Santa Ana City Council
August 5, 2025

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 Storage-
Storage
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
16 –
142
8/5/2025

June 9, 2025

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 Edition- General 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 Edition- General 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
16 –
143
8/5/2025

June 9, 2025

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 Infrastructure- BYOL
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
16 –
144
8/5/2025

June 9, 2025

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 Customer-
Database OCPU
OCPU Per Hour 1.3441 1.3441
B89981 - Oracle Database Exadata Cloud at Customer-
Database 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
16 –
145
8/5/2025

June 9, 2025

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 OCPU- BYOL
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 Processing-
Dedicated
OCPU Per Hour 1.3441 1.3441
B92182 - Oracle Autonomous Data Warehouse-Dedicated
OCPU Per Hour 1.3441 1.3441

City Council
16 –
146
8/5/2025

June 9, 2025

Issued by Graviton Consulting Services, Inc.

Usage Item Description Metric List Price Overage Net Unit Price B92183 - Oracle Autonomous Transaction Processing-
Dedicated-BYOL
OCPU Per Hour 0.3226 0.3226
B92184 - Oracle Autonomous Data Warehouse-Dedicated-
BYOL
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 On-
Premises Databases & Databases on Compute
Target Database Per Month 0 -
100
Target Database Per Month 100 -
300

City Council
16 –
147
8/5/2025

June 9, 2025

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 On-
Premises 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
16 –
148
8/5/2025

June 9, 2025

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-ECPU- BYOL
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-Dedicated-

City Council
16 –
149
8/5/2025

June 9, 2025

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 Processing-
Dedicated-ECPU
ECPU Per Hour 0.336 0.336
B95714 - Oracle Autonomous Data Warehouse-Dedicated-

ECPU-BYOL
ECPU Per Hour 0.0807 0.0807
B95715 - Oracle Autonomous Transaction Processing-
Dedicated-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
16 –
150
8/5/2025

June 9, 2025

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 Processing-
Dedicated-Developer
Instance Per Hour 0.0 0.0
B98280 - Oracle Autonomous Data Warehouse-Dedicated-
Developer
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
16 –
151
8/5/2025

June 9, 2025

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-Base-
BM.Standard.E5.48-Hourly Commit
Node Per Hour 16.6617 16.6617
B108810 - Oracle Cloud VMware Solution-Base-
BM.Standard.E5.48-1 Year Commit
Node Per Hour 13.1604 13.1604
B108811 - Oracle Cloud VMware Solution-Base-
BM.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 Optimized-
Unreturnable/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 Enterprise-
Monthly
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
16 –
152
8/5/2025

June 9, 2025

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-Base-
BM.Standard2.12-Hourly Commit
Node Per Hour 4.714 4.714
B97103 - Oracle Cloud VMware Solution-Base-
BM.Standard2.12-1 Year Commit

City Council
16 –
153
8/5/2025

June 9, 2025

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-Base-
BM.Standard2.12-3 Year Commit
Node Per Hour 2.953 2.953
B97105 - Oracle Cloud VMware Solution-Base-
BM.Standard3.16-Hourly Commit
Node Per Hour 5.554 5.554
B97106 - Oracle Cloud VMware Solution-Base-
BM.Standard3.16-1 Year Commit
Node Per Hour 4.2943 4.2943
B97107 - Oracle Cloud VMware Solution-Base-
BM.Standard3.16-3 Year Commit
Node Per Hour 3.3522 3.3522
B97108 - Oracle Cloud VMware Solution-Base-
BM.Standard.E4.32-Hourly Commit
Node Per Hour 9.2565 9.2565
B97109 - Oracle Cloud VMware Solution-Base-
BM.Standard.E4.32-1 Year Commit
Node Per Hour 6.9223 6.9223
B97110 - Oracle Cloud VMware Solution-Base-
BM.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

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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

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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 Va lue 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 e xcess 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 t his Order's payment terms. You may set quotas, alerts and use other monitoring tools within the Cloud Portal to assist You in man aging and tracking Your usage.

If there is a dispute on the amount of the overages invoice:
i) You shall promptly notify Graviton i n 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 mus t 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 Ser vices Account during the Services Period, You may activate and use those service offerings and the discount wil l 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 develop ment, 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 su ch 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 categ ory 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 Oracl e 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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Issued by Graviton Consulting Services, Inc.

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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 non - exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal business operations. You may allow Your Users (as defined below) to use the Services for this purpose, and You are responsible for their compliance with this Agreement and Your order.

1.2. The Service Specifications describe and govern the Services. During the Services Period, we may update the Serv ices and Service Specifications to ref lect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content (as defined below).

Oracle updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order.

1.3. You may not, and m ay not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e -mail, junk mail, spam or chain letters; infringe intellectual or other property rights; sell, manufacture, market and/or distribute any product or service in violation of applicable laws; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services, except as permitted in the Service Specifications; (c) perform or disclose any performance or vulnerability testing of the Services without Oracle’s prior written approval, except as permitted in the Service Specifications, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy.

2. FEES AND PAYMENT

2.1. All fees payable are due within 30 days from the invoice date. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value- added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered, except for taxes based on our income. Fees for Services listed in an order are exclusive of taxes and expenses , unless expressly stated otherwise in Your order.

2.2. If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the excess quantity.

2.3. You understand that You may receive multiple invoices for the Services. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, available at https://www.oracle.com/contracts/cloud-services.

3. OWNERSHIP RIGHTS AND RESTRICTIONS

3.1. You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.

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

3.3. You have the authority to and do grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services.

3.4. Except as permitted by this Agreement or Your order , You may not, and may not cause or permit others to:
(a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or service s competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party.

4. NONDISCLOSURE

4.1. By virtue of this Agreement, the parties may disclose to each other information that is confidential (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement and Your order, Your Content residin g in the Services, and all information clearly identified as confidential at the time of disclosure.

4.2. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

4.3 Subject to applicable law, e ach party agrees not to disclose the other party’s Confidential Information to any third party other than as set forth in the following sentence for a period of five years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, we will protect the confidentiality of Your Content residing in the Services for as long as such information resides in the Services. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental ent ity as required by law.

4.4 The parties acknowledge and agree that You and this Agreement are subject to applicable freedom of information or open records laws. Should You receive a request under such law for Oracle’s Confidential Information, You agree t o give Oracle adequate prior notice of the request and before releasing Oracle’s Confidential Information to a third party, in order to allow Oracle sufficient time to seek injunctive relief or other relief against such disclosure.

5. PROTECTION OF YOUR CONTENT

5.1. In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will comply with the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management, available at https://www.oracle.com/contracts/cloud-services.

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

a. the relevant Oracle privacy policies applicable to the Services, available at http://www.oracle.com/us/legal/privacy/overview/index.html; and

b. the applicable version of the Data Processing Agreement for Oracle Services (the “Data Processing Agreement”), unless stated otherwise in Your order. The version of the Data Processing Agreement applicable to Your order (i) is available at https://www.oracle.com/contracts/cloud-services and is incorporated herein by reference, and (ii) will remain in force during the Services Period of Your order. In

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the event of any conflict between the terms of the Data Processing Agreement and the terms of the Service Specifications (including any applicable Oracle privacy policies), the terms of the Data Processing Agreement shall take precedence.

5.3. Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Perso nal Information) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement and/or Your order. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security or confidentiality of such content outside of Oracle’s control.

5.4. Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not include any data that imposes specific data security, data protection, or regulatory obligations on Oracle in addition to or different from those specified in the Data Processing Agreement, Service Specifications or this Agreement.

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

6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

6.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill and in all material respects as described in the Service Specifications (the “Services Warranty”). If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).

6.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR -FREE OR

UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES

RELATED TO THE PERFORMANCE , OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.

FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE

LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF

WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY

REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE

FEES PAID FOR THE DEFICIENT SERVICES FOR THE PERIOD OF TIME DURING WHICH THE SERVICES WERE DEFICIENT.

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

NO OTHER EXPRESS OR IMPLIED WARRANTI ES OR CONDITIONS , INCLUDING FOR SOFTWARE,

HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

7.1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIAB LE FOR ANY INDIRECT,

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

REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.

7.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT

OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE ORACLE

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

8. INDEMNIFICATION

If a third party makes a claim against either You or Oracle (“Recipient ,” which may refer to You or us, depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either You or us (“Provide r,” which may refer to You or us depending on which party provided the Material) infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will, to the extent not prohibited by law, defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:

a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
b. gives the Provider sole control of the defense and any settlement negotiations to the extent permitted by law; and
c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim.

