HomeMy WebLinkAboutresolution.council.167-23RESOLUTION 4167
(Series of 2023)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND AVOCETTE TECHNOLOGIES INC, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF
ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a proposed
contract between the City of Aspen and Avocette Technologies Inc, a true and
accurate copy of which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that a Contract
For support, enhancements, fixes, upgrades, and migrations of the Salesforce
system between the City of Aspen and Avocette Technologies Inc., a copy of
which is attached hereto, and incorporated herein, and does hereby authorize the
City Manager to execute a final contract on behalf of the City of Aspen in
substantially the form attached hereto, subject to the approval of the City Manager
and the City Attorney.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 12' day of December 2023.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, December 12, 2023.
Nicole Henning, City Clerk
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CITY OF ASPEN STANDARD FORM OF AGREEMENT l I T F r
PROFESSIONAL SERVICES
City of Aspen Contract No.: 2023416
AGREEMENT made this 28t" day of November, in the year 2023.
BETWEEN the City:
The City of Aspen
c/o Sara Ott
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5079
And the Professional:
Avocette Technologies Inc.
c/o Roshan Fahimi
Director, Product Integration
1188 W Georgia St #1050, Vancouver, BC
�6E 4A2
Phone: 604.395.6000
Email: Avocette Finance
Finance@avocette.com
For the Following Project:
Contract Amount:
Total: $85,500.00 ($150 per hour),
with the option to renew ongoing support
annually for 3 additional (1) year
extensions.
If this Agreement requires the City to pay
an amount of money in excess of
$85,500.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: December 12, 2023
Resolution No.: ## 167
esforce ongoing support, update management, and custom configuration to meet City
uirements.
Exhibits appended and made a part of this Agreement:
Exhibit A: Avocette Service Plus Contract
Exhibit B: Fee Schedule
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The City and Professional agree as set forth below.
l . Scope of Work. Professional shall perform in a competent and professional manner the Scope
of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein.
2. Completion. Professional shall commence Work immediately upon receipt of a written Notice
to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner.
The parties anticipate that all Work pursuant to this Agreement shall be completed no later than
December 31, 2024. Upon request of the City, Professional shall submit, for the City's approval, a
schedule for the performance of Professional's services which shall be adjusted as required as the
project proceeds, and which shall include allowances for periods of time required by the City's project
engineer for review and approval of submissions and for approvals of authorities having jurisdiction
over the project. This schedule, when approved by the City, shall not, except for reasonable cause, be
exceeded by the Professional.
3. Payment. In consideration of the work performed, City shall pay Professional on a time and
expense basis for all work performed. The hourly rates for work performed by Professional shall not
exceed those hourly rates set forth at Exhibit B appended hereto. Except as otherwise mutually agreed
to by the parties the payments made to Professional shall not initially exceed the amount set forth
above. Professional shall submit, in timely fashion, invoices for work performed. The City shall
review such invoices and, if they are considered incorrect or untimely, the City shall review the matter
with Professional within ten days from receipt of the Professional's bill.
4. Non -Assignability. Both parties recognize that this Agreement is one for personal services
and cannot be transferred, assigned, or sublet by either party without prior written consent of the other.
Sub -Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or
obligations under this Agreement. Professional shall be and remain solely responsible to the City for
the acts, errors, omissions or neglect of any subcontractors' officers, agents and employees, each of
whom shall, for this purpose be deemed to be an agent or employee of the Professional to the extent
of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due
which may be due to any sub -contractor.
5. Termination of Procurement. The sale contemplated by this Agreement may be
canceled by the City prior to acceptance by the City whenever for any reason and in its sole
discretion the City shall determine that such cancellation is in its best interests and convenience.
6. Termination of Professional Services. The Professional or the City may terminate the
Professional Services component of this Agreement, without specifying the reason therefor, by
giving notice, in writing, addressed to the other party, specifying the effective date of the termination.
o fees shall be earned after the effective date of the termination. Upon any termi
Nnation, all finished
or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or
other material prepared by the Professional pursuant to this Agreement shall become the property of
the City. Notwithstanding the above, Professional shall not be relieved of any liability to the City for
damages sustained by the City by virtue of any breach of this Agreement by the Professional, and
the City may withhold any payments to the Professional for the purposes of set-off until such time
as the exact amount of damages due the City from the Professional may be determined.
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7. Independent Contractor Status. It is expressly acknowledged and understood by the parties
that nothing contained in this agreement shall result in, or be construed as establishing an employment
relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to
use his or her best efforts to provide the said services on behalf of the City. No agent, employee, or
servant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City.
City is interested only in the results obtained under this contract. The manner and means of
conducting the work are under the sole control of Professional. None of the benefits provided by City
to its employees including, but not limited to, workers' compensation insurance and unemployment
insurance, are available from City to the employees, agents or servants of Professional. Professional
shall be solely and entirely responsible for its acts and for the acts of Professional's agents, employees,
servants and subcontractors during the performance of this contract. Professional shall indemnify
City against all liability and loss in connection with, and shall assume full responsibility for payment
of all federal, state and local taxes or contributions imposed or required under unemployment
insurance, social security and income tax law, with respect to Professional and/or Professional's
employees engaged in the performance of the services agreed to herein.
