The URL can be used to link to this page

Avolve Software Corp Agreement~~09'- ~ 7°O 7 G7G~- ~/a~~~9 AVOLVE SOFTWARE CORP SOFTWARE LICENSE AND SERVICES AGREEMENT LICENSE TERMS AND CONDITIONS This Agreement ("Agreement)" is made this~/~~~day of March 2009, between AVOLVE SOFTWARE Corporation ("Licensor, a Delaware corporation, having rts principal place of business at 4835 E. Cactus Road, Suite 420, Scottsdale, Arizona 85254, United States of America, and City of Miami Beach, a political subdivision of the State of _Florida_, with its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("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 11 below), non-exclusive right to use and permit its Users to use the Software for the term set out herein solely for Licensee's internal business operations which includes access by internal employees and contractors, and Licensee Authorized End Users. The Licensee has been granted the right to modify and expand the Software such as but not limited to, the creation of customized workflows and any other customizations or modifications that are required to address the Licensee's business process and procedures. 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. Training, Technical Support and Deliverables. Licensor shall provide the education, training and technical support services and deliverables according to the allocation of time as itemized in Attachment 1, attached hereto and incorporated herein by this reference. c. Maintenance Agreement. Licensor shall provide the maintenance services described in Attachment 2, attached hereto and incorporated herein by this reference. 2. Incremental Services Fee Schedule. Attachment Three, Fee Schedule, outlines the current fee schedule for incremental services that may be requested by the Licensee which are outside the scope of work described in Attachment One. AVS2008V1 Page 1 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, 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. 4. 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 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. 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. 6. Sole Source Justification and Contractual Requirements. The Licensor has submitted rationale and an itemized list of contractual requirements which describes the end product deliverables to the city as justification for Licensee Sole Source Acquisition as provided in Addendum One. 7. Termination. Licensee may terminate this License Agreement at any time by returning the Software and all copies thereof and extracts thereof to Licensor. 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. 8. Confidentiality. Each party shall hold 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, 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. Provided however, Licensor acknowledges and agrees that Licensee is subject to the provisions of Chapter 119, Fl. Stat. (2008) (Florida Public Records AVS2008V1 Page 2 Law) and that nothing herein shall constitute an agreement by Licensee to waive or otherwise not comply with all provisions of Section 119 as may later amended. 9. Limited Warranties. Licensor warrants Licensee for a period of thirty (30) days following successful completion of the Project Schedule" (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 in the User's Manual. If during the Warranty Period, a defect in the Software appears, 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. THE LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY OF PERFORMANCE WITH RESPECT TO THE SOFTWARE AND THE SOFTWARE CONTAINED THEREIN, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. 10. Limitation of Liability. SUBJECT TO SUCH LIMITATIONS AS MAY EXIST UNDER FLORIDA LAW, LICENSOR'S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER 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 LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 11. 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. 12. Support. For a period of one year following the date of this Agreement, Licensor will furnish Licensee with support by telephone, facsimile, 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 85022 or www.projectdox.com. 13. Governing Law and Venue. This Agreement shall be governed in accordance with the laws of the State of Florida... 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 a state or federal court in City of Miami Beach, Florida, and each party hereby submits to the personal jurisdiction of such courts and waives any defense related to venue or forum non convenient. AVS2008V1 Page 3 14. 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 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. 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 anon-infringing service with comparable functionality. Provided that Licensor complies with this Section 12, Licensee shall have no additional remedy against Licensor by reason of a third party infringement claim. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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. Licensor reserves the right to assign the Licensee receivables collection at their sole discretion. 21. 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. AVS2008V1 Page 4 22. 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): Attn: Ronald Loback President/CEO Avolve Software 4835 E. Cactus Road, Suite 420 Scottsdale, Arizona 85254 Phone: 602-971-6061 Email: rloback(a,avolvesoftware.com If to Licensee: Attn: Alex Rey Building Director City of Miami Beach Building Department 2°d Floor 1700 Convention Center Drive Miami Beach FL 33132 Phone: 786-394-5384 Email: alexrey@miamibeachfl.gov Any party may change its address for service by notice served as set out above. 23. 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. 24. 