HomeMy WebLinkAbout17- Software License and Support Agreement - Avolve Software Corporation - Building Electronic Plan Review aVokie 0
soft warp
AVOLVE SOFTWARE SALES ORDER
Traditional On-Premises Licensee
After signing this Avolve Software Order From ("Software Sales Order"), please either mail or email to Avolve
Software Corporation, 4835 E. Cactus Road, Suite 420, Scottsdale, Arizona 85254, or e-mail scanned image to
pneel@avolvesoftware.com
Order Date:
Customer Name: City of Bozeman
Customer Mailing 121 N.Rouse PO Box 1230
Address:
City: Bozeman State: MT Zip: 59771-1230
PRIMARY SECONDARY
Name: Bob Risk CBO Name: Karen Stambaugh,Asst.City Attorney
Phone: 406-582-2377 Phone: 406-582-2309
E-mail: brisk@bozeman.net E-mail: KStambaugh@bozeman.net
*See Quote and/or relevant Schedules for details concerning fees. Fees do not include applicable sales,
withholdings or value-added taxes. All fees are in United States Dollars.
Payment Method: EFT
ft"Go 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.
Customer Sales Order and Agreement (02092017) Page 1 of 17
Schedules: The following Schedules are hereby incorporated by reference into this Software Sales Order.
Schedule A General Terms and Conditions
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:
Customer: City of Bozeman, MT Avolve Software Corporation
4 ,t
Signature: �`^^ ' Signature:
Printed: V% s �• CZ41 01" Printed:
Title: C Title:
Date: 7 18 1-2-Ot�
Customer Sales Order and Agreement (02092017) Page 2 of 17
Schedule A—General Terms and Conditions
SOFTWARE LICENSE AND SUPPORT AGREEMENT
General Terms and Conditions(GTCs)
1. DEFINITIONS.
1.1 "Add-on" means any custom application code authorized to be developed using Avolve APIs as set forth in
the documentation accompanying such API and these GTCs.
1.2 "Agreement' means these GTCs,the Software Sales Order,the SOW or other agreement referencing these
GTCs. All such components are integral to the agreement, and collectively are referred to herein as the
"Agreement".
1.3 "API" means Avolve's application programming interfaces, as well as other Avolve code and database
elements that allow other software products to communicate with or call on Avolve Software provided under this
Agreement.
1.4 "Avolve Materials" means any software, programs,tools, systems, data, or other materials made available
by Avolve to Licensee in the course of the performance under this Agreement including,but not limited to,the API,
Software and Documentation, as well as any information, materials or feedback provided by Licensee to Avolve
relating to the Software and Documentation.
1.5 "Avolve Support" means the support set forth in Exhibit A to these GTCs, and may be purchased for an
additional fee. Avolve has no obligation to provide any Avolve Support and, in particular, no Avolve Support
(including no bug fixes or updates)will be available after the end of life of the applicable Software version. Avolve
reserves the right to provide some or all Avolve Support from locations, and/or through use of third party
providers,located worldwide.
1.6 "Business Unit" means a logical element, or segment, of the Licensee representing a specific business
function, as existing on the effective date of the license grant. Business Units may be referred to as a department,
group,division or functional area.
1.7 "Confidential Information" means, with respect to Avolve, all information which Avolve protects against
unrestricted disclosure to others, including but not limited to: (a) the Software and Documentation and other
Avolve Materials, including without limitation the following information regarding the Software: (i) computer
software (object and source codes), programming techniques and programming concepts, methods of processing,
system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow
charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs,
flow charts, documentation, product specifications, application program interface specifications, techniques and
processes relating to the Software; (b) the research and development or investigations of Avolve; (c) product
offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas,
techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and
strategies; and (d)any information about or concerning any third party(which information was provided to Avolve
subject to an applicable confidentiality obligation to such third party). With respect to Licensee, "Confidential
Information" means all information which Licensee protects against unrestricted disclosure to others and which (i)
if in tangible form, Licensee clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in
intangible form (including disclosure made orally or visually), Licensee identifies as confidential at the time of
disclosure, summarizes the Confidential Information in writing, and delivers such summary within thirty (30)
calendar days of any such disclosure.
1.8 "Documentation" means Avolve's standard end user documentation which is delivered or made available
to Licensee with the Software under this Agreement.
Customer Sales Order and Agreement (02092017) Page 3 of 17
1.9 "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar
invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and
service marks and any other intangible property rights, including applications and registrations for any of the
foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected,
now existing or hereafter filed, issued,or acquired.
1.10 "Licensee" means the specific legal entity set forth on the Software Sales Order.
1.11 "License Term" means the time period that the Software is licensed to Licensee, as specified on the
Software Sales Order.
1.12 "ProiectDox® Instance" means Avolve's proprietary core application and software framework for enhanced
electronic plan submission, and review and collaboration built upon a multi-tier cluster hardware architecture
consisting of web server(s),application server(s),and job processor(s)that supports the processing of the API.
1.13 "Software" means(i)the API, ProjectDox® Instances and/or other software licensed to Licensee under this
Agreement as specified on the applicable Software Sales Orders, as developed by or for Avolve and delivered to
Licensee hereunder; (ii)any new releases thereof made available to Licensee as part of Avolve Support and (iii)any
complete or partial copies of any of the foregoing.
1.14 "Software Sales Order" means the sales order, sales agreement, purchase order or like conveyance
document for the Software, related Avolve Support and/or other services ordered by Licensee thereunder. If
Licensee is purchasing directly from Avolve,then the Software Sales Order will be between Avolve and Licensee. If
Licensee is purchasing through an authorized Avolve reseller, then the Sales Order will be between Licensee and
the Authorized Reseller.
1.15 "SOW" means those statements-of-work which Licensee may enter into from time-to-time for professional
services to be provided by Avolve on terms mutually agreed to in writing 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. Unless expressly stated otherwise in a SOW, all
fees are in United States dollars. SOWS may be entered into directly between Avolve and Licensee or may be
executed between Licensee and an authorized Avolve reseller, but in either case, the professional services
provided thereunder shall be provided by Avolve unless expressly stated otherwise in the SOW.
1.16 "Territory" means the world except for those countries prohibited by United States' export laws, and
further subject to Section 12.4 of the GTC.
1.17 "Use" means to activate the processing capabilities of the Software, load, execute, access, employ the
Software,or display information resulting from such capabilities.
1.18 "User" means authorized Licensee employees and third parties that require access to the Software in
connection with Licensee's internal business operations, such as Licensee's administrators, contractors, reviewers,
and applicants.
