Press Alt + R to read the document text or Alt + P to download or print.
This document contains no pages.
05-30-2020 Avon CO_Dude Solutions Software Contract
A-0000000350
CONFIDENTIAL 1 Rev. 12/1/17
SUBSCRIPTION AGREEMENT
This Online Subscription Agreement (this “Agreement”) shall govern Subscriber’s (as defined below) access
and use of the Service (as defined below) provided by Dude Solutions, Inc. (together with its affiliates, successors and
assigns, “DSI”). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE, BY
EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHERWISE ACCESSING AND USING THE
SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. AS A RESULT, PLEASE READ ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT CAREFULLY.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND
ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND
CONDITIONS SET FORTH HEREIN, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
RECITALS
A. WHEREAS, Subscriber is a member of Sourcewell (formerly known as National Joint Powers Alliance)
(“Sourcewell”) under member number #173028;
B. WHEREAS, DSI participated in the competitive bid process in response to Sourcewell RFP #110515 by
submitting a proposal, on which Sourcewell awarded DSI a Sourcewell contract, numbered #110515-SDI
(hereinafter, the “Sourcewell Contract”);
C. WHEREAS, documentation of the Sourcewell competitive bid process, as well as DSI’s contract with and
pricing information for Sourcewell is available at https://www.sourcewell-mn.gov/cooperative-purchasing; and
D. WHEREAS, Subscriber desires to purchase off the Sourcewell Contract to procure a software as a service
subscription to community development software and associated training and implementation services from DSI,
which DSI agrees to deliver pursuant to the Sourcewell Contract and under the terms set for below.
NOW, THEREFORE, it is agreed by and between the parties as follows:
Section 1.0 Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
1.1 “Access Credentials” means any user name, identification number, password, license or security key,
security token, PIN or other security code, method, technology or device used, alone or in combinat ion, to verify an
individual’s identity and authorization to access and use the Service.
1.2 “Account” means Subscriber’s specific account where Subscriber subscribes to access and use Service(s).
1.3 “Account User” means each employee, consultant and contractor of Subscriber that has been granted
Access Credentials.
1.4 “Affiliate” means, with respect to any legal entity, any other legal entity that (i) controls, (ii) is controlled by
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 2 Rev . 03/31/2020
or (iii) is under common control of such legal entity. A legal entity shall be deemed to “control” another legal entity
if it has the power to direct or cause the direction of the management or policies of such legal entity, whether
through the ownership of voting securities, by contract, or otherwise.
1.5 “Annual Fee” means the annual fee invoiced to Subscriber by DSI (or its sales agent) prior to the Initial
Term and each applicable Renewal Term, which is required to be paid in order for Subscriber to be permitted to
access and use the Service and, if Subscriber purchases a Connector Toolkit, the API.
1.6 “API Toolkit” or “API” means DSI’s proprietary application programming interface and any accompanying or
related documentation, software libraries, software tools, published specifications, and other materials, as amended
from time-to-time in DSI’s sole discretion.
1.7 “Beta Services” means DSI Services or functionality that may be made available to Subscriber to try at its
option at no additional charge that is clearly designated as beta, pilot, limited release, early adoption, non-
production, sandbox, evaluation or a similar description.
1.8 “Connector Toolkit” means DSI’s add-on module that (i) enables DSI’s Subscribers to integrate
(import/export) Subscriber Data with the Service in batch-mode or real-time, and (ii) consists of the “Connecter
Tool”, which is a client-side executable program installed locally on Subscriber’s computer, and the API.
1.9 “Confidential Information” means any non-public information and/or materials disclosed in writing or
orally by a party under this Agreement (the “Disclosing Party”) to the other party (the “Receiving Party”), which (i) is
designated in writing as confidential at the time of disclosure, o r (ii) with respect to non-public information disclosed
orally, the Disclosing Party sends the Receiving Party a written notice to Receiving Party within 15 days after oral
disclosure identifying the non-public information that was disclosed as its confidential information, including when,
where, how and to whom such non-public information was disclosed. For avoidance of doubt, DSI’s Confidential
Information shall include the source code, data structure, algorithms and logic of the Applications and
Service. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) is or
becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was
known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to
the Disclosing Party, (iii) is received from a Third Party without breach of any obligation owed to the Disclosing Party,
or (iv) was independently developed by the Receiving Party.
1.10 “Content” means all of the audio and visual information, documents, content, materials, products and/or
software contained in, or made available through, the Service.
1.11 “Community Development Services” means the SmartGov, ATS and ASMi software application(s)
subscribed to by Subscriber pursuant to the Agreement, Documentation or Order Form. For avoidance of doubt,
Community Development Services applies only to Subscriber’s production instance and shall exclude all beta and
early adopter programs, user interface (UI) or user experience (UX) changes, feature or functionality improvements,
and enhancements where a workaround exists in production.
1.12 “Documentation” means the user documentation relating to the Service, including but not limited to
descriptions of the functional, operational and design characteristics of the Service.
1.13 “DSI Data” means all data, information and other content provided by or on behalf of DSI Subscribers to
any of the DSI Services.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 3 Rev . 03/31/2020
1.14 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191) and all
regulations promulgated thereunder (45 C.F.R. §§ 160-164), as amended by Subtitle D of the Health Information
Technology for Economic and Clinical Health Act and all regulations promulgated thereunder, as Title XIII of Division
A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5), as amended
from time to time.
1.15 “Implementation, Training and Support Program” or “ITSP” means DSI’s comprehensive implementation,
training and support program provided to DSI’s Subscribers with respect to the Service.
1.16 “Intellectual Property Rights” means all ideas, concepts, designs, drawings, packages, works of authorship,
processes, methodologies, information, developments, materials, inventions, improvements, software, and all
intellectual property rights worldwide arising under statutory or common law, including without limitation, all (i)
patents and patent applications owned or licensable by a party hereto; (ii) rights associated with works of
authorship, including copyrights, copyright applications, copyright registrations, mask work rights, mask work
applications and mask work registrations; (iii) rights related to protection of trade secrets and Confidential
Information; (iv) trademarks, trade names, service marks and logos; (v) any right analogous to those set forth in
clauses (i) through (iv); and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as and
to the extent applicable) now existing, hereafter filed, issued or acquired.
1.17 “Order Form” means DSI’s ordering document or online order specifying the Services to be provided
hereunder that is entered into between Subscriber and DSI or its Affiliates, including any addenda and supplements.
Entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original
party.
1.18 “Privacy Policy” means the DSI privacy policy, as amended from time-to-time, which can be viewed by
clicking the “Privacy” hypertext link located on www.dudesolutions.com.
1.19 “Service” means DSI’s suite of Software-as-a-Service (SaaS) applications, products and services, as updated,
enhanced or otherwise modified from time-to-time that are ordered by Subscriber on an Order Form or provided
without charge (if applicable) and made available by DSI, including mobile components.
1.20 “Subscriber” means the legal entity identified on the Account.
1.21 “Subscriber Data” means all data, information and other content provided by or on behalf of Subscriber to
the Service, including that which the Account Users input or upload to the Service.
1.22 “Third Party” means a party other than Subscriber or DSI.
Section 2.0 Use of the Service and the API; Proprietary Rights
2.1 Use of the Service and the API.
(a) Service Subscription. Subject to the terms of this Agreement (including, without limitation, the
responsibilities, limitations and restrictions set forth in this Section 2.1 and payment of the Annual Fees required
hereunder), (i) DSI shall permit Subscriber's Account Users to access and use the Service(s) during the Term,
including access and use of all of the Content contained in or made available through the Service(s), (ii) Subscriber
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 4 Rev . 03/31/2020
shall be automatically enrolled in the ITSP (Implementation, Training and Support Program), if applicable, and (iii)
DSI shall use commercially reasonable efforts to make available to Subscriber each of the components described
in the ITSP, when applicable. Subscriber agrees that it shall use the Service(s) solely for internal business purposes,
and access and use of the Service(s) and the ITSP shall be limited to Account Users.
(b) API License. Subject to the terms of this Agreement (including, without limitation, the
responsibilities, limitations and restrictions set forth in this Section 2.1 and payment of the Annual Fees required
hereunder), provided that Subscriber is purchasing the right to use the Connecto r Toolkit, DSI hereby grants to
Subscriber a limited, non-exclusive, non-transferable, revocable license (without the right to sublicense) to use
and make calls to the API solely for the purpose of (i) extracting and transferring Subscriber Data from the Service
to other Third Party applications used by the Subscriber for internal business purposes, and/or (ii) Subscriber's
internal development efforts to develop applications to work in conjunction with the functionality and capabilities
of the Service purchased by Subscriber ("Subscriber Applications"). Subscriber shall have no right to distribute,
license (whether or not through multiple tiers) or otherwise transfer the API to any Third Party or incorporate the
API in any software, product, or technology.
(c) Account Setup. To subscribe to the Service, Subscriber must establish its Account, which may only
be accessed and used by its Account Users. To setup an Account User, Subscriber must provide DSI (and agree to
maintain, promptly update and keep) true, accurate, current and complete information for such Account User. If
Subscriber or any applicable Account User provides any information that is untrue, inaccurate, not current or
incomplete, DSI has the right to immediately suspend or terminate Subscriber's Account and usage of the Service
and the API and refuse any and all future use. Each Account User must establish and maintain personal, non-
transferable Access Credentials, which shall not be shared with, or used by, any other Third Party. Subscriber may
not transfer an Account User's Access Credentials and/or its right to access and use the Service to a different
user. Subscriber shall be solely responsible for any and all activities that occur under its Account, including all acts
and omissions of its Account Users. Subscriber shall notify DSI immediately of any unauthorized use of its Account
and/or any other breach of security of the Service that it suspects or becomes aware of.
(d) Subscriber Responsibilities. Subscriber shall: (i) take appropriate action to ensure that non-
Account Users do not access or use the Service or the API; (ii) ensure that all Account Users comply with all of the
terms and conditions of this Agreement, including the limitations and restrictions set out in Section 2.1(e); (iii) be
solely responsible for the accuracy, integrity, legality, reliability and appropriateness of all Subscriber Data created
by Account Users using the Service; (iv) access and use the Service solely in compliance with the Documentation
and all applicable local, state, federal, and foreign laws, rules, directives and regulations (including those relating
to export, homeland security, anti-terrorism, data protection and privacy); (v) allow e-mail notifications generated
by the Service on behalf of Subscriber's Account Users to be delivered to Subscriber's Account Users; and (vi)
promptly update and upgrade its system as requested or required in order to ensure continued performance and
compatibility with upgrades to the Service and/or API Modifications (as defined in Section 2.1(g)). Subscriber shall
be responsible for any breach of this Agreement by Account Users and any access or Use of the Service by persons
other than Account Users.
