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23-105 Avolve Software Corporation Software-as-a-Service AgreementPage 1 of 34 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT BETWEEN THE CITY OF CUPERTINO AND AVOLVE SOFTWARE CORPORATION FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT ("Agreement"), by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Avolve Software Corporation, a Delaware corporation with offices at 21001 N Tatum Blvd. Suite 1630-503, Phoenix, AZ, 85050 ("Avolve" or "Software Provider”) (City and Avolve collectively referred to as the "Parties"). RECITALS: The following Recitals are a substantive portion of this Agreement: A.City is a municipal corporation duly organized and validly existing under the laws of the State of California. B.Software Provider has experience providing municipalities with a hosted software-as-a-service (SaaS) 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 (collectively, and as more particularly described in Schedule 1, the "Avolve SaaS Solution"), and also provides professional services to assist customers with among other things, implementation of the Avolve SaaS Solutions and training (collectively, and as more particularly described in Schedule 2, the "Services"). C.City, for the prior 11 plus years (pursuant to prior agreements with Avolve dating back to 2012), has been using a non-hosted, on premises version of the same Avolve software system, and through this Agreement desires to convert and migrate to a hosted version of the Avolve SaaS Solutions, with the prior on-premises licenses (and support for same) terminating upon completion of the conversion and migration described in this Agreement and its Exhibits and Schedules. D.City and Software Provider desire to enter into an agreement for Software Provider's provision of the Avolve SaaS Solutions in support of certain of the City''s online systems. Through this Agreement, Software Provider shall provide to City the Avolve SaaS Solutions specifically described in the attached Schedule 1. 'The full scope of other Services to be provided by Software Provider in support of the onboarding and support of the Avolve SaaS Solutions is described in the attached Schedule 2: The Avolve SaaS Solutions will be provided in connection with Software Provider's Service Level Agreement (the "SLA") attached as Exhibit A. NOW, THEREFORE, the Parties mutually agree as follows: Page 2 of 34 1. TERM The term of this Agreement shall commence on the last date signed below (""Effective Date"") and shall continue in effect for the subscription term set forth in Schedule 1, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The subscription fee for the Avolve SaaS Solutions is payable annually in advance. the subscription will auto-renewal as set forth in Schedule 1, but any extension of the subscription term beyond the original term or requiring additional contract funds are subject to the City's purchasing policy. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall use commercially reasonable efforts to provide the Avolve SaaS Solutions and Support for same to the schedule of performance set forth in the SLA, as described below. A. Responsibilities of Software Provider. Software Provider shall provide the Avolve SaaS Solutions as further described in Schedule 1 and the SLA, which shall include (a) any software, plug-ins, or extensions related to the Avolve SaaS Solutions typically made available to other hosted municipal users in Santa Clara County, California, including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes, (b) end user technical documentation for use of the Avolve SaaS Solutions, in hard copy form or online (the "Documentation"), (c) regular maintenance of Software Provider's system, and (d) other APIs and tools typically provided by Avolve to other hosted licensees in conjunction with the Avolve Saas Solutions. B. Equipment. Other than as may be necessary in connection with the initial onboarding, conversion and migration Services, as described in Schedule 2, Avolve will not be providing any facilities, on-site personnel or equipment to City in connection with this Agreement. Except to the extent otherwise set forth in Schedule 2, the Parties anticipate and agree that all Services should be provided remotely rather than on-site. C. Registration. Prior to using the Services, City shall identify the administrative users for its account ("Administrators"). Each Administrator will be provided an administrator ID and password. Use of the Avolve SaaS Solutions is subject to the limits and restrictions set forth below and in Schedule 1. D. License Grant. Subject to Schedule 1, Software Provider hereby grants City a license to access and use the Avolve SaaS Solutions for the City's internal use purposes. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as necessary to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City's written request. F. Data Protection; Confidential Information. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data ("City Data") as follows: Page 3 of 34 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data residing on Service Provider's systems. For clarity, Service Provider is not responsible for overseeing the security practices of the employees or contractors working for the City. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. Without limiting the foregoing, 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 City 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 use of or 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) (exclusive of PIII) it does not constitute a trade secret and more than three (3) years have elapsed from the date of disclosure. The City is subject to the provisions of the California Public Records Act (Govt. Code § 6250 et seq.) (the “Act”). If the City receives a request of disclosure for items that Avolve believes are its Confidential Information and exempt from disclosure under the Act, and requests in writing that the City refuse the requested disclosure then Avolve agrees to indemnify, defend, and hold harmless the City against any third party claim seeking disclosure of such Confidential Information. G. Software Ownership. Software Provider and its licensors own the Avolve SaaS Solutions, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Avolve SaaS Solutions and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider and its licensors retain all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Avolve SaaS Solutions, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, all derivatives or improvements thereof (including those based on any suggestions, enhancements requests, feedback, recommendations or other information provided by the City or any of its users relating to the Avolve SaaS Solutions), (c) the Avolve SaaS Solutions are licensed on a subscription basis, not sold, and City acquires no ownership or other interest in or to the Avolve SaaS Solutions, or the Documentation other than the license rights expressly stated herein, and (d) the Avolve SaaS Solutions are offered as an on-line, Page 4 of 34 hosted solution, and that City has no right to obtain a copy of the Avolve SaaS Solutions under this Agreement. H. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy, or create derivative works based on the Avolve SaaS Solutions or any element thereof, (ii) interfere with or disrupt the integrity or performance of the Avolve SaaS Solutions or the data contained therein or block or disrupt any use or enjoyment of the Avolve SaaS Solutions by any third party, (iii) attempt to gain unauthorized access to the Avolve SaaS Solutions or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Avolve SaaS Solutions, including on any reports or data printed from the Avolve SaaS Solutions. I. Security Incident. In the event a data breach occurs with respect to City Data residing within the Avolve SaaS Solutions or any Software Provider systems, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. To the extent provided for in the SLA, Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. The Avolve SaaS Solutions may also allow for a number of user- generated reports that City may run for itself. Reports requested or available may include latency statistics, user access, user access IP address, user access history, and security logs for City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support needed on Avolve's side in order to provide the Avolve SaaS Solutions. The technical and professional activities required for establishing, managing and maintaining such Avolve-side environments are the responsibilities of Software Provider. The system shall be available for City's use on a 24/7/365 basis (subject to maintenance downtime described in the SLA). M. Subcontractor Disclosure. Software Provider shall identify any subcontractors who will be used to provide Services directly in support of the City under this Agreement. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a summary of its written business continuity and disaster recovery plan prior to or at the time of Page 5 of 34 execution of this agreement that includes a commercially reasonable recovery time objective (RTO). In the case of Azure Site Recovery, the data image is updated every 5-10 minutes, so if an outage requiring ASR for recovery occurs, the system will have retained all data in the ASR system up until ten minutes prior to the outage. Recovery Time Objective (RTO) is understood as the amount of down time an organization can tolerate before it must return to operations after an outage. Avolve customer environment using Azure Site Recovery should be operational within two (2) hours of a disaster recovery event. The RTO time is also dependent on Avolve’s 3rd party DNS provider’s ability to distribute the updated DNS address within North America and to the rest of the world. Avolve has tested the DNS change can occur within 2 hours in the United States. O. Compliance with Accessibility Standards. Software Provider shall use commercially reasonable efforts to comply with and maintain any industry accessibility standards for SaaS programs similar to the Avolve SaaS Solutions. As Avolve makes additional accessibility improvements or functionality available to other municipal customers it will also make them available to the Customer as part of the Avolve SaaS Solution. In the event the City receives a third party claim based on the Avolve SaaS Solution not being compliant with any laws applicable to City and concerning the accessibility of the disabled, Software Provider will engage a third party accessibility vendor and collaborate with the City to determine what reasonable modifications Software Provider can make to the Avolve SAAS Solution to address accessibility issues and prioritize any mutually agreed upon accessibility modifications within a defined documented timeframe based on severity (critical, high, low). The determination of “critical”, “high” and “low” shall be based on the ability of a user with a disability to successfully navigate the Avolve SAAS Solution according to the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2, Level AA, as amended. Software Provider will remediate defects based on a documented plan with critical and high priority within a mutually agreed upon reasonable time, and will provide a documented plan in consultation with the City to fix any defects with low priority that do not have a suitable work around. P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider's portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for the Avolve SaaS Solutions provided and any separate Services performed pursuant to this Agreement plus a 10% contingency in the amount of $44,425.50 for a total amount not to exceed $488,680.50, as detailed in Schedule 1 and Schedule 2 (unless and until an automatic renewal or an amendment to this Agreement provides for additional compensation payable to Software Provider (for clarity, the contingency will only Page 6 of 34 be paid based on actual additional services rendered). The payments specified in this section shall be the only payments to be made to Software Provider for the Avolve SaaS Solutions and other services rendered pursuant to this Agreement. Software Provider shall invoice City according to the schedules set forth in Schedule 1 and Schedule 2. City shall pay Contractor within thirty (30) days after receipt of Service Provider's invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Each of Software Provider and City will use commercially reasonable efforts to provide resources and perform their obligations so as to meet any agreed timelines and schedules. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City's withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider's obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider's duties hereunder. Notwithstanding the foregoing, Software Provider may assign its complete rights and obligations under this Agreement (upon notice to City but without the need for City's prior consent) to a successor by way of merger or acquisition, including the acquisition of substantially all of Software Provider's assets, provided the successor agrees to comply with all of Software Provider's obligations hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Per the procedures set forth in Section 12, Software Provider shall defend (and have the right and obligation to defend) and indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of this provision by Software Provider. Page 7 of 34 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software Provider agrees to provide reasonable records and documentation to the City on request necessary to monitor compliance with provision. 10. DUTY TO INDEMNIFY AND HOLD HARMLESS1 A. To the fullest extent permitted by law, the Software Provider shall defend the City and the City’s officers, and employees (the "Indemnified Parties") from any third party claims, including, but not limited to, third party claims of personal injury, property damage, and death, to the extent such third party claims arise from the Software Provider or the Software Provider's contractors, subcontractors, agents, or employees' breach of this Agreement, and indemnify the Indemnified Parties from any liability or damages awarded by court of competent final jurisdiction or agreed to in a settlement entered into in accordance with this subsection 10(A). The City shall cooperate reasonably in the defense of any action and provide the Software Provider sole control over the defense, and the Software Provider shall employ competent counsel, reasonably acceptable to the City Attorney, and not enter into any settlement without the prior approval of the City Attorney, not to be unreasonably withheld or conditioned. For clarity, a breach of Software Provider's performance warranty for the Avolve SAAS Solution will not give rise to the indemnification remedy described above (the exclusive remedy for such a breach is set forth in Section 17). B. If a third party makes a claim against the City that any City's use of the Avolve SAAS Solution in accordance with the terms of this Agreement infringes such third party's intellectual property rights, Software Provider, at its sole cost and expense, will defend City against the claim and indemnify City from the damages, losses, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Software Provider, provided that City: (i) notifies Software Provider promptly in writing of the claim; (ii) gives Software Provider sole control of the defense and any settlement negotiations; and (iii) gives Software Provider reasonable assistance in the defense of such claim. If Software Provider believes or it is determined that the Avolve SAAS Solution has violated a third party's intellectual property rights, Software Provider 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, Software Provider may terminate City's use rights and refund any unused, prepaid fees City may have paid to Software Provider. Software Provider will not indemnify the City 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 Software Provider; (2) modifications to the Avolve SAAS Solution, which modifications are not made by Page 8 of 34 Software Provider; (3) failure to use updates to the Avolve SAAS Solution provided by Software Provider; or (4) use of Avolve SAAS Solution except in accordance with any applicable Documentation or specifications. This subsection 10(B) provides THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF AVOLVE AND ITS LICENSORS TO CITY, AND IS CITY’S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. The provisions of this Section 10 survive the completion of the Services or termination of this Agreement. 11. LIABILITY LIMITATIONS With the exception of claims for which Software Provider receives payment under an insurance policy and only for the amount actually received from the insurance company ("Insured Claims"), in no event will Software Provider 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 Insured Claims and direct damages and expenses associated with Avolve’s obligation to indemnify City pursuant to Section 10(B) for infringement or misappropriation, Software Provider’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 five (5) times the amount of fees received by Software Provider under this Agreement in the preceding twelve (12) months. 