2009-315
ORDINANCE NO.QD9
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF PROJECTDOX PLAN REVIEW SOFTWARE FOR THE CITY OF
DENTON BUILDING INSPECTIONS DIVISION FROM AVOLVE SOFTWARE,
WHICH IS AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH
THE PERTINENT PROVISIONS OF CHAPTER 252 OF THE TEXAS LOCAL
GOVERNMENT CODE EXEMPTING SUCH PURCHASES FROM THE
REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN
EFFECTIVE DATE (FILE 4446-PURCHASE OF PROJECTDOX PLAN REVIEW
SOFTWARE FOR BUILDING INSPECTIONS IN THE AMOUNT OF $28200).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent,
and the license terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
4446 Avolve Software $282,600
SECTION 2. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 3. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section I and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 4. This ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the day of , 2009.
r
MARK - B OU , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS.,-CITY ATTORNE
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AVOLVE SOFTWARE CORP
SOFTWARE LICENSE AND SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement ("Agreement)" is made this JEGjE/!~,(~pZ /J~, 2ODcl, between AVOLVE SOFTWARE Corporation
("Licensor"), a Delaware corporation, having its principal place of business at 4835 E. Cactus Road, Suite 420, Scottsdale,
Arizona 85254, United States of America, and the City of Denton, Texas, a municipal corporation of the State of Texas, with
its principal place of business at 215 E. McKinney, Denton, Texas 76201 ("Licensee").
WHEREAS Licensor has created a computer software program called ProjectDox ("Software") hereafter more fully described;
WHEREAS the parties wish to provide the terms and conditions under which the Licensor will provide the Software for the use by
Licensee;
IN CONSIDERATION OF THIS GRANT OF LICENSE and the terms and covenants herein, the receipt and sufficiency of
which is acknowledged by all parties, the parties agree as follows:
1. Licensor Obligations.
a. License Grant. So long as the Licensee complies with the terms of this Agreement, the Licensor grants to
the Licensee, subject to the terms, conditions, and limitations hereof, the non-transferable (except as set forth in Section I 1
below), non-exclusive right to use and permit its Users to use the Software for the term set out herein solely for Licensee's
business operations. The rights granted to Licensee under this Agreement are subject to the following restrictions: (i) except
as expressly stated herein to the contrary, Licensee shall not license, sell, rent, lease, copy, transfer, assign, distribute, display,
host, outsource, disclose or otherwise commercially exploit or make the Software available to any third party; or (ii) Licensee
shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software, or
access or use the Software in order to build a similar or competitive product or service.
b. Scope of Grant.
Licensee may:
• Make one copy of the Software for archival purposes, if the copy contains all of the original Software's
proprietary notices;
• Use the Application Programming Interfaces ("APIs") of the Software to program those APIs (a "Custom
Application") but only as described in the documentation for the Software and only to the extent necessary
to permit the Licensee's Custom Application to function with the Software through the APIs as described
in the Documentation;
• Use the Software solely for publishing, displaying, marking up and making accessible internal documents
and documents posted by any of Licensee's customers or vendors.
Licensee may not:
• Permit other individuals to use the Software except under the terms listed above;
• Permit concurrent use of the Software, except where a load balanced license of the Software has been
purchased as an option;
• Use any Custom Application on any computer server other than the computer server on which the Software
is installed without purchasing additional licenses for each additional computer server on which Licensee
wishes to use the Custom Application.
C. Training, Technical Support and Deliverables. Licensor shall provide the education, training and
technical support services and deliverables according to the allocation of time as outlined in Attachment 1, attached hereto
and incorporated herein by this reference.
d. Maintenance Services. Licensor shall provide the maintenance services described in Attachment 2,
attached hereto and incorporated herein by this reference.
2. Ownership. Licensee acknowledges and agrees that Licensor owns all right, title, and interest in and to all
intellectual property rights (including all derivatives or improvements thereof) in the Software and any suggestions,
AVS2009V3 Pagel
enhancements requests, feedback, recommendations or other information provided by Licensee or any of its Users related to
the Software. Licensee's rights in the Software, updates, and the related materials supplied by the Licensor pursuant to this
Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of this Agreement. No
right of ownership, expressed or implied, is granted under this Agreement.
3. License Fees. The license fees paid by Licensee and set forth in Attachment 3, attached hereto and incorporated
herein by this reference, are paid in consideration of the licenses granted under this Agreement . The license fees constitute a
flat rate payment for an enterprise wide license. All Fees are due in full within thirty (30) calendar days from the date of the
Licensor's invoice, such fees being irrevocable, and non-refundable. Licensee agrees to provide Licensor with complete and
accurate billing and contact information. Overdue payments shall bear interest commencing thirty (30) days after the due
date until paid at the rate of prime plus two (2) percentage points per annum, or the maximum charge permitted by law,
whichever is less. Any amounts payable pursuant to this Agreement are exclusive of all taxes of any kind. If taxes of any
sort (other than Licensor's income taxes or withholding taxes) are imposed by any taxing authority, they shall be paid by
Licensee in addition to all amounts specified in this Agreement. To the extent Licensee is exempt from sales or other taxes;
Licensee agrees to provide Licensor, upon request, with the appropriate exemption certificates. Under certain circumstances
Avolve Software will engage a third party agent to expedite the payment to Licensor in advance of the actual invoice due
date. Upon notification Licensee will redirect invoice payments to Factors Southwest instead of being made directly to
Avolve Software.
