Avolve Software Corporation/Comm Serv/114,154/Cityworks Software Avolve Software Corporation
Department of Community Services-2019
Appropriation# 1192 Fund 0;P.O.#34661 ����
Contract Not To Exceed 114,154.00 t
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ADDITIONAL SERVICES AMENDMENT TO
SOFTWARE LICENSE&SUPPORT AGREEMENT
THIS AMENDMENT TO THE AGREEMENT FOR SOFTWARE LICENSE & SUPPORT AGREEMENT
("Agreement") entered into by and between the City of Carmel and Avolve Software Corporation (the"Professional"),
as dated March 16,2016 shall amend the terms of the Agreement by adding the additional services to be provided by
Professional consistent with the Scope of Work attached hereto and incorporated herein as Exhibit"A". The terms
and conditions of the Agreement shall not otherwise be affected by this Additional Services Amendment and shall
remain in full force and effect.
IN WITNESS WHEREOF,the parties hereto have made and executed this Amendment as follows:
CITY OF CARMEL, INDIANA Avolve Software Corporation
by and through its Board of Public
Works and Safety
By. By:
A,n-f- trzos.e/u(-
James Brainard, Presiding Officer Authir,izted Signature
Date:
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Printed Name
ary n Burke, Membe
Dat . r U
Title
Lori S.Watson emb r FID/TIN:
Date: 1
Last Four of SSN if Sole Proprietor:
ATT ST•
Date: '7/3a/l9
ristine Pauley, C erk-Tr ��f
Date:
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AVOLVE SALES ORDER
Subscription Licensee
After signing this Avolve Software Order From ("Software Sales Order"), please either mail or fax to
Avolve Software Corporation, 4835 E. Cactus Road,Suite 420,Scottsdale,Arizona 85254, Fax:TBD or e-
mail scanned image to;TBD@avolvesoftware.com
Order Date:
p er, Gad _..fi110~Olti;Vl/�TlON x' `R.
Customer Name: Carmel IN
Customer Mailing One Civic Square
Address:
City: Carmel State: IN Zip: 46032
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PRIMARY SECONDARY
Name: Michael Hollibaugh Name: Alexia Lopez
Phone: (317)571-2400 Phone: (317)-571-2400
E-mail: mhollibaugh@carmel.in.gov E-mail: alopez@carmel.in.eov
ProjectDox
$114,154.00
Total Fees Invoiced on Signing: $114,154.00
Cost do not include applicable sales, withholdings or value-added taxes. Al!fees are in United States
Dollars.
Authorized Business Unit(s): Carmel, IN
Initial Maintenance Term(if applicable): N/A
Initial Hosting Services Term(if applicable): 36 months,calculated from Test Server Install
ProjectDox Subscription Year 1-$76,704
ProjectDox Subscription Year 2-$87,024
ProjectDox Subscription Year 3-$87,024
License Term(if applicable): Subscription
Payment Method: EFT
Exhibit
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rGo Live Date"is defined as the date that the Software is first made available by Avolve to the Customer to release and
use in a live,production mode.
Exhibit
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Schedules: The following Schedules are hereby incorporated by reference into this Software Sales Order.
Schedule A General Terms and Conditions
[Schedule B Implementation SOW or title of SOW to be included for Other Professional Services]
Signature
IN WITNESS WHEREOF,the parties hereto,each by a duly authorized representative,have executed this Software Sales
Order as of the Order Date first set forth above:
Carmel,IN: Avolve Software Corporation
Signature: Signature:
Printed: Printed:
Title: Title: L7
Date: Date: 73 d f
Exhibit A
02092017 Page 3 of 31
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AVOLVE SOFTWARE CORPORATION
Software as a Services Agreement
This agreement ("Agreement") is made this ("Effective Date") by and between Avolve
Software Corporation,a Delaware corporation with offices at 4835 E.Cactus Road,Suite 420,Scottsdale,Arizona 85254,
United States of America,("Avolve"or"Services Provider")and ("Customer").
WHEREAS Avolve offers remotely hosted subscription,software-as-a-service access(on hardware owned or operated on
behalf of Avolve by a third party hosting service provider such as Microsoft Corporation) to Avolve's software
(collectively,such hosted electronic plan review and project information management,collaboration and review system,
including all software applications, application program interfaces, modules, databases, hardware, infrastructure,
documentation and system administration,management and monitoring activities that Avolve provides for the software
shall be referred to herein as the"Avolve SAAS Solution");
WHEREAS Avolve provides professional services("Professional Services")to assist customers with among other things,
implementation of the Avolve SAAS Solution and training;
•
WHEREAS the Customer desires to purchase use rights for the Avolve SAAS Solution and related Professional Services
(the "Initial Purchase")from Avolve and, pay for such purchases either directly or pursuant to an agreement between
the Customer and a third party financing source reasonably acceptable to Avolve(the"Financing Company");and
WHEREAS Avolve and Customer now desire to provide the terms and conditions under which Avolve will provide the
Initial Purchase to Customer, as well provide the terms and conditions for the Customer to purchase other Professional
Services from Avolve,with or without the assistance of Financing Company or another paying agent;
NOW THEREFORE,in consideration of the foregoing and of the mutual covenants and promises set forth herein,Avolve
and Customer agree as follows.
SECTION A.—AVOLVE SAAS SOLUTION
1. Avolve SAAS Solution.
a. Use Rights. Subject to Customer's compliance with all the terms and conditions of this Agreement,
Avolve grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the
subscription term ("Subscription Term") identified in the Implementation SOW (attached hereto as
Exhibit 2)to permit Users to use the Avolve SAAS Solution identified in the Implementation SOW for
Customer's internal business operations,solely for the specific Business Unit(s)as further set forth in
the Implementation SOW. Should Customer desire to reorganize any such Business Unit, it shall
provide Avolve written notice as soon as possible following the determination of reorganization, so
that Avolve may review the planned reorganization to determine if it is consistent with the Business
Unit limitation in this use rights grant and, if not, what additional fees will be required due to
Customer's reorganization to include additional Business Units. As used in this Agreement, "User"
means authorized Customer employees and third parties that require access to the Avolve SAAS
Solution in connection with the Customer's internal business operations, such as the Customer's
administrators, contractors, reviewers, and applicants. There may be different types/levels of Users
for the Avolve SAAS Solution,such as administrator Users,if so identified in the Implementation SOW.
b. Storage. The Avolve SAAS Solution will include for the initial Subscription Term the amount of storage
set forth in the Implementation SOW. Customer acknowledges that should Customer exceed the
included storage limits after Avolve has sent notice to Customer in accordance with Avolve's then-
current standard storage limits and data backup practices(available upon request),additional charges
will be incurred by Customer. Avolve shall invoice Customer for any such additional incurred charges,
and Customer shall pay such invoices,in accordance with Section C of this Agreement. Avolve may,In
Exhibit
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its sole discretion, modify the amount of standard storage included at no additional charge with the
Avolve SAAS Solution, with such modification to become effective upon the effective date of any
renewal term provided that Avolve provides Customer written notice of such modification at least
ninety days in advance of the expiration of the then-current Subscription Term.
c. Restrictions on Use. Customer will not, and will ensure that its Users do not: (i) except as expressly
stated herein, copy, reproduce,distribute, republish, download, display, host or transmit in any form
or by any means,including but not limited to electronic,mechanical,photocopying,recording,or other
means,any part of Avolve SAAS Solution or any other Avolve materials;(ii)use the Avolve SAAS Solution
or any other Avolve materials to provide services to third parties(e.g., business process outsourcing,
service bureau applications or third party training); (ii) assign, sublicense, sell, lease, loan, resell,
sublicense or otherwise distribute or transfer or convey the Avolve SAAS Solution or any other Avolve
materials, or pledge as security or otherwise encumber Customer's rights under this Agreement; (iii)
make any use of or perform any acts with respect to the Avolve SAAS Solution or any other Avolve
materials other than as expressly permitted in accordance with the terms of this Agreement;or(iv)use
the Avolve SAAS Solution components other than those specifically identified in the Implementation
SOW and then only as part of Avolve SAAS Solution as a whole,even if it is also technically possible for
Customer to access other Avolve SAAS Solution components;or(v) modify,further develop or create
any derivative works of, disassemble,decompile, reverse engineer or otherwise attempt to obtain or
perceive the source code from which any part of Avolve SAAS Solution is compiled or interpreted,or
access or use Avolve SAAS Solution in order to build a similar or competitive product or service; (vi)
allow use of the Avolve SAAS Solution or any other Avolve materials by anyone other than authorized
Users;(vii)publish any results of benchmark tests run on Avolve SAAS Solution;(viii)unless otherwise
expressly authorized in writing by Avolve,use the Avolve SAAS Solution in connection with anysoftware
product or tools, or any other software as a service not provided by Avolve; and (ix) input, upload,
transmit or otherwise provide to or through Avolve SAAS Solution or any systems used by Avolve
anything that is unlawful, injurious, or contains, transmits or activates any harmful code. Customer
acknowledges that nothing herein will be construed to grant Customer any right to obtain or use the
source code from which Avolve SAAS Solution is delivered. Customer shall not tamper with or attempt
to disable any security device or protection used by Avolve SAAS Solution or any other Avolve materials,
nor shall Customer damage, destroy,disrupt or otherwise impede or harm in any manner the Avolve
SAAS Solution or any systems used by Avolve. Customer agrees to take all commercially reasonable
steps to ensure that Users abide by the terms of this Agreement and expressly agrees to indemnify
Avolve,its officers,employees,agents and subcontractors from and against all claims,liabilities,losses,
damages and costs (including reasonable attorney fees) suffered by Avolve arising from a breach by
the User of the conditions of this Agreement.
