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22-126 Avolve Software for Software ProjectDox Maintenance Page 1 of 9 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND AVOLVE SOFTWARE FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and AVOLVE SOFTWARE a Corporation whose address is 4835 E. Cactus Road, Suite 420, Scottsdale, AZ 85254 ("Software Provider") (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 is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City ProjectDox Maintenance relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is 3 Years, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’s appropriate department head or the City Manager may extend the Term through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions 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 perform each and every service to the schedule of performance set forth in the SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary or use of the Services, in hard copy Page 2 of 9 form or online (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. 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. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. 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 essential 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. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 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. 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. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, 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 retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, 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, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other Page 3 of 9 interest in or to the Services, the Software, or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectl y,: (i) modify, translate, copy, or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, 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 notifyin g City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all 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 related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface Page 4 of 9 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 services performed pursuant to this Agreement in a total amount not to exceed ($84,000.00)dollars. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount FY22 Renewal 28,000.00 FY23 Renewal 28,000.00 FY24 Renewal 28,000.00 - 84,000.00 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 Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 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. 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 Page 5 of 9 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. Software Provider shall 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. 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 records and documentation to the City on request necessary to monitor compliance with this provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless 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 for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or subcontractors, except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other costs and fees of litigation. Provider agrees to obtain executed indemnity agreements with provisions identical Page 6 of 9 to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. 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 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’s 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. 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 in the event that funds are not appropriated for the following fiscal year, 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. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. Page 7 of 9 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 4835 E. Cactus Road, Suite 420 Scottsdale, AZ 85254 Attention: Scott Simon 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider 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 or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for 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 service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. 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. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose Page 8 of 9 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. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the SLA. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the 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. 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. Page 9 of 9 22. 