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. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Page 9 of 34 Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers, or absent findings of non-compliance perform an audit more than once in a calendar year, and all audits shall be handled (to the extent feasible) remotely through paper or electronic responses. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all services required under this Agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal year (or, if different, an annual prepaid subscription period) in the event that funds are not appropriated for the following fiscal year (or, if different, the next annual renewal period), or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available (unless and except to the extent subscription or other fees were prepaid in advance in which case the Agreement will continue through the pre-paid period). This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Bill Mitchell TO SOFTWARE PROVIDER: Avolve Software Corporation 21001 N. Tatum Blvd, Suite 1630-503 Phoenix, AZ 85050 Attn: Mr. Jay Mayne, CFO 16. TERMINATION A. Basis for Termination. In the event either Party fails or refuses to perform or violates any of the provisions hereof at the time and in the manner required hereunder, it shall be deemed in default in the performance of this Agreement. If the Party in default fails to cure the default Page 10 of 34 within the time specified (not to be less than 15 days from receipt of notice) and according to the breach described in the other Party's written notice of default, then in addition to any other remedy available to the noticing Party by law, the noticing Party may terminate the Agreement by giving the Party in default written notice thereof, which shall be effective immediately. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. Further, City may terminate this Agreement in its entirety, for convenience, upon at least ninety (90) days' prior written notice to Software Provider. If City exercises its termination for convenience right during the initial 12 months of the Subscription Term reflected in the Implementation, no refund will be paid for any prepaid annual subscription or other fees. For any termination for convenience after the initial 12 months of the Subscription Term, Software Provider will promptly refund a pro-rated portion of any prepaid annual subscription or other fees. B. Pro Rata Payments. City shall pay Software Provider for professional Services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of professional Services paid as a percentage of the total contract amount. For clarity, this part B does not apply to subscription fees for the Avolve SaaS Solutions. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall for a period of 30 days allow for the download of City data in a mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. 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 City data, but Avolve may charge a reasonable professional Services fee for increased costs incurred. After the 30-day time period has expired, Avolve has no further obligation to retain the City data. If City requests assistance in downloading, formatting, or converting the City data, the parties will execute a reasonable SOW to provide for such Services with reasonable compensation paid to Software Provider. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized by City. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City upon request. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) any professional Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Avolve SaaS Solutions and other Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Avolve SaaS Solutions shall substantially perform in all material respects as described in the Documentation. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability Page 11 of 34 and as City's sole remedy, repair or replace the Avolve SaaS Solutions that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then the City may terminate the relevant subscription and Avolve will refund a pro rata amount of any pre-paid fees for such Avolve SaaS Solutions based on the date of termination of the subscription. Except for the warranty described in this section, the Avolve SaaS Solutions and any professional Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement, each of which is expressly disclaimed by Avolve. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Service Level Agreement, Exhibit, associated instrument, or agreement executed by the Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 22. FORCE MAJEURE Any delay or nonperformance of any provision of this Agreement caused by acts of nature; war; epidemic or pandemic; riots; civil insurrection; acts of civil or military authority taken to protect public health and safety; fires; floods; earthquakes or other natural phenomena; labor strikes, accidents or incidents; changes in Laws; or other cause of the same or other character, any of which are 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. Page 12 of 34 23. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. SOFTWARE PROVIDER APPROVED AS TO FORM: Avolve Software Corporation By: Name: Title: Date: CITY OF CUPERTINO A Municipal Corporation By Title Date APPROVED AS TO FORM: Christopher D. Jensen City Attorney ATTEST: City Clerk DATE: Schedule and Exhibits: Schedule 1 Avolve SaaS Solutions / Term / Restrictions / Pricing Schedule 2 Onboarding and Other Services / SOW / Pricing Exhibit A: Service Level Agreement ("SLA") Exhibit B: Insurance Requirements and Proof of Insurance Jay S Mayne Jay S Mayne CFO Sep 21, 2023 Christopher D. Jensen City Manager Sep 21, 2023 Sep 21, 2023 Page 13 of 34 Schedule 1: Avolve SaaS Solutions / Term / Restrictions / Pricing CUSTOMER INFORMATION Customer Name: City of Cupertino Customer Mailing Address: 10300 Torre Avenue Cupertino, CA Zip: 95014 CUSTOMER CONTACT PRIMARY Name: Bill Mitchell Phone: (408) 777-1333 E-mail: BillM@cupertino.org SECONDARY Name: Nidhi Mathur Phone: (408) 777-3377 E-mail: NidhiM@cupertino.org LICENSES AND SERVICES FEES (USD)* Avolve SaaS Solutions: ProjectDox SaaS Subscription (five years, with automatic renewal as provided below, subject to the City obtaining annual funding approval)  $86,376 – Initial Year (see notes)  $86,376 (Year Two)  $86,376 (Year Three)  $86,376 (Year Four)  $86,376 (Year Five) Plus a 10% contingency in the amount of $44,425.50 for a total amount not to exceed $488,680.50. Maintenance / Support (included in annual subscription fees / no extra charge) Implementation Services  $12,375 (T&M estimate; Services to be provided remotely – See Schedule 2 for details) Total Fees for Initial year: $98,751 (includes estimated T&M Services) Total SaaS Fees Invoiced on Signing: $86,376 Services Fees -- due per Schedule 2 Payment Method: EFT *Fees do not include applicable sales, withholdings or value-added taxes. The Parties do not believe that any such fees will be applicable. NOTES: the Initial year of the subscription will commence on the SaaS Test Environmental Install (rather than Go Live Date). Each subsequent renewal year will commence on the anniversary of that commencement date: After the initial five-year subscription, any renewal date will also be calculated from the SaaS Test Environment Install. The SLA provisions (including available of credits) will become Page 14 of 34 effective on the Go Live Date, which is defined as the date that the Avolve SaaS Solutions are first made available by Avolve to the Customer to release and use in a live, production mode. AUTHORIZED CUSTOMER BUSINESS UNITS / USERS FOR USE OF AVOLVE SaaS SOLUTIONS /' LICENSE LIMITS The City's package of Avolve SaaS Solutions has been priced based on the following included components and limits. Product Name Product Code Description Qty Unit Price Total Price Production Environment Light-Level Capacity ProjectDox SaaS License SAAS.PD OX-P.L Software as a Service (SaaS) for ProjectDox on a Production Environment. Designed for organizations who have approximately 50 concurrent users and 3,000 permits per year. Software included for SaaS Production: • ProjectDox Software Subscription • Unlimited Workflow license Services included for SaaS Production: • Set up and installation of ProjectDox • Managed services • Annual ProjectDox upgrades -Technical Support Production Environment Safeguard: Avolve security policy limits access to the Production environment. External users including the customer’s IT will not be allowed direct access to the Production servers and database. Any development or testing can be performed on the Test environment. 