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 accordance with the requirements herein. If the Licensor uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, the Licensor a_ rg ees to amend, supplement or endorse the existing coverage to do so. Without in any way affecting the indemnity herein provided and in addition thereto, the Licensor shall secure and maintain throughout the Agreement the following types of insurance with limits as shown: 1) Workers' Compensation, a) A program of Worker's Compensation Insurance or aState-approved Self Insurance Program in an amount and form to meet all applicable requirements of the Labor Code of the State of Florida or equivalent provisions of the State of Arizona, including Employer's Liability with two hundred and fifty thousand dollars ($250,000) limits, covering all AVS2008V1 Page 5 persons, 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) CommerciaUGeneral 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. f) 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, anon-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 AVS2008V1 Page 6 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 for a 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. 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, employees, agents and volunteers 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. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85. 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. AVS2008V1 Page 7 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 Florida 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. 25. Equal Opportunity. The Licensor agrees to comply with the Equal Employment Opportunity Program of the City of Miami Beach and rules and regulations adopted pursuant thereto: 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. 26. 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. AVS2008V1 Page 8 27. 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. 28. 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. 29. 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 adrug-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, as required by Government Code Section 8355(a). b. Establish aDrug-Free Awareness Program to inform employees about all of the following: 1) The dangers of drug abuse in the workplace. 2) The person's or organization's policy of maintaining a drug-free workplace. AVS2008V1 Page 9 3) Any available counseling, rehabilitation and employee assistance programs. 4) Penalties that may be imposed upon any employees for drug abuse violations. c. Provide, as required by Code Section 8355(c) that every employee who works on the proposed or resulting Agreement: 1) Will receive a copy of the company's drug-free policy statement; and 2) Will agree to abide by the terms of the company's drug-free policy statement as a condition of employment. 30. 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 County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available remedies. 31. 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. 32. 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. LICENSEE Jorge M. Gonzalez -sign in blue ink) Dated: City Manager By SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BE DELIVERED TO THE V -~ Att st: Robert Parcher ~ APPRUI!!~n AS TO !k FOB~t~; :k~LC.~ ~cCN Name: Ronald o8ack (Print or type name of person signing contract) Title: President & CEO rint or Type) Dated: ~~ Address: 4835 East Cactus Road Suite 420 Scottsdale, AZ 85254 Page 10 3~1b~~~ ATTACHMENT ONE Services Delivery Milestones Phase Da s Onsite Kick-off Meetin Goals Re uirements Assess 1 Deliverable Rollout Plan Pro'ect Schedule Assess 1 Installation Checklist of E ui ment Review Server Set-u Software Installation Configure 3 Deliverable Consultation Testin ASSOSS 1 Deliverable Pro'ect Creation &Confi uration Form development and workflow design (3 total to be defined during Discove Workflow Design for Forms and Knowledge Views, Integration with Laserfische Configure 39 General Admire Trainin Basic Pro'ect and User Setu Workflow and eForms Deploy 2 Pro'ect Admire Trainin Plan Distribution Usin and Runnin Knowled e View Re orts Deploy 2 Deliverable Policies & Procedures Process flow charts Res onsibilities Matrix Trainin Materials Configure 1 Quali Assurance Review of Deliverables Follow-u and Pro'ect Mana ement Validation Testin Configure 1 End User Trainin Based on the Policies & Procedures Hands on trainin , u to 10 users er class Estimated 1 Da for class 2 classes, 20 users total Deploy 2 Communi Recorded Trainin Online voice over training for loading drawings, reviewing, change comments and re-submittal Deploy 1 S stem Im rovements based u on trainin & first use Process / settin s chan es Procedure /documentation review Optimize 1 Total Days 55 AVS2008V1 Page 11 Draft Project Plan For The City of Miami Beach, Florida Prepared By: Ken Higgins, Steve Alexander Avolve Software Professional Services Table of Contents Introduction ................................................................................................................................................ 13 Assess :..................................................................................................................................................... 13 Design :.................................................................................................................................................... 13 Deploy :................................................................................................................................................... 13 Optimize :................................................................................................................................................ 14 ProjectDox Implementation Key Milestones ............................................................................................. 14 Pre-Implementation ................................................................................................................................ 14 Project Prerequisites ............................................................................................................................... 