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AVOLVE SOFTWARE CORPORATION
Software as a Services Agreement
This agreement("Agreement") is made this 6th day of January 2026 ("Effective Date")
by and between Avolve Software Corporation, a Delaware corporation with offices at 21001 N
Tatum Blvd. Suite 1630-503 Phoenix, Arizona 85050, United States of America, ("Avolve" or
"Services Provider") and City of Meridian ("Customer").
WHEREAS Avolve offers remotely hosted subscription, software-as-a-service access (on
hardware owned or operated on behalf of Avolve by a third party hosting service provider such
as Microsoft Corporation)to Avolve's software (collectively, such hosted electronic plan review
and project information management, collaboration and review system, including all software
applications, application program interfaces, modules, databases, hardware, infrastructure,
documentation and system administration, management and monitoring activities that Avolve
provides for the software shall be referred to herein as the "Avolve SAAS Solution");
WHEREAS Avolve provides professional services ("Professional Services")to assist customers
with among other things, implementation of the Avolve SAAS Solution and training;
WHEREAS the Customer desires to purchase use rights forthe Avolve SAAS Solution and related
Professional Services (the "Initial Purchase") from Avolve and, pay for such purchases either
directly or pursuant to an agreement between the Customer and a third party financing source
reasonably acceptable to Avolve (the "Financing Company"); and
WHEREAS Avolve and Customer now desire to provide the terms and conditions under which
Avolve will provide the Initial Purchase to Customer, as well provide the terms and conditions
for the Customer to purchase other Professional Services from Avolve, with or without the
assistance of Financing Company or another paying agent;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises
set forth herein,Avolve and Customer agree as follows.
SECTION A. —AVOLVE SAAS SOLUTION
1. Avolve SAAS Solution.
a. Use Rights. Subject to Customer's compliance with all the terms and conditions
of this Agreement, Avolve grants to Customer a non-exclusive, non-transferable,
non-sublicensable right) to permit Users to use the Avolve SAAS Solution
identified in the Implementation SOW, attached hereto as Exhibit A, for
Customer's internal business operations, pursuant to and as described in the
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ProjectDox ePlan Solution Proposal, attached hereto as Exhibit B, solely for the
Customer for the period of Three Years, calculated from the Effective Date (the
"Term"). Promptly following the Effective Date, subject to Customer timely
providing all information reasonably requested by Avolve in writing, Avolve will
set-up an instance of the Avolve SAAS Solution and provide system log-in access
to the Customer's designated resource User. Customer acknowledges that
failure to timely respond to Avolve's requests may result in a delay in set-up and
covenants to timely provide all reasonably requested information. As used in this
Agreement, "User" means authorized Customer employees and third parties that
require access to the Avolve SAAS Solution in connection with the Customer's
internal business operations, such as the Customer's administrators,
contractors, reviewers, and applicants. There may be different types/levels of
Users for the Avolve SAAS Solution, such as administrator Users, if so identified
in the Implementation SOW.
b. Storage. The Avolve SAAS Solution will include for the Term the amount of
storage set forth in the Implementation SOW. Customer acknowledges that
should Customer exceed the included storage limits after Avolve has sent notice
to Customer in accordance with Avolve's then-current standard storage limits
and data backup practices (available upon request), additional charges will be
incurred by Customer. Avolve shall invoice Customer for any such additional
incurred charges, and Customer shall pay such invoices, in accordance with
Section C of this Agreement. Avolve may, in its sole discretion, modify the
amount of standard storage included at no additional charge with the Avolve
SAAS Solution, with such modification to become effective upon the effective
date of any renewal term provided that Avolve provides Customer written notice
of such modification at least ninety days in advance of the expiration of the then-
current Term.
C. Restrictions on Use. Customer will not, and will ensure that its Users do not: (i)
except as expressly stated herein, copy, reproduce, distribute, republish,
download, display, host or transmit in any form or by any means, including but
not limited to electronic, mechanical, photocopying, recording, or other means,
any part of Avolve SAAS Solution or any other Avolve materials; (ii) use the Avolve
SAAS Solution or any other Avolve materials to provide services to third parties
(e.g., business process outsourcing, service bureau applications or third party
training); (ii) assign, sublicense, sell, lease, loan, resell, sublicense or otherwise
distribute or transfer or convey the Avolve SAAS Solution or any other Avolve
materials, or pledge as security or otherwise encumber Customer's rights under
this Agreement; (iii) make any use of or perform any acts with respect to the
Avolve SAAS Solution or any other Avolve materials other than as expressly
permitted in accordance with the terms of this Agreement; or (iv) use the Avolve
SAAS Solution components other than those specifically identified in the
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Implementation SOW and then only as part of Avolve SAAS Solution as a whole,
even if it is also technically possible for Customer to access other Avolve SAAS
Solution components; or (v) modify, further develop or create any derivative
works of, disassemble, decompile, reverse engineer or otherwise attempt to
obtain or perceive the source code from which any part of Avolve SAAS Solution
is compiled or interpreted, or access or use Avolve SAAS Solution in order to build
a similar or competitive product or service; (vi) allow use of the Avolve SAAS
Solution or anyotherAvolve materials byanyone otherthan authorized Users; (vii)
publish any results of benchmark tests run on Avolve SAAS Solution; (viii) unless
otherwise expressly authorized in writing by Avolve, use the Avolve SAAS Solution
in connection with any software product or tools, or any other software as a
service not provided by Avolve; and (ix) input, upload, transmit or otherwise
provide to or through Avolve SAAS Solution or any systems used by Avolve
anything that is unlawful, injurious, or contains, transmits or activates any
harmful code. Customer acknowledges that nothing herein will be construed to
grant Customer any right to obtain or use the source code from which Avolve
SAAS Solution is delivered. Customer shall not tamper with or attempt to disable
any security device or protection used by Avolve SAAS Solution or any other
Avolve materials, nor shall Customer damage, destroy, disrupt or otherwise
impede or harm in any manner the Avolve SAAS Solution or any systems used by
Avolve. Customer agrees to take all commercially reasonable steps to ensure
that Users abide by the terms of this Agreement and expressly agrees to
indemnify Avolve, its officers, employees, agents and subcontractors from and
against all claims, liabilities, losses, damages and costs (including reasonable
attorney fees) suffered by Avolve arising from a breach by the User of the
conditions of this Agreement.
d. High-Risk Activities. The Avolve SAAS Solution is not fault-tolerant and is not
designed, manufactured, or intended for use or resale as online control
equipment in hazardous environments requiring fail-safe performance, such as
in the operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control, direct life support machines or weapons systems, in
which the failure of the Avolve SAAS Solution or derived binaries could lead
directly to death, personal injury, or severe physical or environmental damage.