8.1. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non -infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these a lternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects our ability to meet obligations under the relevant order, then we may, upon 30 days’ prior written notice, terminate the order and refund any unused, prepaid fees for the Services under the terminated order . If such Material is third party tech nology and the terms of the third party license do not allow us to terminate the license, then we may, upon 30 days’ prior written notice, end the Services associated with such Material and refund any unused, prepaid fees for such Services.

8.2. The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version of the Material which has bee n superseded (and the Recipient has been notified in writing of the new version), if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient. The Provider will not inde mnify the Recipient to the extent that an infringement claim is based upon any material not furnished by the Provider. We will not indemnify You to the extent that an infringement claim is based on Third Party Content or any material from a third party portal or other external source that is accessible or made available to You within or by the Services (e.g., a social media post from a third part y blog or forum, a third party w eb page accessed via a hyperlink, marketing data from third party data providers , etc.).

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

9. TERM AND TERMINATION

9.1. Unless this Agreement is terminated earlier, You may place orders governed by this Agreement for a period of five years from the date You accept this Agreement. Even if terminated, this Agreement will continue to govern any order for the duration of the Services Period of such order.

9.2. Services shall be provided for the Services Period defined in Your order. Notwithstanding anything to the contrary in the Service Specifications, the Services You order will not be automatically renewed.

9.3. We may suspend Your and/or Your Users’ access to, or use of, the Services if we believe that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) You or Your Users a re accessing or using the Services to commit an illegal act; (c) there is a violation of the Acceptable Use Policy; or (d) You provided false account or payment information or Your digital payment method is refused. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. For Services with the applicable operational capability, Oracle will

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use reasonable efforts to limit any suspension only to the portion of the Services related to the issue caus ing suspension. We will use reasonable efforts to re-establish the Services promptly after we determine that the issue causing the suspension has been resolved. During any suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any suspension under this Section shall not excuse You from Your payment obligations.

9.4. If either of us breaches a material term of this Agreement or any order and fails to correct the breach within 30 days of written specification of the breach (provided in accordance with Section 16.1 below), then the breaching party is in default and the non -breaching party may terminate (a) in the case of breach of any order, the order under which the breach occurred; or (b) in the case of breach of this Agreement, this Agreement and any orders that have been placed under this Agreement. If we terminate any orders as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the terminated order(s) plus related taxes and expenses. Except for nonpayment of fees, the non- breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement and/or Your order, You may not use those Services ordered.

9.5 You may terminate this Agreement at any time without cause by giving Oracle 30 days prior written notice of such termination. Termination of the Agreement will not affect orders that are outstanding at the time of termination.

Those orders will be performed according to their terms as if this Agreement were still in full force and effect.

However, those orders may not be renewed or extended subsequent to termination of this Agreement.

9.6 At the end of the Services Period, we will make Your Content (as it existed at the end of the Services Period) available for retrieval by You during a retrieval period specified in the Service Specifications. Following the retrieval period, and except as may be required by law, we will delete any of Your Content that remains in the Services .

Our data deletion practices are described in more detail in the Service Specifications.

9.7 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

10. THIRD PARTY CONTENT, SERVICES AND WEBSITES

10.1. The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access, third parties’ websites, platforms, content, products, services, and information (“Third Party Services”). Oracle does not control and is not responsible for Third Party Content or Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party Services on Your behalf to facilitate performance o f the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Oracle.

10.2. Any Third Party Content we make accessible is provided on an “ as-is” and “as available” basis wit hout any warranty of any kind. We disclaim all liabilities arising from or related to Third Party Content.

10.3. You acknowledge that: (a) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (b ) features of the Services that interoperate with Third Party Services , such as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’ respective application programmi ng interfaces (APIs). We may need to update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. Any change to Third Party Content, Third Party Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes.

11. SERVICE MONITORING, ANALYSES AND ORACLE-PROVIDED SOFTWARE

11.1. We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity , and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing

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in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services.

Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.

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

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

12. HARDWARE DEVICES

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

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

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

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

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

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

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

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

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

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

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

13. EXPORT

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

13.2. You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without re gard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content.

14. FORCE MAJEURE

Neither You nor we shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including, without limitation, an embargo, economic sanction or the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both You and we will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of You or we may cancel unperformed Services and affected orders upon written agreement. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.

15. UCITA

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

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16. NOTICE

16.1. Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway Redwood Shores, CA 94065, Attention: General Counsel, Legal Department.

16.2. We may give notices applicable to our Services customers by means of a general notice on the Oracle portal for the Services, and notices specific to You (a) by electronic mail to Your e-mail address on record in our account information or (b) by written communication sent by first class mail or pre -paid post to Your address on record in our account information.

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

17. ASSIGNMENT

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

18. OTHER

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

18.2. Our business partners and other third parties, including any third parties with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Services, are independent of Oracl e and are not Oracle’s agents. Even if recommended by us, we are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts or omissions of any business partner or third party, unless the business partner or third party is providing Services as our subcontractor or is otherwise engaged by Oracle in connection with performance of its obligations under this Agreement, and, if so, then only to the same extent as we would be responsible for our resources under this Agreement.

18.3. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

18.4. Except for actions for nonp ayment or breach of Oracle’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.

18.5. Prior to entering into an order govern ed by this Agreement, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services.

19. ENTIRE AGREEMENT

19.1. You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, is the complete agreement for the Oracle Products and Services ordered by You and supersedes all prior or contemporaneous agreements, proposals, negotiations, demonstrations or representations, written or oral, regarding such Oracle Products and Services.

19.2. It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal, or other similar non -Oracle document, and no terms included in

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any such purchase order, portal, or other non -Oracle document sha ll apply to Your order. In the event of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in an order. This Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of You and of Oracle; however, Oracle may update the Service Specifications, including by posting updated documents on Oracle’s websites. No third party beneficiary relationships are created by this Agreement.

20. AGREEMENT DEFINITIONS

20.1. “Oracle-provided Software” means any software agent, application or tool that Oracle makes available to You specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.

20.2. “Program Documentation” refers to the user manuals, help windows, readme files for the Services and any Oracle-provided Software. You may access the documentation online at http://oracle.com/contracts or such other address specified by Oracle.

20.3. “Service Specifications” means the following documents, as applicable to the Services under Your order:
(a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions, and the Oracle Corporate Security Practices; (b) Oracle’s privacy policies ; and (c) any other Oracle documents that are referenced in or incorporated into Your order. The following do not apply to any non-Cloud Oracle service offerings acquired under Your order, such as professional services: the Oracle Cloud Hosting and Delivery Policies and Program Documentation. The following do not apply to any Oracle-provided Software: the Oracle Cloud Hosting and Delivery Policies.

20.4. “Third Party Content” means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools.

20.5. “Users” means, for Services, those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your order.

20.6. “Your Content ” means all software, data (including Personal Information), text, images, audio, video, photographs, non-Oracle or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement, Oracle-provided Software, other Oracle Products and Services, and Oracle intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any Oracle-provided tools.

21. CLOUD SERVICES AGREEMENT EFFECTIVE DATE
{{*efdate_es_signer2}}
The Effective Date of this Cloud Services Agreement is _______________________. (DATE TO BE

COMPLETED BY ORACLE)

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

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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

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Public Works Agency
www.santa-ana.org/pw
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Main Street Rehabilitation from Memory Lane to North City Limits and Bedford Road Rehabilitation at Mainplace Drive

AGENDA TITLE
Appropriation Adjustment, Cooperative Cost Reimbursement Agreement with the City of Orange, and Construction Contract for the Main Street Rehabilitation Project from Memory Lane to North City Limits and Bedford Road at Mainplace Drive (Project Nos. 20-6959, 20-6960) (Non-General Fund)

RECOMMENDED ACTION

1. Approve an appropriation adjustment recognizing $104,670 in cost reimbursements from the City of Orange into the Select Street Construction, Expense Reimbursement revenue account (No. 05917002-57000), and appropriate the same amount to the Select Street Construction, Improvements Other Than Buildings expenditure account (No. 05917660-66220) for the Main Street Rehabilitation Project. (Requires five affirmative votes.)

2. Approve an amendment to the Fiscal Year 2025-2026 Capital Improvement Program to include an additional $104,670 in construction funds for the Main Street Rehabilitation Project from Memory Lane to North City Limits Project (No. 20-6959, 20-6960)

3. Authorize the City Manager to execute a Cooperative Cost Reimbursement Agreement with the City of Orange for improvements on Main Street within the Orange jurisdiction from Memory Lane to North City Limits.