8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on
account of injury, loss, or damage, including without limitation claims arising from bodily injury,
personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind
whatsoever, which arise out of or are in any manner connected with this contract, to the extent and
For an amount represented by the degree or percentage such injury, loss, or damage is caused in whole
or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error,
professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the
Professional, or any officer, employee, representative, or agent of the Professional or of any
subcontractor of the Professional, or which arises out of any workmen's compensation claim of any
employee of the Professional or of any employee of any subcontractor of the Professional. The
Professional agrees to investigate, handle, respond to, and to provide defense for and defend against,
any such liability, claims or demands at the sole expense of the Professional, or at the option of the
City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in
connection with, any such liability, claims, or demands. If it is determined by the final judgment of a
court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the
act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the
Professional for the portion of the judgment attributable to such act, omission, or other fault of the
City, its officers, or employees.
9. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policies
of insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition
to any other insurance requirements imposed by this contract or by law. The Professional shall
not be relieved of any liability, claims, demands, or other obligations assumed pursuant to
Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its
failure to procure or maintain insurance in sufficient amounts, duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the
Professional to procure and maintain, the minimum insurance coverages listed below. Such
coverages shall be procured and maintained with forms and insurance acceptable to the City.
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All coverages shall be continuously maintained to cover all liability, claims, demands, and
other obligations assumed by the Professional pursuant to Section 8 above. In the case of any
claims -made policy, the necessary retroactive dates and extended reporting periods shall be
procured to maintain such continuous coverage.
(i) Worker's Compensation insurance to cover obligations imposed by applicable
laws for any employee engaged in the performance of work under this contract, and
Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS
($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00)
disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each
employee. Evidence of qualified self -insured status may be substituted for the
Worker's Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE
MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to
all premises and operations. The policy shall include coverage for bodily injury, broad
form property damage (including completed operations), personal injury (including
coverage for contractual and employee acts), blanket contractual, independent
contractors, products, and completed operations. The policy shall include coverage
for explosion, collapse, and underground hazards. The policy shall contain a
severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1, 000, 000.00) aggregate with respect to each Professional's owned, hired and non -
owned vehicles assigned to or used in performance of the Scope of Work. The policy
shall contain a severability of interests provision. If the Professional has no owned
automobiles, the requirements of this Section shall be met by each employee of the
Professional providing services to the City under this contract.
(iv) Pf°ofessional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Professional. No additional insured endorsement to the policy
required above shall contain any exclusion for bodily injury or property damage arising from
completed operations. The Professional shall be solely responsible for any deductible losses
under any policy required above.
(d) The certificate of insurance provided to the City shall be completed by the Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and
minimum limits are in full force and effect, and shall be reviewed and approved by the City
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prior to commencement of the contract. No other form of certificate shall be used. The certifi-
cate shall identify this contract and shall provide that the coverages afforded under the policies
shall not be canceled, terminated or materially changed until at least thirty (30) days prior
written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of
contract upon which City may immediately terminate this contract, or at its discretion City
may procure or renew any such policy or any extended reporting period thereto and may pay
any and all premiums in connection therewith, and all monies so paid by City shall be repaid
by Professional to City upon demand, or City may offset the cost of the premiums against
monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or
intend to waive by any provision of this contract, the monetary limitations (presently
$350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq.,
C.R.S., as from time to time amended, or otherwise available to City, its officers, or its
employees.
10. Cityy's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Professional for inspection during normal business
hours. City makes no representations whatsoever with respect to specific coverages offered by
CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and there are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not
expressly incorporated in this writing.
12. Notice. Any written notices as called for herein may be hand delivered or mailed by certified
snail return receipt requested to the respective persons and/or addresses listed above.
13. Non -Discrimination. No discrimination because of race, color, creed, sex, marital status,
affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion
shall be made in the employment of persons to perform services under this contract. Professional
agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-
discrimination in employment.
Any business that enters into a contract for goods or services with the City of Aspen or any of its
boards, agencies, or departments shall:
(a) Implement an employment nondiscrimination policy prohibiting discrimination in
hiring, discharging, promoting or demoting, matters of compensation, or any other
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employment -related decision or benefit on account of actual or perceived race,
color, religion, national origin, gender, physical or mental disability, age, military
status, sexual orientation, gender identity, gender expression, or marital or
familial status.
(b) Not discriminate in the performance of the contract on account of actual or
perceived race, color, reon, national origin, gender, physical or mental
disability, age, military status, sexual orientation, gender identity, gender
expression, or marital or familial status.
(c) Incorporate the foregoing provisions in all subcontracts hereunder.
14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition
of this Agreement can be waived except by the written consent of the City, and forbearance or
indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,
or condition to be performed by Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition, the City shall be entitled to involve
any remedy available to it under this Agreement or by law despite any such forbearance or indulgence.