The Avolve SAAS Solution is also not designed or intended for use with Federal
Tax Information (FTI) as defined in the Internal Revenue Service Publication 1075
(IRS 1075) or criminal justice information ("CJI"), such as fingerprint records and
criminal histories. Customer shall not use the Avolve SAAS Solution for any of
these high-risk activities, including without limitation transmitting, storing or
otherwise processing any FTI or CA with the Avolve SAAS Solution.
e. Project Administrator. Customer agrees, if not already designed in the
Implementation SOW, to promptly designate in writing one person to be the
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Customer's point person responsible for all communications with Avolve (the
Customer's"Project Administrator"). The Project Administrator is responsible for
project administration duties as documented in the Avolve systems guides,
statements of work, and documentation (collectively, the "Documentation"), as
provided for time to time by Avolve to Customer.
f. Customer Connection. During the Term, the Customer is responsible for
obtaining and maintaining connection to the Avolve SAAS Solution, including the
Internet connection. Avolve shall not be responsible for any inadequacy or lack
of functionality of Customer's connection to the Avolve SAAS Solution or the
inability of the Customer's computer, telecommunications provider, or other
equipment and capabilities to access or use the Avolve SAAS Solution.
g. Third Party Service Providers and Components. Notwithstanding anything to the
contrary in this Agreement or any other documents between Avolve and
Customer, Customer acknowledges and agrees that the-Avolve SAAS Solution
and its component parts are protected by copyright and other propriety rights of
Avolve and one or more third party software vendors (including Oracle and Open
Text Corporation ("OTC") (all such third party vendors, including without
Limitation Oracle and OTC, shall be referred to herein as "third party vendors" or
"third party software vendors"). Customer may be held directly responsible by
such third party vendors for acts relating to the Avolve SAAS Solution component
parts that are not authorized by this Agreement. Customer's use of such third
party software is limited to only in conjunction with Avolve SAAS Solution and
Customer acknowledges that it is not allowed to modify such third party software
or use it independent from Avolve SAAS Solution. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE CUSTOMER WAIVES, AND WILL CAUSE ITS USERS TO
WAIVE, ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTY
SOFTWARE VENDORS THAT ARISE UNDER THIS AGREEMENT.
h. Compatibility Updates. Avolve will make commercially reasonable efforts to
update the Avolve SAAS Solution, if and as required, to cause it to operate under
new versions or releases of current operating systems and internet browsers,
within fifteen (15) months of general availability.
i. Passwords, Access. Customer may designate and add Users and shall provide
and assign unique passwords and user names to each authorized User pursuant
to Avolve's then-current protocols. At Avolve's discretion, Users may be added
either by Avolve or directly by Customer. Customer shall ensure that multiple
Users do not share a password or user name. Customer further acknowledges
and agrees that it is prohibited from sharing passwords and/or user names with
unauthorized users. Customer will be responsible for the confidentiality and use
of its Users passwords and user names. Avolve will act as though any electronic
communications it receives under such passwords, user names, and/or account
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numbers have been sent by Customer. Customer agrees to immediately notify
Avolve if it becomes aware of any loss or theft or unauthorized use of any of
passwords, user names, and/or account numbers. Customer agrees not to
access Avolve Cloud by any means other than through the interfaces that are
provided by Avolve.
j. Transmission Of Data. Customer understands that the technical processing and
transmission of Customer Data is necessary to use of the Avolve SAAS Solution,
and consent to Avolve's interception and storage of Customer Data. Customer
understands that its Users or Avolve may be transmitting Customer Data over the
Internet, and over various networks, only part of which may be owned by Avolve.
Avolve is not responsible for any portions of Customer Data that are lost, altered,
intercepted or stored without authorization during the transmission of Customer
Data across networks not owned by Avolve.
k. Customer Responsibilities. Customer will (a) be responsible for Users'
compliance with this Agreement, (b) be responsible for the accuracy, quality and
legality of Customer Data and the means bywhich it acquired Customer Data, (c)
be responsible for cooperating and assisting Avolve as reasonably requested by
Avolve to facilitate performance of its obligations and exercising of its rights under
this Agreement, (d) use the Avolve SAAS Solution and any other materials
provided by Avolve only in accordance with the Documentation and applicable
Laws and government regulations, including complying with all applicable legal
requirements regarding privacy and data protection so as to not violate the
intellectual property, privacy or any other rights of any third parties, and (e) use
commercially reasonable efforts to prevent any security breach, including any
unauthorized access to or use of the Avolve SAAS Solution. Should Customer
become aware of any actual or threated security breach, Customer shall
promptly notify Avolve and take all reasonable and lawful measures within its
control that are necessary to stop the activity or threatened activity and to
mitigate its effects (including, where applicable, by discontinuing and preventing
any unauthorized access to the Avolve SAAS Solution). Customer shall provide
sufficient notice to, and obtain sufficient consent from, its Users and any other
party providing personal data to Avolve and its suppliers (including the Microsoft
Corporation)to permit the processing of data by Avolve and its supplier, and their
respective affiliates, subsidiaries, and service providers solely to the extent such
processing of data is expressly allowed for under this Agreement, including for
the purpose of disclosing it to law enforcement or other governmental authorities
as directed by Avolve solely to the extent Avolve is required to do so by law, or
otherwise mutually agreed to in writing by the parties.
I. Data Backup. The Avolve SAAS Solution is programmed to perform data backups
of Customer Data stored within the Avolve SAAS Solution in accordance with
Avolve's then-current standard storage limits and data backup practices
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(available upon request). Additional data backups may be purchased for an
additional fee from Avolve and such additional data backup services shall be
documented in an SOW pursuant to Section B of this Agreement. In the event of
any loss, destruction, damage or corruption of Customer Data caused by Avolve
or the Avolve SAAS Solution, Avolve, as its sole obligation and liability and as
Customer's sole remedy, will use commercially reasonable efforts to restore
Customer Data from Avolve's most current backup of Customer Data.
M. Ownership. Customer acknowledges and agrees that Avolve owns all right, title,
and interest in and to all intellectual property rights (including all derivatives or
improvements thereof) in the Avolve SAAS Solution and any suggestions,
enhancements requests, feedback, recommendations or other information
provided by Customer or any of its Users related to the Avolve SAAS Solution.
Customer's use rights to the Avolve SAAS Solution and the related materials
supplied by Avolve pursuant to this Agreement are strictly limited to the right to
use the proprietary rights in accordance with the terms of this Agreement. No
right of ownership, expressed or implied, is granted under this Agreement.
2. Security. The security, privacy and data protection commitments set forth in this
Agreement only apply to products and services provided by Avolve directly to Customer
and do not include any products or services resold by Avolve hereunder, including any
hosting services provided by Microsoft Corporation pursuant to the Customer's
Microsoft Customer Agreement.
a. Security Program. Avolve has implemented and maintains an information
security program that incorporates administrative, technical, and physical
safeguards designed to protect the security, confidentiality, and integrity of the
Customer Data provided by Customer and its Users to Avolve in accordance with
this Agreement.
b. Annual Audit. Avolve will use commercially reasonable efforts to conduct an
annual security audit of Avolve using an independent third party selected by
Avolve. Upon the Customer's written request, a copy of the final report from any
such audit shall be promptly provided the Customer. The Customer agrees that
any such reports or other information provided to Customer concerning any audit
shall be the Confidential Information of Avolve.
C. Security Breach. Avolve will notify Customer promptly and in no event later than
one (1) business day following Avolve's discovery of a Data Security Breach
(defined below) and shall (i) undertake a reasonable investigation of the reasons
for and the circumstances surrounding such Data Security Breach and (ii)
reasonably cooperate with Customer in connection with such investigation,
including by providing Customerwith an initial summary of the results of Avolve's
investigation as soon as possible, but in all cases within two (2) business days
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after the date Avolve discovered or reasonably suspected a Data Security Breach,
and then regular updates on the investigation as it progresses; (iii) not make any
public announcements relatingto such Data Security Breach without Customer's
prior written approval, which shall not be unreasonably withheld; (iv) use
commercially reasonable efforts to take all necessary and appropriate corrective
action reasonably possible on Avolve's part designed to prevent a recurrence of
such Data Security Breach; (v) collect and preserve evidence concerning the
discovery, cause,vulnerability, remedial actions and impact related to such Data
Security Breach, which shall meet reasonable expectations of forensic
admissibility; and (vi) if requested by Customer, at Customer's cost, provide
notice to individuals or entities whose Confidential Information was or may have
been affected in a manner and format specified by Customer. In the event of any
Data Security Breach is caused by Avolve, Customer shall have, in addition to all
other rights and remedies available under this Agreement, law and equity, the
right to terminate the Agreement upon thirty (30) days prior written notice. For
purposes of this Agreement, the term "Data Security Breach" shall mean any of
the following occurring in connection with Customer Data in connection with
Customer's and its Users'authorized use of the Avolve SAAS Solution: (a)the loss
or misuse of Customer Data; and (b) disclosure to, or acquisition, access or use
by, any person not authorized to receive Customer Data, other than in
circumstances in which the disclosure, acquisition, access or use is made in
good faith and within the course and scope of the employment with Avolve or
other professional relationship with Avolve and does not result in any further
unauthorized disclosure, acquisition, access or use of Customer Data.
d. Signatures. The parties shall use electronic signatures for all agreements unless otherwise prohibited
by law.
