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CM-2023-245 - 10/13/2023 SALES ORDER FORM PlanGrid, Inc. / City of Round Rock TX Quote: Q-00444536 Page 1 of 4 Autodesk Confidential Customer and Billing Information Order Information Customer Name City of Round Rock TX Account Executive Keira Morrow Billing Contact Courtney Small Account Executive Email keira.morrow@autodesk.com Email csmall@roundrocktexas.gov Order Number Q-00444536 Phone (512) 218-5400 Order Type Renewal Quote Expiration 30 Sep 2023 Billing Address 221 E Main St Ste 221 Round Rock, TX 78664-5299 United States Term of Order Form 14 Sep 2023 to 13 Sep 2024 Billing Frequency Annual in Advance Payment Terms Net 30 Shipping Address 221 E Main St Round Rock, TX 78664-5271 United States Currency USD Send Invoice Questions to plangrid.cfsamer@autodesk.com Legal Entity PlanGrid, Inc. Period 1: 14 Sep 2023 - 13 Sep 2024 Product Description Qty Annual Rate Subscription Start Date Net Rate Autodesk Build 5000 7 870.00 14 Sep 2023 6,090.00 PlanGrid (Dozer - 5000 Sheets - $0 Entitlement) 7 0.00 14 Sep 2023 0.00 Total Subscription Fees for the Period: 6,090.00 Total Fees for the Order: 6,090.00 Product Notes 1) Autodesk Build. Unless otherwise provided in this Order Form, (a) Autodesk Build services are purchased as subscriptions, and (b) any added subscriptions will terminate on the same date as the underlying subscriptions. Autodesk Build is subject to usage limits, inc luding, for example, the quantities specified in this Order Form corresponding to product/service levels and number of Authorized Users under a specific Customer subscription. Unless otherwise specified, (a) a quantity in this Order Form refers to Authorized Users specifically designate d to use Autodesk Build, and Autodesk Build may not be accessed by more than that number of Authorized Users; (b) a product level in this Order Form refers to the volume of sheets that may be loaded by an Authorized User; (c) an Authorized User’s password may not be shared with any other individual and is valid on no more than three (3) devices; and (d) an Authorized User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of Autodesk Build. If Customer or one of its Authorized Users who is designated to use a Customer subscription exceeds a contractual usage limit, Autodesk reserves the right to impair Customer’s (or any of its Authorized User’s) access to the services until Customer conforms its use to the contractual limit and/or to charge the Customer for overages. 2) PlanGrid Web Service Entitlement. In connection with the Autodesk Build subscription(s) purchased by Customer under this Order Form, and provided Customer remains in compliance with the terms and conditions applicable to this Order Form, Customer will be entitle d to receive a limited number of subscriptions to PlanGrid. One PlanGrid subscription will be provided to Customer for each Autodesk Build subscription purchased under this Order Form. The PlanGrid subscriptions will be co-terminus with the term of this Order Form, will be limited to the same Authorized Users using the corresponding Autodesk Build subscriptions, and will not increase the applicable maximum number of Authorized Users as set forth in this Order Form. For example, if Customer purchases two Autodesk Build subscriptions under this Order Form, Customer will be entitled to receive two PlanGrid subscriptions; however, the aggregate maximum number of Authorized Users of Autodesk Build and PlanGrid will remain a total of two Authorized Users. Special Terms and Notes 1) Products and Services. The products and services provided under this Order Form are owned, licensed and maintained by Autodesk, Inc. or the applicable Autodesk Affiliate. PlanGrid, Inc. (“PlanGrid”), BuildingConnected, Inc. (“BuildingConnected”), and TradeTapp, Inc. (“TradeTapp”) are Autodesk Affiliates previously acquired by Autodesk, Inc. and currently operating as wholly owned subsidiaries of Autodesk, I nc. Products and services owned, licensed and maintained by Autodesk, Inc. or an Autodesk Affiliate other than PlanGrid, Inc. are provided under this Order Form by PlanGrid, Inc. (the Autodesk Contracting Entity) as an authorized reseller for Autodesk, Inc. or such Autodesk Affiliate. 2) Governing Terms.  This Order Form is governed by the Direct Order Terms and Conditions (the “DOTC”, the current version of which is located at https://www.autodesk.com/company/legal-notices-trademarks/access-use/commercial) and the General Terms of Use (the current version of which is located at www.autodesk.com/termsofservice or at any successor site as designated by Autodesk, and as supplemented by any applicable Special Terms, collectively, the “TOU”). “Agreement” means, collectively, this Order Form (including any service-specific attachments hereto), the DOTC, and the TOU. In the event of any conflict between the terms of this Order Form, the TOU, and the relevant terms of the DOTC, such conflict will be resolved in the following priority: first by the terms of the Order Form, next by the terms of the DOTC, and last by the terms of the TOU. Capitalized terms not otherwise defined in this Order Form shall have the meanings ascribed to them in the DOTC or TOU. 3) Modifications.  