4. Term. The term of this License Agreement shall commence as of the date of this Agreement and shall continue
unless and until terminated pursuant Section 5 below.
5. Termination. Licensee may terminate this License Agreement at any time by returning the Software and all copies
thereof and extracts thereof to Licensor. For the purposes of this section, "extract" does not include custom applications,
macros, scripts or other works developed by Licensee or its employees for use with the Software. Licensor may terminate
this License Agreement upon the material breach by Licensee of any term hereof. Upon such termination by Licensor,
Licensee agrees to return to Licensor the Software and all copies and portions thereof. Upon termination of this Agreement
for any reason, Licensee shall (i) immediately discontinue its use of the Software, and (ii) return to Licensor the original and all
copies of all Software and Documentation in whatever form in Licensee's possession, custody or control or, upon the written
request of Licensor, destroy all such copies and certify to Licensor in writing that Licensee has complied with all requirements.
6. Confidentiality. To the extent authorized by law, each party shall hold confidential information of the other in
confidence, if it is conspicuously identified or known to the disclosing party as confidential. 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, subpoena,
discovery request for litigation, securities reporting requirement or a government or court order, provided the other party is
given notice and an opportunity to intervene; or (vi) it does not constitute a trade secret and more than three (3) years have
elapsed from the date of disclosure. No action taken by Licensee, if taken in compliance with the Texas Public Information
Act, may be deemed to be a violation of this article.
7. Limited Warranties. Licensor warrants Licensee for a period of thirty (30) days following successful completion
of the Project Services set forth in Attachment l (referred to as the "Warranty Period") that the Software media is delivered
free from defects in material and workmanship. Licensor further warrants, for Licensee's benefit alone, that during the
Warranty Period the Software shall operate substantially in accordance with the functional specifications provided to
Licensor by Licensee as a requirement of this procurement, and as provided in the User's Manual. If during the Warranty
Period, a defect in the Software appears, or if it otherwise fails to meet Licensee's functional requirements listed in
Attachment 5, as installed and maintained by Licensor on Licensee's equipment, Licensee may return the Software to
Licensor for either replacement or, if so elected by Licensor, refund of amounts paid by Licensee under this License
Agreement. Licensee agrees that the foregoing constitutes Licensee's sole and exclusive remedy for breach by Licensor of
any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE,
AND THE SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND
ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
AVS2009V3 Page 2
8. Limitation of Liability. EXCLUDING THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER
SECTION 12 AND ANY INTENTIONAL OR GROSSLY NEGLIGENT BREACH OF THE PARTIES
CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, EACH PARTY'S CUMULATIVE LIABILITY TO THE
OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY
CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT
EXCEED THE LICENSEE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE. EXCEPT FOR ANY
INTENTIONAL OR GROSSLY NEGLIGENT BREACH OF THE PARTIES CONFIDENTIALITY OBLIGATIONS
UNDER SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Trademark. No right, license, or interest to trademarks held by Licensor are granted hereunder, and Licensee
agrees that no such right, license, or interest shall be asserted by Licensee with respect to such trademarks.
10. Support. For a period pursuant to terms in Attachment 3 following the date of this Agreement, Licensor will
furnish Licensee with support by telephone, electronic mail or mail, to assist Licensee in use of the Software. Support for
subsequent years is included in the annual maintenance fees. All correspondence relating to the Software and this Agreement
should be directed to: Avolve Software Corp., 4835 E. Cactus Road, Suite 420, Scottsdale, AZ 85254.
11. Governing Law and Venue. This Agreement shall be governed in accordance with the laws of the State of Texas.
The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods and
choice of law rules of any jurisdiction will not apply to this Agreement. Any legal action or proceeding relating to this
Agreement shall be instituted in the State District courts of Denton County, Texas or federal courts for the Eastern District of
Texas, Plano or Sherman Divisions, and each party hereby submits to the personal jurisdiction of such courts and waives any
defense related to venue or forum non conveniens for any action brought in those courts, related to this Agreement.