2. SOFTWARE AND SERVICES.
2.1 License.
2.1.1 Software. Subject to Licensee's compliance with all the terms and conditions of this Agreement and
prompt payment of all fees owed for use of the Software, Documentation and other Avolve Materials, Avolve
grants to Licensee a non-exclusive, non-transferable, non-sublicensable(except for the limited right to allow Users
to Use set forth in this Section 2.1.1) license during the License Term to Use the Software, Documentation, and
other Avolve Materials to run Licensee's internal business operations and to provide internal training and testing
for such internal business operations, solely for the specific Business Unit(s) as further set forth in the Software
Sales Order. Should Licensee desire to reorganize any such Business Unit, it shall provide Avolve written notice as
Customer Sales Order and Agreement (02092017) Page 4 of 17
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 license grant and,if not,what
additional fees will be required due to Licensee's reorganization to include additional Business Units.
2.1.2 Restrictions. Licensee will, and will ensure that its Users, only use the Software in accordance with the
Documentation. Licensee will not,and will ensure that its Users do not:(i)copy or duplicate the Software in excess
of the number of licenses purchased (for production use) or otherwise authorized under this Agreement (for non-
production use); (ii) use the 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 Materials, or pledge as security or otherwise
encumber Licensee's rights under this Agreement; (iii) make any Use of or perform any acts with respect to the
Avolve Materials other than as expressly permitted in accordance with the terms of this Agreement; or (iv) use
Software components other than those specifically identified in the Software Sales Order and then only as part of
the Software as a whole, even if it is also technically possible for Licensee to access other Software 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 the Software is compiled or
interpreted, or access or use the Software in order to build a similar or competitive product or service; (vi)
distribute the Software in any form other than the form delivered by Avolve to License or otherwise permitted
under this Agreement; or(vii) publish any results of benchmark tests run on the Software. License acknowledges
that nothing herein will be construed to grant Licensee any right to obtain or use the source code. Licensee
acknowledges that the Software may contain self-reporting technology by which Avolve may receive information
deemed relevant by Avolve to providing Avolve Support, improving the Avolve Materials, monitoring compliance,
and any other purposes as determined by Avolve in its reasonable discretion. Licensee shall not tamper with or
attempt to disable such self-reporting technology. Licensee agrees to take all commercially reasonable steps to
ensure that Users abide by the terms of this Agreement.
2.1.3 High-Risk Activities. The Software 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 Software or derived binaries could lead directly
to death, personal injury, or severe physical or environmental damage (collectively, "High Risk Activities").
Licensee shall not use the Software for any High Risk Activities.
2.1.4 Third Party Components. The Software and its component parts are protected by copyright and other
propriety rights of Avolve and one or more third party software vendors(including 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"). Licensee may be held directly responsible by such third party
vendors for acts relating to the Software component parts that are not authorized by this Agreement. Licensee's
use of such third party software is limited to only in conjunction with the Software and Licensee acknowledges that
it is not allowed to modify such third party software or use it independent from the Software. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE LICENSEE 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.
2.1.5 Copies. Licensee may make one copy of the Software for back-up/archival purposes only, if the copy
contains all of the original Software's proprietary notices. For the avoidance of any doubt, unless expressly set
forth otherwise in the applicable Software Sales Order,such additional copy may not be run concurrently,either in
production mode to increase performance or in a non-production mode for testing, development or any other
purpose. Should Licensee desire to run additional copies of the Software concurrently, additional license rights
must be purchased by Licensee.
2.1.6 Ownership. Licensee acknowledges and agrees that Licensor owns all right, title, and interest in and to
all intellectual property rights (including all derivatives or improvements thereof) in the Software and any
suggestions, enhancements requests, feedback, recommendations or other information provided by Licensee or
Customer Sales Order and Agreement (02092017) Page 5 of 17
any of its Users related to the Software. Licensee's rights in the Software, updates (provided Licensee has
purchased Avolve Support), and the related materials supplied by the Licensor 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.
2.1.7 API Use. Provided that Licensee has been authorized by Licensee in writing to build Add-Ons (which
authorization may be withdrawn by Avolve at any time upon written notice to Licensee), Licensee may use the API
to create custom Add-Ons solely as set forth in Section 6 below. While Avolve currently does not charge for use of
the API,Avolve reserves the right to charge a fee for the use of the API in the future. Should Avolve implement a
fee for the API, prior written notice will be given to Customers who are currently using the API.
2.1.8 Approved Hardware. Licensee agrees to install the Software only on information technology devices(e.g.
servers, hard disks, central processing units or other hardware) identified by Licensee pursuant to this Agreement
and that has been previously approved by Avolve in writing or otherwise officially made known to the public by
Avolve as appropriate for Use or interoperation with the Software(the"Designated Unit").
2.2 Outsourcing Services. With Avolve's prior written consent, Licensee may permit services providers to
access the Software solely for the purpose of providing facility, implementation,systems,application management
or disaster recovery services to Licensee in connection with the business of Licensee for which the Software is
herein licensed. Licensee agrees to be responsible to Avolve for the conduct of Licensee's services providers to the
same extent that Licensee is responsible to Avolve hereunder for the conduct of Licensee's employees.
2.3 Services. Avolve may provide Avolve Support or other professional services from time to time as mutually
agreed upon by the parties from time to time in a Software Sales Order and/or SOW.
3. 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 Materials. Licensee
shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that(i) Licensee underpaid
license fees and/or Avolve Support fees to Avolve and/or(ii)that Licensee has Used the Software in excess of the
license quantities or levels stated in the Software Sales Order, Licensee shall pay such underpaid fees and/or for
such excess usage based on Avolve List of Prices and Conditions Software and Support governing use in effect at
the time of the audit, and shall execute an additional Software Sales Order in accordance with the terms of this
Agreement to affect the required licensing of any additional quantities or levels. Avolve reserves all rights at law
and equity with respect to both Licensee's underpayment of License fees or Avolve Support fees and usage in
excess of the license quantities or levels.
4. PRICE, PAYMENT,AND DELIVERY.
4.1 Fees. Licensee shall pay to Avolve (if purchasing directly from Avolve) or to Avolve's authorized reseller(if
purchasing through a reseller) license fees for the Software and fees for Avolve Support as set forth on the
Software Sales Order(s) hereto. In addition, if Licensee purchases any professional service fees from Avolve,
Licensee shall pay to Avolve the fees set forth on any SOWs. All fees, unless expressly stated otherwise on the
applicable Software Sales Order,shall be in United States dollars. For fees owed to Avovle,any fees not paid when
due shall, which unless otherwise specified in the applicable Software Sales Order or SOW will be thirty (30)
calendar days from invoice,accrue interest at the rate of 18%(eighteen percent)per annum,but not to exceed the
maximum amount as allowed by law. All fees to be paid to Avolve are due in advance, irrevocable and non-
refundable (except as expressly set forth otherwise in this Agreement). Licensee agrees to provide Avolve with
complete and accurate billing and contact information.