4. Award a construction contract to All American Asphalt, the lowest responsible bidder, in accordance with the base bid in the amount of $792,573, subject to change orders, for the construction of the Main Street Rehabilitation Project (No. 20-6959, 20-6960), for a term beginning August 5, 2025 and ending upon project completion.

5. Approve the Project Cost Analysis for a total estimated construction delivery cost of $990,716, which includes $792,573 for the construction contract; $118,885 for

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contract administration, inspection, and testing; and $79,258 in project contingency funds for unanticipated or unforeseen work.

6. Determine that, pursuant to the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2025-58 was filed for Project No. 20-6959.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The Public Works Agency Engineering Services Division (PWA) is responsible for the administration and oversight of all Capital Improvement Projects (CIP) in the City. The Main Street Rehabilitation Project (No. 20-6959, 20-6960) will resurface Main Street from Memory Lane to the North City Limits by utilizing slurry seal, crack seal, and minor pavement resurfacing with asphalt concrete. As a standard, the City utilizes Rubberized Emulsion Aggregate Slurry (REAS) when performing slurry seal pavement rehabilitation which is a type of slurry seal that uses recycled tire rubber, enhancing its performance and sustainability. REAS offers several benefits, including extended pavement life, cost- effectiveness, and environmental friendliness compared to other pavement slurries.

The project scope was refined through field walks and collaboration with the Mainplace Mall, City of Orange, and surrounding businesses. The work also includes replacement and installation of missing or damaged curbs, gutters, sidewalk, driveway approaches, wheelchair ramps, and striping. This project is a key component of the City’s adopted Capital Improvement Program and supports the broader vision of creating a more accessible, safe, and sustainable transportation network for all users.

The City of Orange shares the right-of way within Main Street from E City Place Drive to North City Limits (Exhibit 1). Therefore, a Cooperative Cost Reimbursement agreement is required for the City of Orange to fund their portion of the improvements. The Cooperative Cost Reimbursement agreement between the City and the City of Orange identifies the roles and responsibilities of each party and identifies each parties’ costs.

The City of Orange’s cost reimbursement amount of up to $104,670 includes $20,935 for their share of the Construction Engineering costs (Exhibit 2).

Once completed, these changes will improve the City's overall pavement condition, enhance the visual appearance of the street, upgrade ride quality, drainage, and support compliance with Americans with Disabilities Act (ADA) standards.

Project Advertisement and Contractor Procurement
To provide an opportunity for local vendors to submit bids, the City notified a total of 71 regional vendors via PlanetBids, many of which are Santa Ana based. Furthermore, staff specifically reached out to Santa Ana vendors to encourage their participation in

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bids. A total of four bids were received. No bids were received from Santa Ana contractors.

As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on June 10 and June 17, 2025. The project was also advertised in PlanetBids from June 10, 2025 to June 26, 2025. Bids were received electronically via PlanetBids on June 26, 2025. No bid protest was submitted by any of the bidders during the bid protest period.

A copy of construction plans, contracts, specifications, and all related reference materials (such as The Greenbook) are available for public review at the City’s Public Works Agency, Central Files office located in City Hall.

Bid Results Summary
RANK BIDDER’S NAME LOCATION BASE BID
1 All American Asphalt Corona, CA $792,573
2 Hardy & Harper, Inc. Lake Forest, CA $821,480
3 R.J. Noble Company Orange, CA $908,180
4 Excel Paving Co. Long Beach, CA $968,852
A total of four bids were received and four were deemed responsive. All American Asphalt submitted the lowest responsive base bid in the amount of $792,573 (Exhibit 3).

As specified in the bid documents, the lowest bid shall be determined on the basis of the Base Bid. Based on the bid analysis and a contractor’s reference check, staff recommends awarding the construction contract to $792,573 (Exhibit 4).

All American Asphalt has previously performed work as a prime contractor in the City of Santa Ana within the past five years, including Local Street Preventative Maintenance FY23-24 and Grand Rehabilitation from Warner to Edinger. The contractor satisfactorily completed these projects and staff recommends awarding the construction contract to All American Asphalt for the construction of the Project. (Exhibit 4).

Project Delivery
To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes a budget allocation for construction administration, inspection, and testing. Construction administration and inspection may be performed by either Staff or consultants and includes construction management, inspection of the Contractor’s work to ensure contract compliance, workmanship and quality, materials testing, and implementation of the labor requirements.

Any of the allocated construction administration funds not spent are considered project savings and are returned to the respective fund balance upon close out of the project.

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As indicated in the Cost Analysis and as summarized in the table below, the estimated total construction delivery cost of the project is $990,716.

Project Item Total
Construction Contract Bid Amount $792,573
Construction Administration $56,830
Inspection $44,325
Testing $17,730
Project Contingencies $79,258
TOTAL ESTIMATED CONSTRUCTION DELIVERY COST $990,716
Project Schedule and Contract Time
The project completion date is October 2025 barring unforeseeable conditions such as rain, natural disasters, or other delays beyond the control of the City and of the Contractor. The contract time for this project is 45 working days, as specified in the bid documents. Working days are counted in accordance with the City’s Standard Specifications, which exclude weekends, City-observed holidays, and inclement weather days that prevent work.

The actual completion date will depend on the contractor’s schedule, material procurement timelines, and any unforeseen delays. Based on a typical project timeline, the estimated project completion is provided below;
Project Milestones
Milestone Estimated
Completion Date
Notes
Administrative Startup August 14, 2025 Contract execution, bonds, insurance
Material Procurement September 2, 2025 Procurement may take place concurrently with construction.

Contractor Mobilization September 2, 2025 Start of construction activities Project Completion October 31, 2025 Based on 45 working days The contractor will be constructing this project in a singular phase, fulfilling the scope of work as outlined in the contract documents. The contractor is responsible for determining the scheduling and sequencing of activities based on their proposed means and methods.

Public Outreach
The project scope spans across the stretch on Main Street between Memory Lane and North City Limit, and will impact nearby businesses and residences. Prior to Bid

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Opening, staff sent out a flyer to all affected businesses and residences to inform them of the project. The following notification measures will also be implemented prior to the start of construction:
•Electronic message signs will be installed two weeks in advanced of construction activities to provide early notice of the project’s start date. •A project information sign will be posted at the construction site, including contact information for public inquiries.
•Residents and businesses within 1,000 feet of the project limits will receive door hangers and mail notifications at least two weeks before construction begins. •A second round of notifications will be issued 48 hours prior to the start of construction to residents and businesses adjacent to the limits of the project. •The City will also provide information through its official website and social media platforms to keep the public information of construction activities, including any lane closures.

ENVIRONMENTAL IMPACT
Pursuant to the California Environmental Quality Act (CEQA), the recommended actions are exempt from further review pursuant to Section 15301(b) of the CEQA Guidelines for projects consisting of repair and maintenance of existing facilities. The proposed project continues to meet these parameters of the CEQA Guidelines and Categorical Exemption Environmental Review No. ER-2025-58 was filed for Project 20-6959 (Exhibit 5).

FISCAL IMPACT
As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $990,716. The funds were budgeted and available in the following accounts for Fiscal Year 2024-2025 and will be carried forward for use in Fiscal Year 2025-2026, subject to City Council approval of the carryover. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval to carry forward to Fiscal Year 2026-27 (Exhibit 6).

The proposed contract authorizes staff a maximum of 10% in contingencies for construction contract change orders. Staff will return to City Council for authorization and appropriation of additional contingency if necessary.

The following table summarizes the funds budgeted for expenditure to deliver construction of this project:

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EXHIBIT(S)

1. Location Map

2. Cooperative Cost Agreement

3. Bid Proposal

4. Construction Contract

5. Environmental Determination

6. Capital Improvement Project Worksheet
Submitted By: Rudy Rosas, P.E, Acting Executive Director of Public Works Agency Approved By: Alvaro Nuñez, City Manager
Fiscal Year Accounting
Unit –
Account No.
(Project No.)
Fund
Description
Accounting
Unit, Account
Description
Amount
Current Budget
2025-26 03217662-
66220
(20-6959)
Measure M-
Street
Construction
Measure M2
Local
Fairshare St.,
Improvements
Other Than
Buildings
$676,046
2025-26 03217662-
66220
(20-6960)
Measure M-
Street
Construction
Measure M2
Local
Fairshare St,
Improvements
Other Than
Buildings
$37,000
2025-26 05917665-
66220
(20-6960)
Select Street
Construction
HUTA Gas
Tax- RMRA,
Improvements
Other Than
Buildings
$173,000
Appropriation Adjustment
2025-26 05917660-
66220
(20-6960)
Select Street
Construction
Select Street
Construction,
Improvements
Other Than
Buildings
$104,670
TOTAL $990,716

City Council
17 –
6 8/5/2025

EXHIBIT 1
LEGEND:
- PROJECT LIMITS
2ND ST
Exhibit 1

SANTA ANA
Project No. 20-6959 & 20-6960:

Main Street RehabilitationPWA
Bedford Road & Mainplace DrivePUBLIC WORKS
AGENCY

City Council
17 –
7 8/5/2025

COOPERATIVE COST REIMBURSEMENT AGREEMENT

MAIN STREET SLURRY SEAL AND RESURFACING PROJECT
COOPERATIVE COST REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into this day of , 2025, by and between the CITY OF SANTA ANA, a California charter city (“Santa Ana"), and the CITY OF ORANGE, a California municipal corporation ("Orange"). In this Agreement, Santa Ana and Orange may each be individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS:

W
HEREAS, Santa Ana has initiated a street rehabilitation project (the "Project") to improve the pavement condition of Main Street from Memory Lane to North City Limits.