(e) Limitations and Restrictions. Subscriber agrees that it shall not, and shall not permit any Third
Party to, directly or indirectly: (i) modify, alter, revise, decompile, disassemble, reverse engineer, create derivative
works or attempt to derive the source code of the Service or the API; (ii) assign, transfer, lease, rent, sublicense,
distribute or otherwise make available the Service or the API, in whole or in part, to any Third Party, including on
a timesharing, software-as-a-service or other similar basis; (iii) share Access Credentials or otherwise allow access
or use the Service or the API to provide any service bureau services or any services on a similar basis; (iv) use the
Service or the API in a way not authorized in writing by DSI or for any unlawful purpose; (v) use the Service or the
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 5 Rev . 03/31/2020
API to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit
material in violation of Third Party privacy rights; (vi) attempt to tamper with, alter, disable, hinder, by-pass,
override, or circumvent any security, reliability, integrity, accounting or other mechanism, restriction or
requirement of the Service or the API; (vii) remove, obscure or alter any copyright, trademark, patent or
proprietary notice affixed or displayed by or in the Service; (viii) perform load tests, network scans, penetration
tests, ethical hacks or any other security auditing procedures on the Service or the API; (ix) interfere with or disrupt
the integrity or performance of the Service, the API or the data contained therein; (x) access or use the Service or
the API in order to replicate applications, products or services offered by DSI and/or otherwise build a competitive
product or service, copy any features, functions or graphics of the Service or the API or monitor the availability
and/or functionality of the Service or the API for any benchmarking or competitive purposes; (xi) under any
circumstances, through a Third Party application, a Subscriber Application or otherwise, repackage or resell the
Service, the API or any DSI data received via the API; (xii) store, manipulate, analyze, reformat, print, and display
the Content for personal use; and (xiii) upload or insert code, scripts, batch files or any other form of scripting or
coding into the Service;.
(f) Additional Service Guidelines. DSI reserves the right to establish or modify general practices and
limits concerning use of the Service. DSI shall provide at least thirty (30) days' prior notice of any such
modification. DSI also reserves the right to block IP addresses originating a Denial of Service (DoS) attack. DSI shall
notify Subscriber should this condition exist and inform Subscriber of its action. Once blocked, an IP address shall
not be able to access the Service or the API and the block may be removed once DSI is satisfied corrective action
has taken place to resolve the issue.
(g) API Modifications. DSI may modify, amend, change, or deprecate all or part of the API in its sole
discretion at any time (an "API Modification"). DSI shall use reasonable efforts to provide notice to Subscriber of
any such API Modifications as soon as reasonably practical. Subscriber acknowledges that an API Modification may
have a material adverse effect on any applications utilizing or relying upon the API (including Sub scriber
Applications), including but not limited to causing such applications not to operate as designed. DSI shall have no
liability of any kind to Subscriber or any user of such applications with respect to such API Modifications or any
adverse effects resulting from such API Modifications.
(h) Controlled API Usage. DSI may limit or suspend Subscriber's usage of or access to the API if, in
DSI's sole discretion, Subscriber or Subscriber's use of the API are adversely affecting the performance or operation
of the API or the Service. DSI shall use reasonable efforts to provide notice to Subscri ber of any such actions as
soon as reasonably practical.
(i) Links to Third Party Websites. To the extent that the Service links to any Third Party website,
application or service, the terms and conditions thereof shall govern Subscriber's rights with respect to such
website, application or service, unless otherwise expressly provided DSI. DSI shall have no obligations or liability
arising from Subscriber's access and use of such linked Third Party websites, applications and services.
(j) Beta Services. From time to time, DSI may make Beta Services available to Subscribers at no
charge. Subscriber may choose to try such Beta Services or not in its sole discretion. Use of the Beta Services is at
Subscriber's sole risk and may contain bugs or errors. Subscriber may discontinue use of the Beta Services at any
time, in its sole discretion. Further, DSI may discontinue any and all Beta Services availability at any time in its sole
discretion without notice. NOTWITHSTANDING THE DISCLAIMER OF WARRANTIES IN SECTION 7.2(b) AND
INDEMNIFICATION IN SECTION 7.3, BETA SERVICES AND DOCUMENTATION, ARE PROVIDED ON AN "AS-IS" AND
"AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 6 Rev . 03/31/2020
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DSI SHALL HAVE NO
INDEMNIFICATIN OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES UNLESS
SUCH EXCLUSION IS UNENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE DSI"S LIABILITY WITH RESPECT TO
THE BETA SERVICES PROVIDED SHALL NOT EXCEED $500.00.
2.2 Proprietary Rights.
(a) Subscriber acknowledges and agrees that (as between Subscriber and DSI) DSI retains all ownership
right, title, and interest in and to the Service, the API, the Documentation and the Content, including without
limitation all corrections, enhancements, improvements to, or derivative works thereof (collectively, "Derivative
Works"), and in all Intellectual Property Rights therein or thereto. To the extent any Derivative Work is developed
by DSI based upon ideas or suggestions submitted by Subscriber to DSI, Subscriber hereby irrevocably assigns all
rights to modify or enhance the Service and/or the API using such ideas or suggestions or joint contributions to DSI,
together with all Intellectual Property Rights related to such Derivative Works. Nothing contained in this Agreement
shall be construed to convey to Subscriber (or to any party claiming through Subscriber) any Intellectual Property
Rights in or to the Service, the API, the Documentation and the Content, other than the rights expressly set forth in
this Agreement.
(b) DSI acknowledges and agrees that (as between Subscriber and DSI) Subscriber retains all ownership
right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein or
thereto. Notwithstanding the foregoing, Subscriber hereby grants DSI and its Affiliates a non-exclusive, royalty-free
license to: (i) access, display, copy, distribute, transmit, publish, disclose and otherwise use all or any portion of the
Subscriber Data to fulfill its obligations under this Agreement. In addition, Subscriber hereby grants DSI a non-
exclusive, royalty-free right to use aggregated and de-identified data generated and/or derived by DSI from the
Subscriber Data (the "De-Identified Data") in order to improve the Services and DSI's performance hereunder to
grow DSI's business, including without limitation, submitting and sublicensing such De-Identified Data to Third
Parties for analytical purposes, provided that DSI shall take commercially reasonable efforts to conduct such de-
identification in a manner that ensures that such De-Identification cannot be traced back to Subscriber.
(c) Subscriber acknowledges the Services may utilize, embed or incorporate Third Party software and/or
tools (each, a "Third-Party Tool") under a license granted to DSI by one or more applicable Third Parties (each, a
"Third-Party Licensor"), which licenses DSI the right to sublicense the use of the Third-Party Tool solely as part of the
Services. Each such sublicense is nonexclusive and solely for Subscriber's internal use and Subscriber shall not further
resell, re-license, or grant any other rights to use such sublicense to any Third Party. Subscriber further
acknowledges that each Third-Party Licensor retains all right, title, and interest to its applicable Third-Party Tool and
all documentation related to such Third-Party Tool. All confidential or proprietary information of each Third-Party
Licensor is Confidential Information of DSI under the terms of this Agreement and shall be protected in accordance
with the terms of Section 8.
Section 3.0 DSI Responsibilities
3.1 Implementation, Training and Support Program (ITSP). During the Term DSI (or its agent,
representative or designee) shall provide and maintain an ITSP program. During the Term, DSI shall, as part of
Subscriber’s Subscription Fees, provide telephone and email support (“Support Services”) during the hours of 8:00 AM
and 6:00 PM EST, Monday through Friday, excluding New Year’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, day after Thanksgiving, Christmas Eve and Christmas Day (“Business Hours”), except Community
Development Services, where Business Hours means 5:00 AM – 5:00 PM PST.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 7 Rev . 03/31/2020
3.2 Professional Services. DSI shall provide and perform professional, technical, consulting and/or other
services (collectively, “Professional Services”) that are mutually agreed upon and described in one or more statements
of work that expressly reference this Agreement. Each statement of work shall be effective, incorporated into and
form a part of this Agreement when duly executed by an authorized representative of each of the parties. Each
statement of work shall (i) describe the fees and payment terms with respect the Professional Services being provided
pursuant to such statement of work, (ii) identify any work product that will be developed pursuant to such statement
of work, and (iii) set forth each party’s respective ownership and proprietary rights with respect to any work product
developed pursuant to such statement of work.
3.3 Service Levels.
(a) DSI shall use commercially reasonable efforts to make the Service available 99.9% for each full
calendar month during the Term, determined on a twenty-four(24) hours a day, seven (7) days a week basis (the
“Service Standard”). Service availability for access and use by Subscriber(s) excludes unavailability when due to: (a)
any access to or use of the Service by Subscriber or any Account User that does not strictly comply with the terms of
the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber’s delay
in performing, or failure to perform, any of its obligations under the Agreement; (c) Subscriber’s or its Account User’s
Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with
Internet service or Non-DSI Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the
Service by DSI pursuant to the terms of the Agreement. “Scheduled Downtime” means, with respect to any
applicable Service, the total amount of time (measured in minutes) during an applicable calendar month when such
Service is unavailable for the majority of Subscribers’ Account Users due to planned Service maintenance. To the
extent reasonably practicable, DSI shall give at least eight (8) hours prior electronic notice of Service maintenance
events and schedule outside the business hours of 6:00 AM to 10:00 PM EST.
(b) DSI shall use reasonable efforts to ensure the availability of the API in accordance with the service
levels described in Section 3.3. Notwithstanding the foregoing, DSI does not guarantee any required uptime,
performance, or integrity of any product, application or service that integrates with and/or otherwise utilizes the API
(including, without limitation, any such product, application or service developed by Subscriber). Moreover, DSI shall
not be liable to Subscriber or any Third Party for the unavailability of the API or the failure of the API to perform in
accordance with its specifications. Subscriber shall not represent to any Third Party any availability or performance
levels with respect to the API.
3.4 Protection of Subscriber Data. DSI shall maintain commercially reasonable administrative, physical,
and technical safeguards for protection of the security, unauthorized access or disclosure of Subscriber Data. In
addition, if Subscriber is a “Covered Entity” under HIPAA, DSI shall be Subscriber’s “Business Associate” under HIPAA,
and any Subscriber Data provided by Subscriber to DSI in their capacities as a Covered Entity and Business Associate,
respectively, DSI and Subscriber shall enter into a Business Associate Agreement (the form of which shall be reasonably
satisfactory to DSI). At all times during the Subscription term and upon written request of Subscriber within thirty (30)
days after the effective date of termination or expiration of this Agreement, Subscriber data shall be available for
Subscriber’s export and download. Following the thirty (30) days after termination or expiration, DSI shall not be
obligated to maintain Subscriber Data and shall delete or destroy what remains in its pos session or control unless
prohibited by law.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 8 Rev . 03/31/2020
Section 4.0 Third Party Interactions
4.1 Relationship to Third Parties. In connection with Subscriber’s use of the Service, Subscriber may: (i)
enter into correspondence with and/or participate in promotions of advertisers or sponsors showing their goods
and/or services through the Service; (ii) purchase goods and/or services, including implementation, customization,
content, forms, schedules, integration and other services; (iii) exchange data, integrate, or interact between
Subscriber’s Account, the Service, the API and a Third Party provider; (iv) be offered additional functionality within the
user interface of the Service through use of the API; and/or (v) be provided content, knowledge, subject matter
expertise in the creation of forms, content and schedules. Any such activity, and any terms, conditions, warranties or
representations associated with such activity, shall be solely between Subscriber and the applicable Third Party. DSI
shall have no liability, obligation or responsibility for any such correspondence, purchase, promotion, data exchange,
integration or interaction between Subscriber and any such Third Party.