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. CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ Christopher D. Jensen City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER Avolve Software By ___________________ Title ___________________ Date __________________ Jay S Mayne CFO Aug 29, 2022 Christopher D. Jensen GIS Manager Aug 29, 2022 Aug 29, 2022 City of Cupertino, CA Quotation for ProjectDox® Maintenance Contract Renewal 3-year quote to be invoiced annually Prepared by Your Avolve Software Representative Scott Simon Maintenance Renewal Manager 4835 East Cactus Road Suite 420 Scottsdale, AZ 85254 www.avolvesoftware.com Telephone: 480-320-2438 Email: ssimon@avolvesoftware.com EXHIBIT A ProjectDox® Contract Renewal Quotation Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 Nidhi Mathur City of Cupertino, CA Project Manager nidhim@cupertino.org (408) 777-3377 Quotation Valid Until: 09/14/2022 ProjectDox Maintenance Contract Renewal Quotation Product Name Product Code Quantity Unit Price Discount Total Price ProjectDox Dev or Test License Maintenance Term: 09/15/2022 to 09/14/2023 MAINT-PDOX-D4 1.00 $2,500.00 $2,500.00 Land Development Workflow Process (Maintenance) Term: 09/15/2022 to 09/14/2023 380-AWP-LD-M 1.00 $6,000.00 $6,000.00 ProjectDox QuikStart System (75,000 Population) Maintenance Term: 09/15/2022 to 09/14/2023 380-QS75-M 1.00 $19,500.00 $19,500.00 Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and shipment of software. Payment via EFT. See notes for details. 2022 renewal Grand Total: $28,000.00 ProjectDox Dev or Test License Maintenance Term: 09/15/2023 to 09/14/2024 MAINT-PDOX-D4 1.00 $2,500.00 $2,500.00 Land Development Workflow Process (Maintenance) Term: 09/15/2023 to 09/14/2024 380-AWP-LD-M 1.00 $6,000.00 $6,000.00 ProjectDox QuikStart System (75,000 Population) Maintenance Term: 09/15/2023 to 09/14/2024 380-QS75-M 1.00 $19,500.00 $19,500.00 Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and shipment of software. Payment via EFT. See notes for details. 2023 renewal Grand Total: $28,000.00 Your signature below grants approval for Avolve Software to invoice your company for the Annual Maintenance on your Avolve product software. ProjectDox® Contract Renewal Quotation Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 ProjectDox Dev or Test License Maintenance Term: 09/15/2024 to 09/14/2025 MAINT-PDOX-D4 1.00 $2,500.00 $2,500.00 Land Development Workflow Process (Maintenance) Term: 09/15/2024 to 09/14/2025 380-AWP-LD-M 1.00 $6,000.00 $6,000.00 ProjectDox QuikStart System (75,000 Population) Maintenance Term: 09/15/2024 to 09/14/2025 380-QS75-M 1.00 $19,500.00 $19,500.00 Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and shipment of software. Payment via EFT. See notes for details. 2024 renewal Grand Total: $28,000.00 ProjectDox® Contract Renewal Quotation Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 85254 Notes: 1.Your maintenance support contract is due to expire on September 14, 2022. 2.Maintenance includes all service packs, service releases, and upgrades to modules purchased. Maintenance also includes unlimited help desk support available from 8 a.m. to 5 p.m. Arizona time, Monday through Friday as well as web and email support. Maintenance is charged at the Avolve Software's then-current list price. 3.Avolve Software Corp. will notify customers via email to a designated primary contact, of updates, which may be downloaded from the ASC web site or some mutually acceptable method of delivery. Customer Sales Order and Agreement (02092017)Page 1 of 6 Exhibit A Avolve Support Terms These Avolve Support Terms (“SLA”) defines the maintenance and support services (“Avolve Support”) which Avolve Software Corporation (“Avolve”) shall provide to any customer (“Customer”) who is entitled pursuant to a separate written sales order (the “Sales Order”) with Avolve to Avolve Support. This SLA defines Avolve Support for both traditional licensees (“Licensees”) of Avolve software (the “Software”). For the avoidance of any doubt, customers who have not purchased Avolve Support and customers who are not current on their fees are not entitled to Avolve Support. This SLA, together with the Sales Order and the Avolve General Terms and Conditions, represents Customer’s Agreement (as such term is defined in the Avolve General Terms and Conditions). 1.Avolve Maintenance and Support. 1.1. Avolve Support refers to all maintenance and support services standardly provided by Avolve to current customers for the standard, not-customized Software. The following are included in standard Avolve Support: (a)New releases of Software within an integer version of said Software (e.g. all 9.2.x and 9.3.x versions of ProjectDox); (b)Patches and “hot fixes” within the integer version of said Software; (c)Trouble-ticket reporting systems for Software within the integer version of said Software in accordance with this SLA; (d)Integrations to third-party software and systems defined by Avolve as “Standard Integrations”; and (e)(Avolve) ProjectDox Workflows and eForms defined by Avolve as “Best-in-Class,” or otherwise designated by Avolve as “standard derivatives” of Best-in-Class workflows and eForms. A standard derivative workflow and or eForm is considered that can be reasonably implemented by way of features and functions included in the Software, and for which additional, custom software code development is not required. 