU Per Hour 0.214 0.214
B91130 - Oracle Big Data Service-Compute-HPC
OCPU Per Hour 0.1536 0.1536
B91363 - Gen 2 Exadata Cloud at Customer-Database OCPU
OCPU Per Hour 1.3441 1.3441
B91364 - Gen 2 Exadata Cloud at Customer-Database OCPUBYOL OCPU Per Hour 0.3226 0.3226
B91391 - Oracle Autonomous Data Warehouse-Free
OCPU Per Hour 0.0 0.0
B91392 - Oracle Autonomous Data Warehouse-Exadata
Storage-Free
Terabyte Storage Capacity Per
Month

0.0 0.0
B91393 - Oracle Autonomous Transaction Processing-Free
OCPU Per Hour 0.0 0.0
B91394 - Oracle Autonomous Transaction Processing-Exadata Storage-Free
Terabyte Storage Capacity Per
Month

0.0 0.0
B91535 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Quarter Rack-X8
Hosted Environment Per Hour 14.5162 14.5162
B91536 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Half Rack-X8
Hosted Environment Per Hour 29.0323 29.0323
B91537 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Full Rack-X8
Hosted Environment Per Hour 58.0645 58.0645
B91631 - Oracle Cloud Infrastructure-Data Safe for Database Cloud Service-Audit Record Collection Over 1 Million Records 10,000 Audit Records Per Target
Per Month

0.1 0.1
B91632 - Oracle Cloud Infrastructure-Data Safe for Database Cloud Service
Each 0.0 0.0
B92023 - MySQL HeatWave-Standard
Node Per Hour 0.3536 0.3536
B92024 - MySQL Database for HeatWave-Standard
Node Per Hour 0.3536 0.3536
B92181 - Oracle Autonomous Transaction ProcessingDedicated OCPU Per Hour 1.3441 1.3441
B92182 - Oracle Autonomous Data Warehouse-Dedicated
OCPU Per Hour 1.3441 1.3441
City Council 9 – 57 7/15/2025
June 9, 2025

Page 26 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price B92183 - Oracle Autonomous Transaction ProcessingDedicated-BYOL OCPU Per Hour 0.3226 0.3226
B92184 - Oracle Autonomous Data Warehouse-DedicatedBYOL OCPU Per Hour 0.3226 0.3226
B92212 - Oracle Autonomous JSON Database
OCPU Per Hour 0.3226 0.3226
B92380 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Quarter Rack-X8M
Hosted Environment Per Hour 14.5162 14.5162
B92381 - Oracle Cloud Infrastructure-Database Exadata
Infrastructure-Database Server-X8M
Hosted Environment Per Hour 2.9032 2.9032
B92382 - Oracle Cloud Infrastructure-Database Exadata

2.9032

1.3441

1.3441

0.3226

0.3226

0.0467

0.04 0.04

0.0 0.0

0.0 200.0
150.0

2.9032

1.3441

1.3441

0.3226

0.3226

0.0467

0.04 0.04

0.0 0.0

0.0 200.0
150.0
Infrastructure-Storage Server-X8M
Hosted Environment Per Hour
B92418 - Exadata Cloud at Customer-Autonomous Transaction Processing
Database OCPU Per Hour
B92419 - Exadata Cloud at Customer-Autonomous Data
Warehouse
Database OCPU Per Hour
B92420 - Exadata Cloud at Customer-Autonomous Transaction Processing-Database OCPU-BYOL
OCPU Per Hour
B92421 - Exadata Cloud at Customer-Autonomous Data
Warehouse-Database OCPU-BYOL
OCPU Per Hour
B92425 - MySQL Database-Standard-E2
OCPU Per Hour
B92426 - MySQL Database-Storage
Gigabyte Storage Capacity per
Month
B92483 - MySQL Database-Backup Storage
Gigabyte Storage Capacity per
Month
B92627 - Oracle NoSQL Database Cloud-Write-Free
Write Unit Per Month
B92628 - Oracle NoSQL Database Cloud-Read-Free
Read Unit Per Month
B92629 - Oracle NoSQL Database Cloud-Storage-Free
Gigabyte Storage Capacity Per
Month
B92733 - Oracle Cloud Infrastructure-Data Safe for OnPremises Databases & Databases on Compute Target Database Per Month 0 -
100
Target Database Per Month 100 -
300
City Council 9 – 58 7/15/2025
June 9, 2025

Page 27 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Target Database Per Month 300 -
100.0

50.0 0.1

0.5018

0.5018

0.3226
100.0

50.0 0.1

0.5018

0.5018

0.3226
500
Target Database Per Month 500 -
999999999999999
B92734 - Oracle Cloud Infrastructure-Data Safe for OnPremises Databases & Databases on Compute 10,000 Audit Records Per Target
Per Month
B92759 - MySQL Analytics-Bare Metal Standard-E2
Node Per Hour
B92807 - MySQL Database-Bare Metal Standard-E2
Node Per Hour
B92911 - Oracle APEX Application Development
OCPU Per Hour
B92962 - MySQL Database-Standard-E3
OCPU Per Hour 0.038 0.038
B92963 - MySQL Database-Standard-E3-Memory
Gigabyte Per Hour 0.0022 0.0022
B93199 - Oracle Cloud Infrastructure Database Migration Migration Hour 0.2 0.2
B93320 - Oracle APEX Application Development-Free
OCPU Per Hour 0.0 0.0
B93380 - Exadata Cloud Infrastructure-Quarter Rack-X9M
Hosted Environment Per Hour 14.5162 14.5162
B93381 - Exadata Cloud Infrastructure-Database Server-X9M Hosted Environment Per Hour 2.9032 2.9032
B93382 - Exadata Cloud Infrastructure-Storage Server-X9M Hosted Environment Per Hour 2.9032 2.9032
B93546 - MySQL Database for HeatWave-Bare Metal Standard Node Per Hour 2.2144 2.2144
B93709 - Oracle Cloud Infrastructure Search with OpenSearch HA
Node Per Hour 0.25 0.25
B93710 - Oracle NoSQL Database Cloud-Write-Auto
Write Unit Per Month 3.135 3.135
B93711 - Oracle NoSQL Database Cloud-Read-Auto
Read Unit Per Month 0.16 0.16
B93712 - Oracle NoSQL Database Cloud-Hosted Environment Hosted Environment Per Month 28,796.0 28,796.0
B95240 - Oracle Database Autonomous Recovery Service
Virtualized GB Per Month 0.0306 0.0306
B95241 - Oracle Database Zero Data Loss Autonomous
Recovery Service
Virtualized GB Per Month 0.04 0.04
B95264 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Stack Monitoring
Standard Edition 0.075 0.075
B95427 - MySQL Database-AWS-Storage
City Council 9 – 59 7/15/2025
June 9, 2025

Page 28 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Gigabyte Storage Capacity Per
Month

0.132 0.132
B95428 - MySQL Database-AWS-Backup Storage
Gigabyte Storage Capacity Per
Month

0.0476 0.0476
B95435 - MySQL Database-Standard-AMD E4-Compute
OCPU Per Hour 0.038 0.038
B95436 - MySQL Database-Standard-AMD E4-Memory
Gigabyte Per Hour 0.0022 0.0022
B95437 - MySQL Database-Standard-Intel X7-Compute
OCPU Per Hour 0.062 0.062
B95438 - MySQL Database-Standard-Intel X7-Memory
Gigabyte Per Hour 0.0022 0.0022
B95439 - MySQL Database-Standard-Intel X9-Compute
OCPU Per Hour 0.062 0.062
B95440 - MySQL Database-Standard-Intel X9-Memory
Gigabyte Per Hour 0.0022 0.0022
B95441 - MySQL Database-Optimized-Intel X9-Compute
OCPU Per Hour 0.082 0.082
B95442 - MySQL Database-Optimized-Intel X9-Memory
Gigabyte Per Hour 0.0022 0.0022
B95485 - Oracle Cloud Infrastructure Full Stack Disaster Recovery Service
OCPU Per Hour 0.0128 0.0128
B95701 - Oracle Autonomous Data Warehouse-ECPU
ECPU Per Hour 0.336 0.336
B95702 - Oracle Autonomous Transaction Processing-ECPU
ECPU Per Hour 0.336 0.336
B95703 - Oracle Autonomous Data Warehouse-ECPU-BYOL
ECPU Per Hour 0.0807 0.0807
B95704 - Oracle Autonomous Transaction Processing-ECPUBYOL ECPU Per Hour 0.0807 0.0807
B95706 - Oracle Autonomous Database Storage for Transaction Processing
Gigabyte Storage Capacity Per
Month

0.1156 0.1156
B95708 - Oracle Autonomous Data Warehouse-Exadata
Cloud@Customer-ECPU
ECPU Per Hour 0.336 0.336
B95709 - Oracle Autonomous Transaction Processing-Exadata Cloud@Customer-ECPU
ECPU Per Hour 0.336 0.336
B95710 - Oracle Autonomous Data Warehouse-Exadata
Cloud@Customer-ECPU-BYOL
ECPU Per Hour 0.0807 0.0807
B95711 - Oracle Autonomous Transaction Processing-Exadata Cloud@Customer-ECPU-BYOL
ECPU Per Hour 0.0807 0.0807
B95712 - Oracle Autonomous Data Warehouse-DedicatedCity Council 9 – 60 7/15/2025 June 9, 2025

Page 29 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price ECPU
ECPU Per Hour 0.336 0.336
B95713 - Oracle Autonomous Transaction ProcessingDedicated-ECPU ECPU Per Hour 0.336 0.336
B95714 - Oracle Autonomous Data Warehouse-DedicatedECPU-BYOL ECPU Per Hour 0.0807 0.0807
B95715 - Oracle Autonomous Transaction ProcessingDedicated-ECPU-BYOL ECPU Per Hour 0.0807 0.0807
B95754 - Oracle Autonomous Database Storage
Gigabyte Storage Capacity Per
Month

0.0244 0.0244
B96157 - MySQL HeatWave-AWS
HeatWave Capacity Per Hour 0.049 0.049
B96158 - MySQL Database-AWS-ECPU
ECPU Per Hour 0.049 0.049
B96159 - MySQL Database-AWS-Outbound Data Transfer-Inter AWS Region
Gigabyte of Data Transferred 0.0504 0.0504
B96160 - MySQL Database-AWS-Outbound Data Transfer-To
Internet
Gigabyte of Data Transferred 0.0911 0.0911
B96625 - Oracle Cloud Infrastructure-HeatWave-Storage
Gigabyte Storage Capacity Per
Month