12 months per annual period $6,300 $75,600 Test Environment Light-Level Capacity Proje ctDox SaaS License SAAS.PD OX-T.L Software as a Service (SaaS) for ProjectDox on a Test Environment. Designed for organizations who plan to use the system for development and/or testing with approximately 5 concurrent users and approximately 500 permits per year. Software included for Production: • ProjectDox Software Subscription • Unlimited Workflow license Services included for SaaS Production: 12 months per annual period $1,029 $12,348 Page 15 of 34 Product Name Product Code Description Qty Unit Price Total Price • Set up and installation of ProjectDox • Managed services • Annual ProjectDox upgrades Test Environment Safeguard: Avolve security policy limits access to the Test environment. External users including the customer’s IT can be provided limited VPN access to the Test servers and database such as creation and testing of custom reports. VPN access will be made available upon request at additional cost. SaaS Additional vCore/RAM for Web & Job Processors SaaS- AvCore.R AM- WS.JP Additional 4 vCores and 8 GBs of RAM. Used for adding vCores and RAM to existing Web Server or Job Processor resources. Annual $5,250 $5,250 TES-Video License Subscription TES-VLS TES-Video License Subscription annua1 $5,400 $5,400 Avolve Cloud Additional Storage Host- Store Additional File and Database Storage per GB per month. 2,000 GB added annually $1.51 $3,020.00 SaaS Sub-Total (per annual period): $101,618 Annual Credit for perpetual software trade-in -$15,242* Adjusted SaaS Total per annual period: $86,376 * Note: for the initial five years, the City will receive an annual trade in credit of $15,242 for previously procured Avolve software. This credit is reflected in the annual SaaS cost listed above. SUBSCRIPTIONS FOR PREPAID SERVICES HOURS Product Name Product Code Description Qty Unit Price Total Price Client Success Services Subscription 3 Months SPS-225 Provides for 18 hours to be used over a 3-month period for additional services post go-live assisting in overall customer success. Prepayment required, remaining hours at end of term are not refundable. Recommend use of 6 hours per month. 18 hrs $225.00 $4,050.00 Subscriptions Sub-Total: $4,050.00 Page 16 of 34 PROFESSIONAL S ERVICES FOR ON-BOARDING, CONVERSION AND MIGRATION Product Name Product Code Description Qty Unit Price Total Price (estimate) Avolve Cloud Data Migration PS- DATA- MIG Migration of existing customer data onto the Avolve Cloud. 37 hrs $225.00 $8,325.00 Hosting Sub-Total: $8,325.00 ADDITIONAL RESTRICTIONS ON USE: City will not, and will ensure that its Users do not: (i) 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 City's rights under this Agreement; (iii) use the Avolve SaaS Solution components other than those specifically identified in this Schedule and then only as part of Avolve SaaS Solutions as a whole, even if it is also technically possible for City to access other Avolve SaaS components; (iv) allow use of the Avolve SaaS Solution or any other Avolve materials by anyone other than authorized Users; or (v) 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. City acknowledges that nothing herein will be construed to grant City any right to obtain or use the source code from which Avolve SaaS Solution is delivered. City 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 City damage, destroy, disrupt or otherwise impede or harm in any manner the Avolve SaaS Solution or any systems used by Avolve. City agrees to take all commercially reasonable steps to ensure that Users abide by the terms of this Agreement. Storage. The Avolve SaaS Solutions will include for the subscription term the amount of storage set forth above. City acknowledges that should City exceed the included storage limits after Avolve has sent notice to City in accordance with Avolve's then-current standard storage limits and data backup and patch practices (available upon request), additional charges will be incurred by City. Avolve shall invoice City for any such additional incurred charges, and City shall pay such invoices, in accordance with the provisions of the Agreement. Avolve may, in its discretion, increase the amount of standard storage included at no additional charge with the Avolve SAAS Solution, with such modification to become effective upon the date set forth in Avolve’s written notice. City Connection. During the subscription, City is responsible for obtaining and maintaining connection to the Avolve SAAS Solutions, including the Internet connection. Avolve shall not be responsible for any inadequacy or lack of functionality of City's connection to the Avolve SAAS Solutions or the inability of the City's computer, telecommunications provider, or other equipment and capabilities to access or use the Avolve SAAS Solutions. Third Party Service Providers and Components. Notwithstanding anything to the contrary in this Agreement or any other documents between Avolve and City, City acknowledges and agrees that the Avolve SAAS Solution and its component parts are protected by copyright and other propriety rights of The City will be invoiced each month for the number of Professional Services hours at the hourly rate ($225) consumed during the previous month. A short description of each time entry and a time tracking spreadsheet will accompany the invoice each month and the number of hours remaining in the project budget. Page 17 of 34 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"). City may be held directly responsible by such third-Party vendors for acts relating to the Avolve SAAS Solutions component parts that are not authorized by this Agreement. City's use of such third-Party software is limited to only in conjunction with the Avolve SAAS Solutions and City acknowledges that it is not allowed to modify such third-Party software or use it independent from the Avolve SAAS Solutions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CITY 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. Compatibility Updates. As part of its Support, 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. Passwords, Access. City 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 City. City shall ensure that multiple Users do not share a password or user name. City further acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users. City 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 City. City 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. City agrees not to access Avolve Cloud by any means other than through the interfaces that are provided by Avolve. Transmission Of Data. City understands that the technical processing and transmission of City Data is necessary to use of the Avolve SAAS Solution, and consent to Avolve's interception and storage of City Data. City understands that its Users or Avolve may be transmitting City 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 City Data that are lost, altered, intercepted or stored without authorization during the transmission of City Data across networks not owned by Avolve. City Responsibilities. City will (a) be responsible for Users' compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of City data and the means by which it acquired City 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 Solutions 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 City become aware of any actual or threated security breach, City 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 Solutions). City shall provide sufficient notice to, and obtain sufficient consent from, its Users and any other Party providing personal data to Avolve and its suppliers to permit the processing of data by Avolve and its licensors/suppliers, 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. Page 18 of 34 City Data Backup. The Avolve SAAS Solution is programmed to perform data backups of City data stored within the Avolve SAAS Solutions in accordance with Avolve's then-current standard storage limits and data backup practices (available upon request, with current disaster recovery and backup processes as described in Schedule 1A). Additional data backups may be purchased for an additional fee from Avolve, and such additional data backup services shall be documented in a separate signed order under this Agreement. In the event of any loss, destruction, damage