WHEREAS, Main Street within the Project limits contain a portion of property within Santa Ana and a portion of the street within the boundary of Orange; and W
HEREAS, In an effort to efficiently utilize Orange resources, Orange wishes to improve the portion of Main Street within its boundary at the same time the Santa Ana Main Street Slurry Seal and Resurfacing Project are conducted; and
WHEREAS, the Parties desire to repave Main Street, within their respective boundaries as part of the "Project".

N
OW, THEREFORE, based upon the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all Parties, the Parties agree as follows:

1. The City of Santa Ana will advertise for bids, hire a contractor, approve the work and administer the contract for street rehabilitation.

2. Orange is responsible for:
(
a) Orange shall pay Santa Ana for the actual cost of the work within the Orange portion based upon unit prices bid of the Successful Contractor and quantities actually us ed on
the Orange portion as set forth in the Project Location Map (Exhibit A) and the City Cost Sharing (Exhibit B), attached hereto and incorporated by this reference. Orange will re
mit payment to Santa Ana within thirty (30) days of receipt of invoice evidencing Project work performed within Orange city boundary.
(
b) Orange shall pay Santa Ana for the actual cost of design engineering and construction engineering services provided for the work within the Orange portion based upon the time spent by Santa Ana staff. Orange will remit payment to Santa Ana within thirty (30) day
s of receipt of invoice evidencing Project work performed within Orange city boundary.

3. O
range will coordinate the relocation of all affected utility company facilities within the City limits of Orange in a timely manner.

EXHIBIT 2

City Council
17 –
8 8/5/2025

4. Santa Ana and Orange shall extend cooperation to each other and proceed under this Agreement in good faith to facilitate timely completion of the Project. The Parties agree that when any component of this Project is subject to the approval of Orange, such approval shall not be unreasonably withheld.

5. Or
ange will be notified as to the official advertising dates, bid opening date, construction start date, and overall construction schedule. Also, a representative from Orange will be invited to attend pre-construction, Project status, and final walk through meetings.

6. Chang
e orders for work within Orange must receive the written approval of the Public Works Department Engineering Manager of Orange or his/her designee prior to implementation. Orange is responsible for change order cost within Orange respective boundaries

7. The following staff members, or as otherwise designated in writing by the Executive Director of Public Works of Santa Ana or the Public Works Department Engineering Manager of Orange, shall be the selected representatives of each City to act on each respective City's behalf with respect to this agreement. Any notices, requests, approvals, plan submittals or communications shall be provided to each representative noted below:

City of Santa Ana:

ATTN: Rodolfo Rosas, P.E.

Deputy Public Works Director/City Engineer
Public Works Agency
Santa Ana, CA 92701
20 Civic Center Plaza, M-43
Phone: (714) 647-5653
E-Mail: [email protected]
City of Orange:

ATTN: Frank Sun, P.E.

Assistant Public Works Director/ City
Engineer
Public Works Department
300 E. Chapman Ave.

Orange, CA 92866
Phone: (714) 744-5529
E-Mail: [email protected]

City Council
17 –
9 8/5/2025

8. Santa Ana shall cause its contractor for the Project to guarantee the Orange improvements against defects in workmanship and materials for a period of one (I) year from the date of acceptance by Santa Ana. It is further agreed that Santa Ana shall assume the responsibility for causing the Orange improvements to be brought or restored to full compliance with the requirements of the Plans and Specifications for any portion of the Project which during said one (I)
y
ear period are found not to be in conformance with the provisions of the Plans and Specifications.

9. T
his Agreement contains all of the agreements of the Parties regarding the Project and all previous understandings, negotiations and agreements regarding the Project are integrated into and superseded by this Agreement.
1 0. This Agreement may be amended at any time by the mutual consent of the Parties by an i
nstrument in writing signed by both Parties.

11. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement whic h
ar
e hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder.

12. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties hereto are formally bound to the provisions of this Agreement. 1 3. This Agreement shall be binding upon and shall endure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns.

14. This Agreement may be executed by the Parties and counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.

15. This Agreement is to be governed by the laws of the State of California, in Orange County California.
1 6. Each party agrees to defend, hold harmless, and indemnify the other as to any and all claims, judgments, liabilities or damages for injuries and damages directly arising out of each party's own performance under this Agreement, except to the extent such damage or expense is caused in whole or in part by the other party's negligence or willful misconduct.

City Council
17 –
10 8/5/2025

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day and year first written above.

CITY OF S

ANTA ANA CITY OF ORANGE
Alvaro Nuñez
City Manager
ATTEST:

Daniel R. S later
Mayor
ATTEST:

Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

Sonia R. Carvalho
City Attorney
By:

Kyle Nellesen
Pamela Coleman, CM C
City Clerk/City Clerk Services Director
APPROVED AS TO FORM:

Nathalie Adourian
Senior Assistant City Attorney
Assistant City At torney
RECOMMENDED FOR APPROVAL:

Rodolfo Rosas, P.E.

Deputy Public Works Director/City Engineer
Rodolfo Rosas
Digitally signed by Rodolfo
Rosas
Date: 2025.07.28 08:34:36
-07'00'

City Council
17 –
11 8/5/2025

E

XHIBIT A
Location Map

MAIN STREET SLURRY SEAL AND RESURFACING PROJECT

MEMORY LANE TO NORTH CITY LIMIT
& BEDFORD ROAD AT MAINPLACE DRIVE

City Council
17 –
12 8/5/2025

RANGE CITY LIMIT

IMPROVEMENTS

OWN AND COUNTRY RD.

CITY OF ORANGE

E CITY PL DR.