15. Execution of Agreement b,�ty_. This Agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding
anything to the contrary contained herein, this Agreement shall not be binding upon the City unless
duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence)
following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a
duly authorized official in his absence) to execute the same.
17. Warranties AgLainst Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(a) Professional warrants that no person or selling agency has been employed or retained
to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Professional for the purpose
of securing business.
(b) Professional agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(c) Professional represents that no official, officer, employee or representative of the
City during the term of this Agreement has or one (1) year thereafter shall have any interest,
direct or indirect, in this Agreement or the proceeds thereof, except those that may have
been disclosed at the time City Council approved the execution of this Agreement.
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Cl) In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right
to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Professional, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Professional; and
4. Recover such value from the offending parties.
18. Fund. Availability. Financial. obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. General Terms.
(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived,
superseded or extended except by appropriate written instrument fully executed by the parties.
(b) If any of the provisions of this Agreement shall be held invalid, illegal. or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other
provision.
(c) The parties acknowledge and. understand that there are no conditions or limitations to
this understanding except those as contained herein at the time of the execution hereof and
that after execution no alteration, change or modification shall be made except upon a writing
signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from time
to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado.
20. Electronic Signatures and Electronic Records This Agreement and any amendments hereto
may be executed in several counterparts, each of which shall be deemed an original, and. all of
which together shall constitute one agreement binding on the Parties, notwithstanding the possible
event that all Parties may not have signed the same counterpart. Furthermore, each Party consents
to the use of electronic signatures by either Party. The Scope of Work, and any other documents
requiring a signature hereunder, may be signed electronically in the manner agreed to by the
Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely
because it is in electronic form or because an electronic record was used in its formation. The
Parties agree not to object to the admissibility of the Agreement in the form of an electronic
record, or a paper copy of an electronic documents, or a paper copy of a document bearing an
electronic signature, on the grounds that it is an electronic record or electronic signature or that it
is not in its original form or is not an original.
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21. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the
benefit of and be binding upon the City and the Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
22. Third Parties. This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties, except to parties to whom Professional or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Professional
because of any breach hereof or because of any of the terms, covenants, agreements or conditions
herein contained.
23. Attorney s Fees. In the event that legal action is necessary to enforce any of the provisions
of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees.
24. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual
efforts of the parties hereto and the parties agree that no construction shall be made or presumption
shall arise for or against either party based on any alleged unequal status of the parties in the
negotiation, review or drafting of the Agreement.
25. Certification Regarding Debarment, Suspension, Ineli ig bility, and Voluntary Exclusion.
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any transaction with a Federal or State department or agency. It further certifies
that prior to submitting its Bid that it did include this clause without modification in all lower tier
transactions, solicitations, proposals, contracts and subcontracts. In the event that Professional or
any lower tier participant was unable to certify to the statement, an explanation was attached to
the Bid and was determined by the City to be satisfactory to the City.
26. Integration and Modification. This written Agreement along with all Contract Documents
shall constitute the contract between the parties and supersedes or incorporates any prior written
and oral agreements of the parties. In addition, Professional understands that no City official or
employee, other than the Mayor and City Council acting as a body at a council meeting, has
authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the
City. Any such Agreement or modification to this Agreement must be in writing and be executed
by the parties hereto.
27. Authorized Representative. The undersigned representative of Professional, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Professional for the purposes of executing this Agreement and that he/she has
full and complete authority to enter into this Agreement for the terms and conditions specified
herein.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
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CITY OF ASPEN COLORADO,
DocdSIgned by;
"wi
�Si na ure
By:
Title:
Sara G. Ott
[Name]
City Manager
12/13/2023 6:32:10 PM PST
Date:
Approve as to Form:
City Attorney
Agreement Professional Services
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PROFESSIONAL:
by:
[Signature]
Roshan Fahimi
By:
[Name]
Title: Product Integration Acting Director
Date: 11/28/2023 � 4:22:17 PM MST
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EXHIBIT A PROFESSIONAL SERVICES AGREEMENT
Operational Support Services Contract
1. Services dates: January 1, 2024, through December 31, 2024. Option to renew ongoing
support annually for 3 additional (1) year extensions.
2. This exhibit contains the Avocette Technologies Inc. Aspen ServicePlus-2024. As such, it
embodies the work to be completed by Avocette and its partner Clariti under this agreement.
This Operational Support Services Contract does not preclude the development of more
detailed work plans or mutually agreed upon minor alterations to this Operational Support
Services Contract as the project proceeds.
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Wo c e+ e
TEC;HNULOGY TOGETI-ILR
ServicePlus
Operational Support Services Contract
Deliver to:
City of Aspen
Attn: Sara Ott
Phone: 970.920.5079
Response Contact:
Roshan Fahimi
Avocette Technologies Inc.