14 Kick-off Meeting .................................................................................................................................... 14 Statement of Work (SOW) and Project Schedule ................................................................................... 14 Forms and Workflow configured and delivered ..................................................................................... 15 Administrator Training, Project Coordinator and Reviewer Training .................................................... 15 Implementation ....................................................................................................................................... 15 Preliminary Project Plan ............................................................................................................................. 15 Requirements Worksheet ............................................................................................................................ 16 AVS2008V1 Page 12 Introduction Avolve Software Professional Services will work closely and collaborate with representatives of the City of Miami Beach, Florida in order to define the Statement of Work for configuring ProjectDox to work within the City's various departments. In addition to representatives of the various user departments, the City will need to provide knowledgeable and qualified staff from the Information Technology department to work with Avolve consultants in technical discussions relative to integration of existing systems with ProjectDox and the configuration and installation of ProjectDox: The outline below reflects at a high level the closed loop methodology that is use by Avolve consultants during the delivery of projects for our clients. Assess Design Deploy Op#imize •Discovery •BuildFormsan •Training •ProcessRe+ ~SaW workflow •Deliver •Eeedback •Schedu{e •InstaHation Documentation •Support •Rollout Plan Cycle The Avolve Software implementation methodology follows a simple yet comprehensive project implementation approach that includes four major phases; Assess, Design, Deploy, Optimize. Each phase is made up of detailed processes that ensure the success of your program. Assess: The Assess Phase incorporates meetings with the client's team and other relevant parties to identify and understand the current state of internal operational processes. We also discuss and define your preferences for the future state of operations; this includes goal setting initiatives and business process improvements. Once we understand the current and desired states, we can begin to make recommendations on how to leverage ProjectDox to maximize the benefits gained from the system. Our experiences working specifically with jurisdictions afford us a wealth of best practices that we leverage to make recommendations to you. Desi~n• Your corporate practices and the agreed upon business process improvements determined in phase one will determine how your ProjectDox site will be specifically configured for your company in the Design Phase. At the end of this phase, your system will be configured; you will have a rollout plan and schedule that makes the most sense for your jurisdiction. Deploy: When we have completed the design phase we end up with awell-documented set of new processes that are automated and enhanced by the ProjectDox application. This may include policy and procedure guides and customized training manuals. At this point we can begin the Deploy Phase. ProjectDox provides a customized comprehensive training plan designed to educate users on your new standard processes. Instructor led training classes are usually organized by role. Classes are typically small, 10 or fewer students per class with hands on access to the application. Many additional training options are available and will be utilized as appropriate. AVS2008V1 Page 13 Outimize• The Optimize Phase hone the process and modify areas were necessary after ProjectDox has been brought into production. Additionally, optimization plans can include methods to accommodate future functionality and enhancement deployment as well as regularly scheduled process reviews, benchmarking, and additional training and support programs. The goal of the implementation methodology is to ensure long-term success for your jurisdiction. This goal matched with the ProjectDox web-based technology platform will allow your organization to have a platform and program for success for years to come. Avolve Professional Services will work with the City to schedule a kickoff meeting and a detailed discovery session are the first steps to establishing a Statement of Work (SOW) and schedule. ProjectDox Implementation Key Milestones The ProjectDox Implementation key milestones are outlined below. Some of the key milestones will have sign offs by both the City of Miami Beach, Florida and Avolve Software. The professional services provided by Avolve Software will include both technical services and consulting services. Both are described below. Pre-Implementation The City of Miami Beach, Florida will be given a checklist and requests for information in order prepare for the kick-off meeting and discovery sessions. Proiect Prerequisites The City of Miami Beach, Florida will provide the following in order to meet the timeline reflected on the attached project plan: 1. The necessary hardware and software as specified on the checklist mentioned in the pre-implementation checklist above. 2. Remote VPN access to City Servers through the City security firewall. 3. Access to the appropriate Information Technology staff to complete the installation and validation testing of the ProjectDox software. 4. The involvement in the Kick-off Meeting and Discovery Session of key departmental user personnel to make informed design decisions for their representative departments. 