d. High-Risk Activities. The Avolve SAAS Solution is not fault-tolerant and is not designed,manufactured,
or intended for use or resale as online control equipment in hazardous environments requiring fail-safe
performance, such as in the operation of nuclear facilities, aircraft navigation or communication
systems,air traffic control,direct life support machines or weapons systems,in which the failure of the
Avolve SAAS Solution or derived binaries could lead directly to death,personal injury,or severe physical
or environmental damage. The Avolve SAAS Solution is also not designed or intended for use with
Federal Tax Information(FTI)as defined in the Internal Revenue Service Publication 1075(IRS 1075)or
criminal justice information ("CJI"), such as fingerprint records and criminal histories. Customer shall
not use the Avolve SAAS Solution for any of these high-risk activities, including without limitation
transmitting,storing or otherwise processing any FTI or CJI with the Avolve SAAS Solution.
e. Project Administrator. Customer agrees, if not already designed in the Implementation SOW, to
promptly designate in writing one person to be the Customer's point person responsible for all
communications with Avolve (the Customer's "Project Administrator"). The Project Administrator is
responsible for project administration duties as documented in the Avolve systems guides,statements
Exhibit
02092017 Page 5 of 31
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of work, and documentation (collectively, the "Documentation"), as provided for time to time by
Avolve to Customer.
f. Customer Connection. During the Term, the Customer is responsible for obtaining and maintaining
connection to the Avolve SAAS Solution, including the Internet connection. Avolve shall not be
responsible for any inadequacy or lack of functionality of Customer's connection to the Avolve SAAS
Solution or the inability of the Customer's computer, telecommunications provider, or other
equipment and capabilities to access or use the Avolve SAAS Solution.
g. Third Party Service Providers and Components. Notwithstanding anything to the contrary in this
Agreement or any other documents between Avolve and Customer, Customer acknowledges and
agrees as follows.
1. The Avolve SAAS Solution and its component parts are protected by copyright and
other propriety rights of Avolve and one or more third party software vendors
(including Oracle and Open Text Corporation ("OTC") (all such third party vendors,
including without limitation Oracle and OTC, shall be referred to herein as "third
party vendors" or "third party software vendors"). Customer may be held directly
responsible by such third party vendors for acts relating to the Avolve SAAS Solution
component parts that are not authorized by this Agreement. Customer's use of such
third party software is limited to only in conjunction with Avolve SAAS Solution and
Customer acknowledges that it is not allowed to modify such third party software or
use it independent from Avolve SAAS Solution. TO THE MAXIMUM EXTENT
PERMITTED BY LAW,THE CUSTOMER WAIVES,AND WILL CAUSE ITS USERS TO WAIVE,
ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTY SOFTWARE
VENDORS THAT ARISE UNDER THIS AGREEMENT.
2. If Customer purchases from Avolve hosting of the Avolve SAAS Solution on the
Microsoft® Windows Azure' platform, the terms and conditions for such cloud
services as such may be updated by Microsoft Corporation from time to time, are
found online on at https://docs.microsoft.com/en-us/partner-center/agreements.
Customer acknowledges and agrees THAT (A) THE HOSTED SERVICES WILL BE
PERFORMED SOLELY AND EXCLUSIVELY SUBJECT TO THE APPLICABLE MICROSOFT
CORPORATION'S CUSTOMER AGREEMENT (the "Microsoft Customer Agreement) ,
(B)THAT AVOLVE DOES NOT GUARANTY MICROSOFT CORPORATION'S OBLIGATIONS
PURSUANT TO THE MICROSOFT CUSTOMER AGREEMENT,AND(C)NOR CAN AVOLVE
GRANT ANY WARRANTIES OR ADDITIONAL TERMS TO THE CUSTOMER AS TO THE
HOSTED SERVICES UNDER THIS AGREEMENT. THE HOSTED SERVICES ARE SOLELY
GOVERNED BY THE MICROSOFT CUSTOMER AGREEMENT,TO WHICH AVOVLE IS NOT
A PARTY. Microsoft Corporation makes certain service level commitments to its
customers, which are available online in the Microsoft Corporation's SLAs at
https://azure.microsoft.com/en-us/support/legal/sla/summary/. If Customer
desires to make a claim under the Microsoft Corporation SLAs,Customer shall submit
the claim through Avolve.Avolve will escalate the claim to Microsoft Corporation for
review. If Microsoft Corporation determines that a credit is due, Avolve will credit
Customer the amount Microsoft Corporation has paid to Avolve for the SLA credit
promptly after receiving the credit from Microsoft Corporation.
h. Compatibility Updates. Avolve will make commercially reasonable efforts to update the Avolve SAAS
Solution,if and as required,to cause it to operate under new versions or releases of current operating
systems and internet browsers,within fifteen(15)months of general availability.
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Passwords. Access. Customer may designate and add Users and shall provide and assign unique
passwords and user names to each authorized User pursuant to Avolve's then-current protocols. At
Avolve's discretion, Users may be added either by Avolve or directly by Customer. Customer shall
ensure that multiple Users do not share a password or user name. Customer further acknowledges
and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
Customer will be responsible for the confidentiality and use of its Users passwords and user names.
Avolve will act as though any electronic communications it receives under such passwords,user names,
and/or account numbers have been sent by Customer. Customer agrees to immediately notify Avolve
if it becomes aware of any loss or theft or unauthorized use of any of passwords, user names, and/or
account numbers. Customer agrees not to access Avolve Cloud by any means other than through the
interfaces that are provided by Avolve.
j. Transmission Of Data. Customer understands that the technical processing and transmission of
Customer Data is necessary to use of the Avolve SAAS Solution, and consent to Avolve's interception
and storage of Customer Data. Customer understands that its Users or Avolve may be transmitting
Customer Data over the Internet, and over various networks, only part of which may be owned by
Avolve. Avolve is not responsible for any portions of Customer Data that are lost,altered,intercepted
or stored without authorization during the transmission of Customer Data across networks not owned
by Avolve.
k. Customer Responsibilities. Customer will(a)be responsible for Users'compliance with this Agreement,
(b) be responsible for the accuracy, quality and legality of Customer Data and the means by which it
acquired Customer Data, (c) be responsible for cooperating and assisting Avolve as reasonably
requested by Avolve to facilitate performance of its obligations and exercising of its rights under this
Agreement, (d) use the Avolve SAAS Solution and any other materials provided by Avolve only in
accordance with the Documentation and applicable laws and government regulations, including
complying with all applicable legal requirements regarding privacy and data protection so as to not
violate the intellectual property, privacy or any other rights of any third parties, and (e) use
commercially reasonable efforts to prevent any security breach, including any unauthorized access to
or use of the Avolve SAAS Solution. Should Customer become aware of any actual or threated security
breach, Customer shall promptly notify Avolve and take all reasonable and lawful measures within its
control that are necessary to stop the activity or threatened activity and to mitigate its effects
(including,where applicable, by discontinuing and preventing any unauthorized access to the Avolve
SAAS Solution). Customer shall provide sufficient notice to, and obtain sufficient consent from, its
Users and any other party providing personal data to Avolve and its suppliers(including the Microsoft
Corporation)to permit the processing of data by Avolve and its supplier,and their respective affiliates,
subsidiaries,and service providers solely to the extent such processing of data is expressly allowed for
under this Agreement, including for the purpose of disclosing it to law enforcement or other
governmental authorities as directed by Avolve solely to the extent Avolve is required to do so by law,
or otherwise mutually agreed to in writing by the parties.