or corruption of City data caused by Avolve or the Avolve SAAS Solutions, Avolve, as its sole obligation and liability and as City's sole remedy, will use commercially reasonable efforts to restore City data from Avolve's most current backup of City data. Page 19 of 34 Schedule 2: Onboarding and Other Services / SOW / Pricing Contract No. Executive Summary This Statement of Work focuses on the migration and deployment of the current Production and Test Environments from the customer’s on-premises environment to Avolve’s SaaS Infrastructure and includes the overall time and cost required to migrate the system including setup, testing, and initial support. High Level Scope of Work SETUP (ON PREMISE TO AVOLVE SAAS MIGRATION 9.2 to 9.2) The project includes 10 (ten) 30-minute weekly status meetings to cover the length of this 10 week project. Production Environment Setup  Provision and configure Production environment  Avolve shall request a backup of any Avolve product databases and installation directories to be shared using one of the following methods: Avolve's encrypted OneDrive shared file server solution, SyncThing or Azure Migrate. o The customer is responsible for providing a copy of the requested databases and installation directories utilizing one of the agreed upon methods listed above. Installation directories are listed below.  ProjectDox Web Server (folders below will vary per customer)  \ProjectDox  \ProjectDox.Web.UI  \ProjectDox.Web.API  \ProjectDox.Portal.Web.UI  \ProjectDox.Portal.Web.API  \ProjectDox.Permitting.Web.API  \PDSF\WFlowDllCache (if NOT over 50GB in size compressed)  \Program Files (x86)\Avolve  ProjectDox Application Server (all ProjectDox Services installation folders)  \Program Files (x86)\Avolve  ProjectDox Database Server (latest Full Backup of databases listed below which will vary per customer)  ProjectDox Database  Portal Database  WorkflowPersistenceStore Database  FTM Database  SyncThing shall be installed and configured on the Avolve SaaS file server for the customer’s new environment and the Customer will install SyncThing on their on-premises system with assistance from Avolve Software. This will create a point-to-point network between two servers and environments for the transfer. o ProjectDox Share Folders shall be configured within the SyncThing application on the customer's side.  UserFilesSource  UserFilesPublish  WFlowDLLCache (only if over 50GB in size compressed) o The same ProjectDox Share Folders are configured within the SyncThing application on the in the Avolve SaaS environment. Page 20 of 34  UserFilesSource  UserFilesPublish  WFlowDLLCache (only if over 50GB in size compressed) o SyncThing application has a unique GUID created upon installation and configured in each corresponding application so that communication can only occur between those two servers.  Azure Migrate requires the installation of the Azure Migrate Agent on a temporary dedicated VM (Virtual Machine) server/workstation which will create a exact copy of the source server () where the ProjectDox File Share folders exist. This could be one or more servers depending on the customer’s hardware configuration. Production Environment Data Migration and Configuration  Avolve shall install the matching SaaS Solution major version of the software to the Customer’s current on- premises version with upgrade to the latest point release available (latest current release of 9.2).  Avolve shall restore copies of system databases to the new SaaS server environments.  Avolve shall make necessary site configuration updates for the new SaaS environments.  Avolve shall restore the ProjectDox integrations (including with Accela and Laserfiche).  Avolve with assistance from the customer, will initiate the SyncThing/Azure Migrate file transfer providing a gradual transfer of copies of the files from the customer's on-premises installation to the new Avolve SaaS environment in the background. o Once all files have been copied from each of the folders, SyncThing will continually monitor real-time any changes that occur in the folders keeping the production environment up to date until the cut-over date. o Customer may be requested to restart SyncThing/Azure Recovery Agent as required for the on-premises environment. Customer Tasks  Provide final copy of Production databases after system lockout to Avolve provided Storage Account in Azure o ProjectDox Database o Portal Database o WorkflowPersistenceStore Database o FTM Database  Send notification of System outage of up to 1 business day for SaaS Migration cutover date to Customer’s ProjectDox Users (  Update any documentation relevant to the move to SaaS (i.e., new website URL)  Update integration URLs as required  Verify all files have been transferred via SyncThing/Azure Migrate to the SaaS Cloud environment for items below and upon verification, PAUSE all active Folder Syncs. o UserFilesPublish (UFP) o UserFilesSource (UFS) o WorkflowDLLCache (only if over 50GB in size compressed)  Apply redirect of DNS for existing site URL to point to new Avolve Production SaaS URL  Install IE11/Edge in IE Mode Brava Viewer Components as required for internal or external staff members of the Customer requiring the use of IE11/Edge in IE Mode for file viewing and markup functionality  Refreshed SaaS Production Environment Signoff  Uninstall SyncThing/Azure Migrate  Decommission on-premises ProjectDox Production environment after 2 weeks of cut-over to SaaS User Acceptance Testing Upon completion of the setup and configuration of the production environment the Customer will be provided Page 21 of 34 access to provide end-to-end testing to validate the system setup and functionality (system configuration, emails, integration) and document any identified issues into the issues log located on the Avolve sponsored SharePoint site for the project. Avolve will resolve any identified issues to allow the customer retest to gain acceptance. UAT (User Acceptance Testing) is allocated for a 10-business day period  Test both new and existing projects for ProjectFlow and Standard/Legacy for each type of workflow  Test integration both new and existing projects for ProjectFlow and Standard/Legacy for each type of workflow, as applicable  Test Export and Import Process, as applicable SaaS Production Launch The on-premises system will be placed in maintenance mode and allow the final preparations and data transfers for the Avolve SaaS Production Environment to be conducted, including all configuration updates. After the final data cutover, the customer will conduct a final end-to-end test leading into final launch/go-live.  Customer will provide new backups of the production system databases for the Avolve team to apply for the scheduled production cutover date to the SaaS environment.  Avolve will restore the provided backups in the new SaaS environment.  The ProjectDox configurations will be updated to match the new server environment for SaaS.  ProjectDox integrations will be restored.  The customer is responsible for redirecting the existing on-premises URL DNS for the production site to point to the new Avolve SaaS URL and disabling of the on-premises environment.  SyncThing/Azure Migrate will be disabled on both the on-premises file server and the Avolve SaaS file server.  Customer will be responsible for the disabling/removing of SyncThing/Azure Migrate from their on-premises environment. Launch The Avolve project manager will assist the customer with any product-related errors or questions about the software for 30 days post-go-live. After the 30 days go-live period the project will be considered complete, and the customer shall be introduced and transitioned to the Avolve support team. The extension of support from the project manager can be extended with the purchase of post go live subscription services program.  Go-Live  Transition to Support Test Environment Setup  Avolve shall provision new servers in the Avolve SaaS Environment for the Test Environment. o Includes setup of the process to take a backup file of the test database and restore nightly to the TEST SQL environment for reporting. o Setup of single County user to use Remote N-Central Account access to Test SQL. o The customer is responsible for providing a copy of the required Test system databases per the request utilizing Avolve’s encrypted OneDrive shared file server solution.  