4.2 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 Licensee's account. Any applicable direct pay permits or valid tax-exempt certificates must
be provided to Avolve prior to the execution of this Agreement.
Customer Sales Order and Agreement (02092017) Page 6 of 17
4.3 Delivery of the Software; Installation. Avolve will deliver the Software either by making it available for
electronic download or by physical delivery of media to Licensee. Risk of loss passes at the time of such electronic
or physical delivery. Licensee agrees and understands that the calculation of Taxes may be affected by the delivery
method and delivery location of the Software and corresponding Avolve Support. Licensee agrees to promptly,
following initial delivery of the Software, but in all cases within ninety(90)days,to provide Avolve with reasonable
access to Licensee's facilities and systems in order for Avolve to initially install the Software. Unless agreed to in
writing by Avolve, Licensee understands that it is not authorized to conduct the initial installation of the Software.
For the avoidance of any doubt,all installation services are professional services provided by Avolve under a SOW.
5. TERM.
5.1 Term. Except as set forth otherwise in Section 5.3 below or if terminated earlier in accordance with this
Section 5,this Agreement shall commence on the Effective Date and shall continue for the longer of either(a)the
expiration of the License Terms set forth on all the Software Sales Order or (b)the completion of all professional
services under all SOWs.
5.2 Termination. In addition to any termination rights that may be set forth in a specific Software Sales Order
or 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 such breach that are reasonably acceptable to the terminating party)within thirty(30)days
after receiving written notice thereof. Licensee may also terminate this Agreement for convenience on sixty(60)
days'written notice,or for non-appropriation of funds by the governing body with thirty(30)days'written notice.
5.3 End of Term Duties. Upon any termination of the Agreement hereunder (which would terminate all
existing License Terms and SOWs), (a) Licensee and its Users shall immediately cease Use of all Avolve Materials
and Confidential Information and (b) Avolve shall immediately cease all professional services. Within thirty (30)
days after any termination, Licensee shall irretrievably destroy or upon Avolve's request deliver to Avolve all copies
of the Avolve Materials and Confidential Information in every form, except to the extent it is legally required to
keep it for a longer period in which case such return or destruction shall occur at the end of such period. Licensee
must certify to Avolve in writing that it has satisfied its obligations under this Section 5.3. Sections 2.1.4, 2.1.6, 3,
4.1, 4.2, 5, 6.1, 8 - 10, 12.1 - 12.3, 12.5, 12.6, and 12.8-12.11 shall survive such termination. In the event of any
termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee, except
that Licensee shall be entitled to a refund of payments made by Licensee for Professional Services not yet
commenced by Avolve. Neither termination for convenience not termination by Avolve for Licensee's breach shall
not relieve Licensee from its obligation to pay fees that remain unpaid.
6. Add-Ons.
6.1 Conditioned on Licensee's compliance with the terms and conditions of this Agreement, Licensee may
make Add-ons to the Software in furtherance of its permitted Use under this Agreement, and shall be permitted to
use Add-ons with the Software in accordance with the License grant to the Software set forth in Section 2.1.1
herein. All Add-ons developed by Avolve (either independently or jointly with Licensee or other third parties)and
all rights associated therewith shall be the exclusive property of Avolve. Licensee agrees to execute those
documents reasonably necessary to secure Avolve's rights in the foregoing. All Add-ons developed by or on behalf
of Licensee without Avolve's participation ("Licensee Add-on"), and all rights associated therewith, shall be the
exclusive property of Licensee subject to Avolve's rights in and to the Software; provided, Licensee shall not
commercialize, market, distribute, license, sublicense, transfer, assign or otherwise alienate any such Licensee
Add-ons. Avolve retains the right to independently develop its own Add-ons to the Software, and Licensee agrees
not to take any action that would limit Avolve's sale, assignment, licensing or use of its own Software or Add-ons
thereto.
6.2 Any Licensee Add-on must not (and subject to other limitations set forth herein): enable the bypassing or
circumventing any of the restrictions set forth in this Agreement and/or provide licensee with access to the
Software to which Licensee is not directly licensed; nor unreasonably impair, degrade or reduce the performance
Customer Sales Order and Agreement (02092017) Page 7 of 17
or security of the Software; nor render or provide any information concerning Avolve software license terms,
Software,or any other information related to Avolve products.
6.3 Add-ons are excluded from Avolve Support. Licensee may purchase support from Avolve for Add-ons as
professional services under an SOW.
7. WARRANTY.
7.1 Performance Warranty. Avolve warrants that the Software will substantially conform to the specifications
contained in the Documentation for thirty(30)days following the Go Live Date. The warranty shall not apply: (i) if
the Software is not used in accordance with the Documentation;(ii) not initially installed within the time period set
forth in Section 4.3 above, unless such failure to timely install is due solely to the fault of Avolve; or (iii) if the
defect is caused by an Add-on (other than an Add-on made solely by Avolve and which is provided through Avolve
Support or under warranty), Licensee or third-party software. Avolve does not warrant that the Software will
operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such
performance, or that the applications contained in the Software are designed to meet all of Licensee's business
requirements. Provided Licensee notifies Avolve in writing with a specific description of the Software's
nonconformance within the warranty period and Avolve validates the existence of such nonconformance, Avolve
will, at its option: a) repair or replace the nonconforming Software, or b) refund the license fees paid for the
applicable nonconforming Software in exchange for a return of such nonconforming Software. THIS IS LICENSEE'S
SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY.
7.2 Warranty of Non-Infringement. Avolve warrants that, to Avolve's knowledge, the Software and
Documentation does not infringe the Intellectual Property Rights of any third party.
7.3 Express Disclaimer. AVOLVE AND ITS 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.
8. INDEMNIFICATION.
8.1 General. When Avolve Support or other service are provided on Licensee's premises or at another location
designated by Licensee,each party will indemnify, defend and hold harmless the other party, its officers,directors,
employees, agents and affiliates from and against any claims, demands, loss, damage or expense, including
reasonable attorney's fees, (collectively, "Claims") relating to bodily injury or death of any person or damage to
tangible personal property occurring at such location in connection with the performance of the Avolve Support or
other services to the extent proximately caused by the gross negligence or willful acts or omissions of the
indemnifying party, its officers,directors,employees,agents and affiliates.
