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12/08/2021 Agreement c�Rcugrac!l '4... 0 Kevin Madok, CPA '� so •.'`{� � Clerk of the Circuit Court& Comptroller—Monroe County, Florida DATE: December 17, 2021 TO: Breanne Erickson, Contract/Budget Administrator Project Management Stan Thompson, Contract Administrator Project Management FROM: Pamela G. Hanco at).C. SUBJECT: December 8th BOCC Meeting Attached is an electronic copy of the following item for your handling: C7 Contract for the upgrade and enterprise implementation of Dude Solutions'Asset Essentials and Capital Predictor software used for routine and preventative maintenance work order system of County buildings and capital forecasting and planning in an amount of $174,052.74, funded by One Cent Infrastructure Sales Surtax.This contract will utilize competitively bid pricing in accordance with cooperative purchasing/piggybacking procedures. And granted approval for the Mayor to sign the contract after the County Attorney reviews and approves the final version. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 DocuSign Envelope ID:102070D6-0698-486D-855B-7F4387B33ECC AGREEMENT FOR IMPLEMENTATION OF THE DUDE SOLUTIONS EQUIPMENT TRACKING AND MAINTENANCE SOFTWARE SYSTEM This Agreement ("Agreement") made and entered into this 8th day of December , 2021 by and between Monroe County, a political subdivision of the State of Florida,whose address is 1100 Simonton Street,Key West,Florida, 33040,its successors and assigns,hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Dude Solutions,Inc.,a Delaware Corporation licensed to do business in the State of Florida, whose principal address is 11000 Regency Parkway, Suite 400; Cary, North Carolina 27518, its successors and assigns,hereinafter referred to as "DUDE SOLUTIONS" or "CONTRACTOR", WITNESSETH: WHEREAS, the COUNTY requires a software product to be utilized by the Project Management and Facilities Departments for the tracking and maintenance of equipment located in or on county owned or leased premises; and WHEREAS, the CON TRACTOR has agreed to implement its Asset Essentials Core Plus, Capital Predictor Enterprise and Work Planner software systems to achieve the objectives sought by the COUNTY,which shall collectively be referred to as the"Project"; and WHEREAS, this Agreement will be utilizing cooperative purchasing and pricing under a competitively bid solicitation by Sourcewell,a unit of government created under Minnesota Law, for facility management software and services related thereto including hosting, customization, integration, implementation, installation, maintenance, training, data collection, import, export and backup, record-keeping and reporting, mobile, cloud and web-based applications or platforms, customer service,auditing, compliance, security,and technical and user support. (Contract#090320- SDI, effective November 6, 2020 to November 2, 2024) (hereinafter "Sourcewell Contract 090320- SDP")with an optional extension of an additional one-year period to November 2,2025; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,the COUNTY and the CONTRACTOR agree as follows: DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, the CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as the CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied. 1.1.2 If applicable, the CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.1.3 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that it shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.1.4 The CONTRACTOR assumes full responsibility to the extent allowed by law with regard to its performance and those directly under its employ. 1.1.5 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.6 At all times and for all purposes under this Agreement, the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this Agreement shall be construed so as to find the CONTRACTOR or any of his/her/its employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this Agreement or with the provision of services or goods under this Agreement. 2 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION The CONTRACTOR'S Scope of Basic Services consists of that described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon its receipt of a written notice to proceed from the COUNTY. The parties expressly agree this Agreement is supplemented by CONTRACTOR's Master Subscription Agreement (Attachment B) located at www.dudesolutions.com/terms which governs the COUNTY's access and use of the CONTRACTOR's software-as-a-service subscription (the "Software Subscription") and the delivery of the Professional Services hereunder to the extent that said Master Subscription Agreement is consistent herewith. 2.2 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any legal notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: For the COUNTY: Alan MacEachern Information Technology Director Monroe County BOCC 102050 Overseas Highway, MM 102.5 Key Largo, Florida 33037 MacEachern-Alan6�), onroeCounty-FL.G ov Roman Gastesi Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 Office of Monroe County Attorney I I 1112th Street, Suite 408 Key West, Florida 33040 For the CONTRACTOR: Kelly Caputo, General Counsel Dude Solutions, Inc. 11000 Regency Parkway, Suite 400 Cary, North Carolina 27518 notice@dudesolutions.com 3 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Article II Scope of Basic Services and set forth in Attachment A. Should the COUNTY require additional products or services they shall be paid for by the COUNTY at pricing, rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If additional services are required, the COUNTY shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive pricing under the Sourcewell Contract 090320-SDI, to provide the requested products and/or to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the additional services. Any additional services must be funded and approved by the Board of County Commissioners. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to office accommodations, facilities, equipment, county staff assistance and cooperation,and complete and accurate data. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to a request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONTRACTOR if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to Paragraph 2.2. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services and work of other contractors. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 4.6 The COUNTY shall provide copies of necessary information or documents required to complete the work. 4.7 Any information that may be of assistance to the CONTRACTOR to which the COUNTY has immediate access will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the CONTRACTOR, the CONTRACTOR shall defend, indemnify and hold harmless the COUNTY (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all third party claims, damages, losses, and expenses (including, but not limited to reasonable attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of personal injury or property damage from the extent caused by the CONTRACTOR's negligent acts or willful misconduct during its performance of Professional Services under this Agreement. 5.2 The CONTRACTOR'S duty to defend, indemnify, and hold harmless the COUNTY, its agents, representatives, officers, directors, officials and employees shall arise in connection with all third party claims, damages, losses or expenses that result from bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, caused by the negligent acts or willful misconduct in the performance of Professional Services under this Agreement, but only to the extent caused by the negligent acts or willful misconduct of the CONTRACTOR, a subcontractor, any one directly or indirectly employed by them, during the performance of Professional Services under this Agreement. 5.3 Notwithstanding anything to the contrary, no provision of this Agreement shall prohibit or affect CONTRACTOR'S right to seek contribution from any party responsible for the underlying claim. 5.4 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of COUNTY. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications for Professional Services provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that it shall hold the COUNTY harmless and shall indemnify the COUNTY from all losses occurring thereby and shall further defend any claim or action on the COUNTY'S behalf. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. 5 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the Project. During the term of this Agreement, it is anticipated that numerous personnel will be assigned to perform the various functions, as established by the CONTRACTOR, to fulfill the Scope of Work. ARTICLE VII COMPENSATION, PAYMENTS, BUDGET and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY shall pay the CONTRACTOR in accordance with Attachment A in current funds for the CONTRACTOR'S performance of Professional Services under this Agreement based on the competitively bid pricing outlined in Attachment A. The Total Estimated Not to Exceed Amount of Three Hundred, Forty-Four Thousand, Nine Hundred, Forty-Six Dollars and Five Cents ($344,946.05) will apply to this Agreement. This amount is composed of One Hundred, Fifty-Six Thousand, Two Hundred, Sixteen Dollars and Eighty Cents ($156,216.80) in implementation & service costs and One Hundred, Eighty-Eight Thousand, Seven Hundred, Twenty-Nine Dollars and Twenty-Five Cents ($188,729.25) in licensing costs. 7.2 PAYMENTS 7.2.1 The CONTRACTOR will be paid in increments based on delivered Professional Services according to the Proposed Payment Schedule in accordance with Attachment A. Payment will be made pursuant to the Local Government Prompt Payment Act (Section 218.70, Florida Statutes). (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward. (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to the COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk of Court based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. This subsection expressly supersedes Subsection 5.2 of the Master 6 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Subscription Agreement as it relates to Automatic Payments thereunder. The payment of invoices under this Agreement shall be in accordance with the practices and procedures as adopted by the Monroe County Office of Clerk and Controller. The COUNTY is exempt from sales and use taxes. In furtherance of Subsection 5.5 of the Master Subscription Agreement, a copy of the tax exemption certificate will be provided by the COUNTY upon request. 7.3 BUDGET AND REIMBURSABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses will be incurred by the CONTRACTOR. In the event that travel becomes necessary, expenses incurred in connection with travel authorized by the County, in writing, will only be reimbursement to the extent and in the amount authorized by Section 112.061, Florida Statutes. 7.4 TERM OF AGREEMENT 7.4.1 Initial Contract Term. This Agreement shall be for a period commencing on January 1, 2022 and terminating on September 30, 2026. Except that County may terminate pursuant to: (a) Section 9.31 hereof (Annual Appropriations); or (b) the Opt-Out Mechanism (as defined below) of the Sourcewell Contract 090320-SDI not being awarded to CONTRACTOR for an additional year after November 2, 2024, whereby the County may opt out, effective Oct 1, 2024 if the County has provided written notice to the CONTRACTOR of its intent to not renew the Agreement at least forty-five (45) days prior to September 30, 2024 (Opt-Out Mechanism). 7.4.2 RESERVED. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 7 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The CONTRACTOR shall provide sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. 8.3 The CONTRACTOR shall obtain and maintain the following policies: 8.3.1 Workers' Compensation Insurance as required by the State of Florida, sufficient to respond to Chapter 440, Florida Statutes. 8.3.2 Employers Liability Insurance with limits of $1,000,000 each Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. 8.3.3 Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and hired or non-owned vehicles, with $1,000,000 combined single limit. 8.3.4 Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Limited Contractual Liability Endorsement $1,000,000 each occurrence and $2,000,000 in the aggregate. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. 8.3.5 Professional Liability Insurance or Engineer's Errors and Omissions Insurance of $1,000,000 per claim and $1,000,000 annual aggregate. 8.3.6 Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, Regulatory Proceedings,PCI Fine and Cost. The minimum limits acceptable is: $1,000,000 8.4 The CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of the CONTRACTOR, if so required by the COUNTY during the term of this Agreement. The COUNTY will not pay for increased limits of insurance for subcontractors. 8.5 If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. 8 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 8.6 As a pre-requisite of the work and services governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the CONTRACTOR shall obtain, at its/his/her own expense, insurance as specified herein. The CONTRACTOR will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the CONTRACTOR. Alternatively, the CONTRACTOR may require all Subcontractors to obtain insurance consistent with the provisions of this Agreement. The CONTRACTOR will not be permitted to commence work governed by this contract (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the CONTRACTOR's failure to provide satisfactory evidence. The CONTRACTOR shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR'S failure to maintain the required insurance. The CONTRACTOR will be held responsible for all deductibles and self-insured retentions that may be contained in the CONTRACTOR'S Insurance policies. The CONTRACTOR shall provide to the COUNTY, as satisfactory evidence of the required insurance, 0 Certificate of Insurance The COUNTY, at its sole option, has the right to request a certificate of insurance for any or all insurance policies, including all amendments, endorsements, exclusions or changes to the policy, required by this contract. The CONTRACTOR agrees that the insurance policies shall not be subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the COUNTY by the insurer. The acceptance and/or approval of the CONTRACTOR'S insurance shall not be construed as relieving the CONTRACTOR from any liability or obligation assumed under this contract or imposed by law. 9 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Subparagraph 8.3.3 and Subparagraph 8.3.4. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by the Monroe County Risk Management Department. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the BOCC may deem necessary. Except that CONTRACTOR shall have the full ability to transfer or assign this Agreement to the surviving entity in a merger or consolidation or to a purchaser of all or substantially all of its assets without the written consent of the COUNTY. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns, and legal representatives to the other and to the successors, assigns, and legal representatives of such other party. 9.3 NO THIRD-PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise,with or any rights in favor of, any third party. 9.4 TERMINATION 9.4.1 In the event that the CONTRACTOR shall be found to be negligent in any aspect of the Professional Services, the COUNTY shall have the right to terminate this Agreement after thirty (30) days'written notification to the CONTRACTOR. 9.4.2 Either of the parties hereto may cancel this Agreement in regard to Professional Services without cause by giving the other party sixty (60) days' written notice of its intention to do SO. 10 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 9.4.3 Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with thirty (30) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this Agreement with the CONTRACTOR, the COUNTY shall pay the CONTRACTOR the sum due the CONTRACTOR under this Agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to the CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 9.4.4 Termination for Convenience: In consideration for the multi-year pricing included in Attachment A, the COUNTY is expressly bound for each of the subscription terms set forth in Attachment A for the term of this Agreement. The COUNTY agrees to pay to CONTRACTOR all fees specified herein. Notwithstanding anything to the contrary elsewhere in the terms of the Agreement, all Subscription Fees are non-refundable and non- cancelable. In consideration for the multi-year pricing included in Attachment A, the COUNTY may terminate this Agreement for convenience and without cause only as prescribed in Subsection 7.4.1 through the exercise of the "Opt-Out Mechanism" or Section 9.31 of this Agreement. 9.4.5 Scrutinized Companies: For contracts of any amount, if the COUNTY determines that the CONTRACTOR has submitted a false certification under Section 287.135(5), Florida Statutes, or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the COUNTY shall have the option of (1) terminating the Agreement after it has given the CONTRACTOR written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.4.6 For contracts of $1,000,000 or more, if the COUNTY determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the COUNTY shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 11 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 9.5 CONTRACT DOCUMENTS This contract consists of the Sourcewell's Request for Proposals (RFP), any addenda, the Form of Agreement (Sourcewell Contract 090320-SDI), the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement (Sourcewell Contract 090320-SDI) as a part of this Agreement, Attachment A and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. By signing this Agreement, the CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto and may result in debarment from the COUNTY's competitive procurement activities. In addition to the foregoing, the CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether the CONTRACTOR has been placed on the convicted vendor list. The CONTRACTOR will promptly notify the COUNTY if it or any subcontractor has been formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.7 MAINTENANCE OF RECORDS The CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven (7) years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five (5) years following the final payment or termination of this Agreement. 12 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Right to Audit Availability of Records. During the Term, nor more than once annually, and for three (3) years thereafter, COUNTY shall have the right to review financial records of CONTRACTOR in the course of a financial audit. All records shall be kept for seven (7) years after the Term. All records shall be maintained in accordance with Generally Accepted Accounting Principles (GAAP). 9.8 GOVERNING LAW,VENUE, INTERPRETATION, COSTS,AND FEES Notwithstanding Subsection 9.7 of the Master Subscription Agreement, this Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and the CONTRACTOR agree that venue shall lie in the 16' Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.9 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.10 ATTORNEY'S FEES AND COSTS In the event there is any dispute concerning or arising out of this Agreement and, as a result, a party incurs attorneys' fees for the purpose of enforcing any provision of this Agreement or in defending any claims asserted by the other party with respect to this Agreement, each party shall be solely responsible for its own costs and attorney's fees incurred in connection with the dispute, regardless of whether or not a lawsuit is actually filed and irrespective of which party prevails in such legal proceedings. 13 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and the CONTRACTOR and their respective legal representatives, successors, and assigns. 9.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.13 CLAIMS FOR FEDERAL OR STATE AID The CONTRACTOR and the COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS The COUNTY and the CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Paragraph 9.4 concerning termination or cancellation. 9.15 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, the COUNTY and the CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. The COUNTY and the CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY The parties agree that there will be no discrimination against any person and it is expressly understood that, upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights 14 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Act of 1964 (PL 88-352),which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC �� 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC � 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC �� 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, �� 523 and 527 (42 USC �� 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC �� 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC �� 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.17 COVENANT OF NO INTEREST The CONTRACTOR and the COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.18 CODE OF ETHICS The COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency;unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.19 NO SOLICITATION/PAYMENT The CONTRACTOR and the COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or 15 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.20 EMPLOYMENT OR RETENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Monroe County Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Monroe County Ordinance No. 020-1990. For breach or violation of this provision, the COUNTY may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 9.21 PUBLIC ACCESS. Public Records Compliance. The CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The COUNTY and the CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with this contract and related to contract performance. The COUNTY shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entided to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the COUNTY to perform the service. (2) Upon receipt from the COUNTY'S custodian of records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the COUNTY. (4) Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records that 16 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC would be required by the COUNTY to perform the service. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY,upon request from the COUNTY'S custodian of records, in a format that is compatible with the information technology systems of the COUNTY. (5) A request to inspect or copy public records relating to a COUNTY contract must be made directly to the COUNTY, but if the COUNTY does not possess the requested records, the COUNTY shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the COUNTY or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the COUNTY'S request for records, the COUNTY shall enforce the public records contract provisions in accordance with the contract, notwithstanding the COUNTY'S option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR who fails to provide the public records to the COUNTY or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292- 3470 BRADLEY-BRIANkMONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.22 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 17 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY,when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida Constitution, state statute, and case law. 9.25 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entidement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION The CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by the CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 18 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 9.27 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.28 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.29 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the CONTRACTOR and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The CONTRACTOR shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. 9.30 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control,without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; ( action by any governmental authority prohibiting work in the geographic area of the Project; (each, an "Uncontrollable Circumstance"). The CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by the CONTRACTOR under this Section. The CONTRACTOR shall give the COUNTY written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. The CONTRACTOR shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full 19 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC performance under this Agreement. The COUNTY will not pay additional cost as a result of an Uncontrollable Circumstance. The CONTRACTOR may only seek a no cost extension for such reasonable time as the COUNTY'S Representative may determine. 9.31 ANNUAL APPROPRIATIONS Performance and obligation by the COUNTY to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the CONTRACTOR beyond that already incurred by the termination date. 9.32 PUBLICITY Notwithstanding Subsection 9.2 of the Master Subscription Agreement, the CONTRACTOR shall not use the official seal, logo or any other image associated with the COUNTY nor represent that the COUNTY has endorsed the products or services of the CONTRACTOR without the specific authorization of the Monroe County Board of County Commissioners in accordance with Chapter 2, Article II, Subsection 2-29(b), Monroe County Code. 9.33 ENTIRE AGREEMENT Notwithstanding anything to the contrary contained in Subsection 9.11 of the Master Subscription Agreement, this writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing, approved by the Monroe County Board of County Commissioners, and signed by both parties before it becomes effective. [Remainder ofpage intentionally left blank;signature page to folloy], 20 DocuSign Envelope ID:102070D6-0698-486D-855B-7F4387B33ECC 0 , S WHEREOF, each party has caused this Agreement to be executed by its duly C%.4, 78rVic esentative on the day and year first above written. y a<d BOARD OF COUNTY G.�s-0 e COMMISSIONERS "'''' 'MVO 'n Madok, Clerk OF MONROE COUNTY, FLORIDA ‘107/e 4 4 By:q By: As Deputy Clerk Mayor/Chairman (Seal) CONTRACTOR Attest: DocuSigned by:a, By: By: 02DF19D1127B429... Title: Title: CFO END OF AGREEMENT MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM ``-�� ,Lis TANT COUNTY ATTORNEY CZI Cfl DATE: 12-15-2071 a --a L- 21 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC ATTACHMENTS DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC ATTACHMENT A DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Dude 'Software for Smarti-mr Operatlons So utions PREPARED FOR Monroe County Cary Knight Director of Project Management 1100 Simonton St Key West, FL 33040 PREPARED BY Dude Solutions 11000 Regency Parkway, Suite 400 Cary, NC 27518 PUBLISHED ON October 08, 2021 dudes,oluflons.com 11000 Regency P,kwy#400 J Cary,NC 27518 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Dude S;oftware for Smarte,�,,- Operatlons So utions Sor..rrcewell/NJPA pt.achasing contract httQs.-Ilwww.sourcewell-mn.aovlc000eLgLZt:2ULLhasingIO90320-sdi#tab-contract- documents Lhttp -Ilwww.sourcewell-mn.govlcool2erative-,QurchasinOI090320-sdi#tab- contract-documentsl. Contract 4090320-SDI Expiration date: 11/2/2024 Q-220387 Pricing is based on... Term:57 months(01/01/2022-09/30/2026) "I l IR Ot U" ,NN,,q-k, j Ir c ON Asset Essentials Core Plus 1 1,09S.1 S USD (2,329,98 USD) 8,76S.17 USD Capital Predictor Enterprise 7,918.70 USD (1,66193 USD) 6,2SS.77 USD Work Planner 3,563.29 USD (74829 USID) 2,815,00 USD Total: Subscription Year 17,83S.94 US 1 D The Subscription invoice for Year 1 will be issued upon acceptance of the Order Form, *3 rrionths iris ucled at no charge on the first subscription invoice. 