5. The involvement of user personnel in the design reviews and testing of the configured ProjectDox software. Kick-off Meeting Gather a strategic team and identify project goals. Discovery Document and review current work processes at The City. Discuss and document ProjectDox processes. Avolve Software will work with City of Miami Beach, Florida to understand and document the integration between Laserfische and ProjectDox. Statement of Work (SOW) and Proiect Schedule A Statement of Work (SOW) will be created to reflect the detailed task list, estimated services days and a proposed implementation schedule. SOW and schedule will be discussed and agreed upon with both parties signing the final document which will outline the entire services component of the project and timelines. Hardware Setup and Software Installation Avolve Software will consult with City of Miami Beach, Florida to make recommendations on the hardware configuration and infrastructure. AVS2008V1 Page 14 Hardware must be installed and functioning prior to the Administrator training, Basic Work Flow Development Training schedule. Forms and Workflow configured and delivered Forms and Workflows will be configured, tested and reviewed with the City. The processes will be based on the configurations identified in the SOW. Documentation Delivered Avolve Software will document final system configuration including custom workflows and e-forms and the Miami Beach, Florida Records Application Data (B.R.A.D) interface and reports. The documentation will include Policies and Procedure manuals, responsibility matrix, process flow diagrams and training exercises. Avolve Software will provide user and administrator manuals via electronic format for City of Miami Beach, Florida to produce as needed. Administrator Training, Project Coordinator and Reviewer Training City of Miami Beach, Florida is responsible for scheduling of City personnel for training for System Admin, Project Admin and all end users. Avolve Software will work with City of Miami Beach, Florida to train the individuals identified by City of Miami Beach, Florida as permit administrators of the plan review process. Avolve Software will work with City of Miami Beach, Florida to train the individual review department members on how to complete assigned tasks as required by the workflow business rules. The number of participants in each session should be a maximum of 10. Each attendee is required to have a PC and access via Internet to the City of Miami Beach, Florida ProjectDox URL. The City of Miami Beach, Florida is responsible to train external customers on their role within the plan review process. Avolve Software will provide voice-over recorded training for this purpose. City of Miami Beach, Florida is responsible to ensure that adequate training facilities are available and meet the training requirements including a multimedia projector. Implementation Avolve Software will be work with City of Miami Beach, Florida to meet the implementation date as specified in the Statement of Work (SOW) and the schedule. Optimization and Testing Avolve Software and City of Miami Beach, Florida will perform end to end testing of the ProjectDox system implementation and interface and all workflow and e-forms created to meet requirements. Preliminary Project Plan The Project Plan shown below is a draft plan based upon the work anticipated for this project. Upon completion of the Business Process Discovery task and the subsequent Statement of Work, a detailed project plan will be developed with task level responsibilities, start date, finish date, task dependencies, and other project management criteria as shown below. The Statement of Work will describe the scope of the project and the deliverables resulting from the work. Task Duration Start Finish ProjectDox Implementation 55 days 3/9/09 5/22/09 Discovery, Implementation, Training 55 days 3/9/09 5/22/09 Implementation Phase 3 days 3/9/09 3/11/09 AVS2008V1 Page 15 Review Checklist/ Servers 1 day 3/9/09 3/9/09 ProjectDox Installation 1 day 3/10/09 3/10/09 Validation & Testing 1 day 3/11/09 3/11/09 Discovery Phase 2 days 3/12/09 3/13/09 Kick-off meeting /Requirements 1 day 3/12/09 3/12/09 Develop Project Plan/ SOW 1 day 3/13/09 3/13/09 Permit Integration 1 day 3/16/09 3/16/09 Consultation & Testing 1 day 3/16/09 3/16/09 Development Phase 39 days 3/17/09 5/8/09 Workflow Development 20 days 3/17/09 4/13/09 eForm Development 6 days 4/14/09 4/21/09 Integration w/ Laserfische 8 days 4/22/09 5/1/09 Project Creation 5 days 5/4/09 5/8/09 Training 7 days 5/11/09 5/19/09 General Admin 2 days 5/11/09 5/12/09 Project Admin 2 days 5/13/09 5/14/09 End User 2 days 5/15/09 5/18/09 Community Recorded 1 day 5/19/09 5/19/09 Deliverables 1 day 5/20/09 5/20/09 Procedures, Training Materials, Responsibilities Matrix 1 day 5/20/09 5/20/09 Quality Assurance 1 day 5/21/09 5/21/09 Review Deliverables 1 day 5/21/09 5/21/09 Validation Testing 1 day 5/21/09 5/21/09 System Optimization 1 day 5/22/09 5/22/09 Process/ Procedure Improvement 1 day 5/22/09 5/22/09 Sample Requirements Worksheet Project Creation AVS2008V1 Page 16 Stamps AVS2008V1 Page 17 AVS2008V1 Page 18 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 602-482-8443 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, a-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 8 a.m. to 5 p.m., U.S. Arizona Time Monday through Friday (excluding standard U.S. holidays). AVS2008V1 Page 19 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 awork-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 a. Non-Qualified 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"). Licensee remains responsible for the compatibility and functioning of Nonqualified Products with the Software. If Licensor provides Technical Support for a problem caused by a Nonqualified Product or the failure of Licensee's computer system or environment to comply with the technical specification requirements included in the documentation provided with the Software (or Licensor's Technical Support efforts are materially increased as a result of Licensee's use of Nonqualified Products or failure to comply with the technical specification requirements), Licensor reserves the right to charge Licensee 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: (1) Software that has been superseded by a new update/release for more than ninety (90) days; (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 One (1) year from the date this 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 the quote provided below; Year 1... included Year 2 $38,760 Year 3 $42,636 Year 4 $46,899.60 Year 5 $51,589.56 AVS2008V1 Page 20 At the end of the initial one year term Maintenance Fees will be either billed annually or a new, multi- year agreement will be created. 