12. Indemnification. The Licensor will defend and hold Licensee harmless from and against any and all costs,
liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or in connection with a claim,
suit, action, or proceeding brought by any third party against Licensee to the extent that it is based on a claim that Licensee's
use of the Software infringes a copyright, patent, or other intellectual property right enforceable in Canada or the United
States; provided that Licensee (a) shall promptly notify Licensor of any claim, demand, action or other proceeding for which
Licensee intends to claim indemnification; (b) gives Licensor the right to participate in, and to the extent Licensor so desires,
and Licensee expressly consents, jointly with any other indemnifying party similarly noticed, to assume the defense thereof
with counsel selected by Licensor; and (c) reasonably cooperates with Licensor and its legal representatives in the
investigation of any claim, demand, action or other proceeding covered by this Section 12. Nothing in this article requires
Licensee to consent to any joint representation or agreement to cooperate as a condition of this indemnification, to the extent
that such lack of consent is predicated on Licensee's good faith belief that a conflict of interest exists between Licensee and
Licensor in the context of such cooperation or joint representation, and Licensor hereby confirms that in such event, that it
will pay the reasonable expenses of independent counsel of Licensee's choosing to represent Licensee's legal interests, as
such costs are incurred by Licensee. Licensor and Licensee hereby stipulate that in this context, in December 2009, a
blended (or average) billing rate of $400 per hour is reasonable for independent counsel, consisting of a litigator whose
primary practice is intellectual property infringement defense, assisted by one or more associate attorneys practicing under
his or her supervision, and adjusted for inflation in future years by index data compiled by the US Bureau of Labor Statistics
(www.bls.gov) for attorneys in the Dallas/Fort Worth MSA (either PPI for product code 541110-1 or CPI-U for Dallas/Fort
Worth MSA). If the Software is held to infringe any intellectual property right, Licensor may, in its sole discretion and at its
own expense, either procure a license that will protect Licensee against such claim without cost to Licensee or replace the
Software with a non-infringing service with comparable functionality, and shall also pay any and all monetary awards and
costs imposed against Licensee arising out of such infringement, to the extent that such awards and costs are not cured by
providing Licensee with such substituted non-infringing license or service. Provided that Licensor complies with this Section
12, and fully compensates Licensee for all costs incurred in the representation, defense and liability arising out of such a
claim, suit, action or proceeding described therein, Licensee shall have no additional remedy against Licensor by reason of a
third party infringement claim.
13. Costs of Litigation. If any action is brought by either party to this Agreement against the other party regarding the
subject matter hereof, regardless of the outcome of such action, each party shall bear is own attorney fees and expenses of
litigation.
AVS2009V3 Page 3
14. Export Restrictions. Licensee agree to comply strictly with all export laws and restrictions or regulations of the
United States or foreign agency or authority, and not to export, or allow the export or re-export of the Software,
Documentation or any technical data in violation of any such restriction, law or regulation, without all necessary approvals.
15. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties and
supersedes any prior agreements, representation, or understandings, whether oral or written, relating to the Software.
16. 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.
17. Waiver. Neither party's failure to exercise or delay in exercising any right or remedy that it may have under this
Agreement shall operate as a waiver of that right or remedy or preclude any other or further exercise of any right or remedy
available under this Agreement.
18. Assignment. This License, the Licensed Software and any other information or rights provided by Licensor, may
not be sold, leased, assigned, sublicensed or otherwise transferred in whole or in part. Licensee may not assign this
Agreement or the benefits there from in whole or in part without the prior written consent of Licensor, which consent shall
not be unreasonably withheld. Any assignment made in conflict with this provision shall be voidable at the option of the
Licensor. Without the prior written consent of the Licensee, which will not be reasonably withheld, this Agreement is not
assignable.
19. Publicity. Licensor may identify Licensee on its customer lists and list Licensee as a customer in its marketing and
advertising materials, and reproduce Licensee's company name, logo, trademark, trade name, service mark, or other
commercial designations, solely in connection therewith. Licensor will not otherwise use Licensee's name for any publicity
or marketing purposes without Licensee's prior written consent.
20. 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 in English and addressed to the parties as
follows:
If to Licensor (Avolve Software): If to Licensee:
Attn: Ronald Loback Title:_City Manager
President/CEO Address: 215 E. McKinney
Avolve Software
4835 E. Cactus Road, Suite 420 Denton, Texas 76201
Scottsdale, Arizona 85254 Copy To: Rodney Patterson
Phone: 602-971-6061
rloback@avolvesoftware.com Phone:
Email
Any party may change its address for service by notice served as set out above.
21. Independent Contractor. The Licensor is an independent contractor and not an employee of the Licensee. Any
personnel performing services under this Agreement on behalf of the Licensor shall at all times be under the Licensor's
exclusive direction and control. The Licensor 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. The Licensor 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.
22. Indemnification and Insurance.
a. Indemnification. The Licensor agrees to indemnify, defend (with counsel reasonably approved by
Licensee) and hold harmless the Licensee and its authorized officers, employees, agents and volunteers from any
and all claims, actions, losses, damages, and/or liability arising out of this Agreement designated to the extent
caused by the negligent, reckless, or willful acts, errors or omissions of Licensor or its employees, officers or sub-
licensors.
b. Insurance. The Licensor agrees to provide insurance set forth in Attachment 4.
AVS2009V3 Page 4
23. Equal Opportunity. The Licensor complies with the Equal Employment Opportunity Program of the State of
Arizona and rules and regulations adopted pursuant thereto: Executive Order 11246, as amended by Executive Order 11375,
11625, 12138, 12432, 12250, Title VII of the Civil Rights Act of 1964, and other applicable Federal, State, and County laws,
regulations and policies, including laws and regulations hereafter enacted. The Licensor shall not unlawfully discriminate
against any employee, applicant for employment, or service recipient on the basis of race, national origin or ancestry,
religion, sex, marital status, age, political affiliation or disability.