Phone: 778.900.5320
E-mail: Roshan.Fahimi@avocette.com
i
�i
Avocette Head Office: 1050 —1188 W Georgia Street, Vancouver, BC, V6E 4A2
Phone: (604) 395-6000
Fax: (604) 395-6004
Toll Free. 1-866-285-8885
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ServicePlus Support Services Agreement
ServicePlus Vendor Services Agreement
Between Avocette Technologies Inc. (the VENDOR)
at the following address:
1050 — 1188 W. Georgia Street
Vancouver, BC
V6E 4A2
Phone: (604) 395-6000
Phone Toll Free: 1-86&285-8885
City of Aspen (the CLIENT)
at the following address:
427 Rio Grande Place
Aspen, Colorado 81611
Phone: 970.920.5079
Avocet e
CLIENT AND THE VENDOR AGREE TO THE TERMS OF THIS DOCUMENT AND IN THE SCHEDULE OUTLINE BELOW.
SCHEDULE A —SERVICES:
ServicePlus As and When Service
Provide support and consulting services in support of the CLIENT'S Software system,
As Per Attached Schedule A.
Services Term:
Services Start:
Services End:
CLIENT'S Software System:
Maximum Service Hours per Year:
Hourly Rate 15t Year:
Total Services Amount 1St Year:
1 year
January 1, 2024
December 31, 2024
Clariti
up to 570 hours
$150/hour
$85,500.00
READ "TERMS OF CONTRACT" ON THE FOLLOWING PAGES
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ServicePlus Support Services Agreement
AvDce- 1 e
TERMS OF CONTRACT
VENDOR'S OBLIGATIONS
1. The VENDOR will:
a) notwithstanding the date of execution and delivery of this agreement, provide the services (The "Services") during the term
(The "Term") at the contract price established in Schedule "A" in accordance with this agreement;
b) supply all labour resources necessary to provide the Service outlined in Schedule "A";
c) upon request of CLIENT, fully inform CLIENT of the work done by the VENDOR nominee in connection with the provision of
the Services and permit CLIENT at all reasonable times to inspect, review and copy all accounting records, findings, data,
specifications, drawings, working papers, reports, documents and material (collectively called the "Material) whether
complete or otherwise that have been produced received or acquired by the VENDOR nominee as a result of this agreement;
d) ensure that the VENDOR complies with the CLIENT's request that all time spent must be detailed in the ServicePlus IT Service
Management System along with a descriptor of the work carried out on a daily basis,
e) comply with all applicable municipal, provincial/State and federal laws;
f) at all times maintain a standard of care, skill and diligence in performance of the Services exercised and observed by persons
engaged in the provision of services similar to the Services;
g) at all times treat as confidential all information or material supplied to or obtained by the VENDOR and its nominees as a
result of this agreement and will not permit the publication, release or disclosure of the same without the prior written
consent of CLIENT;
h) bean independent Contractor and not be the servant, employee or agent of CLIENT;
i) ensure that all persons employed by it in connection with the provision of the Services are competent to perform them,
adequately trained, fully instructed and supervised;
j) ensure that all personnel hired by the VENDOR to provide the Services will be the employees or subcontractors of the
VENDOR and not of CLIENT.
CLIENT OBLIGATIONS
2. CLIENT will:
a) make available to the VENDOR all available information considered by CLIENT to be pertinent to the Services;
b) make available to the VENDOR such staff and subject matter experts for consultation as required to ensure the
VENDOR can meet their obligation to the CLIENT;
c) ensure that the CLIENT point -of -contact is available to review and approve the completion of incident resolution
in a timely manner;
d) ensure that the CLIENT Contract Manager is available to approve such Service Requests as may be necessary for
the VENDOR to fulfill its obligations under the contract;
e) ensure that staff are available to review and approve Service Requests in a timely manner;
THE CONTRACT PRICE and PAYMENT TERMS
3. Contract Price and Payment Terms
a) Subject to the terms of this agreement the VENDOR will invoice the CLIENT for approved services as outlined in
Schedule "A" on a monthly basis. Fees will be calculated on the "Additional Hourly Service Request rate" on an
hourly basis as outlined in Schedule "A". Additional Hourly Service Request fees will be calculated and invoiced
monthly;
b) All pricing is in the currency of the CLIENT;
c) Preapproved expenses for travel and living if required will be invoiced at cost;
d) All invoices are payable net 30 days.
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TERMINATION
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the event of a substantial failure of a party to comply with the provisions of this agreement, it may be terminated by the
other party on ten (10) days written notice.
5. CLIENT may, in its sole discretion, terminate this agreement on 30 days written notice and the payment of funds for all work
performed up to and including the termination date, will discharge CLIENT of all its liability to the VENDOR under this
agreement.
6. Where this agreement is terminated before 100% completion of the Services, CLIENT will pay to the VENDOR that portion
of the Contract Price which is equal to the portion of the Services completed.
NON HIRE
7. Agree that during the term of this Agreement, and for the non solicitation period of six months thereafter, CLIENT shall not,
without the prior written consent of VENDOR, induce or attempt to influence, directly or indirectly, an employee or
subcontractor of VENDOR to leave the employ of VENDOR;
GENERAL
8. This agreement will be governed and construed in accordance with the laws of the Province of British Columbia.
9. Time will be of the essence of this agreement.
10. Any notice required to be given hereunder will be delivered by hand or mailed by prepaid registered mail to the address on
this agreement or at such other address as either party may from time to time designate by notice in writing to the other,
and any such notice mailed will be deemed to be received 48 hours after mailing.