2.Portal. Avolve will provide reasonable portal support for problem determination and resolution for problems arising during normal operation of the Software. Avolve may require the Customer to provide a written assistance request describing the problem. All issues MUST be reported via the portal. Support Portal: https://support.avolvesoftware.com Upon first entering the portal, the Customer may request a login and Avolve limits logins to one or more agents per Customer. After a login is received, the Customer may enter, track, update, and report on trouble ticket as well as communicate with Avolve helpdesk staff via phone, email, web meeting, and/or ticket notes. In addition to working with members of Avolve’s Support Team, Customers have access to, Latest Product News Articles, FAQs, Documentation, and a Knowledge-base via the Support Portal as well. 3.Support Eligibility. Customers are eligible for Avolve Support once they have approved their implementation and are ready to go-live with Avolve Software products. Before this time, Support for Avolve Software products will be performed by the Implementation Team assigned to the Customer’s implementation. After the implementation is approved, a demonstration of the Support Portal will be provided to the Customer’s designated Avolve Software products Support Contacts. Showing them how to access the Support Portal, submit tickets, update tickets, and use the other features provided by the Support Portal. The designated Avolve Software products Support Contacts must have previously attended the Avolve Software products Administrator training before their account is enabled on the Support Portal. 4.Support Hours. 4.1. Licensees with a support contract will receive assistance during Avolve’s normal business hours of 8:00 a.m. through 5:00 p.m., Monday through Friday (excluding standard holidays), Mountain Time. Customer Sales Order and Agreement (02092017) Page 2 of 6 5. Releases Included. Avolve Support for Licensees of the Software includes all minor and maintenance releases. Avolve reserves the right to charge upgrade fees for major releases or major ancillary program components. Additionally, some features may or may not be activated based on license terms. 5.1. For the purposes of this SLA, (i) “maintenance releases” shall mean such bug fixes and/or platform updates that are designated by an increment in the last decimal of the release i.e. n.n.1 by Avolve; (ii) “minor releases” shall mean such bug fixes, platform updates, and/or minor product enhancements that are designated by an increment in the second decimal of the release i.e. n.1.n by Avolve; and (iii) “major releases” shall mean such bug fixes, platform updates, and major product enhancements and/or new features that are designated by an increment in the whole number of the release i.e. 1.n.n by Avolve. 5.2. To the extent applicable, all Avolve Support provided to Customer (including all maintenance releases, minor releases, and major releases) shall be subject to the applicable license agreement between Avolve and Customer. 6. 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 busines s hours Resolution Time Reasonable Best Effort Reasonable Best Effort Reasonable Best Effort Reasonable Best Effort Reasonabl e 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 Time, Monday through Friday (excluding standard holidays). Support Classification Definitions: • Response Time. Once a problem has been reported, the Customer 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, Customer 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 customer 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 customer. Customer Sales Order and Agreement (02092017) Page 3 of 6 • Resolution Time. It is the time the issue should be resolved, or a viable workaround should have been agreed on between the Avolve and the customer. 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 Customer can reclassify the severity of a ticket if required. Severity Type Definitions: • System Down: A complete system failure impacting Customer’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 reasonable best effort. Customer’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 will be determined with the Customer 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. If it is determined that the issue is an on-premises infrastructure issue, the customer will be responsible for resolving the issue. 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 reasonable best effort. Customer’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 will be determined with the customer 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 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 reasonable best effort. Customer’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 will be determined with the customer 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. Customer Sales Order and Agreement (02092017) Page 4 of 6 • 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. Customer’s administrators, IT, and/or users experiencing the issue may need to be available to help address specific issues. 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. Customer’s administrators, IT, and/or users experiencing the issue may need to be available to help address specific issues. 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. 7. Exclusions. Avolve will have no obligation to support the following, pursuant to the terms of this Agreement: 7.1. Software use not covered by an active support contract and/or not in compliance with a valid agreement with Avolve. A support contract must cover all Software licenses purchased. 7.2. Software that is altered or modified other than as approved in writing by Avolve. 7.3. Any Software that is either not within the current major (integer) release or is more than two (2) minor releases back from the current minor release within the major (integer) release. 