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Home My WebLink AboutItem 08 Approval to Piggyback Omnia's Contract for the Implementation of the Brightly Asset Management Platform City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: December 2, 2025 Item #: 8 Contact Name: Trent Hopper Department Director: Jen Bolling Contact Number: Ext. 4306 City Manager: Craig Shadrix Subject: Approval to Piggyback Omnia's Contract for the Implementation of the Brightly Asset Management Platform. (Utilities Director Bolling) Background Summary: The City of Ocoee is experiencing rapid growth and redevelopment, placing increasing demands on infrastructure and public services. Currently, individual departments rely on their own tools for maintenance and planning. This creates a fragmented approach that limits efficiency, response time, interdepartmental coordination, customer service, and long-term data-driven planning. Brightly provides a unified asset management platform that consolidates all asset information (maintenance history, performance data, and asset location) into a single, centralized system, enabling comprehensive lifecycle asset management that includes planning, acquisition, maintenance, and disposal. It streamlines workflows and provides features like GIS mapping and mobile apps for inspections and maintenance. Brightly will provide transparency and better management of public roads, parks, sidewalks, buildings, and utilities. Implementing Brightly will: o Increase operational efficiency o Reduce costs through predictive maintenance and asset tracking o Improve the reliability and performance of city assets and extend the life of city assets o Support regulatory compliance o Strengthen financial planning and forecasting o Help us better serve our residents and businesses o Enable better management of public roads, parks, sidewalks, buildings, and utilities. The implementation of Brightly City-wide is more than a system upgrade; it is a foundational strategic step that will define the future reliability and financial stewardship of the City of Ocoee. Its capabilities in predictive maintenance asset investment, and planning will enable us to deliver on our commitment to the community by creating safer, more reliable, and more sustainable infrastructure. Staff is requesting approval to piggyback on the Omnia Contract # R 210702 for the implementation of Brightly asset management platform. Brightly has submitted a quote for implementation of the Brightly asset management platform in the amount of $133,686.05. City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org Issue: Should the Honorable Mayor and City Commissioners approve to piggyback the Omnia Contract # R210702 and award the asset management contract to Brightly in the amount of $133,686.05? Recommendations: Staff recommends that the Honorable Mayor and City Commissioners approve piggybacking on the Omnia Contract # R210702 and award implementation of the asset management platform to Brightly in the amount of $133,686.05, and authorize the Mayor to execute the required contract. Staff also recommends that the City Manager be authorized to approve changes to this contract up to the limit of his purchasing authority for each change order and up to the budgeted amount for this project for all change orders. Attachments: 1. Brightly Software Proposal 2. R210702 BrightlySoftware 3. R210702 Dude Solutions Financial Impacts: The Brightly will be funded from the FY 25/26 approved budget as follows: 401-535-10-3400 $35,000 (Utilities) 401-533-10-3400 $35,000 (Utilities) 103-538-20-3400 $45,000 (Stormwater Operations) 001-572-10-3400 $8,250 (Parks) 001-572-00-3400 $8,250 (Recreation) 001-541-10-3400 $4,500 (Street Operations) Type of Item: Consent PREPARED FOR City Of Ocoee ("Customer") 150 North Lakeshore Drive Ocoee,FL 34761 PREPARED BY Brightly Software Inc 4242 Six Forks Road, Suite 1400 Raleigh, NC 27609 PUBLISHED ON September 25, 2025 1 Q-451617 •Omnia Partners Contract Number: R210702 •https://www.omniapartners.com/suppliers/brightly/public-sector Subscription Term:15 months (07/01/2026 -09/30/2027) Cloud Services Item Start Date End Date Pricing Based On Investment Public Infrastructure - Core 7/1/2026 9/30/2026 14,030.55 USD Confirm Core 7/1/2026 9/30/2026 1.00 Base Confirm Core User 7/1/2026 9/30/2026 10.00 Users Confirm Core Connect 7/1/2026 9/30/2026 34.00 Users Confirm Core Workzone 7/1/2026 9/30/2026 17.00 Users Confirm Integration - Tier 2 7/1/2026 9/30/2026 1.00 Each 1,130.00 USD Confirm Integration - Tier 3 On-premises 7/1/2026 9/30/2026 1.00 Each 3,874.50 USD Asset Essentials Enterprise 7/1/2026 9/30/2026 99,999.00 Sq. Ft.1,388.50 USD -Facilities/Physical Plant Module 7/1/2026 9/30/2026 Included -Asset Essentials Analytics 7/1/2026 9/30/2026 Included -Asset Essentials Inventory 7/1/2026 9/30/2026 Included -AE Safety 7/1/2026 9/30/2026 Included Subtotal:20,423.55 USD 2 Cloud Services Item Start Date End Date Pricing Based On Investment - GIS Asset Management 7/1/2026 9/30/2026 Included Subtotal:20,423.55 USD Professional Services Item Pricing Based On Investment Professional Services 90,693.60 USD On-site incidental expenses *See Note Below Integration Implementation Services 8,680.00 USD - Professional Services & Project Management 10.00 Hour(s) - Connection, Configuration, & Validation 22.00 Hour(s) Asset Essentials Enterprise Implementation with Consulting 99,999.00 Sq. Ft.10,888.90 USD Subtotal:110,262.50 USD Total Initial Investment 130,686.05 USD * Incidental travel related expenses will be invoiced to Client at cost but are not anticipated to exceed $3,000 per week, per resource for on-site services. 3 Total Initial Investment With Travel Allowance = $130,686.05 + $3,000 maximum travel expense allowance = $133,686.05 Cloud Services Subscription Item Investment Year 2 Start Date: 10/01/2026 Public Infrastructure - Core 56,122.20 USD Confirm Core Confirm Core User Confirm Core Connect Confirm Core Workzone Confirm Integration - Tier 2 4,520.00 USD Confirm Integration - Tier 3 On-premises 15,498.00 USD Asset Essentials Enterprise 5,554.01 USD - Facilities/Physical Plant Module Included - Asset Essentials Analytics Included - Asset Essentials Inventory Included - AE Safety Included - GIS Asset Management Included Total:81,694.21 USD 4 To be budgeted next FY Confirm Enterprise Implementation Scope of Work This scope of work (SOW) is dated as of September 19, 2025, and is entered into and between Brightly Software, Inc. (Company) and City of Ocoee (Customer). The Company and Customer (Parties) are executing this SOW solely for the purpose of enabling and authorizing Company to provide professional services to Customer. SUMMARY: Company will provide certain professional services to Customer. These professional services include: • Confirm Enterprise implementation • Enterprise project management • Training • Historical work order import Confirm is Company’s EAM (Enterprise Asset Management) software that will allow the Customer to manage public infrastructure assets, control budgets, and maintain predictive and preventative maintenance tasks. Company follows the below implementation methodology, which outlines pre-defined phases, milestones, and deliverables to provide a clear, concise, and detailed path. It mitigates risk and creates a shared understanding among stakeholders and team members. Plan: This project stage establishes a foundation for the project's success by defining key stakeholders, developing a project plan, and establishing a clear governance framework with defined roles and responsibilities. The Company Project Manager will lead the project kick-off during this stage. Design: Company consultant conducts thorough stakeholder interviews during the Design stage to understand the Customers current processes and determine the appropriate account configuration. Business requirements will be documented and reviewed for Subscriber acceptance prior to moving to the next project stage. The Company project manager continues to work the project plan, communicate proactively with stakeholders, and actively managing risks. Build: Company consultant demonstrates, configures, and adjusts the Company Confirm solution according to Customers agreed requirements and imports applicable data during Build stage. Final configuration will be demonstrated and reviewed for Customer acceptance prior to moving to the next project stage. The Company project manager continues to work the project plan, communicate proactively with stakeholders, and actively managing risks. Test: Ensures the configured solution meets the documented business requirements and is ready for deployment. This stage focuses on executing a testing strategy that validates the configuration, data quality, integrations (if applicable), and any other approved scope. The Company project manager continues to work the project plan, communicate proactively with stakeholders, and actively managing risks. 5 Deploy: The final stage of a Company Confirm implementation project, where Customer is trained according to scope, and the thoroughly tested and validated solution is made available to end-users. Company implementation project team will support Customer during a 3 days of production environment adoption time followed by a transition to Company’s Support team. IN SCOPE: The items below will be in scope of this SOW: 1. Enterprise Project Management a. Includes the initial scheduling of the kickoff call, scheduled meeting, close out meeting and managing project risks. b. Monthly project management oversight meetings, a customized project plan, and creation of Work Breakdown Structure (WBS) or Gantt chart. 2. Enterprise implementation for the following asset class(es) and sub asset types: i. Streets/Traffic a) Centerlines b) Signs c) Sidewalks d) Street Lighting e) Bridges f) Abutments g) Decking h) Lighting i) Utility j) Traffic signals k) Traffic communication systems l) Fiber ii. Stormwater a) Mains b) Manholes c) Catch Basins d) Outfalls e) Inlets f) Culverts/Ditch lines iii. Parks a) Forestry b) Hardscapes c) Landscapes d) Irrigation e) Athletic Fields f) Trash Bins g) Accessories – Benches, Grills, Tables, etc. iv. Water Distribution a) Mains b) Valves c) Hydrants 6 d) Curb Stops e) Meters f) Pump Stations g) Towers h) Backflow i) Service Lines j) Water Treatment Plant I. Chemical Feed Lines (Process) II. Water Lines (Potable) III. Water Lines (Non-Potable) IV. Clarifiers V. Ground Storage Tanks VI. Elevated Storage Tanks VII. Pump Stations VIII. Data/Fiber Utility IX. Pumps/Variable Frequency Drives X. Filtration v. Waste Water Collections a) Gravity Mains b) Forced Mains c) Manholes d) Pump Stations e) Meters f) Valves g) Wastewater Treatment Plant 3. Training: Persona user training for up to 51 Customer users 4. Training: Full user training for up to 10 Customer users 5. Historical work order import of up to 15,000 records PROJECT SCHEDULE: Each project total duration time varies and is dependent on the full participation and availability of the Customer. Project schedule and timelines will be determined by the Company project manager following the initial kickoff call. Plan • Identify project stakeholders • Establish project teams • Company will facilitate the kick-off call • Company deploys Confirm environment • Customer is provided access to Company’s online learning management system • Acceptance: Customer acceptance of key project milestones Design • Company performs ongoing schedule management • Company provides ongoing risk / issue management 7 • Discovery workshop / requirement gathering: Company performs per asset class of up to 6- hours • Geo spatial review: Company reviews the asset register per asset class of Customer data. Up to 6-hours of Customer facing meetings. • Business Process Walkthroughs: Company performs detailed overview of the operations of Confirm to ensure Customer can successfully prepare for Localization Workshops of up to 12- hours. o Inquiries o Jobs or Works Management o Defects o Inspections • Localization Workshops: Company consultant led workshop of up to 12-hours with Customer being responsible for completing documentation in Confirm for the following areas: o Inquiries o Jobs or Works Management o Defects o Inspections • Company modifies default process diagrams according to Customer requirements and provides process diagrams to Customer prior to moving to Build phase. • Historical work order import o 1-hour requirement review call to review the detailed requirements of the work order import service, including data structure, volume, and any specific mapping needs. o Customer provides historical work order data for Company review. This initial assessment will determine the data’s compatibility and feasibility for import into the system. o If the data is deemed feasible for import, Company will conduct a comprehensive review of the provided data set and provide any data discrepancies or gaps that require resolution. o Customer will be responsible for addressing and resolving all identified data gaps and inconsistencies to ensure the data meets the necessary import specifications o Upon resolution of data gaps, a review session will be scheduled to validate the prepared work order import file. The total duration for this session(s) will not exceed 4 hours. • Acceptance: Customer has signed the following acceptance documents: o Discovery workshop requirements o Geographic Information System (GIS) spatial review o Localization process templates o Prepared work order import template Build • Ongoing schedule management • Ongoing risk / issue management • Company will: o Confirm environment adapted to Customer specific requirements o Data load of Customer Localizations completed o GIS integrated for spatial data o Test the build for quality assurance 8 o Configuration Demonstration • Historical work order service o Company will prepare the work order template and configure the required data fields within the system to align with historical data structure o Company will execute the import of historical work order data o Post import review session(s) will be scheduled to review the loaded data and address any final minor adjustments. Any modifications identified during this session will be completed, not to exceed a total of 4 hours of effort. • Acceptance: Customer accepts that the configuration demonstration meets documented requirements. Test • Company validates solution meets agreed business requirements • User acceptance testing is led by Company consultant and performed by Customer: o Company provides specific User Acceptance Testing (UAT) scripts to Customer and completes walkthrough script with Customer o GIS integration testing o Customer continues testing on their own • Acceptance: Customer signs off UAT script and successful GIS integration testing. Deploy • Company migrates Confirm solution to production environment • User training takes place based on training package purchased – Reference “IN SCOPE” and “ASSUMPTIONS - Training” section of this SOW • Company provides up to 3 days of production environment adoption time • Project close out meeting of up to 1 hour • Acceptance: Training delivered, Production environment adoption completed, and project close out meeting occurs. ASSUMPTIONS: Travel • Company delivers all services virtually. However, the following areas are highly recommended to be delivered on-site: Localization workshops, User Acceptance Testing, Training, and production environment adoption time. • If Customer requests onsite services, Customer accepts any actual and reasonable travel and related expenses which are not included in the services fees. Data • Customer will provide relevant data to be loaded in a timely manner and in Excel or CSV format. Each record type will be provided in one file with one sheet with column headings and one record with corresponding attributes per row. • If Customer is unable to provide data in an acceptable format for import, Company Consultant will guide Customer on how to manually create records. 9 • For the avoidance of doubt, no data extraction or migration services are covered under this SOW for data from any existing Customer system(s). • Consultant will not access any 3rd party systems for the purpose of exporting data as data migration services are not included. • If any additional data requirements arise during the project, additional services may be purchased using the change management process outlined in this SOW. Historical Work Order Import • The asset and location source data must exist and align in Confirm prior to the historical work order import. • If the asset and location source data does not exist in Confirm, Company can associate work orders to a single, sample asset. • The scope of the historical work order import service is limited to a maximum of 15,000 work orders. Additional work orders beyond this volume will require a scope change and additional fees. • Customer is responsible for addressing and resolving any identified data gaps, inconsistencies, or formatting issues within the historical work order data provided prior to the import process • The historical work order import service does not include the import of inspection records • Meeting and review time allocations: o Initial requirements review call not to exceed 1 hour o Review call to validate the prepared work order import file, not to exceed 4 hours o Post-import data review meeting(s), not to exceed 4 hours Training • Customer shall have unlimited access to e-learning training modules • Customer is responsible for ensuring all necessary individuals who are responsible for training Customer resources are present at the training sessions • Any individual training sessions shall: o not exceed ten (10) attendees per Company Consultant o be scheduled for no less than one (1) hour and no more than eight (8) hours o be conducted by Company Consultant as agreed upon with Customer • Full user training: • Full user training of up to ten (10) Customer users and up to to 32 hours in total • Full user training is designed for Supervisors/Managers, Administrative Assistance, and Directors that provides a non-technical training of Confirm • The training provides an everyday use of Confirm web and work zone. Covers the following areas below: ▪ Inquiries ▪ Defects ▪ Jobs ▪ Work Zone Scheduling ▪ Inspection Routes ▪ Dashboards ▪ Delivering standard reports ▪ User Administration 10 • Persona user training: • Persona training of up fifty-one (51) Customer users and up to 16 hours in total • This training is designed for Supervisor, Assignees, and Technicians responsible with assignment and accepting work daily in Confirm. • This training covers the following areas: • General Use of Mobile App • Work Zone Scheduling • Use of Connect ▪ Ad-hoc Inspections and Scheduled Inspections ▪ Accepting on jobs ▪ Creating and Updating Assets ▪ Creating Defects ▪ Creating Requests/Inquiries Production Environment Adoption • Before the close out meeting of the Deploy phase, a Company consultant will provide up to 3 days of adoption time. • If Customer does not attend a scheduled check-in or require assistance, Production environment adoption will be assumed complete. General Project Assumptions • Company will only perform each project phase once and the implementation of all asset classes needs to completed within each project phase. Example: All asset classes purchased will be completed in the Design phase. • Professional Services ordered hereunder will be available to Customer for 365 days from Statement of Work Effective Date. After such date any unused portion of the Services defined will be forfeited unless otherwise agreed to by both parties. No forfeiture will occur if the parties are diligently working to completion. • Customer has up to 10 business days to confirm deliverable acceptance per stage. No response will be interpreted as acceptance. • Customer will provide a single point of contact/project manager for the duration of the project and Customer will provide access to the following resources as necessary: Business Lead, Testing Lead, and Technical Lead • Customer IT department is responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses. • The appropriate Customer resources will be available for all scheduled activities. Canceling or rescheduling Company consulting activities within 2 weeks of the scheduled activity may result in a rescheduling fee being assessed. • Services will be provided in the English language and during the following hours Monday to Friday 8:30am to 5pm, Eastern Standard Time. Excluding any holidays that the United States of America observes. • Any services not explicitly included in this SOW are assumed to be out of scope. For the avoidance of doubt the following are out of scope: o multiple iterations of each phase will be subject to Change Management 11 o data extraction or migration services o contracts and payments setup, configuration and training o Confirm Application Programmable Interface (API) is provided but data integration services are not included in this SOW except for connecting to Customer GIS o additional asset classes not stated in SOW or sub-asset class types o training for more than the number of users described o report writing or dashboard creation o software development services PROJECT & CHANGE MANAGEMENT: Company will supply an experienced Project Manager, who will provide scheduling for the deliverables of the implementation project and who will be your primary point of contact for its duration. It is expected that Customer appoints a Project Manager to work in partnership with Company Project Manager and lead Consultant, who will have responsibility of managing and coordinating Customer staff, resources and deliverables. Company Project Manager along with consultant will facilitate frequent coordination meetings, especially early in the project, to confirm the project is progressing as expected. In addition to meetings, Company Project Manager will communicate project status, system needs and system status through email and telephone calls. Company implementation team will play an active role in assisting change management during the implementation project. Company proven and effective implementation approach embeds change management activities throughout, with Company team of consultants working in close collaboration with Customer staff. Company experience shows successful implementations require a collaboration of the Customer users with the Company consultant and project manager. Key Customer users from each business area will be involved in the following activities lead by Company team of consultants, exposing them to the software capabilities and encouraging them to engage in the process of shaping the new system, with those key users promoting the system within their business areas: • Discovery workshop / requirements gathering • Geo spatial review • Business Process Walkthrough Workshops • Business Process Localization Workshops • User Acceptance Testing • Training Preparation • Production Environment Adoption INVOICING: At the conclusion of each project stage, billing will be triggered to the Customer. 12 Stage Trigger Percentage Billing Plan Customer acceptance of key project milestones 25% Design Customer acceptance documents signed: • Discovery workshop requirements • GIS spatial review • Localization process templates 25% Build Customer accepts that the configuration demonstration meets documented requirements. 