0.02 0.02
B96626 - Oracle Cloud Infrastructure-HeatWave
HeatWave Capacity Per Hour 0.011 0.011
B97191 - Oracle NoSQL Database Cloud-Regional Replicated Write
Write Unit Per Month 0.36 0.36
B97197 - Oracle Base Database Service on Arm-Enterprise OCPU Per Hour 0.2151 0.2151
B97198 - Oracle Base Database Service on Arm-High
Performance
OCPU Per Hour 0.4436 0.4436
B97199 - Oracle Base Database Service on Arm-Extreme
Performance
OCPU Per Hour 0.6721 0.6721
B97200 - Oracle Base Database Service on Arm-BYOL
OCPU Per Hour 0.0968 0.0968
B98217 - Oracle Cloud Infrastructure Cache with Redis-Low Memory (up to 10 GB per node)
Redis Memory Gigabyte Per Hour 0.0194 0.0194
B98277 - Oracle Autonomous Transaction Processing-Exadata Cloud@Customer-Developer
Instance Per Hour 0.0 0.0
B98278 - Oracle Autonomous Data Warehouse-Exadata
Cloud@Customer-Developer
City Council 9 – 61 7/15/2025
June 9, 2025

Page 30 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Instance Per Hour 0.0 0.0
B98279 - Oracle Autonomous Transaction ProcessingDedicated-Developer Instance Per Hour 0.0 0.0
B98280 - Oracle Autonomous Data Warehouse-DedicatedDeveloper Instance Per Hour 0.0 0.0
B99060 - Oracle Cloud Infrastructure Database with
PostgreSQL-X86
OCPU Per Hour 0.098 0.098
B99062 - Oracle Cloud Infrastructure Database Optimized Storage
Gigabyte Storage Capacity Per
Month

0.072 0.072
B99591 - Oracle Cloud Infrastructure Cache with Redis-High Memory (over 10 GB per node)
Redis Memory Gigabyte Per Hour 0.0136 0.0136
B99593 - Oracle Globally Distributed Autonomous Transaction Processing-Dedicated
ECPU Per Hour 0.3864 0.3864
B99594 - Oracle Globally Distributed Autonomous Transaction Processing-Dedicated-BYOL
ECPU Per Hour 0.0928 0.0928
B99595 - Oracle Globally Distributed Autonomous Data
Warehouse-Dedicated
ECPU Per Hour 0.3864 0.3864
B99596 - Oracle Globally Distributed Autonomous Data
Warehouse-Dedicated-BYOL
ECPU Per Hour 0.0928 0.0928
B99708 - Oracle Autonomous JSON Database-ECPU
ECPU Per Hour 0.0807 0.0807
B99709 - Oracle APEX Application Development-ECPU
ECPU Per Hour 0.0807 0.0807
Not Discount Eligible
B108077 - Oracle Cloud Infrastructure Generative AI-Large Cohere
10,000 Transactions 0.0219 0.0219
B108078 - Oracle Cloud Infrastructure Generative AI-Small Cohere
10,000 Transactions 0.004 0.004
B108079 - Oracle Cloud Infrastructure Generative AI-Embed Cohere
10,000 Transactions 0.001 0.001
B108082 - Oracle Cloud Infrastructure Generative AI-Large Cohere-Dedicated
AI Unit Per Hour 24.0 24.0
B108083 - Oracle Cloud Infrastructure Generative AI-Small Cohere-Dedicated
AI Unit Per Hour 6.5 6.5
B108084 - Oracle Cloud Infrastructure Generative AI-Embed City Council 9 – 62 7/15/2025
June 9, 2025

Page 31 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Cohere-Dedicated
AI Unit Per Hour 10.9 10.9
B108806 - Oracle Cloud VMware Solution-BM.GPU.A10.64-
Monthly Commit
Node Per Hour 16.0 16.0
B108807 - Oracle Cloud VMware Solution-BM.GPU.A10.64-1
Year Commit
Node Per Hour 13.0 13.0
B108808 - Oracle Cloud VMware Solution-BM.GPU.A10.64-3
Year Commit
Node Per Hour 11.0 11.0
B108809 - Oracle Cloud VMware Solution-BaseBM.Standard.E5.48-Hourly Commit Node Per Hour 16.6617 16.6617
B108810 - Oracle Cloud VMware Solution-BaseBM.Standard.E5.48-1 Year Commit Node Per Hour 13.1604 13.1604
B108811 - Oracle Cloud VMware Solution-BaseBM.Standard.E5.48-3 Year Commit Node Per Hour 10.6119 10.6119
B88318 - Oracle Cloud Infrastructure-Compute-Windows OS OCPU Per Hour 0.092 0.092
B92386 - Oracle Cloud VMware Solution
OCPU Per Hour 0.2031 0.2031
B92615 - Roving Edge Device-Compute Optimized-Ruggedized Resource Possession Per Day 160.0 160.0
B92686 - Oracle Analytics for Fusion Applications-Free
Hosted Named User 0.0 0.0
B93039 - Roving Edge Device-Compute Optimized-Standard
Resource Possession Per Day 160.0 160.0
B93040 - Roving Edge Device-Compute OptimizedUnreturnable/Loss Fee Each 45,000.0 45,000.0
B93288 - Oracle Cloud VMware Solution-BM.DenseIO2.52-
Hourly Commit
OCPU Per Hour 0.2437 0.2437
B93289 - Oracle Cloud VMware Solution-BM.DenseIO2.52-1
Year Commit
OCPU Per Hour 0.1625 0.1625
B93290 - Oracle Cloud VMware Solution-BM.DenseIO2.52-3
Year Commit
OCPU Per Hour 0.132 0.132
B93307 - Autonomous JSON Database-Free
OCPU Per Hour 0.0 0.0
B93421 - Oracle Cloud VMware Solution-HCX EnterpriseMonthly OCPU Per Hour 0.0126 0.0126
B95178 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64- Hourly Commit
OCPU Per Hour 0.2437 0.2437
City Council 9 – 63 7/15/2025
June 9, 2025

Page 32 of 37 ends

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price B95179 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64- Monthly Commit
OCPU Per Hour 0.2031 0.2031
B95180 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64-1 year Commit
OCPU Per Hour 0.1625 0.1625
B95181 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64-3 year Commit
OCPU Per Hour 0.132 0.132
B95228 - Roving Edge Ultra
Resource Possession Per Day 45.0 45.0
B95229 - Roving Edge Ultra Non-Return or Loss Fee
Each 35,000.0 35,000.0
B95403 - Oracle Cloud Infrastructure-Network Firewall Instance Instance Per Hour 2.75 2.75
B95404 - Oracle Cloud Infrastructure-Network Firewall Data Processing
Gigabyte of Data Processed 0 -
10240

0.0 0.0
Gigabyte of Data Processed
10240 - 999999999999999

0.01 0.01
B95411 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32- Hourly Commit
OCPU Per Hour 0.3047 0.3047
B95412 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32- Monthly Commit
OCPU Per Hour 0.2539 0.2539
B95413 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32-1 year Commit
OCPU Per Hour 0.2031 0.2031
B95414 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32-3 year Commit
OCPU Per Hour 0.165 0.165
B95415 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128- Hourly Commit
OCPU Per Hour 0.195 0.195
B95416 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128- Monthly Commit
OCPU Per Hour 0.1625 0.1625
B95417 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128-1 year Commit
OCPU Per Hour 0.13 0.13
B95418 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128-3 year Commit
OCPU Per Hour 0.1056 0.1056
B97102 - Oracle Cloud VMware Solution-BaseBM.Standard2.12-Hourly Commit Node Per Hour 4.714 4.714
B97103 - Oracle Cloud VMware Solution-BaseBM.Standard2.12-1 Year Commit City Council 9 – 64 7/15/2025
June 9, 2025

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Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price Node Per Hour 3.7144 3.7144
B97104 - Oracle Cloud VMware Solution-BaseBM.Standard2.12-3 Year Commit Node Per Hour 2.953 2.953
B97105 - Oracle Cloud VMware Solution-BaseBM.Standard3.16-Hourly Commit Node Per Hour 5.554 5.554
B97106 - Oracle Cloud VMware Solution-BaseBM.Standard3.16-1 Year Commit Node Per Hour 4.2943 4.2943
B97107 - Oracle Cloud VMware Solution-BaseBM.Standard3.16-3 Year Commit Node Per Hour 3.3522 3.3522
B97108 - Oracle Cloud VMware Solution-BaseBM.Standard.E4.32-Hourly Commit Node Per Hour 9.2565 9.2565
B97109 - Oracle Cloud VMware Solution-BaseBM.Standard.E4.32-1 Year Commit Node Per Hour 6.9223 6.9223
B97110 - Oracle Cloud VMware Solution-BaseBM.Standard.E4.32-3 Year Commit Node Per Hour 5.2233 5.2233
B97111 - Oracle Cloud VMware Solution-Expansion-Hourly
Commit
OCPU Per Hour 0.1605 0.1605
B97112 - Oracle Cloud VMware Solution-Expansion-1 Year
Commit
OCPU Per Hour 0.1092 0.1092
B97113 - Oracle Cloud VMware Solution-Expansion-3 Year
Commit
OCPU Per Hour 0.0739 0.0739
City Council 9 – 65 7/15/2025
June 9, 2025

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Issued by Graviton Consulting Services, Inc.

A. DESCRIPTION AND PRICES FOR ORDERED CLOUD SERVICES

1. Cloud Services Ordered
City of Santa Ana, CA (“City”, “You”, “Your”, or “End User”), has ordered the cloud services described above from Graviton Consulting Services, Inc. (“Graviton”). Your use of these cloud services is subject to the terms in this Ordering Document (the “Order” or “Ordering Document”) and the Oracle Cloud Services executed between You and Oracle America, Inc.

B. TERMS AND FEES FOR ORDERED CLOUD SERVICES

1. Oracle Contract Information
a. Agreements.

End User Cloud Services Agreement.

The end user cloud services agreement applicable to this order is the following:

Effective Version Date:

Oracle Cloud Services Agreement US-CSA-CPQ-3330527 v062223

2. Currency:

All fees on this ordering document are in US Dollars.

3. Terms:

All products and services listed on this order are provided by Oracle under, and subject to, the terms of this order, including the agreement and all Oracle documents referenced in this order. You indicate your agreement to the terms of this order, including the agreement, by signing this order, and you represent that you have the authority to bind the company to whom this order is addressed above to the terms of this order and the agreement. As applicable, Oracle processes a partner's order after receipt of a purchase order or a valid credit card. Any terms and conditions on your purchase order are void and have no legal effect. For cloud services, you may not reduce the quantity of services purchased hereunder for distribution to the end user (e.g., user or record counts, storage, etc.), in whole or in part, during the Services Period set forth above. The Services Period for the cloud services commences on September 15, 2025.

4. Fees:

The cloud services payment frequency applies to all cloud services fees and taxes. All fees payable to Graviton are due 45 days from the invoice date. Once placed, your order is non-cancelable and the sums paid nonrefundable, except as otherwise provided herein or in the agreement. You will pay any sales, value-added or other similar taxes imposed applicable law that Graviton must pay based on the cloud services You ordered, except for taxes based on Graviton’s income. Unless specifically stated otherwise, fees for cloud services listed in this Order are exclusive of taxes and expenses. You agree not to disclose the terms of this ordering document to any third party.

Cloud Services Payment Frequency: Your payment frequency is Monthly in Arrears as described in the service specifications. The service specifications applicable to the cloud services and the consulting/professional services ordered may be accessed at www.oracle.com/contracts.