Data Backup. The Avolve SAAS Solution is programmed to perform data backups of Customer Data
stored within the Avolve SAAS Solution in accordance with Avolve's then-current standard storage
limits and data backup practices(available upon request). Additional data backups may be purchased
for an additional fee from Avolve and such additional data backup services shall be documented in an
SOW pursuant to Section B of this Agreement. In the event of any loss, destruction, damage or
corruption of Customer Data caused by Avolve or the Avolve SAAS Solution, Avolve, as its sole
obligation and liability and as Customer's sole remedy, will use commercially reasonable efforts to
restore Customer Data from Avolve's most current backup of Customer Data.
m. Ownership. Customer acknowledges and agrees that Avolve owns all right,title,and interest in and to
all intellectual property rights (including all derivatives or improvements thereof) in the Avolve SAAS
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Solution and any suggestions, enhancements requests, feedback, recommendations or other
information provided by Customer or any of its Users related to the Avolve SAAS Solution. Customer's
use rights to the Avolve SAAS Solution and the related materials supplied by Avolve pursuant to this
Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of
this Agreement. No right of ownership,expressed or implied,is granted under this Agreement.
2. Security. The security, privacy and data protection commitments set forth in this Agreement only apply to
products and services provided by Avolve directly to Customer and do not include any products or services
resold by Avolve hereunder,including any hosting services provided by Microsoft Corporation pursuant to the
Customer's Microsoft Customer Agreement.
a. Security Program. Avolve has implemented and maintains an information security program that
incorporates administrative, technical, and physical safeguards designed to protect the security,
confidentiality, and integrity of the Customer Data provided by Customer and its Users to Avolve in
accordance with this Agreement.
b. Annual Audit. Avolve will use commercially reasonable efforts to conduct an annual security audit of
Avolve using an independent third party selected by Avolve. Upon the Customer's written request,a
copy of the final report from any such audit shall be promptly provided the Customer. The Customer
agrees that any such reports or other information provided to Customer concerning any audit shall be
the Confidential Information of Avolve.
c. Security Breach. Avolve will notify Customer promptly and in no event later than one(1) business day
following Avolve's discovery of a Data Security Breach (defined below) and shall (i) undertake a
reasonable investigation of the reasons for and the circumstances surrounding such Data Security
Breach and (ii) reasonably cooperate with Customer in connection with such investigation, including
by providing Customer with an initial summary of the results of Avolve's investigation as soon as
possible, but in all cases within two (2) business days after the date Avolve discovered or reasonably
suspected a Data Security Breach, and then regular updates on the investigation as it progresses;(iii)
•
not make any public announcements relating to such Data Security Breach without Customer's prior
written approval,which shall not be unreasonably withheld;(iv) use commercially reasonable efforts
to take all necessary and appropriate corrective action reasonably possible on Avolve's part designed
to prevent a recurrence of such Data Security Breach;(v)collect and preserve evidence concerning the
discovery,cause,vulnerability,remedial actions and impact related to such Data Security Breach,which
shall meet reasonable expectations of forensic admissibility; and (vi) if requested by Customer, at
Customer's cost, provide notice to individuals or entities whose Confidential Information was or may
have been affected in a manner and format specified by Customer. In the event of any Data Security
Breach is caused by Avolve,Customer shall have, in addition to all other rights and remedies available
under this Agreement,law and equity,the right to terminate the Agreement upon thirty(30)days prior
written notice. For purposes of this Agreement,the term"Data Security Breach"shall mean any of the
following occurring in connection with Customer Data in connection with Customer's and its Users'
authorized use of the Avolve SAAS Solution: (a)the loss or misuse of Customer Data;and(b)disclosure
to,or acquisition,access or use by,any person not authorized to receive Customer Data,other than in
circumstances in which the disclosure, acquisition,access or use is made in good faith and within the
course and scope of the employment with Avolve or other professional relationship with Avolve and
does not result in any further unauthorized disclosure,acquisition,access or use of Customer Data.
d. Signatures. The parties shall use electronic signatures for all agreements unless otherwise prohibited
by law. Prior to any public disclosure of any document containing a signature,the signature shall be
redacted by the disclosing party in a manner which renders it illegible and unable to be copied.
3. Suspension Right. Avolve reserves the right to include disabling devices in the service and software provided
under this Agreement and to use such disabling devices to suspend access and/or use when any payment is
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overdue or when Avolve believes that Users are using the Avolve SAAS Solution and/or any other materials or
services provided by Avolve hereunder not in accordance with the Documentation, this Agreement and/or
applicable laws and government regulations. In addition,if Customer is using Microsoft Corporation for hosting
services, Microsoft Corporation may terminate or suspend Customer's hosting services in accordance with the
Customer's Microsoft Customer Agreement and,should this happen, Customer will not be able to access the
Avolve SAAS Solution. Customer agrees that Avolve shall not be liable to Customer, Users or to any third party
for any suspension or inability to access the Avolve SAAS Solution pursuant to this Section A(3). If suspended
for failure to pay, upon payment in full of all amounts overdue (including any interest owed), Customer may
request the reactivation of its account. Avolve shall reactivate promptly after receiving in advance all applicable
reactivation fees,provided that Avolve has not already terminated this Agreement.
4. Ownership and Disposition of Customer Owned Data. Hosting Location. "Customer Data" refers to the data
provided by the Customer that resides in the Customer's Avolve SAAS Solution environment,including any plan
review, project drawings and associated project documents. Customer shall own all Customer Data that may
reside within Contractor's hosting environment, to include Disaster recovery site, equipment and media.
Contractor is granted no rights hereunder to use the Customer Data except to the extent necessary to fulfill its
obligations to Customer under this Agreement. Unless approved in writing by Customer,Avolve shall host the
Avolve SAAS Solution provided to Customer hereunder from a data center located within the United States.
Upon termination or expiration of Customer's right to use the Avolve SAAS Solution for any reason other than
Customer's uncured material breach,for the first thirty(30)calendar days following termination or expiration,
Customer may request in writing that Avolve provide an copy of Customer's then-current Customer Data and,
for no additional cost,Avolve shall provide a copy in a mutually agreed upon format on media supplied by the
Customer. If the parties are unable to mutually agree upon the format or the media supplied by Customer is
not acceptable to Avolve,Avolve will use commercially reasonable efforts to still provide a copy of the Customer
Data but Avolve may charge a reasonable professional services fee for increased costs incurred. After this time
period has expired, Avolve has no further obligation to retain the Customer Data and shall use commercially
reasonable efforts to promptly delete all Customer Data from the Avolve SAAS Solution.
5. Verification. Avolve shall be permitted to audit(at least once annually and in accordance with Avolve standard
procedures, which may include on-site and/or remote audit) the usage of the Avolve SAAS Solution and any
other materials provided by Avolve to Customer. Customer shall cooperate reasonably in the conduct of such
audits. In the event an audit reveals that(i) Customer underpaid fees to Avolve and/or(ii)that Customer has
used in excess of the use rights granted herein, Customer shall pay such underpaid fees for such excess usage.
Reasonable costs of Avolve's audit shall be paid by Customer if the audit results indicate usage in excess of the
authorized quantities or levels. Avolve reserves all rights at law and equity with respect to both Customer's
underpayment of fees and usage in excess of the authorized quantities or levels.
SECTION B. —PROFESSIONAL SERVICES AND SOWS
1. Statements of Work. From time-to-time during the Term of this Agreement, the parties may enter into
statements-of-work (each being an "SOW") for Avolve SAAS Solution use rights (including additional storage)
and/or Professional Services on terms mutually agreed in writing between the parties in the SOW, including,
without limitation, scope of services, expected deliverables, milestone dates, acceptance procedures and
criteria,fees and other such matters. No SOW shall be binding until executed by both parties. Each SOW will
be incorporated into and subject to this Agreement. In the case of any conflict between the SOW and this
Agreement,this Agreement shall control unless the SOW specifically states otherwise.
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SECTION C. —GENERAL TERMS AND CONDITIONS
1. Fees.
a. Implementation SOW and Additional Storage Fees. The Implementation SOW includes the Avolve SAAS
Solution subscription fees, as well as the training and implementation professional services; which,
unless set forth otherwise in the Implementation SOW,shall be invoiced by Avolve in full, in advance
on the Effective Date. Additional storage fees shall be as set forth in the then-current standard storage
limits and data backup practices document, a copy of which is available from Avolve upon request.
Additional storage fees will be invoiced in accordance with the then-current standard storage limits
and data backup practices document.
b. Other SOWs. Any SOWs that Avolve and the Customer may execute from time to time during the Term
of this Agreement shall include within them the applicable fees, including whether the Avolve SAAS
Solution subscription fees and/or Professional Services fees are being paid by Customer through
Financing Company, by Customer through another paying agent, or by Customer directly to Avolve.