30% Test Customer signs off UAT script and successful GIS integration testing 10% Deploy • Training delivered • Production environment adoption completed • Project close out meeting completed 10% 13 Partner Delivered Service ERP (Enterprise Resource Planning) to Confirm Integration SOW (Scope of Work) This scope of work (SOW) is dated as of September 16, 2025, and is entered into and between Brightly Software, Inc. (Company) and City of Ocoee (Customer). The Company and Customer (Parties) are executing this SOW solely for the purpose of enabling and authorizing Company’s integration Subcontractor Makini, Inc. (Subcontractor) to perform work for Customer. Summary: Company’s service Subcontractor provides pre-built integrations to a wide range of industrial software systems including Enterprise Resource Planning (ERP), Manufacturing Execution Systems (MES), Warehouse Management Systems (WMS), and other critical business applications. These integrations enable Company's Confirm Computerized Maintenance Management System (CMMS) to seamlessly read, write, and synchronize data between products and Customer's various software systems. A full list of supported ERPs is available at: https://www.makini.io/integrations In Scope: 1. Confirm Integration Service a. American Data Group (ADG) b. Sensus The details provided in Appendix A – Integration specifications are considered in scope of this SOW. Project Plan: • Plan o Subcontractor will hold a session to validate Customer requirements against readily available integrations to assess potential customization requirements. o Company will enable API (Application Programming Interface). o Subcontractor will assess connectivity requirements of the Customer software system(s) and testing requirements. Namely: whether software systems are deployed in the cloud or on - premises, whether the Customer has separate testing and production environments. o Company and Subcontractor will hold kick off meeting with Customer. • Connect o Once Customer provides access to the software system(s) to be integrated, Subcontractor will establish connection. • Test o Subcontractor, Company, and Customer arrange for a session to test integration in test and/or production instance(s). o If Customer has test instance(s), Subcontractor and Customer will determine cut over period to production instances. • Run 14 o Subcontractor disables access to Customer’s test instance(s) and Customer is operating in their production environment. Acceptance Process: • At the conclusion of the testing protocol, Customer will provide any feedback related to the integration Subcontractor and Company within 10-business days (excluding holidays) or unless otherwise determined. • Customer to sign off on accepted integration • If Customer feedback and sign off is not provided within the 10-business day period (excluding holidays), Company will assume that the integration services provided by the Subcontractor is approved and services will be deemed complete. Assumptions & Responsibilities: The Company has made the following general assumptions in this SOW to deliver this project based on initial discussions with Customer. It is the responsibility of Customer to validate these assumptions and before signing the Acceptance. Deviations from these assumptions may impact Company’s ability to successfully complete the project. General • It is estimated to take up to 22 Subcontractor hours to complete the services outlined in this SOW. • If Subcontractor support hours exceed 24 hours, the purchase of additional services will be required by following the change management process outlined below. • For avoidance of doubt, the Professional Services detailed within are for the delivery of integration between Confirm and Customer software system(s) as described in Appendix A. There is no custom development or modification available unless explicitly scoped and priced. • All Parties will be actively engaged during this project to ensure success with email responses within 2 business days. • Any Professional Services not explicitly included in this SOW are assumed to be out of scope. • Any additional requests outside the scope of this document will require additional Professional Services and will incur a fee • All Professional Services are governed by Company’s Terms of Use: https://www.brightlysoftware.com/terms • Testing will be completed in the Customer’s test and production instances of their software system(s) subject to Appendix A only. Customer Responsibilities • Will provide access and connectivity means to the requested software system(s), which may include either or combination of user account, API credentials, database access and VPN/firewall credentials. This includes both testing and production environments, as required. • Will provide a single point of contact for the duration of the Professional Services contained in this SOW. • Will nominate member of their team for Acceptance Testing. • Will attend scheduled meetings as required. • Will review Appendix A – Integration Speciation’s and understand integration capabilities. 15 Company Responsibilities • All Professional Services will be delivered virtually • This is a one-time Professional Service; Company is not responsible for updating or maintaining provided integration • Company will enable API (Application Programming Interface) for the duration of a valid integration subscription. • If any customization requests are discovered, then the change management process will be invoked. Project Schedule: Transpired time for these Professional Services may vary, but it is estimated that the activities outlined in this SOW will be completed within 60 days from the kick-off call between Company, Subcontractor, and Customer. Change Management: Customer may request that Company or Subcontractor add services not in the specifications of this SOW by submitting a written proposed change order to the Company. All Professional Service change orders will follow the Company’s Terms of Use: https://www.brightlysoftware.com/terms Invoicing: At the conclusion of Professional Services outlined in this SOW, the integration service will be completed to trigger billing for the full service. 16 Appendix A – Integration specifications 1. Customer Systems of Interest • ADG (Utility Billing Software) Tier: Tier 3 Deployment: on-premises • Sensus (Meter Analytics / AMI) Tier: Tier 2 Deployment: Cloud. 2. Workflow specifications Workflow diagram: https://miro.com/app/board/uXjVJMFrjaI=/?share_link_id=176177787179 A. Cut-off / Cut-on synchronization (ADG → Confirm → ADG) 1. Trigger: ADG produces a cut-off alert (non-payment). 2. Resolve target meter: Integration resolves the meter by meter number (address used only as a secondary hint). 3. Create WO in Confirm: Work Order (WO) created for disconnect against the meter asset (location inherited from asset). 4. Mid-process payment condition: If ADG reports payment before field completion and a related open WO exists in Confirm → Cancel WO in Confirm (no field work performed). 5. Completion → ADG: On WO completion in Confirm, integration updates ADG with: • Status = Disconnected • Completion timestamp • Technician notes (free-text) • Lock installed (boolean/flag when applicable) 6. Cut-on: If payment occurs after a disconnection, integration creates a new WO in Confirm for reconnection. Upon completion, ADG is updated with Status = Reconnected, timestamp, and notes. Notes: • Confirm notification behavior on WO cancellation is expected to notify assignees; verify during kickoff and adjust if needed. • Status/value mappings finalized at kickoff based on Customer’s Confirm configuration. B. Issue reporting (ADG → Confirm → ADG) 1. Trigger: Issue reports entered in ADG (e.g., leak, low pressure). 2. Create WO: Integration creates a WO in Confirm linked to the meter asset. 3. Completion → ADG: On WO completion, completion notes (what was done) and completion timestamp sync back to ADG. Notes: • Progress/in-flight updates are not required—completion only is in scope. • Removes manual re-entry by billing counter staff. 17 C. Zero-consumption report handling (ADG → Confirm → ADG) 1. Trigger: ADG monthly zero-consumption report. 2. Create WOs: One WO per flagged meter in Confirm (category “zero consumption”). 3. Completion → ADG: • If no replacement, sync completion notes and timestamp. • If meter replaced: sync new meter number, old meter final reading, new meter start reading; mark old meter inactive in Confirm. • If transmitter (MXU) replaced: sync new transmitter number. Notes: • Auto-asset creation: when a new meter number is entered on the WO and no asset exists, the integration will create the meter asset in Confirm and assign it to the correct address/site; the old meter will be marked inactive. D. Stale / Almost-stale meters (Sensus → Confirm → ADG) 1. Trigger: Sensus stale / almost stale meter reports. 2. Create WOs: Integration creates low-priority WOs in Confirm—one per meter—to enable map-based, geographic dispatching (bulk counts of 200+ expected). 3. Completion → ADG: If meter or transmitter is replaced, send the same updates as in Workflow C (new meter/transmitter numbers, readings). If no action, no sync back to ADG is required. Notes: • WO clutter is an accepted trade-off to enable proximity-based routing for field crews. E. Future phase – Citizen Request Management (SeeClickFix → Confirm → SeeClickFix) 1. Citizen submits a request in SeeClickFix. 2. Request is created in Confirm. 3. On completion, status/notes flow back to SeeClickFix to notify the citizen. Notes: • This is a future phase; not in immediate delivery scope. • City-wide Confirm adoption is implied for broad CRM categories. 3. Required from Customer Prior to kickoff • Provide ADG access for test and production (or confirm availability of a sandbox) and confirm the data access method (DB/file/document exchange). • Provide Sensus reporting access and sample stale/zero-consumption reports. • Confirm Confirm environments (test/prod) and target tenants. • Decide Confirm asset model (meters as assets tied to address/site; address structure). • Share IT/procurement artifacts (vendor registration, cybersecurity questionnaires, contract vehicles e.g., Sourcewell). Prior to first UAT session • Configure Confirm assets (meters, transmitters, address/site model) and WO categories/statuses. • Prepare representative test cases (cut-off, cut-on, issue, zero consumption, stale). 18 • Nominate UAT participants and confirm environments/data reset plan. • Agree meter-replacement flow (automatic asset creation enabled) and finalize field mappings (lock flag, notes, timestamps). 4. Specific instances where workflows will fail • Meter not found in Confirm (missing/incorrect meter number). • New meter not registered as asset when replacement occurs (auto-creation misconfigured). • Conflicting WO state (duplicate open/completed WOs on same alert). • Connectivity/auth issues between systems (especially if ADG moves to cloud without DB/file access). • Field mapping drift (e.g., lock flag, transmitter number, readings) after Confirm configuration changes. • Bulk ingestion limits (very large Sensus lists) if API throttling is encountered; mitigate with batching and retry. 5. Customization and Subcontractor Hours Phase Hours Scope Validation 2h Kick off 1h Customization 8h Testing 5h UAT session – test environment 2h UAT session - production 2h Production deployment support 2h Total Estimated Hours: 22 hours 6. Summary of differences from the standard workflow in the template New workflows • Cut-off/Cut-on synchronization with mid-process payment cancellation. • Zero-consumption and Sensus stale/almost-stale report-driven WO creation. • Meter and transmitter replacement propagation to ADG (including old/new readings, MXU number). • Future SeeClickFix CRM loopback (phase 2). Customizations • Auto-asset creation in Confirm when new meter numbers are entered; auto-link to address/site and mark old meter inactive. • Cancellation logic when payment is received with an open WO. • Map-based dispatching (low priority WOs) to support geographic clustering for stale meters. • ADG sync of lock installed flag, completion notes, timestamps, MXU. 19 20 Asset Essentials Implementation with Consulting GIS Rider Statement of Work Summary: Company will provide specified professional consulting services to Customer to implement Asset Essentials, an on-line Computerized Maintenance Management System – Geographic Information System (GIS) functionality. These professional services include meeting with key stakeholders to ensure the set-up and configuration of the system will meet the customer's operational needs; location and category hierarchies are configured appropriately; workflows meet the needs of the business; available data is cleaned, aligned and imported; and end users are trained and ready for go-live. In Scope: The Deliverables below will be considered in scope of this SOW 1.Asset Essentials GIS Implementation 2.Asset Essentials GIS Training Deliverables: •Project initiation and discovery •Available GIS data loaded •GIS configuration •User acceptance testing (UAT) •End User training for Administrator and Full User roles Acceptance Process: As each deliverable is completed, the Project Coordinator will confirm with the Customer and document acceptance in the Project Community Portal. •Project initiation and discovery ◦Kickoff call complete. ◦Discovery call complete ◦Data, configuration, and training requirements documented. •Available Data Loaded ◦Available GIS data is loaded in AE to meet documented data requirements. •Account Configuration ◦GIS features have been setup and configured to meet documented configuration requirements. •User Acceptance Testing ◦Consultant-led end-to-end walkthrough and customer UAT has demonstrated functionality satisfying configuration requirements. •End User Training ◦Administrator and Full User roles have been received training on their role. 21 Assumptions: Customer Assumptions: •There will be a single point of contact/project manager for the duration of the project. •IT department is responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses. •The appropriate resources will be available for all scheduled activities. Canceling or rescheduling consulting activities within 2 weeks of the scheduled activity may result in a rescheduling fee being assessed. •For on-site activities, Customer will provide a dedicated space with adequate technology, including but not limited to monitor/projector, computers, mobile devices, quality phone and internet connections. •Will provide relevant data to be loaded in a timely manner and in Excel or CSV format. Each record type will be provided in one file with one sheet with column headings and one record with corresponding attributes per row. •If unable to provide data in an acceptable format for import, Consultant will guide Customer on how to manually create records. •Customer has up to five business days to confirm deliverable acceptance. No response will be interpreted as acceptance. Company Assumptions: •Consultant will not access any 3rd party systems for the purpose of exporting data. •For on-site activities, Company will bill Customer for actual travel and associated expenses incurred. •Any services not explicitly included in this SOW are assumed to be out of scope. Project Schedule: •Kick-off Call with Project Coordinator ◦Confirm software and services purchased ◦Identify key stakeholders ◦Assign resources ◦Schedule key milestone dates, including anticipated projected completion date ◦Access to Company's on-line Learning Management System ◦Access to an interactive project plan •Discovery with Consultant ◦Interview key stakeholders to understand specific maintenance & operations objectives ◦Overview of AE with key stakeholders, including data import requirements ◦Determine optimal GIS configuration to meet objectives and drive KPIs ◦Document data, configuration, and training requirements ◦Schedule required consulting activities and confirm projected completion date •Data loaded by Consultant ◦Review, cleanse, and load available GIS data •Account configuration by Consultant ◦Work Order creation from Map ◦Citizen Portal 22 ◦Mobile Profiles ◦Configure GIS Map settings ◦Configure GIS Layer configuration ◦Asset syncing •User Acceptance Testing ◦Configuration demo to walk through the end-to-end workflow from request to completion ◦Demonstrate key functionality meets configuration requirements •Consultant conducts End User Training for Administrator and Full User roles ◦End-to-end walkthrough for their role ◦Desktop and mobile training •Project Close Change Management: Customer may request that the Company add services not in the specifications by submitting a written proposed change order to the Company. Submitted change requests will be reviewed for approval. Approved change orders will become part of the applicable SOW when executed by both Parties, and the services described therein will become part of the services. Invoicing: At the conclusion of Go Live Support, the main consulting milestone will be completed to trigger billing for the full consulting service. Asset Essentials Implementation with Consulting Statement of Work Summary: Company will provide specified professional consulting services to Customer to implement Asset Essentials (AE), an on-line Computerized Maintenance Management System. These professional services include meeting with key stakeholders to ensure the set-up and configuration of the system will meet the customer's operational needs; location and category hierarchies are configured appropriately; workflows meet the needs of the business; available data is cleaned, aligned and imported; and end users are trained and ready for go-live. In Scope: The Deliverables below will be considered in scope of this SOW: 1.Asset Essentials Implementation with Consulting 2.Asset Essentials Training 3.Post Consulting Go-Live Support Deliverables: •Project initiation and discovery •Available location, asset, user, PM schedule Data Loaded •Account configuration 23 •User acceptance testing (UAT) •End User training for Administrator and Full User roles •Go-Live support Acceptance Process: As each deliverable is completed, the Project Coordinator will confirm with the Customer and document acceptance in the Project Community Portal. •Project initiation and discovery ◦Kickoff call complete ◦Discovery call complete ◦Data, configuration, and training requirements documented •Available data loaded ◦Available location, asset, user, PM schedule data is loaded in AE to meet documented data requirements. •Account Configuration ◦Account has been setup and configured to meet documented configuration requirements. •User Acceptance Testing ◦Consultant-led end-to-end walkthrough and customer UAT has demonstrated to Customer functionality meets configuration requirements. •End User Training ◦Administrator and Full User roles have received training on their role. •Go-Live Support ◦30-day Go-Live Support period has been concluded. Assumptions: Customer Assumptions: •There will be a single point of contact/project manager for the duration of the project. •IT department is responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses. •The appropriate resources will be available for all scheduled activities. Canceling or rescheduling consulting activities within 2 weeks of the scheduled activity may result in a rescheduling fee being assessed. •For onsite activities, Customer will provide a dedicated space with adequate technology, including but not limited to monitor/projector, computers, mobile devices, quality phone and internet connections. •Will provide relevant data to be loaded in a timely manner and in Excel or CSV format. Each record type will be provided in one file with one sheet with column headings and one record with corresponding attributes per row. •If Customer is unable to provide data in an acceptable format for import, Consultant will guide Customer on how to manually create records. •Customer has up to (5) business days to confirm deliverable acceptance. No response will be interpreted as acceptance. 24 Company Assumptions: •Consultant will not access any 3rd party systems for the purpose of exporting data. •Once End User Training has been completed, 30-day Go-Live Support period begins, consisting of up to 4 weekly 30-minute check-ins with the Implementation Specialist. If customer does not attend a scheduled check-in, it will be assumed no assistance was needed. •For on-site activities, Company will bill Customer for actual travel and associated expenses incurred. •Any services not explicitly included in this SOW are assumed to be out of scope. Project schedule and approach: •Kick-off Call with Project Coordinator ◦Confirm software and services purchased ◦Identify key stakeholders ◦Assign resources ◦Schedule key milestone dates, including anticipated project completion date ◦Access to Company's on-line Learning Management System ◦Access to an interactive project plan •Discovery with Consultant ◦Interview key stakeholders to understand specific maintenance & operations objectives ◦Overview of AE with key stakeholders, including data import requirements ◦Determine optimal AE configuration to meet objectives and drive KPIs ◦Document data and configuration requirements ◦Schedule required consulting activities and confirm projected completion date •Data loaded by Consultant ◦Review, cleanse, and load available user, location, asset, and scheduled PM data •Account configuration by Consultant ◦Populate key drop-down menus ◦Review/modify request and work order templates ◦Configure workflow for request/approval/assignment of work orders •User Acceptance Testing ◦Configuration demo to walk through the end-to-end workflow from request to completion ◦Demonstrate key functionality meets configuration requirements •Consultant conducts End User Training for Administrator and Full User roles ◦End-to-end walkthrough for their role ◦Desktop and mobile training •Go-Live Support ◦Company provides (4) weekly check-in calls with Implementation Specialist and Customer ◦Company Implementation specialist addresses any issues identified. Where issues require product support, Implementation Specialist will submit to Company Support ◦Implementation Specialist adjusts configurations as needed prior to project close •Project Close 25 Sample Project Timeline (project timelines may vary): Change Management: Customer may request that the Company add services not in the specifications by submitting a written proposed change order to the Company. Submitted change requests will be reviewed for approval. Approved change orders will become part of the applicable SOW when executed by both Parties, and the services described therein will become part of the services. Invoicing: At the conclusion of Go Live Support, the main consulting milestone will be completed to trigger billing for the full consulting service. Special Terms for Asset Essentials Asset Essentials pricing is based on a maximum storage limit of 200GB of data. Data storage that exceeds 200GB may subject to an additional fee. Order terms BY SIGNING THIS ORDER FORM, WHETHER BY ELECTRONIC OR WRITTEN SIGNATURE, YOU ARE PLACING A BINDING ORDER FOR THE OFFERINGS SHOWN. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE OFFERINGS. A.The "Effective Date" of the Agreement between Customer and Brightly Software, a Siemens Company ("Siemens") is the date Customer accepts this Order B.Proposal expires in sixty (60) days. C.The Siemens entity entering into this Agreement is Brightly Software, Inc., a Delaware corporation, and the notice address shall be Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801 USA, Attn: Brightly Software. D.By accepting this Order, and notwithstanding anything to the contrary in any other purchasing agreement, 26 Customer agrees to pay all relevant Subscription Fees for the full Subscription Term defined above. E.Payment terms:Net 30 F.This Order and its Offerings will be subject to the terms and conditions of the Terms of Service (the Base Terms together with any applicable Supplemental Terms)found at http://brightlysoftware.com/terms (http://brightlysoftware.com/terms)("Agreement"), unless Customer has a separate written agreement executed by Brightly Software, Inc. for the Offerings, in which case the separate written agreement will govern its defined Term. Acceptance is expressly limited to the terms of the Agreement.No other terms and conditions will apply. The terms of any purchase order or other document from Customer are excluded and such terms will not apply to the Order and will not supplement or modify the Agreement irrespective of any language to the contrary in such document. G.Where the Customer is a state, local, or public education entity created by the laws of the applicable state, Siemens and Customer agree that the provisions of the State, Local Government, and Higher Education Addendum ("SLED Addendum") found at http://brightlysoftware.com/terms (http://brightlysoftware.com/terms) take precedence over any conflicting terms in the Agreement to the extent the deviations set forth therein are required by applicable law. H.Siemens shall invoice Customer and Customer agrees to pay Siemens the amount specified on this Order. Quantities purchased may not be decreased during the relevant Subscription Term.Customer is responsible for providing complete and accurate billing and contact information to Siemens and notifying Siemens promptly of any changes to such information. I.If Customer is paying by credit card or Automated Clearing House ("ACH"), Customer shall establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the "Automatic Payment Method"). Upon establishment of such Automatic Payment Method, Siemens is hereby authorized to charge any applicable fees, including any processing fees, using such Automatic Payment Method. J.Customer is responsible for paying all taxes associated with its purchases hereunder.Siemens shall invoice Customer and Customer shall pay that amount unless Customer provides Siemens with a valid tax exemption certificate, direct pay permit, or other government-approved documentation.Notwithstanding the foregoing, Customer is responsible for, and, to the extent permitted by law, will indemnify Siemens for: 1) any encumbrance, fine, penalty or other expense which Siemens may incur as a result of Customer's failure to pay any taxes required hereunder, and 2) any taxes, including withholding taxes, resulting from making an Offering available to Users in geographic locations outside the country in which Customer is located as per the Order. For clarity, Siemens is solely responsible for taxes assessable against Siemens based on its income, property and employees. K.Siemens maintains the right to increase fees within the Subscription Term for Recurring Fee Offerings by an amount not to exceed the greater of prices shown in the investment table or the applicable CPI and other applicable fees and charges every 12 months. Any additional or renewal Subscription Terms will be charged at the then-current rate. L.In the event Customer purchases the Cloud Services (including any renewals thereof) through an authorized reseller of Siemens, the terms and conditions of this Agreement shall apply and supersede any other agreement except for any terms and conditions related to fees, payment or taxes. Such terms and conditions shall be negotiated solely by and between Customer and such authorized reseller. In the event Customer ceases to pay the reseller, or terminates its agreement with the reseller, Siemens shall have the right to terminate Customer's access to the Cloud Services at any time upon thirty (30) days' notice to Customer unless Customer and Siemens have agreed otherwise in writing. Cloud Services 27 A.Billing frequency:Annual B.First Cloud Services invoice to be sent on or around May 2, 2026. C.Cloud Services Offerings will be subject to the terms and conditions of the General Software and Cloud Supplemental Terms found at http://brightlysoftware.com/terms (http://brightlysoftware.com/terms). D.Any Offerings identified as Cloud Services on this Order shall automatically renew for additional periods equal to the expiring Subscription Term or one year, whichever is longer, unless either party has provided written notice of its intent to terminate the Cloud Service subscription not less than forty-five (45) days prior to the expiration of the then-current Subscription Term. E.During the Term, Siemens shall, as part of Customer's Subscription Fees provide telephone and email support ("Support Services") 24 hours/day, 7 days/week. F.Siemens shall use commercially reasonable efforts to make its Software or Cloud Service available 99.9% of the time for each full calendar month during the Subscription Term, determined on twenty-four (24) hours a day, seven (7) days a week basis (the "Service Standard"). The Service Standard availability for access and use by Customer(s) excludes unavailability when due to: (a) any access to or use of the Cloud Service by Customer or any Account User that does not strictly comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Customer's or its Account User's Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with internet service or non-Cloud Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the Cloud Service by Siemens pursuant to the terms of the Agreement. "Scheduled Downtime" means, with respect to any applicable Cloud Service, the total amount of time (measured in minutes) during an applicable calendar month when such Cloud Service is unavailable for the majority of Customer's Account Users due to planned Cloud Service maintenance. To the extent reasonably practicable, Siemens shall use reasonable efforts to provide eight (8) hours prior notice of Cloud Service maintenance events and schedule such Cloud Service maintenance events outside the applicable business hours. G.USE OF APIS. Customer is authorized to use any Application Programming Interface that is either: i) identified as a Cloud Services Offering, or ii) identified as published in the Documentation (collectively the "APIs") as part of any Offering for Customer's internal business purposes only. Customer may not use the APIs to enable unauthorized use of the Cloud Services. Customer may purchase a separate license to use certain published APIs to develop software for use solely in conjunction with the Cloud Services. Customer is prohibited from reselling any software developed through the use of the APIs unless (a) Customer is separately authorized to do so as a member of a Siemens partner program, or (b) Customer has purchased an Offering which include APIs that explicitly allows Customer to develop software for Customer's internal use or for resale under terms and conditions at least as protective as this Agreement. Customer may not otherwise modify, adapt, or merge the Offerings. Siemens has no obligations or liability for software developed by Customer using the APIs. Customer is prohibited from using unpublished APIs under any circumstances. H.Siemens reserves the right to block IP addresses originating from a Denial of Service (DoS) attack. Siemens shall notify Customer should this condition exist and inform Customer of its action. Once blocked, an IP address shall not be able to access the Cloud Service and the block may be removed once Customer is satisfied corrective action has taken place to resolve the issue. Siemens also reserves the right to suspend or terminate service if Customer: 1) performs load tests, network scans, penetration tests, ethical hacks or any other security auditing procedure on the Cloud Service, 2) interferes with or disrupts the integrity or performance of the Cloud Service or data contained therein, or 3) otherwise violates the use restrictions under this Agreement. I.Customer is entitled to access and use the Offerings only as explicitly described in the Documentation. These 28 Offerings are intended for Customer's internal business operations only. There are no additional Entitlements or rights to use the Offerings or their related APIs beyond what is specified. Any other access or use is strictly prohibited under the Terms. J.At the time of this Order, the implementation of the requirements of the Cyber Resilience Act EU 2024/2847 ("CRA") is not yet mandatory in the European Union (EU) due to its transitional periods. Not all clarifications on measures that the Customer and contractor will take to implement the new requirements within the project implementation can currently be completed. Therefore, the parties agree that the project scope and contract price agreed upon at the time of Agreement conclusion do not yet include any necessary measures to implement the CRA requirements. Siemens will present the implementation of these measures together with an adjustment of the contract price and schedules considering any additional expenses of the contractor in the appropriate project phases through the Change Request procedure. Professional Services: A.Professional Services Offerings will be subject to the terms and conditions of the Services Supplemental Terms found at http://brightlysoftware.com/terms (http://brightlysoftware.com/terms). B.Unless otherwise specified in an applicable Order: (i) Siemens will perform the Professional Services during workdays, Monday through Friday, up to 8 hours a day; (ii) any estimate of hours or costs are reasonable, good faith estimates only; and (iii) each task is performed as firm fixed price work or time and materials as described in this Order. Siemens is only obliged to supply Professional Services and/or Deliverables as expressly stated in this Order. Siemens shall not be obliged to supply any Professional Services and/or Deliverables without a valid Order. C.Scheduling. Siemens requires at least 6 weeks advanced notice from the acceptance of an Order to schedule Professional Services delivery dates when travel is required. Onsite Professional Services shall be delivered consecutively in a single onsite visit unless the applicable Order includes the additional fees and incidental expenses associated with multiple visits. D.Unused Professional Services.Unless otherwise specified in the Order, Siemens reserves the right to expire any unused Professional Services 6 months from the Effective Date set forth on the Order, and Customer will not be entitled to receive a refund for any fees prepaid for such expired Professional Services. E.Customer Cooperation.Customer will cooperate reasonably and in good faith with Siemens in its performance of Professional Services by: (i) providing access to any necessary Customer Data, (ii) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Siemens to perform its obligations under the Order, and (iii) actively participate in scheduled project meetings. Any delays in the performance of Professional Services or delivery of Deliverables caused by Customer may result in additional applicable charges for resource time. F.Incidental Expenses. Customer will reimburse Siemens for travel and related business expenses incurred in connection with Professional Services. If an estimate of incidental expenses is included in the Order, Siemens will not exceed a 5% inflation of such estimate without the written consent of Customer. Additional information A.Prices shown above do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer. Tax exemption certifications can be sent to accountsreceivable@brightlysoftware.com (mailto:accountsreceivable@brightlysoftware.com). B.Billing frequency other than annual is subject to additional processing fees. 29 C.Provide Siemens with the purchase order number, if applicable. Acceptance of this Order without a purchase order number indicates that a purchase order is not necessary. Please reference Q-451617 on any applicable purchase order and email to Purchaseorders@Brightlysoftware.com (mailto:Purchaseorders@Brightlysoftware.com) D.Brightly Software, Inc. can provide evidence of insurance upon request. 30 Signature Presented to: City Of Ocoee - Q-451617 September 24, 2025, 9:47:23 AM Accepted by: Printed Name Signed Name Title Date 31 Region 4 Education Service Center • 7145 West Tidwell Road • Houston, Texas 77092-2096 Phone: 713.462.7708 • Fax: 713.744.6514 • esc4.net Rodney Watson, PhD, Executive Director November 13, 2025 Andrew Conners Finance Brightly Software, Inc. 11000 Regency Pkwy Ste 400 Cary, North Carolina 27518 Re: Renewal Award of Contract # R210702 Dear Andrew Conners: Per official action taken by the Board of Directors of Region 4 Education Service Center on October 28th, 2025, Region 4 ESC is pleased to announce that Brightly Software, Inc. has been awarded an annual contract renewal for the following, based on the sealed proposal submitted to Region 4 on September 7th, 2021, and subsequent performance thereafter: Contract Facilities Management Software Solutions The contract will expire on March 31st, 2027, completing the fifth year of a five-year term term contract. The contract is available through OMNIA Partners, Public Sector. Your designated OMNIA Partners, Public Sector contact is Deborah Bushnell, at deborah.bushnell@omniapartners.com. The partnership between Brightly Software, Inc., Region 4 and OMNIA Partners, Public Sector can be of great help to participating agencies. Please provide copies of this letter to your sales representative(s) to assist in their daily course of business. Sincerely, Adam Tabor, MBA, RTSBA Department Director, Procurement Docusign Envelope ID: 34BD5B76-CAD5-4D20-BB74-93397C9DF97D Region 4 ESC Contract # R210702 for Facilities Management Software & Solutions with Dude Solutions, Inc. Effective: April 1, 2022 The following documents comprise the executed contract between the Region 4 Education Service Center (“ESC”), and Dude Solutions, Inc., effective April 1, 2022: I. RFP Addendum & Acknowledgement II. Appendix A, Supplier Contract III. Offer & Contract Executed Signature Form IV. Supplier’s Response to the RFP, incorporated by reference. 1 Table of Contents TAB 1 - Contract and Offer and Contract Signature Form (Appendix A) ................ 2 a. Terms and Conditions Acceptance Form (Appendix B).............................................10 TAB 2 –Products / Pricing............................................................................................1 TAB 3 –Performance Capability...................................................................................2 TAB 4 –Qualification and Experience.........................................................................10 a) References..............................................................................................................10 TAB 5 –Value Add ......................................................................................................11 TAB 6 –Additional Required Documents (Appendix C)..............................................11 2 TAB 1 - Contract and Offer and Contract Signature Form (Appendix A) a. Terms and Conditions Acceptance Form (Appendix B) Appendix A Draft Contract &2175$&7 APPENDIX A DRAFT CONTRACT This Contract (“Contract”) is made as of __________, 2021 by and between (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Facilities Management Software and Solutions (“the products and services”). 5(&,7$/6 :+(5($65HJLRQ(6&LVVXHG5HTXHVWIRU3URSRVDO1XPEHU IRUWRZKLFK&RQWUDFWRU SURYLGHGDUHVSRQVH³3URSRVDO´DQG :+(5($65HJLRQ(6&VHOHFWHG&RQWUDFWRU¶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³3XEOLF$JHQFLHV´PD\SXUFKDVHSURGXFWVDQGVHUYLFHVDWSULFHVLQGLFDWHGLQWKH &RQWUDFWXSRQWKH3XEOLF$JHQF\¶VUHJLVWUDWLRQZLWK201,$3DUWQHUV 7HUPRIDJUHHPHQW7KHWHUPRIWKH&RQWUDFWLVIRUDSHULRGRI WKUHH \HDUV XQOHVV WHUPLQDWHGFDQFHOHGRUH[WHQGHGDVRWKHUZLVHSURYLGHGKHUHLQ5HJLRQ(6&VKDOOKDYHWKH ULJKWWRUHQHZWKH&RQWUDFWIRUWZRDGGLWLRQDORQH\HDUSHULRGVRUSRUWLRQVWKHUHRI5HJLRQ (6&VKDOOUHYLHZWKH&RQWUDFWSULRUWRWKHUHQHZDOGDWHDQGQRWLI\WKH&RQWUDFWRURI5HJLRQ (6&¶VLQWHQWUHQHZWKH&RQWUDFW&RQWUDFWRUPD\HOHFWQRWWRUHQHZE\SURYLGLQJWKUHH KXQGUHGVL[W\ILYHGD\V¶QRWLFHWR5HJLRQ(6&1RWZLWKVWDQGLQJWKHH[SLUDWLRQRIWKH 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¶QRWLFHSULRUWRDQ\PRGLILFDWLRQVRUFDQFHOODWLRQRISROLFLHV7KH&RQWUDFWRUVKDOO UHTXLUHDOOVXEFRQWUDFWRUVSHUIRUPLQJDQ\ZRUNWRPDLQWDLQFRYHUDJHDVVSHFLILHG /HJDO2EOLJDWLRQV,WLV&RQWUDFWRU¶VUHVSRQVLELOLW\WREHDZDUHRIDQGFRPSO\ZLWKDOOORFDO VWDWHDQGIHGHUDOODZVJRYHUQLQJWKHVDOHRISURGXFWVVHUYLFHVDQGVKDOOFRPSO\ZLWKDOOODZV ZKLOHIXOILOOLQJWKH&RQWUDFW$SSOLFDEOHODZVDQGUHJXODWLRQPXVWEHIROORZHGHYHQLIQRW VSHFLILFDOO\LGHQWLILHGKHUHLQ Refer to Appendix B Margaret S. Bass Linda F. Tinnerman 10/26/2021 10/26/2021 Appendix B TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail. Check one of the following responses: □Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) □Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included: (Note: Unacceptable exceptions may remove Offeror’s proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final. If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or Specification Exception/Proposed Modification Accepted (For Region 4 ESC’s use) Section 3, Page 1 Form of Contract The form of Contract between Dude Solutions and any public agency purchasing under the Contract shall also include the Dude Solutions Order Form and Master Subscription Agreement. The terms included in these are necessary for access and use of the software subscriptions and will include any necessary statement of work for professional services. Section 4, Page 2 Order Of Precedence The Order of Precedence for contracts between Dude Solutions and any public agency purchasing under the Contract shall be: i. This Contract ii. Offeror’s Best and Final Offer iii. Offeror’s Proposal iv. Dude Solutions Order Form v. Dude Solutions Master Subscription Agreement vi. RFP and any addenda Section 11, Pages 2-3 Termination of Contract DSI does not anticipate any works made for hire or deliverables being required under contract as DSI will provide subscription- based access to its proprietary commercial software-as-a-service and professional services 9 Accepted Accepted Accepted relating to such use. As such, DSI proposes the following clarification: Notwithstanding anything to the contrary contained in this Section 11, Termination of Contract, DSI retains all ownership right, title, and interest in and to its products and services provided under this Contract, including without limitation all corrections, enhancements, improvements to, or derivative works thereof, and in all intellectual property rights. Section 11b, Page 3 Termination for Cause Where the ability to cure exists, DSI proposes a cure period of 30 days prior to termination. Section 11c, Page 3 Delivery/Service Failures Due to the proprietary nature of DSI’s commercial software-as-a-service, we cannot agree to expense reimbursements. Section 13, Page 4 Survival Clause DSI’s software is not licensed. As such, we proposed including “subscription agreements” in the list of applicable agreements to survive. Section 16, Page 4 Payments Payment obligations for software subscriptions and professional services shall be set forth on an Order Form between DSI and the Subscriber. Section 22, Page 5 Warranty Conditions Labor warranties are not applicable to software-as-a-service. Section 32, page 6 Certificates of Insurance DSI agrees to provide a minimum of 30 days’ notice prior to a reduction of coverage or cancellation of policies. Accepted Accepted Accepted Accepted Accepted Accepted 12 TAB 2 – Products / Pricing i.Offerors shall provide pricing based on a discount from a manufacturer’s price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer’s product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, they different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. ii. Include an electronic copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) •Manufacturer part # •Offeror’s Part # (if different from manufacturer part #) •Description •Manufacturers Suggested List Price and Net Price •Net price to Region 4 ESC (including freight) Media submitted for price list must include the Offerors’ company name, name of the solicitation, and date on a Flash Drive (i.e. Pin or Jump Drives). Dude Solutions Response: Electronic copies of Dude Solutions’ (DSI) price books for participating agencies are included with our response. iii. Is pricing available for all products and services? Dude Solutions Response: All eligible products and services are available in the included price books. iv. Provide pricing for warranties on all products and services. Dude Solutions Response: Dude Solutions makes it’s software-as-a-service available for access and use under the terms of its Master Subscriptions Agreement which includes our standard warranty; additional warranties are not applicable. v. Describe any return and restocking fees. Dude Solutions Response: Not applicable. 13 vi. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc. Dude Solutions Response: No additional discounts or rebates are applicable at this time, however, Dude Solutions may offer limited duration discounts and other specials may be offered periodically. vii. Describe how customers verify they are receiving Contract pricing. Dude Solutions Response: Dude Solutions’ Order Form will reflect the discounted price available to the participating entity. Dude Solutions utilizes a quote-to-cash process within its CRM system to manage all order transactions. The discount schedule is entered into the CRM system, making it easy for sales reps to include OMNIA and applicable pricing on client quotes. Sales reps select OMNIA as the purchasing partner and discounts are automatically applied to the products and services included in the quoted price on the Order Form presented to the participating entity. When an order is closed, DSI's Order Operations team confirms contract pricing when processing the order. An agreement is created for each order reflecting the applicable purchasing partner used by the client and this agreement flows to DSI's billing team for an invoice to be issued. Payments are recorded against this agreement, allowing DSI to efficiently report on transactions each quarter. Upon request, DSI will provide a copy of approved contract pricing to a Participating Agency to verify compliance. viii. Describe payment methods offered. Dude Solutions Response: Dude Solutions accepts multiple payment methods including: Check, ACH, Wire and Credit Card (Credit Card adds a 3% convenience fee). ix.Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. Dude Solutions Response: Full catalog pricing will be updated at least annually; new products and/or smaller pricing adjustments may be available on a quarterly basis. 14 x. Describe how future product introductions will be priced and align with Contract pricing proposed. Dude Solutions Response: Future product pricing may vary depending on the specific product offering but will generally be priced based on population or student enrollment. xi. Provide any additional information relevant to this section. Dude Solutions Response: While proposals will be generated using the approved price book at the time the proposal is created, outstanding proposals already issued may be honored for a reasonable period of time to accommodate purchasing processes that are in progress. Dude Solutions maintains the right to increase Subscription Fees and other applicable fees and charges in connection with each subscription renewal term. Subscription Fees for subscription renewals shall not exceed the pricing on file with Omnia at the time of the subscription renewal. Subscriber shall pay to DSI all fees specified in Order Forms. All Subscription Fees are nonrefundable and non-cancelable, and the Subscription Fee for such Service subscription shall be invoiced upon commencement of the Initial Term of a service subscription. Thereafter, DSI shall make reasonable efforts to invoice Subscriber for each applicable Subscription Fee sixty (60) days prior to its commencement. Unless subscriber provides written notice of termination in accordance with the Dude Solutions Master Subscription Agreement, Subscriber agrees to pay all fees no later than thirty (30) days after the receipt of DSI’s applicable invoice. Prices shown on Order Forms above do not include any taxes that may apply. Any such taxes are the responsibility of Subscriber. The Order Form is not an invoice. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Subscriber and included on the invioce. Tax exemption certifications can be sent to accountsreceivable@dudesolutions.com. 15 SYSTEM SPECIFICATIONS 1. Administrative System Topic Available Power user with full access from single log-in Yes Web access to administration Yes Multi-level security Yes User functional permission level displayed Yes Provides help text and error messages Yes Permits multimedia file attachments (word files, graphic images, audio or video clips) to records as work orders Yes 2. Asset System Topic Available Assets can be searched and filtered by location, category, asset ID, asset name, manufacturer, make, model , etc. Yes Provide a list of values for asset classification Yes Instant display of all assets, locations, classifications Yes Standard equipment templates Yes Allows warranty tracking Yes Lists outstanding jobs by equipment, asset class, location Yes 16 Lifetime labor and material costs per equipment, asset classification and location Yes Tracks historic total of maintenance costs per asset Yes 3. Work Order Management Topic Available Database of employees along with labor rate information Yes Database of vendors Yes Ability to capture labor hours, contract costs and material costs for each work order Yes Records equipment downtime Yes Charge multiple wage rates Yes Request dates and completion dates Yes Estimated and actual hours Yes Labor and material transactions for each work order Yes Work order tracking fields such as trade, work category, work type, problem, cost center project, status, priority, etc. Yes User-definable tracking fields Yes Easy interface to check work order status based on the users’ permissions Yes Search capacity on work order number or description key Yes System includes preventative maintenance and inventory modules that are fully integrates, as well as a connection to the facility scheduling module Yes 17 Automatic computation of work costs using labor rates in employee system Yes The Work Order Management system will integrate with the school site request and Asset Management system Yes Track tool usage against work orders Yes Tracks required permitting Yes Re-open closed work orders Yes 4. Material Management Topic Available Manage inventory items by category types: mechanical, custodial, tools and other Yes Tracks all inventory transactions, including issues, receipts, returns, adjustments, orders Yes Allows inventory to be issued work order Yes Tracks detailed information on inventory items, including unit of issue, on contract, supplier, fixed cost, tag number for tools, and backorder quality Yes Allows inventory items to be stored and tracked in multiple pools and by categories including aisle, bin number and reorder points Yes Integrates with the work order and preventative maintenance system Yes List of units of measure Yes 18 5. Technology Work Management Topic Available Staff originates work order requests for IT problems Yes Status of work orders can be continually monitored by staff Yes System routes requests to proper technician using configurable work flow Yes The work order management provides for tracking of labor and parts for each incident Yes Warranty of technology items are continually monitored Yes 6. Preventative Maintenance Topic Available Schedule PM by elapsed days Yes Schedule PM by calendar date Yes Schedule PM by usage Yes View labor, material and tool cost for anticipated tasks Yes Tracks all scheduled maintenance Yes Creates recurring maintenance schedules on a daily, weekly, monthly or annual basis Yes Stores schedule templates for quick creation of frequently used schedule Yes Tracks equipment information, including manufacturer, model and serial numbers, in and out service dates and warranty Yes 19 Automatically generates PM work orders through an integration with work order system Yes Displays upcoming scheduled work in a calendar format for resource scheduling Yes 7. Budget Management Topic Available Allows district to establish budget code format Yes Permits flexible budget terms and budget periods Yes Provides for flexible budget hierarchies Yes Analysis is provided for costs vs. budget per budget period and year-to-date Yes Facilitates the creation of long-range capital plans and budget plans Yes Manages capital projects and expenditures related to deferred maintenance, deficiencies and corrections Yes 8. Reports Generation Topic Available Category: Summary or detailed reports by_________ Work category Yes Location Yes Budget Yes 20 Employee Yes Cost by work category Yes Transactions on work category Yes Outstanding work Yes Workloads and assignments Yes Status of work Yes Category: Standard Inventory Reports Summary or detailed reports by __________ Issued inventory Yes Returned inventory Yes Supplier reports Yes Category: Standard Preventative Maintenance Reports Summary or detailed reports by __________ Projected parts and supplies reports Yes Estimated PM labor reports Yes Forecasting labor report Yes Corrective vs. preventative maintenance report Yes Category: Standard Facility Scheduling Reports Summary or detailed reports by __________ 21 Location Yes Organization Yes Schedules Yes Budget Yes Invoices Yes Reminders Yes Category: Standard Utility Reports __________ Cost per Square foot Yes Use by building comparison Yes Cost by building comparison Yes Use/square foot by building Yes Cost/square foot by building Yes Energy savings report Yes Load factor report Yes 9. Utility Tracking System Topic Available Ability to manage all utilities including electric, gas, water, sewer, fuel oil, propane, trash, waste, telephone and other utilities Yes Tracks essential account, vendor building and user information Yes 22 Tracks basic utility billing determinants on monthly bills for each account and/or meter including billing periods, billing period consumption, billing period cost and average period unit cost. Bills are to be tracked by month, year and building Yes Ability to track user-defined data such as hours of use, number of occupants, etc. Yes Provides use and cost budget function for monthly and annual budget analysis Yes Customizable user-defined advanced utility bill determinants including power factor, time-of-use, taxes, service charges and deregulated bill determinants Yes Performs current versus baseline comparisons including application of weather normalization for more accurate comparison of utility data from year to year. Weather normalization is performed by matching daily weather degree-days with actual billing periods of utility bills, Degree data is automatically uploaded into Utility Direct from the National Weather Service on a monthly basis Yes Easily exports data to any spreadsheet format Yes Provides virtual and sub-meter tracking. Sub-meter tracking will support the internal chargeback processes Yes Utility bill validity checking with multiple parameter analysis Yes 10. Facility Scheduling System Topic Available Multiple routing rules for event approval Yes Automatically routes usage request requests to approval managers Yes Database of areas available for after hour usage Yes 23 Handle events with multiple dates with repeating patterns as well as random series of events Yes Tracks facility usage costs and automatically generates invoices Yes Enables event requesters to check facility availability and submit usage requests online Yes Displays scheduled events on calendar Yes Multiple levels of security Yes Email notifications to support personnel Yes Billing and rental administration Yes 11. Wireless/Mobile Management Topic Available Enables mobile workers to receive, process and complete work via a wireless/mobile device Yes Enables mobile workers to record transactions for labor hours Yes Enables mobile workers to search and sort and sort through their work orders Yes 12. Trip Planning and Management Topic Available Requesters can easily submit trip requests and check request status online Yes Automatically routes trip request to approval managers Yes Tracks availability and manages scheduling of vehicle and drivers Yes 24 Displays scheduled trips on interactive calendar Yes Tracks all trip related costs Yes 13. Information Technology Asset Management Topic Available Gathers and reports information about computer assets on your network, including hardware, software Yes Network discovery scans provide an inventory of hardware and software Yes Monitors assets at the component level and generates alerts for missing assets Yes Generates alerts for software license agreement violations and unauthorized software installations Yes 25 TAB 3 – Performance Capability i. Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners. Dude Solutions Response: Detailed Response to Appendix D, Exhibit A included in this TAB. ii. The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed exceptions to OMNIA Partners Administration Agreement on Appendix B, Terms and Conditions Acceptance Form. Dude Solutions Response: DSI has reviewed Appendix D, Exhibit B and agrees to execute in the event of an award. DSI proposes an Administrative Fee of 2% which continues the rate established under Contract Number R161802 be included in Clause 12. iii. Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance. Dude Solutions Response: Completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance included in this TAB. iv. Describe how Offeror responds to emergency orders. Dude Solutions Response: Not Applicable v. Describe Offeror’s return and restocking policy. Dude Solutions Response: Not Applicable. 26 vi. Describe Offeror’s ability to meet service and warranty needs. Dude Solutions Response: Dude Solutions Master Subscription Agreement (MSA) specifies our ability to meet service and warranty needs: 3.3 Service Levels. DSI shall use commercially reasonable efforts to make the Service available 99.9% of the time for each full calendar month during the Term, determined on a twenty-four(24) hours a day, seven (7) days a week basis (the “Service Standard”). Service availability for access and use by Subscriber(s) excludes unavailability when due to: (a) any access to or use of the Service by Subscriber or any Account User that does not strictly comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber’s delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Subscriber’s or its Account User’s Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with Internet service or Non-DSI Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the Service by DSI pursuant to the terms of the Agreement. “Scheduled Downtime” means, with respect to any applicable Service, the total amount of time (measured in minutes) during an applicable calendar month when such Service is unavailable for the majority of Subscribers’ Account Users due to planned Service maintenance. To the extent reasonably practicable, DSI shall use reasonable efforts to provide eight (8) hours prior electronic notice of Service maintenance events and schedule such Service maintenance events outside the applicable business hours 7.2 Warranties of the Dude Solutions, Inc. (DSI) Master Subscription Agreement. (a) DSI represents and warrants that during the applicable subscription Term that Service will perform materially in accordance with the applicable Documentation. For any breach of this warranty in Section 7.2(a), Subscriber’s exclusive remedy and DSI’s entire liability shall be as described in Section 6.2 (Termination). (b) DSI represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 7.2(b), Subscriber’s exclusive remedy and DSI’s entire liability shall be the re-performance of the applicable Professional Services. 27 Additional information regarding DSI’s warranties, including limitations and disclaimers, can be found in the Dude Solutions, Inc. Master Subscription Agreement. vii. Describe Offeror’s customer service/problem resolution process. Include hours of operation, number of services, etc. Dude Solutions Response: Dude Solutions Client Support is simply the best in the business, and we have a measured client satisfaction rating of 97%. We also capture client satisfaction with our products and services using a Net Promoter Score (NPS). The industry average for SaaS companies is 32 and out clients rated us a 45. Dude Solutions support is available Monday - Friday from 8am - 6pm EST. Clients can reach out through phone, email, or in product chat options. Our goals are to respond to support emails within an hour, answer the phone within 3 rings, and provide immediate access through live chat. Any support requests submitted after business hours are responded to the next business day. We also offer all users access to our 24x7 Community Resource Hub where clients can find product documentation, video and training guides. Dude Solutions support team can be reached using the options below: x 1-877-655-DUDE (3833) x support@dudesolutions.com x Chat with a live person using the Live Chat button at the bottom of every product page In addition, our team has served over 12,000 clients helping to implement preventive maintenance, work order processing, help desk management, IT asset management and facility scheduling solutions. We have gained a wealth of knowledge and best practices from our experience in the industry and implementing solutions. viii. Describe Offeror’s invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cards/p-cards. Dude Solutions Response: After the proposal is signed, new subscribers are set up in our systems and are provisioned. The invoice is then created and emailed to the subscriber. If the subscriber requires 28 a PO on the invoice, and provides that up front, we will add that to the invoice as well. Renewals are sent out 60 days in advance of their expiration date and are due net 30 terms. If the client requires a PO to be noted on the invoice, and provides that up front, we can send a quote first but otherwise we sent invoices via email. A 3% convenience fee will be added to credit card/p-card transactions. ix. Describe Offeror’s contract implementation/customer transition plan. Dude Solutions Response: At a high level, Dude Solutions follows a simple, tried and trusted Implementation Process. Below are the phases / steps: 1. Planning - This includes an orientation meeting to define roles, identify critical business goals and map out your implementation process. We may also begin initial data collection and review in this stage. 2. Onboarding - Now, implementation begins with product training through interactive classes, online help content, 1:1 consultative sessions and support as you need it to build your account (and even soft launch it). 3. Go-Live - Start using your product to reach your goals, while we ensure all key milestones have been executed and continue to offer ongoing support and training. You and your team will have continual access to unlimited interactive online classes, as well as a project collaboration tool for implementation management. x. Describe the financial condition of Offeror. Dude Solutions Response: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. xi. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality. Dude Solutions Response: Dude Solutions website: https://www.dudesolutions.com/ 29 Dude Solutions website is built to be a resource hub for current and future clients. Our website contains: x 24x7 Community Resource Hub which includes help content including videos, FAQs and step by step guides for each product offering https://help.dudesolutions.com/Content/Home/Home.htm x Contact information for our support and sales teams x Ability to submit a question to our support team x Company background and current industries served x Access to webinars, podcasts, other resources x Product information x Partner details xii. Describe the Offeror’s safety record. Dude Solutions Response: Dude Solutions has not incurred any safety incidents in the past 2.5 years. xiii. Provide any additional information relevant to this section. 30 Exhibit A Response for National Cooperative Contract 1.1 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.2 Requirement The Region 4 Education Service Center (“ESC”) (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Facilities Management Software and Solutions. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non- profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. 31 All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners. These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 1.3 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support. The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: 32 A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration 33 1.4 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $20 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners. 1.5 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g. governing law) are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and OMNIA Partners shall agree without being in conflict with the Master Agreement. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to- exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result 34 of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired1.6 1.6 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B.Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.1 REPRESENTATIONS AND COVENANTS As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. 2.2 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) 35 the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. Dude Solutions Response: DSI acknowledges section 2.2 and agrees that Master Agreement will be a primary “go to market” strategy for Public Agencies. DSI agrees to enter into an agreement as acknowledged elsewhere in our response. Executive Corporate Sponsor: Brian Benfer, SVP Sales Brian.benfer@dudesolutions.com 1-877-655-3833 National Account Manager: Melissa Buchanan, Contract Manager Melissa.buchanan@dudesolutions.com 1-877-655-3833 2.3 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. Dude Solutions Response: DSI agrees to make commercially reasonable efforts to ensure all pricing is in compliance with the Master Agreement. 2.4 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, 36 engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. Dude Solutions Response: DSI agrees to make commercially reasonable efforts to ensure support the sales commitment stated in section 2.4. 3.0 SUPPLIER RESPONSE Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 3.1 Company A.Brief history and description of Supplier to include experience providing similar products and services. Dude Solutions Response: Dude Solutions is a leading software-as-a- service (SaaS) provider of operations management solutions to government, education, healthcare, senior living, manufacturing and membership-based organizations. Since 1999 (21+ years) Dude Solutions has inspired clients to create better work and better lives. We combine innovative, user-friendly technology with the world’s smartest operations engine, empowering operations leaders to transform the most important places in our lives. Today, more than 12,000 organizations use our award-winning software to manage maintenance, assets, energy, safety, IT, events and more. With more than 7,000+ education institutions and 1800+ government clients, Dude Solutions is the nation's leading provider of on-demand operations management solutions designed exclusively for the unique needs of educational and public sector professionals. Backed by the industry's only Legendary Service Program, Dude Solutions broad suite of online applications is revolutionizing the business of managing educational operations and assets. Our on-demand tools for operations management offer easy to use, affordable solutions to help both small 37 and large organizations save money, increase efficiency and improve services. For more information about Dude Solutions, visit https://www.dudesolutions.com/. B.Total number and location of salespersons employed by Supplier. Dude Solutions Response: Total number of salespersons – 140 Cary & Poulsbo, WA– 104 Other Countries (India, UK, Australia) - 36 C.Number and location of support centers (if applicable) and location of corporate office. Dude Solutions Response: Dude Solutions has two (2) office locations in the United States: Location Address Corporate Office Cary, NC 11000 Regency Parkway Suite 400 Cary, NC 27518 Poulsbo, WA SmartGov Support 19362 Powder Hill Pl NE, Poulsbo, WA 98370 D.Annual sales for the three previous fiscal years. a.Submit FEIN and Dunn & Bradstreet report. Dude Solutions Response: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Dude Solutions FEIN - 56-2174429 Dude Solutions Dunn & Bradstreet # 01 097-1658 38 E.Describe any green or environmental initiatives or policies. Dude Solutions Response: DSI employees have the option to work from anywhere on a consistent basis. Often times, this is from a home office which requires no commute to the workplace. Our global offices, where appropriate, utilize communal transportation methods and in some GO’s are able to bike into the office when it’s situated within a convenient distance. Our client-based travel has been reduced to in-person meetings only when required and we utilize teleconferencing options to accommodate otherwise. Our Headquarters office is a BOMA BEST® national green building certified compliant building. All of our new renovations are up to the standard efficiency codes of the city including motion censored/energy-efficient lighting, paper-free drying methods in wash rooms, and condensed HVAC hours of operation. In addition, Dude Solutions "Green Dude" club was established with the mission to bring awareness of our impact on the environment and inspire positive change through the education of our employees. The guiding principles for this organization include educating employees on sustainability best practices, introducing employees to energy-saving options at work and at home, and striving to minimize waste both within the club as well as the company. All of our brick and mortar locations have a contracted service that removes recyclables from our locations. We only purchase recyclable utensils and paper products and have provided all employees with reusable water and coffee receptacles to cut back on recyclable production. F.Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. Dude Solutions Response: Dude Solutions does not currently utilize diverse partners through our Master Agreement, however, we support a diversity & inclusion program internally. Our mission is to continue building a diverse and inclusive culture – Promoting 39 belonging within Dude Nation is every Dude’s responsibility. As a global workforce, we understand that there is no one kind of Dude. We are a multicultural, multigenerational company working together to empower our clients and employees to do the best work of their lives. Included in this program are several resources groups including: Hues of Dude, Pride Resource Group, Veterans Resource Group and the Good Dude. G.Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response: a.Minority Women Business Enterprise Yes No If yes, list certifying agency: ___________________________________ b.Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Yes No If yes, list certifying agency: ___________________________________ c.Historically Underutilized Business (HUB) Yes No If yes, list certifying agency: ___________________________________ d.Historically Underutilized Business Zone Enterprise (HUBZone) Yes No If yes, list certifying agency: ___________________________________ e.Other recognized diversity certificate holder Yes No If yes, list certifying agency: ____________________________________ H.List any relationships with subcontractors or affiliates intended to be used N 40 when providing services and identify if subcontractors meet minority- owned standards. If any, list which certifications subcontractors hold and certifying agency. Dude Solutions Response: Our delivery partner, Alpha Facility Solutions, holds an SDVOSB (Service Disabled Veteran Owned Small Business). I.Describe how supplier differentiates itself from its competitors. Dude Solutions Response: Designed for Education – Unlike other providers, Dude Solutions offers the only online tools designed specifically for schools, universities and government organizations. The logic, the workflow, the processes and the language built into our tools meet the unique challenges of the education and government environment — making them intuitively easy to learn and use. That’s why support staff, administrators, teachers, and technicians love us. Market Leadership – We are currently the #1 solution for educational facility management now serving over 7,000 educational clients and many states. We estimate that over the previous 4 years, 7 out of 10 educational institutions who decide to purchase a facility management solution have purchased Dude Solutions. Software as a Service (SaaS) model which offers a 70%+ decrease in the total cost of ownership compared to legacy systems. Low Risk to Implement – The infrastructure is already built and it’s proven and operating at measured and logged 99.99% reliability factors. Dude Solutions has invested millions of dollars in backup procedures, system monitoring, redundancy, disaster recovery, security, and scale so that you don’t have to. Fast Implementation – Up and running with our tried and tested implementation methodology. Connected Suite – Our suite of on-demand solutions closely matches the requirements of the RFP and they work together. 41 Other modules beyond the RFP scope are offered which can offer greater benefit and return on the initial investment. The Support – Dude Solutions’ legendary support is vital to the success of our clients. We strive for our clients to be successful rather than just satisfied. Our support team is dedicated to providing legendary support which is demonstrated by answering the phone by a live person each and every call, responding to emails within 1 hour and providing lifetime training for our clients. The Team – Our team has unmatched experience in providing innovative technology to educational institutions and government organizations nationwide. Our expertise has guided us to build the application services that we know you need, but that you have rarely been able to provide in the past. Now, you can have technology, business and facility management applications that are managed in a secure and reliable environment with support and services from a technology partner that knows your business. We have built our suite of SaaS operations management services in an environment that allows us to provide you with unprecedented levels of service and reliability at an affordable price. J.Describe any present or past litigation, bankruptcy or reorganization involving supplier. Dude Solutions Response: Dude Solutions, Inc. has no past or present litigation, bankruptcy or reorganization. K.Felony Conviction Notice: Indicate if the supplier a.is a publicly held corporation and this reporting requirement is not applicable; Dude Solutions Response: No b.is not owned or operated by anyone who has been convicted of a felony; or Dude Solutions Response: Dude Solutions is not owned or operated by anyone who has been convicted of a felony. c.is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. 42 Dude Solutions Response: No L.Describe any debarment or suspension actions taken against supplier Dude Solutions Response: Dude Solutions Inc. has no past or present litigation, suspension or debarment actions. 3.2 Distribution, Logistics A.Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier. Dude Solutions Response: Each product and service offering is described below; Asset Essentials Asset Essentials is a cloud-based maintenance platform developed for education maintenance operations management, whether your maintenance needs are daily, monthly or annually. With our software, users can initiate, assign and track the progress of maintenance work orders; manage assets and equipment; develop advanced workflows with preventive maintenance (PM) scheduling; create steps for audits and inspections; upload and categorize safety program documentation; manage work order parts; and assist with purchasing/requisition management. In addition, Asset Essentials has functionality for document management, reporting and mobile capabilities. Workflow Management x Work order request management x Automatic request routing x Location/asset-based work orders x PM calendar scheduling x Custom fields for organization-specific work order information x Job planner/calendar view for technicians x Work order prioritization Work Tracking & Monitoring x Ability to bulk update work orders 43 x Automated email notifications for work assignment based on asset, work type, location and more x Automatic work order scheduling based on PMs x Audit trail and log tracking x High-level project tracking Equipment/Asset Management x Cost tracking and repair history for total cost of ownership (TCO) decision-making x Calendar/meter reading tied to PM scheduling x Supplier/vendor tracking at asset level Mapping x Base map of your institution’s geographic area x View and manage your work orders on a map view x Create work orders and visually pin them to their appropriate location x Switch between street and satellite views x Filter work orders by priority, status, work category and more Asset Management x Holistic view so you can effectively manage work and assets inside and outside x the building x Manage your work orders, GIS assets and maintenance activity in one place x Leverage ESRI ArcGIS integration to manage and maintain GIS assets x View your upcoming workload spatially to measure and plan routes x Prioritize work using insights from your GIS data x Connect work orders to your GIS assets x Update work in real time on iOS and Android devices (see mobile app and version requirements) x Audits & Inspections x Create steps for audit and inspection completion x Access easy-to-use Audit & Inspections feature in mobile app x Attach notes and photos to audit and inspection steps 44 Asset Register x Centralized database of all assets across all asset classes x Tracking any attribute associated with an asset (i.e. condition, estimated replacement date, purchase date, criticality, category, etc.) Safety Programs x Upload and categorize safety program documentation x Assign team member to audit documentation to ensure it’s current and compliant x Attach documentation to work orders and preventive maintenance x Work Order Parts & PO Management x Work order parts inventory, including physical count x Just in time (JIT) inventory x Purchasing/requisition management Reporting & Analysis x Predefined dashboard with KPIs, reports and charts x Budget tracking based on historic data and projections x Print/export to Excel, create PDF for reporting x Data analyzer tool Mobile App x Supported on iOS and Android devices (see version requirements) x Download free from Apple App Store or Google Play x Bar code and QR code capabilities for more efficient work order, asset and parts management Document Management x Attach documents to assets and work orders x Supported formats include PDF, Microsoft Word, Excel, plain text Asset Essentials Inventory 45 x Track your inventory & supplies through streamlined processes for part transactions, x Work order parts management, purchase ordering and cost analysis. x Detailed Part information x Barcoding x Transactional Part History x Inventory Location Management x Work Order Parts Management (Reactive and Preventive) x Purchase Order workflows x Physical Counts x Reporting x Notifications: when a part reaches reorder point or minimum quantity Connector Toolkit x The Connector Tool is an on-premises tool installed on your in-house device that x Assists in batch imports and exports of CSV files. A Client Services Center consultant will help guide you through the installation and startup process plus a sample file demonstration. All you need to take this training course is an Internet connection. Safety x Upload and categorize safety program documentation x Assign team member to audit documentation to ensure it’s current and compliant x Attach documentation to work orders and preventive maintenance MaintenanceEssentialsPro MaintenanceEssentials Pro™ is the leading cloud-based facilities management solution for education operations that simplifies the work order and preventive maintenance process, helping you streamline work order request generation, completion status tracking and reporting. MaintenanceEssentials Pro allows you to create, assign and manage recurring maintenance tasks more efficiently and 46 be a better steward of your institution. In addition, MaintenanceEssentials Pro has functionality for mobile capabilities. Corrective Maintenance x Submit work order requests from anywhere x Automatic request routing x Work order ranking and prioritization by project, location and budget x Include budget codes, projects, equipment, labor and purchases with work orders x Attach files to work orders for quick reference Preventive Maintenance x Recurring maintenance and PM tasks x Cost reduction by 2 to 10 cents a square foot x Reduce emergency work orders by 60% x Interactive calendar for resource scheduling x Equipment tracking Mobile Applications x Easy access to work orders x Accurately track time-on-task x Attach files to work orders from your mobile device Operations Dashboard x Business Intelligence (BI) reporting directly from Dude Platform x Benchmark your progress x Compare your performance to others in your region x KPIs automatically generate into an executive PowerPoint format Inventory Direct Inventory Direct is a cloud-based inventory management solution that tracks all inventory transactions. Streamline the process of requesting, ordering, and tracking supplies and tools and allocating supplies to upcoming work requests. Key Features x Manages inventory items by various category types 47 x Allows inventory to be issued to a location, project, person, or work order x Enables users to batch approve and issue inventory items to a specific request x Includes catalog for easy viewing and selecting inventory items to purchase x Integrates with MaintenanceEssentialsPro to track inventory items required for preventive maintenance tasks x Features online requests for inventory and supplies x Automatically emails requesters their request receipts x Sends email notifications on what was approved, denied, or on back order x Complete transactions of issue, receipt, and other tasks with any handheld device Budget x Tracks all material transactions such as receipts, returns, and adjustments x Assigns stock pools to see what is low and replenish as needed x Adjusts cycle counts and tracks why changes occur in re- inventories Reporting & Documentation x Displays list of items that need to be reordered, including supplier and suggested reorder quantity x Tracks detailed information such as unit of issue, contract status, and tag number x Generates detailed reports and graphs Connect Authenticate Connect Authenticate is an Active Directory Federation Services Single Sign-On (ADFS SSO) solution that allows users to securely access Dude Solutions applications by using the same secure credentials they use to connect to their organization’s network. Users connect to their organization’s network, and the network then authorizes them to use the Dude Solutions products with the use of Security Tokens. When a user accesses a Dude Solutions product, 48 they will be redirected to another site that you determine and will provide their designated network metadata to log in, eliminating the need for a Dude Solutions-specific password. Critical Alarm Automation Critical Alarm Automation is a building automation alarm solution that integrates with MaintenanceEssentialsPro. Automatically filter ‘nuisance’ alarms, generate work orders within MaintenanceEssentialsPro, and escalate critical alarms to appropriate personnel. Productivity x Provides intelligent filtering, reducing erroneous alarms x Includes template to auto-fill work orders with information such as building, craft, trade, and specific equipment x Automates work order generation in MaintenanceEssentialsPro, reducing data entry x Colors critical alarm work orders green to help with searching and reviews x Verifies response to alarm notifications Communication x Escalates critical alarms to next person in line, if not reviewed within specific timeframe x Utilizes ASHRAE BACnet or Tridium NiagaraAX platform standards and/or standard email x Integrates with MaintenanceEssentialsPro for efficient data exchange Reporting & Documentation x Tracks and documents all critical alarms within the system x Generates customizable, detailed graphs and reports illustrating alarm history Capital Forecasting Capital Forecasting is a cloud-based budget projection solution developed to create an accurate list of future maintenance needs. Users can 49 accurately allocate resources for future work orders up to 30 years in advance by inputting information on existing asset lifecycles, facility condition assessments (FCAs) and work order history. This data is used to generate reports for key stakeholders to prove the value of work and the need for funding. Capital Predictor Capital Predictor is a cloud-based budget projection solution developed to create an accurate list of uture maintenance needs. Users can accurately allocate resources for future work orders decades in advance by inputting information on existing asset lifecycles, facility condition assessments (FCAs) and work order history. This data is used to generate reports for key stakeholders to prove the value of work and the need for funding. Prediction Modeling Apply service-based life cycle degradation paths and proven proprietary algorithms at component, specific asset, asset type or asset class level, enabling accurate forecasting of the health of your entire network; monitor the effects of maintenance and treatments applied. Live Data & Reporting Improve efficiency exponentially by sharing accurate, digestible and up-to-date asset management reporting outputs — no training or software installation required. Visualization Integrations REST APIs and data connectors integrate seamlessly to GIS, BI and analytics engines to bring your asset management plans to life and engage your audiences. Integrate multiple input sources and create a unified, informed story. Comparison Reporting Forecast changes to future condition and service levels of every asset in your portfolio given decreased, fixed or increased funding. Inform capital investment decision-making to maximize asset health with accurate scenario modeling across treatment types, intervention points, funding levels required and more. 50 Work Planner Work Planner for Capital Predictor is an ArcGIS Pro Add-In that enables project planners to select assets and treatments from Capital Predictor’s optimized long-term plans on a map and bundle them together into projects. This intuitive project building tool helps planners refine modeling outcomes and apply logic and local knowledge when planning infrastructure projects across multiple asset types within street and utility corridors, such as water, pavement, stormwater and sewer. Energy Manager Energy Manager is a cloud-based platform that creates unprecedented clarity into your utility bills and identifies areas of cost and consumption savings while improving your facility’s conservation programs. With your organization’s utility bills centralized, savings opportunities are easily visible by identifying possible billing errors and low performing buildings. In addition, Energy Manager moves beyond traditional utility bill accounting to enable true energy management, including measurement and verification of capital projects, near real-time utility data collection and engagement of building occupants, while seamlessly setting the stage for data-driven discussion on how energy is used in your portfolio and how to use it more efficiently. Key Features x Track and monitor utility bills and compare usage data x Quickly view high-level trends, cost and usage, view historic utility data and track ENERGY STAR rating with ENERGY STAR Sync via Dashboards x Configurable views, reports, searches and graphs x Report on use/cost, carbon emissions, budget data, avoided cost and weather x Build custom reports based on utility bill information, use and cost rankings, and historical use/cost x Using IMPVP standards, measure and verify use and cost savings while taking weather and relevant factors into account x Create custom walkthroughs and steps to perform x Create and manage Special Event Checklists and/or shutdown procedures 51 x Create O&M tickets to track energy maintenance issues x Create Capital Projects to track and measure against actual usage x Energy Star Sync x Create an ongoing sync of your data from Energy Manager’s database to Energy Star to see how you stack up with similar facilities and for compliance purposes, if needed. Public Billboards Ability to broadcast select reports and/or KPIs to external stakeholders and/or the community to show progress on ongoing energy efforts and show stewardship of valuable tax dollars. These are designed to be shared on public kiosks, large screens, computer monitors, tablets and more. Utility Bill Population Dude Solutions team populates your bill data into your Energy Manager database, thus reducing the amount of staff time needed to type or upload bill data and free you up to focus on more strategic items. Utility Bill Population & Management Dude Solutions team populates your bill data into your Energy Manager database, thus reducing the amount of staff time needed to type or upload bill data and free you up to focus on more strategic items. In addition to the populating your bill data, the Dude Solutions team will investigate any anomalies on the client's behalf to correct errors and prevent future mistakes made by utility providers. Interval Data Recording & Management Ability to see near-real time data (15-minute intervals of the day prior, or whatever the utility can provide) on your organization’s usage. Identify and act upon waste before it appears on next month’s bill and affects your budget. EventEssentials Pro EventEssentials Pro is a cloud-based collaborative event management solution that simplifies the facility scheduling and 52 community use process, providing your educational institution with tools to process online payments and data to benchmark progress, plus the best practices coaching necessary to guide your team to success. Key Features x Recoup approximately $18 per student by implementing a cost recovery program and improving coordination of support resources x Automate the scheduling process and eliminate scheduling conflicts, ultimately saving your staff’s time and maximizing your building’s efficiency x Community Use x Improve customer service by automating communication and feedback with community members using an online portal for all event requests x Recover $5 per student annually and 10 minutes per event by improving efficiency and communication with external groups x Online Payments x Save valuable time and money through a new online payment system. Online payments improve collections by 10% and save $2 per student per event. TripDirect Dude Solutions Trip Planning is a cloud-based trip planning and management solution that streamlines the educational trip workflow process. The solution is accessible via connection to the internet (see Technical Requirements). Each user will be given access via Dude Solutions Single Sign-On (SSO) credentials. From the central dashboard, users can manage requests, track trip-related costs for budget support, automate notifications for departments and provide reporting assistance. Trip Management x End-user trip request submission with status updates x Automated routing for trip requests to approval managers x Print trip consent forms x Manage driver and vehicle scheduling x (Optional) score drivers by hours, overtime and tenure 53 Budget Support x Support budgeting data x Track trip-related costs, including: x Driver wages x Mileage x Purchase Event Manager Event Manager is a cloud-based platform that helps you schedule, organize and promote all of your organization’s events from start to finish in one system. From the time a facility request comes in to when you’re running reports on the event afterward, Event Manager is your easy-to-use, centralized system for every task. The solution simplifies the approval process for facility usage requests, streamlines staff workflows to drive efficiencies, eases the promotion of events and facilities to amplify community engagement, and organizes billing to maximize cost recovery, all while compiling data you can use to confidently report on your events and drive future decisions. Scheduling & Publishing x Master calendar with private and public calendar sites x Upload specific schedules, such as classes and/or athletic events, to reserve space x Customizable color, fonts and logos to match your branding x Event filtering by category, location and/or keywords x Registration and ticketing for paid or free events x Event promotion via email or social media with built-in designs x SEO-friendly with Google Analytics integration available x Social referral features for many of the largest social media channels Event Management x Check availability based on locations or time x Include setup and breakdown times x Customize the workflow for internal event approval process 54 x Manage tasks in relation to specific events while pulling in the proper service providers x Online payment using our preferred providers: Stripe, PayPal and more x Pre-selected options for rooms/sites to be configured upon arrival of rented space x Create, send and track invoices x Establish fee packages based on organization type x Community Use x Request portal for community requests to utilize your institution’s facilities x Ability for community to search using keywords x Custom branding to best highlight your facilities availability for public usage Help Desk Incident is a powerful, online technology incident and help desk management tool that streamlines the entire technology workflow process, from Help Desk request to resolution. Key Features x Manages incidents for computers, audio visual and telecomm equipment x Enables requesters to submit incidents and check status online x Features enhanced routing with programmable logic for managing and automating incident approval and assignment x Helps requesters identify problems at point of request through troubleshooting questionnaires x Features work queues to group requests by problem type and automatically route and assigning incidents x Enables easy import of existing inventory of IT assets x Tracks detailed asset information including assignment, history, configuration, related incidents and default priority x Includes online IT discussion board for peer problem solving and role-based public knowledge base for requester self-help x Integrates with EventEssentialsPro (sold separately) to enable requesters to submit technology requests for event setup 55 x Integrates with MaintenanceEssentialsPro work order management system (sold separately) to provide "one stop shopping" for staff to submit either facility or IT work requests Insight Dude Solutions' Insight takes out the need for manual entry with agentless, automated discovery and inventory management. Our solution creates a seamless, simple way to keep track of all the assets on your network without the added bulk of individual agents on devices. The Insight PAD initiates two major back-end processes: Discovery and inventory. Discovery – The process of identifying devices on a network by detecting all of its live IP addresses using ICMP/PING and Nmap Port Scans Inventory – The classification and cataloging of discovered devices and collecting details on the device itself, such as the serial number, installed software and hardware details for the asset SmartGov SmartGov is a browser-based software-as-a-service (SaaS) solution that securely manages and streamlines processes at every stage of engagement. With automated, mobile-enabled technology, simplify access and processes for citizens and commerce surrounding new business startups, buildings and construction, community expansion, property valuation and more. Permitting, Planning & Zoning x Centralize permit and project data x Monitor contractor license information x Automate workflow and approval process x Define an unlimited number of permit and project types x Collaborate internally between departments or externally with clients x Calculate fees automatically, including late NSF penalties 56 x Attach notes, scanned images and electronic files to a permit or project x Manage special zoning and conditional requirements x Assign inspections based on geographical area, violation type or inspector workload x Integrate with existing GIS systems Licensing x Manage licensing from new applications to renewals and expirations, including timelines, fees and inspections x Issue business licenses x Generate notice letters for applicants x Enable online application submittal and fee payment x Allow for expirations or blocking of permit and inspection requests x Enable users to view business license history Electronic Plan Review x Paperless processing of all plan reviews and reporting x Enable workflows, task routing, approvals and digital plan review functionality x Concurrent review by multiple users in real-time x Track changes and revisions throughout the lifecycle x Add markups, comments and time-stamps to drawings x Attach code references to comments and generate code reference/ comment documents x Store frequently-used comments x Compare multiple versions of drawings with overlay and side- by-side view x Integrates with Bluebeam seamlessly to bring in all comments and markups across all reviewers Code Enforcement x Automate enforcement, from complaint submittal to resolution x Centrally track and manage unlimited case types, code violation activity and deadlines x Assign inspections based on geographical area, violation type or inspector workload 57 x Track investigations, hearings and legal actions x Automatically calculate violation fines x Attach notes, scanned images and electronic files to a case x View case resolution and create a permanent case history x Integrate with existing GIS system Inspections x Unify automated workflows, task lists, scheduling and note- taking x Define inspection types x Create checklists of actions for each inspection type x Assign inspection types and checklists to every project, permit, case or license x Schedule inspections based on geography, type or inspector x Track every inspection as part of a permanent digital record x Sort, query and access records easily, from anywhere at any time Mobile x Full suite of permitting tools in the field via any laptop, tablet or smartphone x Document updates or code issues and communicate them with co-workers and clients in real time Map Integration x Enable visualization of any number of GIS layers alongside permits, projects, x inspections and code enforcement cases with an ArcGIS integration x Five Esri GIS layers included: parcel boundaries, sewer or water lines, school districts, floodplain boundaries and zoning districts. Additional GIS layers are optional. x GIS layers can be displayed in conjunction with the standard base maps included as part of the core feature set x Display inspection search results and enforcement actions as a point on a map x Navigate existing cases and initiate new cases starting from a map 58 Public Portal x Submit permit applications, including digital documents, digital plans, fee payments and inspection requests View the status of permits, inspections and violations x Print reports and required forms x Access fee information x View daily and pending inspection schedules, as well as year- to-date metrics x View and respond to digital plan markup and comments x Review real-time plan check comments and inspection result Online Payments x Define fee types and rates available online x Assess fees and invoice for payment x Receive partial or full payments and issue partial or full refunds x View transaction history x Integrate with payment processors and Financial Management Systems x Manage security and uptime to allow for payments 24/7 Equipment Data Gathering Equipment Inventory Data Gathering is performed through the conduction of staff interviews and physical onsite data gathering. These onsite activities are done in conjunction with a Certified Dude Solutions Provider (DSI Service Provider). All Equipment Inventory Data Gathering services include the following deliverables: x Collection of major equipment items for populating your Dude Solutions Work & Asset Management solution. x Import major Equipment Items into client’s Dude Solutions Work & Asset Management solution. x No report will be provided. Facility Condition Assessment Dude Solutions’ (DSI) facility condition assessment (FCA) is a visual assessment evaluating the facility systems based on the following 59 Standard Scope of Work (SOW). This FCA service will collect data on major facility assets, as well as provide narratives that summarize assessment observations and comments. An inventory of Equipment Items as well as a forecast model of upcoming System/Sub-System replacements will be imported into DSI’s work & asset management and capital forecasting solutions respectively. B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Dude Solutions Response: Dude Solutions is a SaaS software company and we host our solutions in the cloud giving users the ability to access from anywhere, anytime with any device that can connect to the internet. This delivery method also allows us to deliver implementation and training services remotely to clients. We also offer onsite, in-person delivery options for our products. Dude Solutions will make products and services available to members in all 50 States in the event of an award. C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. Dude Solutions Response: Dude Solutions holds itself accountable to high internal standards. Dude Solutions utilizes a quote-to-cash process within its CRM system to manage all order transactions. The discount schedule is entered into the CRM system, making it easy for sales reps to include OMNIA and applicable pricing on client quotes. Sales reps select OMNIA as the purchasing partner and discounts are automatically applied to the products and services included in the quote presented to the participating entity. When an order is closed, DSI's Order Operations team confirms contract pricing when processing the order. An agreement is created for each order reflecting the applicable purchasing partner used by the client and this agreement flows to DSI's billing team for an invoice to be issued. Payments are recorded against this agreement, allowing DSI to efficiently report on transactions each quarter. Upon request, DSI will provide a copy of approved contract pricing to a Participating Agency to verify compliance. 