Cloud Services Overage Bill To: In the event of an overage as described in the service descriptions, You shall be invoiced for such overage(s).

5. Offer Validity:

This order is valid through 30-SEP-2025 and shall become binding upon execution by You and acceptance by Graviton.

6. Data Center Region
Your services environment (as defined in the CSA) will reside in the data center region identified in the table above.

7. Funded Allocation Additional Terms
As described in the Oracle PaaS and IaaS Universal Credits – Service Descriptions document available at http://www.oracle.com/contracts, the following terms apply to your Oracle PaaS and laaS Universal Credits.

Under the "Funded Allocation Model", Oracle and Graviton allow You the flexibility to fund an annual amount to Oracle as specified in the "Funded Allocation Value" in Your Order, which is to be applied towards the future usage of eligible Oracle IaaS and PaaS Cloud Services specified in the rate card attached to Your Order or as seen in the Cloud Portal provided such Cloud Services are available in production release when ordered, at the fees specified in the rate card. The total Funded Allocation Value of Your Order is reflected in the "Funded Allocation Value" column and the applicable Services Period for that value will be as specified in Your Order. Graviton will invoice you monthly in arrears based on your actual usage for the prior month at the rates for each activated Oracle IaaS and PaaS Cloud Service as City Council 9 – 66 7/15/2025
June 9, 2025

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Issued by Graviton Consulting Services, Inc.
defined in Your Order
Overage
If, at the end of any month during the Services Period, You have exceeded the Funded Allocation Value, You must provide additional funding for Your usage, or You must cease to use the applicable Cloud Services. If You have exceeded the Funded Allocation Value and You have not ended Your use of the Services, You will be subject to overage fees. The increased services shall be equal to the actual usage/capacity that exceeds the Funded Allocation Value amount. Graviton will invoice You monthly in arrears for the excess usage of the Oracle laaS and PaaS Cloud Service at the Overage Unit Net Price specified in the rate card of Your Order or as seen in the Cloud Portal. Such invoice shall not require a separate ordering document. You shall pay the invoice in accordance with this Order's payment terms. You may set quotas, alerts and use other monitoring tools within the Cloud Portal to assist You in managing and tracking Your usage.

If there is a dispute on the amount of the overages invoice:
i) You shall promptly notify Graviton in writing of the dispute and the basis for Your dispute. Your notification to Graviton must include a detailed written explanation of Your objection to the overages invoice. Your written notice to Graviton must be delivered to Graviton before the due date for your overages payment to Graviton ("Your payment date"). ii) If no written objection is provided to Graviton prior to Your payment date of the Graviton overages invoice, then You must transmit payment to Graviton for the Graviton overages invoice.

Additional Services
If Oracle adds additional service offerings to the list of eligible Oracle IaaS and PaaS Cloud Services within Your Cloud Services Account during the Services Period, You may activate and use those service offerings and the discount will be applied based on the Cloud Service category discount specified in the rate card attached to Your Order or as seen in the Cloud Portal. The development, release, and timing of any future features, functionality or service offerings remains at the sole discretion of Oracle Corporation.

Replenishment of Account at End of Services Period
If You are continuing to use services after the end of the Services Period specified in Your Order and You have not extended the Services period and increased the Funded Allocation Value for use of eligible Oracle IaaS and PaaS Cloud Services, You will be charged for the actual usage of all services that You activate and/or have activated within your Cloud Services Account based on Graviton’s then current price list for such services. Upon extending the term of the Services Period and increasing the amount of the Funded Allocation Value through a new order or modification of Your existing Order, You will receive the Cloud Services category discounts specified in the rate card attached to Your new order or modification of the existing Order or as seen in the Cloud Portal.

Roving Edge Parts.

Roving Edge Infrastructure parts are limited-availability parts. This Order is not eligible for any Roving Edge Infrastructure products or services, even if a Roving Edge part number is specified in the Rate Card of this Order or seen in the Cloud Portal.

C. Additional End User Terms
This Order is subject to and incorporates the terms and conditions contained in this Section C in the form set forth below (“End User Terms”). Oracle is an irrevocable third-party beneficiary of the order between Graviton and the City, but does not assume any of Graviton’s obligations thereunder. Oracle will have no liability to the City arising out of or relating to the City’s non-compliance with the End User Terms. Should the City fail to be in compliance with the additional End User Terms below, or because of any other circumstance outside of Oracle’s control, then you agree Oracle may suspend or terminate the cloud services under this Order. In the event of termination, the end user’s right to receive cloud services under this Order is automatically forfeited.

1. Data Center Region Availability for UCM
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.

2. No Auto-Renewal
Notwithstanding any statement, to the contrary in the Service Specifications, You expressly agree that the Services acquired under this Order will not auto-renew.

D. Other

1. Order of Precedence
In the event of inconsistencies between the terms contained in this Order and the agreement referenced above, this Order shall take precedence. This Order will override and control over the terms contained in any purchase order.

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Issued by Graviton Consulting Services, Inc.

E. NOT TO EXCEED CONTRACT AMOUNT
The total amount to be expended on all PaaS, IaaS, and SaaS services during the term of this agreement, including any option periods, shall not exceed $5,027,000.00. The City Manager or their designee shall have authority to execute PaaS, IaaS, and/or SaaS Ordering Documents during the term of this agreement, including any option periods, provided the City’s cumulative expenditures under such Ordering Documents do not exceed $5,027,000.00. This Section shall apply to all future ordering documents from September 1, 2025 – August 31, 2028, and any optional extensions exercised by the Parties, as approved by the City Council for the City of Santa Ana on July 15, 2025.

F. Entire Agreement
By signing below, we each agree that this Order constitutes the entire agreement between You and Graviton with regard to the subject matter herein and as such, no other preprinted, non-negotiated or other terms and conditions on any document by partner or end user (e.g., on a purchase order or elsewhere) shall apply. This order is placed subject to the terms of the agreement.

The signature below affirms your commitment to pay for the cloud services ordered in accordance with the terms of this order and the agreement.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall
City Clerk
Alvaro Nunez
City Manager

APPROVED AS TO FORM RECCOMENDED FOR APPROVAL
SONIA R. CARVALHO
City Attorney
By
Jonathan T. Martinez
Assistant City Attorney
Jack Ciulla
Chief Technology Innovations Officer
Information Technology Department
GRAVITON CONSULTING SERVICES, INC.

Greg Catanzano
Chief Executive Officer
Graviton Consulting Services, Inc.

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City Council Issued 9 – by Graviton Consulting Services, 69 Inc. 7/15/2025 Graviton OD (PaaS-IaaS) City of Santa Ana, CA

1.0 (rec'd 6-26-2025) - CAO signed(2070608.2)
Final Audit Report 2025-06-30
Created: 2025-06-30
By: MELANIE TORRES ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAO2ZN8SmKOXRy3pyZ9iB2n4AKTvxryQiY "Graviton OD (PaaS-IaaS) City of Santa Ana, CA 1.0 (rec'd 6-26 -2025) - CAO signed(2070608.2)" History
Document created by MELANIE TORRES ([email protected]) 2025-06-30 - 3:26:11 PM GMT
Document emailed to Jack Ciulla ([email protected]) for signature 2025-06-30 - 3:26:23 PM GMT
Email viewed by Jack Ciulla ([email protected])
2025-06-30 - 3:26:33 PM GMT
Document e-signed by Jack Ciulla ([email protected]) Signature Date: 2025-06-30 - 3:26:49 PM GMT - Time Source: server Agreement completed.
2025-06-30 - 3:26:49 PM GMT
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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 nonexclusive, 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 Services and Service Specifications to reflect 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 may 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, valueadded 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.

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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 Content 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 services 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 residing 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, each 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 entity 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 to 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 City Council 9 – 72 7/15/2025
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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 Personal 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 card 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 specific 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 WARRANTIES 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 LIABLE 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 City Council 9 – 73 7/15/2025
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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 (“Provider,” 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 alternatives 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 technology 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 been 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 indemnify 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 party blog or forum, a third party web 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 are 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 City Council 9 – 74 7/15/2025
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use reasonable efforts to limit any suspension only to the portion of the Services related to the issue causing 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 nonbreaching 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 of 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 without 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 programming 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 City Council 9 – 75 7/15/2025
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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 development 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 Oracleprovided 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 (by 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 technical support services for Hardware Devices as described in the Service Specifications and/or Oracle’s Hardware 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 or 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 preserving 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 transfer 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 City Council 9 – 76 7/15/2025
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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 Agreement. 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 that 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 these 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 regard 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 Oracle 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 nonpayment 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 governed 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 City Council 9 – 78 7/15/2025
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any such purchase order, portal, or other non-Oracle document shall 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)
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE SIGNATURE BLOCK FOR THIS AGREEMENT FOLLOWS IMMEDIATELY ON THE NEXT PAGE.

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Company Name: CITY OF SANTA ANA
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall
City Clerk
Alvaro Nunez
City Manager

APPROVED AS TO FORM RECCOMENDED FOR APPROVAL
SONIA R. CARVALHO
City Attorney
By
Jonathan T. Martinez
Assistant City Attorney
Jack Ciulla
Chief Technology Innovations Officer
Information Technology Department
Oracle America, Inc.
{{*_es_signer1_signature }} {{*_es_signer2_signature }} Authorized Signature: _______________________
{{*_es_signer1_fullname }} {{*_es_signer2_fullname }}
Name: ___________________________________
{{*_es_signer1_title }} {{*_es_signer2_title }}
Title: ____________________________________
{{*_es_signer1_date}} {{*_es_signer2_date}}
Signature Date: ___________________________
Agreement No.: US-CSA-CPQ-3330527
Ashlee Walleck
Contract Specialist
09-Jun-2025 | 11:24 AM PDT
City Council 9 – 80 7/15/2025
Oracle - Public Sector Agreement for Oracle
Cloud Services (CAO signed)(2070727.1) (002)
Final Audit Report 2025-06-30
Created: 2025-06-30
By: MELANIE TORRES ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAALd0BE-WINFkqm9yBQ3Z4RxAwiu7uMHEX "Oracle - Public Sector Agreement for Oracle Cloud Services (C AO signed)(2070727.1) (002)" History
Document created by MELANIE TORRES ([email protected]) 2025-06-30 - 3:22:37 PM GMT
Document emailed to Jack Ciulla ([email protected]) for signature 2025-06-30 - 3:22:41 PM GMT
Email viewed by Jack Ciulla ([email protected])
2025-06-30 - 3:22:52 PM GMT
Document e-signed by Jack Ciulla ([email protected]) Signature Date: 2025-06-30 - 3:24:35 PM GMT - Time Source: server Agreement completed.
2025-06-30 - 3:24:35 PM GMT
City Council 9 – 81 7/15/2025
Planning and Building Agency
www.santa-ana.org/pb
Item # 10
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 15, 2025
TOPIC: Approval of Historic Property Preservation Agreements

AGENDA TITLE
Historic Property Preservation Agreements for the Properties Located at 1001 N. Olive Street and 1011 N. Olive Street

RECOMMENDED ACTION
Authorize the City Manager or designee to execute the attached Mills Act agreement with the below-referenced property owners for the identified structure(s) (Agreement Nos. A2025-XXX and A-2025-XXX). [Includes determination that the proposed projects are exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption(s)/Environmental Review Nos. 2025-28 and 2025-30 will be filed for the project.]
Table 1: Mills Act Agreements Approved by the Historic Resources Commission (HRC) Property Owner(s)
Historic Property
Preservation
Agreement No.