Unless otherwise specified in the SOW, Professional Services fees will be invoiced as the Professional
Services are delivered and Avolve SAAS Solution subscription fees will be invoiced yearly, in advance,
in full at the time the SOW is executed.
c. General Terms. Unless set forth otherwise in an SOW, payment on all invoiced amounts shall be due
thirty(30)days from receipt of invoice,with past due amounts accruing interest at the rate of the lesser
of either 18%per annum or the maximum amount as allowed by law.
Avolve will invoice for the Avolve SAAS Solution subscription fees yearly,in advance,with the first invoice being
issued on the Effective Date of this Agreement. The Customer agrees to pay all invoiced subscription fees net
thirty (30) days from receipt of invoice, with past due amounts accruing interest at the rate of the lesser of
either 18%per annum or the maximum amount as allowed by law. All fees are due in advance,irrevocable and
non-refundable(except as expressly set forth otherwise in this Agreement). Customer agrees to provide Avolve
with complete and accurate billing and contact information.
2. Taxes. Fees and other charges described in this Agreement do not include federal,state or local sales, foreign
withholding,use,property,excise,service,or similar transaction taxes("Tax(es)'')now or hereafter levied,all of
which shall be for Customer's account. Any applicable direct pay permits or valid tax-exempt certificates must
be provided to Avolve prior to the execution of this Agreement. If Avolve is required to pay Taxes, Customer
shall reimburse Avolve for such amounts.
3. Term. Except if terminated earlier in accordance with this Section C(3),this Agreement shall commence on the
Effective Date and shall continue for the longer of either (a) the expiration of the Subscription Term for the
Avolve SAAS Solution or(b) the completion of all Professional Services under all SOWs. Except as otherwise
provided in any SOW, UPON THE EXPIRATION OF THE INITIAL TERM, THE SUBSCRIPTION TERM SHALL
AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS EACH EQUAL TO TWELVE (12) MONTHS, AT
AVOLVE'S THEN CURRENT FEES FOR CUSTOMER'S THEN CURRENT USAGE, UNLESS EITHER PARTY PROVIDES
NOTICE OF NON-RENEWAL AS SET FORTH IN THIS SECTION C(3). Avolve will provide notice of non-renewal or a
notice of the fees due for each Renewal Term at least sixty(60)days prior to the commencement of the Renewal
Term. If a notice of fees is provided, it will be in the form of an invoice. Customer acknowledges that it is its
responsibility to provide a current email address to Avolve and to monitor such address for such notices.
Customer may elect not to renew a Subscription Term by providing notice to Avolve at least thirty (30) days
prior to the commencement of the Renewal Term.
4. Termination. In addition to any termination rights that may be set forth in a specific SOW, either party may
terminate this Agreement immediately upon written notice in the event that the other party materially breaches
this Agreement and thereafter has failed to cure such material breach (or commenced diligent efforts to cure
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such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving
written notice thereof. Without prejudice to either party's rights to terminate set forth in the prior sentence,if
Customer has purchased from Avolve hosting of the Avolve SAAS Solution on the Microsoft®Windows Azure'
platform, and Microsoft Corporation terminates the Customer's Microsoft Customer Agreement during a
Subscription Term,Avolve and Customer shall act in good faith to determine a mutually acceptable replacement
provider promptly upon receiving notice of Microsoft Corporation's intent to terminate the Customer's
Microsoft Customer Agreement.
5. Force Maieure. Any delay or nonperformance of any provision of this Agreement(other than for the payment
of amounts due hereunder)caused by conditions beyond the reasonable control of the performing party shall
not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be
deemed to be extended for a period equal to the duration of the conditions preventing performance.
6. Confidentiality. Each party shall use commercially reasonable efforts to hold confidential information
("Confidential Information")of the other in confidence. All Confidential Information(including but not limited
to data)shall(i) remain the sole property of the disclosing party and (ii) be used by the receiving party only as
authorized herein. Information will not be considered to be Confidential Information if(i)available to the public
other than by a breach of this agreement;(ii)rightfully received from a third party not in breach of any obligation
of confidentiality,(iii)independently developed by or for a party without access to Confidential Information of
the other; (iv) lawfully known to the receiving party at the time of disclosure, (v)produced in compliance with
applicable law, securities reporting requirement or a government or court order, provided the other party is
given notice and an opportunity to intervene;or(vi) it does not constitute a trade secret and more than three
(3) years have elapsed from the date of disclosure. If Avolve receives a request for Customer Data (either
directly or as redirected to Avolve by the Microsoft Corporation),then Avolve shall redirect the law enforcement
agency to request that data directly from Customer. If compelled to disclose Customer Data to law
enforcement, then Avolve shall promptly notify Customer and provide a copy of the demand, unless legally
prohibited from doing so. To the extent required by law,Customer shall notify individual Users that their data
may be processed for the purpose of disclosing it to law enforcement of other governmental authorities as
directed by Avolve,and shall obtain the User's consent to the same.
7. Indemnification; Limitation of Liability.
a. Indemnification. If a third party makes a claim against the Customer that any Customer's use of the
Avolve SAAS Solution in accordance with the terms of this Agreement infringes such third party's
intellectual property rights,Avolve,at its sole cost and expense,will defend Customer against the claim
and indemnify Customer from the damages,losses,liabilities,costs and expenses awarded by the court
to the third party claiming infringement or the settlement agreed to by Avolve,provided that Customer:
(i)notifies Avolve promptly in writing of the claim;(ii)gives Avolve sole control of the defense and any
settlement negotiations; and (iii) gives Avolve reasonable assistance in the defense of such claim. If
Avolve believes or it is determined that the Avolve SAAS Solution has violated a third party's intellectual
property rights,Avolve may choose to either modify the Avolve SAAS Solution to be non-infringing or
obtain a license to allow for continued use, or if these alternatives are not commercially reasonable,
Avolve may terminate Customer's use rights and refund any unused, prepaid fees Customer may have
paid to Avolve. Avolve will not indemnify the Customer to the extent that the alleged infringement
arises from(1)the combination,operation,or use of the Avolve SAAS Solution with products,services,
information, materials, technologies, business methods or processes not furnished by Avolve; (2)
modifications to the Avolve SAAS Solution,which modifications are not made by Avolve;(3) failure to
use updates to the Avolve SAAS Solution provided by Avolve;or(4)use of Avolve SAAS Solution except
in accordance with any applicable Documentation or specifications. This section provides THE SOLE,
EXCLUSIVE,AND ENTIRE LIABILITY OF AVOLVE AND ITS LICENSORS TO CUSTOMER,AND IS CUSTOMER's
SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS.
Exhibit
02092017 Page 11 of 31
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b. Limitation of Liability. In no event will Avolve be liable for special, indirect,incidental, consequential,
or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of
data,interruption of business activities,or failure to realize savings arising out of or in connection with
this agreement, including without limitation use of the Avolve SAAS Solution and the provision of the
Professional Services. Except for direct damages and expenses associated with Avolve's obligation to
indemnify Customer pursuant to Section C(7)(a),Avolve's aggregate,cumulative liability for damages
and expenses arising out of this Agreement,whether based on a theory of contract or tort, including
negligence and strict liability, will be limited to the amount of fees receive by Avolve under this
Agreement (which fees may have been received by Avolve from Financing Company or directly from
Customer). Such fees reflect and are set in reliance upon this limitation of liability. The limited
remedies set forth in this Agreement shall apply notwithstanding the failure of their essential purpose.
8. Support;Warranties.
a. Support. During the Customer's Subscription Term,at no additional cost to the Customer,Avolve shall
provide the Avolve SAAS Solution in accordance with Avolve's Service Level Agreement (attached
hereto as Exhibit 1).
b. Warranties. Customer warrants and covenants that it owns or otherwise has and will have the
necessary rights and consents in and relating to the Customer Data so that,as received by Avolve and
processed in accordance with this Agreement, they do not and will not infringe, misappropriate or
otherwise violate any intellectual property rights, or any privacy or other rights of any third party or
violate any applicable laws or and government regulations, including but not limited to all foreign,
United States federal and United States state recording laws. If Customer is purchasing from Avolve
resold rights to Microsoft Cloud for US Government, Customer further warrants that it is one of the
following: (i)a bureau, office,agency,department or other entity of the United States Government;
(ii) any agency of a state or local government in the United States; (iii) any United States county,
borough,commonwealth,city, municipality,town,township,special purpose district,or other similar
type of governmental instrumentality established by the laws of Customer's state and located within
Customer's state jurisdiction and geographic boundaries; or (iv) a federally-recognized tribal entity
performing tribal governmental functions and eligible for funding and services from the US Department
of Interior by virtue of its status as an Indian tribe.
c. Disclaimer. Avolve AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES
STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO
WARRANTY IS GIVEN AS TO ACCURACY, ERROR-FREE OR UNINTERRUPTED SERVICE. CUSTOMER
ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES,ANY AVOLVE MATERIALS,
THE AVOLVE SAAS SOLUTION OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR
SUFFICIENT FOR ITS PURPOSES. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION
OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Avolve makes no warranties or conditions as to any services or products distributed under a third-party
name,copyright,trademark or trade name that may be offered with or incorporated with the Avolve
SAAS Solution or Professional Services provided by Avolve hereunder (such as the Microsoft hosting
services). To the maximum extent permitted by law,Avolve will have no liability in connection with
the third-party services or products.