60 D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. Dude Solutions Response: Dude Solutions works with 3rd party partners to deliver implementation and data collection services such as facility condition assessments and equipment gathering. Implementation and service partners include: x WithersRavenel x Alpha Facilities x Bureau Veritas (BVNA) x GM BluePlan x WalterFedy E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable. Dude Solutions Response: Not Applicable. 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days Dude Solutions Response: Dude Solutions has a well-established relationship with OMNIA Partners and remains committed to expanding the partnership now and in the future. It is our goal to feature the new partner in all membership communications and share the value-added benefits via multiple channels. B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, 61 as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with: • OMNIA Partners standard logo; • Copy of original Request for Proposal; • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marketing Materials 62 • Electronic link to OMNIA Partners’ website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners Dude Solutions Response: For over 20 years, Dude Solutions has been dedicated to the unique needs of government and educational facilities. Dude Solutions is distinctly qualified as the partner of choice to do the hard work of marketing this program to Public Sector members, OMNIA Partners. It is likely that we are already involved in state conferences and organizations that overlap with OMNIA Partners, Public Sector which will enhance the overall marketing efforts. In addition, Dude Solutions will collaborate with OMNIA Partners to execute a strong go-to-market plan to ensure maximum visibility of the partnership. Dude Solutions commits to providing a dedicated point of contact, comprehensive sales training, as well as updated sales and marketing guarantee detailing the benefits of the program and its offers. A co-branded press release announcing the continued relationship will be distributed upon award announcement. C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. Dude Solutions participates with the following cooperatives: x Association of Educational Purchasing Agencies x Sourcewell x Mohave Educational Services Cooperative Dude Solutions includes all cooperative contracts on its website, and our clients are able to select their preferred choice. D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. Dude Solutions Response: Dude Solutions will provide branded logo to OMNIA with guidelines, and when requested, will review its use in 63 related marketing communications and promotions. Any usage of OMNIA Partners logo will be submitted for review. E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency ii. Best government pricing iii. No cost to participate iv. Non-exclusive Dude Solutions Response: Dude Solutions confirms it will take commercially reasonable efforts to proactively sell its goods and services to Public Agencies nationwide and will follow up with leads established by OMNIA Partners in a timely fashion. In addition, DSI will produce sales materials in support of the contract. F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners iv. Knowledge of benefits of the use of cooperative contracts Dude Solutions Response: Dude Solutions provides regular, ongoing training to sales organization on updated national contracts and cooperatives, to give clients the best buying power. 64 G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support Contact Name: Georgia Ferretti Title: Director Strategic Partnerships Email: Georgia.ferretti@dudesolutions.com Phone: 1-877-655-3833 ii. Marketing Contact Name: Amanda Fletcher Title: Sr. Event & Partner Marketing Manager Email: Amanda.fletcher@dudesolutions.com Phone: 1-877-655-3833 iii. Sales Contact Name: Brian Benfer Title: SVP Sales Email: Brian.benfer@dudesolutions.com Phone: 1-877-655-3833 iv. Sales Support Contact Name: Kyle Williford Title: VP, Sales Public Markets Email: kyle.williford@dudesolutions.com Phone: 1-877-655-3833 v. Financial Reporting Contact Name: Melissa Buchanan Title: Contract Manager Email: Melissa.buchanan@dudesolutions.com Phone: 1-877-655-3833 vi. Accounts Payable Contact Name: Davion Cooper Title: VP of Finance Email: Davion.cooper@dudesolutions.com Phone: 1-877-655-3833 vii. Contracts Contact Name: Melissa Buchanan 65 Title: Contract Manager Email: Melissa.buchanan@dudesolutions.com Phone: 1-877-655-3833 H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. Dude Solutions Response: Dude Solutions’ sales force is structured by industry verticals; public sector includes Education and Government; private sector includes Healthcare, Senior Living, Manufacturing and Membership. For each vertical, there are Sales Account Executives (AE), Sales Development Representatives (SDR), Solutions Consultants (SC) and Account Managers (AM) that call and demonstrate our solutions to current and potential clients every day. Each vertical has sales managers that lead these individuals and are responsible for hitting vertical and overall company sales goals. All verticals roll up to our SVP of Sales, Brian Benfer. Contact Name: Brian Benfer, SVP of Sales Address: 11000 Regency Pkwy #110 Cary, NC 27518 Phone: 1-877-655-3833 Email: brian.benfer@dudesolutions.com I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. Dude Solutions Response: When a Dude Solutions Sales Development Representative (SDR) or Account Executive (AE) or Account Manager (AM) identifies a client or prospect that is considering a solution and also mentions they are planning to use an RFP process, the employee will introduce OMNIA as an option that would be of benefit to the client or prospect. This happens in highly customized, one-to-one conversation between the prospect/client and the Dude Solutions employee. Dude Solutions provides a website section dedicated to our valued cooperative purchasing partners, along with co-branding that will clearly identify OMNIA as a procurement mechanism. Dude Solutions holds an annual user conference, Dude University, 66 where OMNIA can sponsor and socialize their contract and educate our client base. I. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, timely contract administration, etc. Dude Solutions Response: Dude Solutions has existing processes in place to manage the coordination of sales and marketing efforts. Within our CRM system, salespersons are able to associate a cooperative agency with an open opportunity; once associated, our quote to cash system applies applicable discounts. This information flows through our quote to cash process, ensuring our team is able to administer reporting and fees. J. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. Dude Solutions Response: Government & Education is currently 75.2% of our Contracted ARR. Top 10 Public Agency Customers - As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. K. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. Dude Solutions Response: Dude Solutions has a proven process in place for order management to receipt of payment. There are a few platforms involved that help make this process repeatable. Systems being used and function include: x Salesforce and Salesforce CPQ for contracting orders x Intacct Order Management is used for revenue recognition and Intacct Accounts Receivable for invoicing and cash applications. x Lockstep Collections Automation Software for dunning and credit card processing. 67 L. Intentionally Omitted M.Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i.Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii.If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii.Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv.If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Supplier’s strategies under these options when responding to a solicitation. Dude Solutions Response: Dude Solutions does not quote services below what is available under the purchasing cooperative. The client will either get cooperative pricing or they will be quoted higher. 103 TAB 4 – Qualification and Experience a) References i. Provide a brief history of the Offeror, including year it was established and corporate office location. Dude Solutions Response: Dude Solutions is a leading software- as-a-service (SaaS) provider of operations management solutions to education, government, healthcare, senior living, manufacturing and membership-based organizations. For nearly two decades, Dude Solutions has inspired clients to create better work and better lives. We combine innovative, user- friendly technology with the world’s smartest operations engine, empowering operations leaders to transform the most important places in our lives. Today, more than 12,000 organizations use our award-winning software to manage maintenance, assets, energy, safety, IT, events and more. Company Facts Company Name: Dude Solutions, Inc. (DSI) Date Established: 1999 Markets Served: Clubs & Associations, Education, Government, Healthcare, Manufacturing Office Locations: Headquarters located at 11000 Regency Parkway, Ste 110, Cary, NC 27518 Phone number: 1-877-655-DUDE (3833) Employees: As of May 2020, we have 520+ employees Former Names: SchoolDude/FacilityDude State of Incorporation: Delaware 104 ii. Describe Offeror’s reputation in the marketplace. Dude Solutions Response: Dude Solutions holds a great reputation in the marketplace working with several industry associations such as ICMA, IFMA, APWA, ASBO, TASBO, WASBO, PASBO (among others) attending tradeshows and conferences and speaking on new trends and hot topics in the public sector. In recent years, Dude Solutions has been recognized for: x NC TECH Awards o 2020 – finalist, NC headquartered company https://www.wraltechwire.com/2020/10/16/scores-of- companies-across-state-are-finalists-for-nc-tech-awards- 2/ o 2019 – finalist, software https://www.dudesolutions.com/news/dude-solutions- selected-finalist-2019-nc-tech-awards o 2018 – winner, industry-driven https://www.dudesolutions.com/news/dude-solutions- wins-industry-driven-award-nc-tech x 2019 #34 Triangle Business Journal’s Fast 50 x 2019 #13 NC Mid-Market Fast 40 x 2019 Triangle Business Journal Diversity Awards x 2019 Triangle Business Journal Corporate Philanthropy Award iii. Describe Offeror’s reputation of products and services in the marketplace. Dude Solutions Response: Dude Solutions has been a trusted partner for thousands of education and government organizations since 1999. Our experience in the market has allowed us to create best practices around operations and asset management. We’ve leveraged our 21+ years’ experience and best practices in over 12,000 implementations. Our client satisfaction rating is 97%. With industry-focused expertise, legendary support and a proven track record of success, we meet our clients where they are today to prepare them for tomorrow. Dude Solutions accomplishes this through a commitment to being a trusted partner, offering a connected suite of software products and 105 creating the predictive insights decision-makers need. Deep industry-focused expertise — and a proven track record of success We know our clients' world inside and out. From the energy that powers your spaces to the equipment, tools and assets crucial to helping your organization do its best work. We’ve spent the last 20 years helping over 12,000 clients transform their operations. We’ve set ourselves apart as being the market leader in this industry and really paving the way for the future of facilities management, infrastructure management, and long-term strategic asset management. iv. Describe the experience and qualification of key employees. Dude Solutions Response: Dude Solutions team has a wealth of knowledge in the industry and experience implementing SaaS software. Our executive team is made up of individuals passionate about being at the top of their game – so they can pave the way for our employees and company to do the same. Brian Benfer, SVP Sales, is a data-oriented and values driven sales leader who has spent his career developing sales teams for high- growth SaaS companies. Brian believes if you obsess over client experience, you’re guaranteed to deliver the best results for your clients and employees. Below are a few example resumes to show the experience and qualification of our implementation and support teams. Sr. Project Coordinator x Bachelor of Science, Education x Certified Project Management Professional x 14+ years in client services This is a client-facing support role at Dude Solutions. This roles’ duties include planning and coordinating the implementation of Dude Solutions software products through webcasts and onsite trainings. A Sr. Project Coordinator is skilled at managing multiple implementations simultaneously and customizes training curriculum to meet individual client needs. This role requires the Sr. Project Coordinator to maintain strong relationships with clients through calls, emails and scheduled meetings to ensure client success in 106 implementation. The Sr. Project Coordinator documents and manages client lifecycles in Salesforce, providing additional support through the Basecamp platform. Sr. Project Coordinator works closely with the development and sales teams to advocate for their clients. Project Manager x PMP, Scrum Master x 10+ years in Project Management A DSI Project Manager is responsible for helping clients meet their implementation goals by creating and managing the project plan within the services and solutions’ scope and helps identify and mitigate risks or issues that come up in the implementation process. Project Managers ensures that project information is clearly communicated to the client, conducts periodic status meetings, and collaborates with both the client and internal stakeholders. Coming from a background in project management and business analytics, the Project Manager helps many teams achieve success using project management principles in a variety of client environments. Senior Implementation Specialist x Bachelor of Arts x 15+ years in software training A Senior Implementation Specialist works with clients to successfully implement Dude Solutions software to help clients meet their desired goals, and to see the value of their investment while helping to keep the projects on schedule. v. Describe Offeror’s experience working with the government sector. Dude Solutions Response: Dude Solutions has worked with the government / public sector since 1999 providing operations and asset management solutions. Our teams speak at national tradeshows and host webinars to educate the market on new trends / hot topics on a consistent basis. Our solutions are tailored to meet the needs of school districts, public works, utilities, facilities, parks and recreation, planning, zoning, building, inspections, licensing, code enforcement and other government departments. 107 Our experience with government clients includes managing infrastructure, facilities, fleet / vehicles, work orders, assets, inventory, life-cycles, long term strategic asset management. vi. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors. Dude Solutions Response: None vii. Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume. Entity Name: Katy ISD Contact Name and Title: Kathy McDonald, Executive Director of M&O Contact Phone: 281-396-2502 Contact Email: kathrynamcdonald@katyisd.org City and State: Katy, TX Years Serviced: 15 Description of Services: AEE;CFD;EM;EEP Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Entity Name: Conroe ISD Contact Name and Title: Marshall Schroeder, Director of M&O Contact Phone: 936-709-7752 Contact Email: mschroeder@conroeisd.net City and State: Conroe, TX Years Serviced: 10 Description of Services: EM;MEP;EEP;ID 108 Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Entity Name: Fort Bend ISD Contact Name and Title: David Bass, Director of Maintenance Contact Phone: 281-634-4292 Contact Email: david.bass@fortbendisd.com City and State: Sugar Land, TX Years Serviced: 17 Description of Services: MEP;EM;EEP;ID Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Entity Name: Austin ISD Contact Name and Title: Louis Zachary, Director of Maintenance and Operations Contact Phone: 512-414-2209 Contact Email: louis.zachary@austinisd.org City and State: Austin, TX Years Serviced: 3 Description of Services: AE;CFD;EM Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. 109 Entity Name: Waco ISD Contact Name and Title: Alexander Villanueva, Assistant Director of Facilities Contact Phone: 254-301-6359 Contact Email: alexander.villanueva@wacoisd.org City and State: Waco, TX Years Serviced: 18 Description of Services: MEP;CFD;FCA Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Entity Name: Lewisville ISD Contact Name and Title: Jason Hughes, Executive Director of Facilities Contact Phone: 469-713-5204 Contact Email: hughesjk@lisd.net City and State: Lewisville, TX Years Serviced: 16 Description of Services: AEE;EM;EEP Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Entity Name: Odessa College Contact Name and Title: Bryan Heifner, Director Facilities & Construction Contact Phone: 432-335- 6512 Contact Email: bheifner@odessa.edu City and State: Odessa, TX Years Serviced: 17 110 Description of Services: ITD;MEP;FSD;PMD;CD Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Entity Name: Abilene Christian University Contact Name and Title: Corey Ruff, Exec Dir Facilities & Campus Management Contact Phone: 325-674-2665 Contact Email: corey.ruff@acu.edu City and State: Abilene, TX Years Serviced: 14 Description of Services: AE;EvM Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. Entity Name: City of Abilene Contact Name and Title: Richard Rogers, Assistant Dir. Of Community Services Contact Phone: 325-676-6216 Contact Email: Richard.rogers@abilenetx.gov City and State: Abilene, TX Years Serviced: 9 Description of Services: AE;CAPF Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. 111 Entity Name: Lubbock County Contact Name and Title: Natalie Harvill, Director of Facilities Contact Phone: 806-775-1003 Contact Email: nharvill@co.lubbock.tx.us City and State: Lubbock, TX Years Serviced: 2 Description of Services: AE;CAPF Annual Volume: As a privately held company, our current Board of Directors have established protocols that do not allow financial information to be shared publicly. DSI is open to have further discussion regarding this matter if necessary. DSI has many years of established sales performance under previous contract awards. viii. Provide any additional information relevant to this section. 112 TAB 5 – Value Add b) Value Add i. Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. Dude University Dude University™ is the nation’s largest career development and professional training conference exclusively for school, college, university and government operations professionals. The Dude University curriculum is designed to provide professional development for professionals in all areas of operations, including maintenance, business, facilities, technology and transportation. Some quick highlights: x Sessions – Design your own conference schedule to fit your professional development needs! All sessions are created to address the areas of interest that most affect you in your specific job role. x Learning Lab – A hands-on product training area filled with more than 70 computers and staffed by Dude Solutions Client Services Team. The Learning Lab will be open throughout the entire conference for you to become more acquainted with Dude Solutions products you currently own, or to try out new ones. x Networking – A chance to network with others in your industry or using the same products. Learn more at https://university.dudesolutions.com/ Equipment Inventory Data Gathering is performed through the conduction of staff interviews and physical onsite data gathering. These onsite activities are done in conjunction with a Certified Dude Solutions Provider (DSI Service Provider). All Equipment Inventory Data Gathering services include the following deliverables: x Collection of major equipment items for populating your Dude Solutions Work & Asset Management solution. 113 x Import major Equipment Items into client’s Dude Solutions Work & Asset Management solution. x No report will be provided. Facilitiy condition assessment (FCA) is a visual assessment evaluating the facility systems based on the following Standard Scope of Work (SOW). This FCA service will collect data on major facility assets, as well as provide narratives that summarize assessment observations and comments. An inventory of Equipment Items as well as a forecast model of upcoming System/Sub-System replacements will be imported into DSI’s work & asset management and capital forecasting solutions respectively. All FCA’s will include a deliverable containing the following items: x Narrative report with descriptions of major systems and corresponding c onditions x Primary digital photos of key components and deficiencies are included in the narrative x 20-year capital Reserve table with System/Sub- System replacement costs and dates x Import of Systems-level detail into client’s DSI capital forecasting solution x Import major Equipment Items into client’s Dude Solutions work & asset management solution. 114 TAB 6 – Additional Required Documents (Appendix C) 119 e. Any additional agreements Offeror will require Participating Agencies to sign Dude Solutions will present the member with an Order Form detailing the services to be provided thereunder, which will include an agreement to be bound by DSI's Master Subscription Agreement, as well as any addenda and supplements that may be applicable for a specific transaction. The Master Subscription Agreement governs the access and use of the software subscription. DSI requires the electronic or written acceptance of the Order Form to begin a subscription or commence professional services. Dude Solutions MSA included on the following pages. CONFIDENTIAL Rev. Apr. 2021 MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement (this “Agreement”) shall govern Subscriber’s (as defined below) access and use of the Services (as defined below) provided by Dude Solutions (“DSI”). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHERWISE ACCESSING AND USING THE SERVICES, SUBSCRIBERAGREES TO THE TERMS OF THIS AGREEMENT. AS A RESULT, PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS “ACCOUNT” OR “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. Section 1.0 Definitions As used in this Agreement, the following terms shall have the meanings set forth below: 1.1 “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Service. 1.2 “Account” means Subscriber’s specific account where Subscriber subscribes to access and use Service(s). 1.3 “Account User” means each employee, consultant and contractor of Subscriber that has been granted Access Credentials. 1.4 “Affiliate” means, with respect to any legal entity, any other legal entity that (i) controls, (ii) is controlled by or (iii) is under common control of such legal entity. A legal entity shall be deemed to “control” another legal entity if it has the power to direct or cause the direction of the management or policies of such legal entity, whether through the ownership of voting securities, by contract, or otherwise. 