Address/House Vote by HRC
Kevin Shuler and Brian
Stoddart representing
Palm Springs Deepwell
Modern, LLC
2025-03 1001 N. Olive Street
5:0:0:2 (Commissioner
Escamilla and Padilla
absent)
Robert James Manson
and Alma Cristina
Manson
2025-04 1011 N. Olive Street
5:0:0:2 (Commissioner
Escamilla and Padilla
absent)
GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
On June 4, 2025, the Historic Resources Commission (HRC) recommended that the City Council authorize the City Manager to execute the Mills Act agreements listed in Table 1, above, with the identified property owners for historic structure(s) in the City, subject to non-substantive changes approved by the City Manager and City Attorney. This action allows for the approval of a Historic Property Preservation Agreement (Mills Act Contract) which provides a property tax reduction whereby property owners agree to reinvest the City Council 10 – 1 7/15/2025
Approval of Historic Property Preservation Agreements
July 15, 2025

Page 2 ends

tax savings towards the maintenance of the historic property. Additionally, the agreement prevents inappropriate alterations to the protected historic structure(s).

ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the proposed projects are exempt from further review. The following Categorical Exemptions will be filed for this project:
• ER No. 2025-28 (1001 N. Olive Street)
• ER No. 2025-30 (1011 N. Olive Street)

FISCAL IMPACT
The Historic Property Preservation Agreement will reduce the Property Tax revenue account 01102002-50011 to the City by an estimated $1,611.16 annually noted below, for a period of not less than ten years.

HPPA No. Address Estimate Exhibit No.
2025-03 1001 N. Olive Street $766.06 1-2
2025-04 1011 N. Olive Street $845.10 3-4
Total for All Properties: $1,611.16

EXHIBITS

1. Mills Act Agreement – 1001 N. Olive Street

2. HRC Staff Report – 1001 N. Olive Street

3. Mills Act Agreement – 1011 N. Olive Street

4. HRC Staff Report – 1011 N. Olive Street
Submitted By: Ali Pezeshkpour, AICP, Executive Director, Planning and Building Agency
Approved By: Alvaro Nuñez, City Manager
City Council 10 – 2 7/15/2025

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702
Attn: Clerk of the Council
FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383
_________________________________________________________________________

HISTORIC PROPERTY PRESERVATION AGREEMENT
This Historic Property Preservation Agreement (“Agreement”) is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as “City”), and Palm Springs Deepwell Modern, LLC, a California Limited Liability Company, (hereinafter collectively referred to as “Owner”), owner of real property located at 1001 North Olive Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties.

RECITALS
A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the “Mills Act”) to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity.

B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 1001 North Olive Street and 915 W Tenth Street, Santa Ana, CA, 92703 (referred to collectively as “1001 North Olive Street”) and more particularly described in Exhibit “A,” attached hereto and incorporated herein by reference, and hereinafter referred to as the “Historic Property.”
C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code.

D. City and Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner.

City Council 10 – 3 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 2 -
E. Owner and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code.

NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows:

1. Effective Date and Terms of Agreement.

This Agreement shall be effective and commence on July 16, 2025, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below.

2. Renewal.
a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein.
b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party.

Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. c. Within 30 days from receipt of City’s notice of nonrenewal, the Owner may file a written protest of City’s decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply.

3. Standards and Conditions for Historic Property.

During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions:
a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its characterdefining features described in the “Executive Summary” and “Historical Property Description” attached hereto, marked collectively as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City.

City Council 10 – 4 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 3 -
b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior’s Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition.
c. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public.
d. The following are prohibited: demolition of the Historic Property or destruction of character-defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior’s Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location.
e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner’s compliance with the terms and provisions of this Agreement. As part of the periodic inspection, Owner shall supply information in a format determined acceptable by the representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization information required to determine compliance with the terms of this Agreement.
f. Owner shall implement the rehabilitation and restoration work items as discussed in detail in Exhibit D, “Proposed Structure Improvements” or “Work Plan” and the City Council Historic Property Preservation Agreement (HPPA No. 2025-03) staff report dated June 4, 2025.

All work items shall be completed within the first ten years of the Mills Act Agreement, with specific items completed within the first five years including 1) exterior painting with periodappropriate color palette; 2) landscape improvements including trimming of plantings along primary (west and south) facades to better showcase original building features from the public right-of-way; 3) general maintenance to include: wood window assessment, stucco assessment, and roof assessment of primary residence and detached garages (at roof, assess clay tiles, parapet, flashing, and primary roof for damage). Repair or replace in-kind, as needed; 4) remove noncompatible wooden garage gate and wooden pedestrian door at the rear yard along the west façade.

Planning approval required for new gate and door; 5) repair west façade exterior stairs at entrance to 1001 N Olive Street: concrete repair/replacement and new paint. Assess front porch floor at entrance to 1001 N Olive Street and repair as needed; 6) replace rear yard porch steps (between City Council 10 – 5 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 4 -
residence and detached garage at 1001 N Olive Street) with historically-compatible material; and 7) conceal, relocate, or remove wire cover along east façade of 915 W Tenth Street. Assess all exposed pipes and wires throughout the property and conceal, relocate, or remove as need. g. Proof of completion, as requested by the City of Santa Ana, will be required in order to satisfy and maintain the Mills Act Agreement. Staff approval is required before items are amended or removed/replaced from the improvements list.

4. Furnishing of Information.

The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement.

5. Cancellation.
a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner have breached any of the conditions of this Agreement, or has allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286.

This cancellation fee shall be a percentage (currently set at twelve and one-half (12 ½) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement.
b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. c. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288.

6. Enforcement of Agreement.
a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default City Council 10 – 6 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 5 -
may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City’s regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder.

7. Binding effect of Agreement.
a. Owner hereby subjects the Historic Property, located at 1001 North Olive Street, Assessor Parcel Number, 405-284-13, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Owner’s successors and assigns in title or interest to the Historic Property.

Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, conditions and restrictions are set forth in such contract, deed, or other instrument.
c. This property is listed in the Santa Ana Register of Historical Properties (Register).

In any real property transaction, the owner of this property or the owner’s representative shall provide the buyer of this property with notice that the property is listed on the City’s historic Register.

8. No Compensation.

Owner shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owner as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property.

9. Notice.

Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto.

City Council 10 – 7 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 6 -
City: City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702
Attn: City Clerk
Owner: Palm Springs Deepwell Modern LLC, a California Limited Liability Company Kevin Shuler and Brian Stoddart
2001 North Heliotrope Drive
Santa Ana, CA 92706

10. General Provisions.
a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise.
b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. c. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, conditions, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney’s fees to be fixed by the court, in addition to court costs and other relief ordered by the court.
f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive City Council 10 – 8 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 7 -
legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby.
g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County.

11. Recordation.

No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange.

12. Amendments.

This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.

13. Effective Date
This Agreement shall be effective on the day and year first written above in Section 1. {Signature page follows}
City Council 10 – 9 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 8 -
ATTEST: CITY OF SANTA ANA
________________________ _________________________
JENNIFER L. HALL ALVARO NUÑEZ
City Clerk City Manager
OWNERS
Date: ___________________ By:__________________
Palm Springs Deepwell Modern LLC,
a California Limited Liability Company

KEVIN SHULER
Date: ___________________ By:__________________
Palm Springs Deepwell Modern LLC,
a California Limited Liability Company

BRIAN STODDART
APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL:

SONIA CARVALHO
City Attorney
By: _____________________ _____________________

BRANDON SALVATIERRA ALI PEZESHKPOUR
Deputy City Attorney Executive Director
Planning and Building Agency
City Council 10 – 10 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 9 -

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

THE WEST 87.25 FEET OF LOT 28 OF TRACT NO. 354, HUNTINGTON SQUARE, IN THE

CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 15, PAGE 26 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY CALIFORNIA.

Assessor’s Parcel Number: 405-284-13
City Council 10 – 11 7/15/2025
Exhibit B

EXECUTIVE SUMMARY
Freund House
1001 North Olive Street
Santa Ana, CA 92703
NAME Freund House REF. NO.

ADDRESS 1001 North Olive Street
CITY Santa Ana ZIP 92703 ORANGE COUNTY
YEAR BUILT 1924 LOCAL REGISTER CATEGORY: Contributive
HISTORIC DISTRICT N/A NEIGHBORHOOD Washington Square
CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: Not for Publication Unrestricted
Prehistoric Historic Both
ARCHITECTURAL STYLE: Mission/Spanish Revival
The Mission/Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Mission Revival vocabulary, popular between 1890 and 1920, drew its inspiration from the missions of the Southwest. Identifying features include curved parapets (or espadaña); red tiled roofs and coping; low-pitched roofs, often with overhanging eaves; porch roofs supported by large, square piers; arches; and wall surfaces commonly covered in smooth stucco. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama-California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low-pitched roofs, usually with little or no overhangs and red tile roof coverings, flat roofs surrounded by tiled parapets; and stuccoed walls. The Spanish vocabulary also includes arches; asymmetry; balconies and patios; window grilles; and decorative elements of wood, wrought iron, tile, or stone.

SUMMARY/CONCLUSION:

The Freund House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example of a Mission Revival style home in Santa Ana. The recommended categorization is “Contributive” because it contributes to the overall character and history of Washington Square and is a representative example of Mission Revival architecture in Santa Ana (Santa Ana Municipal Code, Section 30-2.2(3)).

EXPLANATION OF CODES:
• California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, “How to Nominate Resources to the California Register of Historical Resources,” September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values.
5S3: Appears to be individually eligible for local listing or designation through survey evaluation.

City Council 10 – 12 7/15/2025
State of California  The Resources Agency Primary #______________________________________________ DEPARTMENT OF PARKS AND RECREATION HRI #__________________________________________________ PRIMARY RECORD Trinomial______________________________________________ NRHP Status Code_____________________________________
Other Listings_____________________________________________________________________ Review Code________ Reviewer________________________ Date_______________ Page _1_ of _5_ Resource name(s) or number (assigned by recorder) Freund House P1. Other Identifier:
*P2. Location: Not for Publication Unrestricted *a. County Orange County *b. USGS 7.5’ Quad: Anaheim Quadrangle California-Orange County 7.5-Minute Series Date: 2022 *c. Address 1001 North Olive Street and 915 West 10th Street City: Santa Ana Zip: 92703 *e. Other Locational Data: Assessor’s Parcel Number 405-284-13 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located on a corner parcel in Washington Square, the Freund House is a one-story, multiple-family Mission Revival style residence (Figure 1). The main residential building has two primary facades. The primary (west) façade contains the entrance to the unit addressed as 1001 North Olive Street and the primary (south) façade contains the entrance to the unit addressed as 915 West 10th Street (Figure 2). Asymmetrical in design, the building features a rectangular-shaped plan with a parapet roof that wraps around the entire building, concealing the flat, built-up roof. The roof has no extended eaves. The exterior of the multifamily building is clad in smooth stucco. The main entrance to each unit is located within a front porch and is composed of a single glazed wood door with a Prairie style muntin pattern. Adjacent to each entrance door is a large fixed wood window with Prairie style upper divided lights (Figure 3). Both porches are raised above two shallow concrete-clad steps and contain wide arches.