9. Notices: Any notices being given by this Agreement shall be in writing and shall be effective if delivered
personally, sent by prepaid courier service, sent by prepaid mail, or sent by facsimile or electronic
communication (confirmed on the same or following day by prepaid mail). All correspondence shall be
addressed to the parties as follows:
If to Avolve: If to Customer:
Exhibit
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Mr.Jay Mayne Customer Contact Name
CFO Title
Avolve Software Corporation City of Carmel,IN
4835 E.Cactus Rd.,Suite 420 One Civic Square
Scottsdale,AZ 85254 Carmel,IN 46032
10. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Customer's
state of domicile.
11. Entire Agreement. This Agreement, together with any SOWs, constitutes the entire agreement and
understanding between the parties and supersedes any prior agreements, representation, or understandings,
whether oral or written,relating to the services provided hereunder.
12. Severability. Should any court of competent jurisdiction declare any term of this Agreement void or
unenforceable,such declaration shall have no effect on the remaining terms hereof.
13. Assignment. These services and any other information or rights provided by Avolve,may not be sold, leased,
assigned,sublicensed or otherwise transferred in whole or in part. Customer may not assign this Agreement or
the benefits there from in whole or in part without the prior written consent of Avolve,which consent shall not
be unreasonably withheld. Any assignment made in conflict with this provision shall be voidable at the option
of Avolve.
14. Independent Contractor. Avolve is an independent contractor and not an employee of the Customer. Any
personnel performing services under this Agreement on behalf of Avolve shall at all times be under Avolve's
exclusive direction and control. Avolve shall pay all wages,salaries,and other amounts due such personnel in
connection with their performance of services under this Agreement and as required by law. Avolve shall be
responsible for all reports and obligations respecting such additional personnel, including, but not limited to:
social security taxes,income tax withholding,unemployment insurance,and worker's compensation insurance.
15. Amendment. This Agreement may only be modified by written amendment signed by authorized
representatives of both parties.
16. Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between
provisions of the components of this Agreement:(i)this Agreement and(ii)the applicable Avolve Support SLA
or SOW. Notwithstanding the foregoing,if any part of the Avolve Support SLA or SOW expressly states that it
shall control over the Agreement,it shall so control.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the dates set forth below.
Avolve Software rporation Carmel,IN
By: By:
Name: \./ ✓ Mcooll '- Name:
Title: Gr Title:
Date: '/ - V I Date:
Exhibit A
02092017 Page 13 of 31
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EXHIBIT 1 —SERVICES SERVICE LEVEL AGREEMENT(SLA)
SUPPORT PROCESS AND SERVICE LEVEL AGREEMENT
Avolve's current support process and service level commitments("Support")are defined below.
Support Portal. Avolve provides Support through its Support Portal (https://support.avolvesoftware.com). All issues
can be logged using the portal or through an on-call support number. Customer personnel receive Support Portal login
credentials promptly following purchase of rights to use the Avovle SAAS Solution. After a login is received,the Customer
may enter, track, update, and report on trouble ticket, as well as communicate with Avolve helpdesk staff via phone,
email,web meeting, and/or ticket notes. Help, FAQs, Documentation, and a Knowledge-base are also available at the
Avolve support portal.
Support Hours. 24x7 live customer support.
Planned Downtime. Avolve or its third-party agent may render the Avolve SAAS Solution unavailable in order to perform
upgrades, updated, patches, enhancements and routine maintenance activities, so long as the Avolve SAAS Solution is
only unavailable to Customer and its Customer Users outside of the hours of 7 AM through?PM Mountain Standard Time
on business days during the Subscription Term. Avolve shall provide no less than five(5)days advance notice to Customer
of any planned downtime. Customer acknowledges that in the case of emergencies,Avolve or its third-party agents may
render the Avolve SAAS Solution unavailable in order to address the emergency. In such situations,if reasonably feasible,
Avolve will provide notice to Customer in advance of rending the Avolve SAAS Solution unavailable or,if not reasonably
feasible, notice to Customer promptly following the rendering of the Avolve SAAS Solution unavailable. Customer
understands and agrees that Avolve shall not be liable for any such interruption in access to the Avolve SAAS Solution for
downtime occurring pursuant to this paragraph(collectively,referred to herein as"Planned Downtime").
On-Site Emergency Support. Customer may request on-site emergency operational support services as a separate and
distinct billable service. In such cases and at its discretion,Avolve will dispatch appropriate technical staff to deliver on-
site technical services.
Problem Determination and Resolution. Avolve resources are allocated to resolve reported problems based on the
severity level as described in the following table. Avolve uses commercially reasonable efforts to provide a prompt
acknowledgement, acceptable resolution, workaround, or a plan for the provision of a resolution or acceptable
workaround in the timeframe set forth below:
Severity
Level Definition Response Time Resolution Commitment
• An error that causes a The support engineer(during business or non-
catastrophic failure business hours)will try to resolve the issue
substantially impacting within 15-30 mins. If it requires further
Customer's business. investigation and longer resolution time;it is
1 Hour via 800# passed onto tier 2 or 3 support during
System
Down` (1 Hour if ticket business hours*.
submitted online) Infrastructure issues are often resolved
quickly such as server or system restart.
Any potential system alerts will be promptly
addressed in an effort to avoid issues from. •
occurring. •
Exhibit A
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Severity Definition Response Time Resolution Commitment
Level
An error that causes Avolve The support engineer(during business or non-
product to fail without business hours)will try to resolve the issue
significant business impact or within 15-30 mins. If it requires further
causes a substantial investigation and longer resolution time,it is
reduction in performance. 1 Hour via 800# passed onto tier 2 or 3 support during
High (24 Hours if ticket business hours*.
submitted online) Infrastructure issues are often resolved
quickly such as server or system restart.
Any potential system alerts will be promptly
addressed in an effort to avoid issues from
occurring.
• Anierror,that causes only `1 Hour via 800# Avolve and Customer will commit resources
.. ,
-Medium mpqr impact on use of the <(72 Hours if ticket during normal business hours*for problem
product -submitted onlin•e) resolution;.
A service request for a new 1 Hour via 800#
feature,additional Avolve and Customer will commit resources
Low documentation,or an (Within 5 days if during normal business hours*for problem
explanation of product ticket submitted resolution.
functionality. online)
*Normal Business Hours:8:00 a.m.through 5:00 p.m., Monday through Friday(excluding standard holidays),Mountain
Standard Time.
• Response Time. Once a problem has been reported,the Customer receives an acknowledgement by email,
phone or the through the support portal. Avolve will begin the process of problem determination and
resolution at this point. The time the ticket is submitted and the response time will be logged to ensure
SLA is met.
• Status Updates. During the problem determination and resolution process,Customer may receive regular
communications,via email,phone or the support portal,as to the status of the problem determination and
resolution. All communications should be logged in Avolve's support system including date, time, and
contact name. This helps Avolve and the customer determine the status and duration of the issue reported.
• Resolution. In response to the problem reported, Customer will receive, as appropriate, one of the
following resolutions:an existing correction, a new correction,a viable workaround,or a plan on how the
problem will be addressed.
• Severity Re-classification. If Customer determines that the severity of a previously reported issue should
be re-classified or escalated,it should contact Avolve Support with request.
Unsupported Issues. Avolve does not cover under Support, and the SLA does not include, the following conditions
(collectively,the"Unsupported Issues").
• Any Avolve SAAS Solution use not covered by an active support contract and/or not in compliance with a
valid agreement with Avolve. Authorized users of the Avolve SAAS Solution are entitled to Support as part
of their use fee.
• Any Avolve SAAS Solution that is altered or modified other than as approved in writing by Avolve.
Exhibit
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• Software installed on any computer hardware/software configurations not supported by Avolve.
• Problems caused by misuse or misapplication of the Avolve SAAS Solution,including any anomalies and/or
failures in test or production operating environments that impact the Avolve SAAS Solution and are
determined to have their cause due to unwarranted Customer decisions, actions, system configuration/
modification,policies and/or procedures.