7.4. Problems caused by misuse or misapplication of the Software, including any anomalies and/or failures in test or production operating environments that impact the Software and are determined to have their cause due to unwarranted Customer decisions, actions, system configuration/ modification, policies and/or procedures. 7.5. Software installed on any computer hardware/software configurations not supported by Avolve. 7.6. Problems caused by Licensee custom application code authorized to be developed using Avolve APIs as set forth in the documentation accompanying such API and Licensee’s Agreement. 7.7. Problems caused by updates or upgrades of 3rd party applications that are integrated with Avolve products. 7.8. Updating OS patches for on-premises servers. 7.9. On-premises type of support including but not limited to: (a) Windows configuration issues; (b) SQL Database maintenance and or tuning; (c) VMWare tuning or configuration; (d) Firewall or other security device configuration; (e) VPN, proxy servers, router, network, or other internal devices; (f) Disk failures and server issues; (g) Server and network performance monitoring and updates; (h) End-User browser support; (i) User-modified and new workflows or eForms; (j) Analysis of an issue which became known to be an on-prem infrastructure or 3rd party problem. Additional services may be purchased for an additional fee. 7.10. Services required to implement any updates, upgrades, or releases on Customer’s network, as well as all other operational support issues, are not included with Avolve Support. Such additional services may be purchased for an additional fee. 7.11. All Training programs, regardless of software version updates and/or upgrades. Customer Sales Order and Agreement (02092017) Page 5 of 6 7.12. Periodic or reoccurring meetings on support tickets but can be scheduled for a fee. 7.13. Add-ons (as such term is defined in the Customer’s Agreement). 7.14. Any other reasons set forth in the Customer’s Agreement. Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to Customer. Any services provided for exclusions shall be paid by Customer at Avolve’s then-current rates, as well as all travel and other expenses incurred by Avolve in providing such services. 8. Customer’s Obligations for Operational Support. 8.1. Contact Person(s). Customer will designate up to two (2) contact person(s) (or such other replacement individuals as Customer may designate in writing) (each a “Contact Person”), who shall be the sole contacts for the coordination and receipt of the Support Services set forth in this SLA. Each Contact Person shall be knowledgeable about, as applicable, the Software. If Avolve is unable to contact any designated Contact Person through the specified means for a period of time and such contact would be helpful for performing the Support Services, Avolve may refuse to perform the Support Services until Avolve is able to contact a designated Contact Person, in which case the times for resolution set forth in Section 6 will be suspended for such period of time. 8.2. Remote Access. For the purpose of problem determination and analysis, Customer will provide, as necessary and at Customer’s discretion, the Technical Support Team with remote access capabilities into Customer’s system’s running the Software. 8.3. Supporting Data. Customer will provide reasonable supporting data to aid in the identification and resolution of the issue. 8.4. Installation. Unless otherwise instructed by Avolve, Customer will be responsible for installing any error correction, update, or upgrade. 8.5. Initial Troubleshooting. Customer’s Support Contact has the responsibility of performing due diligence in resolving issues prior to contacting support and will be expected to provide additional details as a result of their investigation of the issue. 9. Term. The term of this agreement shall be as set forth on the Sales Order associated with this SLA and shall continue unless terminated pursuant to the terms of the Agreement. 10. Fees / Termination / Renewal. Customer shall pay Avolve the applicable fee as listed on the Sales Order for all Software use rights for which Customer purchased (the “Fees”). Fees will be billed and due as provided for in the Agreement. Fees are paid in advance and are irrevocable and non-refundable (except for the limited credit right set forth in Section 10 below and if set forth expressly otherwise in the Agreement). If Licensee fails to pay all Fees by the due date, this SLA, and all Avolve Support provided for under it, may be immediately terminated, without notice, by Avolve. Alternatively, Avolve, in its sole discretion, may elect to continue to provide Avolve Support and assess interest at a rate of up to 18% per annum, not to exceed the minimum amount allowed by law. To reinstate or renew Avolve Support (if reinstatement is allowed by Avolve at its sole discretion), Customer must pay in advance and in full all Fees that were considered in arrears at that time. 11. Credits. Should Avolve fail to meet any of the commitments set forth in this SLA, AS CUSTOMERS SOLE AND EXCLUSIVE REMEDY: Customer Sales Order and Agreement (02092017) Page 6 of 6 11.1. Licensees. Licensees of Software shall be entitled to receive a service credit of 1% of the