For purposes of applying the DOTC and TOU to this Order Form, generally references therein to Autodesk shall be deemed to refer to Autodesk Contracting Entity, and, specifically, references to “Autodesk Party” (under Secti on 21.4 of the TOU) for purposes of this Order Form shall be references to Autodesk Contracting Entity, regardless of Customer’s principle place of business or place of res idency. Likewise, the governing law for this Agreement will be the laws of the State of California, and to the extent controlling, federal laws of the United States. The exclusive jurisdiction/forum for dispute resolution will be the United States District Court for the Northern District of Cal ifornia in San Francisco or the Superior Court of the State of California, County of Marin. For the purposes of this Order Form, the DOTC and the TOU are further modified as follows: a) Customer’s length of subscription will be as set forth in this Order Form, rather than as otherwise indicated in the DOTC and/or the TOU. This Order Form automatically renews upon the same terms and conditions for one (1) year periods at Autodesk’s then -current rates unless CM-2023-245 SALES ORDER FORM PlanGrid, Inc. / City of Round Rock TX Quote: Q-00444536 Page 2 of 4 Autodesk Confidential either party requests change or termination in writing at least thirty (30) days prior to the expiration of the then-current term of this Order Form. Any such notice of change or termination of automatic renewal by Customer must be sent to acsrenewals@autodesk.com (or any successor email address as may be designated by Autodesk) rather than as otherwise indicated in the DOTC and/or the TOU.) b) The following portion of Section 3 of the DOTC will not apply to this Order Form: “If Customer provides written notice within 14 days after the renewal invoice (via email to na.service@autodesk.com) that Customer does not agree to renew due to a price increase, Autodesk will terminate the subscriptions, maintenance, and/or web-based services.”. c) Delivery Services expire twelve (12) months from the effective date of this Order Form. 4) Purchase Order, Invoicing and Payment. If Customer requires a purchase order for payment, Customer agrees to issue to the Autodesk Contracting Entity a valid purchase order or alternative document reas onably acceptable to the Autodesk Contracting Entity. The Autodesk Contracting Entity will invoice Customer and Customer will make all payments to the Autodesk Contracting Entity. For the purposes of this Order Form, the Autodesk Contracting Entity is: PlanGrid, Inc. Except as otherwise specified in the Agreement, (a) payment obligations are non-cancelable, (b) fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant subscription term. Additional Terms and Conditions No terms included in any Customer-generated purchase order, acknowledgement, or other similar ordering document shall apply to the services set forth in this Order Form, even if signed by the parties. The pricing terms of this Order Form are Autodesk Confidential Information. The effective date of this Order Form shall be the date Customer executes this Order Form. Prices and fees set forth in this Order Form do not include any applicable taxes. Any such taxes are the responsibility of the Customer. When invoiced, Customer will be taxed using the applicable tax rate based on shipping address as provided by Customer. Customer’s invoice will reflect the tax rates in effect at the time of invoicing (as applicable). By executing this Order Form (electronically or otherwise): (i) the undersigned represents that he or she is an authorized legal representative of Customer with the full legal authority to bind Customer to the terms and conditions of the Agreement, and (ii) Customer accepts the offer to contract by Autodesk Contracting Entity and acknowledges that it is entering into a legally binding agreement with Autodesk Contracting Entity for the services set forth in this Order Form. Autodesk Contracting Entity is not bound by any Customer handwritten changes to this Order Form which are not counter-initialed by Autodesk Contracting Entity. This Order Form may be executed via electronic signature pursuant to 15 U.S.C. Ch. 96 (and/or other relevant e-signature legislation). Electronic signatures will appear at the bottom of the page or in the signature block below.. Purchase Order Information Is a purchase order (PO) required for the purchase or payment of the products and services? If the below information is incom plete or incorrect, please contact your Account Executive to update this information. If a purchase order is required, please send to your Account Executive. Accounts Payable Contact Name Courtney Small Accounts Payable Contact Email csmall@roundrocktexas.gov Is a PO required? PO Number VAT/GST Information Please confirm your VAT/GST. Tax code must be provided if applicable. If the below information is incomplete or incorrect, pl ease contact your Account Executive to update this information. VAT/GST City of Round Rock TX Signature: \si1\ Name: \na1\ Brooks Bennett, Assistant City Manager SALES ORDER FORM PlanGrid, Inc. / City of Round Rock TX Quote: Q-00444536 Page 3 of 4 Autodesk Confidential Title: \ti1\ Date: \ds1\ SALES ORDER FORM PlanGrid, Inc. / City of Round Rock TX Quote: Q-00444536 Page 4 of 4 Autodesk Confidential Additional Terms for the PlanGrid Offering The following additional terms apply to the PlanGrid Offering only: Usage Limits. PlanGrid services are subject to usage limits, including, for example, the quantities specified in this Order Form correspond ing to product/service levels and number of Authorized Users under a specific Customer subscription. Unless otherwise specified, (a) a quantity in this Order Form refers to Authorized Users specifically designated to use Customer subscriptions to a service, and an applicable service may not be accessed by more than that number of Authorized Users; (b) a product level in this Order Form refers to the volume of sheets that may be loaded by an Authorized User; (c) an Authorized User’s password may not be shared with any other individual and is valid on no more than three (3) de vices; and (d) an Authorized User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the services. If Customer or one of its Authorized Users who is designated to use a Customer subscription exceeds a contractual usage limit, Autodesk rese rves the right to impair Customer’s (or any of its Authorized User’s) access to the services until Customer conforms its use to the contractual limit and/or to charge the Customer for overages.