16-110 Avolve Software, Creation of Custom ReportsCI T Y OF
a
CUPERTINO
SHORT FORM AGREEMENT
(Less than $5,000)
CITY OF CUPERTINO
10300 Torre Avenue
Cupertino, CA 95014
408-777-3200 NO. 2017-
po 1--ct :J. -z.o+
This Agreement, made and entered into this I Ith day of August, 2016, (the "Effective Date") is by and
between the City of Cupertino (hereinafter "City") and Avolve Software 4835 East Cactus Road, Suite 420,
Scottsdale, AZ 95254 (hereinafter "Contractor"), in consideration of their mutual covenants, the parties agree as
follows:
A. SCOPE OF SERVICES. Contractor shall provide or furnish the following specified services and/or
materials: Creation of custom reports.
Check box if services are further described in Exhibit A. ~
B. TERM: The services and/or materials furnished under this Agreement shall commence on August 11, 2016
and shall be completed no later than December 30, 2016.
C. COMPENSATION: For the full performance of this Agreement, CITY shall pay Contractor a total
amount not to exceed ONE THOUSAND EIGHT HUNDRED dollars ($1 ,800.00), as set forth in Exhibit
A. California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed
on a Public Works contract in excess of$1,000.00. Contractor shall comply with all applicable provisions
of law, including, without limitation , Labor Code Sections 1771, 1776, 1777.5 and 1810 .
D. EXHIBITS: The following attached exhibits hereby are made part of this Agreement:
~Exhibit "A"-Scope of Services
DExhibit "B"-Compensation
DExhibit "C"-Special Requirements :
GENERAL TERMS AND CONDITIONS
1. Hold Harmless. Contractor shall , to the fullest extent allowed by law and without limitation of the provisions of
this Agreement related to insurance, with respect to all services performed in connection with the Agreement,
indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and
against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including
any injury to or death ofany person or damage to property or other liability of any nature, whether physical , emotional,
consequential or otherwise, arising out, pertaining to, or related to the negligent performance of this Agreement by
Contractor or Contractor's employees, officers, officials, agents or independent contractors. Such costs and expenses
shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees oflitigation.
The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of
this Section survive the completion of the Services or termination of this Contract.
2. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another,
assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained,
only those people whose names are listed this Agreement shall be used in the performance of this Agreement.
3. Assignment. Contractor may not assign, transfer, or subcontract this Agreement or any portions thereof, without
prior written consent of City.
4. Insurance. Contractor shall maintain the following insurance coverage, with the City as an additional named
insured, and provide a Certificate of Insurance and Additional Insured Endorsement consistent with the following
requirements:
(a) Workers' Compensation: Statutory coverage as required by the State of California.
(b) Liability: Commercial general liability coverage in the following minimum limits:
Pagel o f 3
Avolve Soft ware, 8-11-1 6
Bodily Injury : $500,000 each occurrence; $1,000,000 aggregate -all other
Property Damage : $100 ,000 each occurrence; $250,000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,000 will be
considered equivalent to the required minimum limits shown above.
(c) Automotive: Comprehensive automotive liability coverage in the following minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
(d) Professional Liability: Contractors in regulated professions shall maintain professional liability
insurance which includes coverage for the professional acts, errors and omissions of Contractor in the amount of at
least $1,000,000.
5. Subrogation Waiver. Contractor agrees that in the event ofloss due to any of the perils for which it has agreed to
provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for
recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive
liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right
to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any
loss under such insurance.
6. Termination of Agreement. In the event Contractor fails or refuses to perform any of the provisions hereof at the
time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this
Agreement. If Contractor fails to cure the default within the time specified and according to the requirements set forth
in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager
may terminate the Agreement by giving Contractor written notice thereof, which shall be effective immediately. The
City Manager shall also have the option , at its sole discretion and without cause, of terminating this Agreement by
giving seven (7) calendar days' prior written notice to Contractor as provided herein. Upon receipt of any notice of
termination , Contractor shall immediately discontinue performance.
7. Non-Discrimination. Contractor shall not discriminate against a job applicant, employee, City employee, or a
citizen on the basis ofrace, color, national origin , ancestry, religion, gender, sexual orientation or other protected class
of such person .
8. Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the
sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall
be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other
obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor
performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services
are being performed by the contractor. Contractor shall comply with all applicable Federal, State, and local laws and
ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license
ordinance.