3. Suspension Right. Avolve reserves the right to include disabling devices in the service and software provided
under this Agreement and to use such disabling devices to suspend access and/or use when any payment is
overdue or when Avolve believes that Users are using the Avolve SAAS Solution and/or any other materials or
services provided by Avolve hereunder not in accordance with the Documentation, this Agreement and/or
applicable laws and government regulations. In addition,if Customer is using Microsoft Corporation for hosting
services, Microsoft Corporation may terminate or suspend Customer's hosting services in accordance with the
Customer's Microsoft Customer Agreement and, should this happen, Customer will not be able to access the
Avolve SAAS Solution. Customer agrees that Avolve shall not be liable to Customer, Users or to any third party
for any suspension or inability to access the Avolve SAAS Solution pursuant to this Section A(3). If suspended
for failure to pay, upon payment in full of all amounts overdue (including any interest owed), Customer may
request the reactivation of its account. Avolve shall reactivate promptly after receiving in advance all applicable
reactivation fees, provided that Avolve has not already terminated this Agreement.
4. Ownership and Disposition of Customer Owned Data, Hosting Location. "Customer Data" refers to the data
provided by the Customer that resides in the Customer's Avolve SAAS Solution environment, including any plan
review, project drawings and associated project documents. Customer shall own all Customer Data that may
reside within Contractor's hosting environment, to include Disaster recovery site, equipment and media.
Contractor is granted no rights hereunder to use the Customer Data except to the extent necessary to fulfill its
obligations to Customer under this Agreement. Unless approved in writing by Customer,Avolve shall host the
Avolve SAAS Solution provided to Customer hereunder from a data center located within the United States.
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Upon termination or expiration of Customer's right to use the Avolve SAAS Solution for any reason other than
Customer's uncured material breach,for the first thirty(30) calendar days following termination or expiration,
Customer may request in writing that Avolve provide an copy of Customer's then-current Customer Data and,
for no additional cost, Avolve shall provide a copy in a mutually agreed upon format on media supplied by the
Customer. If the parties are unable to mutually agree upon the format or the media supplied by Customer is
not acceptable to Avolve,Avolve will use commercially reasonable efforts to still provide a copy of the Customer
Data but Avolve may charge a reasonable professional services fee for increased costs incurred. After this time
period has expired, Avolve has no further obligation to retain the Customer Data and shall use commercially
reasonable efforts to promptly delete all Customer Data from the Avolve SAAS Solution.
5. Verification. Avolve shall be permitted to audit(at least once annually and in accordance with Avolve standard
procedures, which may include on-site and/or remote audit) the usage of the Avolve SAAS Solution and any
other materials provided by Avolve to Customer. Customer shall cooperate reasonably in the conduct of such
audits.
SECTION B. — PROFESSIONAL SERVICES AND SOWS
1. Statements of Work. From time-to-time during the Term of this Agreement, the parties may enter into
statements-of-work (each being an "SOW") for Avolve SAAS Solution use rights (including additional storage)
and/or Professional Services on terms mutually agreed in writing between the parties in the SOW, including,
without limitation, scope of services, expected deliverables, milestone dates, acceptance procedures and
criteria,fees and other such matters. No SOW shall be binding until executed by both parties. Each SOW will
be incorporated into and subject to this Agreement. In the case of any conflict between the SOW and this
Agreement,this Agreement shall control unless the SOW specifically states otherwise.
SECTION C. —GENERAL TERMS AND CONDITIONS
1. Fees.
a. Implementation SOW and Additional Storage Fees. The Implementation SOW includes the Avolve SAAS
Solution subscription fees, as well as the training and implementation professional services; which,
unless set forth otherwise in the Implementation SOW, shall be invoiced by Avolve in full, in advance
on the Effective Date. Additional storage fees shall be as set forth in the then-current standard storage
limits and data backup practices document, a copy of which is available from Avolve upon request.
Additional storage fees will be invoiced in accordance with the then-current standard storage limits
and data backup practices document.
b. Other SOWS. Any SOWS that Avolve and the Customer may execute from time to time during the Term
of this Agreement shall include within them the applicable fees, including whether the Avolve SAAS
Solution subscription fees and/or Professional Services fees are being paid by Customer through
Financing Company, by Customer through another paying agent, or by Customer directly to Avolve.
Unless otherwise specified in the SOW, Professional Services fees will be invoiced as the Professional
Services are delivered and Avolve SAAS Solution subscription fees will be invoiced yearly, in advance,
in full at the time the SOW is executed.
C. General Terms. Unless set forth otherwise in an SOW, payment on all invoiced amounts shall be due
thirty(30)days from receipt of invoice.
Avolve will invoice for the Avolve SAAS Solution subscription fees yearly, in advance,with
the first invoice being issued on the Effective Date of this Agreement. The Customer
agrees to pay all invoiced subscription fees net thirty (30) days from receipt of invoice.
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All fees are due in advance, irrevocable and non-refundable (except as expressly set
forth otherwise in this Agreement). Customer agrees to provide Avolve with complete
and accurate billing and contact information.
2. Taxes. Fees and other charges described in this Agreement do not include federal,state or local sales,foreign
withholding,use,property,excise,service,or similar transaction taxes("Tax es ")now or hereafter levied,all of
which shall be for Customer's account. Any applicable direct pay permits or valid tax-exempt certificates must
be provided to Avolve prior to the execution of this Agreement. If Avolve is required to pay Taxes, Customer
shall reimburse Avolve for such amounts.
3. Renewal Terms. Except as otherwise provided in any SOW, UPON THE EXPIRATION OF THE TERM, THE
AGREEMENTSHALL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS EACH EQUAL TO TWELVE (12)
MONTHS,AT AVOLVE'S THEN CURRENT FEES FOR CUSTOMER'S THEN CURRENT USAGE, UNLESS EITHER PARTY
PROVIDES NOTICE OF NON-RENEWAL AS SET FORTH IN THIS SECTION C(3). Avolve will provide notice of non-
renewal or a notice of the fees due for each Renewal Term at least sixty(60)days prior to the commencement
of the Renewal Term. If a notice of fees is provided,it will be in the form of an invoice. Customer acknowledges
that it is its responsibility to provide a current email address to Avolve and to monitor such address for such
notices. Customer may elect not to renew by providing notice to Avolve at least thirty (30) days prior to the
commencement of the Renewal Term.
4. Non-Appropriation. Avolve acknowledges that Customer is a governmental entity, and the validity of this
Agreement is based upon the availability of public funding under the authority of its statutory mandate.
Notwithstanding anything in this Agreement to the contrary, Customer's obligations under this Agreement to
provide payment to Avolve as described herein shall be subject to and dependent upon appropriations being
made by Meridian City Council for such purpose.
