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AVOLVE SOFTWARE CORPORATION <br />Software as a Services Agreement <br />This agreement ("Agreement") is made this on the 15th day of November 2022, ("Effective Date") <br />by and between Avolve Software Corporation, a Delaware corporation with offices at 4835 E. <br />Cactus Road, Suite 420, Scottsdale, Arizona 85254, United States of America, ("Avolve" or <br />"Services Provider") and the City of Redlands, a municipal corporation and general law city <br />("Customer"). <br />WHEREAS Avolve offers remotely hosted subscription, software -as -a -service access (on <br />hardware owned or operated on behalf of Avolve by a third party hosting service provider such <br />as Microsoft Corporation) to Avolve's software (collectively, such hosted electronic plan review <br />and project information management, collaboration and review system, including all software <br />applications, application program interfaces, modules, databases, hardware, infrastructure, <br />documentation and system administration, management and monitoring activities that Avolve <br />provides for the software shall be referred to herein as the "Avolve SAAS Solution"); <br />WHEREAS Avolve provides professional services ("Professional Services") to assist customers <br />with among other things, implementation of the Avolve SAAS Solution and training; <br />WHEREAS the Customer desires to purchase use rights for the Avolve SAAS Solution and related <br />Professional Services (the "Initial Purchase") from Avolve and, pay for such purchases either <br />directly or pursuant to an agreement between the Customer and a third -party financing source <br />reasonably acceptable to Avolve (the "Financing Company"); and <br />WHEREAS Avolve and Customer now desire to provide the terms and conditions under which <br />Avolve will provide the Initial Purchase to Customer, as well provide the terms and conditions for <br />the Customer to purchase other Professional Services from Avolve, with or without the assistance <br />of Financing Company or another paying agent; <br />NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises <br />set forth herein, Avolve and Customer agree as follows. <br />SECTION A. — AVOLVE SAAS SOLUTION <br />1. Avolve SAAS Solution. <br />a. Use Rights. Subject to Customer's compliance with all the terms and conditions <br />of this Agreement, Avolve grants to Customer a non-exclusive, non -transferable, <br />non-sublicensable right during the subscription term ("Subscription Term") <br />identified in the Implementation SOW (attached hereto as Exhibit 1 to permit <br />Users to use the Avolve SAAS Solution identified in the Implementation SOW for <br />Customer's internal business operations, solely for the specific Business Unit(s) as <br />further set forth in the Implementation SOW. Should Customer desire to <br />reorganize any such Business Unit, it shall provide Avolve written notice as soon <br />as possible following the determination of reorganization, so that Avolve may <br />Page 1 of 15 <br />L:\ca\Agreements\Avolve Software-FY22-0062.docx <br />