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 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. LICENSOR'S LIABILITY SHALL FURTHER BE LIMITED AS PROVIDED IN THE AGREEMENT. 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 portion of the Maintenance Fees paid to Licensor for 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. AVS2008V1 Page 21 ATTACHEMENT THREE FEE SCHEDULE All pricing is based on payment of the entire invoice amount net 30 days from the invoice date. (Financing Options are available. ) Item No. Quantity Item Description Price 370-EPC & PERPETUAL UNLIlVIITED USER /PROJECT 370-EPC-T 1 LICENSE FEES FOR Load Balanced//Failover ProjectDox Electronic Plan 370-RPT & Check Software w/ Workflow & eForms Module, 370- Digital Signature, Reporting Modules and A Test EPCPDFDS 1 Server $193,800 Installation, Training ,Customization & Configuration Services PD-SVC 55 (55 days see Note 2, 3 and attachment 1) $93,500 Subtotal - reflects a 30% discount for Government pricing $287,300 First Year Maintenance, Updates and Support, Included at no additional Charge Total $287,300 Notes: 1. License Fees entitle Licensor's employers contractors and authorized end users full and unrestricted access and use of the Software provided. 2. A Detailed Statement of Work will be created during the Discovery Phase, which will detail the workflow and eform development process, Laserfiche integration and timelines. 3. 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. a. Press Release b. Case Study Testimonial c. ROI Benchmarking Study d. Client Referrals 4. Maintenance includes all service packs, service releases, and upgrades to modules purchased. Maintenance also includes unlimited help desk support available from 8 a.m. to 8 p.m. Eastern Time, as well as web and email support. AVS2008V1 Page 22 SERVICES FEE SCHEDULE Incremental Consulting Services outside of the initial Scope of Work described in Attachment One are available to the Licensee at a rate of $1,800 per day plus reasonable and incurred Travel Expenses not to exceed any per -diem limits established by the Licensee. Billing for services personnel is limited to 4 hour minimums the equivalent of $225 per hour. Training classes are limited to no more than 10 individuals without previous approvals from the Avolve Managing Director of Consulting Services. Avolve's Service rate represents a blended rate we do not vary pricing per skill set based on the senior level and technical skills mastered by each of our Systems Engineers. Listed Below is some representative Bio's of our key technical personnel; Gregory Linkous, Senior Systems Engineer, MCP, MCSE, CTP, BCSA Gregory Linkous is a Microsoft Certified Professional (MCP), Microsoft Certified Systems Engineer (MCSE) certification number 1180456 with Microsoft, a Certified Training Partner (CTP) for Crystal Reports issued by Partners in Training and a BindView Certified Systems Administrator issued by BindView Corp. now held by Symantec Corp. Gregory also holds numerous certificates of training on industry specific software security solutions and building automation systems. Gregory has over 12 years experience as a Sales/Systems Engineer with companies such as Tyco, BindView and Symantec. Gregory's experience has revolved around developing and delivering software based product solutions to customers both in the private sector and in the government sector. Some of the customers Gregory has worked with on the private side are Ernst & Young, Shell Oil and TransAmerica. Some of the customers that Gregory has worked with in the government space are the United States Postal Service, Wright Patterson Air force Base and the Ohio EPA. Additional assignments since joining Avolve include; City of Atlanta, Osceola, Leon County, and Pima County. Gregory's strengths are networking in the enterprise, domains, DNS, Active Directory, TCP, WINS, virtual machines, network security, network architecture, network monitoring, network troubleshooting, network hardware, training, mentoring, project management, reporting and technical writing. Gregory has many letters of reference available upon request which describe the level of service that he delivers to his customers. Lora Benedict, Senior Systems Engineer For the past 4 years Lora Benedict has been solely focused on ProjectDox, contributing significantly to the installation processes, environment decisions, and software testing which provides an intimate knowledge of the product. This role has required clear communication between customers, Product Managers and developers during the maturing process of the product. She has established organization-wide standards for ProjectDox. Lora has over 20 years of experience as a pre and post Sales Systems Engineer. Lora's experience is centered on the implementation of custom software solutions for domestic and international companies. She develops documentation, tailored presentations and written technical training materials adapting courses to meet the diverse backgrounds of the target user group, and focuses on training and certifying trainers. Lora's strengths range from utilizing her 20 year's experience developing accurate statement's of work, project management, and a talent for handling users resistant to automation. Lora has utilized these strengths in her current assignment at Maricopa County, Lincoln, El Paso and Palmdale. Nicole Thorne, Systems Engineer Nikki Thorne has 6 years of experience as a business analyst /Systems Engineer in both the financial and government sectors focusing efforts on product management, design, implementation, and training of software solutions. In addition she has several years of Quality Assurance /testing experience with software solutions. In the financial sector some of the customers she has worked with include Bisys Financial AVS2008V1 Page 23 Services, Gartmore Funds, and Sungard Systems -managing, implementing and designing custom solutions used to automate and increase business efficiencies. In the government sector she has worked with a multitude of government agencies including Lake County, Michigan, Lorain County, Ohio, and City of Manchester, Ct. implementing, configuring and training a variety of software solutions including document management, redaction services, workflow automation, and imaging technology. Nikki is very strong in project management, software implementation, design, and training. Aaron Fromm, Senior. Systems Engineer Aazon Fromm has over 10 years of experience as a Software, Sales, and Systems Engineer. Aazon's experience has been centered on the design, development, and implementation of custom software solutions for companies in the private and government sectors. Aazon has built command and control software for NASA, data acquisition softwaze for Chazles Schwab and TD Ameritrade (formally TD Waterhouse), and has built and implemented business intelligence software for Experian and Acxiom in both the United States and Europe. Aaron also has experience in the GIS sector, working with commercial real estate companies including Staubach and Marcus & Millichap. In addition, Aazon has worked with many city and county governments to help solve specific software and database solutions. Aazon is very strong in software and database design, development, and implementation. Steve Alexander, Systems Engineer Steve Alexander is a certified Scrum Master (CSM), former Navy Information Systems Technician and Certified Scrum Practitioner (CSP). In addition, Steve is an intelligent, goal-oriented, and results-focused professional offering over 9 years (CSP), making him a valued asset for Agile/Scrum development project management. He has over nine years of commercial industry experience in information technology. Steve has successfully delivered numerous custom software applications using the latest Microsoft technology within in a wide range of industries. Notable companies in which Steve has worked with are Microsoft, Sony Pictures, Eli Lilly, and Boehringer Ingelheim. Steve strengths include network softwaze development, database administration, SQL server administration, training, coaching, project management, business analysis, systems integration and project and project team management. In addition to his technical acumen, Steve serves as an effective customer liaison who works diligently to extract critical project requirements and details that ensure customer satisfaction. His experience as a private consultant has given him the ability to develop a solid rapport with clients and engage them in meticulous and effective planning and documentation, resulting in project work that is delivered on time and budget.Steve is extremely strong in development project assessment, management and execution. Suzanne Poteet, Senior Systems Engineer Suzanne Poteet has over fourteen years of experience in vazious IT roles. She has worked in diverse industries, including energy, financial services, telecommunications, consulting and local government. She has worked with organizations such as Travis County (Texas), USAA, SBC, Royal Bank of Canada and Chevron. Suzanne's technical expertise is in database design and systems, specifically in SQL Server, Oracle and Access. She has development experience with JavaScript, VBScript, VBA, Visual Basic, ASP and HTML. She has created operational and management reports utilizing SQL, Crystal Reports, Crystal Enterprise and Excel, and has developed training materials and software user manuals. AVS2008V1 Page 24 PROJECTDOX: ADDENDUM ONE SOLE SOURCE JUSTIFICATION AND PRODUCT REQUIREMENTS LIST Sole Source Justification: Avolve Software Corporation (ProjectDox) of Scottsdale, Arizona is the only software provider the City of Miami Beach Building Department has identified that offers a web based electronic plan submittal and review application. Avolve is the sole distributor of the ProjectDox software. ProjectDox satisfies the best practices for electronic plan review. In addition, the following features are offered exclusively by ProjectDox: - Parallel plan review capabilities that expedite electronic files distribution and review by all concerned departments, in the same timeframe, in other words concurrent reviews are possible using the ProjectDox software, plans can be submitted electronically to the City and reviewed concurrently by all reviewers involved in the development review process over the Internet. - Electronic forms that are automatically generated and populated when appropriate data is entered into the permitting and plan check database. - Highly structured, customizable electronic workflows that control the transfer of information and tasks to appropriate individuals in all designated departments, and also to (citizen) architects and engineers when required. - The software can be configured to automatically send email notifications to all project stakeholders and review departments to provide real-time status and alerts regarding the plan review process. - The software includes advanced visualization tools that incorporate overlay comparison features so that plans can be reviewed electronically to compare changes between earlier drafts and resubmitted drawings. - This plan review and management system will enable the City of Miami Beach Development Review Departments and its Customers a method to submit plans and drawings, allow internal and external staff and external agencies to review, mark-up and approve electronically submitted plans and provide a method to electronically