5. Termination. In addition to any termination rights that may be set forth in a specific SOW, either party may
terminate this Agreement immediately upon written notice in the event that the other party materially breaches
this Agreement and thereafter has failed to cure such material breach (or commenced diligent efforts to cure
such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving
written notice thereof. Without prejudice to either party's rights to terminate set forth in the prior sentence, if
Customer has purchased from Avolve hosting of the Avolve SAAS Solution on the Microsoft®Windows Azure TM
platform,and Microsoft Corporation terminates the Customer's Microsoft Customer Agreement during a Term,
Avolve and Customer shall act in good faith to determine a mutually acceptable replacement provider promptly
upon receiving notice of Microsoft Corporation's intent to terminate the Customer's Microsoft Customer
Agreement.
6. Force Maieure. Any delay or nonperformance of any provision of this Agreement(other than for the payment
of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall
not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be
deemed to be extended for a period equal to the duration of the conditions preventing performance.
7. Confidentiality. Each party shall use commercially reasonable efforts to hold confidential information
("Confidential Information") of the other in confidence. All Confidential Information (including but not limited
to data) shall (i) remain the sole property of the disclosing party and (ii) be used by the receiving party only as
authorized herein. Information will not be considered to be Confidential Information if(i)available to the public
other than by a breach of this agreement;(ii)rightfully received from a third party not in breach of any obligation
of confidentiality, (iii) independently developed by or for a party without access to Confidential Information of
the other; (iv) lawfully known to the receiving party at the time of disclosure, (v) produced in compliance with
applicable law, (vi) produced in compliance with securities reporting requirement or a government or court
order, provided the other party is given notice and an opportunity to intervene; or(vii) it does not constitute a
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trade secret and more than three(3)years have elapsed from the date of disclosure. If Avolve receives a request
for Customer Data (either directly or as redirected to Avolve by the Microsoft Corporation), then Avolve shall
redirect the law enforcement agency to request that data directly from Customer. If compelled to disclose
Customer Data to law enforcement, then Avolve shall promptly notify Customer and provide a copy of the
demand,unless legally prohibited from doing so. To the extent required by law,Customer shall notify individual
Users that their data may be processed for the purpose of disclosing it to law enforcement of other
governmental authorities as directed by Avolve.
8. Indemnification; Limitation of Liability.
a. Indemnification. If a third party makes a claim against the Customer that any Customer's use of the
Avolve SAAS Solution in accordance with the terms of this Agreement infringes such third party's
intellectual property rights,Avolve,at its sole cost and expense,will defend Customer against the claim
and indemnify Customer from the damages,losses,liabilities,costs and expenses awarded by the court
to the third party claiming infringement or the settlement agreed to by Avolve,provided that Customer:
(i) notifies Avolve promptly in writing of the claim; (ii)gives Avolve sole control of the defense and any
settlement negotiations; and (iii) gives Avolve reasonable assistance in the defense of such claim. If
Avolve believes or it is determined that the Avolve SAAS Solution has violated a third party's intellectual
property rights,Avolve may choose to either modify the Avolve SAAS Solution to be non-infringing or
obtain a license to allow for continued use, or if these alternatives are not commercially reasonable,
Avolve may terminate Customer's use rights and refund any unused, prepaid fees Customer may have
paid to Avolve. Avolve will not indemnify the Customer to the extent that the alleged infringement
arises from(1)the combination,operation,or use of the Avolve SAAS Solution with products,services,
information, materials, technologies, business methods or processes not furnished by Avolve; (2)
modifications to the Avolve SAAS Solution,which modifications are not made by Avolve; (3)failure to
use updates to the Avolve SAAS Solution provided by Avolve;or(4)use of Avolve SAAS Solution except
in accordance with any applicable Documentation or specifications. This section provides THE SOLE,
EXCLUSIVE,AND ENTIRE LIABILITY OF AVOLVE AND ITS LICENSORS TO CUSTOMER,AND IS CUSTOMER's
SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS.
b. Limitation of Liability. To the maximum extent permitted by law, in no event will Avolve be liable for
special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any
damages resulting from loss of use, loss of data, interruption of business activities,or failure to realize
savings arising out of or in connection with this agreement, including without limitation use of the
Avolve SAAS Solution and the provision of the Professional Services. Except for direct damages and
expenses associated with Avolve's obligation to indemnify Customer pursuant to Section C (7) (a), to
the maximum extent permitted by law, Avolve's aggregate, cumulative liability for damages and
expenses arising out of this Agreement, whether based on a theory of contract or tort, including
negligence and strict liability, will be limited to the amount of fees received by Avolve under this
Agreement (which fees may have been received by Avolve from Financing Company or directly from
Customer). Such fees reflect and are set in reliance upon this limitation of liability. The limited
remedies set forth in this Agreement shall apply notwithstanding the failure of their essential purpose.
9. Support;Warranties.
a. Support. During the Term,at no additional cost to the Customer,Avolve shall provide the Avolve SAAS
Solution in accordance with Avolve's Service Level Agreement(attached hereto as Exhibit C).
b. Warranties. Customer warrants and covenants that it owns or otherwise has and will have the
necessary rights and consents in and relating to the Customer Data so that,as received by Avolve and
processed in accordance with this Agreement, they do not and will not infringe, misappropriate or
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otherwise violate any intellectual property rights, or any privacy or other rights of any third party or
violate any applicable laws or and government regulations, including but not limited to all foreign,
United States federal and United States state recording laws. If Customer is purchasing from Avolve
resold rights to Microsoft Cloud for US Government, Customer further warrants that it is one of the
following: (i) a bureau, office, agency, department or other entity of the United States Government;
(ii) any agency of a state or local government in the United States; (iii) any United States county,
borough, commonwealth, city, municipality,town,township, special purpose district, or other similar
type of governmental instrumentality established by the laws of Customer's state and located within
Customer's state jurisdiction and geographic boundaries; or (iv) a federally-recognized tribal entity
performing tribal governmental functions and eligible for funding and services from the US Department
of Interior by virtue of its status as an Indian tribe.
C. Disclaimer. Avolve AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES
STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO
WARRANTY IS GIVEN AS TO ACCURACY, ERROR-FREE OR UNINTERRUPTED SERVICE. CUSTOMER
ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES,ANY AVOLVE MATERIALS,
THE AVOLVE SAAS SOLUTION OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR
SUFFICIENT FOR ITS PURPOSES. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION
OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Avolve makes no warranties or conditions as to any services or products distributed under a third-party
name, copyright,trademark or trade name that may be offered with or incorporated with the Avolve
SAAS Solution or Professional Services provided by Avolve hereunder (such as the Microsoft hosting
services). To the maximum extent permitted by law, Avolve will have no liability in connection with
the third-party services or products.
10. Notices: Any notices being given by this Agreement shall be in writing and shall be effective if delivered
personally, sent by prepaid courier service, sent by prepaid mail, or sent by facsimile or electronic
communication (confirmed on the same or following day by prepaid mail). All correspondence shall be
addressed to the parties as follows:
If to Avolve: If to Customer:
Patrick Armstrong CFO City Clerk
Avolve Software Corporation City of Meridian
21001 N. Tatum Blvd, Suite 1630- 33 E. Broadway Ave
503 Meridian ID 83642
Phoenix, AZ 85050
11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Customer's
state of domicile.
12. State of Idaho requirements. Avolve certifies compliance with Idaho Code sections 18-8703,67-2346,67-2347A,
and 67-2359,and certifies it is not engaged in any of the activities prohibited by those sections.Avolve shall not
assign or seek to assign the Agreement to a person who operates in violation of these statutes. Customer may
immediately terminate this Agreement upon receipt of information Contractor is in violation of the terms of this
section.