MEMORY LANE

EXHIBIT B: LOCATION MAP

ANTA ANA

BLIC WORKS AGENCY
PROJECT 20-6959

MAIN STREET SLURRY SEAL & RESURFACING

FROM MEMORY LANE TO NORTH CITY LIMIT
& BEDFORD ROAD AT MAINPLACE DRIVE

PAGE 1 OF 1

City Council
17 –
13 8/5/2025

EXHIBIT B
City Cost Sharing

MAIN STREET SLURRY SEAL AND RESURFACING PROJECT

MEMORY LANE TO NORTH CITY LIMIT
& BEDFORD ROAD AT MAINPLACE DRIVE

City Council
17 –
14 8/5/2025

CITY OF SANTA ANA Project No.: 20-6959
Preparer: Samantha Chenelia 07/01/25

COST ESTIMATE

MAIN ST SLURRY SEAL AND RESURFACING

MEMORY LN TO NORTH CITY LIMIT & BEDFORD ROAD AT MAINPLACE DRIVE

SANTA ANA ORANGE TOTAL
NO. DESCRIPTION UNIT QUANTITY UNIT PRICE COST UNIT QUANTITY UNIT PRICE COST UNIT QUANTITY UNIT PRICE COST 1 Unclassified Excavation CY 190.00 $ 375.00 $ 71,250.00 CY 0.00 $ - $ - CY 190.00 $ 375.00 $ 71,250.00 2 Rubberized Emulsion Aggregate Slurry (REAS) TYPE II ELT 140.00 $ 835.00 $ 116,900.00 ELT 30.00 $ 835.00 $ 25,050.00 ELT 170.00 $ 835.00 $ 141,950.00 3 AC Pavement TN 200.00 $ 175.00 $ 35,000.00 TN 0.00 $ - $ - TN 200.00 $ 175.00 $ 35,000.00 4 ARHM TN 500.00 $ 210.00 $ 105,000.00 TN 60.00 $ 210.00 $ 12,600.00 TN 560.00 $ 210.00 $ 117,600.00 4 Crack Sealing LS 1.00 $ 10,294.12 $ 10,294.12 LS 1.00 $ 2,205.88 $ 2,205.88 LS 1.00 $ 12,500.00 $ 12,500.00 5 Cold Mill (2") SF 30810.00 $ 1.75 $ 53,917.50 SF 4640.00 $ 1.75 $ 8,120.00 SF 35450.00 $ 1.75 $ 62,037.50 6 PCC Curb Ramp SF 700.00 $ 32.00 $ 22,400.00 SF 0.00 $ - $ - SF 700.00 $ 32.00 $ 22,400.00 7 PCC Sidewalk (T=4”) SF 2850.00 $ 12.00 $ 34,200.00 SF 0.00 $ - $ - SF 2850.00 $ 12.00 $ 34,200.00 8 PCC Curb and Gutter (Type A-2-8) LF 220.00 $ 78.00 $ 17,160.00 LF 0.00 $ - $ - LF 220.00 $ 78.00 $ 17,160.00 9 PCC Cross Gutter SF 1700.00 $ 26.00 $ 44,200.00 SF 0.00 $ - $ - SF 1700.00 $ 26.00 $ 44,200.00 10 Adjust Water Valve Frame and Cover (CSA) EA 3.00 $ 1,650.00 $ 4,950.00 EA 0.00 $ - $ - EA 3.00 $ 1,650.00 $ 4,950.00 11 Adjust Manhole Frame & Cover (CSA) EA 2.00 $ 1,720.00 $ 3,440.00 EA 0.00 $ - $ - EA 2.00 $ 1,720.00 $ 3,440.00 12 Adjust Water Valve Frame and Cover (OWD) EA 0.00 $ 1,650.00 $ - EA 2 $ 1,650.00 $ 3,300.00 EA 2.00 $ 1,650.00 $ 3,300.00 13 Adjust Manhole Frame & Cover (CO) EA 0.00 $ 1,720.00 $ - EA 1 $ 1,720.00 $ 1,720.00 EA 1.00 $ 1,720.00 $ 1,720.00 14 Adjust Pullbox EA 2.00 $ 2,050.00 $ 4,100.00 EA 0 $ - $ - EA 2.00 $ 2,050.00 $ 4,100.00 15 Furnish and Install Traffic Loops Type F EA 48.00 $ 430.00 $ 20,640.00 EA 7 $ 430.00 $ 3,010.00 EA 55.00 $ 430.00 $ 23,650.00 16 Furnish and Install Traffic Loops Type E EA 113.00 $ 405.00 $ 45,765.00 EA 14 $ 405.00 $ 5,670.00 EA 127.00 $ 405.00 $ 51,435.00 17 Signing and Striping LS 1.00 $ 102,941.18 $ 102,941.18 LS 1 $ 22,058.82 $ 22,058.82 LS 1.00 $ 125,000.00 $ 125,000.00 18 Project Advertisement Sign EA 2.00 $ 2,150.00 $ 4,300.00 EA 0 $ - $ - EA 2.00 $ 2,150.00 $ 4,300.00 19 Caltrans Permit LS 1.00 $ 5,000.00 $ 5,000.00 LS 0 $ - $ - LS 1.00 $ 5,000.00 $ 5,000.00 20 Construction Permit LS 1.00 $ 7,380.00 $ 7,380.00 LS 0 $ - $ - LS 1.00 $ 7,380.00 $ 7,380.00 SUBTOTAL CONSTRUCTION COST $ 708,837.79 $ 83,734.71 $ 792,572.50 Design Engineering Lawson $ -
Contingency 15% $ 106,326.50 15% $ 12,560.00 15% $ 118,886.50 Construction Engineering 10% $ 70,884.53 10% $ 8,373.47 10% $ 79,258.00 TOTAL PROJECT COST $ 886,050.00 $ 104,670.00 $ 990,717.00

City Council
17 –
15 8/5/2025

375.00
71,250.00
835.00
175.00
210.00
12,500.00

1.75 32.00

12.00 78.00

26.00 1,650.00
1,720.00
3,440.00
4,950.00
44,200.00
17,160.00
34,200.00
22,400.00
62,037.50
12,500.00
117,600.00
35,000.00
141,950.00

City Council
17 –
16 8/5/2025

1,650.00
1,720.00
2,050.00
430.0
405.00
125,000.00
2,150.00
4,300.00
125,000.00
51,435.00
23,650.00
4,100.00
1,720.00
4,950.00
792,572.50

1.75 302,032.50
210.00
438,900.00
1,650.00
9,900.00
1,720.00
12,040.00
1,650.00
4,950.00
1,720.00
1,720.00

City Council
17 –
17 8/5/2025

769,542.50
1,562,115.00

City Council
17 –
18 8/5/2025

City Council
17 –
19 8/5/2025

EXHIBIT 4

City Council
17 –
20 8/5/2025

City Council
17 –
21 8/5/2025

(ii) Performance or nonperformance by CO TRACTOR or its Subcontractors of any lower tier, of any of the obligations under the Contract Documents; (iii) The construction activities of CONTRACTOR or its Subcontractors of any lower tier, either on the project site or on other properties;
(iv) The payment or nonpayment by CONTRACTOR of any of its Subcontractors of any lower tier, for Work of Improvement performed on or off the project site; and (v) Any personal injury, property damage or economic loss to third persons related to and arising from the performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier. of the Work of Improvement.
(vi) The indemnity obligations of Subcontractors provided by this Section shall be included in all subcontract documents issued by CO TRACTOR.

Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of CONTRACTOR against CITY or any other lndemnitee.

IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written.

ATTEST:

JENNIFER L. HALL
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By: n;L£ ·J/tifw/Vl.,­
'0'{E NELLESEN
Assistant City Attorney
RECOMMENDED FOR APPROVAL:

Rudy Rosas, P. E.

Deputy Director/City Engineer
Public Works Agency

CITY OF SANT A ANA

ALVARO NUNEZ
City Manager
CONTRACTOR:

All American Asphalt
NAME: Edward J Carlson
TITLE: Vice President

Rodolfo
Rosas
Digitally signed by
Rodolfo Rosas
Date: 2025.07.23
14:22:20 -07'00'

City Council
17 –
22 8/5/2025

City Council
17 –
23 8/5/2025

City Council
17 –
24 8/5/2025

City Council
17 –
25 8/5/2025

City Council
17 –
26 8/5/2025

City Council
17 –
27 8/5/2025

City Council
17 –
28 8/5/2025

City Council
17 –
29 8/5/2025

CITY OF SANTA ANA FY 25/26CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

Application of slurry seal, crack seal, and minor pavement resurfacing with asphalt concrete. The work also include replacement/installation of missing or damaged curbs, gutters, sidewalk, driveway approaches, wheelchair ramps, and striping.

PROJECT NEED:

The City's Pavement Management Program has been developed to identify the preventative maintenance requirements for the City's street network. The application of a surface seal to streets with improvements constructed in the last 10 years will ensure a high level of service for years to come.

PROJECT TITLE:

Main St Slurry Seal & Resurf:

Memory - N City Limit
PROJECT CATEGORY:

Street Improvements
Arterial Street Rehabilitation

LOCATION MAP
AGENCY: DIVISION: CONTACT: DATE:

Public Works Design Engineering Gilbert Castillo, Senior Engineer 24-Jul-2025 PROJECT COSTS FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 FY 31/32 Construction 676,046 - - - - - -
Engineering 30,000 - - - - - -
Other 141,954 - - - - - -
TOTAL 848,000 - - - - - -
SOURCE OF FUNDS FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 FY 31/32 M2 LOCAL FAIRSHARE 848,000 - - - - - -
TOTAL 848,000 - - - - - -
EXHIBIT 6

City Council
17 –
30 8/5/2025

CITY OF SANTA ANA FY 25/26CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

Reconstruction/resurfacing of existing pavement and
replacement/installation of missing or damaged, curbs, gutters, sidewalks, driveway approaches, and wheelchair ramps within this segment of roadway.

PROJECT NEED:

The City's Pavement Management Program (PMP) has been
developed to prioritize and recommend the most cost-effective roadway repairs, and maximize the return from available funding for street pavement. This segment of Bedford Road pavement rehabilitation is identified as a high priority in the PMP.