11. This agreement will be binding upon CLIENT and its assigns and the VENDOR, its successors and permitted assigns.
12. A waiver of any provision or breach by the VENDOR of this agreement will be effective only if it is in writing and signed by
CLIENT and will not be deemed to be a waiver of any subsequent breach of the same or any other provision of this
agreement.
13. All materials provided to the VENDOR are to be treated confidentially.
14. The copyright for independent work produced prior to the start of this project and brought into this project remains
exclusively the copyright of the producing party, all other copyright in the Material will belong to CLIENT.
15. The Schedules form an integral part of this agreement.
16. No amendment or modification to this agreement will become effective unless the same will have been reduced to writing
and duly executed by the parties hereto.
17. This agreement, and any amendment made pursuant to Section 18, constitute the entire agreement between the parties.
18. Sections 1 (c), and (g) of this Agreement will notwithstanding the expiration or earlier determination of the Term, remain
and continue in full force and effect.
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Schedule "A" — As and When"
1 ServicePlus As and When Service
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Avocette's ServicePlus As and When service provides defined on -going support services aimed at
maintaining a stable Accela environment.
ServicePlus As and When Service Desl< hours: 9:00 - 17:00 PST Monday to Friday exclusive of Canadian
Statutory Holidays
Resolution will be on areasonable-efforts basis dependent on Avocette resource availability.
1.1 Service Delivery Meetings (optional for ServicePlus As and When Services)
Service delivery meetings are a I<ey means of communication between CLIENT and Avocette. It is a
forum to discuss the performance, the accomplishments, the challenges, and to have open honest
dialog about the service delivery and relationship. It also allows potential risks to be discussed and
addressed proactively.
The following service delivery meetings are optional under As and When service but Avocette
recommends that they be conducted:
• Weekly or Bi-Monthly Prioritization meeting to review and rank incidents and service requests
in priority.
• Annual Service Delivery review meeting to review the previous year and determine what
adjustments are required for the next year.
• Number of hours of services are reviewed and status are reviewed in these meetings.
• Detailed Hours per service request or ticket are delivered in monthly invoice.
• Planning for any upcoming requirements.
Attendees will include at least:
• Avocette Service Delivery Manager
• CLIENT Contract Manager
• Note: Actual time spent conducting and documenting service delivery meetings will be charged
at the contract rate.
• Note: Avocette meetings will occur via conference call unless otherwise requested.
1.2 ServicePlus Service Levels
Service levels are for ServicePlus As and When are provided on a reasonable efforts basis.
Service levels are divided into five priority levels and are monitored and measured against the service
level commitment as shown below. Avocette uses the following definitions to measure service levels:
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j Resolution
Priority
; Definition Acknowledgment Closure
I Time
1
Service Disruption for major
applications/systems and/or has major
Priority 1
im act on business operations and/or Reasonable Reasonable
p p 1 business Day
impacts external customers Efforts Efforts
Guideline — has significant business impact.
Partial service disruption for major
application/system and/or service
disruption for minor system and/or has
i
Reasonable
Reasonable
Priority 2
moderate impact on business operations
1 business Day
Efforts
Efforts
Guideline — affects business operation for at
least one department.
Minor service disruption impacting 1-2 users
significantly and/or has minimal impact on
business operations. Does not affect service
delivery to external clients.
Reasonable
Reasonable
Priority 3
Reasonable Efforts
Service Request may be raised for incident
Efforts
Efforts
remediation and resolution (refer section
2.2 for Service Request Management
process).
Minor Service disruption with insignificant
or no impact on business operations
Workaround available
Priority 4
Guideline — Affects < 5 people
Reasonable Efforts
Reasonable
Reasonable
Efforts
Efforts
Service Request may be raised for incident
remediation and resolution (refer section
2.2 for Service Request Management
process).
Causes no service disruption with no impact
on business operations and does impact
service deliver to clients. Additional work
needed to perform some functions.
Reasonable
Reasonable
Priority 5
Service Request may be raised for incident
Reasonable Efforts
Efforts
Efforts
remediation and resolution (refer section
2.2 for Service Request Management
process).
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The following are required for Avocette to support the on -premise CLIENT System.
• CLIENT will provide all required subscription, software and/or hardware licenses required to
support the application.
• The support team will not be on -site at CLIENT's location and Avo% of t%'s support team will be
able to access the CLIENT network remotely using a secure network connection to access the
necessary application environments.
For Cloud implementations:
• The support team will not be on -site at CLIENT'S location and Avocette's support team will be
able to access the CLIENT environment, remotely.
2 Service Delivery
Service delivery is oriented around two specific processes:
1) Incident Management
a. The handling of Breal< Fix situations. In CLIENT terminology this is the 'support' type of
requests that involve software fixes.
2) Service Request Management
a. The handling of any request that is not expected to result in a software fix. This includes
Maintenance, Enhancement and Operational (non -software related) requests. See
Section 4 for a list of available Additional Services.