1.5 “Subscription Fee” means the fee invoiced to Subscriber by DSI prior to the Initial Term and each applicable Renewal Term, which is required to be paid in order for Subscriber to be permitted to access and use the Service and, if applicable the API. 1.6 “API” means DSI’s proprietary application programming interface and any accompanying or related documentation, software libraries, software tools, published specifications, and other materials, as amended from time-to-time in DSI’s sole discretion. 1.7 “Beta Service” means DSI Service or functionality that may be made available to Subscriber to try at its option at no additional charge that is clearly designated as be ta, pilot, limited release, early adoption, non-production, sandbox, evaluation or a similar description. 1.8 “Business Hours” means the applicable business hours as defined on the Order Form. 1.9 “Confidential Information” means any non-public informatio n and/or materials maintained in confidence and disclosed in any form or medium by a party under this Agreement (the “Disclosing Party”) to the other party (the “Receiving Party”), that is identified as confidential, proprietary or that a reasonable person should have known, was the Confidential Information of the other party given the nature of the circumstances or disclosure, or as otherwise defined as Confidential Information, trade secrets, and proprietary business information as provided under applicable state law and exempted from disclosure by the applicable statute. Confidential Information may include without limitation: information about clients, services, products, software, data, technologies, formulas, processes, know- how, plans, operations, research, personnel, suppliers, finances, pricing, marketing, strategies, opportunities and all CONFIDENTIAL 2 Rev. Apr. 2021 other aspects of business operations and any copies or derivatives thereof. Confidential Information includes information belonging to a third party that may be disclosed only under obligations of confidentiality. Notwithstanding the foregoing, Confidential Information shall not include information that Receiving Party can demonstrate: (a) is or becomes generally known to the public without breach of any obligation by Receiving Party; (b) is received from a third party without breach of any obligation owed to Disclosing Party; or (c) is or has been independently developed by Receiving Party without the benefit of Confidential Information. 1.10 “Content” means all of the audio and visual information, documents, content, materials, products and/or software contained in, or made available through, the Service. 1.11 “Community Development Services” means the SmartGov and ATS Services subscribed to by Subscriber pursuant to the Agreement, Documentation or Order Form. 1.12 “Documentation” means the user documentation relating to the Service, including but not limited to descriptions of the functional, operational and design characteristics of the Service. 1.13 “Dude Solutions” or “DSI” means Dude Solutions, Inc., Dude Solutions Canada, Inc., Assetic Australia Pty Ltd and Confirm Solutions Limited together with their affiliates, successors and assigns. 1.14 “DSI Data” means all data, information and other content provided by or on behalf of DSI to any of the DSI Services. 1.15 “Implementation, Training and Support Program” or “ITSP” means DSI’s comprehensive implementation, training and support program provided to DSI’s Subscribers with respect to the Service. 1.16 “Intellectual Property Rights” means all ideas, concepts, designs, drawings, packages, works of authorship, processes, methodologies, information, developments, materials, inventions, improvements, software, and all intellectual property rights worldwide arising under statutory or common law, including without limitation, all (i) patents and patent applications owned or licensable by a party hereto; (ii) rights associated with works of authorship, including copyrights, copyright applications, copyright registrations, mask work rights, mask work applications and mask work registrations; (iii) rights related to protection of trade secrets and Confidential Information; (iv) trademarks, trade names, service marks and logos; (v) any right analogous to those set forth in clauses (i) through (iv); and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired. 1.17 “Order Form” means DSI’s ordering document or online order specifying the Services to be provided hereunder that is entered into between Subscriber and DSI or its Affiliates, including any addenda and supplements. By entering into an Order Form, Affiliate(s) agree to be bound by the terms of this Agreement as if an original party. 1.18 “Privacy Policy” means the DSI privacy policy, as amended from time-to-time, which can be viewed at www.dudesolutions.com/privacy. 1.19 “Professional Service” means the professional, technical, consulting and/or other services to be performed by DSI that are ordered by Subscriber on an Order Form or provided without charge (if applicable). 1.20 “Service” means DSI’s suite of Software-as-a-Service (SaaS) applications, products and services, as updated, enhanced or otherwise modified from time-to-time that are ordered by Subscriber on an Order Form or provided without charge (if applicable) and made available by DSI, including mobile components. For avoidance of doubt, Service applies only to Subscriber’s production instances and shall exclude all beta and early adopter programs, user interface (UI) or user experience (UX) changes, feature or functionality improvements, and enhancements where a workaround exists in production. 1.21 “Subscriber” means the legal entity identified on the Account. 1.22 “Subscriber Data” means all data, information and other content provided by or on behalf of Subscriber to the Service, including that which the Account Users input or upload to the Service. 1.23 “Subscriber-Hosted Software” means DSI’s suite of Software-as-a-Service (SaaS) software applications, as updated, enhanced or otherwise modified from time-to-time that are: (i) ordered by Subscriber on an Order Form or provided without charge (if applicable) and made available by DSI, including mobile components, and (ii) granted a non-exclusive and non-transferable license (with no right to sublicense) to install and use software for the Term. CONFIDENTIAL 3 Rev. Apr. 2021 1.24 “Third Party” means a party other than Subscriber or DSI. Section 2.0 Use of the Service and API; Proprietary Rights 2.1 DSI Cloud Service; Subscriber-Hosted Software. (a) DSI Cloud Service. Unless otherwise specified on an applicable Order Form, DSI Service shall be provided as DSI-hosted, cloud Service. DSI grants Subscriber a non-exclusive and non-transferable right to access and use the Service for the Term. (b) Subscriber-Hosted Software.  Where an applicable Order Form sets forth Subscriber-Hosted Software, subject to the provisions of this Agreement, DSI grants Subscriber a non-exclusive and non-transferable license (with no right to sublicense) to install and use the software for the Term.   In respect of such Subscriber-Hosted Software: (i) Subscriber is responsible for installing and implementing the Subscriber-Hosted Software and any updates, enhancements or modifications, except for any Professional Services set forth on an applicable Order Form (i.e. implementation). (ii) Subscriber may create copies of the Subscriber-Hosted Software to the extent strictly necessary to install and operate the Subscriber-Hosted Software for use in accordance with this Agreement, and to create backup and archival copies to the extent reasonably required in the normal operation of Subscriber systems.  All such copies must include a reproduction of all copyright, trademarks or other proprietary notices contained in the original copy of the Subscriber-Hosted Software. (iii) Subscriber is responsible for providing the Environment and ensuring the Environment functions properly, and for implementing appropriate data backup and security measures.  “Environment” means the systems, networks, servers, equipment, hardware, software and other material specified in Documentation or an Order Form on which, or in connection with which, the Subscriber –Hosted Service will be used. 2.2 Use of the Service and API. (a) Service Subscription. Subject to the terms of this Agreement (including, without limitation, the responsibilities, limitations and restrictions set forth in this Section 2.2 and payment of the Subscription Fees required hereunder), (i) DSI shall permit Subscriber’s Account Users to access and use the Service(s) during the Term, including access and use of all of the Content contained in or made available through the Service(s), (ii) Subscriber shall be automatically enrolled in the ITSP (“Implementation, Training and Support Program”), if applicable, and (iii) DSI shall use commercially reasonable efforts to make available to Subscriber each of the components described in the ITSP, when applicable. Subscriber agrees that it shall use the Service(s) solely for internal business purposes, and access and use of the Service(s) and the ITSP shall be limited to Account Users. (b) API License. Subject to the terms of this Agreement (including, without limitation, the responsibilities, limitations and restrictions set forth in this Section 2.2 and payment of the Subscription Fees required hereunder), DSI hereby grants to Subscriber a limited, non-exclusive, non-transferable, revocable license (without the right to sublicense) to use and make calls to the API solely for the purpose of (i) extracting and transferring Subscriber Data from the Service to other Third Party applications used by the Subscriber for internal business purposes, and/or (ii) Subscriber’s internal development efforts to develop applications to work in conjunction with the functionality and capabilities of the Service purchased by Subscriber (“Subscriber Applications”). Subscriber shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any Third Party or incorporate the API in any software, product, or technology. DSI sets and enforces limits on Subscriber use of DSI API CONFIDENTIAL 4 Rev. Apr. 2021 (e.g. limiting the number of API requests that may be made or the number of Subscriber uses). Subscriber agrees to, and will not circumvent, DSI’s usage guidelines and volume limits as described in DSI’s technical documentation or other documentation otherwise made available to Subscriber. Any usage beyond the guidelines and volume limits must obtain DSI’s prior express consent from DSI. (c) Account Setup. To subscribe to the Service, Subscriber must establish its Account, which may only be accessed and used by its Account Users. To setup an Account User, Subscriber must provide DSI (and agree to maintain, promptly update and keep) true, accurate, current and complete information for such Account User. If Subscriber or any applicable Account User provides any information that is untrue, inaccurate, not current or incomplete, DSI has the right to immediately suspend or terminate Subscriber’s Account and usage of the Service and API and refuse any and all future use. Each Account User must establish and maintain personal, non-transferable Access Credentials, which shall not be shared with, or used by, any other Third Party. Subscriber may not transfer an Account User’s Access Credentials and/or its right to access and use the Service to a different user. Subscriber shall be solely responsible for any and all activities that occur under its Account, including all acts and omissions of its Account Users. Subscriber shall notify DSI immediately of any unauthorized use of its Account and/or any other breach of security of the Service that it suspects or becomes aware of. (d) Subscriber Responsibilities. Subscriber shall: (i) take appropriate action to ensure that non-Account Users do not access or use the Service or API; (ii) ensure that all Account Users comply with all of the terms and conditions of this Agreement, including the limitations and restrictions set out in Section 2.2(e); (iii) be solely responsible for the accuracy, integrity, legality, reliability and appropriateness of all Subscriber Data created by Account Users using the Service; (iv) access and use the Service solely in compliance with the Documentation and all applicable local, state, federal, and foreign laws, rules, directives and regulations (including those relating to export, homeland security, anti-terrorism, data protection and privacy); (v) allow e-mail notifications generated by the Service on behalf of Subscriber’s Account Users to be delivered to Subscriber’s Account Users; and (vi) promptly update and upgrade its system as requested or required in order to ensure continued performance and compatibility with upgrades to the Service and/or API Modifications (as defined in Section 2.2(g)). Subscriber shall be responsible for any breach of this Agreement by Account Users. (e) Limitations and Restrictions. Subscriber agrees that it shall not, and shall not permit any Third Party to, directly or indirectly: (i) modify, alter, revise, decompile, disassemble, reverse engineer, create derivative works or attempt to derive the source code of the Service or API; (ii) assign, transfer, lease, rent, sublicense, distribute or otherwise make available the Service or API, in whole or in part, to any Third Party, including on a timesharing, software-as-a-service or other similar basis; (iii) share Access Credentials or otherwise allow access or use the Service or API to provide any service bureau services or any services on a similar basis; (iv) use the Service or API in a way not authorized in writing by DSI or for any unlawful purpose; (v) use the Service or API to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of Third Party privacy rights; (vi) attempt to tamper with, alter, disable, hinder, by-pass, override, or circumvent any security, reliability, integrity, accounting or other mechanism, restriction or requirement of the Service or API; (vii) remove, obscure or alter any copyright, trademark, patent or proprietary notice affixed or displayed by or in the Service; (viii) perform load tests, network scans, penetration tests, ethical hacks or any other security auditing procedures on the Service or API; (ix) interfere with or disrupt the integrity or performance of the Service, API or the data contained therein; (x) access or use the Service or API in order to replicate applications, products or services offered by DSI and/or otherwise build a competitive product or service, copy any features, functions or graphics of the Service or API or monitor the availability and/or functionality of the Service or API for any benchmarking or competitive purposes; (xi) under any circumstances, through a Third Party application, a Subscriber Application or otherwise, repackage or resell the Service, API or any DSI data received via API; (xii) store, manipulate, analyze, reformat, print, and display the CONFIDENTIAL 5 Rev. Apr. 2021 Content for personal use; and (xiii) upload or insert code, scripts, batch files or any other form of scripting or coding into the Service. Notwithstanding the foregoing restrictions, in the event Subscriber has purchased a Subscription for Commercial Use (as such term is defined below), Subscriber shall be permitted to use the Service to provide Third Party services in cases where such Third Parties access the Subscriber provided applications or services, but where such Third Parties do not have the ability to install, configure, manage or have direct access to the Services. DSI hereby agrees, subject to payment of the applicable fees, to permit such use and the terms of this Agreement, including references to “internal use” and/or “internal business operations” shall be deemed to include and permit such use (hereafter referred to as “Commercial Use“). (f) Additional Service Guidelines. DSI reserves the right to establish or modify general practices and limits concerning use of the Service. DSI shall use reasonable efforts to provide thirty (30) days’ prior notice of any such modification. DSI also reserves the right to block IP addresses originating a Denial of Service (DoS) attack. DSI shall notify Subscriber should this condition exist and inform Subscriber of its action. Once blocked, an IP address shall not be able to access the Service or API and the block may be removed once DSI is satisfied corrective action has taken place to resolve the issue. (g) API Modifications. DSI may modify, amend, change, or deprecate all or part of the API from time- to-time (an “API Modification”). DSI shall use reasonable efforts to provide thirty (30) day notice to Subscriber of any such API Modifications. Any changes to new API functions or changes made for legal reasons will be effective immediately. If Subscriber does not agree to the modification, Subscriber may discontinue use of that API. Subscriber’s continued use of the API constitutes acceptance of the modifications. (h) Links to Third Party Websites. To the extent that the Service links to any Third Party website, application or service, the terms and conditions thereof shall govern Subscriber’s rights with respect to such website, application or service, unless otherwise expressly provided DSI. DSI shall have no obligations or liability arising from Subscriber’s access and use of such linked Third Party websites, applications and services. (i) Beta Service. From time to time, DSI may make Beta Service available to Subscribers at no charge. Subscriber may choose to try such Beta Service or not in its sole discretion. Use of Beta Service is at Subscriber’s sole risk and may contain bugs or errors. Subscriber may discontinue use of the Beta Service at any time, in its sole discretion. Further, DSI may discontinue any and all Beta Service availability at any time in its sole discretion without notice. NOTWITHSTANDING THE REPRESENTATIONS, WARRANTIES AND DISCLAIMERS IN SECTION 7, BETA SERVICE AND DOCUMENTATION, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. DSI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DSI SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICE UNLESS SUCH EXCLUSION IS UNENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE DSI’S LIABILITY WITH RESPECT TO THE BETA SERVICE PROVIDED SHALL NOT EXCEED $500.00. 2.3 Proprietary Rights. (a) Subscriber acknowledges and agrees that (as between Subscriber and DSI) DSI retains all ownership right, title, and interest in and to the Service, API, the Documentation and the Content, including without limitation all corrections, enhancements, improvements to, or derivative works thereof (collectively, “Derivative Works”), and in all Intellectual Property Rights therein or thereto. To the extent any Derivative Work is developed by DSI based upon ideas or suggestions submitted by Subscriber to DSI, Subscriber hereby irrevocably assigns all rights to modify or enhance the Service and/or API using such ideas or suggestions or joint contributions to DSI, together with all Intellectual Property Rights related to such Derivative Works. Nothing contained in this Agreement shall be construed CONFIDENTIAL 6 Rev. Apr. 2021 to convey to Subscriber (or to any party claiming through Subscriber) any Intellectual Property Rights in or to the Service, API, the Documentation and the Content, other than the rights expressly set forth in this Agreement. (b) DSI acknowledges and agrees that (as between Subscriber and DSI) Subscriber retains all ownership right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein or thereto. Notwithstanding the foregoing, Subscriber hereby grants DSI and its Affiliates a non-exclusive, royalty-free license to: (i) access, display, copy, distribute, transmit, publish, disclose and otherwise use all or any portion of the Subscriber Data to fulfill its obligations under this Agreement. In addition, Subscriber hereby grants DSI a non- exclusive, royalty-free right to (i) use and incorporate Subscriber’s feedback, including but not limited to suggestions, enhancement requests, recommendations and corrections (the “Feedback”) relating to the Service and (ii) use aggregated and de-identified data generated and/or derived by DSI from the Subscriber Data (the “De-Identified Data”) in order to improve the Service and DSI’s performance hereunder, including without limitation, submitting and sublicensing such De-Identified Data to Third Parties for analytical purposes, provided that DSI shall take commercially reasonable efforts to conduct such de-identification in a manner that ensures that such De-Identification cannot be traced back to natural persons. (c) Subscriber acknowledges the Services may utilize, embed or incorporate Third Party software and/or tools (each, a “Third-Party Tool”) under a license granted to DSI by one or more applicable Third Parties (each, a “Third- Party Licensor”), which licenses DSI the right to sublicense the use of the Third-Party Tool solely as part of the Services. Each such sublicense is nonexclusive and solely for Subscriber’s internal use and Subscriber shall not further resell, re- license, or grant any other rights to use such sublicense to any Third Party. Subscriber further acknowledges that each Third-Party Licensor retains all right, title, and interest to its applicable Third-Party Tool and all documentation related to such Third-Party Tool. All confidential or proprietary information of each Third-Party Licensor is Confidential Information of DSI under the terms of this Agreement and shall be protected in accordance with the terms of Section 8. Section 3.0 DSI Responsibilities 3.1 Implementation, Training and Support Program (ITSP). During the Term DSI (or its agent, representative or designee) shall provide and maintain an ITSP program. During the Term, DSI shall, as part of Subscriber’s Subscription Fees, provide telephone and email support (“Support Services”) as set forth in an applicable Order Form. 3.2 Professional Services. DSI shall provide Professional Services that are mutually agreed upon and described in one or more statements of work that expressly reference this Agreement and, if applicable, DSI’s Professional Services Agreement. Each statement of work shall be effective, incorporated into and form a part of this Agreement when duly executed by an authorized representative of each of the parties. Each statement of work shall (i) describe the fees and payment terms with respect the Professional Services being provided pursuant to such statement of work, (ii) identify any work product that will be developed pursuant to such statement of work, and (iii) if applicable, sets forth each party’s respective ownership and proprietary rights with respect to any work product developed pursuant to such statement of work. 3.3 Service Levels. (a) DSI shall use commercially reasonable efforts to make the Service available 99.9% of the time for each full calendar month during the Term, determined on a twenty-four(24) hours a day, seven (7) days a week basis (the “Service Standard”). Service availability for access and use by Subscriber(s) excludes unavailability when due to: (a) any access to or use of the Service by Subscriber or any Account User that does not strictly comply with the terms CONFIDENTIAL 7 Rev. Apr. 2021 of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber’s delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Subscriber’s or its Account User’s Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with Internet service or Non-DSI Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the Service by DSI pursuant to the terms of the Agreement. “Scheduled Downtime” means, with respect to any applicable Service, the total amount of time (measured in minutes) during an applicable calendar month when such Service is unavailable for the majority of Subscribers’ Account Users due to planned Service maintenance. To the extent reasonably practicable, DSI shall use reasonable efforts to provide eight (8) hours prior electronic notice of Service maintenance events and schedule such Service maintenance events outside the applicable Business Hours. (b) DSI shall use reasonable efforts to ensure the availability of API in accordance with the service levels described in Section 3.3(a). Notwithstanding the foregoing, DSI does not guarantee any required uptime, performance, or integrity of any product, application or service that integrates with and/or otherwise utilizes API (including, without limitation, any such product, application or service developed by Subscriber). Moreover, DSI shall not be liable to Subscriber or any Third Party for the unavailability of the API or the failure of API to perform in accordance with its specifications. Subscriber shall not represent to any Third Party any availability or performance levels with respect to API. 3.4 Protection of Subscriber Data. DSI shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, unauthorized access or disclosure of Subscriber Data. All data and