PROJECT TITLE:

Bedford Rd Rehab: Main Pl - N City
Limit
PROJECT CATEGORY:

Street Improvements
Arterial Street Rehabilitation

LOCATION MAP
AGENCY: DIVISION: CONTACT: DATE:

Public Works Design Engineering Gilbert Castillo, Senior Engineer 24-Jul-2025 PROJECT COSTS FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 FY 31/32 Construction 314,670 - - - - - -
Engineering 3,000 - - - - - -
TOTAL 317,670 - - - - - -
SOURCE OF FUNDS FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 FY 31/32 104,670 - - - - - -
40,000 - - - - - -

SELECT STREET CONSTRUCTION
M2 LOCAL FAIRSHARE
RMRA SB1 173,000 - - - - - -
TOTAL 317,670 - - - - - -

City Council
17 –
31 8/5/2025

Public Works Agency
www.santa-ana.org/pw
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Master Reimbursement Agreement with Orange County Sanitation District

AGENDA TITLE
Master Reimbursement Agreement with Orange County Sanitation District (Non-General Fund)

RECOMMENDED ACTION
Approve a Master Reimbursement Agreement with Orange County Sanitation District and authorize the City Manager to enter into subsequent Project Specific Supplemental Agreements as needed for the adjustment of OC Sanitation’s manhole frame and covers as part of City’s Capital Improvement Projects (Agreement No. A-2025-XXX).

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The Public Works Agency Engineering Services Division (PWA) is responsible for the administration and oversight of all Capital Improvement Projects in the City. Projects involving pavement rehabilitation require adjusting water valve and manhole covers to be flush with the new pavement. While most projects only involve City-owned water valve and manhole covers, some projects require coordinating with outside public jurisdictions such as our neighboring cities and/or public utilities such as the Orange County Sanitation District (OC San) for the adjustment of these facilities.

Street rehabilitation projects routinely involve the adjustment of OC San’s manhole frames and covers. The current protocol requires staff to enter into project specific agreements with OC San to be reimbursed for these improvements. A typical project may include several of these facilities at an estimated cost of $2,000 each. This requires additional staff time to prepare the agreements and staff reports as well as additional Council and OC San Board actions for each project for relatively low-cost reimbursements.

Approval of this Master Reimbursement Agreement will streamline the process and allow the City and OC San to timely address manhole adjustments in future projects.

The Master Reimbursement Agreement will be for a 10-year term and establish the general terms for OC San to consistently reimburse the City for the manhole adjustment

City Council
18 –
1 8/5/2025

Master Reimbursement Agreement with Orange County Sanitation District August 5, 2025

5 2
4 0
costs which includes a 15% administrative payment. Reimbursement will be provided through a simplified project-specific Supplemental Agreement executed by the City Manager.

Staff recommends that the City Council approve the Master Reimbursement Agreement (Exhibit 1) and authorize the City Manager to enter into subsequent Project Specific Supplemental Agreements as needed for reimbursement of OC San manhole adjustments costs.

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

FISCAL IMPACT
There is no fiscal impact associated with this action at this time. The City will initially perform the OC San work on their behalf and invoice OC San upon completion. The reimbursement will be deposited back to the project.

EXHIBIT

1. Master Reimbursement Agreement
Submitted By: Rudy Rosas, Acting Executive Director of Public Works Approved By: Alvaro Nuñez, City Manager

City Council
18 –
2 8/5/2025

EXHIBIT 1

MASTER REIMBURSEMENT AGREEMENT

BETWEEN

CITY OF SANTA ANA
AND

ORANGE COUNTY SANITATION DISTRICT
This cooperative cost reimbursement agreement (“Agreement”) is made and entered into as of August 5, 2025 (“Effective Date”), by and between the City of Santa Ana (a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 20 Civic Center Plaza, M-21, Santa Ana, California 92701) (“City”) and Orange County Sanitation District (a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 18480 Bandilier Circle, Fountain Valley, California 92708) (“OC San”). City and OC San are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”.

RECITALS
WHEREAS, City initiates any particular street rehabilitation project ("Project") to improve pavement conditions City-wide; and
WHEREAS, City’s Projects routinely involve the adjustment of OC San’s manhole frames and covers (“Manhole Adjustments”) that are within the Project’s area; and WHEREAS, City has agreed to perform the Manhole Adjustments as part of its Projects and seek reimbursement from OC San for the costs associated with the Manhole Adjustments (“Manhole Adjustment Costs”); and
WHEREAS, OC San has agreed to reimburse City for the Manhole Adjustment Costs; and
WHEREAS, the Parties desire to enter into this Agreement to establish the general terms for OC San’s to reimburse the City for the Manhole Adjustment Costs.

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct, and are hereby incorporated herein by this reference.

2. Scope of Agreement. This Agreement applies to any City Project that involves Manhole Adjustments. For each Project where Manhole Adjustments are required, the City will include the Manhole Adjustment Cost in its Project scope.

3. Term. This Agreement shall commence on the Effective Date and continue for a term of ten (10) years from the Effective Date, unless terminated earlier in accordance with Section 16, below.

55880.00002\43166451.1

City Council
18 –
3 8/5/2025

4. Reimbursement. OC San’s obligation to reimburse City includes the actual total costs for construction of the Manhole Adjustments for each Project, plus an Administrative Fee. The “Administrative Fee” is intended to cover the City’s internal costs related to administration of the Manhole Adjustments and is equal to fifteen percent (15%) of the total costs of the Manhole Adjustments for each Project. a. For each qualifying Project, the anticipated costs shall be presented to OC San in the form of a Supplemental Agreement, which will include all relevant scope and costs. The parties shall execute each Supplemental Agreement prior to, or concurrent with, the City’s Project activities.
b. Supplemental Agreements may be executed by the City’s City Manager, or their designee, pursuant to the requirements of this Master Agreement. Such Supplemental Agreements may be made in the form of letter agreements or instruments as agreed between the Parties.
c. In any event, failure of the Parties to execute a Supplemental Agreement shall not relieve OC San from obligation to pay for Manhole Adjustment Costs which are necessarily incurred as a result of City Projects, subject to City responsibilities outlined below.

5. Timing of Reimbursement. For completion of the Project, City shall submit an invoice to OC San setting forth the cost for the Manhole Adjustments and the amount of the Administrative Fee. Invoices shall be accompanied by a copy of appropriate documentation to substantiate the amounts included in the invoice. OC San shall provide reimbursement funds to City within thirty (30) days of receipt of all required invoices and supporting documentation.

6. City Responsibilities. For each applicable Project, the City shall:
a. Be responsible for compliance with the California Environmental Quality Act and all other permitting requirements.
b. Advertise for bids, hire a contractor, approve the work, and administer the contract for City’s Project which includes the Manhole Adjustment work. c. Include a separate line item in its bid documents for the Manhole Adjustment work. This line item will be identified and labelled as “Adjust OC San Manholes per OC San Standard Drawings S-050A, S-055 and S-055A” or similar designation.
d. Allow OC San a period of two (2) weeks to review the proposed bid unit prices for Manhole Adjustment work. OC San reserves the right to decide, based on this review, whether to proceed with the reimbursement process or to make other arrangements to complete the Manhole Adjustment work.

55880.00002\43166451.1

City Council
18 –
4 8/5/2025

e. Provide written notification to OC San at least thirty (30) days prior to the commencement of any Project that will involve the Manhole Adjustment work. f. Include detailed information in the project plans and specification indicating the location and the requirements for the Manhole Adjustments. The Project plans and specification shall also reference OC San’s standard drawings S-050A, S-055 and S-055A, attached hereto as Exhibit A, for the Adjustment Work. g. Provide OC San staff with contractor schedules and updates within five (5) days of acceptance by City staff.
h.
i.

Invite OC San staff to construction progress meetings.

Notify OC San seventy-two (72) business hours prior to the need for an inspection.
j. Ensure the City’s construction contractor coordinates with OC San to retrieve the manhole frames and covers for the Manhole Adjustment work (provided by OC San) from the OC San Treatment Plant No. 1 in Fountain Valley. k. Coordinate with OC San to ensure proper timing for OC San’s inspectors to be present during the Manhole Adjustment process. l. Obtain written approval from OC San for any change orders for Manhole Adjustment work prior to implementation.
m. Document and inform OC San of the date of the completion of the Manhole Adjustment Work. City will verify with OC San prior to issuance of progress payment to City’s construction contractor that Manhole Adjustment work was completed per the standards.

7. OC San Responsibilities. For each applicable Project, OC San shall:
a. Provide, at OC San’s expense, new frames and covers to replace the existing frames and covers.
b. Provide, at OC San’s expense, inspection services to assure compliance with the standards. OC San will promptly notify City if any portion of the Manhole Adjustment work appears not to conform to the standards, and will work with the City to resolve all discrepancies.
c. Respond to City’s request for an inspection within two (2) business days, excluding federal and local holidays. OC San will be responsible for the City’s construction contractor’s downtime due to failure to comply with this provision.

