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HomeMy WebLinkAbout2021-476-E-AMS-Dude Solutions-All Facility Assessment Condition Study and SoftwareRevised 07/20 1 [Departmental Use Only] TITLE AMS Study No. 30002 FY 2021-2022 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 31st day of August, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Dude Solutions, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Facility Condition Assessment Study ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Revised 07/20 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Revised 07/20 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Purpose: Dude Solutions' ("DSI") facility condition assessment ("FCA") is a visual assessment evaluating the facility systems based on the following Standard Scope of Work ("SOW"). This FCA service w ill collect data on major facility assets, as well as provide narratives that summarize assessment observations and comments. An inventory of Equipment Items as well as a forecast model of upcoming System/Sub-System replacements will be imported into DSI's work & asset management, capital forecasting and capital prediction software solutions as set forth on the applicable Order Form, Value: By partnering with DSI you not only gain the engineering expertise of DSI's Service Providers; you also are provided with assurance that the data collected as a result of the facility condition assessment is properly integrated into your DSI software applications. DSI has successfully completed more than 800 projects ranging from Facility Condition Assessments, Asset Inventory Collection (including barcoding) and preventive maintenance schedule creation. Our methodology provides you with confidence to make better data, decision-making on both short-term and long-term capital investment needs of your organization. Deliverables: All FCA's will include a deliverable containing the following items: • Narrative report with descriptions of major systems and corresponding conditions • Primary digital photos of key components and deficiencies are included in the narrative • 20-year capital Reserve table with System/Sub-System replacement costs and dates • Import of Systems-level detail into client's DSI capital forecasting/prediction solution • Import major Equipment Items into client's DSI work & asset management solution per proposal q-223715 dated May 4, 2021, Attachment A - Orange County Order Form, attachment B -EDU-GOV Standard FCA SOW, and Addenum to Services Agreement No. 4. Duration of Services a. Term. The term of this Agreement shall be from August 31, 2021 to June 30, 2022. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be August 31, 2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Revised 07/20 4 amount payable for Basic Services shall not exceed One Hundred Tweny-Seven Thousand Three Hundred Sixty Four Dollars ($127,364.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Revised 07/20 5 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Revised 07/20 6 Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Revised 07/20 7 g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:AMS Dude Solutions, Inc P.O. Box 8181 11000 Regency Pky Ste 400 Hillsborough, NC 27278 Cary, NC 27518 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Revised 07/20 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Kevin Kemmerer, CEO Printed Name and Title By: __________________________________ Approved by DSI Legal DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 8/25/2021 8/26/20218/28/2021 Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Dude Solutions, Inc Party/Vendor Contact Person: Evna Barker (evan.barker@dudesolutions.com) Jay Freemen (jay.freeman@dudesolutions.com) Contact Phone: 919.674.8779 Party/Vendor Address: 11000 Regency Parkway, Suite 400 City Cary State: NC Zip: 27518 Department: AMS Amount: $127,364.00 Purpose: All Facility Assessment Condition Study and Software Budget Code(s): 61370035- 870000-30002 Vendor # 61502 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 8/31/2021 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition tha t was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 8/26/2021 8/27/2021 8/27/2021 8/28/2021 Revised 07/20 10 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 1 Rev . 03/31/2020 Addendum to Service Agreement No 30002 Between Orange County, North Carolina and Dude Solutions, Inc. The terms and conditions for the above agreement are modified as follows:  All references to “services” and “Basic Services” shall be deleted and replaced with “Professional Services”.  Section 1 Services. o Section 1(a) Scope of Work. Section 1(a)(i) is deleted and replaced with: i. This Agreement is for professional services (the “Professional Services”) to be rendered by Provider to County with respect to (insert type of project): Facility Condition Assessment Study as described in Attachment A o Section 1(a) Scope of Work. Section 1(a)(iv) is deleted and replaced with: iv. The professional services to be performed under this Agreement are those identified as Implementation & Services in Attachment A. Compensation to the Provider for the professional services shall be as set forth herein. o Section 1(a) Scope of Work. Section 1(a) Scope of Work is amended to add the following: v. The parties expressly agree this Agreement supplements the Provider’s Master Subscription Agreement as attached hereto as Attachment B (the “SaaS Terms”) which governs the City’s access and use of Provider’s software-as-a-service (the “SaaS”) and the delivery of the Professional Services hereunder.  Section 2 Responsibilities of the Provider. o Section 2(a) Services to be provided. Section 2(a) is deleted and replaced with: The Provider shall provide the County with all Professional Services required in Attachment A to satisfactorily complete the Project within the time limitations set forth herein. o Section 2(b) Standard of Care. Section 2(b)(i) is deleted and replaced with: The Provider shall perform the Professional Services under this Agreement in accordance with the standards of care, skill, and diligence generally prevailing in the United States and in accordance with federal, state, and local laws and regulations applicable for the performance of similar work. Provider shall comply with all commercially accepted standards and “best practices” applicable to the Professional Services. o Section 2(b) Standard of Care. Section 2(b)(iii) is deleted. o Section 2(b) Standard of Care. Section 2(b)(vii) is deleted.  Section 3 Basic Services. o Section 3(a) Basic Services. Section 3(a) is deleted.  Section 4 Duration of Services. o Section 4(a) Term. Section 4(a) is deleted and replaced with: The term of this Agreement shall be from July 1, 2021 to June 30, 2022. Notwithstanding the foregoing, the Initial Term, as defined in the Saas Terms, of the SaaS subscription shall begin on the date the Subscriber’s SaaS account is established and shall continue until June 30, 2022.  Section 5 Compensation. o Section 5(a) Compensation for Basic Services. Section 5(a) Compensation for Basic Services shall be deleted and replaced with the following: Compensation under this Agreement shall include all compensation due to the Provider from the County for the subscription fees for the Initial Term of the SaaS as well as the Professional Services set forth in Attachment A. The maximum amount payable for the Initial Term of the SaaS and the Professional Services shall not exceed $127,364.00. Payment for the DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 2 Rev . 03/31/2020 Initial term of the SaaS and the Professional Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b).  Section 8 Indemnity. o Section 8(a) Indemnity. Section 8(a) Indemnity shall be deleted and replaced with the following: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including reasonable attorney’s fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law.  Section 10 Termination. o Section 10(a) Termination for Convenience of the County. Section 10(a) is deleted and replaced with: The Professional Services may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider.  Section 11 Additional Provisions. o Section 11(a) Assignment. Section 11(a) Assignment shall be deleted and replaced with the following: The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other; provided, however, that the Provider may 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. o Section 11(g) Ownership of Work Product. Section 11(g) Ownership of Work Product is hereby deleted and replaced with: If applicable, the ownership of any work product shall be set forth in Attachment A. o The following order of precedence is hereby added: To the extent that these Amendments and provisions of the Master Subscription Agreement are found to be in conflict with the terms of the Services Agreement entered into the 1st day of July, 2021, the following order of precedence shall apply: (1) these Amendments as set forth in this Addendum document, (2) the Services Agreement, (3) Attachment A, and (4) Attachment B. [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 3 Rev . 03/31/2020 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, as of the last day and year written below. Orange County, North Carolina Dude Solutions By _________________________________ By__________________________________ Name_______________________________ Name_______________________________ Title________________________________ Title________________________________ DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 8/26/2021 CEO Kevin KemmererBonnie Hammersley 8/28/2021 County Manager A-0000000464 CONFIDENTIAL 4 Rev . 03/31/2020 Attachment A (Insert DSI’s Order Form in final document) DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 5 Rev . 03/31/2020 Attachment B MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement (this “Agreement”) shall govern Subscriber’s (as defined below) access and use of the Services (as defined below) provided by Dude Solutions (“DSI”). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHERWISE ACCESSING AND USING THE SERVICES, SUBSCRIBERAGREES TO THE TERMS OF THIS AGREEMENT. AS A RESULT, PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS “ACCOUNT” OR “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. Section 1.0 Definitions As used in this Agreement, the following terms shall have the meanings set forth below: 1.1 “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Service. 1.2 “Account” means Subscriber’s specific account where Subscriber subscribes to access and use Service(s). 1.3 “Account User” means each employee, consultant and contractor of Subscriber that has been granted Access Credentials. 1.4 “Affiliate” means, with respect to any legal entity, any other legal entity that (i) controls, (ii) is controlled by or (iii) is under common control of such legal entity. A legal entity shall be deemed to “control” another legal entity if it has the power to direct or cause the direction of the management or policies of such legal entity, whether through the ownership of voting securities, by contract, or otherwise. 1.5 “Subscription Fee” means the fee invoiced to Subscriber by DSI prior to the Initial Term and each applicable Renewal Term, which is required to be paid in order for Subscriber to be permitted to access and use the Service and, if applicable the API. 1.6 “API” means DSI’s proprietary application programming interface and any accompanying or related documentation, software libraries, software tools, published specifications, and other materials, as amended from time- to-time in DSI’s sole discretion. 1.7 “Beta Service” means DSI Service or functionality that may be made available to Subscriber to try at its option at no additional charge that is clearly designated as beta, pilot, limited release, early adoption, non-production, sandbox, evaluation or a similar description. 1.8 “Business Hours” means the applicable business hours as defined on the Order Form. 1.9 “Confidential Information” means any non-public 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 information belonging to a DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 6 Rev . 03/31/2020 third party that may be disclosed only under obligations of confidentiality. Notwithstanding the foregoing, Confide ntial Information shall not include information that Receiving Party can demonstrate: (a) is or becomes generally known to the public without breach of any obligation by Receiving Party; (b) is received from a third party without breach of any obligation owed to Disclosing Party; or (c) is or has been independently developed by Receiving Party without the benefit of Confidential Information. 1.10 “Content” means all of the audio and visual information, documents, content, materials, products and/or software contained in, or made available through, the Service. 1.11 “Community Development Services” means the SmartGov and ATS Services subscribed to by Subscriber pursuant to the Agreement, Documentation or Order Form. 1.12 “Documentation” means the user documentation relating to the Service, including but not limited to descriptions of the functional, operational and design characteristics of the Service. 1.13 “Dude Solutions” or “DSI” means Dude Solutions, Inc., Dude Solutions Canada, Inc., Assetic Australia Pty Ltd and Confirm Solutions Limited together with their affiliates, successors and assigns. 1.14 “DSI Data” means all data, information and other content provided by or on behalf of DSI to any of the DSI Services. 1.15 “Implementation, Training and Support Program” or “ITSP” means DSI’s comprehensive implementation, training and support program provided to DSI’s Subscribers with respect to the Service. 1.16 “Intellectual Property Rights” means all ideas, concepts, designs, drawings, packages, works of authorship, processes, methodologies, information, developments, materials, inventions, improvements, software, and all intellectual property rights worldwide arising under statutory or common law, including without limitation, all (i) patents and patent applications owned or licensable by a party hereto; (ii) rights associated with works of authorship, including copyrights, copyright applications, copyright registrations, mask work rights, mask work applications and mask work registrations; (iii) rights related to protection of trade secrets and Confidential Information; (iv) trademarks, trade names, service marks and logos; (v) any right analogous to those set forth in clauses (i) through (iv); and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired. 1.17 “Order Form” means DSI’s ordering document or online order specifying the Services to be provided hereunder that is entered into between Subscriber and DSI or its Affiliates, including any addenda and supplements. By entering into an Order Form, Affiliate(s) agree to be bound by the terms of this Agreement as if an original party. 