1, ,2,111& qP, h,1', ,1' I 1 "Y\ A, �K11 1, 1, TVX ............. MYN Facility Condition Assessment for 97,329.42 (2,919.88 803048.0 Square Feet USD USD) 94,406.32 USD Data Migration As Is 0.00 USD 0.00 USD Year 1 Tota L Implementation & Services 156,216.80 USD dudesolu'dons.corn 11000 Regency P,kwy#400 / Cary,NC 27518 2 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC MON Dude S;oftware for Smarti-mr Operatlons So utions PM Schedule Creation for 13,169.99 (395.10 803048.0 Square Feet USD USD) 12,776.49 USD Equipment Barcode Tagging 13,169.99 (395.10 12,776.49 USD USD USD) Asset Essentials Core Consulting 12,950,00 (647.50 12,302.50 USD USD USD) Asset Essentials Standard Implementation 1,700.00 USD (85.00 USD) 1,61 S.00 USD Capital Predictor Enterprise 16,840.00 Implementation USD 16,840.00 USD Custom Professional Services 5,SO0.00 USD 5,500.00 USD University Tuition 895.00 USD 895.00 USD Dude University Promotion -89S.00 USD -895.00 USD Implementation &Services 156,216.80 US Year 1 Total:� !u si sr sr sr st si sr sr sr sr it sr sr sr sr st sr sr sr sr sr':sr sr sr sr sr it sr sr sr sr st sr sr sr sr sr':sr sr sr sr sr it sr sr sr sr st sr sr sr sr sr':sr sr sr s .:Ir uil{lsttr�{/V tt7rUsl tt7rUsl tttr4sl tt7rUsl tt7r4sl tt7rUsl ttu,, *Custom Professional Services lnclude:An additional On-Ske day to train the chent's staff how to collect:.FAA data for their fUtUre new buildings that will riot be ready at the time of the assessment as well as an additional 112 a day at the end of the trip to provide a comprehensive our-brief style presentation to their Senior Leadership Team dudes,oluflons.com 11000 Regency P,kwy#400 / Cary,NC 27518 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC MON Dude 'Software for Smarti-mr Operatlons So utions Q-220387 Remaining Subscription Invoices ............................... "A �............. St "N Mm X, MOM w , Asset Essentials 10/1/2022 24,664.49 USD (S,l 79.S4 USD) 19,484.95 USID Core Plus Capital 10/1/2022 17,6O3,2S USID Predictor (3,69&68 USD) 13,906.S7 USID Enterprise Work Planner 10/1/2022 7,921.20 USE) (1,66145 USD) 6,2S7,75 USD Total: 39,649.27 USD 111,'>"MiV A, "Ji ",0"OV1`4 CIMMINM R ... .......... ........................./"""/",,",,,,,,,,,,,,,,,,,,",,�"","",,,,,,",�"!�'', Asset Essentials 10/1/2023 25,897.72 USD (5,43&52 (ISID) 20,45920 USD Core Plus Capital 10/1/2023 18,483.42 USID Predictor (3,881.52 (SID) 14,601.90 USD Enterprise Work Planner 10/1/2023 8,31727 USD (1,746.63 USD) 6,570.64 USE) Total: 41,631.73 USD . ........ k .. . ..... ....... .. . "A"A. .. ' , ..... . . . . \a E 0, U .S . (. ..... .............................. . ... . t. iit Asset Essentials 10/1/2024 27,19161 USD (5,710.45 USD) 21,482.16 USE) Core Plus CapitA 10/1/2024 19,40T58 USID (4,075.59 USID) Predictor 15,331.99 USD Enterprise Work Planner 10/1/2024 8,733.13 USE) (1,833.96 USID) 6,899.17 USE) Total: 43,713.32 USD .......... id Asset Essentials 10/1/202S 28,552.24 USD (S,995.97 USD) 22,556.27 USID Core Plus Capital 10/1/2025 20,377.96 USD (4,279.37 USE)) Predictor 16,09&59 USID Enterprise Total: 45,898.99 USD dudes,oluflons.com 11000 Regency P,kwy#400 J Cary,NC 27518 4 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Dude 'Software for Smarti-mr OperatrIons So utions .00 0, M Work Planner 10/1/2025 9,19638 USD (1,925,65 USD) 7,244A 3 USD Total: 45,898.99 USD dudes,olutions.com 11000 Regency P,kwy#400 J Cary,NC 27518 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC MON Dude 'Software for Smarti-mr OperatrIons So utions dudes,olutions.com 11000 Regency P,kwy#400 J Cary,NC 27518 000 signsnvelom,0: 10207no6-0698-486D-855e' F4au7Bansoc Dude 'Software for Smartemr Operatlons So ut~ons �� ~�N� �� N��N��^�� .~°~.� N~~°~°~~� ��N�=N~° ~~ ��~�� Implementation Purpose Dride SOkJtiOnS'(DSl)Asset Essentials with Standard lirq:flernentation service is designed to provide our clients m/ithguidancebyexperiencedsub/ec1matterexpertstoensureaneffectiveandeffidenLimp|ementaLionanda faster ROL With over 12,000 clients successfully using our software,we understand what it takes hzsuccessfi..IUy irriplernent your sok.ition and �ook forward to working with yoi i throi igh our Standard h-np�ernentation service. Value By partnering with Dude Solutions and taking advantage of our Standard lcop�ementadon service,ym.i are provided expert guidance in the best. practice configuration and usage of Asset Essentials, By following our focused project p�an,you will experience fast time to vakie arid will see your AE account configured and ready to use within 3O days, plus anaddibonJ 3O days of go-live support frum your Implementation SpeciaUst. Our Train-the-Trainer,approach streamDnes1he implementation process and empowers the Client Project Lead to fully ovvnand operaticnaUze Asset Essentials quickly within their organization, DeUiwemmbUes ~ Project Kickoff call ~ Access to Basecamp project collaboration too� ^ 3D-dayimp|ementadonsupport ~ OptionM template-based data irnports for availaMe Location,Asset,avid User,data cluring the project period ~ 1-on-1 configuration guidance by dedicated lmfs�ementadon5pedaUst ^ 3D-day go-live support ~ Train-the-trainer best. practices and content.to onboard your team ~ Unlimited access to Help Site and Virtual [|assroomTnainings Methodology and Approach With over,12.00Oclients successfully using our software,vve understand the importanceofmoving quickly tobe able to configure a new system and drive adoption within your orgarii7ation to facilitate a smooth transition from your current system to Asset Essentials. Your Standard Implementation service will begin vvithaKickoffCaUwithoneofourProjeoLCoordina1ors. Frumthere. adedicatedlmp|ementationSpeciaDstvviU guide and assist you through the imp|ementation project.The first 3O days are focused onaccount configuration and training while the final 30 days are dedicated towards go-live support to ensure account enaHement, Byfollowing this p�an You'll beempoweredtoeffective�ystreamUne your operadonSusin8Asset EssentiaK Below isa samp�e Standard Implementation sen/icede|ivery: Sample Standard Implementation Service Your dedicated implementation teamwill be here to assist.you during the duration starting during the Kickoff call. dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 7 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smarti-mr Operatlons So ut~ons Kickoff Call with Project Coordinator,Agenda: ~ |ntroductions-PnojecLRo|esand Responsibilities ^ Overview of Implementation Process and Tools Project ^ Discuss Current Processes and Goals Kickoff ~ Review Basecampand Resources ~ Review Account Setup Spreadsheet ^ Determine Timeline and Next Steps ` Attend Fundamentals virtual classroom training or review equivalent help content ~ Understand basic navigation and configuration requirements ^ Watch First Steps video ~ Compile location, user,work category,and asset data intemp|ates ~ Initial Data Review Call with Implementation Specialist ~ Login tm Asset Essentials pending client data load ^ Become tami|iar with basic functionality of the system ~ Configure locations, users,work categories,assets ~ Connect with Implementation Specialist on account configuration Account Setup and progress Configuration ~ |f integrating AE with G|5- Rest URLs/YVebK4apID ^ Set Initial Map Extent ~ Configure Map Service and/or GeocodeService ~ Confirm G|S data loads properly on Map-To test, turn on3-5 G|S layers in the map view 10 confirm the data displays correctly ^ Confirm G|S data loads properly on the Mobile Apo map ~ Sync ONE LAYER at minimum to test for any potential issues. ~ OnMop- makesureyoucanidenbfyanassetandcreateaYVOagainstiL ~ QnApp-make sure you can "Create WO"and associate toaG|S-synced Asset. dudes,oNuflons.coun 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 8 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Dude 'Software for Smartom,- Operatlons So utions ® Attend work Order Management virtual classroom training or review equivalent help content Attend Mobile App virtual classroom training or review equivalent help content Account Setup and Continue account configuration of work categories, priorities,work types, Configuration approval routing, email notifications Connect with Implementation Specialist on account configuration and work order management progress ® Download Mobile App and review Help Documentation Review mobile functionality with Implementation Specialist i PSI ttJ , r 1 s i \ i 1 l Attend Preventive Maintenance virtual classroom training or review equivalent help content Account Setup and Begin setting up Pal Schedules Configuration Create and complete test PM work orders Connect with Implementation Specialist on account configuration progress cr f. t 7+ t\ + +,,i>>151:S1S1S1S:�S1S1S1:S1S1S1S�S1S1S1S1S1S1S�:S1S1S1S:�S1S1S1:S1S1S1S:�S1S1S1:S1S1S1S:�S1S1S1:S1S1S1S�.S1S1S1S.1Sl� Perform use case testing to ensure solution readiness Submit test requests to confirm routing;and approval prowess • Confirm email notifications are sent and received as expected Use Case Testing and User Have representatives from various user roles login to confirm they can Training execute job functions as expected Pnsure desktop and mobile functionality and views are as expected • End users access and review online help documentation Confirm users can access AE and perform expected job functions tp}S�r1 +yl}I),ii ytsyrytatytytytatayl � t i'+ rJ ,tt, y} yty+Yy+fy+yy �t��itp`` ,,t,itl,E,rN,,rt t tts< t t t t t t t t .t t t t a t t t tt t t ttt<,,,1,4} Confirm goals defined during Kickoff gall have been met Implementation Complete Confirm product readiness and Project Close Introduce ongoing DSI resources • Close project Excluded from Standard Implementation r'.t des,olu lons.co[t`t 11000 regency P,k y#400 J Cary,NC 27518 ct 000 signsnvelom,0: 10207no6-0698-486D-855e' F4au7Bansoc Dude 'Software for Smartom,- Operatlons So ut~ons For the avoidance of doubt,the following services are not induded: ~ Evaluation of your current practices, policies and procedures for the purposes of performance improvements. ~ Troubleshcioting any issues reiated to your IT infrastn_icture or Mobile devices ^ Migration of data from other systennsurlocations ~ Export of data ta any other systems or third parties ~ Role-based end-usertrainings Completion Criteria Thesteps(ToDo's)inthe8asecampprojec1pianrepresenttMeindividuaiactivitiesthatconstituteStandard Implementation for Asset Essentiais. Upon compiednnof the required ToDo's' the Standard Implementation Service will be deemed delivered arid the project will 6ec|osed.SomeTo Do's may riot be applicable tothe Chent's needs and may be waived frorn the project upon agreernent. between the Client.and Irripiernentation Specialist. Some To Do's(data importing,for exampie)are considered ciptionai and may or may not be complete(.] dependin�mn the avai|abiUtyof data to be imported. Completion of optional To Do's isnot required Locomp|etedeUveryof Standard |mpiementa1ion arid close the project. Client Assumptions The success of this project is dependent on the attendance and full engagerrient.of the key stakeholders. ~ The client will scheduie tirne for the appropriate resources to be available to the Implementation Specialist for all scheduied and/or required activity. ^ Should the need to reschedule any engagetoents arise, the client will be responsible for-reaching out to their implementation specialist.within the 60-day project.duration window and will be subject.tothe impiementation spedaUst'sovaiiebiUty, ~ The client shall beprimarily responsible for providing access and training on Asset Essentials to end- users. ~ The client will provide data t.o be imported in a t.imeiy mariner and in the ternplate format provided via Basecamp so the implementation Specialist has an opportunity to import the data dr.Aring the 60-day project period. ~ If there is no existing data, the iryiplerrientation Speciaiist will guide the client to focus first on key equipinent and their associated PMs to be manually entered into Asset Essentials by the Chent. ~ Client will have access to G|S system. ArcGlS onUneNewer licenses may be required. ^ Client will have access to personnel on their side to make changes toG|S. ^ G8 layers shouid all have unique names arid Global |Ds for Asset-syncing tobesuccessful. ~ [UentiTdepartmentisresponsib|eforensuringaccesstomobi|edevices' internetconnec1ions. emaii access and web link access to the app|icaUon(s) Project Assumptions DSi has made the following general assumptions in this SOW to derive the estimated cost for this project, It is the responsibility of Client to validate these assumptions arid responsibdities before signing the Acceptance, DeviadonsfromtheseassumptionsmayimpactDS|'sabifitytosuccessfullycompietethepr(.)ject, DSiisnot responsible for deiays caused by Missed scheduled engagements and iow engagement preventing chent frorn being able to successfully implement, dudesoluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc MON Dude 'Software for Smarti-mr Operatlons So ut~ons ~ Standard Implementation is designed arid resot.irced to be completed within 60 days of the project kickoff call, In the event additional tirrie is required,there is a rnechanisr-ri to purchase a Project Extension, Implementation Specialist will need to be notified that an extension is needed at least.'10 days in advance, ~ VVithoutanetension'theimp|ementationprojectvviNbedosedafter6Odaysandthehmp|ementation Specialist redirected, but the client will retain full access to Asset Essentials along with DS�V[Ts. LKXS. online He�p Documentation, arid our Legendary Support.Team ~ DSI is not responsible for delays caused by missing data or other configuration information that..is required to be availaUe prior to the Standard IMplernentation sev-vice, Having the requested data arid configuration information avadable prior to implementation may minimize de�ays so progress can be madequick|y ~ Project extensions will be considered for exlenuating circuiTIstances arid will follow the change contro� process,which requiresmanagementapproval. Change Controls Parties maya�reeto modify the Sem|cesthroughawr|�en change order spec|�caNyreferencing this appUcab|e Statement ofWork. Such change order will become part of the apphcable Staternent of Work when execrited by both Parties,avid the services described therein will become part of the Services. You may request that DS�add services not in the Specifications by submitting a written proposed change order to DSL DSI shall negotiate in good faith regarding change order prices arid shaH riot require rates higher than those set for[h in the Investment page. Such change order will becomepart..of the applicable Statement