information provided by Subscriber through its use of the Service is subject to DSI’s privacy policy, as amended from time-to-time, which can be viewed by clicking the “Privacy” hypertext link located within the Service. By using the Service, Subscriber accepts and agrees to be bound and abide by such privacy policy. At all times during the Subscription term and upon written request of Subscriber within thirty (30) days after the effective date of termination or expiration of this Agreement, Subscriber data shall be available for Subscriber’s export and download. Following the thirty (30) days after termination or expiration, DSI shall not be obligated to maintain Subscriber Data and shall delete or destroy what remains in its possession or control unless prohibited by law. (a) If applicable in the United States, if Subscriber is a “Covered Entity” under the Health Insurance Portability and Accountability Act of 1996 (as amended from time to time, “HIPAA”), and if Subscriber must reasonably provide protected health information as defined by HIPAA in order to use the Services, DSI shall be Subscriber’s “Business Associate” under HIPAA, and any Subscriber Data provided by Subscriber to DSI in their capacities as a Covered Entity and Business Associate, respectively, DSI and Subscriber shall enter into a Business Associate Agreement (the form of which shall be reasonably satisfactory to DSI). (b) If applicable in the United Kingdom, Switzerland or European Economic Area (EEA), both parties will comply with the applicable requirements of Data Protection Legislation. “Data Protection Legislation” means (i) the United Kingdom’s Data Protection Act 2018, and (ii) the General Data Protection Regulation (“GDPR”) and any national implementing laws, regulations or secondary legislation. DSI and Subscriber agree that DSI will not be processing any personal data on behalf of the Subscriber as “Data Controller” (defined in accordance with the Data Protection Legislation). DSI will collect, use, disclose, transfer and store personal information when needed to administer this Agreement and for its operational and business purposes, in accordance with Data Protection Legislation. To the extent personal data from the UK, Switzerland or the EEA are processed by DSI, the terms of a data processing addendum (“DPA”) must be signed by the parties. To the extent DSI processes personal data, its binding corporate rules and the standard contract clauses shall apply, as set forth in the DPA. For standard contract clauses, Subscriber and DSI agree that Subscriber is the data exporter and Subscriber’s acceptance of this Agreement or applicable Order Form shall be treated as its execution of the standard contract clauses. CONFIDENTIAL 8 Rev. Apr. 2021 Section 4.0 Third Party Interactions 4.1 Relationship to Third Parties. In connection with Subscriber’s use of the Service, at Subscriber’s discretion, Subscriber may: (i) participate in Third Party promotions through the Service; (ii) purchase Third Party goods and/or services, including implementation, customization, content, forms, schedules, integration and other services; (iii) exchange data, integrate, or interact between Subscriber’s Account, the Service, API and a Third Party provider; (iv) receive additional functionality within the user interface of the Service through use of the API; and/or (v) receive content, knowledge, subject matter expertise in the creation of forms, content and schedules. Any such activity, and any terms, conditions, warranties or representations associated with such Third Party activity, shall be solely between Subscriber and the applicable Third Party. DSI shall have no liability, obligation or responsibility for any such Third Party correspondence, purchase, promotion, data exchange, integration or interaction. DSI does not warrant any Third Party providers or any of their products or services, whether or not such products or services are designated by DSI as “certified,” “validated,” “premier” and/or any other designation. DSI does not endorse any sites on the Internet that are linked through the Service. 4.2 Ownership. Subscriber is the owner of all Third Party content and data loaded into the Subscriber Account. As the owner, it is Subscriber’s responsibility to make sure it meets its particular needs. DSI shall not comment, edit or advise Subscriber with respect to such Third Party content and data in any manner. Section 5.0 Fees and Payment. 5.1 Fees. Subscriber shall pay to DSI all fees specified in Order Forms. All Subscription Fees are non- refundable and non-cancelable, and the Subscription Fee for such Service subscription shall be invoiced upon commencement of the Initial Term of a Service subscription. Thereafter, DSI shall make reasonable efforts to invoice Subscriber for each applicable Subscription Fee sixty (60) days prior to the commencement of the applicable Renewal Term. Unless Subscriber provides written notice of termination in accordance with Section 6.1, Subscriber agrees to pay all fees no later than thirty (30) days after the receipt of DSI’s applicable invoice. Subscriber is responsible for providing complete and accurate billing and contact information to DSI and notifying DSI promptly of any changes to such information. 5.2 Automatic Payments. Subscriber shall, upon the written request from DSI, establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the “Automatic Payment Method”). Upon establishment of such Automatic Payment Method, DSI is hereby authorized to charge any applicable Subscription Fee using such Automatic Payment Method. 5.3 Overdue Charges. If any invoiced amount is not received by DSI by the due date, without limiting DSI’s rights or remedies, those overdue charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum amount permitted by law, whichever is lower. DSI reserves the right to condition an overdue Account’s future subscription renewals and Order Forms on shorter payment terms than those stated herein. 5.4 Renewal Charges. DSI maintains the right to increase Subscription Fees and other applicable fees and charges in connection with each Renewal Term. 5.5 Taxes. DSI’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If DSI has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section 5.5, DSI shall invoice Subscriber and Subscriber shall pay that amount unless Subscriber provides DSI with a valid tax exemption CONFIDENTIAL 9 Rev. Apr. 2021 certificate authorized by the appropriate taxing authority. Subscriber agrees to indemnify and hold DSI harmless from any encumbrance, fine, penalty or other expense which DSI may incur as a result of Subscriber’s failure to pay any Taxes required hereunder. For clarity, DSI is solely responsible for taxes assessable against DSI based on its income, property and employees. 5.6 Purchases through Resellers. In the event Customer purchases the Services (including any renewals thereof) through an authorized reseller of DSI, the terms and conditions of this Agreement shall apply and supersede any other agreement except for any terms and conditions related to fees, payment or Taxes. Such terms and conditions shall be negotiated solely by and between Subscriber and such authorized reseller. In the event Subscriber ceases to pay the reseller, or terminates its agreement with the reseller, DSI shall have the right to terminate Subscriber’s access to the Service at any time upon thirty (30) days’ prior written notice to Subscriber unless Subscriber and DSI have agreed otherwise in writing. Section 6.0 Term and Termination 6.1 Term. This Agreement commences on the date Subscriber establishes its Account and continues until the Service subscription hereunder has expired or has been terminated (the “Term”). The initial term of the Service subscription shall be set forth on the Order Form (the “Initial Term”). Thereafter, except as stated on an applicable Order Form, the Service subscription shall automatically renew for additional periods equal to the expiring subscription term or one year, whichever is longer (each, a “Renewal Term”) unless either party has provided written notice of its intent to terminate the Service subscription not less than forty-five (45) days prior to the expiration of the then-current Initial or Renewal Term applicable to the Service subscription. 6.2 Termination. Either party may terminate this Agreement (including its Service subscription and Account) prior to the expiration of the Term if (i) the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach is given by the non-breaching party or (ii) Subscriber becomes the subject of a petition in bankruptcy or other similar proceeding; provided that if the breach involves a failure of Subscriber to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. If the Agreement is terminated by Subscriber in accordance with this Section 6.2, DSI will refund any prepaid Subscription Fees covering the remainder of the Term of all Order Forms after the effective date of termination. If the Agreement is terminated by DSI in accordance with this Section 6.2, Customer will pay any unpaid fees covering the remainder of the term on all Order Forms to the extent permitted by applicable law. In no event will termination relieve the Subscriber of its obligation to pay any fees payable to DSI for the period prior to the effective date of termination. Without limiting the foregoing, in the event such breach that gives rise to the right by DSI to terminate this Agreement, DSI may elect to suspend Subscriber’s access and use of the Service, API and the Account until the breach is cured. DSI’s exercise of its suspension right shall be without prejudice to DSI’s right to terminate this Agreement upon written notice to Subscriber. 6.3 Effect of Termination. Upon termination of this Agreement, (i) Subscriber’s access and use of the Service shall automatically and immediately cease, and (ii) subject to Section 3.4, DSI shall have no obligation to maintain the Subscriber Data or to forward the Subscriber Data to Subscriber or any Third Party. 6.4 Survival. The following portions of this Agreement shall survive termination of this Agreement and continue in full force and effect: Sections 2, 3.4, 6.3, 7, 8 and 9. Termination of this Agreement, or any of the obligations hereunder, by either party shall be in addition to any other legal or equitable remedies available to such party, except to the extent that remedies are otherwise limited hereunder. CONFIDENTIAL 10 Rev. Apr. 2021 Section 7.0 Representations, Warranties and Disclaimers 7.1 Representations. Each party represents that: (i) it has full right, title and authority to enter into this Agreement; and (ii) this Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against it in accordance with its terms. 7.2 Warranties. (a) DSI represents and warrants that during the applicable subscription Term that Service will perform materially in accordance with the applicable Documentation. For any breach of this warranty in Section 7.2(a), Subscriber’s exclusive remedy and DSI’s entire liability shall be as described in Section 6.2 (Termination). (b) DSI represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 7.2(b), Subscriber’s exclusive remedy and DSI’s entire liability shall be the re-performance of the applicable Professional Services. (c) SERVICE, CONTENT, DOCUMENTATION, STORED DATA AND BETA SERVICE ARE PROVIDED “AS-IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY. EXCEPT AS EXPRESSLY STATED HEREIN, THE PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT, DOCUMENTATION, STORED DATA OR BETA SERVICES. PARTIES SPECIFICALLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 7.3 Indemnification. (a) Indemnity by DSI. DSI shall defend and indemnify Subscriber from any loss, damage or expense (including reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by Subscriber, in connection with any Third Party claim (each, a “Claim”) alleging that Subscriber’s use of the Service as expressly permitted hereunder infringes upon any intellectual property rights, patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that Subscriber (x) promptly gives DSI written notice of the Claim; (y) gives DSI sole control of the defense and settlement of the Claim; and (z) provides to DSI all reasonable assistance, at DSI’s expense. If DSI receives information about an infringement or misappropriation claim related to the Service, DSI may in its sole discretion and at no cost to Subscriber: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for Subscriber’s continued use of the Service, or (iii) terminate this Agreement (including Subscriber’s Service subscriptions and Account) upon prior written notice and refund to Subscriber any prepaid Subscription Fee covering the remainder of the term of the terminated Service subscriptions. Notwithstanding the foregoing, DSI shall have no liability or obligation with respect to any Claim that is based upon or arises out of (A) use of the Service in combination with any software or hardware not expressly authorized by DSI, (B) any modifications or configurations made to the Service by Subscriber without the prior written consent of DSI, and/or (C) any action taken by Subscriber relating to use of the Service that is not permitted under the terms of this Agreement. This Section 7.3(a) states Subscriber’s exclusive remedy against DSI for any Claim of infringement of misappropriation of a Third Party’s Intellectual Property Rights related to or arising from Subscriber’s use of the Service. CONFIDENTIAL 11 Rev. Apr. 2021 (b) To the extent permitted by law, Subscriber shall defend and indemnify DSI from any loss, damage or expense (including reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by DSI, in connection with any Claim alleging that the Subscriber Data, or Subscriber’s use of the Service or API in breach of this Agreement, infringes upon any patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; unless applicable laws prohibit public entities from such indemnification and provided that DSI (x) promptly gives Subscriber written notice of the Claim; (y) gives Subscriber sole control of the defense and settlement of the Claim; and (z) provides to Subscriber all reasonable assistance, at Subscriber’s expense. This Section 7.3(b) states DSI’s exclusive remedy against Subscriber for any Claim of infringement of misappropriation of a Third Party’s Intellectual Property Rights related to or arising from the Subscriber Data or Subscriber’s use of the Service. 7.4 Limitation of Liability. IN NO EVENT SHALL DSI, IN THE AGGREGATE, BE LIABLE FOR DAMAGES TO SUBSCRIBER IN EXCESS OF THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER TO DSI PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE FIRST ACT OR OMISSION GIVING RISE TO THE LIABILITY. UNDER NO CIRCUMSTANCES SHALL DSI HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS, OR CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF DSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR PRODUCTS LIABILITY. NOTHING IN THIS SECTION SHALL LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 5. Section 8.0 Confidentiality 8.1 Protection of Confidential Information. The Receiving Party agrees that it shall: (i) use the Confidential Information solely for a purpose permitted by this Agreement, (ii) use the same degree of care as Receiving Party uses with its own Confidential Information, but no less than reasonable care, to protect Confidential Information and to prevent any unauthorized access, reproduction, disclosure, or use of any of Confidential Information; and(iii) restrict access to the Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are prohibited from disclosing the information by a contractual, legal or fiduciary obligation no less restrictive than this Agreement. Receiving Party shall not use, reproduce, or directly or indirectly allow access to the Confidential Information except as herein provided or export Confidential Information to any country prohibited from obtaining such information under any applicable laws or regulations. 8.2 Compelled Disclosure. If Receiving Party is required to disclose any Confidential Information to comply with law, to the extent legally permitted, Receiving Party shall: (a) give the Disclosing Party reasonable prior written notice to permit Disclosing Party to challenge or limit any such legally required disclosure; (b) disclose only that portion of the Confidential Information as legally required to disclose; and (c) reasonably cooperate with Disclosing Party, at Disclosing Party’s request and expense, to prevent or limit such disclosure. 8.3 Records Requests. To the extent permitted by law, Subscriber shall treat as exempt from treatment as a public record, and shall not unlawfully disclose in response to a request made pursuant to any applicable public records law, any of DSI’s Confidential Information. Upon receiving a request to produce records under any applicable public records or similar law, Subscriber shall immediately notify DSI and provide such reasonable cooperation as requested by DSI and permitted by law to oppose production or release of such DSI Confidential Information. 8.4 Remedies. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any unauthorized use or disclosure of Disclosing Party’s Confidential Information and agrees to reasonably cooperate with Disclosing Party in its efforts to mitigate any resulting harm. Receiving Party acknowledges that Disclosing Party would CONFIDENTIAL 12 Rev. Apr. 2021 have no adequate remedy at law should Receiving Party breach its obligations relating to Confidential Information and agrees that Disclosing Party shall be entitled to enforce its rights by obtaining appropriate equitable relief, including without limitation a temporary restraining order and an injunction. Section 9.0 Miscellaneous 9.1 Compliance with Laws. Each party will comply with all laws and applicable government rules and regulations insofar as they apply to such party in its performance of this Agreement’s rights and obligations. 9.2 Acceptance of Privacy Policy. All data and information provided by Subscriber through its use of the Service is subject to DSI’s Privacy Policy. By using the Service, Subscriber accepts and agrees to be bound and abide by such Privacy Policy. 9.3 Relationship of the Parties. DSI is performing pursuant to this Agreement only as an independent contractor. DSI has the sole obligation to supervise, manage, contract, direct, procure, perform or cause to be performed its obligations set forth in this Agreement, except as otherwise agreed upon by the parties. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between DSI and Subscriber. DSI shall not act or attempt to act or represent itself, directly or by implication, as an agent of Subscriber or its affiliates or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of, Subscriber or its affiliates. 9.4 Waiver. No failure or delay by either party in enforcing any of its rights under this Agreement shall be construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a subsequent matter. 9.5 Assignment. Subscriber shall have no right to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement to any Third Party and any attempt to do so shall be null and void. DSI shall have the full ability to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement. 9.6 Force Majeure. Subject to the limitations set forth below and except for fees due for Service rendered, neither party shall be held responsible for any delay or default, including any damages arising therefrom, due to any act of God, act of governmental entity or military authority, explosion, epidemic casualty, flood, riot or civil disturbance, war, sabotage, unavailability of or interruption or delay in telecommunications or Third Party services, failure of Third Party software, insurrections, any general slowdown or inoperability of the Internet (whether from a virus or other cause), or any other similar event that is beyond the reasonable control of such party (each, a “Force Majeure Event”). The occurrence of a Force Majeure Event shall not excuse the performance by a party unless that party promptly notifies the other party of the Force Majeure Event and promptly uses its best efforts to provide substitute performance or otherwise mitigate the force majeure condition. 9.7 Entity, Governing Law, Notices and Venue. All notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when actually delivered); (b) by overnight courier (upon written verification of receipt); (c) by business mail (upon written verification of receipt); or (d) except for notice of indemnification claims, via electronic mail to Subscriber at the e-mail address maintained on Subscriber’s Account and to DSI at notice@dudesolutions.com. The DSI entity entering into this Agreement, the address to which notices shall be directed under this Agreement and the law that will apply in any CONFIDENTIAL 13 Rev. Apr. 2021 dispute or lawsuit arising out of or in connection with this Agreement shall depend upon where Subscriber is domiciled: (a) In the United States and all other domiciles not otherwise mentioned, the DSI entity is Dude Solutions, Inc., a Delaware corporation, notices shall be addressed to 11000 Regency Parkway, Suite 400, Cary, NC 27518, Attn: General Counsel, governing law shall be Delaware and the courts with exclusive jurisdiction shall be Delaware without regard to the principles of conflicts of laws, unless otherwise required by applicable law where Subscriber is a public entity. (b) In Canada, the DSI entity is Dude Solutions Canada, Inc., an Ontario corporation, notices shall be addressed to Bay Adelaide Centre, 333 Bay Street, Suite 2400, PO Box 20, Toronto, ON, M5H 2T6 Attn: Dude Solutions General Counsel, governing law shall be Ontario and the courts with exclusive jurisdiction shall be Toronto, Ontario, Canada without regard to the principles of conflicts of laws. (c) In the United Kingdom or a country in Europe, the DSI entity is Confirm Solutions Limited, a limited company in England, notices shall be addressed to Central House Unit C Compass Centre North, Chatham Maritime, Chatham, England, ME4 4YG, Attn: General Counsel, governing law shall be England and the courts with exclusive jurisdiction shall be London, England without regard to the principles of conflicts of laws. (d) In Australia, New Zealand, a country in Asia or the Pacific region, the DSI entity is Assetic Australia Pty Ltd, a proprietary limited company in Australia, notices shall be addressed to Level 9, 257 Collins Street, Melbourne, VIC 3000 Australia, Attn: General Counsel, governing law shall be Australia and the courts with exclusive jurisdiction shall be New South Wales, Australia without regard to the principles of conflicts of laws. 9.8 Interpretation of Agreement. The Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties, and shall not affect in any way the meaning or interpretation of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. 9.9 No Third Party Beneficiaries. No person or entity not a party to the Agreement shall be deemed to be a third party beneficiary of this Agreement or any provision hereof. 9.10 Severability. The invalidity of any portion of this Agreement shall not invalidate any other portion of this Agreement and, except for such invalid portion, this Agreement shall remain in full force and effect. 9.11 Entire Agreement. This Agreement, including any applicable Order Form, is the entire agreement between Subscriber and DSI regarding Subscriber’s use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in any purchase order or in any other order documentation is void. In the event of any conflict or inconsistency between the documents, the order of precedence shall be (1) the applicable Order Form, (2) any schedule or addendum to this Agreement, and (3) the content of this Agreement. 9.12 Export Compliance. The Service, Professional Service, Content or other technology DSI may make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Subscriber shall not permit any Account User to access or use any Service, Content or other DSI technology in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. 9.13 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. CONFIDENTIAL 14 Rev. Apr. 2021 Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Subscriber learns of any violation of the above restriction, Subscriber shall immediately notify DSI. 9.14 Cooperative Use. With Subscriber’s approval, the market research conducted by Subscriber during its selection process for the Services may be extended for use by other jurisdictions, municipalities, and government agencies of Subscriber’s state. Any such usage by other entities must be in accordance with ordinance, charter, and/or procurement rules and regulations of the respective political entity. 9.15 Modifications. DSI may revise the terms of this Agreement from time-to-time and shall post the most current version of this Agreement on its website. If a revision meaningfully reduces Subscriber’s rights, DSI shall notify Subscriber.