55880.00002\43166451.1

City Council
18 –
5 8/5/2025

8. Indemnification. Each Party shall indemnify, defend, and hold the other Party (its officials, officers, employees, agents, consultants, and contractors) free and harmless from any and all claims (demands, causes of action, costs, expenses, liabilities, losses, damages or injuries in law or in equity to property or persons including wrongful death) in any manner arising out of or incident to any negligent acts or omissions or willful misconduct of the indemnifying Party (its officials, officers, employees, agents, consultants, or contractors) in the performance of the indemnifying Party’s obligations under this Agreement (including the payment of all reasonable attorneys’ fees).

9. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY: OC SAN:

City of Santa Ana Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
Attn: Clerk of the Board
20 Civic Center Plaza, M-21
Santa Ana, CA 92701
Attn: City Clerk

10. Force Majeure. Neither Party will be liable for any delays or other non- performance resulting from circumstances or causes beyond its reasonable control (including without limitation fire or other casualty, act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority other than the Parties).

11. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of Orange, State of California.

12. Entire Agreement. This Agreement represents the entire understanding of the Parties as to those matters contained herein; and supersedes and cancels any prior or contemporaneous oral or written understanding, promises, or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein; and that any other agreements shall be void. This is an integrated Agreement.

13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and

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provisions hereof or of the offending provision in any other circumstance; and the remaining provisions of this Agreement shall remain in full force and effect.

14. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators, and assigns of each Party to this Agreement.

15. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

16. Termination. This Agreement may be terminated by the Parties upon thirty (30) days written notice of termination. In such event, City shall be entitled to receive reimbursement for any and all outstanding Manhole Adjustment Costs incurred prior to termination.

17. Time of Essence. Time is of the essence for each and every provision of this Agreement.

18. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof; and shall not in any way affect the meaning or interpretation of this Agreement.

19. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

21. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

22. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

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SIGNATURE PAGE FOR

MASTER REIMBURSEMENT AGREEMENT

BETWEEN

CITY OF SANTA ANA
AND

ORANGE COUNTY SANITATION DISTRICT
IN WITNESS WHEREOF, the Parties are signing this Agreement as of the Effective Date.

ORANGE COUNTY SANITATION

DISTRICT

CITY OF SANTA ANA
Date: Date:

By:______________________________ By:

Ryan P. Gallagher
Board Chairman
Alvaro Nuñez
City Manager

ATTEST ATTEST
Date: Date:

By: By:

Kelly A. Lore, MMC
Clerk of the Board
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:

CITY ATTORNEY’S OFFICE
Sonia Carvalho, City Attorney
Date:

By:

By: ____ ___________
_______________________________
Scott C. Smith
OC San General Counsel
Kyle
Assistant City Attorney
RECOMMENDED FOR APPROVAL:

Rodolfo Rosas
Digitally signed by Rodolfo Rosas
Date: 2025.07.21 14:50:39 -07'00'
Rodolfo Rosas, P. E.

Acting Public Works Director

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EXHIBIT A
Standard Drawings

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Digitally signed by Michael
DormanMichael Dorman Date: 2024.01.04 13:26:24-08'00'

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Finance and Management Services
www.santa-ana.org/finance
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Depository Banking Services

AGENDA TITLE
Resolution and Second Amendment to Agreement with J.P. Morgan Chase Bank, N.A. (General Fund)

RECOMMENDED ACTION

1.Adopt a Resolution designating J.P. Morgan Chase Bank, N.A. as the official depository for the City of Santa Ana for two (2) additional years commencing January 1, 2027 through December 31, 2028.

RESOLUTION NO. 2025-XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DESIGNATING JP MORGAN CHASE BANK, N.A., AS THE DEPOSITORY FOR CITY OF SANTA ANA FUNDS, FOR TWO (2) ADDITIONAL YEARS THROUGH DECEMBER 31, 2028, AND DESIGNATING SIGNATORIES

AUTHORIZED FOR THE PURPOSE OF WITHDRAWAL OF SAID FUND

2.Authorize the City Manager to execute a second amendment to agreement with J.P.

Morgan Chase Bank, N.A. (“JPMC”) to provide additional banking and related services in the amount of $225,000, for a total agreement amount not to exceed $787,500 (Agreement No. A-2025-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Treasury and Customer Service Division (“Treasury”) of the Finance and Management Services Agency (“FMSA”) is responsible for maintaining all banking related services and transactions for the City, Successor Agency, and Housing Authority.

Banking related services include, but are not limited to: daily deposit processing (electronic/physical checks, currency, and coin), check clearing, Automated Clearing House (ACH), gateway services, wire services, and account reconciliation.

The term of the current agreement with J.P. Morgan Chase Bank, N.A. ends December 31, 2026. The recommended action would extend that term to December 31, 2028.

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Second Amendment JPMC
August 5, 2025

5 2
4 1
To strengthen payment security and streamline operations, staff recommends implementing three additional banking services through the City’s current agreement with JPMorgan Chase (JPMC):

1. Check Printing Services – Transitioning the City’s in-house check printing process to JPMC-managed services to reduce manual handling, improve efficiency, and reduce the City’s exposure to check fraud.

2. Payee Validation Services – Verifying vendor and supplier identity details before payments are issued to prevent misdirected payments.

3. ACH Replay Functionality – Allowing the City to securely reprocess ACH files in the event of a catastrophic disruption of the City’s financial systems.

Due to the complexity and scale of banking operations in large public agencies, it is common for banking contracts to be of longer duration to ensure continuity of service and minimize risk. Implementing the services listed above requires careful coordination, system integration, and adequate testing.

The additional two (2) years of service with JPMC would allow Treasury to accurately test and implement the additional services noted above and prepare to undergo a formal RFP process for banking and related services and a potential transition to a different financial institution. Furthermore, the timing of the extension would allow the competitive solicitation to align with the implementation of the City’s new Enterprise Resource Planning (ERP) system, ensuring the selected provider can meet the operational needs of the updated financial system.

The City’s agreement and amendments with JPMC allow for fluctuations in the volume of banking transactions, since activity can vary from month to month. However, as noted in the Fiscal Impact section, banking fees for services provided by JPMC are typically offset by credits the City earns based on its account balances.

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

FISCAL IMPACT
Bank fees for these additional services will be covered using credits the City earns from its bank based on account balances. At current interest rates, we expect these credits to fully pay for the fees. If the credits are not enough, any remaining costs would be offset by interest income the City earns from its investments (Account: 58000 Earnings on Investments).

EXHIBIT(S)

1. Resolution

2. Second Amendment to Agreement with JPMC

City Council
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2 8/5/2025

Second Amendment JPMC
August 5, 2025

5 2
4 1
Submitted By: Alex Trinidad, Executive Director, Finance and Management Services Agency
Approved By: Alvaro Nuñez, City Manager

City Council
19 –
3 8/5/2025

Resolution No. 2025-XXX

RESOLUTION NO. 2025-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DESIGNATING JP MORGAN CHASE BANK, N.A., AS THE
DEPOSITORY FOR CITY OF SANTA ANA FUNDS, FOR TW O (2)
ADDITIONAL YEARS THROUGH DECEMBER 31, 2028,

AND DESIGNATING SIGNATORIES AUTHORIZED FOR THE

PURPOSE OF WITHDRAWAL OF SAID FUND

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

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

A. The City Council of the City of Santa Ana ("City") has declared a policy of designating a bank within the City or in its immediate vicinity to act as depository for the demand deposits of City funds.

B. The City has an existing Banking Services Agreement (No. A-2016-366), including all amendments (No. A-2021-285), with J.P. Morgan Chase Bank, N.A., effective December 6, 2016 through December 31, 2026.

C. After reviewing the outstanding performance of J.P. Morgan Chase Bank, N.A. as the City’s depository banking services provider and having found J.P. Morgan Chase Bank, N.A.’s proposal for continued depository banking services to be super ior in terms of pricing and bank managed earnings credit , the City hereby re-designates JPMorgan Chase Bank, N.A., 1300 North Main Street, Santa Ana, California ("Bank"), as the banking institution that shall receive and act as depository for City funds and trust funds in control of said City, for two (2) additional years beginning January 1, 2027 through December 31, 2028.

Section 2. The Executive Director of Finance and Management Services of the City and the Assistant Director of Finance and Management Services of the City (when acting as designee of the Executive Director of Finance and Management Services) are hereby authorized for and on behalf of the City, and as its officers and agents, to sign City of Santa Ana checks for the withdrawal of said funds so deposited, both by facsimile signature machine-imprinted upon City checks and by manually affixed signature upon City checks.

