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a✓o1e software *See Pricing Proposal Quotations and/or relevant Schedules for details concerning fees. - Pricing Proposal Quotation #18818897 detailing the pricing for the initial 6-month PaperlessNOW subscription is attached hereto as Schedule C and incorporated herein by reference. -Pricing Proposal Quotation #18818887 detailing the pricing for an optional 1-year ProjectDox subscription is attached hereto as Schedule D and incorporated herein by reference. Customer may exercise the 1-year optional ProjectDox subscription at any time during the term of this Agreement by providing Avolve with a written notice to exercise the ProjectDox option executed by the City Manager. - Although SHI provided the Pricing Proposal Quotations, SHI is not a party to this Agreement. - Fees do not include applicable sales, withholdings or value-added taxes. All fees are in United States Dollars. Authorized Business Unit(s): Santa Ana, CA Initial Maintenance Term (if applicable): N/A Initial Hosting services Term (if applicable): 6 Months, calculated from production server install date ("Go Live Date"); Customer has option to exercise 1-year ProjectDox subscription or 1-year PaperlessNOW extension at any time during the term of this Agreement. License Term (if applicable): 6-month Subscription commencing on "Go Live Date"; Customer has option to exercise 1- year ProjectDox subscription or 1-year PaperlessNOW extension at any time during the term of this Agreement. ProjectDox PaperlessNOW Project Definition: A ProjectDox PaperlessNOW Project is the mechanism to organize, track and collaborate on an application's plan review using a permit number from the designated permitting system. Project Tracking: Avolve and Santa Ana will track the number of projects towards their allocated allotment (300 for the initial 6-month PaperlessNOW subscription. Should Customer exceed the allotted project total of 300 during the initial six month term, Avolve will charge an additional $43/project through the six month term. Regarding the optional 1- year PaperlessNOW additional 1-year extension, the Customer will have included in the initial fee an additional 465 projects. The Customer may also at any time purchase an additional option to increase the project limit to 800 projects for the one year extension period. Projects are counted by the total number of Projects created during said month. This process of Project creation is controlled by designated, authorized users at the jurisdiction. Pro -Rated Credit: Customer shall have the ability to transition from PaperlessNOW to ProjectDox at any time during the agreement. Avolve will provide the Customer a pro -rated credit of the Subscription Fees only by applying the unused portion of the PaperlessNOW 6-month or annual Subscription Fee, toward the purchase of the ProjectDox SaaS system. Should Customer elect to convert to ProjectDox, this credit will be the only credit issued. Customer is not entitled to any refund or credit for the other fees paid hereunder. Payment Method: EFT "Go Live Date" is defined as the date that the Software is first made available by Avolve to the Customer to release and use in a live, production mode. 939ee4v202002017 Page 2 of 30