(See Continuation Sheet 3 of 5)
*P3b. Resource Attributes: (list attributes and codes) HP3. Multiple family property and HP4. Ancillary Building (garages) *P4. Resources Present: Building Structure Object Site District Element of District Other P5b. Photo: (view and date)
(Figure 1) Primary (west) facade,
view northeast, January 2025
*P6. Date Constructed/Age and
Sources: historic
1924/ Original Building Permit
*P7. Owner and Address:

Palm Springs Deepwell Modern, LLC
2001 N Heliotrope Drive
Santa Ana, CA 92706
*P8. Recorded by:

Andrea Dumovich Heywood
City of Santa Ana
20 Civic Center Plaza M-20
Santa Ana, CA 92702
*P9. Date Recorded:

June 4, 2025
*P10. Survey Type:

Intensive Survey Update
*P11. Report Citation: (Cite survey
report and other sources, or enter “none”)
None
*Attachments: None Location Map Sketch Map Continuation Sheet Building, Structure, and Object Record Archaeological Record District Record Linear Feature Record Milling Station Record Rock Art Record Artifact Record Photograph Record  Other (list)
DPR 523A (1/95) *Required information
P5a. Photo
City Council 10 – 13 7/15/2025
State of California  The Resources Agency Primary #__________________________________________ DEPARTMENT OF PARKS AND RECREATION HRI#______________________________________________

BUILDING, STRUCTURE, AND OBJECT RECORD

Page 2 of 4 ends

*Resource Name or #: Freund House
B1. Historic Name: Freund House
B2. Common Name: Same
B3. Original Use: Multiple Family Residence B4. Present Use: Multiple Family Residence *B5. Architectural Style: Mission Revival
*B6. Construction History: (Construction date, alterations, and date of alterations):

September 8, 1924. Permit to construct double apartments and garages. $6,000.

July 8, 1982. Reroof. $3,960.

June 16, 1995. Reroof. $5,100.

Unknown date. Residential unit fronting 10th Street changed addresses from 1003 North Olive Street to 915 West 10th Street.

*B7. Moved? No Yes Unknown Date:__________ Original location:_______ _______ *B8. Related Features: None
B9a. Architect: Unknown b. Builder: Unknown
*B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1924 Property Type: Multiple Family Residence Applicable Criteria: C/3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Freund House is architecturally significant as an intact example of a Mission Revival style house in Santa Ana. The original building permit, for the address range 1001-1003 North Olive Street, is dated September 8, 1924 and indicates it was built as double apartments and garages, at a cost of $6,000. The original architect and builder are unknown. At an unknown date, the residential unit fronting 10th Street changed addresses from 1003 North Olive Street to 915 West 10th Street. Because of the unclear address history, city directory research was only completed for the 1001 North Olive Street address. The earliest known occupant is Charles Freund, who is listed on the original building permit for 1001 North Olive Street. City directories note Mr. Freund as the building's owner through 1926. An obituary article notes Freund was an interior decorator that had lived in Santa Ana between 1918 and 1945, the year he died (The Register, August 23, 1945). In 1927, T T Lackey and in 1930, J R Ott resided at the subject property. Mrs. K A O'Brien is listed from circa 1933-1935. Tenant Bales Redmond is noted in 1936.

By 1937, R U Smith occupied the unit. City directories note G W Wilkins from circa 1940-1945, and a newspaper article notes Wilkins remained through 1949 (The Register, March 10, 1949). There was no directory available for 1948. In 1949 Mrs. E Hollingsworth is identified as a building tenant, who remained until she died in 1956 (The Register, October 22, 1956). P V Plummer also occupied the unit in 1956 (See Continuation Sheet 3).

B11. Additional Resource Attributes: (List attributes and codes) *B12. References:
(See Continuation Sheet 4 of 5.)
B13. Remarks: None
*B14. Evaluator: Andrea Dumovich Heywood, City of Santa Ana. *Date of Evaluation: June 4, 2025
DPR 523B (1/95) *Required information
Sketch Map
(This space reserved for official comments.)
Freund House
1001 N Olive Street
N
TENTH
City Council 10 – 14 7/15/2025
State of California  The Resources Agency Primary # _____________________________________________ DEPARTMENT OF PARKS AND RECREATION HRI # ________________________________________________ CONTINUATION SHEET Trinomial _____________________________________________

Page 3 ends

*Recorded by Andrea Dumovich Heywood *Date June 4, 2025  Continuation  Update DPR 523L
*P3a. Description (continued):

Both primary (west and south) facades contain one tripartite window adjacent to the front porch (Figure 4). The window is composed of a wood frame encasing two double-hung wood windows with ogee lugs and Prairie style divided upper lights that flank a large fixed wood window. The tripartite’s fixed central window on the primary (west) façade contains Prairie style divided upper lights while the primary (south) fixed window had no muntins. A shed roof clad in clay tiles projects above the tripartite window on the primary (west) façade (Figure 5). Window fenestration along the primary (south), east, and north façades include double-hung wood windows with ogee lugs and Prairie style divided upper lights (Figure 6). Additional windows include a single wood hopper window on the primary (south) façade, a fixed wood window and five double-hung wood windows without Prairie style divided lights at the north (side) façade, and two double-hung wood windows without Prairie style divided lights at the east (side) façade.

Both residential units contains a detached single-car garage, situated at the property’s north boundary. Particular to only the primary (west) façade is a wingwall porte-cochere that extends across the north driveway, containing an arched entrance for vehicular access and a smaller arched entrance, or wingwall, for pedestrians (Figure 7). The primary (south) façade’s garage parapet is joined to the main residential building, creating an illusion that it is attached to the residence. The property is landscaped with a variety of small and medium-sized vegetation and trees such as palm trees, cactus, and agave. *B10. Significance (continued):

According to city directories, 1001 N Olive Street was occupied by LM Brozenick in 1960. Two newspaper articles describe Lou Brozenick’s extensive wood working hobby. In the late 1950s through 1970s, Brozenick worked on creating a wall-sized world map made out of wood, using wood specific to each country. The project took 17 years to complete due to difficulties with obtaining directly sourced wood from each country. A 1966 article notes that Brozenick worked on this project at his apartment at 10071 Lampson, Garden Grove, after living in Santa Ana. Therefore his artistic affiliations are not related to the subject property at 1001 North Olive Street (The Register, September 11, 1966 and December 4, 1975). The years 1963-1987 do not include the subject address in the directory or the directory itself was not available for research. A newspaper article mentions Mrs. Emily Jane Hayhurst as a resident of 915 W 10th Street in 1965, who passed away that year (The Register, June 16, 1965). Historic building permits identify Joel Tardiff as building owner from at least 1975-1978. Permit history and directories reveal John Harwood owned the property from circa 1981-2003. By 2020, Steven Wayne Lively sold the property to current owners Palm Springs Deepwell Modern, LLC, represented by Kevin Shuler and Brian Stoddart. No pertinent information was uncovered regarding the former owners and tenants during the time of ownership/occupancy of 1001 North Olive Street.

The Freund House is located in Washington Square, a neighborhood located northwest of the city center bounded by West Seventeenth Street on the north, West Civic Center Drive on the south, North Flower Street on the east, and North Bristol Street on the west. Most of this area was owned by the family of Jacob Ross, who had purchased portions of the Rancho Santiago de Santa Ana in 1868 and 1869. Walnuts and other crops were grown in the area during the late nineteenth and early twentieth centuries, with a few farmhouses, most notably the Ross-McNeal House at 1020 North Baker Street, dotting the landscape. By 1905, Baker and Towner were the only streets in the neighborhood, which extended from Hickey (now Civic Center) only as far as Washington and which contained only about a dozen homes. The status quo had not changed much by 1915, when a brick yard was located at the northern terminus of Olive Street at Hickey. In 1925, the beginning of the development that would convert this largely agricultural area into a middle class neighborhood of single-family homes over the next 25 years had begun. In the late 1920s and early 1930s, the Tudor Revival and Spanish Colonial Revival homes were the standard, with American Colonial Revival saltboxes and ranch style homes favored in the years before and after World War II.

During the 1930s, many of the homes were built by local contractor Emmett Rogers, who sold lots and built homes according to standard plans, which individual property owners could customize to their tastes ("Washington Square: A Neighborhood of Pride," Washington Square Neighborhood Association). With the return of servicemen following the war and the accompanying demand for homes in southern California, the development of Washington Square was all but completed.

The Freund House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example of a Mission Revival style home in Santa Ana. Located in Washington Square, the house cost $6,000 to build in 1924. The recommended categorization is “Contributive” because it contributes to the overall character and history of Washington Square and is a representative example of Mission Revival architecture in Santa Ana (Santa Ana Municipal Code, Section 30-2.2(3)).

Character-defining features of the Mission Revival style exhibited by the house include its rectangular-shaped plan; two primary (west and south) facades; asymmetrical design; parapet roof that wraps around the entire building; no extended eaves; smooth stucco cladding; main entrance to each unit located within a front porch and is composed of a single glazed wood door with a Prairie style muntin pattern; large fixed wood window with Prairie style upper divided lights; raised front porches with wide arches; tripartite window adjacent to the front porch composed of a wood frame encasing two double-hung wood windows with ogee lugs and Prairie style divided upper lights flanking a large fixed wood window; shed roof clad in clay tiles at the primary (west) façade; double-hung wood windows with ogee lugs and (some windows with or without); Prairie style divided upper lights; single hopper window on primary (south) façade; two detached single-car garages; primary (west) façade porte-cochere that extends across the north driveway, containing an arched entrance for vehicular access and a smaller arched entrance, or wingwall, for pedestrians; small and medium vegetation and landscape.

City Council 10 – 15 7/15/2025
State of California  The Resources Agency Primary # _____________________________________________ DEPARTMENT OF PARKS AND RECREATION HRI # ________________________________________________ CONTINUATION SHEET Trinomial _____________________________________________

Page 4 ends

*Recorded by Andrea Dumovich Heywood *Date June 4, 2025  Continuation  Update DPR 523L
*B12. References (continued):

Ancestry.com. U.S., City Directories, 1822-1995 [database on-line]. Lehi, UT, USA: Ancestry.com Operations, Inc., 2011. _____. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2002. _____. Ancestry.com. 1940 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com Operations, Inc., 2012.
_____. California, U.S., Marriage Index, 1960-1985 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2007.

City of Santa Ana Building Permits
McAlester, Virginia Savage. A Field Guide to American Houses. New York: Alfred A. Knopf, 2013.

Newspapers.com (Santa Ana Daily Register, The Register) Office of Historic Preservation. “Instructions for Recording Historical Resources.” Sacramento: March 1995.