The following sections will outline all the elements involved in Service Delivery and also walk through
the expected workflow for both Incident Management Cl" Service Request Management.
2.1 Incident Management
The Incident Management process occurs when CLIENT has a request to fix a problem in the CLIENT'S
Software System Production environment.
The goal of incident management is to:
• Return to the normal service level as soon as possible with the smallest impact on the business
and user.
The process is triggered when the authorized CLIENT individual or group makes the request through:
• Entry of ticket into the service management system (Avocette provides instruction on how to
enter incidents)
• Phone call to Avocette (for emergency and high priority issues, phone is mandatory)
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2.1.1 Incident Management Process
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The following describes how Avocette will respond to an incident request. This process can be reviewed
and adjusted if necessary to meet CLIENT's specific needs. As noted previously, some incident may
require an Accela fix and in those cases Avocette will support the reporting and communication with
Accelaa
Figure 1: Procedure for Incident Management.
1.1 The CLIENT point -of -contact creates the initial incident request by CLIENT
documenting the specific incident and sending the information to Avocette's application point -
Service Desk via email. of -contact
1.2 All contacts are acknowledged upon receipt. Acknowledgement can be through Avocette Service
email or by phone. Desk
Avocette Service Desk creates a ticket for the incident, assigning the incident
to Avocette's primary support person and Service Delivery Manager.
Automatic email notifications are generated and sent to the Avocette Service
Delivery Manager.
1.3 Avocette team reviews the incident. More information may be requested from Avocette Support
CLIENT at this time. ,Team
1.4 The Service Delivery Manager liaises with the primary resource to coordinate a Avocette Support
solution and may assign additional support team resources to recover and Team
resolve the issue. i
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1.5
The support team works to recover the issue. This may involve working
Avocette Support
directly with CLIENT staff to provide access to data, database logs,
Team
performance data, etc., in order to resolve the incident.
The support team promotes the fix to the CLIENT environment and completes
the necessary requests to migrate to production or add it to an upcoming
release.
1.6
If resolution of the issue provides recovery of the application, the Service
Service Delivery
Delivery Manager will seek approval from CLIENT to close the incident.
Manager
13
Request to close is approved or denied:
CLIENT point -of-
• If the incident is resolved, then no further action is taken and the
contact
request approved.
• If there is further work required, then the closure is denied and further
testing may be required.
2.2 Service Request Management
Avocette uses a Service Request Management system to record and track all incidents and service
requests under this contract. Once submitted, service request management is used to support incidents
and requests, assign tasks to internal team members and track time spent on specific requests. The
features offered are:
• Application Change Management by logging and tracking requests, bugs, and enhancements by
application and client
• Cross-referencing of incident reports
• Time recording for activities and reporting on effort
• Control of user access to ensure security and privacy
The Service Request Management application is configured for each CLIENT and can be modified to
accommodate business related requirements for reporting.
Avocette's Service Request Management supports maintenance, enhancements or other operational
(non -software) requests. The goal of Service Request Management is to keep track of all requests, allow
prioritization of the requests, track time spent, and report on the status of each request. Service
Requests may be raised to address all Priority 3, 4 and 5 incident remediation and resolutions.
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2.2.1 Service Request Management Process
The following describes how Avocette will respond to a Service Request.
Figure 2: Procedure for Maintenance, Enhancement and Operational Requests
Avoce-}- e
1.1
The CLIENT point -of -contact creates the initial service request by documenting
CLIENT
the specific request and sending the information to Avocette's Service Desk via
application point -
email.
of -contact
1.2
All contacts are acknowledged upon receipt. Acknowledgement can be through
Avocette Support
email or by phone.
Team
Avocette Service Desk creates a ticket for the service request, assigning the
service request to Avocette's primary support person and Service Delivery
Manager.
Automatic email notifications are generated and sent to the Avocette Service
Delivery Manager.
1.3
The Avocette team will work with CLIENT to confirm analysis. CLIENT will
CLIENT
review and approve or reject the Service Request.
1.4
The Service Delivery Manager will then submit the proposed Service Request to
Avocette Support
CLIENT for approval.
Team
1.5
CLIENT will review and approve or reject the Service Request.
CLIENT
The service request is executed and the deliverables provided to CLIENT for
User Acceptance Testing.
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Task #
Task
1.6
The Service Delivery Manager will then schedule the work to be completed
Avocette
Support
based on the agreed timeline expectations in the service request.
Team
1.7
The Avocette team will perform the development and QA work described in the
Avocette
Support
Service Request
Team
1.8
CLIENT will review the deliverables and complete any necessary user
CLIENT
acceptance testing before giving the approval to proceed to production or
accept the deliverable.
1.9
The Avocette team will migrate the Service Request to the production
Avocette
Support
environment.
Team
2.0
The CLIENT will validate that the Service Request has been successfully
CLIENT
migrated to the production environment.
Service Requests must be reviewed and approved by the CLIENT Contract Manager and Avocette's
Service Delivery Manager before any work proceeds.