8.2 Infringement. If a third party makes a claim against the Licensee that any Use of the Software 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 Licensee against the claim and indemnify Licensee 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 Licensee: (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 Software has violated a third party's
intellectual property rights, Avolve may choose to either modify the Software to be non-infringing or obtain a
license to allow for continued use, or if these alternatives are not commercially reasonable,Avolve may terminate
Licensee's use rights and refund any unused, prepaid fees Licensee may have paid to Avolve. Avolve will not
indemnify the Licensee to the extent that the alleged infringement arises from (1)the combination, operation, or
use of the Software with products, services, information, materials, technologies, business methods or processes
not furnished by Avolve(including without limitation use on other than a Designated Unit); (2) modifications to the
Software, which modifications are not made by Avolve; (3) failure to use updates to the Software provided by
Avolve;or(4)use of Software except in accordance with any applicable user documentation or specifications.
Customer Sales Order and Agreement (02092017) Page 8 of 17
8.3 THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF AVOLVE AND
ITS LICENSORS TO LICENSEE, AND IS LICENSEE'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATIONS OF LIABILITY.
In no event will Avolve or its licensors be liable for special, indirect, incidental, consequential, or exemplary
damages,including,without limitation,legal fees and any damages resulting from loss of use, loss of profits, loss of
data, interruption of business activities, or failure to realize savings arising out of or in connection with this
Agreement, including without limitation supply, use or performance of the Software and the provision of the
Avolve Support and other services. Except for direct damages and expenses (including cost of indemnification)
associated with Avolve's obligation to indemnify Licensee pursuant to Section 8.2,Avolve's aggregate, cumulative
liability for damages and expenses (including costs of indemnification) 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. 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.
10. CONFIDENTIALITY.
10.1 Use of Confidential Information. Confidential Information shall not be reproduced in any form except as
required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the
other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary
notices or legends which appear on the original. With respect to the Confidential Information of the other, each
party: (a)shall take commercially reasonable steps to keep all Confidential Information strictly confidential; and (b)
shall not disclose any Confidential Information of the other to any person other than its bona fide individuals
whose access is necessary to enable it to exercise its rights hereunder. Confidential Information of either party
disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
10.2 Exceptions. The above restrictions on the use or disclosure of the Confidential Information shall not apply
to any Confidential Information that: (a) is independently developed by the receiving party without reference to
the disclosing party's Confidential Information, or is lawfully received free of restriction from a third party having
the right to furnish such Confidential Information; (b) has become generally available to the public without breach
of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of
restriction;or(d)the disclosing party agrees in writing is free of such restrictions.
10.3 Confidential Terms and Conditions; Publicity. Licensee shall not disclose the terms and conditions of this
Agreement related to pricing contained to any third party unless restricted from conforming to non-disclosure by
governmental statute and/or ordinance. Licensor may identify Licensee on its customer lists and list Licensee as a
customer in its marketing and advertising materials, and reproduce Licensee's company name, logo, trademark,
trade name,service mark,or other commercial designations,solely in connection therewith.
10.4 Data Security. In addition to and without prejudice to the confidentiality terms set forth in this Section 10,
the following additional data security provisions shall apply to any highly-sensitive Confidential Information
provided by Licensee to Avolve ("Highly-Sensitive Information"), including without limitation any personally
identifiable information or financial information.
10.4.1 Disclosure. Licensee shall use its best efforts to limit disclosure of Highly-Sensitive Information to Avolve
and only provide Highly-Sensitive Information to Avolve with the prior written consent of either Avolve's Chief
Executive Officer or Chief Financial Officer. Prior to disclosure of any Highly-Sensitive Information,Avolve and the
Licensee shall agree in writing to the procedures surrounding the disclosure, including any encryption
requirements and the mechanism of disclosure.
Customer Sales Order and Agreement (02092017) Page 9 of 17
10.4.2 Data Security Safeguards. 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 Highly-Sensitive Information provided by Licensee to Avolve in accordance with this Section 10.4.
10.4.3 Data Security Breach. Avolve will notify Licensee 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 Licensee in connection with such investigation, including by providing Licensee with an initial
summary of the results of our 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 Licensee'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 our 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 Licensee, at Licensee's cost, provide
notice to individuals or entities whose Confidential Information was or may have been affected in a manner and
format specified by Licensee. For purposes of this Agreement, the term "Data Security Breach" shall mean any of
the following occurring in connection with Highly-Sensitive Information (provided that Licensee has sent the
Highly-Sensitive Information to Avolve pursuant to the terms of this Section 10.4 using the secure transfer
protocols agreed upon by the parties) in connection with Licensee's use of the Software: (a)the loss or misuse of
Highly-Sensitive Information; and (b) disclosure to, or acquisition, access or use by, any person not authorized to
receive Highly-Sensitive Information,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
Highly-Sensitive Information.
10.4.4 Data Security Insurance and Indemnification. Avolve agrees to defend and indemnify the City, its officers,
elected officials, employees and agents from and against all claims, liabilities, losses, damages and costs(including
reasonable attorney fees) arising from or related to theft or disclosure of personal information, misuse of third
party data, loss or destruction of data, outages, viruses, and cyber attacks to the extent directly due to Avolve's
breach of this Agreement. During the term of this Agreement Avolve will maintain Professional Liability/Error and
Omissions coverage and Cyber Risk coverage with limits of$1,000,000 per claim,$2,000,000 annual aggregate.
11. ASSIGNMENT. Licensee may not, without Avolve's prior written consent, assign, delegate, pledge, or
otherwise transfer this Agreement,or any of its rights or obligations under this Agreement,or the Avolve Materials
or Avolve Confidential Information, to any party, whether voluntarily or by operation of law, including by way of
sale of assets, merger or consolidation.
12. GENERAL PROVISIONS.
12.1 Severability. It is the intent of the parties that in case any one or more of the provisions contained in this
Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not
affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.
12.2 No Waiver. If either party should waive any breach of any provision of this Agreement, it shall not
thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision
hereof.
12.3 Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an
original and which shall together constitute one Agreement.
