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a✓o�i iP software SECTION C. — GENERAL TERMS AND CONDITIONS 1. Fees. Implementation SOW and Additional Storage Fees. The Implementation SOW includes the AvolveSAAS Solution subscription and/or per use fees, as well as the training and implementation professional services; which, unless set forth otherwise in the Implementation SOW, shall be invoiced by Avolve in full, in advance on the Effective Date. Server Resource fees shall be as set forth document, a copy of which is available from Avolve upon request. Only if approved in writing by the Customer prior to incurring any additional fees, additional storage fees will be invoiced in accordance with the then - current standard Server Resources and data backup practices document. b. OtherSOWs. Any SOWs that Avolve and the Customer may execute from time to time during the Term of this Agreement shall include within them the applicable fees, including whether the fees are being paid by Customer through Financing Company, by Customer through another paying agent, or by Customer directly to Avolve. Unless otherwise specified in the SOW, Professional Services fees will be invoiced as the Professional Services are delivered, Avolve SAAS Solution subscription fees will be invoiced in advance, in full at the time the SOW is executed. General Terms. Unless set forth otherwise in an SOW, payment on all invoiced amounts shall be due thirty (30) days from receipt of invoice, with past due amounts accruing interest atthe rate of the lesser of either 18% per annum or the maximum amount as allowed by law. Avolve will invoice for the Avolve SAAS Solution subscription fees in advance, with the first invoice being issued on the Effective Date of this Agreement. The Customer agrees to pay all invoiced subscription fees net thirty (30) days from receipt of invoice, with past due amounts accruing interest at the rate of the lesser of either 18% per annum or the maximum amount as allowed by law. All fees are due in advance, irrevocable and non- refundable (except as expressly set forth otherwise in this Agreement). Customer agrees to provide Avolve with complete and accurate billing and contact information. 2. Taxes. Fees and other charges described in this Agreement do not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar transaction taxes ("Taxies)") now or hereafter levied, all of which shall be for Customer's account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to Avolve prior to the execution of this Agreement. If Avolve is required to pay Taxes, Customer shall reimburse Avolve for such amounts. 3. Term. Except if terminated earlier in accordance with this Section C(3), this Agreement shall commence on the Effective Date and shall continue for the longer of either (a) the expiration of the Subscription Term for the Avolve SAAS Solution or (b) the completion of all Professional Services under all SOWS. Customer may exercise the 1-year optional ProjectDox subscription pursuant to the terms of Pricing Proposal Quotation #18818887 attached herewith as Schedule D and incorporated herein by reference, or the 1-year PaperlessNOW extension pursuant to the terms of the PaperlessNOW Form of Implementation SOW included herewith, at any time during the term of this Agreement by providing Avolve with a written notice to exercise the ProjectDox option or PaperlessNOW extension executed by the City Manager. Customer acknowledges that it is its responsibility to provide a current email address to Avolve and to monitor such address for such notices. Customer may elect not to renew a Subscription Term by letting the Term expire without written approval of an extension of the Term. 4. Termination. In addition to any termination rights that may be set forth in a specific SOW, either party may terminate this Agreement immediately upon written notice in the event that the other party materially breaches this Agreement and thereafter has failed to cure such material breach (or commenced diligent efforts to cure such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving written notice thereof. Without prejudice to either party's rights to terminate set forth in the prior sentence, if #39664v202092017 Page 10 of 30