4.2 Ownership. Subscriber is the owner of all Third Party content and data loaded into the Subscriber
Account. As the owner, it is Subscriber’s responsibility to make sure it meets its particular needs. DSI shall not
comment, edit or advise Subscriber with respect to such Third Party content and data in any manner.
4.3 No Warranty or Endorsement. DSI does not warrant any Third Party providers or any of their products
or services, whether or not such products or services are designated by DSI as “certified,” “validated,” “premier”
and/or any other designation. DSI does not endorse any sites on the Internet that are linked through the Service. DSI
is providing these links to Subscriber only as a matter of convenience, and in no event shall DSI be responsible for any
content, products, or other materials on or available from such sites. The limitations of liability shall apply to all Third
Party Interactions.
Section 5.0 Annual Fees
5.1 Annual Fees. Subscriber shall, on or before the commencement of the Initial Term of a Service
subscription, pay to DSI the Annual Fee for such Service subscription. Thereafter, DSI shall invoice Subscriber for each
applicable Annual Fee at least sixty (60) days prior to the commencement of the applicable Renewal Term. Subject to
annual appropriation, Subscriber shall pay all Annual Fees not later than sixty (60) days after the receipt of DSI’s
applicable invoice, provided Subscriber provides written notice of renewal in accordance with Section 6.1. Subscriber
is responsible for providing complete and accurate billing and contact information to DSI and notifying DSI of any
changes to such information.
5.2 Automatic Payments. Subscriber shall, upon the written request from DSI, establish and maintain
valid and updated credit card information or a valid ACH auto debit account (in each case, the “Automatic Payment
Method”). Upon establishment of such Automatic Payment Method, DSI (as DSI’s collection agent) is hereby
authorized to charge any applicable Annual Fee using such Automatic Payment Method.
5.3 Renewal Charges. DSI maintains the right to increase Annual Fees and other applicable fees and
charges in connection with each Renewal Term.
5.4 Taxes. DSI’s fees do not include any taxes, levies, duties or similar governmental assessments of any
nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever
(collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If DSI
has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section 5.4, DSI (as DSI’s
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 9 Rev . 03/31/2020
collection agent) shall invoice Subscriber and Subscriber shall pay that amount unless Subscriber provides DSI with a
valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber agrees to indemnify and
hold DSI harmless from any encumbrance, fine, penalty or other expense which DSI may incur as a result of
Subscriber’s failure to pay any Taxes required hereunder. For clarity, DSI is solely responsible for taxes assessable
against DSI based on its income, property and employees.
Section 6.0 Term and Termination
6.1 Term. This Agreement commences on the date Subscriber establishes its Account and continues until
the Service subscription hereunder has expired or have been terminated (the “Term”). The initial term of the Service
subscription shall be set forth on the Order Form (the “Initial Term”). Thereafter, the Service subscription may renew
for successive one-year periods (each, a “Renewal Term”) upon the Subscribers’ written agreement to renew the
Service subscription not less than thirty (30) days prior to the expiration of the then-current Initial or Renewal Term
applicable to the Service subscription. Notwithstanding the foregoing, under no circumstances will the Term exceed
the end of the current Subscriber fiscal year (January 1 – December 31).
6.2 Termination of Agreement for Breach. Either party may terminate this Agreement (including its
Service subscription and Account) prior to the expiration of the Term if the other party commits a material breach of
this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach is given by the
non-breaching party; provided that if the breach involves a failure of Subscriber to pay any of the fees required under
this Agreement, the cure period shall be reduced to ten (10) days. Without limiting the foregoing, in the event of a
breach that gives rise to the right by DSI to terminate this Agreement, DSI may elect, as an interim measure, to suspend
Subscriber’s access and use of the Service, the API (if applicable) and the Account until the breach is cured. DSI’s
exercise of its suspension right shall be without prejudice to DSI’s right to terminate this Agreement upon written
notice to Subscriber.
6.3 Termination for Convenience. Subscriber may terminate this Agreement (including its Service
subscription and Account) at any time for convenience by providing DSI forty-five (45) days’ prior written notice to the
following email address: notice@dudesolutions.com. Upon termination by Subscriber pursuant to this Section 6.3,
Subscriber may request in writing and be granted a refund in accordance with the following: (i) if DSI receives
Subscriber’s written notice of termination within the first sixty (60) days after the commencement of the Initial Term,
DSI shall refund to Subscriber eighty percent (80%) of the Annual Fee prepaid for the Initial Term (the “Initial Year
Subscription Fee”); (ii) if DSI receives Subscriber’s written notice of termination during the Initial Term but after the
first sixty (60) days thereof, DSI shall refund to Subscriber any prepaid Subscription Fees of the Initial Year Subscription
determined based upon the number of full months remaining in the Initial Term (based upon the effective date of
termination). For avoidance of doubt, no refund shall be granted during a Renewal Term or with respect to
Professional Services rendered.
6.4 Effect of Termination. Upon termination of this Agreement, (i) Subscriber’s access and use of the
Service shall automatically cease, and (ii) DSI shall have no obligation to maintain the Subscriber Data or to forward
the Subscriber Data to Subscriber or any Third Party.
6.5 Survival. The following portions of this Agreement shall survive termination of this Agreement and
continue in full force and effect: Sections 2.1(e), 2.2, 6.4, 7, 8 and 9. Termination of this Agreement, or any of the
obligations hereunder, by either party shall be in addition to any other legal or equitable remedies available to such
party, except to the extent that remedies are otherwise limited hereunder.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 10 Rev . 03/31/2020
Section 7.0 Representations, Warranties and Disclaimers
7.1 Representations. Subscriber represents and warrants that: (i) it has full right, title and authority to
enter into this Agreement; and (ii) this Agreement constitutes a legal, valid and binding obligation of Subscriber,
enforceable against it in accordance with its terms.
7.2 Warranties.
(a) DSI represents and warrants that all such Professional Services shall be performed in a professional
and workmanlike manner in accordance with generally accepted industry standards. For any breach of this
warranty, Subscriber's exclusive remedy and DSI's entire liability shall be the re-performance of the applicable
Professional Services.
(b) EXCEPT AS EXPRESSLY STATED HEREIN, THE PARTIES MAKE NO REPRESENTATION, WARRANTY, OR
GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR
COMPLETENESS OF THE SERVICES OR ANY CONTENT. PARTIES DISCLAIM ALL REPRESENTATIONS OR WARRANTIES
THAT: (I) THE USE OF THE SERVICES OR API SHALL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR -FREE OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SERVICES OR
API SHALL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (III) ANY STORED DATA SHALL BE ACCURATE OR
RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICES SHALL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS
OR DEFECTS SHALL BE CORRECTED; (VI) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU
STRICTLY ON AN "AS-IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE PARTIES.
7.3 Indemnification.
(a) Indemnity by DSI. DSI shall defend and indemnify Subscriber from any loss, dam age or expense
(including reasonable attorneys' fees) awarded by a court of competent jurisdiction, or paid in accordance with a
settlement agreement signed by Subscriber, in connection with any Third Party claim (each, a "Claim") alleging
that Subscriber's use of the Service as expressly permitted hereunder infringes upon any United States patent,
copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that
Subscriber (x) promptly gives DSI written notice of the Claim; (y) gives DSI sole control of the defense and
settlement of the Claim; and (z) provides to DSI all reasonable assistance, at DSI's expense. If DSI receives
information about an infringement or misappropriation claim related to the Service , DSI may in its sole discretion
and at no cost to Subscriber: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a
license for Subscriber's continued use of the Service, or (iii) terminate this Agreement (including Subsc riber's
Service subscriptions and Account) upon prior written notice and refund to Subscriber any prepaid Annual Fee
covering the remainder of the term of the terminated Service subscriptions. Notwithstanding the foregoing, DSI
shall have no liability or obligation with respect to any Claim that is based upon or arises out of (A) use of the
Service in combination with any software or hardware not expressly authorized by DSI, (B) any modifications or
configurations made to the Service by Subscriber without the prior written consent of DSI, and/or (C) any action
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 11 Rev . 03/31/2020
taken by Subscriber relating to use of the Service that is not permitted under the terms of this Agreement. This
Section 7.3(a) states Subscriber's exclusive remedy against DSI for any Claim of infringement of misappropriation
of a Third Party's Intellectual Property Rights related to or arising from Subscriber's use of the Service.
(b) RESERVED.
7.4 Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL DSI, IN
THE AGGREGATE, BE LIABLE FOR DAMAGES TO SUBSCRIBER IN EXCESS OF THE AMOUNT OF ANNUAL FEES PAID BY
SUBSCRIBER TO PROVIDER (INCLUDING PAYMENTS TO DSI, AS PROVIDER’S COLLECTION AGENT, FOR USE OF THE
SERVICE) PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE FIRST ACT OR OMISSION
GIVING RISE TO THE LIABILITY. UNDER NO CIRCUMSTANCES SHALL PROVIDER HAVE ANY LIABILITY WITH RESPECT TO
ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS, OR CONSEQUENTIAL, EXEMPLARY,
INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR
PRODUCTS LIABILITY. NOTHING IN THIS SECTION SHALL LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER
SECTION 5.0.
Section 8.0 Confidentiality
8.1 Protection of Confidential Information. To the extent permitted by law, he Receiving Party agrees
that it shall (i) hold the Disclosing Party’s Confidential Information in strict confidence and shall use the same degree
of care in protecting the confidentiality of the Disclosing Party’s Confidential Information that it uses to protect its
own Confidential Information, but in no event less than reasonable care, (ii) not use the Confidential Information of
the Disclosing Party for any purpose not permitted by this Agreement; (iii) not copy any part of the Disclosing Party’s
Confidential Information except as expressly permitted by this Agreement, (iv) limit access to the Confidential
Information of the Disclosing Party to those of its employees, contractors and agents who need such access for
purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party
containing protections no less stringent than those herein.