Customer Sales Order and Agreement (02092017) Page 10 of 17
12.4 Regulatory Matters. The Software, Documentation and Avolve Materials are subject to the export control
laws of various countries, including without limit the laws of the United States. Licensee agrees that it will not
submit the Software, Documentation or other Avolve Materials to any government agency for licensing
consideration or other regulatory approval without the prior written consent of Avolve, and will not export the
Software, Documentation and Avolve Materials to countries, persons or entities prohibited by such laws. Licensee
shall also be responsible for complying with all applicable governmental regulations of the country where Licensee
is registered, and any foreign countries with respect to the use of the Software, Documentation or other Avolve
Materials by Licensee and/or its Affiliates.
12.5 Governing Law; Limitations Period. This Agreement and any claims arising out of or relating to this
Agreement and its subject matter shall be governed by and construed under the laws of State of Montana without
reference to its conflicts of law principles. In the event of any conflicts between foreign law,rules,and regulations,
and United States law, rules, and regulations, United States law, rules, and regulations shall prevail and govern.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
The Uniform Computer Information Transactions Act as enacted shall not apply.
12.6 Notices. All notices or reports which are required or may be given pursuant to this Agreement shall be in
writing and shall be deemed duly given when delivered to the respective executive offices of Avolve and Licensee
at the addresses first set forth in any Software Sales Order or Sales agreement. Where in this section 12.6 or
elsewhere in this Agreement written form is required, that requirement can be met by facsimile transmission,
exchange of letters or other written form.
12.7 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.
12.8 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement
between Avolve and Licensee, and all previous representations, discussions, and writings are merged in, and
superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and
writings. This Agreement may be modified only by a writing signed by both parties. This Agreement shall prevail
over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or
other document furnished by Licensee to Avolve. This Agreement shall prevail over any additional, conflicting or
inconsistent terms and conditions which may appear in any clickwrap end user agreement included in the
Software. Signatures sent by electronic means (facsimile or scanned/sent via e-mail) shall be deemed original
signatures. This Agreement does not create any partnership,joint venture or principal and agent relationship.
12.9 Independent Contractor. Avolve is an independent contractor and not an employee of the Licensee. 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.
12.10 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) GTCs and (ii) the applicable Software Sales Order,
Avolve Support Terms or SOW. Notwithstanding the foregoing, if any part of a Software Sales Order, Avolve
Support Terms or SOW expressly states that it shall control over the GTCs, it shall so control.
12.11 United States Federal Governmental Users. The Software and Documentation are "commercial items" as
that term is defined in 48 C.F.R. 2.101 (October 1995) consisting of "commercial computer software" and
"commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (September 1995).
Consistent with 48 C.F.R. 12.212 and with 48 C.F.R. 227.7202-1, 227-7202-3 and 227-7202-4 (June 1995), if the
Licensee is the U.S. Government or any department or agency of the U.S. Government, the Software and
Customer Sales Order and Agreement (02092017) Page 11 of 17
Documentation are licensed under this Agreement(i) only as a commercial item, and (ii)with only those rights as
are granted to all other end-users pursuant to the terms and conditions of this Agreement.
12.12 Nondiscrimination. Avolve agrees that all hiring by Avolve of persons performing this Agreement shall be
on the basis of merit and qualifications. Avolve will have a policy to provide equal employment opportunity in
accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. Avolve will
not refuse employment to a person, bar a person from employment, or discriminate against a person in
compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political
ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or
mental disability, except when the reasonable demands of the position require an age, physical or mental
disability, marital status or sex distinction. Avolve shall require these nondiscrimination terms of its subcontractors
providing services under this agreement.
12.13 Attorney Fees and Costs. In the event it becomes necessary for either Party to retain an attorney to
enforce any of the terms or conditions of this Agreement, the prevailing Party shall be entitled to reasonable
attorney's fees and costs.
12.14 Dispute Resolution. Any claim, controversy, or dispute between the parties, their agents, employees, or
representatives other than a dispute concerning breach of the confidentiality provisions or misuse of Avolve's
intellectual property rights where a party elects to pursue immediate injunctive relief, shall be resolved first by
negotiation between senior-level personnel from each party duly authorized to execute settlement agreements.
Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in
the negotiated settlement discussions. If the parties are unable to resolve the dispute within thirty(30) days from
the date the dispute was first raised,then such dispute may only be resolved in a court of competent jurisdiction in
compliance with the Applicable Law provisions of this Agreement.
Customer Sales Order and Agreement (02092017) Page 12 of 17
Exhibit A
Avolve Support Terms
These Avolve Support Terms ("SLA") defines the maintenance and support services ("Avolve Support") which
Avolve Software Corporation ("Avolve") shall provide to any customer ("Customer") who is entitled pursuant to a
separate written sales order (the "Sales Order") with Avolve to Avolve Support. This SLA defines Avolve Support
for both traditional licensees ("Licensees") of Avolve software (the "Software"). For the avoidance of any doubt,
customers who have not purchased Avolve Support and customers who are not current on their fees are not
entitled to Avolve Support. This SLA,together with the Sales Order and the Avolve General Terms and Conditions,
represents Customer's Agreement(as such term is defined in the Avolve General Terms and Conditions).
1. Avolve Maintenance for Standard, Premium, and Named Enhanced Support. Avolve currently offers three
levels of Avolve Support,standard, premium and named enhanced support.
1.1. Standard Avolve Support refers to all maintenance and support services standardly provided by
Avolve to current customers for the standard, not-customized Software. The following are included
in standard Avolve Support:
(a) New releases of Software within an integer version of said Software (e.g. all 8.X versions of
ProjectDox);
(b) Patches and"hot fixes"within the integer version of said Software;
(c) Phone, email and trouble-ticket reporting systems for Software within the integer version of said
Software in accordance with this SLA;
(d) Integrations to third-party software and systems defined by Avolve as"Standard Integrations";and
(e) (Avolve) ProjectDox Workflows and eForms defined by Avolve as "Best-in-Class," or otherwise
designated by Avolve as "standard derivatives" of Best-in-Class workflows and eForms. A standard
derivative workflow and or eForm is considered that which can be reasonably implemented by way
of features and functions included in the Software, and for which additional, custom software code
development is not required.
For the avoidance of any doubt, standard Avolve Support does NOT include upgrades to a future integer
version of the Software(e.g. ProjectDox version 8.X to version 9.X). Avolve reserves the right to charge an
additional fee when Customers are upgrading from one major release to another. When applied, such
additional fee will be determined based on (a) number of upgrade versions, (b) the complexity of
customization, and (c) the complexity of add-ons and integrations of Avolve or third-party
products/systems.