ProjectDox Installation Folder/Directory  Project Creator Service Installation Folder/ Directory  ProjectDox Utility Service Installation Folder/ Directory  ProjectDox.Web.UI  ProjectDox.Web.API  WWF Service Installation Folder/ Directory  WCF Service Installation Folder/ Directory Page 22 of 34  ProjectDox Database  Portal Database  WorkflowPersistenceStore Database  ProjectDox Share Folders shall be configured within the SyncThing/Azure Recovery Agent application on the customer's side. o WFlowDLLCache  The same ProjectDox Share Folders are configured within the SyncThing/Azure Recovery Agent application on the in the Avolve SaaS environment. o WFlowDLLCache  Both SyncThing/Azure Migrate applications have a unique GUID that is created upon installation and the GUID is configured in each of the corresponding applications so that communication can only occur between those two servers. Test Environment Data Migration and Configuration  Avolve shall install the matching SaaS Solution major version of the software to the Customer’s current on- premises version with upgrade to the latest point release available (latest current release of 9.2).  There will be no files transfer for the test environment for files (drawing plans/supporting documents) from UserFilesSource and UserFilesPublish  Avolve shall restore copies of system databases to the new SaaS server environments.  Avolve shall make necessary site configuration updates for the new SaaS environments.  Avolve shall restore ProjectDox integrations.  There will be no files transfer for the test environment for drawing plans (UserFilesSource and UserFilesPublish)  Customer may be requested to restart SyncThing/Azure Migrate as required for the on-premises environment, if applicable.  Customer is responsible for updating and redirecting the existing on-premises URL DNS for the test site to point to the new Avolve SaaS URL and disabling the on-premises environment.  SyncThing/Azure Migrate will be disabled on both the on-premises file server and the Avolve SaaS file server for the test environments, if applicable.  The Customer will be responsible for disabling/removing SyncThing/Azure Migrate from their on-premises test environment, if applicable. User Acceptance Testing Upon completion of the setup and configuration of the test environment the Customer will be provided access to provide end-to-end testing to validate the system setup and functionality. UAT (User Acceptance Testing) is allocated for a 5-business day period. Project Close Out The Avolve project manager will be engaged to assist the customer with any product-related errors or questions about the software for 30 days post-live. After the 30 day go-live period, the project will be considered complete, and the customer shall resume using the support portal for assistance. The project manager's support extension can be extended with assurance service hours on a time and material basis. ACCEPTANCE PROCESS There will be Key Deliverables, as identified in the Project Activities/Deliverable Payment Schedule, 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 Page 23 of 34 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 the Customer does not accept or reject within such period. This acceptance will initiate the invoice of the applicable milestone. PROJECT ASSUMPTIONS AND CAVEATS 1. 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.  2. 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 to keep the Project Plan on schedule.  3. Customer and its third parties and/or subcontractors will fulfill the hardware and network requirements, as outlined in the ProjectDox/OAS Implementation Guide (a standard end user document that accompanies each version of the Software) in a timely fashion to keep the Project Plan on schedule.  4. This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go- live goals. To that end, a Not-to-Exceed 37 hours have been allocated to services and training on this project. Should the customer cause or contribute to the delay of any Deliverable, extend scope of schedule, a Change Request(s) may be issued for the incremental costs associated with delay or expansion. 5. Cancellation or reschedule requests within 72 hours (about 3 days) of the upgrade/training date may result in a 20% cancellation fee. The 20% fee will be calculated on the total services for the project minus any Assurance Services. 6. All parties will prioritize their efforts to meet the Project Plan schedule to achieve a rapid roll out model. 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. 7. 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 ensure that meeting scheduling is adequately before these resource allocations. 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.   9. Avolve and Customer agree to cooperate in good faith to complete the Services and Deliverables quickly and efficiently. 10. A list of decommissioned features and integration touch points associated to the upgrade to ProjectDox 9.2 is available for review upon request. The customer assumes responsibility for reviewing and notifying the appropriate internal and third-party persons about said changes. 11. Formatting, data and/or alterations to customized reports are not covered under this Statement of Work unless explicitly identified in the scope of work.    12. Workflow, Project template, and/or Report enhancements are not covered under this Statement of Work unless explicitly identified in the scope of work.  13. In the event the Customer delays the progression of the implementation and Avolve Software resources are placed on-hold and/or removed from the project a Change Request will be issued and all hours that have been completed to that point will be invoiced. Avolve Software will not guarantee Project Managers and/or Technical Avolve resources will be available to re-deploy immediately upon resolution of the issue. Avolve requires 4 weeks’ notice Page 24 of 34 of intent to restart the project, to assess available resources to determine the next available timeframe and communicate any restart costs to restart the project. 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 AND EXPENSE Pricing and payment terms are as set forth in the Purchase Agreement/Sales Order.  Professional Service hours will be invoiced monthly as time and materials based on the rate for the applicable resources.   Training will be invoiced as courses are completed at the identified fixed price provided in the Purchase Agreement/Sales Order.   No Travel and Expenses are estimated for this project. If onsite work is requested by the customer will be invoiced as incurred for trips to the Customer offices. Customer will only be invoiced for actual expenses incurred. PROJECT ACTIVITIES / 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. This scope of work is based on a 10 week implementation schedule. Week Phase Deliverable Deliverable/Acceptance Criteria Week 1 Kickoff  Project Kick Off Meeting  Project Plan Week 2 * Setup SaaS Production Environment Week 3* Configure SaaS Production Environment Deliver Functional SaaS Production System Week 4-5 UAT SaaS Production Environment Sign off Acceptance Document Week 6 Setup SaaS Test Environment Deliver Functional SaaS Test System Week 7 Cutover SaaS Production Environment Deliver Functional SaaS Production System Week 7 Go Live SaaS Production Environment Production SaaS Live Sign off Acceptance Document Page 25 of 34 Week 8 Configuration SaaS Test Environment Deliver Functional ProjectDox Week 9 UAT SaaS Test Environment Sign off Acceptance Document Week 10 Project Completion Sign off Acceptance Document Client Success Services * Note: the data migration is part of weeks 2 & 3 in the setup and configuration of the production environment. A final sync is done in Week 7. 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. 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. -end of Schedule Page 26 of 34 Exhibit A: Service Level Agreement ("SLA") SUPPORT PROCESS AND SERVICE LEVEL AGREEMENT Avolve's current support process (Support) and service level agreement (SLA) commitments 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. City personnel receive Support Portal login credentials promptly following purchase of rights to use the Avolve SaaS Solution. After a login is received, the City 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. 8 AM – 5 PM MST, Monday through Friday (excluding standard holidays). 