of Work when executed by both Parties,and the services described therein will becorne part of the Services, �� ~�N� �� /�N� �� NQN�� ^�=~~� Essentials ~~ ��~~�^=« n�N��« and N— N�N ��NN~~��~�N~~� ImpleN��N��~�� N�~�� N�� mentation� �� N � � Consulting N�N� � Package� � ��° �� ~� �= °� �� ~� =��~^ Statement [lfWork Purpose Dude So�utions'(DSI)Asset Essentials is designed to provide our clients with focused guidance by experienced consu|tantstoensureaneffectiveandefficientimp|ementationandofasterROLThisinc|udes-meetingwith key stakeholders to ensure the set-up and configuration of the sys emnvNl meet the client's current and future needs� �ocadon arid category hierarchies are configured appropriately;workMowsmeet the needs of the business-, available data is cleaned,Aigned and imported; and end users are trained arid ready for go-live. Value By partnering withDude Solutions,you are provided expert guidance in the best practice configuration arid usage of Asset EssenhAs,I-lie following are ways in which this value is realized: ^ Faster tirne to vakie-chents who�everage Our focused consuLing services see implementation tinie frames thar.are Up to four times faster than clients who do riot vitilize ovir services. dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WON Dude 'Software for Smartemr OperatrIons So ut~ons ~ Expertdatamana�ement:we work with dientdata every day and provide guidanceoncreating good data for reporting. lri partnership,we will he�p clean up arid import data for you,allowing you more time to focus on your dady operations,arid riot the one-time activities necessary to get your account configured effectively. ~ Dedicated professiona� services:the partnership between you and your consu|tantwill align Asset Essentials best practices,configuration arid worki'lows to best rneet your business needs,Our team will bring their thousands of hours of expertise to the table, helping ensure 3 smooth transition to your new [NIMSsystem. DeUivemabUes ~ Projec1 kick-off call with aD8 Project Coordinator ~ Determine specific maintenance related goa�s arid objectives to drive the must effective Asset Essentials configuration to meet theclient's current arid future needs ~ Determine and set-up appropriate workflows arid drop-down UsLs ~ Review,deanse arid irriport available user, location, asset,arid schedWed PM data ~ Estabhsh integration with client GlS system, configure up to 10 client GIS�ayer syncs ^ Assets. PK8sand Corrective Work Order Processes ~ Training for Adm|ns' Leads and Full Users ~ Go-Live Support for oddidonA assistance during roll-out ~ Unlimited access to Help Site,Virtual Classroom Tra|n|ngs.and Best Practice vveb|nars-during and after imp�ementadon Methodology and Approach Dude SuUions or a qualified Service Prcmider(DS| Service Provider)will interview your key maintenance sLakehoWers to determine account configurations and settings.With over 12,000 clients successfully using our software,we understand the importance of understanding your goAs,objectives,and current work-flows,as we|| asthe|mportanceofgett|ngtoknovvyourusers.Yourprofess|ona|sem|ces|mp�ementaUonvvNlbeg|nvv|th an Orientation Call with a dedicated Project Coordinator. Additional resources will he|p prepare you for your consulting di-ne through access to a project collaboration too� (Basecarnp)where a tearn of implen'rentation specialists will he�p answer questions arid provide access and recoroiTieridations for Virtual Classroorn Training sessions, Once yoi..ir data Visa been collected you will be ready to work with yoi..ir assigned consultant to understand your workflow, cleanse and irriport your data,configure your ac-count arid offer user-role based software training sessions. Below are topics that will be discussed with your DS� Service Provider: ~ The primary reasons your,organization began a [NINIS search ^ The ideal timeline for completion ~ Business deadlines that drive this timeline ~ Project team members who will be participating in the implementation,arid their roles ~ lnterna| champions for this project ^ Sceptics that may require additional change management support ~ bsues' barriers, urroadMocks that your organization experienced with Previous softwaneimp|ementaUons ~ Resolution of those issues for this imp|ementztion/conversion ^ Aspects ofAE planned for immediateuse ~ Aspects ofAE planned for future use dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 ��0 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smarti-mr Operatlons So ut~ons ~ Aspects ofAEp|onned not tobeused K4mbi|eApp CostCentero/Bu6gets Connector Tool Integration Projects Parts arid POs Capita| Forecast/p/edictor Core CidzenPorta| Mobile profiles Map-based Work Orders G|S Asset Management PyN scheduling and best practices AEReporting Goals and Reporting ^ Reports/information needed from Asset. Essentials for who and how often ~ Key maintenance noetrics ~ overall goals ofyour maintenance department ~ Goa|s/needsfrom Asset Essentials[&4M5 ^ Measures of success for this implementation Users ^ Users who will use Asset Essentials ~ Roles for-each user ~ ResponsibiUties of each role including unique responsibiU ties within common roles ~ Permissions per role ^ Requester access, usage arid approval ~ Specialized User needs dudesoNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smarti-mr OperatrIons So ut~ons ~ Departments Public Works Departments ~ K8ukip|esite(s) ^ FaciUty|ayout- ^ Parent-child Locations for Buildings arid Roums ~ ldenhfying Building-type Locations ~ Management/supervisory nesponsibiUtiesbyfunctiona|area ^ Simdarities/differences between facilities Mapping: ^ WO creation from Map ^ Citizen Portal(requires UDC in Gov, nutavadaWe in Edo) ~ Mobile Profiles(available to all clients in Gov, requires GBinEdu) GU& ~ Configure GIS Map Settings ~ Review Map Layers ^ G8 Layer Configuration and Syncing Assets Assets ^ Asset. life cycle process within youroperation ~ Major types/categories ofequipment ~ Asset Parent-chHd relationships ~ Meters used ^ Key reporting needed to drive effective asset management Maintenance Operations ~ Maintenance department org chart/hierarchy ~ Techs specialized orgenera�orboth ~ Tech service areas(if app|icaUe) ~ Departments other than maintenance involved in Asset Essentials- ^ What departments ~ Type ofinvolvement. ~ Contractors Workflow ~ VVOwork#owprocesses- ~ Requests/[orrectiveVVO's ^ Determining factors for who gets assigned each corrective or-PK8VVO ~ Examples include Location,Work Category,Type, Status. Priority' etc. ~ Stepsintheprucess - ~ Requester process ^ Approval process, ifrequired dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 2751814 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WEN Dude 'Software for Smarrtom,- Operatlons So ut~ons ~ Assignment Process ^ Completion requirements ^ Mobile appusage ~ PM's ~ Assigned from PKXtoanindkhduA or-flow through aplanner/supervisor ^ Asset Essentials creates Location or Asset-based PK8s ^ Tasks Library ~ Scheduling cycles and stacking groups ~ Overall VVOManagement ^ Prioritization ^ Daily/Weekl/needs ~ Cost Tracking ~ Building Views ~ WO Reporting Go Live Support ^ Begin usingAE as your prinnaryCKXK4S ~ Provide internal support.for basic usability questions ~ Upto4 weekly follow up sessions with your lrriplementation Specialist to review progress with rollout and useradoption, Implementation Complete! ~ Project.Close ^ Begin working with DS|'s Legendary Support Team (LST) for ongoing user,questions Sample consulting engagement Our primary goA is to assist YOUr tearn in their transition to a new solution.Through our interviews with key sLaff,we will identify your objectives to NOCUS on during Our stay. Below you'll find an example schedUle of a typical consulting engagernent.Tirne invested into each phase varies based on client need, Discovery Phase Tho discovery phoseis typico0yo phone or web interview that typically lasts o couple ofhours ^ lnterview rnairiterrance arid operations managers/supervisors, technicians,operators ~ Overview of application withkey stakeho|ders ~ Define vvorkf|os and Use-cases within the applications ~ Discuss change management and strategy Data Loading and Configuration Preparing Data is a key component of the set-vice ond requires client input, but the consultant will take core gfthe rest! ~ Data review of existing data frornprevious[KXKX5systemor data sets ~ Map current data into AE setup and format ^ Configure 6|S Map Settings dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smarti-mr Operatlons So ut~ons ~ Review Map Layers ^ GiS Layer Cori figuration and Syncing Assets ^ Determine priority ufdata load tomeetuse-cases ~ Review data inAE and discuss data manalgement Use-case setup and P&0training Setup workflow to meet use-cases ond begin P)V1 troirlirig ^ Refinements to con Mgu ration,workflow arid data asneeded ^ Bui|d workflow to meet agreed Use-cases ~ Refine Request/Work Order tempiatesto capture required data ~ Training on creating and maintaining PMs with apphcation Admins and Supervisors Hands-on User Training User training sesa/oncbyuserruleorfbn/tionondtypico0ylostupto8Om/nu&sfOrup8zYO-Y5usecs ~ Trainendusers-supervisors'techniciansandrequesi.ors ~ Ha ids ontnainingof reactive workflow with Supervisors ~ Mobile or Desktop training ava|iab|efor most user roles Evaluation A1 the conclusion of the consu|t|ng service,the consultant will forward notes to your project coordinator capturing what was accomplished and any recommended next steps.The project coordinator will schedule a f0lI0W-Up call within 2 weeks of the consulting service. Ongoing communication until the project is complete will be through your Bosecampproject, Post EnabUemmentSupport After data is looded, the account configured, and Users are trained the-system is ready to roll-out ~ Support go-live-adjust 120nftffation, provide additional training and data entry support ~ Review aspects ofAE planned for future use ~ Define follow-up tasks and next steps ~ Define Post Launch Support point ofcontact Project Assumptions QSi has made the following generai assr-imptions in this SOW to derive the estirriated cost for,this project. It is the responsibility ofClient to validate these assumpdons arid responsibih ties before signing the Acceptance, Deviations from these assumptions may impact DSI's abffity to successfully compiete the project.. Any changes in scope,schedule, or costs will be documented by the Project Coordinator,whether-there is a cost irnpact or not, ~ DSI is not. responsible for delays caused by missing data or other configuration information that is required tobeavai|abie prior to the consulting service. Having the requested data and con figu ratio n inforrTiation available prior to the consi.Ating service may minirnize deiays so progress can be made quickly, ~ DSI is not. responsible for'Updating or making configuration changes to the client(]IS data dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc MON Dude 'Software for Srnartom,- Operatlons So ut~ons Client Assumptions ^ Configuration and data OpLions mayvary based on the version of Asset Essentials arid the correspondin�semice�eve| that was purchased. ~ Client will have access toG|Ssystem, Arc6/I online Nerver licenses may berequired. ^ Client will have access to personnel on their-side to make changes taG|S. ^ US layers shouN all have unique names and Guba| |Ds for Asset-syncing to be successful. ~ [|iena F department is responsible for ensuring access to rnobile devices, Internet connections, ernail access and web link access to the app|icaUon(s) ^ The client will schedule time for the appropriate resourc.es to he available to the consuAtant for all schedu�ed consulting activity.The success of t.his process is dependent. on the aftendance and full engagement of the key stakeholders.The client will Aso provide a dedicated roorn or area with adequate technology for asuccessfuAconsu|ting service, indudinc..;but. not|imited to monitor/projector' cornputers/tablets,quality phone c.-orinecdon,arid wireless internet access. ~ All key stakehoWers who will take part in the goals arid objectives and dat.a portions of the consulting service have attended the recornmended virtual classroom trainings prior to the service. ~ Prior to the conSUIdr'1g service,the client will provide data for each record type in Exce�or[5V format |n one file and one sheet with one record arid its associated information per row. ~ ff there is no existing Asset data,the consultant will guide the client. to focus on safety and location- based PMs and inspections. ~ Reschedu||n�mr wee ks vv|�ateIresu|t|na $5OD rescheduling fee. Change Controls Parties may agree to modify the Services through a written change order specifically referencing this this applicaMe Statement of Work.Such change order will becorne part of the applicaHe Staternent of Work when executed by both Parties,and the services described therein will becorne part of the Services, You may request that DS�add services not in the Specifications by submitting a written proposed change order tuDSL DSI shall negotiate in good faith regarding change order prices and shaH not require rates higher than those set forth in the Investryient page. Such change order will becorne part of the applicable Staternent of Work when execuAed by both Parties,and the services described therein will becorne part of the Services. Special Terms for Asset Essentials- Asset. Essentials pricing is based on a maximum storage limit of 200(..;B of dat.a, Data storage that.exceeds 20OGB may subject to an additional fee of$200 per year per additional 20OGB of storage. dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 �� 000 signsnvelom,0: 10207no6-0698-486D-855e' F4au7Bansoc Dude 'Softmire for Smarti-mr OperatrIons So ut~ons ��~��N ��~�� ~�� N Capital 0— � ~~��N~.