1.18 “Privacy Policy” means the DSI privacy policy, as amended from time-to-time, which can be viewed at www.dudesolutions.com/privacy. 1.19 “Professional Service” means the professional, technical, consulting and/or other services to be performed by DSI that are ordered by Subscriber on an Order Form or provided without charge (if applicable). 1.20 “Service” means DSI’s suite of Software-as-a-Service (SaaS) applications, products and services, as updated, enhanced or otherwise modified from time-to-time that are ordered by Subscriber on an Order Form or provided without charge (if applicable) and made available by DSI, including mobile components. For avoidance of doubt, Service applies only to Subscriber’s production instances and shall exclude all beta and early adopter programs, user interface (UI) or user experience (UX) changes, feature or functionality improvements, and enhancements where a workaround exists in production. 1.21 “Subscriber” means the legal entity identified on the Account. 1.22 “Subscriber Data” means all data, information and other content provided by or on behalf of Subscriber to the Service, including that which the Account Users input or upload to the Service. 1.23 “Subscriber-Hosted Software” means DSI’s suite of Software-as-a-Service (SaaS) software applications, as updated, enhanced or otherwise modified from time-to-time that are: (i) ordered by Subscriber on an Order Form or provided without charge (if applicable) and made available by DSI, including mobile components, and (ii) granted a non- exclusive and non-transferable license (with no right to sublicense) to install and use software for the Term. 1.24 “Third Party” means a party other than Subscriber or DSI. Section 2.0 Use of the Service and API; Proprietary Rights 2.1 DSI Cloud Service; Subscriber-Hosted Software. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 7 Rev . 03/31/2020 (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 other documentation otherwise made available to Subscriber. Any usage beyond the guidelines and volume limits must obtain DSI’s prior express consent from DSI. (c) Account Setup. To subscribe to the Service, Subscriber must establish its Account, which may only be accessed and used by its Account Users. To setup an Account User, Subscriber must provide DSI (and agree to maintain, promptly update and keep) true, accurate, current and complete information for such Account User. If Subscriber or any applicable Account User provides any information that is untrue, inaccurate, not current or incomplete, DSI has the right to immediately suspend or terminate Subscriber’s Account and usage of the Service and API and refuse any and all future use. Each Account User must establish and maintain personal, non-transferable Access Credentials, which shall not be DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 8 Rev . 03/31/2020 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 Part y privacy rights; (vi) attempt to tamper with, alter, disable, hinder, by-pass, override, or circumvent any security, reliability, integrity, accounting or other mechanism, restriction or requirement of the Service or API; (vii) remove, obscure or alter any copyright, trademark, patent or proprietary notice affixed or displayed by or in the Service; (viii) perform load tests, network scans, penetration tests, ethical hacks or any other security auditing procedures on the Service or API; (ix) interfere with or disrupt the integrity or performance of the Service, API or the data contained therein; (x) access or use the Service or API in order to replicate applications, products or services offered by DSI and/or otherwise build a competitive product or service, copy any features, functions or graphics of the Service or API or monitor the availability and/or functionality of the Service or API for any benchmarking or competitive purposes; (xi) under any circumstances, through a Third Party application, a Subscriber Application or otherwise, repackage or resell the Service, API or any DSI data received via API; (xii) store, manipulate, analyze, reformat, print, and display the 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. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 9 Rev . 03/31/2020 (g) API Modifications. DSI may modify, amend, change, or deprecate all or part of the API from time-to- time (an “API Modification”). DSI shall use reasonable efforts to provide thirty (30) day notice to Subscriber of any such API Modifications. Any changes to new API functions or changes made for legal reasons will be effective immediately. If Subscriber does not agree to the modification, Subscriber may discontinue use of that API. Subscriber’s continued use of the API constitutes acceptance of the modifications. (h) Links to Third Party Websites. To the extent that the Service links to any Third Party website, application or service, the terms and conditions thereof shall govern Subscriber’s rights with respect to such website, application or service, unless otherwise expressly provided DSI. DSI shall have no obligations or liability arising from Subscriber’s access and use of such linked Third Party websites, applications and services. (i) Beta Service. From time to time, DSI may make Beta Service available to Subscribers at no charge. Subscriber may choose to try such Beta Service or not in its sole discretion. Use of Beta Service is at Subscriber’s sole risk and may contain bugs or errors. Subscriber may discontinue use of the Beta Service at any time, in its sole discretion. Further, DSI may discontinue any and all Beta Service availability at any time in its sole discretion without notice. NOTWITHSTANDING THE REPRESENTATIONS, WARRANTIES AND DISCLAIMERS IN SECTION 7, BETA SERVICE AND DOCUMENTATION, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. DSI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. DSI SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICE UNLESS SUCH EXCLUSION IS UNENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE DSI’S LIABILITY WITH RESPECT TO THE BETA SERVICE PROVIDED SHALL NOT EXCEED $500.00. 2.3 Proprietary Rights. (a) Subscriber acknowledges and agrees that (as between Subscriber and DSI) DSI retains all ownership right, title, and interest in and to the Service, API, the Documentation and the Content, including without limitation all corrections, enhancements, improvements to, or derivative works thereof (collectively, “Derivative Works”), and in all Intellectual Property Rights therein or thereto. To the extent any Derivative Work is developed by DSI based upon ideas or suggestions submitted by Subscriber to DSI, Subscriber hereby irrevocably assigns all rights to modify or enhance the Service and/or API using such ideas or suggestions or joint contributions to DSI, together with all Intellectual Property Rights related to such Derivative Works. Nothing contained in this Agreement shall be construed to convey to Subscriber (or to any party claiming through Subscriber) any Intellectual Property Rights in or to the Service, API, the Documentation and the Content, other than the rights expressly set forth in this Agreement. (b) DSI acknowledges and agrees that (as between Subscriber and DSI) Subscriber retains all ownership right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein or thereto. Notwithstanding the foregoing, Subscriber hereby grants DSI and its Affiliates a non-exclusive, royalty-free license to: (i) access, display, copy, distribute, transmit, publish, disclose and otherwise use all or any portion of the Subscriber Data to fulfill its obligations under this Agreement. In addition, Subscriber hereby grants DSI a non-exclusive, royalty-free right to (i) use and incorporate Subscriber’s feedback, including but not limited to suggestions, enhancement requests, recommendations and corrections (the “Feedback”) relating to the Service and (ii) use aggregated and de- identified data generated and/or derived by DSI from the Subscriber Data (the “De-Identified Data”) in order to improve the Service and DSI’s performance hereunder, including without limitation, submitting and sublicensing such De-Identified Data to Third Parties for analytical purposes, provided that DSI shall take commercially reasonable efforts to conduct such de-identification in a manner that ensures that such De-Identification cannot be traced back to natural persons. (c) Subscriber acknowledges the Services may utilize, embed or incorporate Third Party software and/or tools (each, a “Third-Party Tool”) under a license granted to DSI by one or more applicable Third Parties (each, a “Third-Party Licensor”), which licenses DSI the right to sublicense the use of the Third-Party Tool solely as part of the Services. Each such sublicense is nonexclusive and solely for Subscriber’s internal use and Subscriber shall not further resell, re-license, DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 10 Rev . 03/31/2020 or grant any other rights to use such sublicense to any Third Party. Subscriber further acknowledges that each Third-Party Licensor retains all right, title, and interest to its applicable Third-Party Tool and all documentation related to such Third- Party Tool. All confidential or proprietary information of each Third-Party Licensor is Confidential Information of DSI under the terms of this Agreement and shall be protected in accordance with the terms of Section 8. Section 3.0 DSI Responsibilities 3.1 Implementation, Training and Support Program (ITSP). During the Term DSI (or its agent, representative or designee) shall provide and maintain an ITSP program. During the Term, DSI shall, as part of Subscriber’s Subscription Fees, provide telephone and email support (“Support Services”) as set forth in an applicable Order Form. 3.2 Professional Services. DSI shall provide Professional Services that are mutually agreed upon and described in one or more statements of work that expressly reference this Agreement and, if applicable, DSI’s Professional Services Agreement. Each statement of work shall be effective, incorporated into and form a part of this Agreement when duly executed by an authorized representative of each of the parties. Each statement of work shall (i) describe the fees and payment terms with respect the Professional Services being provided pursuant to such statement of work, (ii) identify any work product that will be developed pursuant to such statement of work, and (iii) if applicable, sets forth each party’s respective ownership and proprietary rights with respect to any work product developed pursuant to such statement of work. 3.3 Service Levels. (a) DSI shall use commercially reasonable efforts to make the Service available 99.9% of the time for each full calendar month during the Term, determined on a twenty-four(24) hours a day, seven (7) days a week basis (the “Service Standard”). Service availability for access and use by Subscriber(s) excludes unavailability when due to: (a) any access to or use of the Service by Subscriber or any Account User that does not strictly comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber’s delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Subscriber’s or its Account User’s Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with Internet service or Non-DSI Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the Service by DSI pursuant to the terms of the Agreement. “Scheduled Downtime” means, with respect to any applicable Service, the total amount of time (measured in minutes) during an applicable calendar month when such Service is unavailable for the majority of Subscribers’ Account Users due to planned Service maintenance. To the extent reasonably practicable, DSI shall use reasonable efforts to provide eight (8) hours prior electronic notice of Service maintenance events and schedule such Service maintenance events outside the applicable Business Hours. (b) DSI shall use reasonable efforts to ensure the availability of API in accordance with the service levels described in Section 3.3(a). Notwithstanding the foregoing, DSI does not guarantee any required uptime, performance, or integrity of any product, application or service that integrates with and/or otherwise utilizes API (including, without limitation, any such product, application or service developed by Subscriber). Moreover, DSI shall not be liable to Subscriber or any Third Party for the unavailability of the API or the failure of API to perform in accordance with its specifications. Subscriber shall not represent to any Third Party any availability or performance levels with respect to API. 3.4 Protection of Subscriber Data. DSI shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, unauthorized access or disclosure of Subscriber Data. All data and information provided by Subscriber through its use of the Service is subject to DSI’s privacy policy, as amended from time- to-time, which can be viewed by clicking the “Privacy” hypertext link located within the Service. By using the Service, Subscriber accepts and agrees to be bound and abide by such privacy policy. At all times during the Subscription term and upon written request of Subscriber within thirty (30) days after the effective date of termination or expiration of this Agreement, Subscriber data shall be available for Subscriber’s export and download. Following the thirty (30) days after DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 11 Rev . 