2.3 Approach to Maintaining Service
Avocette will assign qualified and cross trained resources to support the installed software. The support
team will include a primary and backup resource fully trained in the application as well as the support
procedures necessary to adhere to CLIENT standards. The Service Delivery Manager will ensure that the
backup resource is ready in the event that the primary resource is unavailable for any reason. In
addition, the Avocette Service Desk is provided with primary and backup resource contact information
and will be kept informed when the primary resource is unavailable.
Cross training of the backup resources will be an ongoing activity to ensure that there is familiarity with
the CLIENT setup and configuration.
Avocette will maintain a repository for information, materials and details pertaining to support of the
Supported Application Components (Knowledge Management). This will also include details on the
specific CLIENT policies and procedures that will apply to this support service.
The Service Delivery Manager will ensure that there is adequate coverage during any absences or
traditional vacation periods (e.g. Christmas Holidays) and will also communicate any upcoming absences
to CLIENT during the service level report meetings.
In the event of a disaster in the Avocette Offices, CLIENT will be notified immediately, provided direct
contact phone numbers for the support team, and support resources will work from home.
2.4 Facilities and Equipment Requirements
CLIENT is not required to provide any permanent desk or office space. However, Avocette may require
access to a drop in station at CLIENT from time to time during onsite visits. Avocette resources will
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require remote access into the CLIENT environment. This may require using a secure network
connection.
3 Support Team
Avocette's support team is comprised of the following roles and provides on -going operation support for
CLIENT's Accela environment as follows:
CLIENT Contract Manager/Point of
Contact
Avocette Service Desk Support
Analyst
Avocette Contract Manager
The CLIENT will assign a CLIENT Contract Manager/Point of Contact
to be the primary contact for the Avocette Service Delivery Manager.
(Note that other roles may be assigned as required). The CLIENT
Contract Manager/Point of Contact will:
1. Facilitate communications between Avocette and the CLIENT to
clarify incident/service request particulars (as needed)
2. Facilitate communications between Avocette and other CLIENT
departments or technical areas in order to diagnose and resolve
the request
3. Arrange for User Acceptance Testing as required
4. Provide priorities and guidance to the Avocette support team for
outstanding issues
5. Complete resolution details in the Service Management System
and closing the ticket
6. Attend monthly service delivery meetings
7. The following additional responsibilities are primarily related to
Service Request Management:
8. Facilitate Authorization of work to proceed.
9. Manage communication with other application stakeholders on
implementation or significant changes
10. Facilitate approval of requirements and functional specifications
Avocette's Service Desk is staffed with Service Desk Support Analysts
who are responsible for receiving and acting upon incidents reported
by ServicePlus CLIENTS,
The Avocette Service Desk Support Analyst:
1. Responds to incidents from ServicePlus CLIENTS submitted by
the service tracking system or phone.
2. Provides basic user support as required such as password resets
and other user support issues.
3. Based on the priority of the incident takes appropriate action to
respond to the incident by performing a warm handoff.
4. Provides regular updates for high priority incidents.
An Avocette Contract Manager is assigned to each ServicePlus
CLIENT and will be the person responsible for ensuring Avocette
meets its commitments under this contract. The CLIENT Contract
Manager is also responsible for approving service requests on behalf
of Avocette.
The Avocette Contract Manager will:
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1. Be responsible for Avocette's commitments under the contract.
2. Be available when necessary to meet with the CLIENT to address
issues and concerns.
3. Approve Service Requests in a timely manner.
Avocette Service Delivery Manager
A Service Delivery Manager is assigned to each ServicePlus CLIENT
and will be the primary contact for managing incident resolution and
service requests. Avocette always assigns a backup Service Delivery
Manager, typically the Subject Matter Expert, to each account so
that service disruptions are avoided in the case of the primary
service delivery manager not being available.
The Service Delivery Manager will:
1. Be responsible for all reporting incidents and communicating
status of incident resolution processes to stakeholders
2. Manage the delivery team and ensures support coverage is in
place
3. Ensure proper communication to CLIENT regarding release scope
and expected delivery schedule and status during the
implementation process
4. Provide estimates for Service Requests and work with the
CLIENT Contract Manager to set priorities
5. Work with the CLIENT Contract Manager to develop release
plans for Service Requests
6. Ensure all required authorizations have been provided prior to
initiating work or conducting migrations
7. Be responsible for adjusting the release processes if necessary in
order to improve quality, reliability, timeliness or overall
customer satisfaction with the releases and documenting the
revised processes
8. Ensure decisions, priorities and action items are properly
documented and communicated to the team members
9. Work with the CLIENT Contract Manager and the Avocette
Support Team to prioritize incident resolution and closure
10. Conduct regular team meetings involving release scope,
scheduling and status
11. Reports regularly to the Avocette Contract Manager
Avocette Subject Matter Expert /
A primary and secondary Subject Matter Expert is assigned to each
Business Analyst
ServicePlus CLIENT and is responsible for providing analysis of and
recommendations for resolving incidents and providing analysis and
design for service requests.
The Subject Matter Expert will.