8.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing
Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such
compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the
Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing
Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing
Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost
of compiling and providing secure access to such Confidential Information.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 12 Rev . 03/31/2020
8.3 Records Requests. To the extent permitted by law, Subscriber shall treat as exempt from treatment
as a public record, and shall not disclose in response to a request made pursuant to any applicable public records law,
any of DSI’s Confidential Information. Upon receiving a request to produce records under any applicable public
records or similar law, Subscriber shall immediately notify DSI and provide such reasonable cooperation as requested
by DSI and permitted by law to oppose production or release of such DSI Confidential Information.
8.4 Remedies. Recipient acknowledges that Disclosing Party would have no adequate remedy at law
should Receiving Party breach its obligations relating to Confidential Information and agrees that Disclosing Party shall
be entitled to enforce its rights by obtaining appropriate equitable relief, including without limitation a temporary
restraining order and an injunction.
Section 9.0 Miscellaneous
9.1 Compliance with Laws. Subscriber will comply with all laws and applicable government rules and
regulations insofar as they apply to Subscriber in its performance of this Agreement’s rights and obligations.
9.2 Acceptance of Privacy Policy. All data and information provided by Subscriber through its use of the
Service is subject to DSI’s privacy policy, as amended from time-to-time, which can be viewed by clicking the “Privacy”
hypertext link located within the Service. By using the Service, Subscriber accepts and agrees to be bound and abide
by such privacy policy.
9.3 RESERVED.
9.4 Relationship of the Parties. DSI is performing pursuant to this Agreement only as an independent
contractor. DSI has the sole obligation to supervise, manage, contract, direct, procure, perform or cause to be
performed its obligations set forth in this Agreement, except as otherwise agreed upon by the parties. Nothing set
forth in this Agreement shall be construed to create the relationship of principal and agent between DSI and
Subscriber. DSI shall not act or attempt to act or represent itself, directly or by implication, as an agent of Subscriber
or its affiliates or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in
the name of, Subscriber or its affiliates.
9.5 Waiver. No failure or delay by either party in enforcing any of its rights under this Agreement shall be
construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a
subsequent matter.
9.6 Assignment. Neither Subscriber nor DSI shall have the right to transfer, assign or sublicense this
Agreement or any of its rights, interests or obligations under this Agreement to any Third Party and any attempt to do
so shall be null and void. Except that DSI shall have the full ability to transfer or assign this Agreement to the surviving
entity in a merger or consolidation or to a purchaser of all or substantially all of its assets without the written consent
of the Subscriber.
9.7 Force Majeure. Subject to the limitations set forth below, neither party shall be held responsible for
any delay or default, including any damages arising therefrom, due to any act of God, act of governmental entity or
military authority, explosion, epidemic casualty, flood, riot or civil disturbance, war, sabotage, unavailability of or
interruption or delay in telecommunications or Third Party services, failure of Third Party software, insurrections, any
general slowdown or inoperability of the Internet (whether from a virus or other cause), or any other similar event
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 13 Rev . 03/31/2020
that is beyond the reasonable control of such party (each, a “Force Majeure Event”). The occurrence of a Force
Majeure Event shall not excuse the performance by a party unless that party promptly notifies the other party of the
Force Majeure Event and promptly uses its best efforts to provide substitute performance or otherwise mitigate the
force majeure condition.
9.8 Notices. Except as otherwise specified in this Agreement, all notices, instructions, requests,
authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by
one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when
actually delivered); (b) by overnight courier (upon written verification of receipt); (c) by certified or registered mail,
return receipt requested (upon verification of receipt); or (d) solely with respect to notices to Subscriber, via electronic
mail to the e-mail address maintained on Subscriber’s Account. All notices to DSI shall be addressed to
notice@dudesolutions.com or Dude Solutions, Inc., Attn: Legal Department, 11000 Regency Parkway, Suite 110, Cary
NC 27518
9.9 Interpretation of Agreement. The Section headings contained in this Agreement are solely for the
purpose of reference, are not part of the agreement of the parties, and shall not affect in any way the meaning or
interpretation of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed
to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
9.10 No Third Party Beneficiaries. No person or entity not a party to the Agreement shall be deemed to be
a third party beneficiary of this Agreement or any provision hereof.
9.11 Severability. The invalidity of any portion of this Agreement shall not invalidate any other portion of
this Agreement and, except for such invalid portion, this Agreement shall remain in full force and effect.
9.12 Entire Agreement. This Agreement, including its exhibit, is the entire agreement between Subscriber
and DSI regarding Subscriber’s use of the Service and supersedes all prior and contemporaneous agreements,
proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver
of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the
modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in any
purchase order or in any other order documentation is void.
9.13 Export Compliance. The Services, other technology DSI may make available, and derivatives thereof
may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that
it is not named on any U.S. government denied-party list. Subscriber shall not permit any Account User to access or
use any Service or Content in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
9.14 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from an employee or agent of the other party in connect with this
Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above
restriction. If Subscriber learns of any violation of the above restriction, Subscriber shall immediately notify DSI.
9.15 Cooperative Use. With Subscriber’s approval, the market research conducted by Subscriber during its
selection process for the Services may be extended for use by other jurisdictions, municipalities, and gover nment
agencies of Subscriber’s state. Any such usage by other entities must be in accordance with ordinance, charter, and/or
procurement rules and regulations of the respective political entity.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 14 Rev . 03/31/2020
9.16 Modifications. DSI may revise the terms of this Agreement from time-to-time and shall post the most
current version of this Agreement on its website. If a revision meaningfully reduces Subscriber’s rights, DSI shall notify
Subscriber.
9.17 Municipal Addendum: This Agreement is subject to the Municipal Addendum attached here to as
Addendum A and made part of this Agreement, the terms of which shall apply and supersede any conflicting term in
the body of this Agreement.
[Remainder of page intentionally left blank; signature page to follow]
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 15 Rev . 03/31/2020
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Town Of Avon Dude Solutions, Inc.
\signature2 {“size”:”small”}\ \signature1 {“size”:”small”}\
Signature
Signature
\Eric Heil”:”small”}\ Karen Waggener”}\
Print Name
Print Name
Town Manager CFO
Title
Title
\date2 {“textsize”:”small”}\ \date1 {“textsize”:”small”}\
Date Signed Date Signed
May 30, 2020
Eric Heil Digitally signed by Eric Heil
DN: cn=Eric Heil, o=Town of Avon,
ou=Town Manager,
email=eric@avon.org, c=US
Date: 2020.05.30 07:04:59 -06'00'
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
6/1/2020 | 6:50:47 AM PDT
A-0000000350
CONFIDENTIAL 16 Rev . 03/31/2020
EXHIBIT A
DSI ORDER FORM AND STATEMENT OF WORK
DSI Order Form and Statement of Work follows on next page and is Exhibit A.
Remainder of page left intentionally blank.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
PREPARED FOR
Town Of Avon
Eric Heil
Town ManagerBox 975Avon, CO 81620
PREPARED BY
Dude Solutions, Inc.
PUBLISHED ON
May 29th, 2020
17
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
This SOW has been defined to leverage DSI's experience, while optimizing the use of resources, thereby
maximizing cost efficiencies on behalf of Client.
Based on our current understanding of the complexity and scope of this effort and the expected involvement of
the DSI team resources, the current estimated Fixed Price for this engagement is shown in the Investment
table. This estimated cost breakdown is as follows:
Pricing is based on population and includes unlimited users
Solutions - Subscription
SmartGov - Enterprise
SmartGov Permitting
SmartGov Code Enforcement
SmartGov Business License
SmartGov Connector Custom
SmartGov Connector ECM-Laserfiche
Subscription Term:6 months
4 months included at no additional cost Subtotal:$2,310.36
Implementation & Services
Custom Connector Configuration
Laserfische Configuration
Fees Configuration (Pages)
Department Types / General Configuration
Map Connector Configuration
Parcel Connector Configuration
Portal Configuration
Onsite Training 2 day Package
Project Management
Subtotal:$32,703.75
18
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
Total Initial Investment $35,014.11 USD
Subscription Pricing includes 21% Sourcewell Member Discount and Implementation & Services Pricing includes
5% Sourcewell Member Discount - (Dude Solutions Member ##110515-SDI)
Initial subscription tern - June 1st, 2020 - December 31st, 2020
Pricing for the First Renewal Term is $13,863.00.
The above level of effort and associated pricing is based on the SMARTGOV package selected by Town Of
Avon and is subject to change based on defined client requirements that may be discovered during project
delivery. Any identified project scope or requirements changes will be addressed via DSI Change Control
Authorization ("CCA") process.
19
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
Introduction
Dude Solutions, Inc. ("DSI") is pleased to submit this Statement of Work ("SOW") to Town Of Avon for SmartGov
Professional Services. SmartGov streamlines permitting, planning/zoning, Inspections, code enforcement, and
business licensing, providing efficiency for your jurisdiction and enhanced customer service for your citizens.
The package Town Of Avon has chosen for implementation of SmartGov will be implemented using proven
processes and methodologies managed by an experienced project manager dedicated to delivering a
successful project.
DSI looks forward to the opportunity to deliver these services and the ever-lasting development of a strong
business partnership.
Definitions
In addition to the terms defined elsewhere in this SOW, the following terms have the following meanings:
"Change Control Authorization"or "CCA" means any request by the client to modify the scope of work,
schedule, or costs will require preparation of a Change Control Authorization ("CCA" or "change order") form
detailing the work to be performed, as well as the associated costs and schedule impact. Additional work will be
performed only after both parties have duly executed the CCA. Scope of work changes will impact the project
schedule which will be updated to reflect such changes upon CCA approval.
"Closing Phase"means the phase that represents the completion of a project where all metrics are finalized,
all deliverables are complete and accepted by client, and all remaining billing/invoicing takes place prior to
project closure and acceptance.
"Deliverable Acceptance Form"means the form that is a standard PMO form used for client to agree to
accept a deliverable as complete and final.
"Escort"means the client provided resource/person to take Dude Solutions, Inc. ("DSI") resources around client
facilities and provide access to restricted areas agreeable between client and DSI as needed.
"Executing Phase"means the phase of the project where deliverables are developed and completed.
"Fixed Price/Fixed Fee/Fixed Price Project"means the project pricing includes all services, tasks, and
expenses associated with the client project.
"Monitoring and Controlling Phase"means the phase for measuring project progression and performance
and ensuring that everything happening aligns with the project management plan.
"Onsite Services Completion"means onsite services have been completed and when necessary, the
Deliverable Acceptance form will be used to document the completion of deliverables provided during the
onsite services visit.
"Orientation Call" or "Project Kick-Off Call"means the call/meeting which begins the project and proper
expectations are set between DSI and the client.
"Output Documents"standard or custom documents generated from SmartGov "e.g. permits, Certificates of
Occupancy, violation letters, business licenses, receipts"
20
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
"Orientation Call Completion"means the Orientation Call or Project Kick-Off Call has been completed and the
project has begun and proper expectations have been set between DSI and the client.