03/31/2020 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. Section 4.0 Third Party Interactions 4.1 Relationship to Third Parties. In connection with Subscriber’s use of the Service, at Subscriber’s discretion, Subscriber may: (i) participate in Third Party promotions through the Service; (ii) purchase Third Party goods and/or services, including implementation, customization, content, forms, schedules, integration and other services; (iii) exchange data, integrate, or interact between Subscriber’s Account, the Service, API and a Third Party provider; (iv) receive additional functionality within the user interface of the Service through use of the API; and/or (v) receive content, knowledge, subject matter expertise in the creation of forms, content and schedules. Any such activity, and any terms, conditions, warranties or representations associated with such Third Party activity, shall be solely between Subscriber and the applicable Third Party. DSI shall have no liability, obligation or responsibility for any such Third Party correspondence, purchase, promotion, data exchange, integration or interaction. DSI does not warrant any Third Party providers or any of their products or services, whether or not such products or services are designated by DSI as “certified,” “validated,” “premier” and/or any other designation. DSI does not endorse any sites on the Internet that are linked through the Service. 4.2 Ownership. Subscriber is the owner of all Third Party content and data loaded into the Subscriber Account. As the owner, it is Subscriber’s responsibility to make sure it meets its particular needs. DSI shall not comment, edit or advise Subscriber with respect to such Third Party content and data in any manner. Section 5.0 Fees and Payment. 5.1 Fees. Subscriber shall pay to DSI all fees specified in Order Forms. All Subscription Fees are non- refundable and non-cancelable, and the Subscription Fee for such Service subscription shall be invoiced upon commencement of the Initial Term of a Service subscription. Thereafter, DSI shall make reasonable efforts to invoice Subscriber for each applicable Subscription Fee sixty (60) days prior to the commencement of the applicable Renewal Term. Unless Subscriber provides written notice of termination in accordance with Section 6.1, Subscriber agrees to pay all fees no later than thirty (30) days after the receipt of DSI’s applicable invoice. Subscriber is responsible for providing DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 12 Rev . 03/31/2020 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 co ndition an overdue Account’s future subscription renewals and Order Forms on shorter payment terms than those stated herein. 5.4 Renewal Charges. DSI maintains the right to increase Subscription Fees and other applicable fees and charges in connection with each Renewal Term. 5.5 Taxes. DSI’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If DSI has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section 5.5, DSI shall invoice Subscriber and Subscriber shall pay that amount unless Subscriber provides DSI with a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber agrees to indemnify and hold DSI harmless from any encumbrance, fine, penalty or other expense which DSI may incur as a result of Subscriber’s failure to pay any Taxes required hereunder. For clarity, DSI is solely responsible for taxes assessable against DSI based on its income, property and employees. 5.6 Purchases through Resellers. In the event Customer purchases the Services (including any renewals thereof) through an authorized reseller of DSI, the terms and conditions of this Agreement shall apply and supersede any other agreement except for any terms and conditions related to fees, payment or Taxes. Such terms and conditions shall be negotiated solely by and between Subscriber and such authorized reseller. In the event Subscriber ceases to pay the reseller, or terminates its agreement with the reseller, DSI shall have the right to terminate Subscriber’s access to the Service at any time upon thirty (30) days’ prior written notice to Subscriber unless Subscriber and DSI have agreed otherwise in writing. Section 6.0 Term and Termination 6.1 Term. This Agreement commences on the date Subscriber establishes its Account and continues until the Service subscription hereunder has expired or has been terminated (the “Term”). The initial term of the Service subscription shall be set forth on the Order Form (the “Initial Term”). Thereafter, except as stated on an applicable Order Form, the Service subscription shall automatically renew for additional periods equal to the expiring subscription term or one year, whichever is longer (each, a “Renewal Term”) unless either party has provided written notice of its intent to terminate the Service subscription not less than forty-five (45) days prior to the expiration of the then-current Initial or Renewal Term applicable to the Service subscription. 6.2 Termination. Either party may terminate this Agreement (including its Service subscription and Account) prior to the expiration of the Term if (i) the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach is given by the non-breaching party or (ii) Subscriber becomes the subject of a petition in bankruptcy or other similar proceeding; provided that if the breach involves a failure of Subscriber to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. If DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 13 Rev . 03/31/2020 the Agreement is terminated by Subscriber in accordance with this Section 6.2, DSI will refund any prepaid Subscription Fees covering the remainder of the Term of all Order Forms after the effective date of termination. If the Agreement is terminated by DSI in accordance with this Section 6.2, Customer will pay any unpaid fees covering the remainder of the term on all Order Forms to the extent permitted by applicable law. In no event will termination relieve the Subscriber of its obligation to pay any fees payable to DSI for the period prior to the effective date of termination. Without limiting the foregoing, in the event such breach that gives rise to the right by DSI to terminate this Agreement, DSI may elect to suspend Subscriber’s access and use of the Service, API and the Account until the breach is cured. DSI’s exercise of its suspension right shall be without prejudice to DSI’s right to terminate this Agreement upon written notice to Subscriber. 6.3 Effect of Termination. Upon termination of this Agreement, (i) Subscriber’s access and use of the Service shall automatically and immediately cease, and (ii) subject to Section 3.4, DSI shall have no obligation to maintain the Subscriber Data or to forward the Subscriber Data to Subscriber or any Third Party. 6.4 Survival. The following portions of this Agreement shall survive termination of this Agreement and continue in full force and effect: Sections 2, 3.4, 6.3, 7, 8 and 9. Termination of this Agreement, or any of the obligations hereunder, by either party shall be in addition to any other legal or equitable remedies available to such party, except to the extent that remedies are otherwise limited hereunder. 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 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 14 Rev . 03/31/2020 Subscriber (x) promptly gives DSI written notice of the Claim; (y) gives DSI sole control of the defense and settlement of the Claim; and (z) provides to DSI all reasonable assistance, at DSI’s expense. If DSI receives information about an infringement or misappropriation claim related to the Service, DSI may in its sole discretion and at no cost to Subscriber: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for Subscriber’s continued use of the Service, or (iii) terminate this Agreement (including Subscriber’s Service subscriptions and Account) upon prior written notice and refund to Subscriber any prepaid Subscription Fee covering the remainder of the term of the terminated Service subscriptions. Notwithstanding the foregoing, DSI shall have no liability or obligation with respect to any Claim that is based upon or arises out of (A) use of the Service in combination with any software or hardware not expressly authorized by DSI, (B) any modifications or configurations made to the Service by Subscriber without the prior written consent of DSI, and/or (C) any action taken by Subscriber relating to use of the Service that is not permitted under the terms of this Agreement. This Section 7.3(a) states Subscriber’s exclusive remedy against DSI for any Claim of infringement of misappropriation of a Third Party’s Intellectual Property Rights related to or arising from Subscriber’s use of the Service. (b) RESERVED. 7.4 Limitation of Liability. (a) SUBJECT TO SECTION 7.4 (b) , 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. (B) NOTHING IN THIS AGREEMENT SHALL EXCLUDE, LIMIT OR RESTRICT EITHER PARTY'S PROFESSIONAL SERVICES LIABILITY FOR (I) DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY; OR (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) DSI'S LIABILITY UNDER INDEMNIFICATION; OR (IV) ANY OTHER CAUSE OF ACTION WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. 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. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 15 Rev . 03/31/2020 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. Notwithstanding the foregoing, in the even a public records request is made Subscriber shall give DSI notice of the same, and DSI shall be responsible for any costs, including but not limited to, legal fees associated with defending any failure to comply with N.C. Public Records laws. 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 have no adequate remedy at law should Receiving Party breach its obligations relating to Confidential Information and agrees that Disclosing Party shall be entitled to enforce its rights by obtaining appropriate equitable relief, including without limitation a temporary restraining order and an injunction. Section 9.0 Miscellaneous 9.1 Compliance with Laws. Each party will comply with all laws and applicable government rules and regulations insofar as they apply to such party in its performance of this Agreement’s rights and obligations. 9.2 Acceptance of Privacy Policy. All data and information provided by Subscriber through its use of the Service is subject to DSI’s Privacy Policy. By using the Service, Subscriber accepts and agrees to be bound and abide by such Privacy Policy. 9.3 Relationship of the Parties. DSI is performing pursuant to this Agreement only as an independent contractor. DSI has the sole obligation to supervise, manage, contract, direct, procure, perform or cause to be performed its obligations set forth in this Agreement, except as otherwise agreed upon by the parties. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between DSI and Subscriber. DSI shall not act or attempt to act or represent itself, directly or by implication, as an agent of Subscriber or its affiliates or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of, Subscriber or its affiliates. 9.4 Waiver. No failure or delay by either party in enforcing any of its rights under this Agreement shall be construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a subsequent matter. 9.5 Assignment. Subscriber shall have no right to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement to any Third Party and any attempt to do so shall be null and void. DSI shall have the full ability to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement. 9.6 Force Majeure. Subject to the limitations set forth below and except for fees due for Service rendered, neither party shall be held responsible for any delay or default, including any damages arising therefrom, due to any act of God, act of governmental entity or military authority, explosion, epidemic casualty, flood, riot or civil disturbance, war, sabotage, unavailability of or interruption or delay in telecommunications or Third Party services, failure of Third Party software, insurrections, any general slowdown or inoperability of the Internet (whether from a virus or other cause), or any other similar event that is beyond the reasonable control of such party (each, a “Force Majeure Event”). The occurrence of a Force Majeure Event shall not excuse the performance by a party unless that party promptly notifies the other party of the Force Majeure Event and promptly uses its best efforts to provide substitute performance or otherwise mitigate the force majeure condition. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 16 Rev . 03/31/2020 9.7 Entity, Governing Law, Notices and Venue. All notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when actually delivered); (b) by overnight courier (upon written verification of receipt); (c) by business mail (upon written verification of receipt); or (d) except for notice of indemnification claims, via electronic mail to Subscriber at the e-mail address maintained on Subscriber’s Account and to DSI at notice@dudesolutions.com. The DSI entity entering into this Agreement, the address to which notices shall be directed under this Agreement and the law that will apply in any 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 North Carolina and the courts with exclusive jurisdiction in the applicable courts for Orange County, NC without regard to the principles of conflicts of laws. (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 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 A-0000000464 CONFIDENTIAL 17 Rev . 03/31/2020 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. 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. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 PREPARED FOR Orange County Angel Barnes Capital Projects Manager200 South Cameron St.Hillsborough, NC 27278 PREPARED BY Dude Solutions 11000 Regency Parkway, Suite 400 Cary, NC 27518 PUBLISHED ON May 04, 2021 1 Attachment A DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Q-223715 Pricing is based on... Solutions - Subscription Capital Predictor Enterprise Predictor Facilities/Physical Plant Subscription Term:12 months 2 months included at no additional cost Subtotal:15,971.17 USD Implementation & Services Capital Predictor Enterprise Implementation Facility Condition Assessment for 700000.0 Square Feet Subtotal: 111,392.00 USD Total Initial Investment 127,363.17 USD 2 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Legendary Support Team Your subscription entitles you to world class support from the Legendary Support Team.From 8 am – 6 pm EST, we're standing by ready to assist with any feature/functionality questions.We promise a live person will answer your call within 3 rings and quickly direct you to a knowledge Advisor.We're committed to responding to all emails sent to support@dudesolutions.com (mailto:support@dudesolutions.com), within one hour.If you prefer to keep a support dialogue open at your work station, our Advisors are also available via Chat.The Legendary Support Team is dedicated to your success. Our mission is to effectively communicate, efficiently resolve problems, and delight clients with every interaction. Client Success Team You have partnered with Dude Solutions because you believe we will deliver overwhelming value to you and your organization. Our Client Success team is dedicated to ensuring you meet the outcomes you and your organization expect by implementing our solutions. You will have the opportunity to work with a member of our Client Success team on an ongoing basis. Your Client Success Representative will be strategic in their efforts to drive results, keeping your success as their primary goal. Facility Condition Assessment Scope of Work Purpose Dude Solutions' ("DSI")facility condition assessment ("FCA")is a visual assessment evaluating the facility systems based on the following Standard Scope of Work ("SOW").This FCA service will collect data on major facility assets, as well as provide narratives that summarize assessment observations and comments.An inventory of Equipment Items as well as a forecast model of upcoming System/Sub-System replacements will be imported into DSI's work & asset management, capital forecasting and capital prediction software solutions as set forth on the applicable Order Form. Value By partnering with DSI you not only gain the engineering expertise of DSI's Service Providers; you also are provided with assurance that the data collected as a result of the facility condition assessment is properly integrated into your DSI software applications.DSI has successfully completed more than 800 projects ranging from Facility Condition Assessments, Asset Inventory Collection (including barcoding) and preventive maintenance schedule creation. Our methodology provides you with confidence to make better data, decision- making on both short-term and long-term capital investment needs of your organization. Deliverables All FCA's will include a deliverable containing the following items: 3 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 •Narrative report with descriptions of major systems and corresponding conditions •Primary digital photos of key components and deficiencies are included in the narrative •20-year capital Reserve table with System/Sub-System replacement costs and dates •Import of Systems-level detail into client's DSI capital forecasting/prediction solution •Import major Equipment Items into client's DSI work & asset management solution. Methodology and Approach A Certified DSI Service Provider will collect,document,and analyze the facilities assessment data to achieve the following: •At the start of each building or facility assessment we will interview client's staff to understand what improvements have been made in the last three years, what improvements are planned in the next three years and known problems that may exist. •Inventory all major building equipment including quantity, size, asset tag number, manufacturer, model and serial number. •Identify deficient conditions in terms of deferred maintenance and building condition. •Provide a reasonable cost analysis for the above-mentioned efforts. •For single building projects,provide a report for the property that details the assessment data. •For multi-building 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 the service. The field data collection will be performed at an individual and system level as described below: 1.Detailed data collection of individual equipment items will be captured to build an equipment inventory which will be imported into DSI's work & asset management solution as defined in the Asset Inventory and System/Component table below. 2.A condition assessment of major building systems, including HVAC, Electrical, Plumbing, Roofing, Site Paving, Vertical Transportation, Structural and Building Envelope to be imported into DSI's capital forecasting/prediction solution as defined in the Asset Inventory and System/Component table below. 1.HVAC equipment items only will also be tracked in the capital forecast or prediction solution as specific Sub-Systems.For these items, Make/Model/Serial Number will be captured and tracked in the Equipment Inventory, and the item will also be included as a Sub-System. 2.All other major Systems will be collected at the Systems Level in DSI's capital forecasting solution as a general Sub-Systems. Asset Inventory and Systems/Component Table 4 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 The following table defines the standard SOW that will be followed to capture the equipment data used to build the Equipment Inventory, which will be imported into the Work & Asset Management Solution as well as the System-Sub-System data used to build the Capital Reserve Table that will be imported into the capital forecasting or prediction solution. Table Column Header Descriptions Individual or System Level Capture Individual = Item will be collected individually System = Item will be grouped by system or sub-system, location will correspond to the associated building structure Item Represented in Capital Forecasting or Prediction solution? Y/N No = Cost information related to individually captured items will be provided at a system or sub-system level only in capital forecasting or prediction solution Included in Equipment Inventory? Y/N No = Item will not be setup in the work & asset management solution *Items captured as a system will be setup as a single equipment inventory item so that work can be tracked against it. Sub-System Individual or System Level Capture Item Represented in Capital Forecasting? (Y/N) Included in Equipment Inventory? (Y/ N) Comments Exterior Systems Exterior Doors System Level Yes No Exterior Walls (Finish)System Level Yes No Exterior Windows System Level Yes No Roofing System Level Yes No Electrical 5 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Automatic Transfer Switch Individual No Yes Make/Model/Serial number will be captured when available Electric Door Systems Individual No Yes Exterior Doors Only Emergency Generators Individual No Yes Must be Permanently Installed, does not include mobile units Main Distribution Panels Individual No Yes Primary panel bringing utility into building only Motor Control Centers Individual No Yes Switchgear Individual No Yes Transformers Individual No Yes Primary Service to Building (Must be Client Owned) Breakers, switches or starters Not Included in Service Individual light fixtures (emergency, exterior,etc.) Not Included in Service Motors Not Included in Service Portable Generators Not Included in Service Secondary Electrical Panels Not Included in Service VFDs Not Included in Service Emergency Back- Up Lights System Level Yes Yes Cost model based upon building SQ FT cost Lighted Exit Signs System Level Yes Yes Equipment Commercial Laundry (washers, dryers) Individual No Yes 6 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Commercial Trash Compactors Individual No Yes Client-Owned, Permanently- installed facility infrastructure units only Residential Type Appliances, Shop Tools and Equipment Not Included in Service Residential Washer/Dryers, Refrigerators, Microwaves and Ranges Not Included Exterior Enclosure Garage Door & Garage Door Opener Individual No Yes Commercial Type Garage Openers Only (Excludes Residential single care garage doors) Fire Protection Eyewash / Safety Showers Individual No Yes Permanently Installed Items Fire Pump Individual No Yes Main Fire Pump and Jockey Pumps greater than 1 HP Main Fire Panel Individual No Yes Fire valves, hydrants Not Included in Service Included in Alarm System SF Cost Smoke detectors, horn strobes Not Included in Service Included in Alarm System SF Cost AEDs System Level Yes Yes Fire Alarm System System Level Yes Yes Barcode applied to Main Fire Panel Fire Extinguishers System Level Yes Yes Specialty Fire Suppression System System Level Yes Yes Kitchen-Style Suppression System Sprinkler System System Level Yes Yes HVAC Air Handling Units Individual Yes Yes Includes Rooftop and Ground Boilers Individual Yes Yes 7 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Building Automation System Individual Yes Yes Chilled Water pumps Individual Yes Yes Chillers Individual Yes Yes Cooling Tower pumps Individual Yes Yes Cooling Towers Individual Yes Yes Deaerators Individual Yes Yes Energy Recovery Units Individual Yes Yes Exhaust Fans Individual Yes Yes Rooftop Only Exhaust hoods Individual Yes Yes Furnaces Individual Yes Yes Non-Residential Heat Pumps Individual Yes Yes Make/Model/Serial number will be captured for both interior and exterior when accessible; otherwise it will be captured as one single cost and item Hot Water pumps Individual Yes Yes Make Up Air Units Individual Yes Yes Package AC Units Individual Yes Yes Includes Rooftop and Ground Split Systems Individual Yes Yes Ductless Split Systems will be captured as one single item. The barcode will be located on the exterior unit Unit Heaters Individual Yes Yes Fan Coil Units*Individual Yes Yes Included in the service and quantified based on client supplied data and/or drawings only.*No visual capture. 8 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Unit Ventilators*Individual Yes Yes Included in the service and quantified based on client supplied data and/or drawings only.*No visual capture. VAV Boxes*Individual Yes Yes Included in the service and quantified based on client supplied data and/or drawings only.*No visual capture. Window Units Not Included in Service Radiators Not Included in Service Thermostatic Controls Not Included in Service Interior Systems 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 Commercial-Style, non-residential Freezer (Walk In, Reach In)Individual No Yes Grease Traps Individual No Yes Will not receive a barcode if barcoding services is included Large Kitchen Equipment Individual No Yes Valued above $2,000 Oven, Stoves Individual No Yes Refrigerator (Walk In, Reach In)Individual No Yes Commercial-Style, non-residential Broilers, Grills, Fryers Individual No Yes Valued above $2,000 9 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Counter Top Appliances Not Included in Service Cutlery Not Included in Service Tables, Racks Not Included in Service Plumbing Domestic Hot Water Heaters Individual No Yes 80 Gallons and Above.Does not include Instant Hot Water Heaters Domestic Water Booster Pumps Individual No Yes 1 HP and above Hot Water Storage Tank Individual No Yes Main Backflow Preventer Individual No Yes Includes Domestic and Fire 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 , Sidewalks System Level Yes No Utilities System Level Yes No Under the floor, behind the wall related items – electrical distribution, Domestic water/sewer & HVAC Ductwork.Cost per sq.ft.estimation for replacement/rehab. 10 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Vertical Transportation Dumb Waiter Individual No Yes Elevators Individual No Yes Escalators Individual No Yes For the Equipment Items and Systems/Sub-Systems listed in the Asset Inventory and Systems/Component Table above, the following attributes will be captured as follows depending on whether the item is included in the Equipment Inventory and/or as a General or Specific System Component of the Capital Forecast or Capital Prediction solution: Work & Asset Management Data Population (Y/N) Capital Forecasting Data Population (Y/N) Field Name Equipment Items General Sub- System Specific Sub-System Y* Equipment Item Number Y N Corresponding Equipment Item Number will replace Sub-System ID N* System-Component ID N Y Corresponding Equipment Item Number will replace Sub-System ID Site/Location/Building Name Y Y Y Description Y Y Y System/Sub-System N Y Y Classification/Type Y N N 11 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Unit of Measure N Y Y Quantity N Y Y Unit Cost N Y Y N* Manu/Model/Serial Numbers Y N Will be included on Individual Equipment Record Tag (if available) Y N N Date In Service (if available) Y Y Y Condition Y Y Y Estimated Replacement Cost Y Y Y Estimated Next Replacement Date Y Y Y Life Cycle Y Y Y Included in 20-year Capital Forecast?N Y Y Evaluation At the conclusion of the assessment(s),the DSI Service Provider will prepare reports as described above that include: •A general description of the property and improvements and comment generally on observed conditions. •Comments for components that are exhibiting deferred maintenance issues and provide estimates for "immediate" and "capital repair" costs based on observed conditions, available maintenance history and industry-standard useful life estimates. If applicable, this analysis will include the review of any available documents pertaining to capital improvements completed within the last three years, or currently under contract. The DSI Service Provider shall also inquire about available maintenance records and procedures and interview current available on-site maintenance staff. •A schedule for recommended replacement or repairs (schedule of priorities). 12 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 •Address critical repairs separately from repairs anticipated over the term of the analysis. •A FCI index number for each building. •A twenty year capital plan with an Executive Summary with graphic presentation of results to provide a quick,"user- friendly"summary of the property's observed condition and estimated costs assigned by category. Cost Estimating Each single building report will include an estimated cost for each System/Sub-System repair or replacement anticipated during the evaluation term. The capital needs analysis will be presented as an Excel-based cost table that includes a summary of the description of each component, the age and estimated remaining useful life, the anticipated year of repair or replacement, quantity, unit cost and total cost for the repair of each line item. A consolidated Capital Needs Analysis will be presented that includes all anticipated capital needs for all buildings. In addition to the detailed description of the deficiencies, we will provide cost estimates for the deficiencies noted. The cost estimate for capital deficiencies will be based on the estimate for maintenance and repair. Project management costs, construction fees, and design fees will be derived using actual costs from previous projects, if available. DSI Service Providers use the ASTM Uniformat II system for categorization and a proprietary blend of national prevailing industry-standard cost models for cost estimating.DSI also 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 us to project costs based on local conditions and to maintain a cost database that in most cases is more current than published models. Assumptions •Average building square footage is greater than 10,000 sq.feet.If average square footage of all buildings to be included to receive the service is less than 10,000 sq.feet, custom pricing is needed. •All buildings are located within one primary geographic zone/region (Example – School District, Higher Education, Main Campus,and Town).If multiple or scattered locations across the state are to receive the service a custom quote must be obtained. (Example – Multiple Higher Education Satellite Campuses locations, State Department Agencies) •Residence Halls – A sampling would be based upon visits to approx. 