�~°� Enterprise Model N �° �� ~~ `� ~~ DevelU��N�� Statement of opment � ��~��~~� � �~�� =~N ��~°� �� Starter Package Purpose The purpose of the Capital Predictor Enterprise Model Development,as scoped herein, is to build the working first-generation assetHecyde model* required to realize the value that m[apitai Predictor Enterprise subscription has to offer in support of the Client's infrastructure investment planning processes,To facilitate this outcome,aDude Solutions'(DSl)Selected ConSLdtarrt(Consultant)Will Use their expertise a�ong with the Client's provided data and input,to develop a ||fecyc|emodel. Value By partnering with Dude Solutions,you are provided expert consulting and configuration of Capital Predictor Enterprise. In sunirnary,the scope of the proposed Capital Predictor Enterprise Modei Deve�opnnen15ervice includes: ~ Consukant to build lifecycle modeUs)for the asset class(es)identified in this SOW and using the Client's data-, ^ Client data loaded into the|ifecydemoM(s)in Capital Predictor using the asset c|ass(es)identified in this SOW and usin-The Client's data and inpu� ~ One(1)monthofonUnesupportprovdeddirecdybythe[onsu|tant,Thisserviceisdesignedtoprovde Client staff with assistance in matters re�ated to reporting; troubleshooting,and refining the previously deUveredhfecydemudebsJ; +A^Orst-generationUfecyde model" isa fully functional Capital Predictor Enterprise Ufecycemodei that can be Used to present reports and exp�ore the fUnctionai aspects of Capital Predictor Enterprise software. However,the term'first.-generadon' |s used to qualify that the while the model is built using the Consultant's expertise, it may not yet be mature or iccurate enough for actual dectsion-making purposes since additional client input is required.Also note that a single model applies to a single asset class. For example,a modei built for pavement would not include information about signageor street markings. Per this scope of services,a Hecycle model will be developed for the asset class(es)identified be�owc ?FaciDhes Methodology and Approach Task 1. Pre-Workshop Kick-Off Meeting and Preparation dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WON Dude 'Software for Smartemr Operatlons So ut~ons Consultant wiH work with the Client's designated Project Manager to facilitate a Kick-OffMeeting arid prepare thernselves and the Client's project tearn for the data gathering, Sub-Task1.1: Kick-Off Meeting [9omu&aTosk:uptoZ hours dunoior] The purpose of the Kick-Off Meeting isto: 1, Review project goals and objectives; 2, Review data requirements; 3. Review avei|oWe data sources and decision support criteria; 4, Address any scope, logistical, or scheduling questions. Smb~Task1.2: Initial Model Preparation /Rennote Task:duration is os needed, not to emceed 16 houoj Project. preparation tasks our ing this phase of the project will include: 1, Consukarrit will review relevant information provided by the Client, including data Sources(such as GIS), decision support pro,,..esses, capital plans,assessment reports, arid other information that will be beneficial Lo the project outcomes. Consultant will advise Client.of any schemaordata changes required for a successfiJ model,Consukant may make assumptions or calculate additional fields so the model may proceed to be buffl:in a timely manner if required changes to source data are not completed by the Client in atinne�ymanner. 2, Access t.o DSI ordine Capital Predictor Enterprise resources will be provided. An ernail will be issued to designated Client staff with links to access the software, Knowledge Base, and eLearning videos. A meeting with a Client IT representative may be necessary if there are any installation questions, Client Responsibilities 1, Designate a Project Manager,This person wHI interact directly with the Consultant to set i-neetinc, times, coordinate staff, direct feedback,approve invoices and other tasks as required to [Ap keep the project on track, 2, Determine who will participate in the data gathering and model review. DS�suggests that participants include both personnel who are act.ively involved in capital plan decision making arid personnel who are responsible for managing data that contributes to the decision-making processes. 3, Determine and assemWe data sor-irces that.will be used in CapitA Predictor Enterprise,This shorAd inClUde any existing condition rating systems, derision support criteria used to determine repair, rehabilitate, &rep�ace,and budget &capital planning strategies,These resources will be provided to the Consultant for review prior to the initial model preparation, 4, Complete data schema and/or data r.,ipdates recommended by the consr-iltant.and provide updated data to Consultant- 5, ConsohantwiHhostanyrequiredmeetingsusingon|inescreensharingsoftware(VVebEx.Zoom' or sirnilar).The Client is responsible for ensuring remote access for all Client Participants. cludes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WON Dude 'Software for Smarti-mr Operatlons So ut~ons DeUieerab&es 1� A remotely fadhtated Project Kick-Off Meeting, up to two(2) hours in duration, to be facilitated by DSPs Solutions Consultant and attended by applicable CUent.and Consultant teammembers, Task 2: LifecycUe Model Building [Remote Task,Two-day duration] Consultant wiH utilize Client data and input to refine the asset. lifecycle rnoM for the scoped asset(s). The format isasfollows: 1, lnida| Model Presentation and Discussion Vlbnbhop Session /�8hours) Podjcioonts,Senior Managers,Asset Systpm0yonogers and their desigoee(s), G/S staff Project 0Yonoger Consultant will step the workshop participants through the inihA rnode�,explaining the criteria used and the resuhs.This will include: a, Treatment parameters.The types of treatments that are CUrrently being used, criteria for triggering treatments, arid trezt.menteffects. b, Service State(aka Condition)criteria. Criteria for determining the service state ofassets, induding condition scoring, likelihood of failure,age, and other criteria as it would be used for decision making, c, Lifecycle criteria such as material, size, �ocation, era of installation,and other criteria that contributes toward defining the life expectancy afassets. d, Degradation Profile,Thedeterioration curve of the asset(s). e, Decision criteria.Additional decision criteria other than service state that will be Used in theUfecyc|e modeL Examp|esindude material, criticality, capacity, location etc, [ Decision Model. How all the criteria come together to trigger treatments arid their effects inadecision model. & Costing data for each treatment,which are determined in the unit of measure for the asset(s), h, Budget caps.At least one simu|ationshouJdbe on existing budgets. Other simuJations may be created that vary the budget amounts, i Data structure. Evah-rate how the Client's data matches up to the decision criteria. Make note of modifications that may need tobeperformed, j, Forced projects,Any projects that the Client is already committed to may beidentified arid forced to happen in the designated year in the mode�simulation, Client will have the opportunity tm provide sortie inpuft for the model during this session,Which may be incorponotedattheConsu|tant'sso|ediscretiontofurtherenhancetheinidJmodei dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 20 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc MMM Dude �oytware for Smartom,- Operactions So ut~ons Client Responsibilities 1, [onsukantwjU host the meetings using online screen sharing software(WebEx,ZOOM, orsimilar).The Client is responsible for ensuring remote access for all Client participants. 1 Client staff should arrive prepared with all digital arid paper-based information deemed relevant to the workshop. Deliverables 1, Rernote Workshop session facilitated by an DS�Selected Consultant as described herein. 2, Capital Predictor Enterprise muded0esasdevek)ped. 9, Copies of any data that has been modified during the process. Task 3: Post Workshop Support [Remcte Task: duration isas needed, noLto exceed 16hours] During the one(1) month period immediateh/following deUveryof the first-generation Capital Predictor Enterprise Vecycle mode�s,the Consukant will remain the primary contact for support as it becomesdesined by the Client staff who participated in the Task 2 workshop.The purpose of this support period isto provide Client.staff an opportunity to ask questions on the Ufecyc|emode|(s)' reports,data, or other- material deemed necessary by the Client to extend the value cf the Capital Predictor Enterprise subscription. This support|s|n addition toDS|'s standard support services, 1, AUsuppori.wNlbepromidedchroughemai|'schedu|edonhnemeetings.andphone conferences.The Client Project Mariager will schedule the support activities with the DSI Solutions Selected [onsukant prior to each event, 1 At Consukant's so�e discretion, the Consukant. may engage in some additionA development of lifecycle models, reports, or other material in consiAtation with the Client as deemed appropriate. 3, Support are lirnited to staff who participate in the workshop, but the services provided by Consultant during this phase inckudes help for workshop participants to comim.micate to other Client staff, Project Assumptions DS� has made thefollowing genera�assumptions in this SOW to derive the estirnated cost.for this project, It is the responsibility of Client to validate these assumptions.which include Client responsibilities before signing the Acceptance, Deviations from these assumptions may impact DSI's abihty to successftdly cornp�ete tile project.Any changes in scope,schedule,or costs will be documented by the Project Coordinator,whether there isa cost impact orriot, ~ IDSI and Consi..iltant are riot responsible for delays caused by missing data or other configuration information that is required to be available prior to the consuking service. Having the requested data and configuration information available prior to the consulting service may minimize delays so progress dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WON Dude 'Software for Smartom,- Operatlons So ut~ons can bemadequickly, ^ Client shall use best efforts to Identify of all project-related key information to allow the project schedu�es to begin on tirne,Any changes to key information after Project kickoff may require a Change Controls, ~ Parties agree to provide tirrAy responses to task-related ernails or phone calls to eriable on-tir-ne completion ofaUassignments. ^ At�easi:24-hour notice cancellation shall be given by the Parties if required members for any scheduled rneeting cannot.attend.This shall allow sufficient time to cancel/re-schedule the ineeting as soon as possible to keep the project on schedule. ^ Prerequisite data gathering,which may relate to an orientation call or requirements gathering meeting, musLbe completed prior tu the schedu|e6meeting,ApnoducLive meeting requines that the data gathering becomp|etein advance of the meedng, Change Controls Parties may a�reetonnodify the 5emicesthrough avvri�en change order speci�caNyrefenendngthis this applicaUe Statement of Work,Such change order will become part of the applicaHe Statement.of Work when executed by both Parties,and the services described therein will become part of the Servi,,:es. You may request that DSi add services riot in the Specifications by submitting a written proposed change order toDSL Such chan�eorder vvUlbecome pa�of the appbcab|e Statement ofVVork when executed by both Pa�|es' and the services described therein will become part of the Services. Excluded from Services For the avoidance of doubt,the following services are not induded: ^ Unless otherwise included in Hie Consulting service, evaluation of your current practices, policies, procedures, or,personnel for the purposes of perfori-nance or other improvements. ~ Troubleshooting any issues re�ated to your IT infrastructure, including COMPUter software riot provided byDudeSa|ubons arid/or GBor other systems. ~ Migration of data frorn other systems or locations, un�ess specified on the Order Forrn, ~ Updating any of your source data, ~ Export of data to any other systerns or third parties other-than those specified on the Order Form, ~ Training in Capital Predictor software/model development, MiUestoneBiUHng-Unvoice Schedule Invoicing for the CapitaiPredicr.or Enterprise Model Development service will be provided asdelivery mi�estones are comp�eted, Mow is the schedule forthe billing milestones and the related percentage. dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 2� DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Dude 'Software for Smartem,- OperatrIons So utions Capital Predictor Enterprise Model Development Description Percentage Milestones Kickoff and Data Gathering Kickoff and initial model preparation (Task 1) Ir 0% Workshop Sessions and Wrap Lifecycle rnodel building,workshop sessions and wrap up(Task 2) 50% Up dudes,oluflons.com 11000 Regency P,kwy#400 / Cary,NC 27518 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smartemr OperatrIons So ut~ons @��~N~�� ~��~i�~�� *�u��H�u��8MA�� *�A�� 0*N= N—��~.NNN�� =�°� ��N�N~°� � ��~°~~~°~°� � �~.� �� °��~~ �°N 1�v0�� Purpose Dude So�utions'("DSI`)facility condition assessrrierit("FCA")is a visual assessment evaluating the facility systems based on the following Standard Scope of Work("SOVV'`). This FCA service will collect data mnmajor facility assets, as well as provide narratives that surnmarize assessment observations arid comments. An inventory ofEquipment Items as well as a forecast model of t-ifocorning Systern/St-ib-Systern replacernellts will be irriported into DSI's work&asset rnanagernent,capita�forecasting arid capital prediction software solutions as set forth on the applicable order Form, Value By partriering with DS�you not ordy gain the engineering expertise of DSI's Service Providers;you also are provided with assumancethat the data collected as result of the facility condition assessment is properly integrated into your DSI software applications. DS� has Successfully comp�eted more than 800 projects ranging frorn Facility Condition Assessments,Asset Inventory Collection(including barcoding)arid preventive maintenance sche6uAecreation,Ourmethodo|ogy provides you with confidence to make better data,decision- making on both short-term and long-ternn capital investment needs of your organization, DeUiverabUes All FCA's will include adehveraNe containing the following items: ~ Narrative report with descriptions of major systerris and corresponding conditions ~ Primary digital photos of key components and deficiencies are included in the narrative ~ 20-yearcapiU Reserve table with System/Sub-System replacement. costs and dates ~ lmportof5ystems-|eve| detail into client's D5� capital forecasting/prediction solution ~ lmpmrt major Equipment |tems into client's DS|work&asset managementso|ution, Methodology and Approach A Certified DS� Service Provider,will collect, document, and analyze tile fadhties assessment data to achieve the following: ~ At the start of each buiHingor facility assessment aewill interview cUent`s staff to understand what improvements have been made in the last three years,what improvements are p�arined in the next three years arid known problems that may exist. ~ lriventory all major building equipment including quantity,size,asset tag number, manufacturer, model and serial number. ~ ldentify deficient conditions in terms of deferred maintenance slid bi-didirig condition. ^ Provide o reasonable cost analysis for the above-mentionedefforts. ~ For-single building projects, provide a report for the property that details the assessr-nent data. ~ For mu|ti-buUing projects' data will be collected from every building in the portfolio.The narrative report will include an executive role up for all sites included with tile service. dudesoNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 24 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc MMM Dude 'Software for Smartom,- Operatlons So ut~ons The field data collection will be performed ar.an individr-A and systern level as described be�ow: 1� DetAed data collection of individual equipment items wiH be captured to build an equipment inventory which will be imported into DSI's work&asset i-nanagernent Solution as defined in the Asset Inventory and Sysem/[omponenttaHebelow. 