24. Recycling. The Licensor shall make a reasonable effort to comply with the Licensee's recycled product purchasing
standards policy which requires vendors to use recycled paper for proposals/reports and for any printed or photocopied
material created as a result of a contract with the Licensee. The policy also requires vendors to use both sides of paper sheets
for reports submitted to the Licensee whenever practical.
25. Conflict of Interest. The Licensor shall make all reasonable efforts to ensure that no conflict of interest exists
between its officer, employees, or subcontracted Licensors, and the Licensee. The Licensor shall make all reasonable efforts
to ensure that no Licensee officer or employee, whose position with the Licensee enables him/her to influence any award of
this Agreement or any competing offer, shall have any direct or indirect financial interest resulting from the award of this
Agreement or shall have any relationship to the Licensor or officer or employee of the Licensor. Officers, employees, and
agents of cities, counties, districts, and other local agencies are subject to applicable conflict of interest codes and state law.
In the event that the Licensee determines a conflict of interest situation exists, the Licensee may disallow any increase in
costs associated with the conflict of interest situation and such conflict may constitute grounds for termination of the
Agreement. This provision shall not be construed to prohibit employment of persons with whom the Licensor's officers,
employees, or agents have family, business, or other ties so long as the employment of such persons does not result in
increased costs over those associated with the employment of any other equally qualified applicant.
26. Disclosure of Criminal and Civil Proceedings. The Licensee reserves the right to request the information described
herein from the Licensor. The Licensee also reserves the right to obtain the requested information by way of a background
check performed by an investigative firm. The Licensor may be asked to disclose whether the firm, or any of its partners,
principals, members, associates or key employees (as that term is defined herein), within the last ten years, has been indicted
on or had charges brought against it or them (if still pending) or convicted of any crime or offense arising directly or
indirectly from the conduct of the firm's business, or whether the firm, or any of its partners, principals, members, associates
or key employees, has within the last ten years, been indicted on or had charges brought against it or them (if still pending) or
convicted of any crime or offense involving financial misconduct or fraud. If the response is affirmative, the Licensor shall
describe any such indictments or charges (and the status thereof), convictions and the surrounding circumstances in detail. In
addition, the Licensor may be asked to disclose whether the firm, or any of its partners, principals, members, associates or
key employees, within the last ten years, has been the subject of legal proceedings as defined herein arising directly from the
provision of services by the firm or those individuals. "Legal proceedings" means any civil actions filed in a court of
competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the
individuals. If the response is affirmative, the Licensor shall describe any such legal proceedings (and the status and
disposition thereof) and the surrounding circumstances in detail. For purposes of this provision "key employees" includes
any individuals providing direct service to the Licensee. "Key employees" do not include clerical personnel providing
service at the firm's offices or locations.
27. Drug-Free Workplace Policy. The Licensor certifies that it will comply with the requirements of the Drug-Free
Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or
use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program
i. The dangers of drug abuse in the workplace.
ii. The person's or organization's policy of maintaining a drug-free workplace.
iii. Any available counseling, rehabilitation and employee assistance programs.
iv. Penalties that may be imposed upon any employees for drug abuse violations.
c. Provide that every employee who works on the proposed or resulting Agreement:
i. Will receive a copy of the company's drug-free policy statement; and
ii. Will agree to abide by the terms of the company's drug-free policy statement as a condition of
employment.
AVS2009V3 Page 5
28. Improper Consideration. Licensor shall not offer (either directly or through an intermediary) any improper
consideration such as, but not limited to, cash, discounts, service, the provision of travel or entertainment, or any item of
values to any office, employee, or agent of the Licensee in an attempt to secure favorable treatment regarding the award of
this proposal. The Licensee, by written notice, may immediately terminate this Agreement if it determines that any improper
consideration as described was offered to any officer, employee, or agent of the Licensee with respect to the Agreement.
Licensor shall immediately report any attempt by a Licensee officer, employee or agent to solicit (either directly or through
an intermediary) improper consideration from Licensor. The report shall be made to the supervisor or manager charged with
supervision of the employee or to the Administrative Office.
29. Electronic Funds Transfer. The Licensor shall accept all payments from the Licensee via electronic funds transfer
(EFT) directly deposited into the Licensor's designated checking or other bank account. The Licensor shall promptly comply
with directions and accurately complete forms provided by the Licensee required to process EFT payments.
30. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document. All counterparts must be construed together to constitute one instrument.
IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the Effective Date
Avol Software
By
r
u orize signature -sign in ue ink)
Name: Name:
(Print or type name of p signing contra t)
APPROVED AS-T0-FORM:
CITY ATTORNEY
CITY OF DENTO
SY:
i"
i
AVS2009V3 Page 6
ATTACHMENT I-Licensor's Allocation of Services
Activi Phase Davs
Software Installation Assessment Included
Review Network and Hardware Configuration
Pre-Installation review
ProjectDox Installation
Security Policies
Discovery Assessment 5
Kick- off meeting
Goals Setting
Business Process Discovery
Permit System Integration Requirements
Reports Definition
Discovery Deliverables Assessment 5
Detailed Statement of Work
Configuration Specifications
Workflow Specifications
Project Schedule
Acceptance of SOW (signature required)
Permit System-Trak-it to Pdox for Project Initiation Design 2
Integration Design and Testing
Acceptance
Process Customization- 3 processes-building & safety , engineering and planning Design 30
Workflow and forms customization
Knowledge View customization
Framework configuration (templates, roles, folder structure)
Validation & Preliminary Sign off
Project Documentation Deploy 6
Administrator and Users Guides
Approved Process Flowcharts
Responsibility matrix
Training materials
Initial Rollout Deploy 10
Initial Deployment (Beta)
Validation
Acceptance and Sign off
Administrator Training Deploy 2
Project & User Setup
Workflow and Forms Overview
Knowledge View Usage
Train the Trainer Deploy I
Detailed Training on Workflow Processes
End User Training-maximum 30 people Deploy 3
Process and Workflow based
Hands on training (up to 10 users per class)
Workflow Design Training Deploy 2
Basic Form and Workflow customization (up to 5 designers per class)
Design Optimization Optimize 2
Process refinements
Form refinements
Turnover/Closeout Closeout 1
AVS2009V3 Page 7
Full Deployment
Final Documentation
Project Acceptance and sign off
Total 69
AVS2009V3 Page 8
ATTACHMENT 2
MAINTENANCE AGREEMENT
1. Scope of Maintenance Agreement. This Attachment describes the Technical Support plans and terms and
conditions currently applicable to the Software offered by Licensor. The Technical Support described below does not
expand or change any warranty provisions set forth in the Agreement. Capitalized terms used in this Attachment and
not separately defined below shall have the meanings set forth in the Agreement.
2. Terms and Conditions Related to Standard Technical Support... Licensor will provide the following standard
Technical Support for the Software:
a. Designation of a User Login and Password. Licensee must register with Licensor unique passwords and
user names, which will be required when seeking Technical Support. Licensee acknowledges and agrees that
Licensee is prohibited from sharing passwords and/or user names with unauthorized users. Licensee will be
responsible for the confidentiality and use of passwords and user names. Licensor will act as though any electronic
communication it receives under Licensee passwords, user names, and/or account number will have been sent by
Licensee. Licensee agrees to immediately notify Licensor if Licensee becomes aware of any loss or theft or
unauthorized use of any passwords, user names, and/or account number.
b. Software Updates. Licensee will receive, at no additional charge, during the term of its Maintenance
Agreement all minor (e.g. from Release 1.0 to 1.1) and major updates (e.g. from Release 1.1 to 2.0) of the Software
as they are generally made available by Licensor. Where applicable, Licensee will also be entitled to driver updates.
Licensee will be notified by email when updates are available and may also visit Licensor's website at
www.avolvesoftware.com for current information concerning updates. Software and driver updates may be
downloaded at the technical support section of the website (www.projectdox.com) and, at Licensor's discretion, may
also be provided in physical form. All Software and driver updates are provided under, subject to, and governed by
the terms and conditions of this Agreement. Upon installation of updated Software, Licensee must destroy all prior
releases/versions of the Software.
C. E-mail, Fax and Telephone Support. Licensee may contact Licensor's helpdesk by phoning 602-714-
9774 x1112 and speaking with a support representative. Depending on availability, Licensee may be routed to
voice mail to report the problem. Licensee may send Licensor an email through Licensor's customer support web
interface, located in the technical support section of Licensor's website, www.projectdox.com, or by sending a fax to
602-923-3544. Any e-mail or fax requests identifying potential errors or problems in Licensee's use of the Software
should provide Licensor with sufficient information to reproduce the error. Licensor's helpdesk personnel will
assist Licensee in accessing and utilizing the Software, and work with Licensee in good faith to determine the final
disposition of all reported problems or errors, including identifying and providing workarounds for any problem
discovered. Assistance may include communicating via telephone, e-mail, our Support web site, or if allowed by
Licensee, remote desktop sharing.
d. Support Hours. Licensor's helpdesk currently accepts calls, e-mails, and faxes from 7 a.m. to 5 p.m., U.S.
Arizona Time Monday through Friday (excluding standard U.S. holidays).
e. Error Corrections. Licensor will use commercially reasonable efforts to correct any reproducible and
material programming error discovered in the Software applying a level of effort reasonably commensurate with the
severity of the error. Licensor is not responsible for correcting errors that result from problems residing outside of
the Software. Typically, Licensor will address errors through updates to the Software, but on occasion and at its
sole discretion may provide Licensor with an interim correction (such as a work-around) pending formal
implementation of an update.
f. Licensee's Suggestions: Any errors or suggested changes, clarifications, additions or other improvements
to the Software which Licensee communicates to Licensor shall constitute Licensee's grant to Licensor, without
charge or other obligation, of the right to incorporate such suggestions, changes and modifications into the Software
under Licensor's standard intellectual property notices.