licensee’s monthly prorated support fees, per incident in a given month, up to a maximum 50% of monthly prorated support fee payable by the customer. The amount of compensation may not exceed 50% of the licensee’s monthly support fee. This means that if a customer has two (2) incidents in which Avolve failed on the initial response within the time frame stated, they are entitled to receive a service credit of 4% of the prorated monthly support fee. 11.2. Requesting a Credit. As outlined in this SLA, Avolve shall issue a service credit to Customer’s account if Avolve does not meet the guaranteed response time limits mentioned in the SLA. The Service Credit will be applied to the clients next invoice that is due, after the credit has been requested and approved by a member of the Avolve Management staff. In order for a customer to receive a credit on their account, the customer must request the service credit within seven (7) business days of the incident in which the response time was not met. This credit request must come from the authorized e-mail account for the customer’s account and must be submitted directly in the form of a ticket via the customer’s portal account. The ticket must include the customer’s account information, and the Ticket Number in which the response time was not met by Avolve’s Support Department. Since all response times are checked through the Ticket Helpdesk System, there will need to be a Ticket Number mentioned and/or the dates and times that the incident(s) occurred. The Service Credit Request will be reviewed by a member of Avolve’s Management staff to make sure the request is valid, and the customer will receive notification of a Service Credit approval or denial. If a Service Credit Request has been approved, the Service Credit will be applied to the customer’s next due invoice. Contract No. ________ Page 1 of 3 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 at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ 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. At the City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 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 2 of 3 Contract No. ________ Page 3 of 3 4. SUBCONTRACTORS Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. 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 . 6.ADEQUACY OF COVERAGE City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 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 1/3/2022 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 4835 East Cactus Road,Ste.420 Scottsdale AZ 85254 Travelers Indemnity Company 25658 1006996073 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 1/2/2022 1/2/2022 1/2/2023 1/2/2023 2,000,000 Aggregate 2,000,000 C A 1,000,000 X X X Foreign X HNOA Y Y BA9J542207 UXTRV30797 1/2/2022 1/2/2022 1/2/2023 1/2/2023 Any One Accident 2,000,000 B X X 4,000,000YCUP3L9956421/2/2022Y 1/2/2023 4,000,000 X 10,000 C X N Y UB8J755123 1/2/2022 1/2/2023 1,000,000 1,000,000 1,000,000 B A Domestic Professional/Cyber Liab Canadian Professional/Cyber Liab N N N N ZPL21P05221 UXTRV30797 1/2/2022 1/2/2022 1/2/2023 1/2/2023 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 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 4835 East Cactus Road,Ste.420 Scottsdale AZ 85254 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. ProjectDox Maintenance Final Audit Report 2022-08-29 Created:2022-08-29 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA5r6VafZIasJfkO9FGfglcfrC_o8tgxhx "ProjectDox Maintenance" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-29 - 7:06:08 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-08-29 - 7:09:45 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2022-08-29 - 7:11:55 PM GMT- IP address: 69.181.110.140 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-08-29 - 7:13:33 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-08-29 - 7:13:35 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-08-29 - 7:39:17 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to jmayne@avolvesoftware.com for signature 2022-08-29 - 7:39:19 PM GMT Email viewed by jmayne@avolvesoftware.com 2022-08-29 - 8:27:44 PM GMT- IP address: 104.47.58.254 Signer jmayne@avolvesoftware.com entered name at signing as Jay S Mayne 2022-08-29 - 8:28:17 PM GMT- IP address: 70.185.38.206 Document e-signed by Jay S Mayne (jmayne@avolvesoftware.com) Signature Date: 2022-08-29 - 8:28:19 PM GMT - Time Source: server- IP address: 70.185.38.206 Document emailed to christopherj@cupertino.org for signature 2022-08-29 - 8:28:21 PM GMT Email viewed by christopherj@cupertino.org 2022-08-29 - 8:41:39 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-29 - 8:41:54 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-29 - 8:41:56 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2022-08-29 - 8:41:59 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2022-08-29 - 9:26:54 PM GMT- IP address: 104.47.73.254 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2022-08-29 - 9:27:05 PM GMT - Time Source: server- IP address: 73.231.141.55 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-29 - 9:27:08 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-29 - 9:38:53 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-29 - 9:39:00 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-08-29 - 9:39:00 PM GMT