"Professional Services or Services"means professional, technical, consulting and/or other services.
"Project Completion"means the project completion occurs when all deliverables of the project have been
completed and accepted by the client via the Project Completion Acceptance Form.
"Project Completion Acceptance Form"means the form that is a standard PMO form used for client to agree
to accept a project as complete and final.
"Project Management Methodology"means the manner and process used to deliver services projects.
"Project Management Office"or "PMO" means the office that provides the oversight and standardized
processes to consistently deliver projects in a concise, consistent, and standardized manner. The PMO manages
and maintains the processes and standard templates utilized to manage DSI projects.
"SmartGov Modules"means the Permitting Module (permits for all departments), the code Enforcement
Module, the Business Licensing Module, and the Recurring Inspection module.
"Software Component Configuration"means the components within the software have been configured per
client specifications.
"Statement of Work Acceptance"means the signing and accepting of the terms of the Statement of Work
document by client.
"Support Engagement"means the point in the project where implementation services end and product
support begins.
"System Configuration Completion"means the configuration items within the software have been configured
per client specifications.
"System Level Configuration Items"standard configurable items that are applied across departments and
case templates.
"Training Completion"means the onsite or virtual training has been completed and when necessary, the
Deliverable Acceptance form will be used to document the completion of deliverables provided for completion
of the onsite or virtual training services.
"User Acceptance Testing – UAT"means that after the system is configured the client will have an opportunity
to perform user level testing based on client developed test scripts. DSI will correct issues as documented and
presented during this process.
21
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
Project Scope and Approach
Implementation Process Overview
In order to successfully implement the SmartGov application, DSI will work with Town Of Avon to understand
requirements necessary to configure and set up the SmartGov application to streamline processes related to
permitting, planning/zoning, inspections, code enforcement and business licensing for your jurisdiction and
citizens. Once the Town Of Avon has reviewed, and approved these requirements and processes, DSI will
configure and setup the application to support the Town Of Avon's unique business rules.
Following the configuration and modeling work, DSI will train the Town Of Avon's team using its jurisdiction-
specific configuration. After training, DSI will work with Town Of Avon to test the work performed and provide
the necessary updates to successfully implement the solution. The system will then be ready to go live in
production. If the Town Of Avon purchases "Go-Live Support" packages, DSI will provide support for the period
of time defined in the statement of work.
Customer Implementation Engagement Sessions ("CIES")
Client project team representatives and DSI project team representatives will dedicate time to meet in person
or via teleconference to maintain communication and conduct coordination of project activities and tasks.
Deliverables
Dude Solutions will provide the following task deliverables:
• Project Management Meeting Schedule
• Data Migration and Technical Design Meeting Schedule
• Configuration Meeting Schedule
• Meeting notes or recordings for all scheduled meetings
The client will provide the following resources or task deliverables:
• A complete project team roster, including email addresses, phone numbers, and roles / titles
• Necessary communication / information to allow all project schedules to be finalized
• Timely response to task-related emails or phone calls to enable on-time completion of all assignments
• A minimum of 24-hour notice if all minimum required members for any scheduled meeting cannot
attend the meeting. This will allow the meeting coordinator sufficient time to cancel or re-schedule the
meeting as necessary
Assumptions and Constraints
• Initial proposed meeting plans from DSI will reflect the minimum recommended frequency, duration,
participants (by job title or role), topics, and action items to address the full SOW
• Final meeting plan will be approved by the client key sponsor(s)
• Coordination and integration of the PM meeting, data migration, technical design meeting, and
configuration meeting will align with the scope of the project, client organizational structure, and
assigned resources
• The Client will provide dedicated knowledgeable technical resource available for questions
• The Client will provide a dedicated knowledgeable resource for mapping analysis
22
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• The Client will provide read only access and screen shots for various permits/case types to provide
context to DSI data migration specialists
• The Client will provide resources for validation throughout the process
• Client will provide side-by-side data entry for 2 weeks prior to go-live
• Response time for questions is one business day
• DSI may require up to 3 backups of data for each database throughout the process
Planning, Initial Set Up & System Level Configuration
Configuration begins with planning and analysis necessary to establish the overall configuration approach.
After planning, and once the approach is documented and agreed to, DSI will set up the SmartGov
environments to support implementation. DSI implementation specialists begin configuration with system level
items or items that apply generally across all departments and types of configuration items.
Setup of environments to support SmartGov implementation and configuration of core items in each SmartGov
module that are specific to Town Of Avon 's requirements. These core items are defined/configured at the client
level [i.e. these are configurable items that will be standard or shared across all departments and configuration
types].
Deliverables
Dude Solutions will provide the following task deliverables:
• A Configuration Plan document that includes:
• Identified current and future state business processes to be supported by the final product via
the configuration work effort
• Recommended approach to configuration that supports the identified business processes and
activities
• Configuration details for all permit, inspection, license, and code enforcement types to be
configured in SmartGov. All templates required for creating the configuration types will be
created in SmartGov based on requirements gathered in meetings with the client
• SmartGov Environments to support the implementation process including:
• Configuration (Dude Solution access only for configuration)
• Validation (client has access for testing, can be refreshed with configuration copy upon request)
• Training
• Weekly configuration status reports (in PDF format) generated from the client specific configuration
instance of SmartGov. These reports serve as the primary source to demonstrate core configuration
elements, status, and needs
• Jurisdiction configuration, per Configuration Plan, to include as needed:
• Parcel and/or address information management
• Contact information management
• Contractor license information management
• Receipt/transaction information management
• Inspection scheduling information management
• Configurable screen display settings
• User configuration per Configuration Plan, to include as needed:
23
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• Individual User Rights
• Available Departments
• Available Distribution Groups
• Available Inspection Qualifications
• Available Security Groups
• Job configuration per Configuration Plan, to include as needed:
• Default list of available queued jobs
• Queued job parameters
• Administrative & shared configuration rules per Configuration Plan, to include as needed:
• Administrative processing rules where available in the configurable Jurisdiction Values list
• Standard status options for cases, submittal items, workflow steps, step actions, inspection types,
inspection actions, accounts, and intervals
• Standard expiration rules
• Standard online processing rules [for the portal]
• Standard reports available across all case types
Assumptions and Constraints
• The Configuration Plan will be based on information delivered to, or collected by, the DSI
Implementation Specialist within a specified time frame established at the project kick-off
• During the development of the Configuration Plan, the client provides representatives for all
work units with work activity to be supported by the final delivered product
• Client will provide access to the appropriate leaders and/or subject matter experts to ensure meaningful
engagement at all required meetings and to ensure on-time completion of assigned action items
• Client will provide access/links to any public, or private, web sites or operating systems, if needed, to
gather complete business requirements
• The Configuration Plan can meet client requirements and can be fully executed within existing product
design in all modules
• The Configuration instance will be solely owned by the DSI Implementation team and serves as the
primary source for the final delivered product design
• The Validation instance will be sole source used by the client to complete all assigned configuration UAT
tasks
• The Training instance will be used solely by members of the client project team to assist in
understanding SmartGov functionality. It will contain default data sets and serves as a temporary "sand
box" for assigned users.
• The client will designate one person on their project team to serve as the final decision-maker for all
system level configuration elements. These are configured settings that are shared across SmartGov
modules, and/or are settings common to all departments / divisions / users
• When configuration tasks, or related work effort, requires information to be submitted to the DSI
Implementation team in a specific file format or within specified parameters, the client is able to comply
with these stated requirements
24
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• Note: If the client cannot provide information in the DSI standard format, the assigned Project
Manager will determine if a formal Change Request or additional contracted SOW is needed to
provide assistance in developing or converting the information into the desired format
Module Case / Department Types
SmartGov implementation activities include the set up of case templates in one or more of these modules:
Permitting, Licensing, Code Enforcement and Recurring Inspections. These case templates must be used to
create records in SmartGov in each module. Your DSI Implementation Specialist will provide specific
information about the minimum required elements to be configured for the case templates in each module;
these required case template elements do vary by module.
Deliverables
Dude Solutions will provide the following task deliverables:
• Case template baseline elements, per the Configuration Plan, to include as needed:
• Case record reference information
• Template specific expiration, renewal or interval rules
• Template specific default submittal list
• Template specific details (custom attributes) that are required for any of the following:
application intake, workflow step completion, inspection completion, fee calculation, or
mandatory regulatory reporting
• Template specific default workflow steps for Admin, Review, and Final work lists
• Template specific default inspection list
• Template specific list screens such as Bonds, Fixtures, Valuations, Violations, Citations, Lien, or
Items
• Once baseline case template configuration is completed, any expanded configuration beyond baseline
must be discussed during Configuration Meetings with the Implementation Specialist and approved by
the assigned PM. Expanded configuration elements, if approved, may include
• Non-essential custom attributes
• Work step dependencies and due dates
• Step actions and Inspection actions
• Default Parent-Child case linkages
• Workflow cycling feature
• Template specific tab appearance
• Standard note types and note codes
• Standard condition types and conditions
• Standard code references
• Template specific report links
The client will provide the following resources or task deliverables:
• Specific lists of all types of applications, forms, or other documents that describe all services to be
supported by SmartGov at the time of project "Go Live"
• This list should be inclusive of all in-scope departments
• This list should conform to requested formatting and scope instructions, as communicated by
DSI
25
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• A PDF or Word version of all customer-facing documents (forms, letters, cards, etc.) expected to be
generated by SmartGov
• A publicly accessible URL, or electronic copies of reference information, that provide all pertinent state,
county or local regulatory information that are known to impact business operations to be supported by
SmartGov
• A fully approved version of the template validation workbook
• Approval via email or other written correspondence of any other identified forms, as requested by the
Implementation Specialist
Assumptions and Constraints
• The scoped number of department templates for this SOW are 21 types. If the number of department
types identified during the configuration work effort exceed the number of types scoped for this SOW,
the additional types may be introduced into the scope of the project via the DSI CCA process once
signed and approved by the DSI Project Manager and the client Project Manager.
• Case template configuration will be completed within existing product design in each module.
• DSI will configure each application or request type in the SmartGov module that best supports the
associated workflow. The primary goal of configuration of case templates is to optimize SmartGov
capability
• Note: This assumption means that recommended case template configuration may or may not
align with current internal customer naming convention or legacy system design
• The total number of case templates to be configured across all modules will be stated in the
Configuration Plan. This total may vary from the initial sales order, where applicable, if approved by the
DSI Project Manager
• A complete list of case templates to be configured across all modules will be approved by the client key
sponsor, or their delegate, no later than the third Configuration Meeting
• Baseline configuration for case templates identified in the Configuration Plan will be completed before
any expanded template configuration work will be done
• Baseline configuration for case templates listed in the Configuration Plan will support the end-to-end
work steps that correspond to each default SmartGov Process State in the applicable module.