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 City and its City Users outside of the hours of 7 AM through 9 PM East Coast Time on business days during the Subscription Term. Avolve shall provide no less than five (5) days advance notice to City of any planned downtime. City 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 City in advance of rending the Avolve SaaS Solution unavailable or, if not reasonably feasible, notice to City promptly following the rendering of the Avolve SaaS Solution unavailable. City 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. City 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: Incident Response, Resolution, and Restoration Times Severity Level System Down Critical High Medium Low Response Time 1 hour 4 business hours 12 business hours 24 business hours 48 business hours Resolution Time 4 hours 6 hours 24 hours Reasonable Best Effort Reasonable Best Effort Incident Reports 24 Hours n/a n/a n/a n/a *Normal Business Hours: 8:00 a.m. through 5:00 p.m. Mountain Standard Time, Monday through Friday (excluding standard holidays). Page 27 of 34 Support Classification Definitions: • Response Time. Once a problem has been reported, the City receives an acknowledgement by email, chat, 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, City may receive regular communications, via email, chat, 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 City determine the status and duration of the issue reported. Any communications outside the support portal, unless scheduled by Avolve Support such as an online conference (e.g., Zoom or Teams), will not be considered as part of Avolve's SLA. Tickets forwarded to Avolve Development/QA or 3rd Party Software company for further analysis or patch development, may result to delayed updates to the City. • Resolution Time. It is the time the issue should be resolved. In some instances, a resolution may still be a temporary fix beyond the viable workaround. This incident occurs if the solution requires a product patch and/or product upgrade that result to a longer resolution schedule. • Severity Re-classification. Avolve and the City can reclassify the severity of a ticket if required. Severity Type Definitions: • System Down: A complete system failure impacting City's ability to use the system that affects their business operations. From a time management perspective, it is urgent and important. Examples of a system down severity is when all users are unable to login or various errors occur simultaneously for all users. Avolve Support will respond to the ticket within 1 hour and try to restore the system within 4 hours. City's administrators, IT, and/or users experiencing the issue may need to be available to help address specific tickets. If it requires further investigation and longer resolution time, a temporary workaround (i.e., restoration) will be determined with the City to allow operations to proceed during business or non-business hours. Status updates will be provided periodically, on a System Down tickets 24x7 until resolution. Infrastructure issues are often resolved quickly by service or system restart. Any potential system alerts will be promptly addressed in an effort to avoid issues from reoccurring. Avolve will create a new ticket with a low severity rating if the issue has been resolved but require further root-cause analysis. • Critical: An application failure impacting 1 or more end-users' ability to use the system and affects critical operations that need to be addressed immediately. From a time management perspective, it is urgent and important for some users. Examples of a critical severity is when 1 or more users are unable to upload files, batch stamp approved plans, open several files, or run reports after several attempts. Avolve Support will respond to the issue within 4 hours and try to resolve the issue within 6 hours. City's administrators, IT, and/or users experiencing the issue may need to be available to help address specific issues. If it requires further investigation and longer resolution time, a temporary workaround (i.e., restoration) will be determined with the City to allow operations to proceed during business hours. Critical tickets will be immediately worked on until restoration from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work beyond work hours will be addressed on Page 28 of 34 the following workday and within business hours. Avolve will create a new ticket with a low severity rating if the issue has been resolved but require further root-cause analysis. • High: An error that causes Avolve product to fail with minimal business impact. From a time management perspective, it is not urgent but important. Examples of a high severity are intermittent but frequent operational errors that need to be addressed. Avolve Support will respond to the issue within 12 business hours and try to resolve the issue within 24 business hours. If it requires further investigation and longer resolution time, a temporary workaround will be determined with the City to allow operations to proceed during business hours. Support will work on the issue from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work beyond business hours will be addressed on the following workday and within business hours. Avolve will create a new ticket with a low severity rating if the issue has been resolved but require further root-cause analysis. • Medium: An error that causes Avolve product to fail with no significant business impact. From a time management perspective, it is not urgent and slightly important to some users. Examples of a medium severity are how-to questions, or specific issues only occurring to a single end- user. Avolve Support will respond to the issue within 24 business hours and resolve the issue within reasonable best efforts. Support will work on the issue from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work beyond business hours will be addressed on the following workday and within business hours. • Low: A service request for a new feature, additional documentation, or an explanation of product functionality that does not impact business operations. From a time management perspective, it is not urgent with low importance. Avolve Support will respond to the issue within 48 business hours and resolve the issue within reasonable best efforts. Support will work on the issue from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work beyond business hours will be addressed on the following workday and within business hours. 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. • End-user's computer hardware/software configurations such as OS (e.g., Linux or older Windows versions) or browser versions 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 City decisions, actions, system configuration/ modification, policies and/or procedures. • Problems caused by City's custom application code authorized to be developed using Avolve APIs as set forth in the documentation accompanying such API and the City's Agreement. • Problems caused by updates or upgrades of City-used (rather than Software Provider- provisioned) 3rd party applications that are integrated with Avolve products and/or services. Page 29 of 34 • All Training programs, regardless of software version updates and/or upgrades. • On-premises type of support including but not limited to: (a) End-user's Windows configuration issues; (b) On-prem firewall or other security device configuration; (c) On-prem VPN, proxy servers, or other internal devices that connect to the Avolve SaaS solution; (d) City DNS, SSL certifications, or Azure AD configurations and updates if used for the Avolve SaaS solution; (d) On-prem or end-user's network performance monitoring and updates; (e) End- User browser support; (f) User-modified and new workflows or eforms. Additional services may be purchased for an additional fee. • Any other reasons set forth in the City'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 City. Any services provided for exclusions shall be paid by City at Avolve's then-current rates, as well as all travel and other expenses incurred by Avolve in providing such services. City's Obligations for Operational Support. To facilitate clear and consistent communication and timely issue resolution, City 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 City 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 City system for the purpose of problem determination and analysis. Where reasonably necessary to provide Support, City shall provide Avolve's technical support personnel reasonable, remote access capabilities into City's systems. Upon Avolve's request, City will also provide reasonable supporting data to aid in the identification and resolution of the issue. Service Level Commitments Uptime commitment. Per Avolve's SaaS agreement, Avolve will use commercially reasonable efforts to make the Avolve SaaS Solution available. The Annual Uptime Percentage has 2 components: The infrastructure uptime, which is dependent on Microsoft's SLA; Avolve software, which is 99.5%, excluding Planned Downtime.  