1.2. Avolve Premium and Named Enhanced Support refers to all maintenance and support services
provided outside of, or beyond, standard Avolve Support. Examples of Avolve Premium and Named
Enhanced Support include:
(a) Support for non-standard or customized Software features;
(b) Non-Standard integrations to third party software and systems;
(c) Workflows and eForms not covered under standard Avolve Support, including those that are
developed under a statement of work;
(d) Predetermined and/or pre-scheduled modifications to third party software and/or systems;
(e) On-call support;
(f) Faster response times and support schedules;
(g) Support for any exclusions set forth in Section 8(Exclusions)below.
2. Avolve Support Fees. Unless set forth otherwise on the applicable Sales Order,standard Avolve Support fees
shall be calculated at twenty percent(20%)of the applicable Software license fees. Unless set forth otherwise
in the applicable Sales Order,supplemental Avolve Support fees are at Avolve's then current rates.
Customer Sales Order and Agreement (02092017) Page 13 of 17
3. Portal. Avolve will provide reasonable portal support for problem determination and resolution for problems
arising during normal operation of the Software. Avolve may require the Customer to provide a written
assistance request describing the problem. All issues MUST be reported via the portal.
Support Portal: https://support.avolvesoftware.com
Upon first entering the portal, the Customer may request a login and Avolve limits logins to one agent per
Customer. 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. In addition to
working with members of Avolve's Support Team, Customers have access to, Latest Product News Articles, FAQs,
Documentation,and a Knowledge-base via the Support Portal as well.
4. Support Hours.
4.1. Licensees with a standard support contract will receive assistance during Avolve's normal working
hours of 8:00 a.m. through 5:00 p.m., Monday through Friday (excluding standard holidays),
Mountain Standard Time.
4.2. Avolve, in its sole discretion, may offer premium or named enhanced support contracts,which would
entitle the purchasing customer to additional support hours and/or other benefits beyond those set
forth in this SLA ("Premium Support" or "Named Enhanced Support"). If purchased by a customer,
Premium Support or Named Enhanced Support terms will be set forth in the applicable Sales Order.
5. On-Site Emergency Support. Customer may request Avolve to provide on-site emergency operational support
services as a separate and distinct billable service.
6. Releases Included. Avolve Support for Licensees of the Software includes all minor and maintenance releases.
Avolve reserves the right to charge upgrade fees for major releases or major ancillary program components.
Additionally,some features may or may not be activated based on license terms.
6.1. For the purposes of this SLA, (i) "maintenance releases" shall mean such bug fixes and/or platform
updates that are designated by an increment in the last decimal of the release i.e. n.n.1 by Avolve; (ii)
"minor releases" shall mean such bug fixes, platform updates, and/or minor product enhancements
that are designated by an increment in the second decimal of the release i.e. n.1.n by Avolve; and (iii)
"major releases" shall mean such bug fixes, platform updates, and major product enhancements
and/or new features that are designated by an increment in the whole number of the release i.e.
1.n.n by Avolve.
6.2. To the extent applicable, all Avolve Support provided to Customer (including all maintenance
releases, minor releases, and major releases) shall be subject to the applicable license agreement
between Avolve and Customer.
7. Problem Determination and Resolution. Avolve resources will be allocated to resolve reported problems
based on the severity level set forth in the table below and Avolve will use 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 in the table below:
Customer Sales Order and Agreement (02092017) Page 14 of 17
Severity Level Definition Initial Response Time Resolution Commitment
An error that causes a Avolve and Customer will commit
catastrophic failure full-time resources during normal
System Down substantially impacting 1 Hour business hours for problem
Customer's business. resolution,to obtain workaround,or
reduce the severity of the error.
An error that causes Avolve Avolve and Customer will commit
product to fail without full-time resources during normal
High significant business impact. 24 Hours business hours for problem
Causes a substantial resolution,to obtain a workaround,
reduction in performance. or reduce the severity of the error.
An error that causes only Avolve and Customer will commit
Medium minor impact on use of the 72 Hours resources during normal business
product. hours for problem resolution.
Avolve and Customer will provide
A service request for a new resources during normal business
hours to address request.
feature,additional Enhancement requests will be
Low documentation,or an Within 5 Business Days logged and sent a Avolve
explanation of product
functionality. Development for review and
possible incorporation into
ProjectDox.
(a) Initial Response Time. Once a problem has been reported, Customer will receive an
acknowledgement via email, phone or the support portal, as to the receipt of the problem as
reported and a confirmation of the problem severity. 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.
(b) 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.
(c) 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.
(d) Severity Re-classification. If Customer determines that a previously reported and in-progress issue's
severity needs to be re-classified or escalated, Customer should issue a new call or email to the
Technical Support Team.
8. Exclusions. Avolve will have no obligation to support the following,pursuant to the terms of this Agreement:
8.1. Software use not covered by an active support contract and/or not in compliance with a valid
agreement with Avolve. A support contract must cover all Software licenses purchased.
8.2. Software that is altered or modified other than as approved in writing by Avolve.
Customer Sales Order and Agreement (02092017) Page 15 of 17
8.3. Any Software that is either not within the current major (integer) release or is more than two (2)
minor releases back from the current minor release within the major(integer) release.
8.4. Problems caused by misuse or misapplication of the Software, including any anomalies and/or
failures in test or production operating environments that impact the Software and are determined
to have their cause due to unwarranted Customer decisions, actions, system configuration/
modification, policies and/or procedures.
8.5. Software installed on any computer hardware/software configurations not supported by Avolve.
8.6. Problems caused by Licensee custom application code authorized to be developed using Avolve APIs
as set forth in the documentation accompanying such API and Licensee's Agreement.
8.7. Problems caused by updates or upgrades of 3rd party applications that are integrated with Avolve
products.
8.8. Problems caused by on-premises hardware problems or related issues such as router, network or
hard drive failures or incorrect configuration settings.
8.9. 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.
8.10. All Training programs,regardless of software version updates and/or upgrades.
8.11. 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.
8.12. Add-ons(as such term is defined in the Customer's Agreement).
8.13. Any other reasons set forth in the Customer's Agreement.
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.
9. Customer's Obligations for Operational Support.
9.1. Contact Person(s). Customer will designate up to two (2) contact person(s) (or such other
replacement individuals as Customer may designate in writing) (each a "Contact Person"), who shall
be the sole contacts for the coordination and receipt of the Support Services set forth in this SLA.
Each Contact Person shall be knowledgeable about,as applicable,the Software. If Avolve is unable to
contact any designated Contact Person through the specified means for a period of time and such
contact would be helpful for performing the Support Services, Avolve may refuse to perform the
Support Services until Avolve is able to contact a designated Contact Person, in which case the times
for resolution set forth in Section 5 will be suspended for such period of time.