13. Entire Agreement. This Agreement, together with any SOWS, constitutes the entire agreement and
understanding between the parties and supersedes any prior agreements, representation, or understandings,
whether oral or written, relating to the services provided hereunder.
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14. Severability. Should any court of competent jurisdiction declare any term of this Agreement void or
unenforceable,such declaration shall have no effect on the remaining terms hereof.
is. Assignment. These services and any other information or rights provided by Avolve, may not be sold, leased,
assigned,sublicensed or otherwise transferred in whole or in part. Customer may not assign this Agreement or
the benefits there from In whole or in part without the prior written consent of Avolve,which consent shall not
be unreasonably withheld. Any assignment made in conflict with this provision shall be voidable at the option
of Avolve.
16. Independent Contractor. Avolve is an independent contractor and not an employee of the Customer. Any
personnel performing services under this Agreement on behalf of Avolve shall at all times be under Avolve's
exclusive direction and control. Avolve shall pay all wages,salaries,and other amounts due such personnel in
connection with their performance of services under this Agreement and as required by law. Avolve shall be
responsible for all reports and obligations respecting such additional personnel, including, but not limited to:
social security taxes,income tax withholding,unemployment insurance,and worker's compensation insurance.
17. Amendment. This Agreement may only be modified by written amendment signed by authorized
representatives of both parties.
18. Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between
provisions of the components of this Agreement: (1)this Agreement and(ii)the applicable Avolve Support SLA
or SOW. Notwithstanding the foregoing, if any part of the Avolve Support SLA or SOW expressly states that it
shall control over the Agreement, it shall so control.
19. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part hereof as if the exhibits
were set forth in their entirety herein.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the dates set
forth below.
Avolve Software Corpor ion Meridian, ID
By: By:
Name: V\-A0'4 gV_'0'S Name: Robert E. Simison
Title: Title: Mayor
Date: �Z_ 7' Date: 1-6-2026
Attest
Chris Johnson, City Clerk 1-6-2026
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Exhibit A
ProjectDox
City of Meridian , ID
ProjectDox SaaS Migration and Upgrade
9.2 to 9.5
Implementation Statement of Work (SOW)
October 24, 2025
Prepared by your Avolve Software Representative
Jacob Byers
Account Manager
21001 N Tatum Blvd
Suite 1630-503
Phoenix, AZ 85050
www.avolvesoftware.com
Telephone: 801-707-8687
Email: JByers avovlesoftware.com
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This Statement of Work focuses on the migration,upgrade,and deployment of the current on-premises Production and
Test Environments (9.2.8.9723) for the City of Meridian, ID set herein as "Customer" to the Avolve SaaS Solution
version 9.5.
ScopeHigh Level
1 DEFINITIONS
• Permitting System:Accela
• PDox: ProjectDox
• Customer=City of Meridian, ID
2 INITIATION
The project will focus on the setup of the test and production environments in the Avolve SaaS cloud and upgraded to
version 9.5.
• Avolve shall prepare, for the Customer's review and approval, a project plan, detailing specific tasks and
responsibilities of the parties,deliverables,dependencies, and dates for completion of the same(the"Project
Plan").
3 INFRASTRUCTURE SETUP
• Avolve shall provision the test and production environments for Avolve SAAS Solution version 9.5.
• Avolve shall install and configure ProjectDox Azure migration tool for the on-premises environments to
migrate log files for the environment.
• Avolve requires access to the Customer's ProjectDox web server to install and configure its ProjectDox
Azure migration tool used to copy and move plan review and log files for the environment. The migration
tool will require port 443 to be open to conduct this move.
4 DATA MIGRATION
• Avolve shall install and configure the ProjectDox Azure migration tool for the on-premises environments to
migrate the log files for the environments.
o There is no file migration (Plan Review Drawings/Documents)of the UserFilesSource (UFS)or
UserFilesPublish (USF)for the test environment.
• Avolve shall install and configure the ProjectDox Azure Migration tool for the on-premises production
environment. This service will run in the background to transfer the UserFilesSource (UFS) or
UserFilesPublish (USF) as well as the log migration for production and continue to keep the systems in sync
until the production go live.
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• Avolve shall request the Customer to provide backups of any Avolve product databases and installation
directories to be uploaded to a provided encrypted Azure File Explorer shared file server solution.
• Avolve shall request a copy of the production environment be applied to the test SaaS environments as part
of the migration and upgrade effort.
• Avolve will provide installation directory to allow Customer to upload requested directories:
ProjectDox web server
■ ProjectDox
■ ProjectDox.Web.Ul
■ ProjectDox.Web.API
■ ProjectDox.Portal.UI
■ ProjectDox.Portal.API
■ ProjectDox.Portal.Web.API
■ ProjectDox.Portal.Web.Ul
■ ProjectDox.Portal.Perm itting.Web.API
■ Portal.Permitting.Web.API PDFS
■ Program Files(x86)\Avolve
ProjectDox application server(all ProjectDox Services installation folders)
■ \Program Files(x86)\Avolve
■ WorkflowDLCache
ProjectDox database server(latest full backup of databases listed below)
■ ProjectDox database
■ Portal database
5 AVOLVE TEST ENVIRONMENT UPGRADE
Completion of the infrastructure setup and initiation of the migration tasks will allow for the upgrade of the software to
the latest version of the Avolve SAAS Solution (9.5)and the reconfiguration of integration endpoints within the Avolve
SAAS Solution by both Avolve and the Customer.
A. Test Environment Avolve Tasks
• Avolve shall install the latest version of 9.5 software to the SaaS Environment.
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• Avolve shall restore a copy of the 9.2 production databases to the new 9.5 Test SaaS server environment.
• Avolve shall make necessary site configuration updates for the new SaaS environment.
• Avolve shall restore existing ProjectDox integration connection configuration files for the permitting
system.
• Avolve will convert the integration to the Accela SaaS connector, including the custom TSI formlets and
integration to Accela.
• Avolve will establish the integration from ProjectDox to Laserfiche using the WCF service installed in the
customer environment.
B. Customer Test Environment Tasks
As part of the upgrade to 9.5, the Customer shall be responsible for assisting with setup post the completion of the
upgrade, specifically:
• The Customer team shall be responsible for updating integration URLs/endpoints and completing any
formula or data recompilation as required (with Avolve providing details required for endpoint
integration)to point to the correct ProjectDox system for testing.
• Customer will install the WCF(Windows Communication Foundation)service to their environment with
required whitelisting to expose the Laserfiche on-premises endpoint to allow communication from the
ProjectDox application in the Avolve SaaS cloud to Laserfiche at the City of Meridian for continued use
in the Planning workflow.
• The Customer team shall be responsible for ensuring communication to the permitting from the Avolve
SaaS cloud environment is permitted. The standard communication port is 443; however,this will be
evaluated with the Customer and Avolve teams to determine if any additional port or requirements are
needed upon setup of the environment.
• The Customer is responsible for redirecting the existing on-premises URL DNS for the development site
to point to the new Avolve SaaS development URL and disabling of the on-premises environment.
• The Customer shall be responsible for the identification and update of persons that perform stamping
actions to be added to the Stampers group within each project for each project template in the system.
• The Customer shall be responsible for identification and updating project administrators by project
template.
• The Customer shall be responsible for identification and updating users into the limited administrators
in the project template.
• The Customer shall be responsible for the identification of users not listed in project template groups.
• Identification and update of users into the limited administrators in the project template
• Identification and update of the maximum file height and width of files submitted to the Customer
jurisdiction and applied to each stamp template in ProjectDox.
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6.1 TRAINING
Avolve shall provide training via video for versions 9.3, 9.4 and 9.5. There is no instructor-led training for this
engagement.