• Problems caused by Customer's custom application code authorized to be developed using Avolve APIs as
set forth in the documentation accompanying such API and the Customer's Agreement.
• Problems caused by updates or upgrades of 3rd party applications that are integrated with Avolve products
and/or services.
• Services required to implement any updates, upgrades or releases on Customer's network, as well as all
other operational support issues,are not included with Avolve Support. Such additional services may be
purchased for an additional fee.
• All Training programs, regardless of software version updates and/or upgrades.
• Operational Support including but not limited to: (a) Windows configuration issues; (b) SQL Database
maintenance and or tuning; (c) VMWare tuning or configuration; (d) Firewall configuration; (e) Network
performance;(f)End-User browser support;(g)User-modified and new workflows or eForms.
• Any other reasons set forth in the Customer's Agreement,including without limitation any down-time due
to Microsoft Corporation.
Avolve, in Its sole discretion, shall determine whether any of the foregoing exclusions are applicable to Customer. Any
services provided for exclusions shall be paid by Customer at Avolve's then-current rates, as well as all travel and other
expenses incurred by Avolve in providing such services.
Customer's Obligations for Operational Support. To facilitate clear and consistent communication and timely issue
resolution, Customer shall designate up to two contact persons for technical support processes. These individuals are
responsible for initiating support requests,communicating with Avolve technical support personnel,and monitoring the
support process with Avolve. Timely Customer response to Avolve requests for information during issue resolution is a
necessary pre-requisite to Avolve's providing Support. Avolve also requires remote access to the Customer system for
the purpose of problem determination and analysis. Where reasonably necessary to provide Support, Customer shall
provide Avolve's technical support personnel reasonable, remote access'capabilities into Customer's systems. Upon
Avolve's request,Customer will also provide reasonable supporting data to aid in the identification and resolution of the
issue.
Service Level Commitment
Avolve will use commercially reasonable efforts to make the Avolve SAAS Solution Available with an Annual Uptime
Percentage of at least 99.99%, excluding Planned Downtime. In the event that Avolve does not meet this uptime
commitment, Customer will be eligible to receive a service credit for 1% of the monthly fee for each one (1) hour of
downtime during Customer's normal business hours,up to 50%of Customer's Pro-Rated Monthly Subscription Fee.
Definitions
• "Annual Uptime Percentage" is calculated by subtracting from 100%the percentage of 10-minute periods
during a calendar month in which the Avolve SAAS Solutions was Unavailable to Customer.
• "Availability"means the ability to log into the Avolve SAAS Solution.
Exhibit
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• "Claim"means a claim for a service credit Customer submits by opening a support case with Avolve,on the
basis that the hosted Avolve SaaS Product infrastructure has been Unavailable to Customer during a service
month.
• "Pro-Rated Monthly Subscription Fee" is calculated by dividing the Customer's applicable annual Avolve
SAAS Solution subscription fee by twelve.
• "Unavailability"means the inability to log into the Avolve SAAS Solution.
Service Credit Requests
To receive a service credit,Customer must notify Avolve and submit a Claim within thirty(30)days from the incident that
would be the basis for the claim. To be eligible,the Claim must include(a)the dates,times,description and duration of
each incident experienced;and (b)the Customer's event logs or any other system telemetry that document the errors
and corroborate the claimed Unavailability (any confidential or sensitive information should be removed). Failure to
provide a timely Claim,which includes all the required information,will disqualify the Claim and Customer from receiving
a service credit. If Avolve validates the Claim,then Avolve will promptly issue the service credit.
Service Credit Provisions
Service credits are Customer's sole and exclusive remedy for any failure of Avolve to provide the Avolve SAAS Solution in
accordance with the terms of the Agreement. Service credits shall be a credit toward future services only and do not
entitle Customer to any refund or other payment from Avolve. Service credits may not be transferred,applied to another
account,exchanged for,or converted to monetary amounts.
The maximum service credits awarded with respect to Claims the Customer submits in any calendar month shall not,
under any circumstance, exceed in the aggregate 50%of the Customer's Pro-Rated Monthly Subscription Fee for such
month. Avolve will use all information reasonably available to it to validate Claims and make a good faith judgment on
whether a service credit should be applied to the Claim.
SLA Exclusions
This SLA does not apply to any Availability or Unavailability of the Avolve SAAS Solution:
• During Planned Downtime;
• Caused by Unsupported Issues;
• Caused by factors outside of Avolve's control, including any force majeure event or interruption or
impediment to Internet access or related problems;
• That result from Customer's equipment, software or other technology and/or third party equipment,
software or other technology,including any third party hosting providers;
• That resulted from Planned Maintenance or associated to beta, evaluation, non-production systems, and
trial services accounts;
• That result from any actions or inactions from Customer or any third party, including employees, Users,
agents,contractors,or vendors,or anyone gaining access to the hosted Avolve SaaS Product infrastructure
by means of Customer's(and its Users')passwords or equipment;
• Arising from Avolve's suspension and termination of Customer's right to use the hosted infrastructure in
accordance with the Agreement;and
Exhibit
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• That result from Avolve application software implementation errors caused by configuration,
customization,installation,or human errors.
• Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to
Customer. Avolve may, but is not obligated to, issue a Service Credit in Avolve's sole discretion where
Customer's use of the Avolve SAAS Solution may be Unavailable due to factors other than expressly
provided here in this SLA.
•
Exhibit /I\
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EXHIBIT 2—Form of Implementation SOW
Exhibit A
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Electronic Document Management & Collaboration Solution
Carmel, IN
("Customer")
Proposed Statement of Work for:
Implementing Microsoft Azure Environment
Environment Migration from Superion to Avolve/Microsoft Azure
ProjectDox Integration to CityWorks
May 17, 2019
III
.JuICI till®i.
NDIANP'
v oOv
professional services
4835 East Cactus Road Suite 420,Scottsdale,Arizona 85252
Phone:602.714.9774 www.avolvesoftware.com AExhibit
12072018 Page 20 of 31
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EXECUTIVE SUMMARY
This Statement of Work will focus on the Setup of a Production and Test Environments in the Avolve Microsoft Azure Cloud and the
migration of the Customers ProjectDox data from its current server environment hosted by Superion to the new Avolve Cloud. The
project will also include converting the integration with the Pentamation permitting system for two(2)licensed workflow definitions and
any running workflow instances to use a new base integration to the Customers new permitting system,City Works. Avolve intends to
utilize web services,in a standardized,off the shelf manner and leverage Avolve best practices achieve the highest business value for
the customer(the"Project).
SCOPE OF WORK(MILESTONES)
Setup Offsite j Remote
Setup of a single environment.Project pre-planning,including draft project plan,communication plan etc.are associated to this stage
of the project.Additional environments to be implemented will be factored into the project plan and based on the sales
order/agreement.
• Provisioning of all applicable products and modules in a SaaS environment as specified on the Purchase
Agreement/Sales Order.The date of acceptance for this milestone is the Software Acceptance Date.
Data Migration
Avolve will work with the Customer and their third party vendor,Superion to migrate the customers ProjectDox data to the new Avolve
Cloud. This will include the data transfer of files and the database and the configuration of the application to work within the new
environment.
Configuration Requirements Session* Remote
Review the integration touch points to implement a base integration to the Customer's permitting system City Works compiling the
information into the configuration requirements document. The integration is defined as custom to account for the additional
implementation work necessary to convert the City's existing integration to the Pentamation permitting system to the newly designed
base integration for the City's new permitting system,City Works. The base integration will be configured into the workflow
definitions for two(2)licensed workflows for the ProjectDox sites and applied to running workflow instances for existing projects.
Assurance services afforded the project may be leveraged for work identified as outside the scope of the project.
• ProjectDox Configuration Requirements Document
o Custom Integration work not to exceed 44.44 hours
■ Base Integration permitting system touchpoint discussion for City Works
▪ Project Creation—Required application data is pushed from the permitting system to the ProjectDox
application using the Avolve provided REST API and configuration of the ProjectDox Windows Service
Process. Required field for project creation:
• Permit Number/Project Name(Key value)
• Description
• Applicant/Submitter First Name
• Applicant/Submitter Last Name
• Applicant/Submitter Email Address
• Permit/Project Type
a Application Data—Pull of data from the permitting system to display of up to 18 read-only permit
application data fields within the plan review process.
o Final Approval Status—Push a final status of log event of approved to the permitting system API
indicating to the permitting system that all reviews are approved in ProjectDox.
• Project Plan(task list/schedule/resource assignments)not to exceed budget
Exhibit
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Integration* Offsite I Remote
Configuration of applicable software products,forms and the workflows based on the configuration requirements document findings.
This includes the development of the integration work defined in this Statement of Work and confirmed during requirements
discussions.