20% of the rooms. When calculating the projected replacement cost of the in-residence items, these items will be treated as a system.A cost based upon the sampling will be generated for the system.Individual in-room collection of assets would not be provided, if desired a custom quote would be needed. •Reconciliation of existing equipment in DSI work & asset management solutions and updating of historical records will not be performed.If reconciliation is required this is subject to additional costs depending upon the amount of changes requested. •Capture of Data plate information is subject to readily accessible, legible information plate. •DSI team members make final determination of whether areas housing assets are safely accessible for data collection. 13 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 •DSI team members will not move assets or interfere with asset functionality to collect nameplate information. •All Data on SOW is captured at the asset level – subcomponents of assets listed on the SOW will not be captured. •Equipment not in service or identified as "Run-to-Fail" are excluded from data gathering service unless inventory is required for compliance purposes. Client Responsibility 1.Client will provide the needed input, resources, and documentation to support the tasks of the service and associated timelines for delivery of the service. 2.Any data to be migrated from client drawings or spreadsheets has to be provided to the DSI Service Provider within 15 business days of completion of onsite activity. 3.Client will review and provide any feedback related to data sent to them for review by DSI Service Provider or DSI within 15 business days or unless otherwise determined. 4.If Data is not reviewed within the 15 business day time period DSI will assume that the Data provided by the DSI Service Provider is approved and will load into the client's software. 5.Client will be responsible for scheduling and coordinating all meetings and interviews involving other teams, departments, management teams 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 DSI and/or DSI Service Provider in advance of onsite. 7.Client will ensure that the DSI Service Provider is granted accessibility to the facilities and/or systems required to conduct the necessary work defined in this SOW.If DSI Service Provider is not granted access to all areas, this could result in missed information gathering and/or delays in implementation timelines.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 accessibility to DSI Software, for Clients with Connect Authenticate/Single Sign On this may require your Technology Team to setup the DSI Service Provider in your organizations Identity Provider service. 9.Client will provide a knowledgeable escort for work defined in this SOW and access to personnel as necessary. 10.Reconciliation of existing equipment in DSI work & asset management solutions and cleanup of historical records and/or data within the software is subject to additional costs depending upon the amount of changes requested. 11.DSI is not responsible for reconciliation of portable or moveable assets after onsite collection is performed. 14 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 12.Addition of Equipment Barcode Tagging services must be purchased prior to onsite activity by the DSI Service Provider and is not included in the Standard FCA SOW. Milestone Billing - Invoice Schedule Invoicing for the Facility Condition Assessment service will be provided as delivery milestones are completed for projects equal or greater than 154,000 square feet.Below is the schedule for the billing milestones and the related percentage. Facility Condition Assessment Milestones Description Percentage Mobilization Project acquisition template set up, Vendor kickoff call with client, Travel arrangement costs; other miscellaneous pre-visit preparation 15% On-Site Field Data Capture Project launch meeting with client first day of onsite, acquisition of data to Scope of Work at all locations included in project, and closing meeting at end of onsite activity to confirm completion and review next step actions. 35% Data Management Data activity, including quality assurance and control that occurs after field work is completed to produce the data file.35% Report Creation and delivery of final narrative reports (FCA), and data files (FCA/ Data Gathering) to client.15% *If project is greater than 1.5M Square feet additional milestones will be leveraged. Capital Predictor Enterprise Implementation and Training - Statement of Work Purpose The purpose of the Capital Predictor Enterprise Implementation and Training Services, as scoped herein, is to deliver the model development, training, and support required to realize the value that a Capital Predictor Enterprise subscription has to offer for building asset lifecycle models in support of the Client's infrastructure investment planning processes. To facilitate this outcome, a Dude Solutions' (DSI) Selected Consultant (Consultant) will conduct workshops with Client staff members (workshop participants) focused on developing a first-generation lifecycle model* using the Client's data. 15 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Through the workshop experience, follow-up meetings, and post-implementation support, Client staff will be provided the opportunity to learn the essentials of building asset lifecycle models with Capital Predictor Enterprise. With this background and understanding, Client staff will be able to assume ownership of the first- generation lifecycle models and continue to build out "what-if" scenarios after training is complete with support from the DSI Selected Consultant. Value By partnering with Dude Solutions, you are provided expert guidance in the best practice configuration and usage of Capital Predictor Enterprise. In summary, the scope of the proposed Capital Predictor Enterprise Implementation and Training Services includes: •Workshop training sessions led by the Consultant focused on building lifecycle model(s) for the asset class(es) identified in this SOW and using the Client's data; •Client data loaded into the lifecycle model(s) in Capital Predictor using the asset class(es) identified in this SOW and using the Client's data and input; •One (1) month of online support provided directly by the Consultant. This service is designed to provide Client staff with assistance in matters related to reporting; troubleshooting, and refining the previously delivered lifecycle model(s); •Support and guidance for installing Capital Predictor Enterprise on the Windows operating system; •Guidance on how to structure data for effective lifecycle modeling; *A "first-generation lifecycle model" is a fully functional Capital Predictor Enterprise lifecycle model that can be used to present reports and explore the functional aspects of Capital Predictor Enterprise software. However, the term ‘first-generation' is used to qualify that the model may not yet be mature or accurate enough for actual decision- making purposes. Also note that a single model applies to a single asset class. For example, a model built for pavement would not include information about signage or street markings. Per this scope of services, a first-generation lifecycle model will be developed for the asset class identified below (select one): ?Facilities Methodology and Approach Task 1:Pre-Workshop Kick-Off Meeting and Preparation Consultant will work with the Client's designated Project Manager to facilitate a Kick-Off Meeting and prepare themselves and the Client's project team for data gathering and the upcoming workshop activities. Sub-Task 1.1:Kick-Off Meeting [Remote Task:up to 2 hours duration] 16 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 The purpose of the Kick-Off Meeting is to: 1.Review project goals and objectives; 2.Review data requirements; 3.Review available data sources and decision support criteria; 4.Schedule the workshop; 5.Determine an appropriate time for client staff to install Capital Predictor Enterprise on Client computers; 6.Address any scope, logistical,or scheduling questions. Sub-Task 1.2:Pre-Workshop Preparation [Remote Task:duration is as needed, not to exceed 16 hours] Project preparation tasks during this phase of the project will include: 1.Consultant will review relevant information provided by the Client, including data sources (such as GIS), decision support processes, capital plans, assessment reports,and other information that will be beneficial to the project outcomes. Consultant will advise Client of any schema or data changes required for a successful model. Consultant may make assumptions or calculate additional fields so the model may proceed to be built in a timely manner if required changes to source data are not completed by the Client in a timely manner. 2.Software installation requirements will be reviewed during the Kick-Off meeting, and access to DSI online Capital Predictor Enterprise resources will be provided.An email will be issued to designated Client staff with links to access the software, Knowledge Base,and eLearning videos.The Consultant will provide additional support as required. A meeting with a Client IT representative may be necessary. Client Responsibilities 1.Designate a Project Manager.This person will interact directly with the Consultant to set meeting times, coordinate staff, direct feedback, approve invoices and other tasks as required to help keep the project on track. 2.Determine who will participate in the Data Gathering and Workshop sessions.DSI suggests that participants include both personnel who are actively involved in capital plan decision making and personnel who are responsible for managing data that contributes to the decision-making processes. 3.Determine and assemble data sources that will be used in Capital Predictor Enterprise. This should include any existing condition rating systems, decision support criteria used to determine repair, rehabilitate,and replace, budget and capital planning strategies. These resources will be provided to the Consultant for review prior to the onsite workshop. 4.Complete data schema and/or data updates recommended by the consultant and provide updated data to Consultant. 5.Consultant will host the meeting using online screen sharing software (WebEx, Zoom,or similar). The Client is responsible for ensuring remote access for all Client participants. 17 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Deliverables 1.A remotely facilitated Project Kick-Off Meeting, up to two (2) hours in duration, to be facilitated by DSI's Solutions Consultant and attended by applicable Client and Consultant team members. Task 2:Lifecycle Model Training and Model Building Workshop [Remote Task:Three-day duration] A series of remote workshop sessions will be facilitated by the Consultant over an agreed-upon multi-day period. Ideally, remote workshop activities should be completed within a one (1) to three (3) week period.The purpose of workshop session is to train Client staff on the creation of asset lifecycle models through the process of building first-generation lifecycle models for the scoped assets,using the Client's data. The workshop is as follows: 1.Overview Presentation and Discussion Workshop Session 1:(3 hours) Participants:Senior Managers, Asset System Managers, GIS staff, Project Manager Consultant will step the workshop participants through a comprehensive overview of asset lifecycle modeling using Capital Predictor Enterprise. Participants will be encouraged to ask questions and engage in discussion as Consultant presents the following: 1.Introductions and goal review; 2.An overview of strategic asset management,lifecycle modeling,and Capital Predictor Enterprise; 3.An in-depth interactive presentation on the process of developing lifecycle models using examples in Capital Predictor Enterprise relevant to scoped assets; 4.Integration with GIS; 5.Reporting methods. 