Sanborn maps.

Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969.

City Council 10 – 16 7/15/2025
State of California  The Resources Agency Primary # _____________________________________________ DEPARTMENT OF PARKS AND RECREATION HRI # ________________________________________________ CONTINUATION SHEET Trinomial _____________________________________________

Page 5 ends

*Recorded by Andrea Dumovich Heywood *Date June 4, 2025  Continuation  Update DPR 523L
Additional Figures:

Figure 2. the primary (south) façade contains the
entrance to the unit addressed as 915 West 10th Street, facing north.

Figure 3. Main entrance is composed of a single glazed
wood door with a Prairie style muntin pattern. Adjacent is a large fixed wood window with Prairie style upper
divided lights, facing east.

Figure 4. Tripartite window adjacent to the front porch, facing east.

Figure 5. A shed roof clad in clay tiles projects above the tripartite window on the primary (west) façade, facing
east.

Figure 6. Double-hung wood windows with ogee lugs and
Prairie style divided upper lights at the primary (south) façade, facing north.

Figure 7. Porte-cochere extends across the north
driveway, containing an arched entrance for vehicular
access and a smaller arched entrance, or wingwall, for
pedestrians, facing east.

City Council 10 – 17 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 1 -
Exhibit C
Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S.

Secretary of the Interior’s Standards for Rehabilitation of Historic Buildings, as follows:

1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose.

2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible.

3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged.

4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment.

These changes may have acquired significance in their own right, and this significance shall be recognized and respected.

5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity.

6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures.

7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken.

8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project.

9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, and such design is compatible with City Council 10 – 18 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 2 -
size, scale, color, material and character of the property, neighborhood, or environment.

10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired.

City Council 10 – 19 7/15/2025
Exhibit D: Proposed Structure Improvements (“Work Plan”) 1001 North Olive Street
Item Year Improvement
1 2025 Exterior repainting with period-appropriate color palette 2 2025 Landscape improvements including trimming of plantings along primary (west and south) facades to better showcase original building features from the public rightof-way. 3 2026 General maintenance to include: wood window assessment, stucco assessment, and roof assessment of primary residence and detached garages (at roof, assess clay tiles, parapet, flashing, and primary roof for damage). Repair or replace in-kind, as needed.
4 2027 Remove non-compatible wooden garage gate and wooden pedestrian door at the rear yard along the west façade. Planning approval required for new gate and door. 5 2028 Repair west façade exterior stairs at entrance to 1001 N Olive Street: concrete repair/replacement and new paint.

Assess front porch floor at entrance to 1001 N Olive Street and repair as needed. 6 2029 Replace rear yard porch steps (between residence and detached garage at 1001 N Olive Street) with historically-compatible material.
7 2030 Conceal, relocate, or remove wire cover along east façade of 915 W 10th Street.

Assess all exposed pipes and wires throughout the property and conceal, relocate, or remove as need.
8 2031 Replace two (2) metal-frame windows at rear doors (each located at the rear entrance of each unit) with wood-frame window.

City Council 10 – 20 7/15/2025
Planning and Building Agency
Item # 10
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Historic Resources Commission Staff Report
June 4, 2025
Topic: HRCA No. 2025-02, HRC No. 2025-02, HPPA No. 2025-03 – Freund House (1001 North Olive Street)

RECOMMENDED ACTIONS

1. Adopt a resolution approving Historic Resources Commission Application No. 2025-02 and Historic Register Categorization No. 2025-02 (Exhibit 1); and

2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Palm Springs Deepwell Modern, LLC, subject to non-substantive changes approved by the City Manager and City Attorney (Exhibit 2).

EXECUTIVE SUMMARY
Kevin Shuler and Brian Stoddart representing Palm Springs Deepwell Modern, LLC, are requesting approval to designate an existing Mission Revival style multifamily residence located at 1001 North Olive Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. The property qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example of a Mission Revival style multifamily building. It is worthy of “Contributive” categorization because it contributes to the overall character and history of the Washington Square neighborhood and is a representative example of Mission Revival architecture in Santa Ana, including its parapet roof, open porches with wide arches, and red tile shed roof, among other features.

DISCUSSION
Project Location and Site Description
The subject property is located on a corner lot with Olive Street to the west and Tenth Street to the south, in the Washington Square neighborhood. The site contains a 1,564- square-foot, Mission Revival style multifamily residence (addressed 1001 North Olive Street and 915 West Tenth Street and referred to collectively as “1001 North Olive Street” City Council 10 – 21 7/15/2025
HRCA No. 2025-02, HRC No. 2025-02, HPPA No. 2025-03– Freund House (1001 North Olive Street)
June 4, 2025

Page 2 ends

throughout this report) and two detached garages on a 5,053-square-foot residential lot (Exhibit 3).

Analysis of the Issues
Historical Listing
In March 1999, the City Council approved Ordinance No. NS-2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old.

The structure identified meets the selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code, as the structure is 101 years old and is a sound example of period architecture. No known code violations exist on record for this property.

The Freund House is architecturally significant as an intact example of a Mission Revival style house in Santa Ana. The original building permit, for the address range 1001-1003 North Olive Street, is dated September 8, 1924, and indicates it was built as double apartments and garages, at a cost of $6,000. The original architect and builder are unknown. At an unknown date, the residential unit fronting Tenth Street changed addresses from 1003 North Olive Street to 915 West Tenth Street. Because of the unclear address history, city directory research was only completed for the 1001 North Olive Street address. The earliest known occupant is Charles Freund, who is listed on the original building permit for 1001 North Olive Street. City directories note Mr. Freund as the building's owner through 1926. An obituary article notes Freund was an interior decorator that had lived in Santa Ana between 1918 and 1945, the year he died (The Register, August 23, 1945). In 1927, T. T. Lackey and in 1930, J. R. Ott resided at the subject property. Mrs. K. A. O'Brien is listed from circa 1933-1935. Tenant Bales Redmond is noted in 1936. By 1937, R. U. Smith occupied the unit. City directories note G. W. Wilkins from circa 1940-1945, and a newspaper article notes Wilkins remained through 1949 (The Register, March 10, 1949). There was no directory available for 1948.

In 1949 Mrs. E. Hollingsworth is identified as a building tenant, who remained until she died in 1956 (The Register, October 22, 1956). P. V. Plummer also occupied the unit in 1956 (See Continuation Sheet 3).

City Council 10 – 22 7/15/2025
HRCA No. 2025-02, HRC No. 2025-02, HPPA No. 2025-03– Freund House (1001 North Olive Street)
June 4, 2025

Page 3 ends

According to city directories, 1001 North Olive Street was occupied by L. M. Brozenick in 1960. Two newspaper articles describe Lou Brozenick’s extensive wood working hobby.

In the late 1950s through 1970s, Brozenick worked on creating a wall-sized world map made out of wood, using wood specific to each country. The project took 17 years to complete due to difficulties with obtaining directly sourced wood from each country. A 1966 article notes that Brozenick worked on this project at his apartment at 10071 Lampson Avenue, Garden Grove, after living in Santa Ana. Therefore, his artistic affiliations are not related to the subject property at 1001 North Olive Street (The Register, September 11, 1966 and December 4, 1975). The years 1963-1987 do not include the subject address in the directory or the directory itself was not available for research. A newspaper article mentions Mrs. Emily Jane Hayhurst as a resident of 915 West Tenth Street in 1965, who passed away that year (The Register, June 16, 1965). Historic building permits identify Joel Tardiff as building owner from at least 1975-1978. Permit history and directories reveal John Harwood owned the property from circa 1981-2003.

By 2020, Steven Wayne Lively sold the property to current owners Palm Springs Deepwell Modern, LLC, represented by Kevin Shuler and Brian Stoddart. No pertinent information was uncovered regarding the former owners and tenants during the time of ownership/occupancy of 1001 North Olive Street.

Located on a corner parcel in Washington Square, the Freund House is a one-story, Mission Revival style multifamily residence. The main residential building has two primary facades. The primary (west) façade contains the entrance to the unit addressed as 1001 North Olive Street and the primary (south) façade contains the entrance to the unit addressed as 915 West Tenth Street. Asymmetrical in design, the building features a rectangular-shaped plan with a parapet roof that wraps around the entire building, concealing the flat, built-up roof. The roof has no extended eaves. The exterior of the multifamily building is clad in smooth stucco. The main entrance to each unit is located within a front porch and is composed of a single glazed wood door with a Prairie style muntin pattern. Adjacent to each entrance door is a large fixed wood window with Prairie style upper divided lights. Both porches are raised above two shallow concrete-clad steps and contain wide arches.

Both primary (west and south) facades contain one tripartite window adjacent to the front porch. The window is composed of a wood frame encasing two double-hung wood windows with ogee lugs and Prairie style divided upper lights that flank a large fixed wood window. The tripartite’s fixed central window on the primary (west) façade contains Prairie style divided upper lights while the primary (south) fixed window had no muntins. A shed roof clad in clay tiles projects above the tripartite window on the primary (west) façade.

Window fenestration along the primary (south), east, and north façades include doublehung wood windows with ogee lugs and Prairie style divided upper lights. Additional windows include a single wood hopper window on the primary (south) façade, a fixed wood window and five double-hung wood windows without Prairie style divided lights at City Council 10 – 23 7/15/2025
HRCA No. 2025-02, HRC No. 2025-02, HPPA No. 2025-03– Freund House (1001 North Olive Street)
June 4, 2025

Page 4 ends

the north (side) façade, and two double-hung wood windows without Prairie style divided lights at the east (side) façade.

Both residential units contain a detached single-car garage, situated at the property’s north boundary. Particular to only the primary (west) façade is a porte-cochere that extends across the north driveway, containing an arched entrance for vehicular access and a smaller arched entrance, or wingwall, for pedestrians. The primary (south) façade’s garage parapet is joined to the main residential building, creating an illusion that it is attached to the residence. The property is landscaped with a variety of small and mediumsized vegetation and trees such as palm trees, cactus, and agave.

Character-defining features of the Freund House include, but may not be limited to: its rectangular-shaped plan; two primary (west and south) facades; asymmetrical design; parapet roof that wraps around the entire building; no extended eaves; smooth stucco cladding; main entrance to each unit located within a front porch and is composed of a single glazed wood door with a Prairie style muntin pattern; large fixed wood window with Prairie style upper divided lights; raised front porches with wide arches; tripartite window adjacent to the front porch composed of a wood frame encasing two double-hung wood windows with ogee lugs and Prairie style divided upper lights flanking a large fixed wood window; shed roof clad in clay tiles at the primary (west) façade; double-hung wood windows with ogee lugs and (some windows with or without) Prairie style divided upper lights; single hopper window on primary (south) façade; two detached single-car garages; primary (west) façade porte-cochere that extends across the north driveway, containing an arched entrance for vehicular access and a smaller arched entrance, or wingwall, for pedestrians; small and medium vegetation and landscape. The Freund House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example of a Mission Revival style home in Santa Ana. Located in Washington Square, the house cost $6,000 to build in 1924. The recommended categorization is “Contributive” because it contributes to the overall character and history of Washington Square and is a representative example of Mission Revival architecture in Santa Ana.