• Configured Working products and modules as specified in the Purchase Agreement!Sales Order
o Configured Working ProjectDox Application
• Base Integration
User Acceptance Training(UAT) Remote
The Avolve project manager will provide guidance to the client on methods to test the designed process and system to work
towards user acceptance.The Avolve project manager will work with the client to schedule time offsite per process and based on
available professional service hours for the project.Customer will validate the system configuration,forms,emails and integration
and document any identified issues in the RIT(Risks, Issues and Tasks)document and provide to the Avolve project manager.
Avolve will resolve any identified issues to allow the customer retest to gain acceptance.
• Completion of User Acceptance Testing(UAT)
• Implementation of the Production Environment
• Code Promotion from Test to Production
Launch/Project Close Out Remote
Deployment of the workflow processes defined and a final project close out.
ACCEPTANCE PROCESS ;.'
There will be Key Deliverables,as identified below in the list of Project Key Deliverables,which will be subject to acceptance by the
Customer("Acceptance"). Upon completion of each Key Deliverable,Avolve will request from the Customer a written response within
five(5)business days after receipt thereof.Notwithstanding the foregoing or anything to the contrary in the Purchase Agreement,all
other Deliverables provided under this Statement of Work shall be deemed to have been accepted by the Customer upon delivery.If
Customer does not approve,reasons for rejection must be clearly noted.Avolve will then work with the Customer to come to
agreement on obtaining approval.The Customer shall be deemed to accept any such Key Deliverable which Customer does not
accept or reject within such period.This acceptance will initiate the invoice of the
AVOLVEPROJECT PLAN AND PROCESS
Promptly following execution of this Statement of Work,the parties shall meet to discuss the general project schedule,which will be
generally organized around the standard Avolve project On-Boarding process. Within 2 weeks,the initial project plan will be created
and sent to Customer.The Project Plan contains a schedule,a list of tasks in a schedule format,assignments of specific team
members over specific times and communication status reporting processes. The Project Plan is a living document that will be
reviewed throughout the term of this Agreement and may be adjusted as reasonably necessary,as agreed to from time to time by the
parties.
PROJECT ASSUMPTIONS AND CAVEATS:'
1. This Project was scoped based upon purchase of ProjectDox Best In Class,understanding that the site will be hosted by the
Avolve and configured per established Best-In-Class standards.This understanding forms the basis for Avolve's pricing and the
Deliverables to be provided under this Statement of Work. Any deviation from these requirements will require a change order
and may increase cost or estimated time of Project completion.
Exhibit
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2. Avolve will have full access to all Project team members from the customer as needed to complete the successful
implementation and roll out of ProjectDox.This access may require the team members of the customer to dedicate specific time
to specific detailed tasks within the Project Plan.Team member tasks will be more clearly defined during the kickoff and planning
sessions and documented in the Project Plan.
3. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements,as identified to allow
communication between Avolve Software and the Customer's permitting system in a timely fashion in order to keep the Project
Plan on schedule.
4. Customer is moving to a cloud based implementation of ProjectDox,separate from the existing on-premise installation of
ProjectDox.It is understood that data migration is not in the scope of this project,which will require
5. Customer and its third parties and/or subcontractors will fulfill the hardware requirements,as outlined in the System
Implementation Guides(standard end user document(s)that accompany each version of the Software)in a timely fashion in
order to keep the Project Plan on schedule.
6. Should the customer cause or contribute to the delay of any Deliverable,Avolve may elect to revise the Project Plan accordingly
to compensate for the delay and invoice for any applicable milestone payments to that point of the project.
7. All parties will reasonably prioritize their efforts to meet the Project Plan schedule in order to achieve a rapid roll out model. In
doing so,it is understood by all parties that multiple tasks may be in process at one time and Avolve may have more than one
Professional Services team member working on the project at one time.
8. Client will provide adequate Project management for their own resources,and/or third parties,to collaborate with Avolve's project
manager.Client subject matter experts and applicable users will be accessible and available in a timely fashion and for adequate
and reasonable durations.Avolve will make sure that scheduling of interviews and meetings are adequately in advance of these
resource allocations.
9. Customizations/Extensions required may result in increased schedule and budget,but only if documented and approved within
Assurance Services and/or a Change Request.
10. Avolve is planning to fully leverage ProjectDox as is,utilizing all built in configuration features to meet the business needs.
11. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require a modification to this
Statement of Work.
12. Customer understands that an ePlan Life Cycle implementation is a very significant digital transformation enterprise project that
requires dedicated change management from the Customer's staff. This will be key for the success of the Customer.
13. Work will not begin until an executed copy of all paperwork is complete. Work will begin at the earliest possible date at which
Avolve resources and Customer resources are available or as otherwise agreed to.
14. Avolve and Customer agree to cooperate in good faith to complete the Services and Deliverables in a timely and efficient
manner.
15. Recording of Avolve provided training or UAT(user acceptance testing)sessions is not permitted.
16. All training classes unless otherwise noted are limited to 12 persons maximum per class
Exhibit
1
12072018 Page 23 of 31
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software
*Configuration options are as described by ProjectDox documentation and as evidenced by ProjectDox administration screens.Minor
changes to Avolve ProjectDox Best Practices(Best in Class)workflows are changes to activate/deactivate and/or parametrize with
variables,existing steps in the Best Practices workflows. Customization of additional products and modules are to be within the
bounds and scope of the respective core product(s)and modifications are limited to those that are allowed by core product design.
CHANGE CONTROL PROCESS.
The"Change Control Process"is that process which shall govern changes to the scope of the Project during the life of the Project.
The Change Control Process will apply to new components and to enhancements of existing components.The Change Control
Process will commence at the start of the Project and will continue throughout the Project's duration.Additional procedures and
responsibilities may be outlined by the Project Manager identified on the signature page to the Agreement and will be included in the
Project Plan if mutually accepted.
Under the Change Control Process,a written°Change Request"(attached)will be the vehicle for communicating any desired changes
to the Project. It will describe the proposed change;the reason for the change and the effect the change may have on the Project.
The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties.
All parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the
Project's scope,schedule or price.Furthermore,any such changes that affect the scope of this SOW,schedule or price will require an
amendment to the SOW and/or any other part of the Purchase Agreement.
PRICING;TRAVEL-ANb,EXPENSE'•
Pricing and payment terms are as set forth in Purchase Agreement/Sales Order.
Travel and Expenses are estimated to be$0.00. At this time,it is believed all work will be conducted remotely.
Exhibit A,
12072018 Page 24 of 31
software
PROJECT ACTIVITIES I DELIVERABLES PAYMENT SCHEDULE
This is a preliminary deliverable and payment schedule that is subject to change based on discussions to occur post the kick-off of the project,provided that both the City and
Avolve Software agree to the new terms in writing.
'�ti 1;:9fF i it'�! �Si d '# - � 7r'dl i rta Fi r 'i ,_.u ,�;
MS# Deliverable s at .� - riw,M ,i r d sj 4 mNPa end rt:
Description �F,� 'L ' tari a Ch en �f t i Y(�
�.. , :,4..+wr�h`r``�'�yS�.aA;+V'°'�`��"��}.�lfif �.P L[y� � ,{a p,.a ,+m,�;'�a �I�t�ne�y -,�g�3i.C�c'x�aAk.�'.kticj,�y� 'u?E�,
r....1'n..,..,11.2s.+�•.,..a._.-N,c ndw.Y...',5:, h iai Z i a• R1 "LY � y•",�,:poi.7—A� v n r,,y, 4ryy h ki2tY "} KC l.,,An ou,Jf"t�'�
Nc;N. 'r 4 ,s: .s.,.�'u' lr""d...h S�F ;.3•,�.�' ._'�SyfiZ,:;:;
MSO Contract Execution Cost for ProjectDox environment integrated with Contract Signature 100% $114,154.00
CityWorks
Total Project Cost $114,154.00
C=1
12072018 • Page 25 of 31
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For the avoidance of any doubt,all right,title and interest in and to the Deliverables(including without limitation the above Key
Deliverables),as well as the intellectual property rights to such Deliverables,shall belong to Avolve,subject to the limited license
granted to the Customer pursuant to the Licensing Agreement.
STATEMENT OF WORK ACCEPTANCE
Once fully executed,this document will become the Statement of Work for the Project defined in this document. Avolve and
Customer's signatures below authorizes Avolve to begin the services described above and indicates Customer's agreement to pay
the invoices associated with these services delivered as described.
Exhibit
12072018 Page 26 of 31
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STATEMENT OF WORK ACCEPTANCE
Once fully executed,this document will become the Implementation SOW for the Project defined in this document.