In the event that Avolve does not meet this uptime commitment, City will be eligible to receive a service credit for 1% of the monthly fee for each one (1) hour of downtime during City's normal business hours, up to 50% of City'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 City. • "Availability" means the ability to log into the Avolve SaaS Solution. • "Claim" means a claim for a service credit City submits by opening a support case with Avolve, on the basis that the hosted Avolve SaaS Product infrastructure has been Unavailable to City during a service month. • "Pro-Rated Monthly Subscription Fee" is calculated by dividing the City's applicable annual Avolve SaaS Solution subscription fee by twelve. Page 30 of 34 • "Unavailability" means the inability to log into the Avolve SaaS Solution. Service Credit Requests To receive a service credit, City 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 City'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 City from receiving a service credit. If Avolve validates the Claim, then Avolve will promptly issue the service credit. Service Credit Provisions Service credits are City'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 City 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 City submits in any calendar month shall not, under any circumstance, exceed in the aggregate 50% of the City'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 City-side Internet access or other related City-side problems; • That result from City'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 City 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 City's (and its Users') passwords or equipment; • Arising from Avolve's suspension and termination of City's right to use the hosted infrastructure in accordance with the Agreement; and • That result from Avolve application software implementation errors caused by the City's configuration, customization, or installation, or other City-side human errors. Page 31 of 34 • Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to City. Avolve may, but is not obligated to, issue a Service Credit in Avolve's sole discretion where City's use of the Avolve SaaS Solution may be Unavailable due to factors other than expressly provided here in this SLA. End of Schedule 2. Page 32 of 34 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider's insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be Page 33 of 34 at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. Automobile Liability ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Page 34 of 34 4. SUBCONTRACTORS Software Provider agrees to be responsible for the performance of any subcontractors the same as if the individual performing or assisting in the performance of services were employees of Software Provider. Third-party software vendors and hosted service providers, including Microsoft, are not considered subcontractors of Software Provider for the purposes of this Agreement. 5. HIGHER INSURANCE LIMITS If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider while the higher limits are maintained but Provider will not be required to maintain insurance above the minimums shown above. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/22/2023 Brown &Brown Insurance of AZ,Inc 2800 North Central Avenue,Suite 1100 Phoenix AZ 85004 Marie Puetz,CISR 602-664-7043 602-287-6743 marie.puetz@bbrown.com Travelers Insurance Company of Canada AVOLSOF-01 Travelers Property Casualty Co of AM 25674AvolveHoldcoCorporation,Avolve Software Corporation 21001 N Tatum Blvd STE 1630-503 Phoenix AZ 85050 Travelers Indemnity Company 25658 1602883842 B A X 1,000,000 X 1,000,000 10,000 X Dec =$0 1,000,000 2,000,000 X X Foreign Liab Y Y ZLP41M23114 UXTRV30797 1/2/2023 1/2/2023 1/2/2024 1/2/2024 2,000,000 Aggregate 2,000,000 C A 1,000,000 X X X Foreign X HNOA Y Y BA9J542207 UXTRV30797 1/2/2023 1/2/2023 1/2/2024 1/2/2024 Any One Accident 2,000,000 B X X 4,000,000YCUP3L9956421/2/2023Y 1/2/2024 4,000,000 X 10,000 C X N Y UB8J755123 1/2/2023 1/2/2024 1,000,000 1,000,000 1,000,000 B A Domestic Tech E&O/Cyber Liab Canadian Tech E&O/Cyber Liab N N N N ZPL21P05221 UXTRV30797 1/2/2023 1/2/2023 1/2/2024 1/2/2024 Per Claim/Aggregate Retention Aggregate/Deductible 5,000,000 10,000 5,000,000/10,000 Blanket Additional Insured applies where required by written contract to General Liability per attached form CG D4 17 02 19 including Blanket Waiver of Subrogation.Blanket Primary &Non-Contributory applies to General Liability per attached form CG T1 00 02 19.Blanket Additional Insured applies to Auto Liability per attached form CA T4 37 02 15.Blanket Automobile Liability Waiver of Subrogation applies per form CA T3 40 20 15.Excess Liability is Following Form for both General Liability and Automobile Liability. Blanket Waiver of Subrogation applies to Workers'Compensation per attached form WC000313 (00)-01.Privacy Liability is added to the Network and Information Security Coverage Form #PR T1 03 01 17. Professional Liability/Cyber Liability Retroactive Date:1/2/2015 See Attached... City of Cupertino 10300 Torre Avenue Cupertino CA 95014 THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: AVOLSOF-01 1 1 Brown &Brown Insurance of AZ,Inc Avolve Holdco Corporation,Avolve Software Corporation 21001 N Tatum Blvd STE 1630-503 Phoenix AZ 85050 25 CERTIFICATE OF LIABILITY INSURANCE City of Cupertino,its City Council,Officers,Officials,Employees,Agents,Servants,Volunteers as Additional Insured where required by written contract. ..,.._ TRAVELERS] ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 0313 (00)-01 POLICY NUMBER: (UB8J755123) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 1-2-23 ST ASSIGN: Avolve Software Corporation Software-as-a-Ser vice Agreement Final Audit Report 2023-09-22 Created:2023-09-20 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA6Z1CXQ_6soTWMe11GyVTQphwuNZxRy2O "Avolve Software Corporation Software-as-a-Service Agreement " History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2023-09-20 - 11:46:29 PM GMT- IP address: 69.181.168.76 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2023-09-21 - 0:21:32 AM GMT - Time Source: server- IP address: 69.181.168.76 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-09-21 - 0:21:35 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-09-21 - 6:39:44 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Nidhi Mathur (nidhim@cupertino.org) for approval 2023-09-21 - 6:39:47 PM GMT Email viewed by Nidhi Mathur (nidhim@cupertino.org) 2023-09-21 - 6:59:26 PM GMT- IP address: 172.225.88.140 Document approved by Nidhi Mathur (nidhim@cupertino.org) Approval Date: 2023-09-21 - 7:54:22 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to bcrawford@avolvesoftware.com for approval 2023-09-21 - 7:54:24 PM GMT Email viewed by bcrawford@avolvesoftware.com 2023-09-21 - 7:56:38 PM GMT- IP address: 104.47.58.254 Signer bcrawford@avolvesoftware.com entered name at signing as Bruce Crawford 2023-09-21 - 8:00:58 PM GMT- IP address: 98.210.224.120 Document approved by Bruce Crawford (bcrawford@avolvesoftware.com) Approval Date: 2023-09-21 - 8:01:00 PM GMT - Time Source: server- IP address: 98.210.224.120 Document emailed to jmayne@avolvesoftware.com for signature 2023-09-21 - 8:01:02 PM GMT Email viewed by jmayne@avolvesoftware.com 2023-09-21 - 8:01:25 PM GMT- IP address: 104.47.56.254 Signer jmayne@avolvesoftware.com entered name at signing as Jay S Mayne 2023-09-21 - 8:02:00 PM GMT- IP address: 76.154.132.115 Document e-signed by Jay S Mayne (jmayne@avolvesoftware.com) Signature Date: 2023-09-21 - 8:02:02 PM GMT - Time Source: server- IP address: 76.154.132.115 Document emailed to christopherj@cupertino.org for signature 2023-09-21 - 8:02:05 PM GMT Email viewed by christopherj@cupertino.org 2023-09-21 - 8:14:06 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-09-21 - 8:14:19 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-09-21 - 8:14:21 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-09-21 - 8:14:23 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-09-22 - 0:19:15 AM GMT- IP address: 104.47.73.254 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-09-22 - 0:19:34 AM GMT - Time Source: server- IP address: 64.60.120.210 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-09-22 - 0:19:36 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-09-22 - 0:22:08 AM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-09-22 - 0:22:18 AM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2023-09-22 - 0:22:18 AM GMT