9.2. Remote Access. For the purpose of problem determination and analysis, Customer will provide, as
necessary and at Customer's discretion,the Technical Support Team with remote access capabilities
into Customer's system's running the Software.
9.3. Supporting Data. Customer will provide reasonable supporting data to aid in the identification and
resolution of the issue.
Customer Sales Order and Agreement (02092017) Page 16 of 17
9.4. Installation. Unless otherwise instructed by Avolve, Customer will be responsible for installing any
error correction,update or upgrade.
9.5. Initial Troubleshooting. Customer's Support Contact has the responsibility of performing due
diligence in resolving issues prior to contacting support and will be expected to provide additional
details as a result of their investigation of the issue.
10. Term. The term of this agreement shall be as set forth on the Sales Order associated with this SLA and shall
continue unless terminated pursuant to the terms of the Agreement.
11. Fees/Termination/ Renewal. Customer shall pay Avolve the applicable fee as listed on the Sales Order for
all Software use rights for which Customer purchased (the"Fees"). Fees will be billed and due as provided for
in the Agreement. Fees are paid in advance and are irrevocable and non-refundable (except for the limited
credit right set forth in Section 10 below and if set forth expressly otherwise in the Agreement). If Licensee
fails to pay all Fees by the due date,this SLA,and all Avolve Support provided for under it,may be immediately
terminated, without notice, by Avolve. Alternatively, Avolve, in its sole discretion, may elect to continue to
provide Avolve Support and assess interest at a rate of up to 18% per annum, not to exceed the minimum
amount allowed by law. To reinstate or renew Avolve Support (if reinstatement is allowed by Avolve at its
sole discretion),Customer must pay in advance and in full all Fees that were considered in arrears at that time.
12. Credits. Should Avolve fail to meet any of the commitments set forth in this SLA, AS CUSTOMERS SOLE AND
EXCLUSIVE REMEDY:
12.1. Licensees. Licensees of Software shall be entitled to receive a service credit of 1% of the licensee's
monthly prorated support fees, per incident in a given month, up to a maximum 50% of monthly
prorated support fee payable by the customer. The amount of compensation may not exceed 50%of
the licensee's monthly support fee. This means that if a customer has two (2) incidents in which
Avolve failed on the initial response within the time frame stated, they are entitled to receive a
service credit of 4%of the prorated monthly support fee.
12.2. Requesting a Credit. As outlined in this SLA,Avolve shall issue a service credit to Customer's account
if Avolve does not meet the guaranteed response time limits mentioned in the SLA. The Service
Credit will be applied to the clients next invoice that is due, after the credit has been requested and
approved by a member of the Avolve Management staff. In order for a customer to receive a credit
on their account,the customer must request the service credit within seven (7) business days of the
incident in which the response time was not met. This credit request must come from the authorized
e-mail account for the customer's account, and must be submitted directly in the form of a ticket via
the customer's portal account. The ticket must include the customer's account information, and the
Ticket Number in which the response time was not met by Avolve's Support Department. Since all
response times are checked through the Ticket Helpdesk System, there will need to be a Ticket
Number mentioned and/or the dates and times that the incident(s) occurred. The Service Credit
Request will be reviewed by a member of Avolve's Management staff to make sure the request is
valid, and the customer will receive notification of a Service Credit approval or denial. If a Service
Credit Request has been approved, the Service Credit will be applied to the customers next due
invoice.
Customer Sales Order and Agreement (02092017) Page 17 of 17
P a I I
rojectDmir
Electronic Document (Management & Collaboration Solution
City of Bozeman
("Customer")
Proposed Upgrade Statement of Work
April 10, 2017
Pricing valid until 8/10/2017
a ,p*-,.,, �Lf o eb
professional services
4835 East Cactus Road Suite 420,Scottsdale,Arizona 85252
Phone:602.714.9774 www.avolvesoftware.com
Copyright 2015 Avolve Software Corporation.
ProjectDox is a registered trademark of Avolve Software Corporation.
a \/oeNIN- e"
professional services Avolve Statement of Work
This Statement of Work will focus on the upgrade of the City of Bozeman's ProjectDox application from 8.3 to
8.6.5.x for the Production Environment, installation of one(1)installation environment with data move and
implementation of one(1) Best in Class ProjectFlow plan review processes. The goal is to implement ProjectDox
and a base permitting system integration utilizing web services,in a standardized,off the shelf manner.We will
leverage Avolve best practices and built-in configuration and modifications features,to meet the most effective
functionality required to achieve the highest business value for the customer(the "Project").
Assurance Services is provided as part of the Project to assist with minor adjustments,site configuration and/or
branding that occur post soft launch or for items that are identified as out-of-scope for this engagement.
• Installation/Upgrade (Offsite/Remote)
Provisioning of all applicable products and modules as specified on the Purchase Agreement/Sales
Order.
o Production Environment Upgrade to 8.6.x
o Introduction call to review project scope, project time frame and acceptance
o Technical Call to review software and hardware requirements
o Production server environment pre-upgrade walk-thru(environment readiness)
■ Server/OS updates are not considered part of this SOW.
o Test Environment Installation w/Data Move
o Installation of Test Environment
o Data Move of database and files from production to new test environment
o Update required integration connection strings to new database
o One(1) ProjectFlow Best In Class Plan Review Workflow Template to Test and Production
• Orientation&Configuration Requirements Sessions (2 Staff/Onsite/1-2 days)
o ProjectDox Configuration Requirements Document
o Permitting system integration touchpoint discussion
o Project Plan (task list/schedule/resource assignments)not to exceed budget
• Configuration&Base Integration* (Offsite/Remote)
o Configured Working ProjectDox Application
o Configured Working products and modules as specified in the Purchase Agreement/Sales
Order
■ 1 ProjectFlow Best In Class Plan Review Workflow
• User Acceptance Training(UAT (1 Staff/Onsite/4-5 days/Offsite)
(the date Customer accepts this milestone is the Software Acceptance Date)
o Completion of User Acceptance Testing(UAT)
• Training (1 Staff/Onsite&Offsite/5 days)
o Delivery of classes for all products/modules as purchased—See Purchase Agreement/Sales
Order
■ 1 Remote New Features 8.3 to 8.6.5.x Course(Max 25 people)
■ 3 packages:TES-UPTRAINPK(36 users trained). Each package contains the below
courses and allows a maximum of 12 persons per training course(onsite).