3. Non-qualifying Issues and Events
AVS2009V3 Page 9
a. Non-Qualified Products. Prior to Licensor's installation of the Software, Licensor shall be given the
opportunity to inspect Licensee's existing hardware and software installation, and identify any incompatible
hardware or software products. Licensor does not provide Technical Support for any hardware or software product
that is not part of the Software licensed to Licensee by Licensor (a "Nonqualified Product"), except to the extent
necessary to assure the proper operation of the Software and its, or Licensee's, functional requirements, and not
previously identified by Licensor to Licensee as incompatible. Licensee remains responsible for the functioning of
Nonqualified Productswith regard to any functions which do not affect the proper operation of the Software as
installed. If Licensor provides Technical Support for a problem caused by a Nonqualified Product that was
previously identified by Licensor to Licensee as incompatible, or by the failure of Licensee's computer system or
environment to comply with the technical specification requirements included in the documentation provided with
the Software, Licensor reserves the right to notify Licensee of that incompatibility or noncompliance, and condition
further support of those incompatible or noncompliant products upon Licensee's agreement to be charged time and
materials for such extra services at Licensor's then current published rates for customized, premium technical
support services.
b. Other Exclusions..Licensor's Technical Support does not cover:
(l) Software that has been superseded by a new update/release for more than one (1) year;
(2) Altered, damaged, or modified Software;
(3) Any custom applications developed by Licensor for Licensee; or
(4) Software installed in an operating environment that is not supported by Licensor or used other
than as specified in the user manual.
4. General Terms and Conditions
a., Initial Term. For the term specified in Attachment 3 and initiating on the date the Agreement was signed
(unless, pursuant to the terms and conditions of the Agreement it is terminated earlier) Licensee will be entitled at no
extra charge to standard Technical Support (the "Initial Term") for the Software.
-b. Renewal Terms. Licensor shall automatically renew the standard Technical Support at the end of the
"Initial Term" and every anniversary thereafter at the rates listed in Licensor's then-current price list.
C. Maintenance Fees. After the Initial Term, Licensee shall pay Licensor the applicable fee as listed in
Licensor's then-current price list for Maintenance for each Unit of Software for which Licensee purchased (the
"Maintenance Fees"). At the end of the term specified in Attachment 3, the Maintenance Fees will be either billed
annually or a new, multi-year agreement will be created at the then current rate. Maintenance Fees are paid in
advance of the term and are irrevocable and non-refundable. Maintenance Fees are due thirty (30) calendar days
from the date of the invoice. If Licensee fails to pay all Maintenance Fees by the due date, this Maintenance
Agreement, and all Technical Support provided for under it, may be immediately terminated, without notice, by
Licensor. Alternatively, Licensor, in its sole discretion, may elect to continue to provide Technical Support and
assess interest as provided for under Section 3 of the Agreement. To reinstate or renew the Maintenance Agreement
(if reinstatement is allowed by Licensor), Licensee must pay in advance and in full (i) all Maintenance Fees and (ii)
the upgrade fee as published in Licensor's then-current price list.
d. Termination. Licensee may terminate this Maintenance Agreement at the end of the Initial Term or the
end of any renewal term by giving written notice to Licensor at least thirty (30) calendar days before the end of the
existing term. Licensor may immediately suspend or cancel Technical Support under this Maintenance Agreement
by giving written notice to Licensee of Licensee's material breach of the Agreement. This Maintenance Agreement
will automatically and immediately terminate without written notice upon termination of the Agreement.
5. Limited Warranties and Liability Limitations
a. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT, NO MATTER WHAT THE CIRCUMSTANCES, AND IRRESPECTIVE OF WHETHER SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE,
SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING
LOST PROFITS, LOST REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER
COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND) ARISING FROM BREACH OF WARRANTY OR
AVS2009V3 Page 10
BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING
FROM OR IN CONNECTION WITH THIS AGREEMENT OR SUCH PARTY'S PERFORMANCE
HEREUNDER. LICENSOR' S MAXIMUM LIABILITY FOR DAMAGES FOR ANY CAUSE OF ACTION
RELATING TO THIS MAINTENANCE AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY
LICENSEE FOR THE MAINTENANCE AGREEMENT FOR THE APPLICABLE YEAR. THESE
LIMITATIONS OF LIABILITY SHALL NOT BE APPLICABLE IN THE CASE OF DEATH OR BODILY
INJURY.
b. Service Warranties. Licensor warrants that all professional services provided hereunder will be
performed in a workmanlike manner, in conformity with the professional standards for comparable services in the
industry. For any breach of this warranty for service, Licensee's exclusive remedy shall be the re-performance of
the deficient services, and if Licensor is unable to re-perform the deficient services as warranted, Licensee shall be
entitled to recover the Maintenance Fees paid to Licensor in proportion to such deficient services, and such refund
shall be Licensor's entire liability. THESE TERMS AND CONDITIONS FOR TECHNICAL SUPPORT AND
MAINTENANCE SERVICES ARE A SERVICE CONTRACT AND NOT A PRODUCT WARRANTY. THE
SOFTWARE AND ALL RELATED MATERIALS ARE EXCLUSIVELY SUBJECT TO THE WARRANTIES
SET FORTH IN THE AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE
FAILURE OF THEIR ESSENTIAL PURPOSE.