1 Acmndidon assessment mf major-building systems, including HVA[' BectricaL Numbing, Rmofing, Site Paving,Vertical Transportation, StructuiA arid Building EnMope to be iniported into DSI's capital forecasting/prediction solution asdefined in the Asset Inventory arid Sys em/ComponenttaHebe|mw, 1, I IVAC equiprnent. iterns orfly will also be tracked in the capr[A forecast or prediction soh ition as specific Sub-Systeins. For these iterns, Make/Model/Sei-U Nurriber wifl be captured and tracked in the Equipment|nventory,and the item will also be included asaSub-System, 1 All other rnajor Systerns will be collected at the Systems Leve� in DSI's c.apital forecasting sokition as a general Sub-5ystems. Asset Inventory and Systemns/CompsnentTabUe The following table defines the standard SOW that will be followed to capture the equipment data used to build the Equipment lnventory'which will be|mported into the Work&Asset Management Solution as well as the Systern-Sub-System data used to build the Capital Reserve TaUe that will be imported into the capita� forecasting or prediction solution, Table Column Header Descriptions Individual or' System Level Capture ~ lnd|v|dua| = |temwNl be collected individually ^ Sys tern = |temvvi0 be grouped bysysem or sub-system,�ocauonvviU correspond to the associated building structure Item Represented in Capital Forecasting or Prediction so|ution?Y/N ~ No=Cost information related to individually captured itemsvvi|| be provided at system orsub-system level on�yin capital forecasting or prediction solution Included in Equipment|nventory?Y/N ~ No=ltemw/ffl not be setup in the work&asset managementsokItion *ltems captured as a system will be setup as a single equipment inventory item so ffiat work can be tracked against it. dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 25 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smartemr Operatlons So ut~ons Exterior Systems Exterior Doors System Level Yes No Exterior Walls System Level Yes No (Finish) Exterior Windows System Level Yes No Roofing System Level Yes No Electrical Automatic Transfer Individual No Yes Make/Model/Serialia| numberwi|| be Switch captured when available Electric Door Individual No Yes Exterior Doors Only Systenns Emergency Individual No Yes Must be Permanently Installed,does Generators not include mobi|eunits Main Distribution Individual No Yes Primary panel bringing utility into Panels building only Motor Control Individual No Yes Centers Switchgear Individual No Yes Primary Service to Building(Must be Transformers Individual No Yes Client Owned) Breakers,switches Not Included inService or starters Individual light fixtures(emergeng\ Not Included inService exterior, etc.) Motors Not Included in Service Portable Not Included in Service Generators dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 26 000 signsnvelom,0: 10207no6-0698-486D-855e' F4au7Bansoc �� 'Software for S��a��peratl��ns �� So ut~ons Secondary Electrical Not Included inService Panels VFDs Not Included inService Emergency Back- System Level Yes Yes Cost model based upon building SQ Up Lights FT cost Lighted Exit Signs System Level Yes Yes Equipment Commercial Laundry(washers, Individual No Yes dryers) Commercial Trash Client-Owned, Permanently- Compactors Individual No Yes installed facility infrastructure units only Residential Type ResidendaiVVasher/Dryers' Appliances, Shop Not Included in Service Refrigerators' Microwaves arid Tools and Ranges Not Included Equipment Exterior Enclosure Garage Door& Commercial Type Garage Openers Garage Door Individual No Yes Only(Excludes Residential single Opener care garage doors) Fire Protection Eyewash/Safety Individual No Yes Permanently Installed Items Showers KSainFire Pump and Jockey Pumps Fire Pump Individual No Yes greater than 1 HP Main Fire Panel Individual No Yes Fire valves, Not Included inService Included in Alarm System SFCost hydrants dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 27 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Soytware for Smartemr Operatlons So ut~ons Imi Smoke detectors, Not Included inService Included inA|arm System SFCost horn strobes AEOs System Level Yes Yes Fire Alarm System System Level Yes Yes 8arcode applied to Main Fire Panel Fire Extinguishers System Level Yes Yes SpeciahtyFire Suppression System Level Yes Yes Kitchen-Style Suppression System System Spr|nklerSystem System Level Yes Yes HVAC Air Handling Units Individual Yes Yes Includes Rooftop and Ground Boilers Individual Yes Yes Bui|dingAutomaLimn Individual Yes Yes Systenn Chilled Water Individual Yes Yes pumps Chillers Individual Yes Yes Cooling-Fewer Individual Yes Yes pumps Cooling Towers Individual Yes Yes Qeaerators Individual Yes Yes Energy Recovery Individual Yes Yes Units ExhaustFans Individual Yes Yes Rooftop Only Exhausthoods Individual Yes Yes Furnaces Individual Yes Yes Non-Residential dudes,oluflons.com 11000 Regency Pkwy#4Q0 / Ce/K NC 27518 28 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Srnartom,- Operatlons So ut~ons Make/Mo6e|/Seria| number will be captured for both interior and Heat Pumps Individual Yes Yes exterior when accessible; otherwise it will be captured as one single cost an6item Hot Water pumps Individual Yes Yes Make Up Air Units Individual Yes Yes Package A[Units Individual Yes Yes Includes Rooftop arid Ground Ductless Split 5ystemswill be cap�uredasonesin�ieiLem�The SpUtSys1ems Individual Yes Yes barcode will bc located onthe exterior unit Unit Heaters Individual Yes Yes Included in the service and Fan Coil Units* Individual Yes Yes quantified based oncUentsupplied data and/or drawings only. *No visual capture. Included in the service and quand�edbasedoncOentsu�p!ied Unit Ventilators* Individual Yes Yes data and/or drawings only. *No visual capture. Included in the service and VAVBoxes+ Individual Yes Yes quantified based on client supplied data and/or drawings only. *No nimea8captUre. Window Units Not Included in Service Radiators Not Included inService Thermostatic Not Included inService Controls Interior Systems dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 29 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc MMM Dude 'Soytware for Smarti-mr Operatlons So ut~ons Interior Ceiling System Level Yes No Interior Doors System Level Yes No Interior Floor System Level Yes No Interior Walls System Level Yes No Kitchen Dishwashers Individual No Yes [onnmercia|'Sty|e. non-residential Freezer(Walk In, Individual No Yes Reach In) Will riot receive abarcodeif Grease Traps Individual No Yes barcoding services isincluded Large Kitchen Individual No Yes Valued above $2'OOO Equipment Oven, Stoves Individual No Yes Refrigerator(Walk Individual No Yes [ommcrcia|-Style, non-residential In, Reach In) Broilers, Grills, Individual No Yes Valued above $2'OOO Fryers [ounLerTop Not Included inService Appliances Cutlery Not Included inService Tables' Racks Not Included in Service Plumbing Domestic Hot Water Individual No Yes 8O Gallons and Above. Does riot Heaters include Instant Hot Water Heaters Domestic Water Individual No Yes 1HP and above Booster Pumps dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 30 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Dude 'Software for Smartom,- Operatlons So utions "A"', 4 " Y. q'P Hot Water Storage Individual No Yes Tank Main Backflow Individual No Yes Includes Domestic and Fire Preventer Suppression Sump Pumps Individual No Yes Fixtures System Level Yes No Filters Not Included in Service Strainers Not Included in Service Valves Not Included in Service Site Improvements Drainage Systems System Level Yes No Parking, Paving, System Level Yes No Sidewalks Under the floor, behind the wall related items-electrical distribution, Utilities System Level Yes No Domestic water/sewer& HVAC Ductwork. Cost per sq.ft. estimation for replacernerit/rehab. Vertical Transportation Dumb Walter- Individual No Yes Elevators Individual No Yes Escalators Individual No Yes dudes,oluflons.com 11000 Regency P,kwy#400 / Cary,NC 27518 31 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WON Dude 'Software for Smarti-mr OperaItions So ut~ons For the Equipment Items and Sys tems8ub-Systems listed in the Asset lnventory arid SystemsAComponent Table above,the following attributes will be captured as follows depending on whether the iterri is included in the Equipment Inventory arid/or as a General or Spe('ific System Component of the Capital Forecast.or Capital Prediction solution: Corresponding Equipment Item Number Y N Equipment Item Number will replace Sub-SysternID N+ Corresponding System-Component ID N Y Equipment Item Number will replace Sub-System ID Site/Location/Building Y Y Y Name Description Y Y Y SystemBub-System N Y Y [|ass|ficaL|on/Type Y N N Unit ofMeasure N Y Y Quantity N Y Y Unit Cost N Y Y N+ Manu/yNode|/5eria| y N Will be included on Numbers Individual Equipment Record dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 �� 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Srnarrtom,- Operatlons So ut~ons llo Tag Y N N (ifavai|abIe) Date|nService Y Y Y (ifavai|abIe) Condition Y Y Y Estimated Replacement Y Y Y Cost Estimated Next Replacement Date Y Y Y Life Cycle Y Y Y Included in28-yearCapital N Y Y Forecast? Evaluation At the conclusion cf the assessment(s)' the D8Service Provider will prepare reports as described above that.include: ~ Agenera| description of the property and improvements and comment generally on observed conditions, ~ [omments for components that are exhibiting deferred maintenance issues arid provide estimates for- "irTirnediate"and "capital repair"costs based on observed conditions,avaikisle maintenance history and industry-standard useful |ifeestinnates. |fappUcaUe.thisana�ysiswiUinc|udethereviewofanyavaikb|e documents pertaining to capital improvements oornp�eted within the last Ohree years, or currently under contract.I-lie DSI Service Provider-shall also inquire about. availaNe mainteriance records and procedures and interview current available on-site maintenance staff. ~ A schedule for, recornmended replacement or repairs(schedi.de of priorities). ^ Address cridoai repairs separete�/from repairs anticipated over the term of the analysis. ~ AF[| index number for each building. ~ A twenty year capital p�an with on Executive Summary with graphic presentation ofnesrAtsto provide aquick'"user- friend|y'summaryoftheproperty'sobsemedcondiUonandestimstedcostsassignedbycategory. Cost Estimating dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 �3 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc MMM Dude 'Software for Smartom,- Operatr1rons So ut~ons Each sin& building report will include an estirnated cost for each Systern/Sub-Systern repair or replacernent anticipated during the evaluation terni,The capital needs arJysis will be presented as an Excel-based cost LaUe that includes a summary of the description of each component, the age and estimated remaining useful life, [lie anticipated year of repair or replacernent, quantity, unit cost and totai cost for the repair of each line item.A consolidated Capitai Needs Analysis will be presented that includes all anticipated capital needs for all buildings. |n addition to the detailed description of the deficiencies,we will provide cost estirriates for the deficiencies noted,The cost estirnate for capitai deficiencies will be based on the estirnate for rn,.Iintenance and repair. Project management costs,construction fees, and design fees will be derived using actuai costs from previmrs projects, ifavailable. DSi Service Providers use the ASTM Unifori-nat 11 systern for categorization and a proprietary blend of national prevaiUng industry-standard cost mode�shor cost esLimadng. DSi Aso maintains and updates our cost. estimating system with information received from the field. Through our construction monitoring work, we have current cost data from hundreds of in-progress construction and rehabilitation projects. This allows cis to project costs based on local conditions and to maintain a cost database that in most cases is more current than published mmde|s. Assumptions ^ Average building square footage is greater than 1O'OOO sq.feet, |f average square footage of all buMingstobe included 10 receive the service is�essthan 1O'OOO sq.feet, cusLom pricing is needed. ~ All buildings are located within one primary geographic zone/region(Example-Schooi District, Higher Education, Main Carnpus, arid Town), If rnOtiple or scattered locations across the state are to receive theservice a custom quote mugbe obtained.