6.2 UAT(User Acceptance Testing)Test Environment
The Customer is responsible for the testing of the updated system and for reporting product issues to the Avolve project
team. The UAT of the application will be completed within 25 business days. Customer is expected to organize
resources to meet this schedule to keep the project on time and on budget, allowing the Customer to receive the
benefits of the new application. As issues are reported, Avolve will review and provide resolutions as quickly as
possible for any identified issues and allow Customer to retest(with such 25-business day period reasonably extended
to allow such retesting), and ultimately upon validation of no critical issues (or as otherwise agreed to by both Avolve
and Customer), to authorize the project to move to the"Launch" phase.
6.3 Launch
The acceptance of UAT will complete Phase 1 of the project with the full delivery of a functional test environment with
integration into the permitting system. This will initiate the coordination of the migration and upgrade of the production
system to the Avolve SaaS Cloud Solution on 9.5.
7 PRODUCTION UPGRADE 9.2 to 9.5
The Avolve team will have previously set up the infrastructure for the production environment and performed most of
the file migration for production to allow for the cutover from the on premises to Avolve SaaS cloud migration to
occur. The on-premises production system will be placed in maintenance mode and allow for the final preparations,
data transfers and upgrades 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 the final launch/go-
live. The Customer should expect production system downtime for the migration and upgrade of the production system.
Downtime estimates are 1-3 days of downtime. This is an estimate of downtime and subject to change based on
information gathered during initial test site migration. The production migration and upgrade will be performed over a
non-holiday weekend.
A.Avolve Production Tasks
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6 Avolve shall restore the provided database backups into the new SaaS environment.
7 Avolve shall update the environment to version 9.5
8 Avolve shall update configurations to match the new server environment for SaaS.
9 Avolve shall restore existing ProjectDox integration configuration files for the permitting system.
10 Avolve will convert the integration to the Accela SaaS connector, including the custom TSI formlets and
integration to Accela.
11 Avolve will establish the integration from ProjectDox to Laserfiche using the WCF service installed in the
customer environment.
12
B. Customer Production Environment Tasks
• The Customer will provide a copy of the production database and directories as requested.
• The Customer team shall be responsible for updating integration URLs/endpoints and completing any
formula or data recompilation as required (with Avolve providing details required for endpoint
integration)to point to the correct ProjectDox system for testing.
• Customer will install the WCF(Windows Communication Foundation)service to their environment with
required whitelisting to expose the Laserfiche on-premises endpoint to allow communication from the
ProjectDox application in the Avolve SaaS cloud to Laserfiche at the City of Meridian for continued use
in the Planning workflow.
• The Customer team shall be responsible for ensuring communication to the permitting from the Avolve
SaaS cloud environment is permitted. The standard communication port is 443; however,this will be
evaluated with the Customer and Avolve teams to determine if any additional port or requirements are
needed upon setup of the environment.
• The Customer is responsible for redirecting the existing on-premises URL DNS for the development site
to point to the new Avolve SaaS development URL and disabling of the on-premises environment.
• The Customer shall be responsible for the identification and update of persons that perform stamping
actions to be added to the Stampers group within each project for each project template in the system.
• The Customer shall be responsible for identification and updating project administrators by project
template.
• The Customer shall be responsible for identification and updating users into the limited administrators
in the project template.
• The Customer shall be responsible for the identification of users not listed in project template groups.
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• Identification and update of users into the limited administrators in the project template
• Identification and update of the maximum file height and width of files submitted to the Customer
jurisdiction and applied to each stamp template in ProjectDox.
8.1 UAT(User Acceptance Testing) Production
The Customer is responsible for the testing of the updated system and for reporting product issues to the Avolve project
team. The UAT of the application will be scheduled to be completed within 1 business day post the upgrade to the
production system. The Customer is expected to organize resources to meet this schedule to keep the project on time
and on budget, allowing the Customer to receive the benefits of their new application. As issues are reported,Avolve
will review and provide resolutions as quickly as possible to maintain the schedule for the project.
8.2 Launch/Project Close Out
Avolve will use commercially reasonable efforts to resolve any product-related errors or questions regarding the
software for a period of 30 days post-go-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. Should issues identified within the 30-day
warranty period continue to exist the Avolve project team shall stay engaged to help until a resolution to said items is
provided or agreement is made between the City and Avolve Software for the transition to support or,whichever may
come first.
13 Acceptance Process
There will be deliverables, as identified in the Deliverable & Payment Schedule set forth below, which will be subject
to acceptance by the Customer ("Acceptance"). Subject to the Customer's performing its required responsibilities
hereunder, and to any delays caused by the Customer,Avolve shall be responsible for completing the services under
this SOW. Upon completion of each deliverable,Avolve will request from the Customer a written response within five
(5) business days after receipt thereof. If the Customer does not approve the work, the reasons for rejection must be
clearly noted and provided back to Avolve within the 5-business day period. Should Customer inform Avolve within
the 5-business day period of the rejection of a milestone,Avolve will work with the customer to come to terms to gain
approval and reissue the Acceptance signature documentation. After five(5)business days should Avolve not address
Deliverable issues communicated by the customer or customer does not accept or profile a list of issues, Avolve and
customer shall escalate this to the leadership team.
Acceptance will initiate the invoice of the applicable milestone.
14 Project Terms
1. Avolve will have access to Project team members from the Customer as needed to complete the successful
implementation and roll out ProjectDox. This access may require the team members of the Customer to dedicate
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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. Delays/schedule Changes:This best approach package to implementation relies on partnership with the
jurisdiction to achieve desired goals. Should the customer or Avolve cause or contribute to the delay of any
deliverable/milestone, of the agreed upon project plan schedule Avolve and/or customer shall escalate to the
leadership team to discuss a Change Request(s)/Work Order s to denote said change of schedule and any costs
associated with delay or expansion.The Change Request/Work Order shall be signed by both Avolve and the
Customer and issuance of method of payment for additional services received as noted within said Change
Request/Work Order prior to commencement of work, if applicable.
4. Scope Changes: Should the customer request an increase in the scope of work for the project Avolve shall issue
a Change Request(s)/Work Order s to denote the change in scope and schedule with incremental costs associated
with request to increase the scope of work. The Change Request/Work Order shall be signed by both Avolve and
the Customer and issuance of method of payment for additional services received as noted within said Change
Request/Work Order prior to commencement of work.
5. Customer may not cancel or reschedule requests for training within 72 hours of the scheduled training without
Avolve's prior written consent. Cancellations approved within 72 hours 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 reasonably 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. The Customer will assign a project manager for management of their own resources, and/or third parties, to
collaborate with Avolve's project manager. Client subject matter experts and applicable users, as identified in the
Project Plan post kick-off of the project,will be accessible and available in a timely fashion and for adequate and
reasonable durations Avolve will make sure that scheduling of meetings is adequate in advance of these resource
allocations.
8. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require
modification to this Statement of Work.
9. Avolve and Customer agree to cooperate in good faith to complete the Services and Milestones in a timely and
efficient manner.
10. Formatting, data and/or alterations to customized reports are not covered under this SOW unless explicitly
identified in the SOW.
11. Workflow, Project template,email templates,and/or Report enhancements are not covered under this SOW unless
explicitly identified in the SOW.
15 Leadership Team
Customer
• Project Manager
• Chief Information Officer
• Community Development Director
Avolve
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• Project Manager
• Director Professional Services
• Chief Experience Officer
16 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, schedule extensions, budget extensions, and
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 mutually agreed by the
parties in writing and will be included in the Project Plan if mutually accepted.
Under the Change Control Process, a written "Change Request" (attached as Exhibit 1) 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 requested party will submit a written
Change Request to the project manager for the other party.