2.Lifecycle Model Development and Training for Asset Group 1 Workshop Session 2:(3 hours) Workshop Session 3:(3 hours) Participants:Client Asset System Managers and their designee(s), Project Manager 18 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Consultant will lead a training workshop for developing lifecycle model parameters for the selected asset class(es).The training will be facilitated by the Consultant using remote screens of Capital Predictor Enterprise, GIS,and other software as required.Workshop participants may follow along using Capital Predictor Enterprise on their laptops but are not required to do so.Aspects of lifecycle modeling that the training will focus on include: a.Treatment parameters. The types of treatments that are currently being used, criteria for triggering treatments, and treatment effects. b.Service State (aka Condition) criteria.Criteria for determining the service state of assets, including condition scoring, likelihood of failure, age,and other criteria as it would be used for decision making. c.Lifecycle criteria such as material, size,location, era of installation, and other criteria that contributes toward defining the life expectancy of assets. d.Degradation Profile.The deterioration curve of the asset(s). e.Decision criteria. Additional decision criteria other than service state that will be used in the lifecycle model.Examples include material, criticality, capacity, location etc. f.Decision Model.How all the criteria come together to trigger treatments and their effects in a decision model. g.Costing data for each treatment, which are determined in the unit of measure for the asset(s). h.Budget caps.At least one simulation should be built on existing budgets.Other simulations may be created that vary the budget amounts. i.Data structure. Evaluate how the Client's data matches up to the decision criteria.Make note of modifications that may need to be performed. j.Forced projects.Any projects that the Client is already committed to may be identified and forced to happen in the designated year in the model simulation. k.Data acquisition from a Feature Service on ArcGIS Online l.Data structure. Evaluate how the Client's data matches up to the decision criteria.Make note of modifications that may need to be performed. Some modifications can be made in the workshop. m.Forced projects.Any projects that the Client is already committed to may be identified and forced to happen in the designated year in the model simulation. n.Capital Predictor Enterprise Reports o.Publishing Capital Predictor Enterprise simulation results to ArcGIS as a time enabled Feature Class 3.Wrap Up Workshop Session 4:(3 hours) Participants: Project Manager and others to be determined This time is reserved if needed for activities identified in previous sessions that need to be further addressed.This may include the development of a list of next steps, meeting with IT staff regarding software installation or other topics as required. Client Responsibilities 19 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 1.Consultant will host the meetings using online screen sharing software (MS Teams, Zoom,or similar). The Client is responsible for ensuring remote access for all Client participants. 2.Client staff should arrive prepared with all digital and paper-based information deemed relevant to the workshop. Deliverables 1.Copies of presentation material. 2.Remote Training Workshop sessions facilitated by an DSI Solutions Consultant as described herein. 3.First-generation Capital Predictor Enterprise model files as developed in the workshop. 4.All participants are provided an opportunity to learn how to utilize the Capital Predictor Enterprise software. 5.The Consultant engages in a post-workshop meeting with the Client's Project Manager to solicit feedback and discuss the post workshop training and support phase of the project. Task 3:Post Workshop Training and Support [Remote Task:duration is as needed, not to exceed 16 hours] During the one (1)month period immediately following delivery of the first-generation Capital Predictor Enterprise lifecycle models,the Consultant will remain the primary contact for support and follow-up training as it becomes desired by the Client staff who participated in the Task 2 workshops.The purpose of this support period is to provide Client staff an opportunity to ask questions on the lifecycle model(s), reports, data,or other material deemed necessary by the Client to extend the value of the Capital Predictor Enterprise subscription. This support and training is in addition to DSI's standard support services. 1.All support and training will be provided through email, scheduled online meetings, and phone conferences.The Client Project Manager will schedule the support activities with the DSI Solutions Selected Consultant prior to each event. 2.At Consultant's sole discretion, the Consultant may engage in some development of lifecycle models, reports,or other material in consultation with the Client as deemed appropriate to further the training of Client staff. 3.Support and training are limited to staff who participate in the training workshop, but the services provided by Consultant during this phase includes help for workshop participants to communicate to other Client staff. Project Assumptions 20 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 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, which include Client responsibilities before signing the Acceptance. Deviations from these assumptions may impact DSI's ability to successfully complete the project. Any changes in scope, schedule, or costs will be documented by the Project Coordinator, whether there is a cost impact or not. •DSI and Consultant are not responsible for delays caused by missing data or other configuration information that is required to be available prior to the consulting service. Having the requested data and configuration information available prior to the consulting service may minimize delays so progress can be made quickly. •Client shall use best efforts to Identify of all project-related key information to allow the project schedules to begin on time. Any changes to key information after Project kickoff may require a Change Controls. •Parties agree to provide timely responses to task-related emails or phone calls to enable on-time completion of all assignments. •At least 24-hour notice cancellation shall be given by the Parties if required members for any scheduled meeting cannot attend. This shall allow sufficient time to cancel/re-schedule the meeting as soon as possible to keep the project on schedule. •Prerequisite data gathering, which may relate to an orientation call or requirements gathering meeting, must be completed prior to the scheduled meeting. A productive meeting requires that the data gathering be complete in advance of the meeting. Change Controls Parties may agree to modify the Services through a written change order specifically referencing this this applicable Statement of Work. Such change order will become part of the applicable Statement of Work when executed by both Parties, and the services described therein will become part of the Services. You may request that DSI add services not in the Specifications by submitting a written proposed change order to DSI, in the form attached hereto as Attachment A (Change Order Form). Such change order will become part of the applicable Statement of Work when executed by both Parties, and the services described therein will become part of the Services. Excluded from Services For the avoidance of doubt, the following services are not included: •Unless otherwise included in the Consulting service, evaluation of your current practices, policies, procedures, or personnel for the purposes of performance or other improvements. •Troubleshooting any issues related to your IT infrastructure, including computer software not provided by Dude Solutions and/or GIS or other systems. •Migration of data from other systems or locations, unless specified on the Order Form. 21 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 •Updating any of your source data. •Export of data to any other systems or third parties other than those specified on the Order Form. Milestone Billing - Invoice Schedule Invoicing for the Capital Predictor Enterprise Model Development service will be provided as delivery milestones are.Below is the schedule for the billing milestones and the related percentage. Capital Predictor Enterprise Model Development Milestones Description Percentage Kickoff and Data Gathering Kickoff meeting and initial model preparation (Task 1)50% Workshop Sessions and Wrap Up Lifecycle model building, workshop sessions and wrap up (Task 2)50% Attachment A Change Order Form Client Name: __________________________________________________________ Requesting Individual: ___________________________________________________ Date of Request: _______________________________________________________ Description ofChanges Needed Reason forChange SupportingDocuments AdditionalInformation Original Contract Price: __________________________________________________________ Net Price Change (Increase/Decrease) for this Change Order: ____________________________ 22 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 _________________________________ ("Client") ___________________________________________________ Printed Name ___________________________________________________ Signed Name ___________________________________________________ Title ___________________________________________________ Date Dude Solutions, Inc ("Company") ___________________________________________________ Printed Name ___________________________________________________ Signed Name ___________________________________________________ Title ___________________________________________________ Date Total Contract Price including all approved Change Orders: ______________________________ Changes to Contract Times: _______________________________________________________ Change Order Signature 23 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Proposal terms •Proposal has been prepared for Orange County ("Subscriber") •Proposal expires in sixty (60) days •Initial Term: 12 months Order Form terms •This Order Form and its Services are governed by the terms of the Dude Solutions, Inc. Master Subscription Agreement found at https://www.dudesolutions.com/terms (https://www.dudesolutions.com/terms)("Terms"), unless Subscriber has a separate written agreement executed by Dude Solutions, Inc. ("DSI") for the Services, in which case the separate written agreement will govern. Acceptance is expressly limited to these Terms.Any additional or different terms proposed by Subscriber (including, without limitation, any terms contained in any Subscriber purchase order) are objected to and rejected and will be deemed a material alteration hereof. •The Effective Date of the Agreement between Subscriber and DSI is the date Subscriber accepts this Order Form. •Acceptance of this Order Form on behalf of a company or legal entity represents that you have authority to bind such entity and its affiliates to the order, terms and conditions herein. If you do not have such authority, or you do not agree with the Terms set forth herein, you must not accept this Order Form and may not use the Service. Additional information •DSI fees do not include any taxes, levies, duties, or similar government assessments for which Subscriber may be responsible. Tax exemption certifications can be sent to accountsreceiveable@dudesolutions.com (mailto:accountsreceiveable@dudesolutions.com). •Billing frequency other than annual is subject to additional processing fees. •Please reference Q-223715 on any applicable purchase order and email to accountsreceiveable@dudesolutions.com (mailto:accountsreceiveable@dudesolutions.com) •Dude Solutions, Inc. maintains the necessary liability coverage for its products and professional services. Proof of insurance can be provided upon request. 24 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 We are committed to helping you build your knowledge, network and skills – and Virtual Dude University 2021 is the best training and professional development for operations management professionals. With the ability to tune in from the comfort of your own workspace, it’s easier than ever to join us for Virtual Dude University, May 18-20, 2021. Attendees are in for the best virtual conference yet, with more knowledge, training and technology than ever before. • Build a strategic vision for your department and ensure goals align with the mission and vision of your organization. • Save your organization time and money by investing in the training you need to keep your operations excellent and highly efficient. • Learn how your peers are successfully overcoming similar challenges so you can be a leader of positive change. Your registration also includes: • Expert-led sessions: Hear industry pros talk about how to future-proof your operations amidst a changing workforce, utilize data and analytics for better decision-making, and get back to basics by automating and optimizing your operations. • Best-in-class training: Get training with Dude Solutions software, so you can strengthen your team’s skills and confidence. • Hearing from your peers: Hear what fellow clients have to say as they share their successes and lessons, and pick their brains during Q&A. • Community: Leave feeling part of the Dude Solutions family and understand why we always say, “The Dude is beside you.” • A new, integrated virtual platform: Gone are the days when you have to register again and again for individual sessions. Log in to this platform and join sessions (and exhibitor booths) with ease. Admission for Virtual Dude University is $299. Registration is open beginning February 1 through May 18, 2021. This event is May 18-20, 2021, 1-5 PM EST each day. 25 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Dude University Terms & Conditions CANCELLATION & SUBSTITUTION POLICY If you are no longer able to attend this event, you may transfer your registration to another individual within your organization up to May 1, 2021. In the event you are unable to transfer your registration, you may cancel in accordance with the following refund terms: • Cancellations received up until 11:59 pm ET on March 19, 2021 will be fully refunded. • Cancellations received up until 11:59 pm ET on April 16, 2021 will receive a 50% refund. • After 11:59 pm ET on April 16, 2021, we are unable to issue a refund. PHOTOGRAPHY, AUDIO AND VIDEO RECORDING Dude Solutions may have photographers and videographers taking pictures and video of events and people. We do not prohibit participants, exhibitors, sponsors, news organizations or other companies from photographing, video, or audio- taping activities in public spaces. By attending this event, you agree that Dude Solutions has the right to use, reproduce, broadcast or incorporate in any manner whatsoever, all or any portion of photographs and/or videos of you for use in marketing materials and/or training materials and for internal use (“Materials”). You grant, irrevocably transfer and assign to Dude Solutions your entire right, title and interest, if any, in and to the Materials and all copyrights in the Materials arising in any jurisdiction throughout the world, including the right to register and sue to enforce such copyrights against infringers. You also waive any right to royalties or other compensation related to the use of the Materials. You understand that the Materials may be substantially edited, altered, rearranged or modified. You hereby waive any right to inspect or approve the use of the Materials in any media. SPONSOR/EXHIBITOR COMMUNICATION By visiting or interacting with an exhibitor and/or sponsor booth throughout the event, you are opting-in to receiving communications from that entity. You will be subject to their communications and privacy policy and must opt-out with them directly. ADMITTANCE Dude Solutions, at its sole discretion reserves the right to refuse admittance to or expel from the event anyone for any lawful reason, including but not limited to circumstances where attendee(s) are behaving in a manner that could be disruptive or dangerous to the event or other attendee(s). Attendee(s) who are refused admission or expelled from the event will not receive a refund of any payment rendered. VIEWS The views expressed by any event attendee, speaker, exhibitor or sponsor are not necessarily those of Dude Solutions. All event attendees, speakers, exhibitors and sponsors are solely responsible for the content of any and all individual or corporation presentations, marketing collateral, advertising and online Web content. If applicable, Dude Solutions reserves the right to substitute an equally qualified speaker in case of an emergency or cancellation. Dude Solutions has no duty with respect to presenters, exhibitors or sponsors, and makes no endorsements of any presentation or product. 