(Examp�e- K8u|dp|e Higher Education Satellite Campuses locations, State Department Agencies) ^ Residence Halls-A sampling would be based upon visits to approx.20% of Hie roorns.When calculating the projected replaceffient cost of the in-residence items, these iterns will be treated as a systern, Acost based upon the sampUng will be generated for the sysem, Mividua| in-room collection of assets would riot be provided, if desired acustom quote wouddbeneeded, ~ RecondNadonof existing equipment inDSiwork&asset. management solutions arid updating of historical records will not beperformed. if reconciliation is required this is subject.toadditionaicosts depending upon the amount of'changes requested. ~ Capture of Data plate information is subject to readily accessUe, �egible information pW:e. ^ DS| team rnernbers rnake final determination of whether areas housing assets are safely accessible for data collection. ~ D5|team members will not move assets or interfere with asset functionaUtyto collect namep�ote information. ~ All Data on SOW is capr.ured at the asset.level-subcomponents of assets listed on the SOW will riot. be captured. ~ Equipment riot in service oridentified as^Run-to-Fai|^are excluded from data gathering service unless inventory is required for compUancepurposes. Client Responsibility dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 34 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smartemr Operatlons So ut~ons 1 Client will provide the needed input, rescii-irces,arid doct.irrientation to support the tasks of the service and associated timelines for dehveryof the service, 1 Any data to be migrated from client.drawings or spreadsheets has to be provided to the DSi Service Provider within 15business days ofcomp|etionofonsiteactivity. 1 Client will review and provide any feedback related to data sent to them for review by DSi Service Provider orDS|within 15 business days or unless otherwise determined, 4, if Data is not reviewed within the 15 business day tirne period DSI will aSSLArne that the Data provided by the DSi Service Provider is approved and will load into theclient's software. 5, Client will be responsible for scheduUng and coordinating all meetings arid interviews invok/in8other teams, departments, managerrient tearns or other necessary resources required for the success of this project. 6, Client will provide adequate access to working facilities(i.e.,access badge, parking pass), if specific authorization or clearance is required client will notify D5i and/or DQ Service Provider in advance of ons|1e, 7, Client will ensure that the DSI Sei-vice Provider is granted accessibihty to the fadhties and/or systerns required to conduct the necessary work defined in this SOW. |fDS| Service Provider is not.granted access to all areas, this couN resu|t in missed information gathering arid/or delays in |rnp�ementat|onUme||nes, For Flat Roofs,this means providing the DSI Service Providers with access to a ladder so that they are able to conduct a visual assessment. 8, Client will ensure that the DSI Service Provider is granted accessiloffity to DSI Software,for Clients with Connect Authenticate/Sirigle Sign Ori this may require your Techno�ogy Tearri to setup the DSi Service Provider|n Your o�an|zat|ons�dent|ty Provider service, 9, Client will provide a knoMedgeable escort for work defined in this SOWand access to per'sonnei as necessary. 10� RecondNadonof existing equipment inDSiwork&asset management solutions arid cleanup of historical records and/or data within the software is subject to additional costs depending upon the amountof changes requested. 11, DS| is not responsible for reconciliation of portable or moveaHe assets after onsite collection is performed. 12, Addition of Equipment Barcocle Tagging services most be Isr-irchased Prior to onsite activity by the DSI Service Provider and is riot included in the Standard F[A SOW. MiUestoneBiU|ing-UnvoiceScheduUe Invoicing for the FacHity Condition Assessment service will be provided as delivery rrfl�estones are completed for projects equaior greater than 154.8QO square feeL. Below is the schedu�e for thebilling milestones add the related percentage. dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 �5 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc Dude 'Software for Smartemr Operatlons So ut~ons Pn�ec1acquisition template set up,Vendor kickoff call w�hdien�Travel Mobilization Project arrangement costs; other miscellaneous pre-visit preparation On-Site Field Data Project launch meeting with client first day of onsite,acquisition of data to Capture Scope ofWork at all locations included in project,and closing meeting at 3596 end ofonsite activity to confirm completion and review next step actions. Data aoLivity. indudingquality assurance and control that occurs after�e|d DataKS�na�ement 3596 work is completed to produce the data file, CreaUonand delivery of8na| narraUverepo�s(F[A)' and data�|es(FCA/ Report 1596 Data Gathering)toclient. *If project is greater-than 1.5KX Square feet additional nnHestones will beleveraged, Equip�� U~�� N�� ~�� ~�� ment� �� Inventory� �� N Service��= �°� � �~� � �� °�� ~��° � �� ~�� Purpose The Equipment lnventoryBarcoding Service works with your Dude Solutions Work&Asset Management so|ut|on in conjunction with an ^Equ|pmentlnnentory^(Data Gathering)or,a Fac|hty[ond|t|on Assessment.(F[A)serviceoffering. Value Barcoding identifies equipment. by assigning a unique nurnber to that equipment itern which will then serve as an identifier in your Dude Solutions Work&Asse�K8ana�ement system database a||nvvingfar easier identification arid tracking of the itern,The barcoding of equipment inventory occurs during the onsite equipnnent data gathering/collection Process. DehveraUesbyDude Solutions to the Uientinclude the following: ~ Commercially produced weather resistant barcodesw/i|| be applied to the majmr, pieces of equipment covered in the scope ofwork provided in the Data Gathering or-Facility Condition Assessment services, ~ Barcode numbers will be available for use at the time equipment inventory data is imported into your Dude Solutions Work&Asset Management Solution. The Dude SokiUons Service Provider will make aneffort toapp�ybarcodesina convenient location sothe facility's maintenance staff can easHy identify Lhem. Based upon our professional expertise,werecommendthe following ^ Application of the barcode shall belAaced next to the Data Plate of an Asset. Placing bercodesinthis dudes,oluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 36 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WNH Dude 'Software for Smartom,- Operatlons So ut~ons location ensures that the barcode can be easily identified arid associated to the asset in a CMMS software, ^ if data plate is riot present., or is inaccessUe, the barcode will be p�aced in an accessible area that is easHy seen by maintenance technicians,does not detract frorn the appearance of the equipment, isn't in danger of being tampered with,or will be otherwise destroyed through nori-nai use and cleaning of the asset. Assumptions ^ Purchase of service is made prior to onsite activity, ifonsite activity has been completed,custompricing would be req.Jr-ed as a revisit would be needed for the ls�acernent of the barcodes. ~ For Asset Essentials Clients, deteri-nination of 1 D(Standard)vs 2D(OR Codes)is required prior to onsite activity. URL creation a�ong with QR code fiunchase and encoding is needed prior to onsite activity. If determination is riot provided prior to onsite activity, I D(St.andard) barcodes will be used, Invoice Schedule Invoicing for the Barcoding Service will be provided upon completion ofonsite activity at1OO96. ��~�� ~�� N� ��~�� N—� ~. � �� N � ~~ N��N==N� � �~.� �==� ��~. ��`�NN~.��~~N~. �=� ~.==�N�~� � Purpose Preventive Maintenance(PM)Schedule creation is a service offering provided in conjunction with an "Equipment Inventory" (Data Gathering)service or Facility Condition Assessment(F[A). P[N SchedOesvxi|| be generated off the equipment inventory collected by the DSI Service Provider di-n-ing either,the Data Gathering orF[Aservice. The intent of this service is to identify needed procedures and inspections required to rnaintain facilities systemsin safe, re|iaWeand efficient. condition. Value By leveraging DGl's PM SchedAe Creation service. DS| dients are aUeto leverage arid incorporate regular preventive maintenance best practices of their equipment. By performing regular or rCrUtine maintenance best practices,you ensure that your equiprinent is operating under safe.and optimal conditions thus preventing the potential for dovvntime arid shorter life expectancy. Deliverables All Preventive Maintenance Schedule Creation services include the fcllowin�deliverables: ~ Creation of PIM Schedules for populating your Dude Sokitions Work&Asset Management sokition ~ Data popu|ationvvithin DS| Software. No report will be provided. Methodology and Approach QSi Service Providers leverage rm.dtip�e libraries of PM standards to create PM schedules, These standards are boseduponprevailingnationalcodesandstandardssuchasASTK4.ASHR4E' NFPAand8OK8A. Procedures related to performing the caskswithintheschedu�e will include: dudesoluflons.com 11QQQ Regency Pkwy#4Q0 / Cary,NC 27518 �7 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc MMM Dude 'Software for Smarti-mr Operatlons So ut~ons ~ Safety Points ^ Tools Required ^ Estimated Time to Complete Maintenance ~ Step-by-step procedure tocomplete maintenance work order Prior to the import or-population within the DS|Software, the QS| Service Provider vviN- ~ ReviewofPK8TaskCheck-offLisiswiLhOient ~ Setup baseline PKXschedudes for the equipment inventory collected ^ Work with the Client to determine PK8 Schedule assignment, Assignment includes setting upthe appropriate Technician or contractor who will be performing the related PM tasks into the master importtemp|ateto ensure that the routing of work flows accordingly in the Work&Asset. K8anagement So|uUon. Assignment will bemadeat the location or craft level, Anything above and beyond this|eMof assignment will be managed arid rnaintained by the client.within the software or require a custom scope of work for theDS� Service Provider tudeliver. For ossi�nmenttooccur' the cUenLmusLhave the Technician or contractor created in the software prior to onsite activity. ~ Work with the Client to determine the start date,frequency and load balancing based upon client staffing. lf start dates cannot be determined or agreed upon within a tirriely rnanner,the PM ScheduAes will be loaded into the Client's Work&Asset Management solution as"Inactive". Assmmmptloms ~ Client.will provide feed backi review of PM Schedules within 15 business days of delivery frorn the DS| Service Provider, IffeedbacW review ofPKX Schedules exceeds 3O business days, DSI will provide a Deliveriable Acceptance Forrn to the client to complete review within 30 days, |f feedback|snot provided during this dme period, DS|will assume delivery cf the service and import the PK4schedulesas ^inacLive'' in the system. DSI will provide training on how updates can be rnade within the software or perform nnass updates if needed for afee, ~ Once PM Schedules are imported into the DSI Work and Asset Managernent applications,any updates and/or alterations ofthose schedules need to be communicated to DSI within 30 days. DS|will only make updates related to the below items: ~ Discontinuation ofPIM Schedules created with the service ~ Alteration of frequency on existing schedules created with ale service ~ Alteration of start dates for theschedules created wjththeservice Otherwise,any revisions beyond this 3O day period will be the responsibility of the client toperfornn within the software orDS| toperformatan additional fee. ~ Reconciliation of existing PM Schedules in the client's account is subject to additional costs depending upon the number of active PKX's and is not a part of the standard SOW. Invoice Schedule Invoicing for the PM Schedr.de Creation Service will be provided upon receipt of PM Schedule drafts at 100% dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 38 000 signsnvelope0: 1oo07noo-0onx-4xoo-8soe'nF4au7aaoscc WON Dude 'Software for Smartem,- OperatrIons So ut~ons Proposal terms ^ Proposal has been prepared for Monroe County("5ubschber') ~ Proposal expires in sixty(5O)days Order Form terms ~ This Order Form arid its Services are governed by the Lermsof the Dude Solutions, lnc, Master Subscription A reementfound at ("Terms'`)' unless Subscriber has a separate written agreement executed by Dude Soh-itions, Inc.("DSP')for the Services, in which case the separate written agreement will govern.Acceptance is expressly limited to these Terms, Any additional ordifferent terms proposed by Subscriber(inckuding,withot.a.limitation,any terms contained in any Subscriber purchase order)are objected to and rejected and will 6e deemed annateriaiakerationhereof. ~ The Effective Date of the Agreement between Subscriber and DSI is the date Subscriber accepts this Order Form. ~ During the Term, DSI shall,as part of Subscriber's Subscription Fees, provide telephone and email Support("Support Services")during the hours of8-OOAK8 and G:OOPK8 EST, Monday through Friday, excluding New Year's Day, Meco0risl Day, Mependence Day, Labor Day,Thanksgiving Day,day after Thanksgiving, Christmas Eve and ChriStrTias Day("Business Hours"), except Con-irriunity Deve�oprrrent Services,where Business Hours meansS:OQAN1-5:ODPMPST, ~ Acceptance of this Order Forrn orr belialf of a cornpany or legal entity represents that you have authority to hind such entity and its affihates to the order,terrris and conditions herein, if you do not have such authority, or you do riot agree with the Terms set forth herein,you must not accept this Order Form and May not use the Service, Additional information ^ Prices shown above do not include any taxes that. may apply.Any such taxes are the responsibility of SUbscrikier.This is riot an invoice. For Customers based in the United States,any applicable taxes will be deterrnined based on the laws arid regUktions of the taxing acithority(tes)governing the "Ship To" location provided by Subscriber.Tax exemption certifications can be sent to � ~ Billing frequency other than annual issubjectUoad6itionai processing fees. ~ Please reference Q-228387on any appUcsHe purchase order and emaiito ~ Dude Solutions, Inc. maintains the necessary liability coverage for its products and professional services. Proof of insurance can be provided uponrequest. dudes,oNuflons.com 11DOO Regency Pkvvy#4DQ / Cary,NC27Sl8 39 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC Dude 'Software for Smarti-mr OperatrIons So utions Signature Presented to: Q-220387 October 08, 2021, 2AS-1 1 PM Accepted by: Printed Name Signed Name Title Date dudes,oluflons.com 11000 Regency P,kwy#400 J Cary,NC 27518 40 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC ATTACHMENT B DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC ® TM onS Dude Solut 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 NOTACCEPTTHIS AGREEMENTAND 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 beta,pilot, limited release,early adoption,non-production, sandbox,evaluation or a similar description. 