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 Agreement.
17 Pricing,Travel and Expense
Pricing and payment terms are set forth in the Agreement.
• Project is a milestone-based project.
• There is no instructor-led training for this engagement.
• No Travel and Expenses are estimated for this project. If onsite work is requested by the customer, it will be
invoiced as incurred for trips to the Customer offices. Customer will only be invoiced for actual expenses
incurred.
18 Deliverables&Payment Schedule
The deliverables and payment schedule are subject to change based on discussions to occur after the kick-off of the
project, provided that both the Customer and Avolve Software agree to the modifications in writing. This high-level
estimated schedule is based on a 22-week implementation schedule.
Week Project Phase Deliverable Acceptance Criteria
• Project kick off meeting
1-3 Initiation 0 Project plan 0Accepted project plan
• Project schedule 0Accepted project schedule
• Setup infrastructure
4-7 Test Environment setup,migration 0 Deliver functional SaaS test system 0Customer accepts test
&Configuration Deliver training videos environment
8-14 UAT SaaS Test Environment Complete UAT in test environment 0 UAT issues resolved
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• UAT in test is signed off
• Production UAT is
• Go live preparation complete
15 18 Production Environnent Go Live Deliver functional SaaS production 9.5 System Production environment is
• Site made available to user community available for customer use
18-22 Production Environment Go Live Post go-live support period complete Project is signed off as
• Transition to support complete Complete
Milestone Stage Amount
MS1 Project Kick Off $3,161.25
MS2 UAT Signed Off $4,215.00
MS3 Weekend Production Upgrade $3,161.25
MS4 Project Completion $6,322.50
TOTAL: $16,860.00
19 Statement of Work Acceptance
Avolve and Customer's signatures below authorize Avolve to begin the services described above and indicates
Customer's agreement to pay the invoices for services rendered in accordance with this Agreement and with the
Implementation SOW.
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REQUESTEXHIBIT 1: CHANGE •
A%Pohre Software Change RogL"Farm
C&V arsarntwntre
GEINERAL INFORMATION
Change Request*(GR} J
ProtecvCrty+Courtty
Requestw Name �—
jErrter a detaded deacripbw of the change tieing requested)
DesCripti'on of Change
L
Data Submitted I_ I
Priority I Law — Medium , High Rewired
Reason for Change Request jErftr a detarfed deac/Wka of why the cMwW is r'Jo V mWem"
PF-njectArffacts lrnpadE4 _XWotherardactsatfeewbythischomp]
Assumpticns+Risha Xocummni aaarrrrpbions orvmTr meats regarding the requested changef
' radddi�7rtstC4M41hteAtsJ
Comments�Consideratorrs
Auar;hmentsMeferencs '
E STUAATE S
TOM EstimatedDevetaprnentHour Xnferthe hour&&padattherequestedcm"fiJ
Total Estimated Developntent duration — JV" I �Enterthe duration impact of the tvegveabed
tad the impact this change may have on
Schedule Impacr � �Y465j
Cost Impacl xwo the impact this ch.rw may,have orr oostf
Comrnen�iteoommerrdations � J
PM Approv l Signatwe l
Date Signed
IDS Approval Signature
Date 5lgrred '
C"OF SOMEWHERE AUTHOiRIZAiTtON
Customer Approval Signature
Dale Signed
AVOM Ilulbrare. loge 1 oil
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Exhibit B
ProjectDox<<
Meridian , !6.
ProjectDox® ePlan Solution Proposal
October 24, 2025
E IDIAN*---,�
DA �, .�
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Prepared by your Avolve Software Representative
Jacob Byers
Account Manager
4835 East Cactus Road
Suite 420
Scottsdale, AZ 85254
www.avolvesoftware.com
Telephone: 801-707-8687
Email: JByers avolvesoftware.com
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Quote Delivered To
Kristy Vigil IT Systems Analyst/Project Manager Meridian,ID
33 E. Broadway Avenue kvigil@meridiancity.org (208)489-0485
Meridian, Idaho
83642 Date of Quote:3/1412025 Quote Valid Until: 1/13/2025
ProjectDox ePlan SolutionPricing Agreement
SAAS SUBSCRIPTION (ANNUAL)
Product Name Product Description Qty Unit Price Discount Total Price
Code
Avolve and Accela SaaS integration with
ProjectDox and Accela Citizen Access
(ACA)and Accela Civic Platform(ACP)
for a maximum of 2 environments(Test&
Production).
Integration includes:
ACA with ProjectDox:
ePlan file upload
ePlan review status
SaaS Accela SaaS- ACP with ProjectDox: 1.00 $6,000.00 15.00% $5,100.00
Integration A.Int Create Projects
Get Permit Info
Get Contact Info
Get Default Reviews
Add/Remove Plan Reviews
Update Plan Reviews
Get Fee Balances
Update Project Status Approved
Custom TSI formlets and integration to
Accela
Software as a Service(SaaS)for
ProjectDox on a Production Environment.
Designed for organizations who have
approximately 100 concurrent users and
7,000 permits per year.
Production Software included for Production:
Environment Entry- SAAS.PD 'ProjectDox Software Subscription
Level Capacity OX-P.E 'Unlimited Workflow license 12.00 $9,450.00 15.00% $96,390.00
ProjectDox SaaS •2TB Included
License
Services included for SaaS Production:
•Set up and installation of ProjectDox
•Managed services
•Annual ProjectDox upgrades
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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 10 concurrent
users and approximately 2,000 permits
Test Environment per year.
Entry-Level Capacity SAAS- Software included for Production: 12.00 $2,100.00 15.00% $21,420.00
ProjectDox SaaS T.E .ProjectDox Software Subscription
License •Unlimited Workflow license
Services included for SaaS Production:
•Set up and installation of ProjectDox
•247 Managed services
•Annual ProjectDox and upgrades
•Technical Support
Avolve and Laserfiche integration with
ProjectDox for maximum 2 environments
SaaS Laserfiche SaaS-LF- Integration includes:
Integration API.INT Automated export of approved and 1 $6,180.00 100.00% $0.00
stamped plans/documents to a single
Laserfiche repository
Maximum 10 metadata fields
Maximum 2 environments
Avolve Cloud Host- Additional File and Database Storage per 3,000 $1.51 40.00% $2,718.00
Additional Storage Store GB per year.
Microsoft Azure VPN Gateway allows the
customer to connect from their internal
network in to the Avolve Cloud
VPN-650 VPN-650 environment.The secured VPN Gateway 1 $2,352.00 100.00% $0.00
will be used for M2M connections
between the Avolve Cloud and Customer
on premises environments(hybrid
environments).650Mb s
SaaS Sub-Total: j $125,628.00
PROFESSIONAL SERVICES ONE TIME
Product Name Product Code Description Qty Unit Price Discount Total Price
Rate
Avolve Cloud Data PS-DATA-MIG Migration of existing customer data 40.00 $225.00 $127.50 $5,100.00
Migration onto the Avolve Cloud.
Professional Services PS-225 Project management services 64.00 $225.00 $127.50 $8,160.00
Weekend Professional PS-225 PS hours for resources over 16.00 1 $337.50 1 $225.00 $3,600.00
Services weekend
Services Sub-Total: $16,860.00
Unless otherwise stated,pricing does not include any applicable taxes that may be SaaS $125,628.00
applied at invoicing.Travel and Expenses are not included in this total and will be
invoiced as incurred. First year SaaS shall be invoiced upon execution of the
Services $16,860.00
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Agreement. Payment for the remaining amount is due net thirty days(30)from project $142,488.00
completion. Payment via EFT. See notes for details. Grand
Total:
Year 5 SaaS::
Year 1 Subscription $125,628.00
Year 2 Subscription $129,396.84
Year 3 Subscription $133,278.75
EXHIBIT C—SUPPORT PROCESS AND SERVICE LEVEL AGREEMENT
Avolve's current support process and service level commitments ("Support") are defined
below.