26 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 LIMITATION OF LIABILITY In no event shall Dude Solutions, in the aggregate, be liable for injury or damages of any Attendee during this event or traveling to or from this event. Dude Solutions disclaims any liability for the acts of any outside entities related to this event and reserves the right to cancel the event without liability. Airline tickets, hotel reservations and any other accompaniments in anticipation of attending the event are done at Attendee’s own risk. In the event that Dude Solutions cancels the event, Dude Solutions may, at its sole discretion, issue a refund of registration payment. Each Attendee shall be personally responsible for his/her/their behavior. The organizers do not accept responsibility for the behavior of any Attendee or outside entity during the event. Dude Solutions shall not be liable for any delays or failure in performance or interruption of services resulting directly or indirectly from any cause or circumstance beyond the reasonable control of Dude Solutions. Attendee(s) at this event agree to indemnify, defend, and hold harmless Dude Solutions, its officers, directors and agents, against all claims arising out of actions or omissions of Attendee(s) at or in connection with this event. Under no circumstances shall Dude Solutions have liability with respect to its obligations under this agreement or otherwise for loss of profits or direct, exemplary, consequential, indirect, incidental, punitive or other indirect damages of any kind whether alleged as a breach of contract or tortious conduct, including negligence, or based on any other cause of action. Registering to attend this event acknowledges acceptance of these terms and provisions of registration. 27 DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Facility Condition Assessment Scope of Work Purpose Dude Solutions’ (DSI) facility condition assessment (FCA) is a visual assessment evaluating the facility systems based on the following Standard Scope of Work (SOW). This FCA service will collect data on major facility assets, as well as provide narratives that summarize assessment observations and comments. An inventory of Equipment Items as well as a forecast model of upcoming System/Sub-System replacements will be imported into DSI’s work & asset management and capital forecasting solutions respectively. Value By partnering with Dude Solutions you not only gain the engineering expertise of DSI’s Service Providers; you also are provided with assurance that the data collected as a result of the facility condition assessment is properly integrated into your Dude Solutions software applications. Dude Solutions has successfully completed more than 800 projects ranging from Facility Condition Assessments, Asset Inventory Collection (including barcoding) and preventive maintenance schedule creation. Our methodology provides you with confidence to make better data, decision-making on both short-term and long-term capital investment needs of your organization. Deliverables All FCA’s will include a deliverable containing the following items:  Narrative report with descriptions of major systems and corresponding conditions  Primary digital photos of key components and deficiencies are included in the narrative  20-year capital Reserve table with System/Sub-System replacement costs and dates  Import of Systems-level detail into client’s DSI capital forecasting solution  Import major Equipment Items into client’s Dude Solutions work & asset management solution. Methodology and Approach A Certified Dude Solutions Service Provider (DSI Service Provider) will collect, document, and analyze the facilities assessment data to achieve the following:  At the start of each building or facility assessment we will interview client’s staff to understand what improvements have been made in the last three years, what improvements are planned in the next three years and known problems that may exists.  Inventory all major building equipment including quantity, size, asset tag number, manufacturer, model and serial number.  Identify deficient conditions in terms of deferred maintenance and building condition.  Provide a reasonable cost analysis for the above-mentioned efforts.  For single building projects, provide a report for the property that details the assessment data.  For multi-building 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 the service. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 The field data collection will be performed at an individual and system level as described below: 1. Detailed data collection of individual equipment items will be captured to build an equipment inventory which will be imported into DSI’s work & asset management solution as defined in the Asset Inventory and System/Component table below. 2. A condition assessment of major building systems, including HVAC, Electrical, Plumbing, Roofing, Site Paving, Vertical Transportation, Structural and Building Envelope to be imported into DSI’s capital forecasting solution as defined in the Asset Inventory and System/Component table below. a. HVAC equipment items only will also be tracked in the capital forecast as specific Sub-Systems. For these items, Make/Model/Serial Number will be captured and tracked in the Equipment Inventory, and the item will also be included as a Sub-System in the capital forecast. b. All other major Systems will be collected at the Systems Level in DSI’s capital forecasting solution as a general Sub-Systems Asset Inventory and Systems/Component Table The following table defines the standard SOW that will be followed to capture the equipment data used to build the Equipment Inventory, which will be imported into the Work & Asset Management Solution as well as the System-Sub-System data used to build the Capital Reserve Table that will be imported into the Capital Forecasting Solution. Table Column Header Descriptions Individual or System Level Capture Individual = Item will be collected individually System = Item will be grouped by system or sub-system, location will correspond to the associated building structure Item Represented in Capital Forecast? Y/N No = Cost information related to individually captured items will be provided at a system or sub-system level only in Capital Forecast Included in Equipment Inventory? Y/N No = Item will not be setup in the work & asset management solution *Items captured as a system will be setup as a single equipment inventory item so that work can be tracked against it. Sub-System Individual or System Level Capture Item Represented in Capital Forecast? (Y/N) Included in Equipment Inventory? (Y/N) Comments Exterior Systems Exterior Doors System Level Yes No Exterior Walls (Finish) System Level Yes No Exterior Windows System Level Yes No Roofing System Level Yes No DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Sub-System Individual or System Level Capture Item Represented in Capital Forecast? (Y/N) Included in Equipment Inventory? (Y/N) Comments Electrical Automatic Transfer Switch Individual No Yes Make/Model/Serial number will be captured when available Electric Door Systems Individual No Yes Exterior Doors Only Emergency Generators Individual No Yes Must be Permanently Installed, does not include mobile units Main Distribution Panels Individual No Yes Primary panel bringing utility into building only Motor Control Centers Individual No Yes Switchgear Individual No Yes Transformers Individual No Yes Primary Service to Building (Must be Client Owned) Breakers, switches or starters Not Included in Service Individual light fixtures (emergency, exterior, etc.) Not Included in Service Motors Not Included in Service Portable Generators Not Included in Service Secondary Electrical Panels Not Included in Service VFDs Not Included in Service Emergency Back-Up Lights System Level Yes Yes Cost model based upon building SQ FT cost Lighted Exit Signs System Level Yes Yes Equipment Commercial Laundry (washers, dryers) Individual No Yes Commercial Trash Compactors Individual No Yes Client-Owned, Permanently- installed facility infrastructure units only Residential Type Appliances, Shop Tools and Equipment Not Included in Service Residential Washer/Dryers, Refrigerators, Microwaves and Ranges Not Included Exterior Enclosure Garage Door & Garage Door Opener Individual No Yes Commercial Type Garage Openers Only (Excludes Residential single care garage doors) Fire Protection Eyewash / Safety Showers Individual No Yes Permanently Installed Items DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Sub-System Individual or System Level Capture Item Represented in Capital Forecast? (Y/N) Included in Equipment Inventory? (Y/N) Comments Fire Pump Individual No Yes Main Fire Pump and Jockey Pumps greater than 1 HP Main Fire Panel Individual No Yes Fire valves, hydrants Not Included in Service Included in Alarm System SF Cost Smoke detectors, horn strobes Not Included in Service Included in Alarm System SF Cost AEDs System Level Yes Yes Fire Alarm System System Level Yes Yes Barcode applied to Main Fire Panel Fire Extinguishers System Level Yes Yes Specialty Fire Suppression System System Level Yes Yes Kitchen-Style Suppression System Sprinkler System System Level Yes Yes HVAC Air Handling Units Individual Yes Yes Includes Rooftop and Ground Boilers Individual Yes Yes Building Automation System Individual Yes Yes Chilled Water pumps Individual Yes Yes Chillers Individual Yes Yes Cooling Tower pumps Individual Yes Yes Cooling Towers Individual Yes Yes Deaerators Individual Yes Yes Energy Recovery Units Individual Yes Yes Exhaust Fans Individual Yes Yes Rooftop Only Exhaust hoods Individual Yes Yes Furnaces Individual Yes Yes Non-Residential Heat Pumps Individual Yes Yes Make/Model/Serial number will be captured for both interior and exterior when accessible; otherwise it will be captured as one single cost and item Hot Water pumps Individual Yes Yes Make Up Air Units Individual Yes Yes Package AC Units Individual Yes Yes Includes Rooftop and Ground Split Systems Individual Yes Yes Ductless Split Systems will be captured as one single item. The barcode will be located on the exterior unit DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Sub-System Individual or System Level Capture Item Represented in Capital Forecast? (Y/N) Included in Equipment Inventory? (Y/N) Comments Unit Heaters Individual Yes Yes Fan Coil Units* Individual Yes Yes Included in the service and quantified based on client supplied data and/or drawings only. *No visual capture. Unit Ventilators* Individual Yes Yes Included in the service and quantified based on client supplied data and/or drawings only. *No visual capture. VAV Boxes* Individual Yes Yes Included in the service and quantified based on client supplied data and/or drawings only. *No visual capture. Window Units Not Included in Service Radiators Not Included in Service Thermostatic Controls Not Included in Service Interior Systems 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 Commercial-Style, non- residential Freezer (Walk In, Reach In) Individual No Yes Grease Traps Individual No Yes Will not receive a barcode if barcoding services is included Large Kitchen Equipment Individual No Yes Valued above $2,000 Oven, Stoves Individual No Yes Refrigerator (Walk In, Reach In) Individual No Yes Commercial-Style, non- residential Broilers, Grills, Fryers Individual No Yes Valued above $2,000 Counter Top Appliances Not Included in Service Cutlery Not Included in Service Tables, Racks Not Included in Service Plumbing Domestic Hot Water Heaters Individual No Yes 80 Gallons and Above. Does not include Instant Hot Water Heaters DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Sub-System Individual or System Level Capture Item Represented in Capital Forecast? (Y/N) Included in Equipment Inventory? (Y/N) Comments Domestic Water Booster Pumps Individual No Yes 1 HP and above Hot Water Storage Tank Individual No Yes Main Backflow Preventer Individual No Yes Includes Domestic and Fire 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 , Sidewalks System Level Yes No Utilities System Level Yes No Under the floor, behind the wall related items – electrical distribution, Domestic water/sewer & HVAC Ductwork. Cost per sq. ft. estimation for replacement/rehab. Vertical Transportation Dumb Waiter Individual No Yes Elevators Individual No Yes Escalators Individual No Yes DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 For the Equipment Items and Systems/Sub-Systems listed in the Asset Inventory and Systems/Component Table above, the following attributes will be captured as follows depending on whether the item is included in the Equipment Inventory and/or as a General or Specific System Component of the Capital Forecast: Work & Asset Management Data Population (Y/N) Capital Forecast Data Population (Y/N) Field Name Equipment Items General Sub-System Specific Sub-System Equipment Item Number Y N Y* Corresponding Equipment Item Number will replace Sub-System ID System-Component ID N Y N* Corresponding Equipment Item Number will replace Sub-System ID Site/Location/Building Name Y Y Y Description Y Y Y System/Sub-System N Y Y Classification/Type Y N N Unit of Measure N Y Y Quantity N Y Y Unit Cost N Y Y Manu/Model/Serial Numbers Y N N* Will be included on Individual Equipment Record Tag (if available) Y N N Date In Service (if available) Y Y Y Condition Y Y Y Estimated Replacement Cost Y Y Y Estimated Next Replacement Date Y Y Y Life Cycle Y Y Y Included in 20-year Capital Forecast? N Y Y DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 Evaluation At the conclusion of the assessment(s), the DSI Service Provider will prepare reports as described above that include:  A general description of the property and improvements and comment generally on observed conditions.  