Avolve and Customer's signatures below authorizes Avolve to begin the services described above and indicates
Customer's agreement to pay the invoices associated with these services delivered as described.
PAYMENT TERMS
Avolve will invoice Customer for Avolve SAAS Solution subscription fees and other professional services in
accordance with the Agreement.
EXHIBIT B: ORDER FORM
This Implementation SOW is for the ProjectDox ("Avolve SAAS Solution") and documents the implementation of
ProjectDox in a standardized, off the shelf manner (the "Project"). This Implementation SOW is entered into
pursuant to the terms of the Software as a Services Agreement to which it is attached as Exhibit A. Capitalized terms
not defined otherwise herein shall have the meaning given to them in the Agreement.
Avolve SAAS Solution: ProjectDox
Authorized Business Units: Planning,Building
License Types(if applicable): Subscription
Initial Subscription Term: 36 months
Included Storage: See below
PRICING
SAAS PROJECTDOX MODULES
•Product Name : Product Code`: Description '- Months Unit Price Total Pr)ce
Software as a Service(SaaS)for
ProjectDox Test Environments.
SaaS ProjectDox SAAS-PDOX-D4 3 Included Included
Test Environment is 50%capacity of the
Production Environment
Software as a Service(SaaS)for
ProjectDox on Production and Test
Environments.
SaaS ProjectDox SOFT-SAAS4-PDOX 9 Included Included
Software included for Production&
Test:
•ProjectDox Software Subscription
Exhibit A
Page 28 of 31
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software
•1 BIC ProjectFlow
•Permit Integration
As a guideline,the Production system
can support:
•Up to 500 permits per year*
•
•Maximum of 50 concurrent users
•1 Terabyte of content
Test Environment is 50%capacity of the
Production Environment
Avolve Hosting Security Compliance
Includes:
•SOC 2 Audited
•SSAE 18
•100%Network Uptime
•99.95%Hardware Uptime
Production Environment Security
Restrictions:
•No direct OS and hardware
configuration
•No direct custom SSRS report creation
•Project Creator Service installed on
customer site for 3rd party integration
•No VPN access
SaaS Additional
ProjectFlow SOFT-SaaS-PF3.4 1 Incremental Best-In-Class ProjectFlow 12 Included Included
Workflow for SaaS for Tier 3 and 4
*Avolve understands that the City of Carmel does more than 500 permits and plan review within ProjectDox each year. Based
on our discoveries and understanding of Carmel's current ProjectDox environment,we believe a Tier 4 Subscription will be
more then enough infrastructure to meet the cities demand on their new ProjectDox instance. We will monitor with Carmel
the bandwidth and make any future changes if needed after year 1.
Test Environment will be setup and used while Avolve integrates ProjectDox with CityWorks. If Production environment is
needed and used before the 3 months is over,we will bill month a current ProjectDox Production rate.
Exhibit
Page 29 of 31
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PROFESSIONAL SERVICES
t ofl j
prod m product Nae product Code Description Qty UOi f� Q�ta" zrf.
)iGe
Lei -
Provisioning,Configuration and
Installation of Hosted ProjectDox&OAS
Setup Fee PS.C-SETUP4 on Production and Test Environments. Included Included
Does not include data migration.
Initial Assurance Services for design and
development of a base integration for
update to existing running instances
and new instances from Trak-it
Custom ProjectFlow PS-PF.CINT Integration to City Works. Integration Included Included
Integration will use provided API's from City Works.
Design and development not to exceed
44.44 hours.
Data Migration Services to move
PS-DATA-KG existing data from Superion ProjectDox
Migration of existing environment to new ProjectDox
customer data onto environment on Microsoft Azure
the Avolve Cloud 42 hours Included Included
ProService Hourly Rate
ProService Hourly PS 225 Project Management Services for 40 Hours Included Included
Rate reconfiguration of workflow and related
management activities
20 Hours of Assurance Services-
Invoiced monthly as used$225/hour
Assurance Services PS-AS • May be used for:Report 20 Hours Included Included
Writing
• E-Form modifications
• Training
• Integration
*Includes no integration to GIS application or 3rd party databases.
Project Total: $114,154.00
Exhibit
Page 30 of 31
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software
100%of Project Fees shall be invoiced upon execution of Agreement. Payment for Grand 114,154.00
the remaining amount is due net thirty days(30)from project completion. Payment - Total:
via EFT. See notes for details. Travel and Expenses are not included in this total and
will be invoiced as incurred.
Notes:
EFT Remittance:
Avolve Software/Compass Bank
Routing#: 122105744
Account#: 2519753300
Exhibit
Page 31 of 31
PAGE '
City ®f Car a el INDIANA RETAIL TAX EXEMPT
b (
111�1l11�11b CERTIFICATE NO.003120155 002 0 PURCHASE�ORDER NUIIBER
FEDERAL EXCISE TAX EXEMPT 3"/ Le
ONE CIVIC SQUARE 35-60000972
CARMEL,INDIANA 46032-2584 THIS NUMBER MUST APPEAR ON INVOICES,A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 SHIPPING LABELSANDANYCORRESPONDENCE.
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
(4941 q 31 62 i 4-
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CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
112,fa+ lt -
`�tro 55 l Vt C ( $ 37 ti-S D . D a
Send Invoice To:
371 450 . 00
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT
• A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVj ATTACHED.
• I HEREBY CERTI THAT THERE IS AN UNOBLIGATED BALANCE IN
SHIPPING INSTRUCTIONS THISAPPROP, O S ICIE< T FOR THE ABOVE ORDER.
• SHIP PREPAID.
• C.O.D.SHIPMENTS CANNOT BE ACCEPTED. ORDERED BY
• PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
• THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 TITLE L J1Izr
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
CLERK-TREASURER
DOCUMENT CONTROL NO. 34661
•
C�tt o f CC�.r el INDIANA RETAIL TAX EXEMPT Page1 of 1
R y CERTIFIFICATE NO.O.003120155 002 0 PURCHASSE ORDER NUMBER
<,�/y FEDERAL EXCISE TAX EXEMPT 103036
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,AN
CARMEL,INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
7/26/2019 370234 ProjectDox-DOCS I Engineering Subscription
AVOLVE SOFTWARE City Engineering's Office
VENDOR 4835 EAST CACTUS ROAD SHIP 1 Civic Square
SUITE 420 TO Carmel, IN 46032-
SCOTTSDALE,AZ 85254- Kate Lustig
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
38346
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 2200 Fund: 2200 Motor Vehicle Highway
Account: 43-419.99
1 Each ProjectDox Subscription-Engineering/DOCS $12,668.26 $12,668.26
Sub Total $12,668.26
Account: 43-515.02 •
1 Each ProjectDox Subscription-Engineering I DOCS $25,683.74 $25,683.74
Sub Total $25,683.74
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Send Invoice To: `� y
City Engineering's Office \ ti i
Kate Lustig r r
1 Civic Square i _ellif-1= `�"IX
Carmel, IN 46032- Yam. �'-,:�,.,
L .: '
PLEASE INVOICE IN DUPLICATE
DEPARTMENT I ACCOUNT I- PROJECT I PROJECT ACCOUNT I AMOUNT
PAYMENT $38,352.00
SHIPPING INSTRUCTIONS 'AlP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
'SHIP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
'C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL 1,4.....47 C.:_c.4
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 194:
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Jeremy Kashman James Crider
TITLE Director Administration
CONTROL NO. 103036 CLERK-TREASURER
e
City Carmel IR IFICA RETAIL TAX EXEMPT PE O 1 Ef 1
of CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
FEDERAL EXCISE TAX EXEMPT 103035
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,AY
CARMEL,INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
7/26/2019 370234
AVOLVE SOFTWARE Dept of Community Service
VENDOR 4835 EAST CACTUS ROAD SHIP 1 Civic Square
SUITE 420 TO Carmel, IN 46032-
SCOTTSDALE,AZ 85254-
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
38345
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 1192 Fund: 101 General Fund
Account: 44-632.02
1 Each Cityworks Software $38,352.00 $38,352.00
Sub Total $38,352.00
'/. ') :Z,P<5. \
4.,
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Send Invoice To:
Dept of Community Service N`• fti .)i rr `'` �yam.
1 Civic Square
Carmel, IN 46032-
PLEASE INVOICE IN DUPLICATE
DEPARTMENT I ACCOUNT I PROJECT PROJECT ACCOUNT 1 AMOUNT
PAYMENT $38,352.00
SHIPPING INSTRUCTIONS 'A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
SHIP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBUGATED BALANCE IN
'COD.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL ?�j
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 - i'7' °~�`
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Mike Hollibaugh James Crider
TITLE Director Administration
CONTROL NO. 103035 CLERK-TREASURER