• If case templates or department types are identified during the configuration work effort, that are not
documented in the original Configuration Plan or exceed the number of types scoped for this SOW, the
additional templates or types may be introduced into the scope of the project via the DSI CCA process
once signed and approved by the DSI Project Manager and the client Project Manager.
• Super Admin training will include how to maintain or update case templates
Financial Setup and Fees Pages
Configuration of GL Accounts and Fee Codes as needed to support financial transactions for any business
activity to be supported by SmartGov.
Deliverables
Dude Solutions will provide the following task deliverables:
• A weekly Fee List Report that reflects all configured active fees and their associated GL Accounts
• Configuration of permitting module fee codes necessary to support all configured case templates
26
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• Configuration of Licensing module fee codes necessary to support all configured case templates
• Configuration of Code Enforcement module fee codes necessary to support all configured case
templates
• Configuration of Recurring Inspection module fee codes necessary to support all configured case
templates
• Configuration of other fee codes required to support routine transaction activity including NSF ("Non-
Sufficient Funds") fees, administrative fees, fines, regulated surcharges, convenience fees, and the like
• Configuration of fast track fees, deferred fees, and tax exempt fees within current product design.
• Configuration of the timing during the workflow process that each fee will be assessed and may have
payment applied against the fee within current product design
• Configuration elements as needed to support online [ SmartGov portal] payments
• Setup and definition of Fees Pages
The client will provide the following resources or task deliverables:
• A copy of all current fee schedules for all in-scope departments and business functions
• A current list of GL Accounts
• The last two monthly or quarterly relative financial reports
• A copy of any other operating document that contains pertinent information regarding any assessed
charges, surcharges, potential fines, etc
• Contact information for one or more subject matter experts in the appropriate finance
departments. This is to facilitate efficient information gathering from both operating and finance
departments / divisions
Assumptions and Constraints
• All fee codes will be configured within existing product design
• A GL Account list approved / authorized by the client's finance department is provided to the DSI
Implementation Specialist. This GL Account list will be limited to accounts associated to fee codes to be
configured in SmartGov
• GL Accounts and Fee Codes will be configured with product design parameters
• All configured fee codes will be derived from documented fee schedules or comparable client
documentation provided to the DSI Implementation Specialist. Updated fee schedules or related
documents that are provided after the initial versions may be incorporated into the final configuration if
there is no adverse impact on the project schedule
• Fee codes will be configured to optimize SmartGov capability, and therefore may not be identical to
legacy system fees
• Determination of the specific fee codes to be defaulted within each module case template will be
determined by the designated client project team member
• Validation of case templates will include validation of fee code functionality
• User security rights will address fee code management within current product capability
• Super Admin training will include instructions for maintenance of GL Accounts and configured fee codes
Portal Configuration Setup
Configuration of required elements to enable in-scope functionality associated with the SmartGov online portal,
as stated in the Configuration Plan.
27
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
Deliverables
Dude Solutions will provide the following task deliverables:
• A Portal Validation site to demonstrate and test Portal configuration
• Information regarding Portal set up options
• A Portal set up workbook template
The client will provide the following resources or task deliverables:
• A fully completed and approved Portal Set up workbook
• Any written content to be visible in portal that is not configurable
• Resources to test Portal configuration
Assumptions and Constraints
• The client will be responsible for taking steps to integrate the SmartGov portal into existing online sites
• Online payments will not be enabled without also purchasing the Merchant Services connector
• The client will be able to determine the level of online integration with their business processes, within
existing product design
• Portal configuration will occur along with configuration of module case templates.
• Validation tasks will include distinct tasks to approve Portal set up
• Portal user security will be defined using existing product functionality
• Super Admin training will include information about options for the client to maintain / update portal
configuration
Parcel Connector Setup
The parcel connector is an optional feature that is used to keep the parcel repository in SmartGov up to
date. Parcel data that is typically maintained in a county assessor's system is used as the primary reference for
modules in the SmartGov application. Parcel profile information, such as Parcel Number, Site Addresses,
Current Owner, Legal Description, Section, Township, Range, Quarter, Subdivision, Block, Lot, and
Neighborhood, is accommodated in standard data fields. Additional attribute data may also be stored in our
custom detail area. Additionally, if the associated latitude and longitude data is available, those coordinates can
be added to the parcel record to allow users to geographically locate information on the map.
Deliverables
Dude Solutions will provide the following task deliverables:
• A tested, working parcel connector along with a list of unresolvable errors to be addressed
Assumptions and Constraints
• Parcel Connector required fields supplied
Map (GIS) Connector Setup
The Map (GIS) connector allows for the display and viewing of a geographical map based on parcel data
provided in SmartGov. The Map (GIS) connector will display layers on the SmartGov map based on the clients
current Geo-database.
Deliverables
28
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• Map layers configured and available for display on the SmartGov map
• Parcel layer registered in SmartGov for use with SmartGov popup
• Ability to turn layers on and off
• Training to configure layers going forward
Assumptions and Constraints
• Client will provide GIS Layer information and provide shape files or services to setup and consume GIS
layers
• Layers are required to be hosted on an ESRI server
• Layers must be available via HTTPS
• Server must have valid security certificate
• Layer formats supported:
• Map Services
• Feature Services
• Tiled Services
• Web Map Service (WMS)
Custom Connector Definition and Setup
Client may request the development of a custom connector to integrate with an external system in order to add
or update information in SmartGov. The SmartGov consulting team will gather requirements for the requested
connector to determine the feasibility for integration between the target system as identified by the client and
the ability of SmartGov to integrate and process the relative information. A level of effort will be determined
based on client provided details and will be used as an initial estimate to build and configure the custom
connector. However, DSI reserves the right to reevaluate the level of effort required to complete the
development and configuration of the custom connector upon development, testing, and client feedback. Any
additional level of effort and costs will be managed via the DSI Change Control Authorization process.
Deliverables
• Documented custom connector requirements
• Functioning custom connector based on accepted and approved requirements
Assumptions and Constraints
• Client will review with the consulting team and sign off on the scope of the custom connector
requirements
• Client will test and approve the custom connector once completed and installed
Laserfiche Setup
The Laserfiche connector provide an interface with the jurisdiction's document repository. SmartGov uses the
Laserfiche CMIS compliant APIs to store copies of documents uploaded as attachments to SmartGov
notes. Based on configuration SmartGov can also create notes and added references to documents loaded into
their Laserfiche repository. This connector replaces the use of Amazon S3 as the storage location for
documents.
Deliverables
• Implementation team will activate the external connector to Laserfiche to allow configuration
29
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• Configuration instructions – Implementation engineer can assist
• Scripts to load basic templates into jurisdictions Laserfiche system
• Scripts to load field mappings into SmartGov system for basic templates
Assumptions and Constraints
• At least the Default template must be loaded and configured
• Server must have valid security certificate
• Customer must have subscription with Laserfiche for an in cloud or on premise installation of Laserfiche
and client responsible for acquiring the subscription
• To configure Laserfiche in SmartGov the client must have:
• CMIS Gateway must be installed and publicly available
• Repository ID
• Folder ID where documents from SmartGov will be stored
• Username and password
Standard Reports (70 Reports Included)
DSI will provide the client reports (reports and output documents) that includes 70 standard reports. Normal
modifications to these reports to entail updating client specific information and logos not related to data
output.
• Custom Reports: SmartGov comes with 70 standard reports and output documents. Using tools in
SmartGov, client staff can add the client's logo and modify header and footer information.
Deliverables
• 70 standard reports
Assumption and Constraints
• Modification to standard reports will be related to Client branding and logos
Post Go-Live Support
DSI will provide the client with "Post Go-Live Support" which includes additional training, configuration support,
reporting assistance, transaction based support, and work with the client on basic production related issues or
questions for utilizing the system.
Deliverables
Provide production related post go-live support for 30 days after go-live date.
Assumptions and Constraints
• System configuration and all implementation tasks have been completed and client is using the
SmartGov system in production
30
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
User Acceptance Testing "UAT"
DSI will work with the client to conduct User Acceptance Testing ("UAT") upon the completion of configuration
and development tasks to confirm SmartGov functionality using the client's UAT Test scripts, developed by the
client. The client will execute their test scripts and communicate the results of the test scenario as either pass
or fail. DSI will review the UAT test log for issues and will assign these issues to the appropriate resource for
resolution. DSI will have up to ten (10) days to correct any functional item that fails a test, or provide a mutually
acceptable written explanation of when the failed item will be corrected. In the event a bug is identified, the bug
issue will be assigned to the DSI Engineering Team for assessment. DSI Engineering will then provide an
estimated time frame for resolution. The client has the right to conduct additional UAT Testing for items within
project scope.
Deliverables
DSI will provide the following task deliverables
• SmartGov Validation environment ready for system User Acceptance Testing
• Review any discrepancies found by the client during UAT Testing
• Correct any functional item that fails a test within 10 days, or provide a mutually acceptable written
explanation of when DSI will correct the failed item
• Identified software bugs will be addressed by DSI Engineering for assessment. DSI Engineering will then
provide an estimated time frame for resolution
• Provide tools for documenting UAT test scripts in the UAT testing Plan and issue tracking log as needed,
client may use their own UAT Testing Plan document if available
The client will provide the following resources or task deliverables
• Create a User Acceptance Test Plan with scenario based test scripts to include end-to-end system and
client business process functionality, system workflow, system configuration, data migration, interfaces,
reports, etc
• Execute UAT Testing Plan
• Track and document test results
• Written acceptance of System User Acceptance Testing complete via the DSI Deliverable Acceptance
Form
Assumptions and Constraints
• The client will develop a UAT Test Plan
• The client will provide resources for User Acceptance Testing throughout the process
• The client will track and document test results in a mutually agreed format
• DSI will provide resources to address discrepancies
Upon successful completion of UAT Testing, Client will sign a DSI Deliverable Acceptance form, provided by the
DSI Project Manager, to document their acceptance of UAT Testing and acknowledgement that UAT Testing has
been completed successfully
31
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
Project Management / Engagement Management
The Project Manager's primary goal is to deliver the project within defined constraints through planning,
scheduling, and controlling those activities required to achieve the project's objectives and meet customer
expectations. The Project Manager strives to deliver on schedule, within budget, within scope, and at the
desired performance level.
DSI assigns a professional Project Manager and/or a professional Engagement Manager for every consulting
engagement. DSI's Project Management Office ("PMO") and Project Management Methodology provides Project
Managers with a formal framework that is used in initiating, planning, managing (executing, monitoring, and
controlling), and closing DSI's customer projects. DSI's Project Manager will have the primary responsibility for
coordinating all activities for this SOW including scheduling resources, confirming project activities and that all
project deliverable and defined activities are executed within the scope of this SOW. DSI's Project Manager will
serve as the single point of contact for the project related to this SOW.