Support Portal. Avolve provides Support through its Support Portal
(https://support.avoLvesoftware.com). All issues can be logged using the portal or through
an on-call support number. Customer personnel receive Support Portal login credentials
promptly following purchase of rights to use the Avolve SAAS Solution. After a login is
received, the Customer may enter, track, update, and report on trouble ticket, as well as
communicate with Avolve helpdesk staff via phone,email,web meeting,and/orticket 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 Customer
and its Customer Users outside of the hours of 7 AM through 9 PM East Coast Time on
business days during the Term. Avolve shall provide no less than five(5)days advance notice
to Customer of any planned downtime. Customer acknowledges that in the case of
emergencies, Avolve or its third-party agents may render the Avolve SAAS Solution
unavailable in order to address the emergency. In such situations, if reasonably feasible,
Avolve will provide notice to Customer in advance of rending the Avolve SAAS Solution
unavailable or, if not reasonably feasible, notice to Customer promptly following the
rendering of the Avolve SAAS Solution unavailable. Customer understands and agrees that
Avolve shall not be liable for any such interruption in access to the Avolve SAAS Solution for
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downtime occurring pursuant to this paragraph (collectively, referred to herein as "Planned
Downtime").
On-Site Emergency Support. Customer may request on-site emergency operational
support services as a separate and distinct billable service. In such cases and at its
discretion, Avolve will dispatch appropriate technical staff to deliver on-site technical
services.
Problem Determination and Resolution. Avolve resources are allocated to resolve
reported problems based on the severity level as described in the following table. Avolve
uses commercially reasonable efforts to provide a prompt acknowledgement, acceptable
resolution,workaround, or a plan for the provision of a resolution or acceptable workaround
in the timeframe set forth below:
Incident Response,Resolution,and Restoration Times
Severity Level SystemDown Critical High Medium Low
Response 1 hour 4 business 12 business 24 business 48 business
Time hours hours hours hours
Reasonabl Reasonable Reasonable Reasonable Reasonable
Resolution a Best
Time Best Effort Best Effort Best Effort Best Effort
Effort
Incident 24 Hours n/a n/a n/a n/a
Reports
*Normal Business Hours: 8:00 a.m. through 5:00 p.m. Mountain Standard 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 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
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(e.g., Zoom or Teams), will not be considered as part of Avolve's SLA. Tickets
forwarded to Avolve Development/QA or V Party Software company for further
analysis or patch development, may result to delayed updates to the customer.
• 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 Customer can reclassifythe 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 4 hours. 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 (i.e., restoration) 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.
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.
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• 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. 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 (i.e., restoration) 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 Supportwill respond to the issue within 12 business hours and
tryto resolve the issue within 24 business hours. 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.
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• 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 Supportwill 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 Customer decisions, actions, system
configuration/ modification, policies and/or procedures.
• Problems caused by Customer's custom application code authorized to be
developed using Avolve APIs as set forth in the documentation accompanying
such API and the Customer's Agreement.
• 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
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Avolve SaaS solution; (d) Customer 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 Customer's Agreement, including without
limitation any down-time due to Microsoft Corporation.
Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are
applicable to Customer. Any services provided for exclusions shall be paid by Customer at
Avolve's then-current rates, as well as all travel and other expenses incurred by Avolve in
providing such services.
Customer's Obligations for Operational Support. To facilitate clear and consistent
communication and timely issue resolution, Customer shall designate up to two contact
persons for technical support processes. These individuals are responsible for initiating
support requests, communicating with Avolve technical support personnel, and monitoring
the support process with Avolve. Timely Customer response to Avolve requests for
information during issue resolution is a necessary pre-requisite to Avolve's providing
Support. Avolve also requires remote access to the Customer system for the purpose of
problem determination and analysis. Where reasonably necessary to provide Support,
Customer shall provide Avolve's technical support personnel reasonable, remote access
capabilities into Customer's systems. Upon Avolve's request, Customer will also provide
reasonable supporting data to aid in the identification and resolution of the issue.
Service Level 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, Customer will be eligible to receive a service credit for 1% of
the monthly fee for each one (1) hour of downtime during Customer's normal business hours, up to 50% of
Customer's Pro-Rated Monthly Subscription Fee.
Definitions
• "Annual Uptime Percentage" is calculated by subtracting from 100% the
percentage of 10-minute periods during a calendar month in which
the Avolve SAAS Solutions was Unavailable to Customer.
• "Availability" means the ability to log into the Avolve SAAS Solution.
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• "Claim" means a claim for a service credit Customer submits by opening a
support case with Avolve, on the basis that the hosted Avolve SaaS
Product infrastructure has been Unavailable to Customer during a service month.
• "Pro-Rated Monthly Subscription Fee" is calculated by dividing the Customer's
applicable annual Avolve SAAS Solution subscription fee by twelve.
• "Unavailability" means the inability to log into the Avolve SAAS Solution.
Service Credit Requests
To receive a service credit, Customer must notify Avolve and submit a Claim within thirty
(30) days from the incident that would be the basis for the claim. To be eligible, the Claim
must include (a) the dates, times, description and duration of each incident experienced;
and (b) the Customer's event logs or any other system telemetry that document the errors
and corroborate the claimed Unavailability(any confidential or sensitive information should
be removed). Failure to provide a timely Claim,which includes all the required information,
will disqualify the Claim and Customer from receiving a service credit. If Avolve validates
the Claim, then Avolve will promptly issue the service credit.
Service Credit Provisions
Service credits are Customer's sole and exclusive remedy for any failure of Avolve to provide
the Avolve SAAS Solution in accordance with the terms of the Agreement. Service credits
shall be a credit toward future services only and do not entitle Customer to any refund or
other payment from Avolve. Service credits may not be transferred, applied to another
account, exchanged for, or converted to monetary amounts.
The maximum service credits awarded with respect to Claims the Customer submits in any
calendar month shall not, under any circumstance, exceed in the aggregate 50% of the
Customer's Pro-Rated Monthly Subscription Fee for such month. Avolve will use all
information reasonably available to it to validate Claims and make a good faith judgment on
whether a service credit should be applied to the Claim.
SLA Exclusions
This SLA does not apply to any Availability or Unavailability of the Avolve SAAS Solution:
• During Planned Downtime;
• Caused by Unsupported Issues;
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• Caused by factors outside of Avolve's control, including any force majeure event
or interruption or impediment to Internet access or related problems;
• That result from Customer's equipment, software or other technology and/or
third party equipment, software or other technology, including any third party
hosting providers;
• That resulted from Planned Maintenance or associated to beta, evaluation, non-
production systems, and trial services accounts;
• That result from any actions or inactions from Customer or any third party,
including employees, Users, agents, contractors, or vendors, or anyone gaining
access to the hosted Avolve SaaS Product infrastructure by means of Customer's
(and its Users') passwords or equipment;
• Arising from Avolve's suspension and termination of Customer's right to use the
hosted infrastructure in accordance with the Agreement; and
• That result from Avolve application software implementation errors caused by
configuration, customization, installation, or human errors.
• Avolve, in its sole discretion, shall determine whether any of the foregoing
exclusions are applicable to Customer. Avolve may, but is not obligated to, issue
a Service Credit in Avolve's sole discretion where Customer's use of the Avolve
SAAS Solution may be Unavailable due to factors other than expressly provided
here in this SLA.
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