CPQ-3330527 - 1 June 9, 2025
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
CPQ-3330527 - 1 June 9, 2025
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
CPQ-3330527 - 1 June 9, 2025
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, includi ng 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 orde r 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 f or 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 P eriod 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 Critic al 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 non- appropriation, 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.
CPQ-3330527 - 1 June 9, 2025
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 Rebalan ce) 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 custome rs, 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 Te rms"). 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
CPQ-3330527 - 1 June 9, 2025
Issued by Graviton Consulting Services, Inc.
C. ADDITIONAL END USER TERMS
1. Additional End User Terms To Include In The End User Order a. The order is subject to and incorporates the terms and conditions contained in this section C in the form set forth below (" End User Terms"). Oracle is an irrevocable third party beneficiary of the order between Graviton and the City, but does not assume any of Graviton’s obligations thereunder. Oracle will have no liability to the City arising out of or relating to the City’s non-compliance with the End User Terms. Should the City fail to be in compliance with the additional End User Terms below, or because o f any other circumstance outside of Oracle's control, then you agree Oracle may suspend or terminate the cloud services under this order. In the event of termination, the end user's right to receive cloud services under this order is automatically forfeited by you.
2. Non-Appropriation
In the event funds are not appropriated for a new fiscal year period, You may terminate this order immediately without penalt y or expense upon written notice to Graviton and to Oracle; provided, however, that: (a) for each of the 12-month terms of the order, You must provide a purchase order, and (b) Your issuance of each 12 -month purchase order shall signify to Oracle that all funds for the given 12 -month term have been fully appropriated and encumbered. Notwithstanding the foregoing, You agree to pay for all Services performed by Oracle prior to Oracle's and Graviton’s receipt of Your notice of non-appropriation."
3. No Auto-Renewal
Notwithstanding any statement to the contrary in the Service Specifications, You expressly agree that the Cloud Services acquired under this order will not auto-renew.
4. Option Periods
You shall have an option to renew your subscription for the same services listed in this order at the same usage limits for Seven (7) additional 12 Months renewal periods, each "Option Period" for additional fees to be determined by Graviton. Professional Services are not included in the Option Periods.
You must provide Graviton a minimum of 30 days' notice prior to the expiration of a service term of your intent to exercise an Option Period and execute an order for the new option period prior to the expiration date of the existing service period. The Cloud Services listed above may not be renewed at the option period pricing listed above if: (i) Oracle is no longer making such Cloud Services generally available to customers, or (ii) You are seeking to cancel or reduce the number of user licenses of the Cloud Services set forth in this order."
D. Other
1. Order of Precedence
In the event of in consistencies 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.”
CPQ-3330527 - 1 June 9, 2025
Issued by Graviton Consulting Services, Inc.
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.
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