Mills Act Agreement
Ordinance No. NS-2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 2). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner’s voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property’s assessed City Council 10 – 24 7/15/2025
HRCA No. 2025-02, HRC No. 2025-02, HPPA No. 2025-03– Freund House (1001 North Olive Street)
June 4, 2025

Page 5 ends

value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include:
• Long term preservation of the property and visual improvement to the neighborhood • A mechanism to provide for property rehabilitation
• Incentives for potential buyers to purchase historic structures • Discouraging inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement subject to a completion of future improvements as described in an attached Work Plan.

Overall, future improvements (Work Plan) proposed by the homeowner during the initial ten years of the Mills Act Agreement include the following: exterior painting, landscaping, and general maintenance. Staff suggests adding the following items to the Work Plan: 1) remove non-compatible wooden garage gate and wooden pedestrian door at the rear yard along the west façade; 2) repair west façade exterior stairs at entrance to 1001 North Olive Street through concrete repair/replacement and new paint; 3) assess front porch floor at entrance to 1001 North Olive Street and repair as needed; 4) replace rear yard porch steps (between residence and detached garage at 1001 North Olive Street) with historically-compatible material; 5) conceal, relocate, or remove wire cover along east façade of 915 W Tenth Street and assess all exposed pipes and wires throughout the property and conceal, relocate, or remove as need; and 6) replace two (2) metal-frame windows at rear doors (each located at the rear entrance of each unit) with wood-frame window. Planning Division staff will ensure that the proposed work will be done sensitively and will maintain the property’s character-defining features as part of the Mills Act Agreement for this property.

As part of the Mills Act approval process, staff will work with the applicant to ensure that a bronze plaque is installed honoring and recognizing the structure. The plaque will include the historic name, address, year built, and local historic register designation.

Lastly, the site will be subject to general maintenance and upkeep requirements including, but not limited to, replacement or restoration of damaged character-defining features, landscaping upkeep, painting, etc. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement to enable the Mills Act.

Public Notification
The subject site is located within the Washington Square Neighborhood Association. The president of this Neighborhood Association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public City Council 10 – 25 7/15/2025
HRCA No. 2025-02, HRC No. 2025-02, HPPA No. 2025-03– Freund House (1001 North Olive Street)
June 4, 2025

Page 6 ends

hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 1,000 feet of the project site. At the time of this printing, no correspondence, either written or electronic, has been received from any members of the public.

ENVIRONMENTAL IMPACT
Pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the project is exempt from further review pursuant to Section 15331 of the CEQA Guidelines (Class 31 – Historical Resource Restoration/Rehabilitation) as these actions are designed to preserve historic resources. Based on this analysis, a Notice of Exemption, Environmental Review No. 2025-28, will be filed for this project.

FISCAL IMPACT
The Historic Property Preservation Agreement will reduce the Property Tax revenue account 01102002-50011 to the City by an estimated $766.06 annually, for a period of not less than ten years.

EXHIBITS

1. Resolution

2. Mills Act Agreement

3. 500-Foot Radius Map

4. Copy of Public Notice
Submitted By: James Williams, Contract Planner
Approved By: Ali Pezeshkpour, AICP, Acting Executive Director, Planning and Building Agency
City Council 10 – 26 7/15/2025

FREE RECORDING PURSUANT TO
GOVERNMENT CODE § 27383
Resolution No. 2025-XX

Page 1 of 7 ends

RESOLUTION NO. 2025-XX

A RESOLUTION OF THE HISTORIC RESOURCES

COMMISSION OF THE CITY OF SANTA ANA APPROVING
HISTORIC RESOURCES COMMISSION APPLICATION NO.
2025-02 TO PLACE THE PROPERTY LOCATED AT 1001

NORTH OLIVE STREET, SANTA ANA, ON THE

HISTORICAL REGISTER AND APPROVING HISTORIC
REGISTER CATEGORIZATION NO. 2025-02 PLACING

SAID PROPERTY WITHIN THE CONTRIBUTIVE

CATEGORY

BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines, and declares as follows:

A. On June 4, 2025, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2025-02) and categorization (Historic Resources Commission Categorization No. 2025- 02) of the Freund House located at 1001 North Olive and 915 W Tenth Street, Santa Ana (referred to collectively as “1001 North Olive Street”).

B. The Freund House has distinctive architectural features of the Mission Revival style and was built in 1924.

C. The Freund House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example of a Mission Revival style home in Santa Ana. The house displays characteristics of the Mission Revival style through its use of parapet roof, open porches with wide arches, and red tile shed roof, among other original features. The recommended categorization is “Contributive” because it contributes to the overall character and history of Washington Square and is a representative example of Mission Revival architecture in Santa Ana. Character-defining features of the Freund House include, but may not be limited to:
rectangular-shaped plan; two primary (west and south) facades; asymmetrical design; parapet roof that wraps around the entire building; no extended eaves; smooth stucco cladding; main entrance to each unit located within a front porch and is composed of a single glazed wood door with a Prairie style muntin pattern; large fixed wood window with Prairie style upper divided lights; raised front porches with wide arches; tripartite window adjacent to the front porch composed of a wood frame encasing two doublehung wood windows with ogee lugs and Prairie style divided upper lights flanking a large fixed wood window; shed roof clad in clay tiles at the primary City Council 10 – 27 7/15/2025

FREE RECORDING PURSUANT TO
GOVERNMENT CODE § 27383
Resolution No. 2025-XX

Page 2 of 7 ends

(west) façade; double-hung wood windows with ogee lugs and (some windows with or without) Prairie style divided upper lights; single hopper window on primary (south) façade; two detached single-car garages; primary (west) façade wingwall that extends across the north driveway, containing an arched entrance for vehicular access and a smaller arched entrance for pedestrians; small and medium vegetation and landscape.

D. The legal owner of the property is Palm Springs Deepwell Modern, LLC, a California Limited Liability Company.

E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein.

F. The subject property meets the standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code.

G. The subject property meets the minimum standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code.

H. In addition to meeting the standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code, the applicant has agreed, as part of the requested Mills Act agreement Work Plan, to restoration of select elements described therein within the first five years of the Agreement’s term, including 1) exterior painting with periodappropriate color palette; 2) landscape improvements including trimming of plantings along primary (west and south) facades to better showcase original building features from the public right-of-way; 3) general maintenance to include: wood window assessment, stucco assessment, and roof assessment of primary residence and detached garages (at roof, assess clay tiles, parapet, flashing, and primary roof for damage). Repair or replace in-kind, as needed; 4) remove non-compatible wooden garage gate and wooden pedestrian door at the rear yard along the west façade.

Planning approval required for new gate and door; 5) repair west façade exterior stairs at entrance to 1001 N Olive Street: concrete repair/replacement and new paint. Assess front porch floor at entrance to 1001 N Olive Street and repair as needed; 6) replace rear yard porch steps (between residence and detached garage at 1001 N Olive Street) with historically-compatible material; and 7) conceal, relocate, or remove wire cover along east façade of 915 W Tenth Street. Assess all exposed pipes and wires throughout the property and conceal, relocate, or remove as need.

Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under CEQA Guidelines Section 15331, Class 31, as these actions are designed to preserve historical resources.

Categorical Exemption No. ER-2025-28 will be filed for this project.

City Council 10 – 28 7/15/2025

FREE RECORDING PURSUANT TO
GOVERNMENT CODE § 27383
Resolution No. 2025-XX

Page 3 of 7 ends

Section 3. The Historic Resources Commission of the City of Santa Ana, after conducting the public hearing, hereby approves:

A. Historic Resources Commission Application No. 2025-02 to place the Freund House located at 1001 North Olive Street, Santa Ana, 92703 on the historical register, and
B. Historic Register Categorization No. 2025-02 placing the Freund House located at 1001 North Olive Street, Santa Ana, 92703 within the Contributive category, as conditioned in Exhibit B, attached hereto and incorporated herein.

These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto, the report entitled “Historical Property Description,” and the public testimony, all of which are incorporated herein by this reference.

Section 4. For the subject property, a report entitled “Historical Property Description” is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this Resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this Resolution in the City of Santa Ana Register of Historical Properties.

Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder’s Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029.

ADOPTED this 4th day of June, 2025.
__________________________
Edward Murashie
Chairperson
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
By:________________________
Brandon Salvatierra
Deputy City Attorney

City Council 10 – 29 7/15/2025

FREE RECORDING PURSUANT TO
GOVERNMENT CODE § 27383
Resolution No. 2025-XX

Page 4 of 7 ends

AYES:

NOES:

ABSTAIN:

NOT PRESENT:

City Council 10 – 30 7/15/2025

FREE RECORDING PURSUANT TO
GOVERNMENT CODE § 27383
Resolution No. 2025-XX

Page 5 of 7 ends

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, GEMA ZAPIEN, Acting Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2025-XX to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on June 4, 2025.

Date: ________________ ____________________________________ Gema Zapien
Acting Commission Secretary
City of Santa Ana
City Council 10 – 31 7/15/2025

FREE RECORDING PURSUANT TO
GOVERNMENT CODE § 27383
Resolution No. 2025-XX

Page 6 of 7 ends

EXHIBIT A

LEGAL DESCRIPTION
APN Address Legal Description Owner Names
405-284-13 1001 North Olive Street THE LAND REFERRED TO

HEREIN BELOW IS SITUATED

IN THE COUNTY OF ORANGE,

STATE OF CALIFORNIA AND
IS DESCRIBED AS FOLLOWS:

THE WEST 87.25 FEET OF
LOT 28 OF TRACT NO. 354,

HUNTINGTON SQUARE, IN

THE CITY OF SANTA ANA,

COUNTY OF ORANGE, STATE

OF CALIFORNIA, AS SHOWN

ON A MAP THEREOF
RECORDED IN BOOK 15,
PAGE 26 OF

MISCELLANEOUS MAPS, IN

THE OFFICE OF THE

COUNTY RECORDER OF
SAID COUNTY CALIFORNIA.

Kevin Shuler and
Brian Stoddart
representing
Palm Springs
Deepwell
Modern, LLC, a
California Limited
Liability
Company
City Council 10 – 32 7/15/2025

FREE RECORDING PURSUANT TO
GOVERNMENT CODE § 27383
Resolution No. 2025-XX

Page 7 of 7 ends

EXHIBIT B
Conditions of Approval for Historic Resources Commission Application No. 2025-02 and Historic Resources Commission Categorization No. 2025-02 The Applicant must comply with each condition listed below prior to exercising the rights conferred by the Historic Resource Commission’s approval and the City of Santa Ana Register of Historic Properties pursuant to Section 30-6 of the Santa Ana Municipal Code. The Applicant must remain in compliance with all condition(s) listed below:

1. Within 180 days of execution of this resolution, the applicant shall install a bronze plaque as per a template on file with the Planning Division honoring and recognizing the structure at 1001 North Olive Street, historically known as the Freund House. The plaque shall include the historic name, address, year built, and local historic register designation. The final dimensions, location, text and description on the plaque shall be reviewed and approved by Planning Division staff.