archive electronic plan sets and associated documents. - During the phase III of the implementation, the web-based application for management of plan reviews and notifications by providing for online submission and resubmission of plan drawing sets and associated documents in a secure manner. Contractual Requirements Included In the Price Proposal: - Allows for concurrent plan reviews. - Allows electronic redlining and project mark-up capabilities, including overlay and review various drafts of submitted drawings. Comparisons between different drafts of plans have to be performed manually, which increases the risk that a reviewer will fail to notice a change (or the absence of a change) in the submitted plans. - Eliminates the requirement that all plans be submitted in paper form. This eliminates the risk of misplacing plans, reduced storage space and is environmentally friendly. Allow for concurrent reviews of electronic plans, consolidate the submittal cycle and streamline the correction process. - Provides a medium for internal and external agencies to review and collaborate on projects/plans. - Provide for better quality control, transparency, accountability and reliability. - Standardizes the plan review process and review checklist. - Eliminates the need to review worksheets that have not been modified. AVS2008V1 Page 25 - Provides for work collaboration with design professionals so that updates and communication can occur electronically. - Provides for integration with the City's existing document management system (Laserfishe) and current permitting application Permits Plus (Accela). - Improves efficiency and reduce turn-around time for plan reviews. - The system is scalable so it can coexist with permit activity levels and the characteristics of plan drawing sets that are required as part of the permitting process. - The ProjectDox system is available at all times 24/7 except for minimal back-up time scheduled for late night (local time). - Customers do not have to purchase software in order to use the ProjectDox. - The ProjectDox system includes documentation to assist with the system operation and customer support is available via the web and phone from gam to 4pm EST. - The ProjectDox system includes password management tools for system administrators. - The ProjectDox system includes auditing tools to track user activity, to reconstruct past transactions with the system, to store a log file of key information such as date, user ID, time and type of action, etc. - Customers can submit project data and supporting documents in a secure environment so that only authorized reviewers can see and redline plans. - Customers can submit project data in multiple file formats including MS Word (DOC), MS Excel (XLS), PDF, DWG, DXF, DWF, DGN, TIF, GIF, JPG without losing markup (redline) functionality . - Users must enter a username and secured password to enter the PROJECTDOX environment prior to any transactions. - Customers create a ProjectDox user account before using the system that is matched to customer information required in Permits Plus. - Information from a unique ProjectDox account created online can be reused saving the customer future data entry and ensuring data entry consistency when completing forms online. - ProjectDox Integration with Permits Plus (one way data transfer). - The ProjectDox system requires customers to complete a submittal checklist certifying compliance with City ProjectDox Guidelines prior to uploading project files. - A preliminary review step allows City review staff to quickly check and confirm a submittal before acceptance into the ProjectDox and into the City's permitting workflow - A digital route sheet (shows who needs to review and sign-off) is established and updated when a ProjectDox submittal status changes. (I.e. received, certified, reviewed, and approved for ProjectDox). - ProjectDox supports document versioning to ensure all redlines and customer edit revisions are tracked in a manner that allows easy access to previous stages in the review process. - A workflow management environment is provided to allow departments to identify which submittals have been received, to check time allotted to complete the review, verify review status by departments/individual staff, and to update status when their department or department review section (i.e. Building Department have multiple disciplines) have completed their review . - The software has the capacity to create workflows for plan review that will be required to incorporate all the permit types listed in the City's Plan Review Guide by automatically generating the required discipline(s) to review based on the permit type and generates the plan review checklist per discipline per permit type. The City currently has over 90 permit types. AVS2008V1 Page 26 Three workflows are included in this contract and the City has the ability to customize additional workflows to incorporate all the permit types listed in the Plan Review Guide. - Automatic notification can be scheduled upon attainment of certain milestones, when certain document types are added to a project folder (geotechnical reports, drainage calculations, structural calculations, approved plans) or when an electronic form (route sheet) has been checked off as complete. - The ProjectDox solution will allow City staff to send other non-City staff (DERM, WASD, Miami-Dade County) and customers a link to access approved files electronically (i.e. distribution of final plats) or an email with approved file attachments in a manner that creates an audit trail of what was sent, when, to whom, etc. - Distances and dimensions can be interactively measured to unit coordinates that match the drawing scale (users can set scales). - Markup tools are available for adding comments in call out bubbles/clouds. - Markup tools are available for adding highlight markups on top of features in drawings and supporting documents with a transparency setting that does not completely block out feature. - Users have the option of choosing