1. Be responsible for understanding the business needs in relation
to the application
2. Gather requirements for enhancements or service requests
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Avocet e
3. Document both "as is" and "to be" to enable technical team
members to effectively configure the application
4. Liaise with CLIENT staff to understand and document reporting
requirements
5. Work with CLIENT to understand business problems in relation
to the application
6. Works with the Avocette Service Delivery Manager to effectively
timetable and deliver business analysis tasks as part of releases
or service requests
Avocette Database Administrator Avocette's core team also includes a Database Administrator. The
Database Administrator is not assigned to the team but is available
as and when needed.
Assigned resources may hold one or more roles described above.
4 Additional Services
The following table provides a list of some of the services that are available.
As and When
N/A
$200.00 per 8 hours of
On -call
On call evening, weekend and
support
holiday support can be
required
on -call support
arranged if required with 1 day
notice.
After Hours
In the event where CLIENT
As and When
N/A
$175.00/hour
Callout
has made advance
required
arrangements for standby
service and a service
request is received outside
of normal business hours
that requires immediate
response (i.e. cannot wait
until the next business day)
Avocette will invoice for a
minimum of four (4) hours
or the actual hours worked,
whichever is greater
Enhancements
Service Request Hours draw
Recommended
As required
Included within Service
down budget for
that CLIENT
Request Hours if
enhancements to the Accela
allocate 30
available, additional
configuration
hours per
hours are charged at
month
$150.00/Hour
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ServicePlus Support Services Agreement
Appendix A: Definitions
The following definitions are used throughout this proposal:
Avoce - e
"Acknowledge Request" means an email from an Avocette representative that confirms that a request
has been received.
"Additional Support Services" means any additional work requested by CLIENT beyond the Base
Support Services.
"Additional Support Services Fees" means the monthly fee paid to the VENDOR for the delivery of
Additional Support Services.
"Approved Service Request" means a Service Request or a VENDOR Service Proposal for which the
proposal and budget estimate provided by VENDOR has been approved by CLIENT and VENDOR has
been instructed to proceed with delivery of the subject matter.
"Base Support Services Fee" means the monthly fee paid to the VENDOR for the delivery of Base
Support Services.
"CLIENT Contract Manager/Point of Contact" means the person in CLIENT responsible for managing the
contract and approving all expenditures. This person is also the CLIENT reference of all administrative
matters associated with this contract.
"Contract Manager" means the Avocette Manager responsible for the delivery of Managed Services
across multiple clients. The Service Delivery Manager reports to the Contract Manager.
"Incident" means an event that degrades or disrupts the normal operation of the application that is
reported to the Service Desk and given a unique tracking number.
"Incident Resolution Time" means the time to complete the permanent corrective solution (resolve the
root cause).
"On -call Hours" means those hours beyond the Standard Business Day. On -call services are available on
request by CLIENT with one days notice.
"Pre -approved Expenses" means those expenses incurred by the VENDOR in the execution of this
contract including travel and living expenses as preapproved by the CLIENT.
"Priority" means the degree of impact that an incident has on CLIENT business areas and clients. The
priorities are graded from 1 through 5. Response and resolution times targets are based on the incident
priority in the Service Level Agreement. The Priority definitions can be found in Section 2 Service Levels.
"Services" means Base Support Services and Additional Support Services.
"Service Desk" means the service desk operated by Avocette providing a single point of contact.
"Service Delivery Manager" means the Avocette resource responsible for ensuring that CLIENT remains
satisfied with the service being provided. The Service Delivery Manager manages the support team,
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ensures adequate coverage is in place, provides communication to CLIENT during incident recovery
periods, and prepares the Service Level Reports. The Service Delivery Manager is present at meetings
with the CLIENT as required.
"Service Management Reporting" means the design, generation and delivery by the VENDOR of reports
and reporting sufficient to meet CLIENT's operational management requirements for the Services.
"Service Request" means a formal request issued by CLIENT for maintenance (upgrades, preventative
maintenance) and enhancements. Service Requests are developed by CLIENT and typically include the
description of the requested service, scope, expected deliverables and timeline expectations. Avocette
will provide estimates for Service Requests within 5 business days. All service requests are sent to the
Avocette Service Desk and given a unique tracking number.
"Standard Business Day" hours will be 9:00 —17:00 PST Monday to Friday exclusive of Canadian
Statutory Holidays
"Statutory Holidays" — in Canada means New Year's Day, Family Day (including Islander Day, Louis Riel
Day, Viola Desmond Day), Good Friday, Easter Monday, Victoria Day, Canada Day, Civic holiday
(including AB, BC, SK, ON, NB, NU), Labour Day, Truth & Reconciliation Day, Thanksgiving Day,
Remembrance Day, Christmas Day, and Boxing Day.
"Support Team" means the Avocette resources that are involved in the day-to-day support of the
Supported Application Components.
"Ticket" is a generic term for a unique tracking number that is generated by the Customer Service
Centre or Avocette's service request management application.
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EXHIBIT B PROFESSIONAL SERVICES AGREEMENT
FEE SCHEDULE
I . CUntract Amount: Not to exceed �85,500.00 in 2024.
Agreement Professional Services Page 1
Updated 27/11/2023