9. Permits and Licenses. Contractor, at his/her own expense, shall obtain and maintain during the term of this
Agreement, all appropriate permits , licenses, and certificates including but not limited to a City business license, that
may be required in connection with the performance of services under this Agreement.
10. Reports and Records. Each and every report, draft, work product, map, record and other document, hereinafter
collectively referred to as "Report", reproduced, prepared or caused to be prepared by Contractor pursuant to or in
connection with this Agreement, shall be the exclusive property of City. Contractor shall not copyright any Report
required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created
pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become
the property of City , and all publication rights are reserved to City. Contractor may retain a copy of any report
furnished to the City pursuant to this Agreement.
Page 2 of J
A va lve Software, 8-11 -16
Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other s uch
information required by City that relate to the performance of services under this Agreement, in sufficient detail to
permit an evaluation of services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to
such books and records to the representatives of City or its designees at all proper times, and gives City the right to
examine and audit same, and to make transcripts therefrom as necessary , and to allow inspection of all work, data,
documents, proceedings and activities related to this Agreement. Such records, together with supporting documents,
shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after
Contractor receives final payment from City for all services required under this agreement.
11. Changes. No changes or variations of any kind are authorized without the written consent of the City.
CONTRACT CO-ORDINATOR and representative for CITY shall be: Albert Salvador, Building Official
In witness thereof, the parties have executed this Agreement the day and year first written above .
CITY OF CUPERTINO:
By:----"~"-----=--~?rA~W_ctlJ!_( __
nate:_--k-r---i~i_--+-i ~b------
APPROVALS EXPENDITURE DISTRIBUTION
DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT
NlA I 00-73-714 700-702 $1,080.00
'fAf>p__ C ITY ATTORNEY APPROVED AS TO FORM DATE I 00-71-701 700-702 $540.00
100-82-804 700-702 $180.00
Total: $1,800.00
Page 3 of3
Avolve Software. 8-11 -16
Project
Quotation for ProjectDox® ePlan Solution
July 11, 2016
a ol e
~oft v21 re
Prepared By Your Avolve Software Representative
Lora Shaffer
Director -West Customer Relationship Manager
4835 East Cactus Road
Suite 420
Scottsdale, AZ 85254
www.avolvesoftware.com
Telephone: 480-662-9729
Email: lshaffer@avolvesoftware .com
Exhibit A
a ol e,
s o ft w a r f~ ProjectDox® Price Quotat ion
Nidhi Mathur
Project Manager
Date of Quo tat ion: 8/2 /20 16
Quotation Valid Until: 10/31/2016
City of Cupertino, CA
nidhim@cupertino.org
Product
Na me
Profess io n al
Services -
!Custom
Re~crt l
Product Code
PS-225
Description Quantity
-
Creation of custom report 1
Payment for the total amo un t is due net thirty days (30) from the date of Init ia l Invoice and shipment of
softwa re. Payment via EF T. See notes for details. Travel and Expenses are not included in thi s
total.
Notes:
EFT Remittance:
Avo lve Software I Compass Bank
Routing'#. :221 057 44
Acco unt #: 25 197 533 00
NA v1 E: _,_,.~_c____._lL_(J\),_..J_· _W ______ _
v
TI T LE :_fA~~. ~
SIGNATUR E -e~~~--{t_.-~---__ _
DATE !/?;ftt,o
Unit
Price
s 1.800 .0'..J
Grand
To tal :
Total
Price
S1 800 .00
$1.800.00
By signing this Order Form customer acknowledge and agrees to , if purchasing (a) licenses and/or support and
maintenance , Avolve's Software License and Support Agreement General Terms and Conditions and Avolve 's
Maintenance and Support Level Agreement ; (b} professional services , Avolve 's Professional Services Agreement; and (c}
training services, the Avolve University Training Terms and Conditions; and (d) hosting services, Avolve 's Hosting Service
Level Agreement. Customer acknowledges that it has been provided reasonable access to the applicable documents
listed herein online at www.avo lvesoftware .co m and knowingly consents to the same . Resellers acknowledge that they
will have end users formally acknowledge and be bound by all applicable Avolve Terms and Conditions as described
above .
Avo lve Software Corporation 14835 East Cactus Road I Suite 420 I Scottsda le. Arizona 85254