2
a ro 1\1 e"
professional services Avolve Statement of Work
• 3-PA Training
• 3 -SA Training
• 3—BICWFPRNF
• 3—BICWFCORNF
• Launch (Offsite)
o Project completion&customer sign off
NNINNINNEENEMEMIM
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 in which Customer does not
accept or reject within such period.This acceptance will initiate the invoice of the applicable milestone.
.MMr
1. Configuration/Modification Session Output including applicable products/modules
o Configuration Requirements Document(CRD)*
■ Site Configuration
■ Workflow Configuration
■ Integration Fields
2. Installed Software Applications/Modules
o Implementation Guide 8.6
o Customer Installation Worksheet for Test&Production
o Test Environment Installation 8.6.5.x
■ Production DB Move to Test
■ Files Copied from UFS(UserFilesSource)and UFP (UserFilesPublish)
■ ProjectDox WF copied to Test Environment
• Integration connection strings updated
o Production Environment Upgrade 8.3 to 8.6.5.x
3. Configured,Working ProjectDox and applicable products/modules from sales order
o Configuration/Modification Effort Output for OAS and ProjectDox
■ 1 Plan Review Workflow Processes(ProjectFlow)
• Base Integration*
4. Training
■ 1 Remote New Features 8.3 to 8.6.5.x Course(Max 25 people)
• 3 packages:TES-UPTRAINPK(36 users trained). Each package contains the below
courses and allows a maximum of 12 persons per training course (onsite).
• 3-PA Training(4 hours with focus on ProjectFlow Administration)
3
a Voo*'�\11 e"
professional services Avolve Statement of Work
• 3 -SA Training(4 hours with focus on ProjectFlow Administration)
• 3—BICWFPRNF(2 hours Best In Class WF for plan reviewers with focus on new
feature for ProjectFlow workflow)
• 3—BICWFCORNF(2 hours Best In Class WF for admins/coordinators with focus
on new feature for ProjectFlow workflow)
S. Launch
o Transition to Support
o Project Completion
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.
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.
1. This Project was scoped based upon purchase of ProjectDox Best In Class,understanding that the site will
be hosted by the City of Bozeman 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.
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 the hardware requirements,as outlined in
the ProjectDox Implementation Guide (a standard end user document that accompanies each version of the
Software) in a timely fashion in order to keep the Project Plan on schedule.
4. 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.
5. 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.
4
a ro i\v le,
professional services Avolve Statement of Work
6.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.
7. Avolve is planning to fully leverage ProjectDox as is,utilizing all built in configuration features to meet the
business needs.
8.Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would
require a modification to this Statement of Work.
*Configuration options are as described by ProjectDox/OAS 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.
*Base integration with ProjectDox is limited to three(3)integration touchpoints to include 1) Configuration of the
Avolve Software project creator service,2)Display of 18 General Permit/Applicant/Contractor application data
fields for display within ProjectDox via a web page/formlet(Permit Information is dependent on the Permitting
Systems API/Web Service availability)and 3)Project/Permit Status Update whereas ProjectDox will notify the
permitting system that the plan review workflow is complete when all reviews are approved(Status update is
dependent on the Permitting Systems API/Web Service availability).
*Advanced Integration with ProjectDox provides a pre-defined list of integration touchpoints based on the
permitting system. Touchpoints are pre-defined and detailed specific to permitting system.
*Custom integrations with ProjectDox require a needs assessment and separate SOW to provide a level of effort
and cost associated to the identified work.
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.
5
a o e
professional services Avolve Statement of Work
Product Name Product Code Description Quantity Unit Price Total Price
ProjectDox upgrade fee from Version 8.3 to 8.6.
ProjectDox PS-Upgrade • Upgrade to Production
Upgrade . Project Management and testing included in
pricing 1 $5,850,00 $5,585.00
• Assumes no changes to servers
• New Features 8.6 Training.(Class size for
training up to 12.Pricing is for remote training)
Professional Services:
ProjectDox PS-DOX
Services • Implementation of 1 ProjectFlow Best in Class
Template
• ProjectFlow Development 1 $25,200.00 $22,200.00
• Standard Integration with SunGard
• PMtQA and Testing
• Go-Live Support
Avolve PS-225 Assurance Services
Assurance Professional Services for Post Go-Live Support 1 $10,000.00 $10,000.00
Services
Includes:
ProjectFlow TES-
Training UPFTRAINPK PA Training(4 hours with focus on Project Flow
Package Administration)
• SA Training(4 hours with focus on Project Flow
Administration)
• BICWFPRNF(2 hours Best In Class WF for 1 $5,850.00 $5,850.00
Plan Reviewers—reviews new features of
ProjectDox and layout of ProjectFlow eForm)
• BICWFCORNF(2 hours Best In Class WF for
Coordinators/Techs—reviews new features of
ProjectDox and layout of ProjectFlow eForm)
Professional Service Hours to include the following:
Professional PS-225 0 Upgrade to the production database copy to the
Services latest release to match the test environment.
Copy of updated database to the test site.
• Update to configuration files for various services,
install SSRS reports, runs database scripts to
update pointers in the database to work with test
environment 15 $225.00 $3,000.00.
• Update connection strings to point to new test
permitting system
• Testing of new environment and moving into
Production.
Please note:Hours do include testing and project
management hours.
6
a Po ry e*
professional services Avolve Statement of Work
Payment for the total amount is due net thirty days(30)from the date of Initial Invoice and
shipment of software. Payment via EFT. License,Maintenance and Training to be $46,635.00
invoiced upon signature.Professional Services to be invoiced upon completion.See notes Grand Total:
for details. Travel and Expenses are not included in this total.
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.
Avolve will invoice Customer for Software Maintenance following the Software Acceptance Date and Customer
shall pay such invoiced amount pursuant to the terms of the Purchase Agreement/Sales Order. For all subsequent
years of Software Maintenance purchased by Customer, invoicing and payments shall be as set forth in the
Purchase Agreement/Sales Order.
Name �`A s 'SLL ame
Title "�"'� G Title C
Signature Signature
Date Date 7 $ 20 1 7
7
a Vo� IN e',
professional services Avolve Statement of Work
Avo4vex 1
S6ftware mange Pequaa fors
Low
E
t
_ a � bmo(r*y ft P XW>�a by � 3
$ the
_ _ t
aft m"aded
OR mn-wit ID" *Road ab Omw may haw on
_ l
W
._... cisl
r
r ��� ' � f irnp ifi�tti�tyJ4gv+lt�►oer� ,�
v
E
E
e
}e
AUTt4
E
fE(
8 4l ,t
8