2. The applicant shall regularly maintain all landscaping in the front yard area (pruning and thinning trees and shrubs) so that the historic building and its character-defining features (including but not limited to the parapet roof, front porches, smooth stucco siding, wood frame windows with Prairie style muntin pattern, and clay tile shed roof) are visible from the public right-of-way.

City Council 10 – 33 7/15/2025

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702
Attn: Clerk of the Council
FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383
_________________________________________________________________________

HISTORIC PROPERTY PRESERVATION AGREEMENT
This Historic Property Preservation Agreement (“Agreement”) is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as “City”), and Palm Springs Deepwell Modern, LLC, a California Limited Liability Company, (hereinafter collectively referred to as “Owner”), owner of real property located at 1001 North Olive Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties.

RECITALS
A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the “Mills Act”) to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity.

B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 1001 North Olive Street and 915 W Tenth Street, Santa Ana, CA, 92703 (referred to collectively as “1001 North Olive Street”) and more particularly described in Exhibit “A,” attached hereto and incorporated herein by reference, and hereinafter referred to as the “Historic Property.”
C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code.

D. City and Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner.

City Council 10 – 34 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 2 -
E. Owner and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code.

NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows:

1. Effective Date and Terms of Agreement.

This Agreement shall be effective and commence on July 16, 2025, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below.

2. Renewal.
a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein.
b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party.

Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. c. Within 30 days from receipt of City’s notice of nonrenewal, the Owner may file a written protest of City’s decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply.

3. Standards and Conditions for Historic Property.

During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions:
a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its characterdefining features described in the “Executive Summary” and “Historical Property Description” attached hereto, marked collectively as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City.

City Council 10 – 35 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 3 -
b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior’s Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition.
c. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public.
d. The following are prohibited: demolition of the Historic Property or destruction of character-defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior’s Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location.
e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner’s compliance with the terms and provisions of this Agreement. As part of the periodic inspection, Owner shall supply information in a format determined acceptable by the representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization information required to determine compliance with the terms of this Agreement.
f. Owner shall implement the rehabilitation and restoration work items as discussed in detail in Exhibit D, “Proposed Structure Improvements” or “Work Plan” and the City Council Historic Property Preservation Agreement (HPPA No. 2025-03) staff report dated June 4, 2025.

All work items shall be completed within the first ten years of the Mills Act Agreement, with specific items completed within the first five years including 1) exterior painting with periodappropriate color palette; 2) landscape improvements including trimming of plantings along primary (west and south) facades to better showcase original building features from the public right-of-way; 3) general maintenance to include: wood window assessment, stucco assessment, and roof assessment of primary residence and detached garages (at roof, assess clay tiles, parapet, flashing, and primary roof for damage). Repair or replace in-kind, as needed; 4) remove noncompatible wooden garage gate and wooden pedestrian door at the rear yard along the west façade.

Planning approval required for new gate and door; 5) repair west façade exterior stairs at entrance to 1001 N Olive Street: concrete repair/replacement and new paint. Assess front porch floor at entrance to 1001 N Olive Street and repair as needed; 6) replace rear yard porch steps (between City Council 10 – 36 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 4 -
residence and detached garage at 1001 N Olive Street) with historically-compatible material; and 7) conceal, relocate, or remove wire cover along east façade of 915 W Tenth Street. Assess all exposed pipes and wires throughout the property and conceal, relocate, or remove as need. g. Proof of completion, as requested by the City of Santa Ana, will be required in order to satisfy and maintain the Mills Act Agreement. Staff approval is required before items are amended or removed/replaced from the improvements list.

4. Furnishing of Information.

The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement.

5. Cancellation.
a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner have breached any of the conditions of this Agreement, or has allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286.

This cancellation fee shall be a percentage (currently set at twelve and one-half (12 ½) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement.
b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. c. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288.

6. Enforcement of Agreement.
a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default City Council 10 – 37 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 5 -
may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City’s regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder.

7. Binding effect of Agreement.
a. Owner hereby subjects the Historic Property, located at 1001 North Olive Street, Assessor Parcel Number, 405-284-13, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Owner’s successors and assigns in title or interest to the Historic Property.

Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, conditions and restrictions are set forth in such contract, deed, or other instrument.
c. This property is listed in the Santa Ana Register of Historical Properties (Register).

In any real property transaction, the owner of this property or the owner’s representative shall provide the buyer of this property with notice that the property is listed on the City’s historic Register.

8. No Compensation.

Owner shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owner as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property.

9. Notice.

Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto.

City Council 10 – 38 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 6 -
City: City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702
Attn: City Clerk
Owner: Palm Springs Deepwell Modern LLC, a California Limited Liability Company Kevin Shuler and Brian Stoddart
2001 North Heliotrope Drive
Santa Ana, CA 92706

10. General Provisions.
a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise.
b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. c. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, conditions, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney’s fees to be fixed by the court, in addition to court costs and other relief ordered by the court.
f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive City Council 10 – 39 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 7 -
legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby.
g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County.

11. Recordation.

No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange.

12. Amendments.

This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.

13. Effective Date
This Agreement shall be effective on the day and year first written above in Section 1. {Signature page follows}
City Council 10 – 40 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 8 -
ATTEST: CITY OF SANTA ANA
________________________ _________________________
JENNIFER L. HALL ALVARO NUÑEZ
City Clerk City Manager
OWNERS
Date: ___________________ By:__________________
Palm Springs Deepwell Modern LLC,
a California Limited Liability Company

KEVIN SHULER
Date: ___________________ By:__________________
Palm Springs Deepwell Modern LLC,
a California Limited Liability Company

BRIAN STODDART
APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL:

SONIA CARVALHO
City Attorney
By: _____________________ _____________________

BRANDON SALVATIERRA ALI PEZESHKPOUR
Deputy City Attorney Acting Executive Director
Planning and Building Agency
City Council 10 – 41 7/15/2025

MILLS ACT AGREEMENT
1001 North Olive Street
Santa Ana, CA 92703
- 9 -

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

THE WEST 87.25 FEET OF LOT 28 OF TRACT NO. 354, HUNTINGTON SQUARE, IN THE

CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 15, PAGE 26 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY CALIFORNIA.

Assessor’s Parcel Number: 405-284-13
City Council 10 – 42 7/15/2025

EXECUTIVE SUMMARY
Freund House
1001 North Olive Street
Santa Ana, CA 92703
NAME Freund House REF. NO.

ADDRESS 1001 North Olive Street
CITY Santa Ana ZIP 92703 ORANGE COUNTY
YEAR BUILT 1924 LOCAL REGISTER CATEGORY: Contributive
HISTORIC DISTRICT N/A NEIGHBORHOOD Washington Square
CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: Not for Publication Unrestricted
Prehistoric Historic Both
ARCHITECTURAL STYLE: Mission/Spanish Revival
The Mission/Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Mission Revival vocabulary, popular between 1890 and 1920, drew its inspiration from the missions of the Southwest. Identifying features include curved parapets (or espadaña); red tiled roofs and coping; low-pitched roofs, often with overhanging eaves; porch roofs supported by large, square piers; arches; and wall surfaces commonly covered in smooth stucco. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama-California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low-pitched roofs, usually with little or no overhangs and red tile roof coverings, flat roofs surrounded by tiled parapets; and stuccoed walls. The Spanish vocabulary also includes arches; asymmetry; balconies and patios; window grilles; and decorative elements of wood, wrought iron, tile, or stone.

SUMMARY/CONCLUSION:

The Freund House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example of a Mission Revival style home in Santa Ana. The recommended categorization is “Contributive” because it contributes to the overall character and history of Washington Square and is a representative example of Mission Revival architecture in Santa Ana (Santa Ana Municipal Code, Section 30-2.2(3)).

EXPLANATION OF CODES:
• California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, “How to Nominate Resources to the California Register of Historical Resources,” September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values.
5S3: Appears to be individually eligible for local listing or designation through survey evaluation.

City Council 10 – 43 7/15/2025
State of California  The Resources Agency Primary #______________________________________________ DEPARTMENT OF PARKS AND RECREATION HRI #__________________________________________________ PRIMARY RECORD Trinomial______________________________________________ NRHP Status Code_____________________________________
Other Listings_____________________________________________________________________ Review Code________ Reviewer________________________ Date_______________ Page _1_ of _5_ Resource name(s) or number (assigned by recorder) Freund House P1. Other Identifier:
*P2. Location: Not for Publication Unrestricted *a. County Orange County *b. USGS 7.5’ Quad: Anaheim Quadrangle California-Orange County 7.5-Minute Series Date: 2022 *c. Address 1001 North Olive Street and 915 West 10th Street City: Santa Ana Zip: 92703 *e. Other Locational Data: Assessor’s Parcel Number 405-284-13 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located on a corner parcel in Washington Square, the Freund House is a one-story, multiple-family Mission Revival style residence (Figure 1). The main residential building has two primary facades. The primary (west) façade contains the entrance to the unit addressed as 1001 North Olive Street and the primary (south) façade contains the entrance to the unit addressed as 915 West 10th Street (Figure 2). Asymmetrical in design, the building features a rectangular-shaped plan with a parapet roof that wraps around the entire building, concealing the flat, built-up roof. The roof has no extended eaves. The exterior of the multifamily building is clad in smooth stucco. The main entrance to each unit is located within a front porch and is composed of a single glazed wood door with a Prairie style muntin pattern. Adjacent to each entrance door is a large fixed wood window with Prairie style upper divided lights (Figure 3). Both porches are raised above two shallow concrete-clad steps and contain wide arches.

(See Continuation Sheet 3 of 5)
*P3b. Resource Attributes: (list attributes and codes) HP3. Multiple family property and HP4. Ancillary Building (garages) *P4. Resources Present: Building Structure Object Site District Element of District Other P5b. Photo: (view and date)
(Figure 1) Primary (west) facade,
view northeast, January 2025
*P6. Date Constructed/Age and
Sources: historic
1924/ Original Building Permit
*P7. Owner and Address:

Palm Springs Deepwell Modern, LLC
2001 N Heliotrope Drive
Santa Ana, CA 92706
*P8. Recorded by:

Andrea Dumovich Heywood
City of Santa Ana
20 Civic Center Plaza M-20
Santa Ana, CA 92702
*P9. Date Recorded:

June 4, 2025
*P10. Survey Type:

Intensive Survey Update
*P11. Report Citation: (Cite survey
report and other sources, or enter “none”)
None
*Attachments: None Location Map Sketch Map Continuation Sheet Building, Structure, and Object Record Archaeological Record District Record Linear Feature Record Milling Station Record Rock Art Record Artifact Record Photograph Record  Other (list)
DPR 523A (1/95) *Required information
P5a. Photo
City Council 10 – 44 7/15/2025
State of California  The Resources Agency Primary #__________________________________________ DEPARTMENT OF PARKS AND RECREATION HRI#______________________________________________

BUILDING, STRUCTURE, AND OBJECT RECORD

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