AVS2009V3 Page 11
ATTACHMENT 3
Project Budget
Pricing
SKU " Quantity -Product Name Pricing
372-SE 1 ProjectDox Standard Edition $88,000
PS-SVC 69 Professional Services Installation and Training $1245200
- Subtotal" $2129200 - - -
372-SE-M 4 ProjectDox Standard Edition (Maintenance) $70,400
Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and Total $2829600
shipment of software. Payment via EFT. See notes for details.
Notes:
1. Marketing Agreement: As part of an Enterprise agreement both parties agree and to execute the following
activities during the first two years of the agreement. Avolve Software is responsible for travel costs associated
with these marketing events.
• Press Release
• Case Study Testimonial
• ROI Benchmarking Study
• Client Referrals
2. ProjectDox Standard System is based on a standard configuration ProjectDox Enterprise System based on a
load balanced, failover configuration. Licensing will be based on the IP address or Hostnames for the servers
and is not based on number of users or transactions. The license file will contain the required information for
licensing the associated Job Processors that will be used by the IIS (ProjectDox) servers. The license
file is server specific and if a server is changed or moved a new license file will need to be generated and
applied to all servers in the ProjectDox environment.
3. The current rate for professional services is $1,800 per day plus expenses. Please consult Avolve Software for
current rates for any additional Implementation and Training for ProjectDox. Licensee shall reimburse Avolve
Software for all implementation and training expenses (T&E). Maximum of 10 persons per training class (each
with a computer).
4. The Applicant Tutorial is a series of voice over video for the applicant processes. These are custom tutorials for
the applicant to explain uploading drawings, reviewing change requests, printing, and versioning.
5. Advanced Forms and Workflow Course is a 4 day advanced day class for building and configuring forms and
workflows. The attendees must complete the general admin training for forms and workflow in order to attend
this advanced class. Travel and expenses for the participant is not included. This is at an additional price $5000
for the week per. participant.
6. Maintenance for the first effective year in included in the software price. This includes all maintenance from
the date of effective date of the agreement for one year.
7. Test Systems are available at an additional price. Maintenance for the test server is delivered at no charge if
maintenance on the production system is paid and current.
8. Maintenance includes all service packs, service releases, and upgrades to modules purchased. Maintenance also
includes unlimited technical support for jurisdiction personnel, available from 7 a.m. to 5 p.m. Arizona Time, as
well as web and email support.
9. Software installation and general product administration is included in the price of software.
10. EFT Information:
Bank: Compass Bank
Routing: 122105744
Account 2508914310
AVS2009V3 Page 12
4A1
ATTACHMENT 4
Insurance Coverage
1) Workers' Compensation.
a) A program of Worker's Compensation Insurance or a State-approved Self Insurance Program in an amount
and form to meet all applicable requirements of the State of Arizona, including Employer's Liability with two
hundred and fifty thousand dollars ($250,000) limits, covering all persons, including volunteers providing
services on behalf of the Licensor and all risks to such persons under this Agreement.
b) If the Licensor has no employees, it may certify or warrant that it does not currently have any employees or
individuals who are defined as "employees" under the Labor Code and the requirements for Workers'
Compensation coverage may be waived by the Licensee's Director of Risk Management.
2) Commercial/General Liability Insurance. The Licensor shall carry General Liability Insurance covering all
operations performed by or on behalf of the Licensor providing coverage for bodily injury and property damage with a
combined single limit of not less than one million dollars ($1,000,000) per occurrence. The policy coverage shall
include:
a) Premises operations and mobile equipment.
b)Products and completed operations.
c) Broad form property damage (including completed operations).
d)Personal injury.
e) Contractual liability.
fJ Two million dollars ($2,000,000) general aggregate limit.
3) Automobile Liability Insurance. Primary insurance coverage shall be written on ISO Business Auto
Coverage form for all owned, hired and non-owned automobiles or symbol 1 (any auto). The policy shall have a
combined single limit of not less than one million dollars ($1,000,000) for bodily injury and property damage, per
occurrence. If the Licensor is transporting one or more non-employee passengers in performance of Agreement
services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000) for
bodily injury and property damage per occurrence. If the Licensor owns no autos, a non-owned auto endorsement to
the General Liability policy described above is acceptable.
4) Umbrella Liability Insurance. An umbrella (over primary) or excess policy may be used to comply with
limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury, property
damage, and personal injury/advertising injury and shall include a "dropdown" provision providing primary coverage for
any liability not covered by the primary policy. The coverage shall also apply to automobile liability.