Section 3. The Assistant Director of Finance and Management Services and the Treasury and Customer Services Manager of the City are hereby authorized for and on behalf of the City, and as agents of the City and deputies of the Executive Director of Finance and Management Services to sign City of Santa Ana checks for the withdrawal of said funds so deposited by manually affixed signature thereon.

Section 4. Said Bank is hereby authorized and directed to pay out from said City funds to the payees respectively designated on any City checks, signed in the manner and by any of the persons hereinabove authorized, in the amounts shown on the face of said checks.

EXHIBIT 1

City Council
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Resolution No. 2025-XXX

Section 5. The City Manager is hereby authorized to designate in writing agents who shall be authorized to sign City checks for the payment or withdrawal of said funds when, due to physical absence, incapacity or death of any of said authorized signatories, it may be necessary on a temporary basis to provide other means for the signing of City checks, and/or for the payment or withdrawal of said funds. Any such authorization shall set forth the necessity for such designation, the period of time during which said authorization shall continue (by giving the exact starting and termination dates) and shall contain the certification of the City Clerk over the official seal of the City of Santa Ana certifying that said authorization is in fact, signed by the qualified and acting City Manager, shall contain a specimen signature of the person designated as such temporary agent, and shall be delivered to said Bank.

Section 6. The City Manager, or his designee, is hereby authorized to execute and submit all documents, including but not limited to applications, agreements and amendments which may be required to effectuate the banking services necessary for the administration of the City's demand deposit account.

Section 7. A certified copy of this Resolution, together with the signatures of the two agents herein authorized to act in manual form and copies of the facsimile signature machine-imprints of the Executive Director of Finance and Management Services and Assistant Director of Finance and Management Services certified by the City Clerk to be the signatures of said persons, and the imprints of the official facsimile signature plates, shall be delivered to said Bank before the 1st day of January, 2027.

Whenever any of said agents leave the employment of the City, is absent therefrom, or incapacitated for a period of time that will affect the issuance of City checks, the City Clerk shall notify said Bank of said fact and shall certify the names, titles, and signatures of the person(s) then designated as agent(s) of the City for the purpose of signing City checks in the manner hereinabove provided and shall notify said Bank of every termination of such authorization immediately upon receipt of such information.

Section 8. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this Resolution.

ADOPTED this 5th day of August, 2025.

___________________________
Valerie Amezcua
Mayor

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

By:________________________
Andrea Garcia-Miller
Assistant City Attorney

City Council
19 –
5 8/5/2025

Resolution No. 2025-XXX

AYES: Councilmembers: _____________________________________

NOES: Councilmembers: _____________________________________

ABSTAIN: Councilmembers: _____________________________________

NOT PRESENT: Councilmembers: _____________________________________

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, JENNIFER L. HALL, City Clerk, do hereby attest to and certify the attached Resolution No. 2025-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on August 5, 2025.

Date: ______________ _______________________________
Jennifer L. Hall
City Clerk
City of Santa Ana

City Council
19 –
6 8/5/2025

SECOND AMENDMENT TO AGREEMENT BETWEEN THE
CITY OF SANTAANA AND JPMORGAN CHASE BANK, N.A.

EXHIBIT 2
THIS SECOND AMENDMENT TO AGREEMENT ("Second Amendment") is entered into this 5th day of August 2025, by and between 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"), and JPMorgan Chase Bank N.A. ("Banking Services Provider"). City and Banking Services Provider may be referred to herein separately as a "Party" and collectively as "Parties".

RECITALS:

A On December 6, 2016, the City entered into Agreement No. A-2016-366 ("Agreement") with J.P. Morgan Chase Bank N.A. in which Banking Services Provider, having special skill and knowledge in the field of banking services, banking technology, and related ancillary services to include but not limited to: daily deposit processing, image cash letter (ICL) deposits, check clearing, wire services, automated clearing house (ACH) transactions, positive pay services, account reconciliation, direct deposit of accounts payables, account analysis services, lockbox services, client staff training, the latter, to the extent reasonably required for City to utilize the services provided.

B. On December 21, 2021, the City executed the First Amendment to Agreement (No. A- 2021-285) with J.P. Morgan Chase Bank, N.A., by which the City and Banking Services Provider agreed to amend the Compensation, Term, Insurance, and Miscellaneous clauses of said Agreement. The Agreement is current and in effect.

C. The City and Banking Services Provider now desire to further amend the Agreement by entering into this Second Amendment, by which the City and Banking Services Provider agree to extend the term of the Agreement through December 31, 2028 (Section 3-1. Term of the Agreement) and add additional banking services as set forth in Exhibits A-2 and A-3.

The Parties therefore agree:

1. Section 1. Scope of Services, shall be amended to read as follows:

1. Scope of Services
BANKING SERVICES PROVIDER shall perform the following services as described in the CITY's Request for Proposal (RFP) No. 16-111 and related addenda, as more particularly described in Section 3-21 (the "RFP"), as clarified and/or modified by BANKING SERVICES PROVIDER'S proposal in response to such RFP, inclusive of all exhibits and attachments thereto and subsequent responses and clarifications provided to the CITY, as more particularly described in Section 3-21 (collectively, the "Proposal"):
a. BANKING SERVICES PROVIDER will provide CITY with services described in EXHIBIT A, Exhibit A-2 and Exhibit A-3, and, iflater elected by the CITY, Exhibit A-1 (subject to the notification requirements

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City Clerk’s Office
www.santa-ana.org/city-clerks-office
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Voting Delegate for Cal Cities 2025 Annual Conference General Assembly

AGENDA TITLE
Designate a Voting Delegate and up to Two Alternates for League of California Cities (Cal Cities) 2025 Annual Conference General Assembly

RECOMMENDED ACTION
Designate a voting delegate and up to two alternates for the Cal Cities Annual Conference General Assembly on Friday, October 10, 2025.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The League of California Cities (Cal Cities) 2025 Annual Conference and Expo is scheduled to take place in Long Beach October 8 – 10, 2025. Of particular significance at the conference is the General Assembly Meeting, where Cal Cities provides member cities, like the City of Santa Ana, an opportunity to consider and act on resolutions that establish Cal Cities policy.

Cal Cities bylaws indicate that each city is entitled to one vote to take a position on matters affecting municipal or Cal Cities policy. To expedite the conduct of business, every city is required to designate a voting representative and up to two alternates who will represent the City at the League General Assembly (Exhibit 1). These designations must be made by City Council action.

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

FISCAL IMPACT
There is no fiscal impact associated with this action.

City Council
20 –
1 8/5/2025

Voting Delegate for Cal Cities 2025 Annual Conference General Assembly August 5, 2025

5 2
5 5

EXHIBIT(S)

1. League of California Cities Correspondence - Designation of Voting Delegates and Alternates
Submitted By: Jennifer L. Hall, City Clerk
Approved By: Alvaro Nuñez, City Manager

City Council
20 –
2 8/5/2025

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org

DATE: Wednesday, July 16, 2025

TO: Mayors, Council Members, City Clerks, and City Managers

RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Oct. 8-10, 2025 Long Beach Convention Center

Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.

Taking place on Oct. 10, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.

To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.

Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.

Following council action, please submit your city’s delegates through the online submission portal by Wed., Sept. 24. When completing the Voting Delegate submission form, you will be asked to attest that council action was taken. You will need to be signed in to your My Cal Cities account when submitting the form.

Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre-conference communications with voting delegates.

Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website.

Council Action Advised by September 24, 2025

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3 8/5/2025

For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.

Please view Cal Cities’ event and meeting policy in advance of the conference.

Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.

Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

The voting delegate desk, located in the conference registration area of the Long Beach Convention Center in Long Beach, will be open at the following times: Wednesday, Oct. 16, 8:00 a.m.-6:00 p.m. and Thursday, Oct. 17, 7:30 a.m.-4:00 p.m. On Friday, Oct. 18, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.

The voting procedures that will be used at the conference are attached to this memo.

Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.

Once again, thank you for submitting your voting delegate and alternates by Wednesday, Sept. 24. If you have questions, please contact Zach Seals at [email protected].

Attachments:
• General Assembly Voting Guidelines
• Information Sheet: Cal Cities Resolutions and the General Assembly

City Council
20 –
4 8/5/2025

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org

General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.

City Council
20 –
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Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote local decision-making, and lobby against statewide policies that erode local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how resolutions and the General Assembly work.

The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.

Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.

Recommendations are forwarded
to the Resolutions Committee.

Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.

Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.

Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.

Cal Cities policy
development is a member-
informed process,
grounded in the voices and
experiences of city officials
throughout the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.

General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f).

City Council
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