1.8 "Confidential Information" means any non-public information 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 other aspects of business operations and any copies or derivatives thereof. Confidential Information includes Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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. 1.9 "Content" means all of the audio and visual information,documents,content,materials,products and/or software contained in,or made available through,the Service. 1.10 "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. 1.11 "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. 1.12 "DSI Data" means all data, information and other content provided by or on behalf of DSI to any of the DSI Services. 1.13 "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. 1.14 "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. 1.15 "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. 1.16 "Privacy Policy" means the DSI privacy policy, as amended from time-to-time, which can be viewed at www.dudesolutions.com/privacy. 1.17 "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). 1.18 "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. 1.19 "Subscriber" means the legal entity identified on the Account. 1.20 "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. 1.21 "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. 1.22 "Third Party" means a party other than Subscriber or DSI. 2 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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 (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 3 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC other documentation otherwise made available to Subscriber. Any usage beyond the guidelines and volume limits must obtain DSI's prior express consent from DSI. 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. (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) 4 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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 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) 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. (h) 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 RESPECTTO 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 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. 5 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC (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 OTSP). 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"). 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 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 6 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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, 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 may 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. 7 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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 its commencement. 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 anyjurisdiction 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 certificate authorized by the appropriate taxing authority.Subscriber agrees to indemnify and hold DSI harmless from 8 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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 Subscriber 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, Subscriber 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. 9 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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 or misappropriation of a Third Party's Intellectual Property Rights related to or arising from Subscriber's use of the Service. 10 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC (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 11 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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 Publicity. DSI is permitted to: (1) include Subscriber's name and logo in accordance with Subscriber's trademark guidelines; and (ii) list the Services selected by Subscriber, in public statements and client lists. Subscriber agrees to participate in press releases,case studies and other collateral using quotes or requiring active participation, the specific details of which shall be subject to mutual consent. 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 Maieure 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 notice2 u esolutions.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 12 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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 connect with this Agreement. 13 Rev.Aug.2021 DocuSign Envelope ID: 102070D6-0698-486D-855B-7F4387B33ECC 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. 14 Rev.Aug.2021 Monroe County Purchasing Policy and Procedures ATTACHMENT D.8 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list," I have read the above and state that neither Dude Solutions, Inc. (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months, X (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of physical presence or 0 online notarization, on 12 t 11 20 2=I (date) by (name of affiant). He/She is personally known to me or has produced C (type of identification) as identification. ,> TARY PUBLIC My Commission Expires: 0 k` ('10-2 VFLLY CAPUTO Notaav Public, North Carolina coun I y NAV Commiss!on Expkres N/Iw/25, 2026 Revised B-QQQJ/14/2020 Page 89 of 106 Monroe County Purchasing Policy and Procedures ATTACHMENT D.9 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Dude Solutions, Inc. (Company) "—warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion,terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." X (Signature) Date: --Lz—17'- 202) STATE OF: NoLi� �1,\Vu)L.1 N A COUNTY OF: W N4C Subscribed and sworn to (or affirmed) before me, by means of 0/physical presence or 0 online notarization, on 11'7 to T— (date) by 4 C1kA+A (0 A (name of affiant). He/She is personally I -- known tome or has produced -NUe. ..... (type of identification) as identification. N5TXi7 7 UBLIC 1 ,I My Commission Expires: OS v� 2j) KELLY CAPUICO Revised BQQQ—3/1 8/2L20 Vvake courkly [v',-.V Commission Expires t'lay.1�6, 2 0 21 rG, 17 Page 90 0 Monroe County Purchasing Policy and Procedures ATTACHMENT D.11 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Dude Solutions, Inc. (Name, of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3, Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation of Chapter 893(Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of M/physical presence or 0 online notarization, on 7- J1 I ZO 2-1 (date) by BAN Q'PA W A IVI of affiant). He/She is personally known to me or has produced Delva-C, uct-j-A L, Rvoe of identification) as identification. �TAW�PPU PUBLIC My Commission Expires: o ZS Revised BOAC 3/1812020 T 7 KE L LY C ApUT O Page 92 of 106 =i�uLitc, North Ca ro i io ia Wake Cour*y C0Vnmis�icn expires M Y2b,2U25 Monroe County Purchasing Policy and Procedures ATTACHMENT D.12 VENDOR CERTIFICATION REGARDINC, SCRUTINIZED COMPANIES LISTS Project Description(s> -Oude Solutions, Inc. Equiprribn-t TracKin-g—and Ma-intenance—so-ftware Respondent Vendor Name: Dude Solutions,------ Inc. -- ------ ---------- -- .. ....... Vendor FEIN: 56-2174429 Vendor's Authorized Representative Name and Title: Graham, Dan, CFO Address: 11000 Regency Parkway, Suite 400"--, Cary NC 27518 City: State: ........... Zip: Phone Number-. 919-816-8237 Email Address: contracts@dudesolutions.com ------------- -------....... Section 287.135, Florida Statutes—prohibits a company front bidding on,submitting a proposal for,or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled-Respondent Vendor Name"is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135,Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: an Graha who is authorized to sign on behalf of the above refe ncedLc X Authorized Signature: 2r-q— Print Name:_ 'WtJ C�P AA (\A Title:.- Note: ffi—eList are available at the following Department of Management Services Site: —9 perations/state PUI-Chasin&,vendor, intormation/convicted sus aided — —1---........... .............. .............. discriminaton complaints vendor lists L, Q PA PeTl v4 N 4-6, Revised BOCC 3/1812020 c�' f�'" r> S11'19411 &F-ozc Me 6- v7 M"j,,s (,A L, P" 14 Cf T A iLl LAT )Ljo DAv q",A/\,/1 Hr '> N-0 V a C-C C) VC LI rJ I- )FI (A IW\1 . Page 93 of 106 KELLY CAPUTO Tgjo cl"'. Notary Pu�ilc, North,Cardilla n � P 12 G V%a k,e County hJy Cc)rnl-ni,,�sicn Expiies *P N,i a 2;6,2 0 n-G DATE(MMIDDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCEFIII10/l�2022 12/15/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONT PRODUCER LOckton Insurance Brokers,LLC NAMEACT CA License#OF15767 PHONE FAX Three Embarcadero Center,Suite 600 E-MAIL No Ext: A/C,Na San Francisco CA 94111 ADDRESS: (415)568-4000 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Continental Insurance Company 35289 INSURED Dude Solutions,Inc. INSURER B:American Casualty Company of Reading,PA 20427 1466680 11000 Regency Parkway,#400 INSURER C:Everest National Insurance Company 10120 Cary NC 2751 S INSURER D:Continental Casualty Company 20443 INSURER E: INSURER F: COVERAGES DUDS002 CERTIFICATE NUMBER: 18085151 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDDIYYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY Y N 6078704688 10/1/2021 10/1/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1 000 000 pp oved Risk Management ith attachments MED EXP(Any one person) $ 15,000 ' PERSONAL&ADV INJURY $ 1,000,000 A",/ GEN'L AGGREGATE LIMIT APPLIES PER: ( GENERAL AGGREGATE $ 2,000,000 JPRO- POLICY � 1XI LOC 12-16-2021 PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY N N 6078704674 10/1/2021 10/l/2022 Ee aBINEDtSINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXXAUTOS ONLY AUTOS ONLY Per accident X Comp.$100/ oll. 1K $ XXXXXXX UMBRELLA LAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB CLAIMS-MADE AGGREGATE $ XXXXXXX DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION PER OTH- B AND EMPLOYERS'LIABILITY N 6078704691(CA) 11/9/2021 11/9/2022 X STATUTE ER B ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 6078704707(AOS) 11/9/2021 11/9/2022 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? F_N] N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Primary E&O/Cyber N N CYBP000223-201 10/2/2021 10/2/2022 $5M D Excess E&O/Cyber 652376492 10/2/2021 10/2/2022 $5M xs$5M DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Monroe County Board of County Commissioners,its employees and officials is an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. CERTIFICATE HOLDER CANCELLATION See Attachment 18085151 Monroe County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Slmoritori Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West nt 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR E ATt� I i ©1988-2015 ACORD CORPORATI . All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured -Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury— Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability— Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury— Discrimination or Humiliation 16. Personal And Advertising Injury- Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage—Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation—Blanket CNA74872XX(1-15) Policy No: 6078704688 Page 1 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX(1-15) Policy No: 6078704688 Page 2 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX(1-15) Policy No: 6078704688 Page 3 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. CNA74872XX(1-15) Policy No: 6078704688 Page 4 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization /Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: CNA74872XX(1-15) Policy No: 6078704688 Page 5 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. CNA74872XX(1-15) Policy No: 6078704688 Page 6 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. CNA74872XX(1-15) Policy No: 6078704688 Page 7 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; CNA74872XX(1-15) Policy No: 6078704688 Page 8 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Otherinsurance CNA74872XX(1-15) Policy No: 6078704688 Page 9 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES /PARTNERSHIP/ LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through In. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: CNA74872XX(1-15) Policy No: 6078704688 Page 10 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@ ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C— Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: CNA74872XX(1-15) Policy No: 6078704688 Page 11 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following to rt: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. CNA74872XX(1-15) Policy No: 6078704688 Page 12 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement 16. PERSONAL AND ADVERTISING INJURY- LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. CNA74872XX(1-15) Policy No: 6078704688 Page 13 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of$250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and CNA74872XX(1-15) Policy No: 6078704688 Page 14 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Attachm e- 7693 Certificate ID: 18085151 Technology General Liability Extension Endorsement 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX(1-15) Policy No: 6078704688 Page 15 of 15 Endorsement No: The Continental Insurance Co. Effective Date: 10/01/2021 Insured Name: DUDE SOLUTIONS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.