5) Professional Liability.
a) Professional Liability Insurance with limits of not less than one million dollars ($1,000,000) and two
million dollars ($2,000,000) aggregate limits, or Errors and Omissions Liability Insurance with limits of not
less than one million dollars ($1,000,000) and two million dollars ($2,000,000) aggregate limits, or Directors
and Officers Insurance coverage with limits of not less than one million dollars ($1,000,000) shall be required
for Agreements with charter labor committees or other not-for-profit organizations advising or acting on behalf
of the Licensee.
b) If insurance is provided on a "claims made" policy, the "retroactive date" shall be shown and must be
before the date of the start of the Agreement work. The claims made insurance shall be maintained or "tail"
coverage provided fora minimum of five (5) years after Agreement completion.
C) The coverage described above is not required for Licensors providing services which are not relied
upon by Licensee departments for decision making. These would include trainers or instructors, expert
witnesses, statisticians, etc. Whether such coverage is required will be determined by the Licensee Risk
Manager.
AVS2009V3 Page 13
Ikel
6) Additional Insured. All policies, except for the Workers' Compensation, Errors and Omissions and
Professional Liability policies, shall contain endorsements naming the Licensee and its officers, and employees, as
additional insured's with respect to liabilities arising out of the performance of services hereunder. The additional
insured endorsements shall not limit the scope of coverage for the Licensee to vicarious liability but shall allow
coverage for the Licensee to the full extent provided by the policy.
7) Waiver of Subrogation Rights. The Licensor shall require the carriers of required coverage's to waive all
rights of subrogation against the Licensee, its officers, employees, agents, volunteers, Licensors and sub-Licensors.
All general or auto liability insurance coverage provided shall not prohibit the Licensor and the Licensor's
employees or agents from waiving the right of subrogation prior to a loss or claim. The Licensor hereby waives all
rights of subrogation against the Licensee.
8) Policies Primary and Non-Contributory. All policies required herein are to be primary and non-
contributory with any insurance or self-insurance programs carried or administered by the Licensee.
9) Severability of Interests. The Licensor agrees to ensure that coverage provided to meet these
requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude
coverage for suits between the Licensor and the Licensee or between the Licensee and any other insured or
additional insured under the policy.
10) Proof of Coverage. The Licensor shall furnish Certificates of Insurance to Licensee, including
endorsements, as required, prior to the commencement of performance of services hereunder, which certificates
shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to
Licensee, and the Licensor shall maintain such insurance from the time the Licensor commences performance of
services hereunder until the completion of such services. Within fifteen (15) days of the commencement of this
Agreement, the Licensor shall furnish a copy of the Declaration page for all applicable policies and will provide
complete certified copies of the policies and endorsements immediately upon request.
11) Acceptability of Insurance Carrier. Unless otherwise approved by Licensee's Risk Management,
insurance shall be written by insurers authorized to do business in the State of the Licensee and with a minimum
"Best" Insurance Guide rating of "A- VII".
12) Deductibles and Self-Insured Retention. Any and all deductibles or self-insured retentions in excess of
ten thousand dollars ($10,000) shall be declared to and approved by Licensee's Risk Management.
13) Failure to Procure Coverage. In the event that any policy of insurance required under this Agreement
does not comply with the requirements, is not procured, or is canceled and not replaced, the Licensee has the right
but not the obligation or duty to cancel the Agreement or obtain insurance if it deems necessary and any premiums
paid by the Licensee will be promptly reimbursed by the Licensor; alternatively, the Licensee's payments to the
Licensor under this Agreement will be reduced to pay for insurance purchased by the Licensee.
14) Insurance Review. Insurance requirements are subject to periodic review by the Licensee. The Licensee's
Director of Risk Management or designee is authorized, but not required, to reduce, waive or suspend any insurance
requirements whenever Licensee's Risk Management determines that any of the required insurance is not available,
is unreasonably priced, or is not needed to protect the interests of the Licensee. In addition, if the Licensee's Risk
Management determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage
limits become reasonably priced or available, the Licensee's Director of Risk Management or designee is
authorized, but not required, to change the above insurance requirements to require additional types of insurance
coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the
Licensee, inflation, or any other item reasonably related to the Licensee's risk.
15) Changes. Any change requiring additional types of insurance coverage or higher coverage limits must be
made by amendment to this Agreement. The Licensor agrees to execute any such amendment within thirty (30)
days of receipt.
16) Waiver. Any failure, actual or alleged, on the part of the Licensee to monitor or enforce compliance with
any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on the part of
the Licensee.
AVS2009V3 Page 14
ATTACHMENT 5
Denton's Functional Requirements
In addition to those functions of the Software represented by Licensor, Denton requires that the additional functional
requirements listed below, as installed and maintained by Licensor on Licensee's hardware:
1. Proven two way integration with CRW's permitting system (TrakIT).
2. Self hosted on City's onsite hardware.
3. Ability for City to set access levels to control what users (including the public) are able to view.
4. Compatibility with a broad range of formats for plan submittals, including PDF, AutoCad, TIF, DWG, etc.
5. Does not require users (e.g., public, contractors, designers) to download additional software in order to view and
upload drawings.
6. Updates of software provided by Licensor at no additional cost to Licensee.
AVS2009V3 Page 15