DSI's Project Management Methodology provides a defined set of phases and deliverables per Project
Management Institute Best Practices which include a series of planning phase activities, including initial
alignment meetings to prepare for the kickoff meeting to enable all project participants to understand the
project scope, project plan, and objectives. The project kickoff meeting will allow all participants to be
introduced, review and understand the delivery methodology, define team roles and responsibilities, review the
communications and risk management plans, review documentation templates, review the SOW and project
schedule. The Executing phase allows DSI Project Managers to direct and manage project progress through task
execution, distribute project related information per the Communications plan, Quality Assurance per the SOW
guidelines, project team development and coaching, and checkpoint meetings to review project progress during
each work week, and weekly status meetings. The Monitoring and Controlling phase provides the DSI PM with
the toolset to manage the triple constraint triangle of scope, cost, and schedule through integrated change
control, quality assurance, deliverable validation, risk monitoring and control, performance monitoring to plan
and schedule, and initiating corrective action measures. In the Closing phase, the Project Manager will verify
product and deliverable acceptance, perform final financial audits, lessons learned, project archive delivery and
updates, and formal project completion acceptance from the customer.
Project Management activities include:
• Project planning and kickoff meetings
• Project schedule developed per SOW tasks, deliverables, and resource assignments
• Status reporting and status meeting
• Continuously communicating, planning, and scheduling updates
• Schedule and budget monitoring, and scope management
• Risk Management planning to continuously identify, analyze, and mitigate risks
• Action Item and decision tracking, as well as resolving and escalating issues
• Quality Control
• Change control management
• DSI project resource management
• Work product completion and deliverable acceptance management
• Project Completion Acceptance execution
Project Timeline
32
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
DSI anticipates commencing this project on a mutually agreeable start date upon receipt of an executed
SOW acceptance page ("Acceptance") found at the conclusion of this document. Within two weeks of the
Orientation Call, the DSI Project Manager will schedule a mutually agreeable date and time for the project kick-
off meeting. As a deliverable of the kick-off meeting, the DSI Project Manager will develop a project schedule to
be shared with the clients' project manager for review and agreement. As a deliverable of the kick-off meeting,
the DSI Project Manager will develop a project schedule to be shared with the clients' project manager for
review and agreement.
The following generic process will be followed for the implementation of this project. Below is a depiction of the
generic process the DSI Project Manager/Engagement Manager will follow for the implementation, DSI reserves
the right to modify this process to reflect the scope of this project.
Professional Services Invoicing / Billing
Invoicing Terms
DSI will generate project invoices when the above product codes are completed for the value of the product
code as shown in the Investment table.
Travel Expenses
Travel expenses are inclusive in Dude Solutions pricing for your project.
33
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
DSI understands there are extenuating circumstances that require a change in scheduling. DSI will make every
attempt to accommodate cancellation/rescheduling requests on an as-needed basis. Rescheduling requests will
be subject to resource availability and every attempt will be made to meet requested timeframes and timelines,
however, no guarantee can be made for requested dates or times. Client accepts that DSI will reschedule based
upon our resources' next availability that meets the project duration requirement to complete the scope of
work.
Cancellation Policy
Cancellation and Rescheduling requests will be managed per the below policy:
Cancellation/Rescheduling Fees: In the event that the Client requests to reschedule their onsite work date(s),
Client must reschedule 14 days in advance of the scheduled onsite work. Any requests for rescheduling onsite
work within the 14-day window prior to the scheduled onsite date, will require the Client to reimburse DSI the
full cost of any Cancellation Fees and Re-booking Fees incurred.
Definitions:
•Cancellation Fees:Any actual fees incurred by DSI from its travel providers which are the result of the
Client canceling work for scheduled date(s) which are not immediately rescheduled, including, but not
limited to fees charged for airfare, train, rental car, and hotel.
•Re-booking Fees:Any change fees associated with changing travel arrangements to accommodate a
rescheduled date requested by Client including, but not limited to, any difference in reasonable travel
costs (airfare increase, hotel increase, rental car increase) incurred when re-booking for requested
dates.
•Force Majeure:Client will not be held liable for Cancellation or Re-booking Fees incurred by DSI as a
result of an act of God, such as an earthquake, hurricane, tornado, flooding, winter super storm, winter
weather that shuts down a facility, or other natural disaster, or in the case of war, action of foreign
enemies, terrorist activities, labor dispute or strike, government sanction, blockage, embargo, or failure
of electrical service within a facility's power grid.
DSI Project Team Roles and Responsibilities
The roles listed below comprise the DSI team supporting this project. The team brings a wealth of experience
and knowledge that will provide you with the highest caliber of expertise, thought leadership, and project
management.Due to the size and scope of the project, one person may play multiple roles, to be determined by DSI
as appropriate.
•Senior Technical Consultant:The Senior Technical Consultant ("STC") will develop and deploy the
solution and ensure that it meets the business requirements for the project. The STC's goal is to deliver
a responsive system that complies with the functional specification. The STC defines, designs, and
implements the features or products that meet the client's functional expectations.
34
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
•Implementation Specialist:The Implementation Consultants ("IS") primary role is to provide project
implementation support by setting up a client's account, performing system configuration as defined in
the scope of the project, creating/modifying templates as defined in the scope of the project, and
creating or modifying standard or custom reports as defined in the scope of the project or requirements
discovered during requirements gathering sessions.
•Project Manager / Engagement Manager:The Project Manager's ("Project Manager" or "PM") /
Engagement Manager's ("Engagement Manager" or "EM") primary role is to deliver the project within the
project's defined constraints through planning, scheduling, monitoring progress, controlling scope, and
managing client expectations. The PM/EM manages the process to release the correct product on
schedule and within budget.
Project Assumptions and Constraints
DSI has made the following general assumptions in this SOW to derive the estimated cost for this project. It is
the responsibility of Town Of Avon to validate these assumptions and responsibilities before signing the
Acceptance. Deviations from these assumptions may impact DSI's ability to successfully complete the project
and will be addressed via a CCA process, as appropriate. Any changes in scope, schedule, or costs will be
documented via the CCA process, whether there is a cost impact or not. Zero dollar CCA's will be used as
mutual agreement documentation for scope and schedule changes.
Project Assumptions
• Client business stakeholders must be available for onsite visits and working phone conversations.
• DSI resources will be onsite as planned and scheduled.
• Prerequisite data gathering, related to an orientation call or requirements gathering session onsite,
must be completed prior to scheduled onsite or orientation call date in order to maximize onsite
consulting time and resource productivity.
• DSI is not responsible for delays caused by missing data or other configuration information that is
required to be available prior to the onsite visit. Having the requested data and configuration
information available prior to the onsite visit may minimize delays so progress can be made quickly.
• Regarding requested enhancements or new feature development, the request will be fully documented
and delivered to the DSI software engineering team for review for product inclusion, definition,
development, prioritization, and sprint release development and confirmation.
General, Administrative, and Cost
• DSI must be in receipt of this SOW, signed by an authorized Client representative, prior to initiation of
services including orientation calls or onsite visits.
• As applicable, designated deliverables must be approved in writing using the DSI Deliverable Acceptance
form.
35
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• Upon satisfactory completion of project, Client must provide project sign-off using the DSI Project
Completion Acceptance form.
• DSI is not responsible for delays caused by Client, its contractors, or any third party vendors or third
party service providers.
• All project documentation will be prepared in DSI standard format in Microsoft Word, Excel, PowerPoint,
Project, Visio, and/or PDF.
• This document could include technical inaccuracies and/or typographical errors.
•Any request by Town Of Avon to modify the scope of work, schedule, or costs will require preparation
of a CCA form detailing the work to be performed, as well as the associated costs. Additional work will be
performed only after both parties have duly executed the CCA. Scope of work changes will impact the
project schedule which will be updated to reflect such changes upon CCA approval.
• All on-site work will be conducted at Client's physical location. As required, appropriate Client personnel
will be made available either at that location or via alternate means (e.g., conference call) for in-person
meetings, tours, and ad-hoc meetings with appropriate personnel for additional fact finding, data
gathering, and reiteration demos.
Client's Support
• Client will provide the needed input, resources, and documentation to support the tasks contained
herein.
• Client will assign a project manager/leader to coordinate activities, reviews, and the collection of
information in support of this project and to act as a point of contact.
• Client team members will be identified and be part of the decision-making process as it relates to
changes in process, applications, technology, etc.
• Client will provide assistance in the development of functional requirements and will confirm those
requirements meet the project's overall business objective.
• Client business and technical staff must be available for team workshops, requirements gathering, data
gathering, and/or consulting sessions.
• Client will be responsible for scheduling and coordinating all meetings and interviews involving other
teams, departments, jurisdictions, management teams, or other necessary resources required for the
success of this project.
• Client will provide access to resources in a manner consistent with the proposed schedule and provide
suitable designees in the absence of required resources.
• Client will provide adequate working facilities (i.e., desk, computer, telephone, contractor identification,
access badge, parking pass, etc.) for DSI to perform any portion of this project that must be conducted
at Client's facility and access to all applicable software, databases, tools, and systems at their facilities.
• Client will ensure that the consultant(s) are granted access to the facilities and/or systems required to
conduct the necessary work defined in this SOW.
36
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
• Client will provide a knowledgeable Escort for data gathering, requirements gathering, tours, and access
to restricted personnel as necessary.
• A minimum of 24-hour notice if all minimum required members for any scheduled meeting cannot
attend the meeting. This will allow the meeting coordinator sufficient time to cancel or re-schedule the
meeting.
• Advance notice if there is to be any additional incurred travel expenses above and beyond the contract.
DSI will confirm approval of all travel dates and expenses in email from the appropriate project sponsors
prior to being on site.
Client Engagement Responsibilities
The below table demonstrates the anticipated client engagement responsibilities and level of effort
involvement to ensure the success of the project.
Role Time
(% FTE)Responsibilities
Implementation Project Lead 30-40%
•Serve as primary Person of Contact
•Work with Dude PM to plan and schedule client
resources
•Manage the scope of the paid services in SOW
•Coordinate Client staff assignments
•Manage Client activities to meet schedule
commitments
•Mitigate all implementation risks
•Define requirement/layouts of reports
purchased
•Identify requirements for any connectors
purchased
•Sign-off on completion of all implementation
services delivered
Subject Matter Experts (Multiple)40-60%
•Attend Implementation/configuration meetings
•Define and provide input into configuration
•Attend User Acceptance and validation Training
•Validate data and configuration
•Develop UAT Test Scripts
37
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
IT Lead 5-10%
•Manage infrastructure changes to support
SmartGov
•Provide the data to be migrated from systems
•Mitigate any technical issues
•Coordinate technical assignments required to
implement
•SMARTConnectors, including GIS and parcel data
Data Validator / UAT Testing 20-30%
•Validate all data migrated
•Comprehend the data in the prior system and
how it translates to Community Development
•Verify the data that was validated
•Participate in UAT Testing, execute test scripts and
provide feedback
System Administrator 10-15%
•Manage SmartGov Configuration
•Create user accounts
•Handle user access/privileges
•Reset passwords
•Supervise organization information changes
•Regulate system values
•Customize attributes
•Generate ad hoc reports
•Support internal usage of SmartGov
Training Coordinator 10%
•Manage data within SmartGov, specifically:
•Accreditations
•Task lists
•Training Tracks
•Assessments
•Training Items
•Training Location (conference room, off-site,
etc.)