whether electronic markups are to be shared with customers or are for internal use only. The ProjectDox will support permissions at the level of the individual markup on a page, the entire page, and for the entire submitted file. - Users can set their redlines to display to a color of their choosing or have the color default based on their department (user group). - Text (i.e. addresses or folio numbers) can be redlined directly to plan drawing sheets and supporting documents and modified based on permissions. - City review staff can add electronic approval stamps to all or selected drawing sheets and supporting documents in a manner that does not allow alteration by customers. - Stamps and digital signatures/certificates from multiple City plan review staff can be applied to plan drawings and supporting documents without invalidating previous digital signatures/certificates. - ProjectDox will support the digital reference numbers assigned to PEDDS project files and when uploading these files into ProjectDox these respective digital reference numbers will be stored with along with the file as a unique metadata field entry. - City staff is able to open, review, and redline plan drawing documents simultaneously without overwriting each other's comments when saving their work. - Submittal versions can be compared using overlay of pages or other tools to easily find drawing contents that have changed - Electronic Plan Review Checklists can be shown directly on plan drawing sheets and attached documents, as well as, displayed onto separate electronic forms that function as Plan Review Checklist documents. The checklist will subsequently be sent to the customer, along with the marked up plans, during the plan review process. 1. Definition of a Plan Review Checklist - a plan review checklist is a structured list used by each section to summarize regulatory or other problems with proposed projects. Comments remaining at time of permit will become Conditions for approval. - Customers can be notified via email in either automated or manual fashion from the ProjectDox when their checklist comments are completed or if their permit application is rejected. - The ProjectDox system allows City staff to determine whether customers can retrieve their plan review comments either immediately after an individual review or after all reviewers have finished. The City can determine if it will allow Customers to see the status of all reviews and the workflow. AVS2008V1 Page 27 - The ProjectDox solution supports varying levels of user permissions to ensure City staff has different permissions than customers, etc. - A counter tracks the number of times a customer submits a set of revised plans for the same project. After three (3) submittals, approval from selected City staff shall be required before customer can resubmit plans. - The system supports version management controls so that previous submittal versions of the same project case are accessible within the ProjectDox environment. - Customers have the ability to update some or all of the contents of previous submittals and the new files uploaded are organized so that City staff can easily find the new files associated with the same project during re-reviews. - The ProjectDox application includes application programming interfaces (API) to allow integration (one way data transfer) with LaserFishe and one way data transfer with Permits Plus/Accela. Returning data to ProjectDox requires a manual upload of information residing in LaserFishe back to a specific ProjectDox folder. - The first and final approved versions of every ProjectDox submittal is automatically saved to the City document management system (LaserFishe). Samples of Reports that ProjectDox will be able to generate: Complete Review Reporting: 1. List of reviewers and status of each project. 2. Total time spent per review. 3. Average time per review. 4. Produce ad-hoc reports. 5. Ability to report with Crystal Reports. 6. Number of calendar day's turnaround time for plan review by Building Department, Fire, PW and Planning Dept. 7. % of plans reviewed within turnaround time by the Building Department, Fire, PW and Planning Dept. 8. Average time for development review process from application to approval in calendar days. 9. Average number of days in the City during the development review process. 10. Average number of days outside the City during the development review process. Management Reporting: 1. Report of all Customers. 2. Report of all active Reviewers. 3. Reports by Administrator defined time period. 4. Reports by Customer and by project. 5. Reporting on all project status information. 6. Reports by Individual Reviewer. 7. Overdue reports by discipline/reviewer. Reviewer Reporting: 1. Reviews to be completed report. 2. Overdue Review report. 3. Completed reviews report. Security Issue Resolution within Twelve months of contract Award: The City of Miami Beach will provide PROJECTDOX, ELECTRONIC PLAN REVIEW SOFTWARE, FROM AVOLVE SOFTWARE CORPORATION, 12 months to bring the security to the point where the City's Information Technology Department feels it is a safe environment to provide the web access. The Miami Beach Building Department intends to use the product in the interim via a kiosk at the Building Department Lobby in City Hall where the City's Customers will have to come and download their plans and upload comments. While this solution is not the best it will provide for some operational improvements. In the event that PROJECTDOX, ELECTRONIC PLAN REVIEW SOFTWARE, FROM AVOLVE SOFTWARE CORPORATION has not addressed the web security concerns by the end of the 12 month period, PROJECTDOX, ELECTRONIC PLAN REVIEW SOFTWARE, FROM AVS2008V1 Page 28 AVOLVE SOFTWARE CORPORATION will waive maintenance fees until that the security concern has been satisfied pursuant to the City's IT Department. The software has to be owned by the City of Miami Beach and the documents MUST reside behind the City's firewall on servers located at City's site. AVS2008V1 Page 29