User Case-by-Case
•Participate in SmartGov training
•Participate in UAT Testing, execute Test Scripts
38
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
Change Control Authorization Process
In order to maintain a positive relationship with our clients and to complete all services and deliverables of a
project on a timely basis, all facets of the project must be agreed upon, and any changes to the project must be
requested and evaluated for impacts. Change control is an essential mechanism to monitor and document all
project changes and deviations from the original scope and objectives of the project. All project changes must
be requested via the project CCA process. The basic steps for a change are:
• The client team or DSI team discovers a need to change the project.
• The authorized client project manager or DSI Project Manager is notified and a CCA is initiated.
• The written project change request is reviewed by all necessary parties and either accepted or rejected.
• If rejected, the change request is maintained in the project file for reference purposes.
• If the written change request is accepted, then:
• All necessary signatures are recorded on the change request
• All affected documentation is revised to reflect the change(s)
• Any adjustments to schedule, scope, and/or cost are made to the overall project plan
• Signatures are required for all change requests
• Copies of the official approved and signed CCA are forwarded to the customer project manager and DSI
Project Manager for the documentation archive. DSI will forward a copy to the Project Accounting Team
in the office to update the project information and budget (if necessary).
Change Control Authorizations Process Steps
Step Type Description
1 Request
A request is made for a change to the agreed upon scope baseline. The request
may be internally or externally generated, must be formally written and
communicated to the project manager, and may have been prompted by any
number of reasons or events.
2 Evaluate
The project manager facilitates an evaluation to confirm that the requested
change is in fact a change to the agreed upon scope baseline. If so, the project
manager implements the request as described below.
3 Assess
If the request is in fact a change to the scope baseline, the project manager
assesses the impact on project schedule, budget and work products, using a
similar approach as the original project planning process, utilizing team member
expertise as needed.
39
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
4 Document
The project manager documents the project impact and other critical
information in a CCA form. A summary of the change is recorded in a change
order log. This log is required, and is a very useful tracking tool, and is included
in the project status report.
5 Decide
The change order is presented to the project's governing authority, typically a
steering committee, stakeholder's, or equivalent. In some cases, the project may
have a separate change management board to process change requests. The
governing authority decides whether or not to implement the change, and
obtains approval for any needed additional resources (if it does not itself have
the authority to authorize resource changes).
6 Incorporate
The project manager incorporates changes into the project's scope baseline in
the form of such artifacts as contracts, statements of work, project plans,
requirements and design documents per the approved CCA document.
7 Implement The project team implements the changes.
Project Terms and Conditions
Statement of Work ("SOW") is entered into by and between Dude Solutions, Inc. ("DSI") and Town Of Avon
pursuant to and subject to the project terms and conditions ("Project Terms and Conditions") specified below.
• A SOW must be signed by an authorized representative of and who has full authority to bind Client
before the scheduling and delivery of any software, software support, and the commencement of
Professional Services. In addition, the terms of the DSI Online Subscription Agreement
(http://dudesolutions.com/terms)shall apply with the terms of the SOW taking precedence in the event
of a conflict. Acceptance by electronic signature is considered a valid and legally binding form of receipt.
• Invoicing terms are Net 60. Invoices unpaid by Client after 60 days of the invoice date will bear interest
at the lower of either (a) the rate of 1.5% per month calculated monthly or (b) the highest rate permitted
by applicable law.
• All applicable taxes and freight are the responsibility of Client and will appear on invoices as actual cost.
• All orders are subject to credit approval.
• DSI reserves the right to require that overdue Client accounts be paid to current for all prior DSI
completed projects before a new SOW can be executed.
• SOW must be accepted and signed by Client within 60 days after which DSI reserves the right to adjust
or requote the engagement.
• Employment and Subcontractors. DSI and Client agree that the employees of each may possess
technical abilities that are in great demand and further agree that each party has incurred substantial
expense in recruiting and training such employees and would incur even greater expense if required to
replace any such employee. Therefore, DSI and Client each agree not to recruit or employ, either directly
or indirectly, a present employee of the other during the term of this SOW between them, and for two
(2) years following termination of this SOW. Client further agrees that during the term of this SOW and
for six (6) months following the termination of this SOW, it will not, without DSI's prior written consent,
40
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
engage any subcontractor which DSI utilizes to provide the services contemplated under the SOW
should that be the case.
• Warranties on Services and Work Product:
• DSI warrants that the Services shall be performed in a professional manner and to standards not
less than those generally accepted in the industry. The foregoing Warranty shall not apply to any
portion of a deliverable hereunder (a "Work Product") that has been modified by a party other
than DSI without DSI's prior written approval.
• Client's exclusive remedy and DSI's entire liability shall be the re-performance of the Professional
Services.
•Disclaimer. Except as expressly provided in this SOW, with respect to the services and the work
product, DSI makes and Client receives no other warranties, expressed or implied, and expressly
includes all warranties of merchantability and fitness for a particular purpose.
• Term and Termination:
• The term of this SOW shall be effective and binding, and commence on the date signed by Client
and shall terminate as provided herein or upon written acceptance of the work performed with
final payment received.
•Termination Without Cause.Either party may terminate this SOW for any reason or no reason
by providing the other party with thirty (30) days prior written notice.
•Termination for Breach.Except for a party's breach of its confidentiality obligations under this
SOW, or any other agreement, current, and existing between both parties (which breach shall
give the non-breaching party the right to automatically and immediately terminate this SOW), if
either party is in material breach of this SOW, the non-breaching party may provide a written
notice to the breaching party specifying the nature of the breach. The breaching party shall have
thirty (30) days from receipt of such notice to correct the breach. If the breach is not cured within
such period, the non-breaching party may terminate this SOW by providing the breaching party
with written notice of termination. Consent to extend the thirty (30) day cure period shall not be
withheld unreasonably if the breaching party has commenced cure efforts during such period
and pursues cure of the breach in good faith. Notwithstanding the foregoing, if Client is in breach
of the payment terms of this SOW and does not correct such breach within ten (10) business days
of notice from DSI, DSI may terminate this SOW, and may suspend performance under any other
SOW in progress, pending receipt of payment in full.
•Other Termination.Either party may terminate this SOW immediately upon the occurrence of
any of the following events with respect to the other party: (a) a receiver is appointed for either
party or its material assets; (b) either party becomes insolvent, generally unable to pay its debts
as they become due, or makes an assignment for the benefit of its creditors or seeks relief under
any bankruptcy, insolvency or debtor's relief law; (c) if proceedings are commenced against either
party, under any bankruptcy, insolvency or debtor's relief law, and such proceedings have not
been vacated or set aside within sixty (60) days from the date of commencement thereof; or (d) if
either party is liquidated, dissolved or ceases operations.
•Payment upon Termination.Following a termination for cause by DSI under the above, Client
shall, within ten (10) business days of such termination, pay DSI for all Services properly
performed in accordance with this SOW, through and including the date of termination according
to the fees and rates set forth in the applicable SOW.
41
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 42 Rev. 12/1/17
MUNICIPAL ADDENDUM
ADDENDUM A: MUNICIPAL PROVISIONS.
A.1. Addendum A Controls: In the event the terms and conditions of this Addendum A conflict in whole
or in part with the terms and conditions of the Agreement, the terms and conditions of this Addendum A shall control.
A.2. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit,
or otherwise modify any governmental immunity that may be available by law to Avon, its officials, employees,
contractors, or agents, or any other person acting on behalf of Avon and, in particular, governmental immunity
afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado
Revised Statutes.
A.3. Affirmative Action: DSI will not discriminate against any employee or sub-contractor for employment
because of race, color, religion, sex or national origin. DSI will take affirmative action to ensure applicants are
employed, and employees are treated during employment without regard to their race, color, religion, sex or national
origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship.
A.4. Article X, Section 20/TABOR: The Parties understand and acknowledge that Avon is subject to Article
X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms and requirements of
TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-
fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything
in this Agreement to the contrary, all payment obligations of Avon are expressly dependent and conditioned upon the
continuing availability of funds beyond the term of the Avon’s current fiscal period ending upon the next succeeding
December 31. Financial obligations of Avon payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and
resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement
shall be terminated.
A.5. Employment of or Contracts with Illegal Aliens: DSI shall not knowingly employ or contract with an
illegal alien to perform work under this Agreement. DSI shall not contract with a subcontractor that fails to certify
that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement,
DSI certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who w ill
perform work under the public contract for services and that the contractor will participate in the e-verify program or
department program in order to confirm the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services. The DSI is prohibited from using either the e-
verify program or the department program procedures to undertake pre-employment screening of job applicants
while this Agreement is being performed. If the DSI obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, DSI shall be required to notify the
subcontractor and Avon within three (3) days that DSI has actual knowledge that a subcontractor is employing or
contracting with an illegal alien. DSI shall terminate the subcontract if the subcontractor does not stop employing or
contracting with the illegal alien within three (3) days of receiving the notice regarding DSI’s actual knowledge. DSI
shall not terminate the subcontract if, during such three days, the subcontractor provides information to establish
that the subcontractor has not knowingly employed or contracted with an illegal alien. DSI is required to comply with
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
A-0000000350
CONFIDENTIAL 43 Rev . 03/31/2020
any reasonable request made by the Department of Labor and Employment made in the course of an investigation
undertaken to determine compliance with this provision and applicable state law. If DSI violates this provision, Avon
may terminate this Agreement, and DSI may be liable for actual and/or consequential damages incurred by Avon,
notwithstanding any limitation on such damages provided by such Agreement.
A.6. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision
of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. Avon’s
approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or
benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived
by Avon except in writing.
A.7. Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the
successors, heirs, legal representatives, and assigns.
A.8. No Third-Party Beneficiaries: Nothing contained in this Agreement shall create a contractual
relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub-consultant
or sub-contractor of DSI.
A.9. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted
according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the
appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution
of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in
any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that
ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this
Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the
language of this Agreement shall govern.
A.10. Severability: Invalidation of any of the provisions of this Agreement or any paragraph sentence,
clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any
other provision of this Agreement.
DocuSign Envelope ID: 829481D0-B112-4389-9B8D-FC010841BA03