Comments for components that are exhibiting deferred maintenance issues and provide estimates for “immediate” and “capital repair” costs based on observed conditions, available maintenance history and industry-standard useful life estimates. If applicable, this analysis will include the review of any available documents pertaining to capital improvements completed within the last three years, or currently under contract. The DSI Service Provider shall also inquire about available maintenance records and procedures and interview current available on-site maintenance staff.  A schedule for recommended replacement or repairs (schedule of priorities).  Address critical repairs separately from repairs anticipated over the term of the analysis.  A FCI index number for each building.  A twenty year capital plan with an Executive Summary with graphic presentation of results to provide a quick, “user-friendly” summary of the property’s observed condition and estimated costs assigned by category. Cost Estimating Each single building report will include an estimated cost for each System/Sub-System repair or replacement anticipated during the evaluation term. The capital needs analysis will be presented as an Excel-based cost table that includes a summary of the description of each component, the age and estimated remaining useful life, the anticipated year of repair or replacement, quantity, unit cost and total cost for the repair of each line item. A consolidated Capital Needs Analysis will be presented that includes all anticipated capital needs for all buildings. In addition to the detailed description of the deficiencies, we will provide cost estimates for the deficiencies noted. The cost estimate for capital deficiencies will be based on the estimate for maintenance and repair. Project management costs, construction fees, and design fees will be derived using actual costs from previous projects, if available. DSI Service Providers use the ASTM Uniformat II system for categorization and a proprietary blend of national prevailing industry-standard cost models for cost estimating. DSI also 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 us to project costs based on local conditions and to maintain a cost database that in most cases is more current than published models. Assumptions  Average building square footage is greater than 10,000 sq. feet. If average square footage of all buildings to be included to receive the service is less than 10,000 sq. feet, custom pricing is needed.  All buildings are located within one primary geographic zone/region (Example – School District, Higher Education, Main Campus, and Town). If multiple or scattered locations across the state are to receive the service a custom quote must be obtained. (Example – Multiple Higher Education Satellite Campuses locations, State Department Agencies) DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9  Residence Halls – A sampling would be based upon visits to approx. 20% of the rooms. When calculating the projected replacement cost of the in-residence items, these items will be treated as a system. A cost based upon the sampling will be generated for the system. Individual in-room collection of assets would not be provided, if desired a custom quote would be needed.  Buildings that are connected via open air breezeway will follow DSI Finger Plan pricing as these the level of effort to capture and report upon does not follow standard FCA pricing.  If modular or portable building structures are to be included, pricing for those will follow DSI Modular square footage pricing.  If parking structure or parking decks are to be included, pricing for those will follow DSI Parking Deck square footage pricing.  If correctional facilities are to be included, pricing for those will follow DSI Correctional Facility square footage pricing.  Reconciliation of existing equipment in DSI work & asset management solutions and updating of historical records will not be performed. If reconciliation is required this is subject to additional costs depending upon the amount of changes requested.  Capture of Data plate information is subject to readily accessible, legible information plate.  DSI team members will make final determination of whether areas housing assets are safely accessible for data collection.  DSI team members will not move assets or interfere with asset functionality to collect nameplate information.  All Data on SOW is captured at the asset level – subcomponents of assets listed on the SOW will not be captured.  Equipment not in service or identified as “Run-to-Fail” are excluded from data gathering service unless inventory is required for compliance purposes. Client Responsibility 1. Client will provide the needed input, resources, and documentation to support the tasks of the service and associated timelines for delivery of the service. 2. Any data to be migrated from client drawings or spreadsheets has to be provided to the DSI Service Provider within 15 business days of completion of onsite activity. 3. Client will review and provide any feedback related to data sent to them for review by DSI Service Provider or DSI within 15 business days or unless otherwise determined. 4. If Data is not reviewed within the 15 business day time period DSI will assume that the Data provided by the DSI Service Provider is approved and will load into the client’s software. 5. Client will be responsible for scheduling and coordinating all meetings and interviews involving other teams, departments, management teams 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 DSI and/or DSI Service Provider in advance of onsite. 7. Client will ensure that the DSI Service Provider is granted accessibility to the facilities and/or systems required to conduct the necessary work defined in this SOW. If DSI Service Provider is not granted access to all areas, this could result in missed information gathering and/or delays in implementation timelines. 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. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 8. Client will ensure that the DSI Service Provider is granted accessibility to DSI Software, for Clients with Connect Authenticate/Single Sign On this may require your Technology Team to setup the DSI Service Provider in your organizations Identity Provider service. 9. Client will provide a knowledgeable escort for work defined in this SOW and access to personnel as necessary. 10. DSI is not responsible for reconciliation of portable or moveable assets after onsite collection is performed. 11. Addition of Equipment Barcode Tagging services must be purchased prior to onsite activity by the DSI Service Provider and is not included in the Standard FCA SOW. Milestone Billing - Invoice Schedule Invoicing for the Facility Condition Assessment service will be provided as delivery milestones are completed for projects equal or greater than 154,000 square feet. Below is the schedule for the billing milestones and the related percentage. Facility Condition Assessment Milestones Description Percentage Mobilization Project acquisition template set up, Vendor kickoff call with client, Travel arrangement costs; other miscellaneous pre-visit preparation 15% On-Site Field Data Capture Project launch meeting with client first day of onsite, acquisition of data to Scope of Work at all locations included in project, and closing meeting at end of onsite activity to confirm completion and review next step actions. 35% Data Management Data activity, including quality assurance and control that occurs after field work is completed to produce the data file. 35% Report Creation and delivery of final narrative reports (FCA), and data files (FCA/Data Gathering) to client. 15% *If project is greater than 1.5M Square feet additional milestones will be leveraged. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC CA License #OF15767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 (415) 568-4000 Dude Solutions, Inc. 11000 Regency Parkway, #400 Cary NC 27518 DUDSO02 American Casualty Company of Reading, PA 20427 The Continental Insurance Company 35289 Everest National Insurance Company 10120 X X 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X X X Comp. $100/Coll. 1K 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX N X 1,000,000 1,000,000 1,000,000 Professional Liab/Tech E&O/Cyber $10M per claim/Agg A 6078704674 10/1/2020 10/1/2021 A 6078704688 10/1/2020 10/1/2021 C CYBP000223-201 10/2/2020 10/2/2021 B 6078704691 (CA)11/9/2020 11/9/2021 B 6078704707 (AOS)11/9/2020 11/9/2021 NOT APPLICABLE 10/1/2021 1466680 N N N N N 11/9/2020 N N 16753286 16753286 XXXXXXX Orange County 200 South Cameron Street Hillsborough NC 27278 X X DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 North Carolina Legal References State Agencies: N.C. Gen. Stat. § 143-49 (2017). Powers and duties of Secretary (17) To establish procedures to permit State government, or any of its departments, institutions, or agencies, to join with any federal, State, or local government agency, entity, or subdivision, or any nonprofit organization in cooperative purchasing plans, projects, arrangements, or agreements if the interest of the State would be served thereby. Local Governments: N.C. Gen. Stat. § 143-129 (2017). Procedure for letting of public contracts (e) Exceptions. -- The requirements of this Article do not apply to: (3) Purchases made through a competitive bidding group purchasing program, which is a formally organized program that offers competitively obtained purchasing services at discount prices to two or more public agencies. About Sourcewell: Sourcewell is a service cooperative created by the Minnesota legislature as a local unit of government. Minn. Const. art. XII, sec. 3. As a public corporation and agency, Sourcewell is governed by local elected municipal officials and school board members. Minn. Stat. § 123A.21 Subd. 4 (2017). Under its enabling statute, Sourcewell is explicitly authorized to provide cooperative purchasing services to eligible members. Id. at Subd. 7(23). Sourcewell follows the competitive contracting law process to solicit, evaluate and award cooperative purchasing contracts for goods and services. Sourcewell cooperative purchasing contracts are made available through the joint exercise of powers law to member agencies. Minn. Stat. § 471.59 (2017). Membership in Sourcewell is available for all eligible state and local governments, education, higher education and nonprofit entities across North America. § 123A.21 at Subd. 3 Disclaimer: The information found on the Sourcewell website are provided for educational and informational purposes only. This information contained on the website, including any printed material derived from this website, is not legal advice and no attorney-client or other contractual relationship is formed by access to this information. Information here may be out of date, obsolete, or otherwise inaccurate. Please consult with a qualified attorney regarding any questions. Information current as of: 2020-11-12 202 12th Street NE | P.O. Box 219 | Staples, MN 56479 888-894-1930 | www.sourcewell-mn.gov DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 1 Angel Barnes From:Evan Barker <evan.barker@dudesolutions.com> Sent:Wednesday, June 9, 2021 2:37 PM To:Angel Barnes; Melissa Buchanan Subject:[EXTERNAL MAIL!] RE: Services Contract DRAFT Attachments:Legal Statute for Sourcewell in North Carolina.pdf Hi Angel, The information below/attached might help on the purchasing front. Attached are the legal references for Sourcewell and the State of North Carolina. Our Sourcewell Contract: https://www.sourcewell-mn.gov/cooperative-purchasing/090320-sdi Orange County’s Sourcewell Information: https://www.sourcewell-mn.gov/node/332976 Below are other organizations in NC that have procured our solutions through Sourcewell. Account Name Alamance County Alexander County Asheville- Buncombe Technical Community College Bertie County Brunswick Community College Buncombe County Buncombe County Schools Cabarrus County Cabarrus County Schools Catawba County Charlotte Convention Center Chatham County Chowan County City Of Albemarle City Of Asheville NC City of Burlington City Of Charlotte City of Clinton City Of Dunn City of Durham City of Durham - Parking City Of Graham City Of Greensboro City Of Havelock City Of High Point City Of Kannapolis City Of Lexington City Of Mebane City Of New Bern City Of Reidsville DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 2 City Of Rocky Mount City of Rocky Mount Facilities City Of Salisbury City of Sanford City Of Shelby County of Currituck Craven County Maintenance Craven County Schools Cumberland County Davidson County Schools Fayetteville State University Forsyth County Franklin County Gaston County Schools Haywood County Henderson County High Point University Iredell County Iredell Statesville Schools Lincoln County Nash Rocky Mount Schools New Hanover County New Hanover County Schools Onslow County Schools Orange County Pender County Rockingham County Rowan-Cabarrus Community College Rowan County Rutherford County Sampson County Scotland County South Granville Water and Sewer Authority State of North Carolina Wildlife Resources Commission Surry Community College Surry County Swain County Schools Town Of Beech Mountain Town Of Biltmore Forest Town Of Boiling Springs Town of Chapel Hill Town Of Forest City Town of Fuquay-Varina Town Of Garner Town Of Indian Trail Town Of Knightdale Town Of Liberty Town Of Lillington Town Of Manteo Town of Matthews Town Of Mills River Town Of Mooresville DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 3 Town of Morehead City Town of Morrisville NC Town Of Mount Gilead Town Of Mount Olive Town Of Pilot Mountain Town Of Selma Town of Southern Pines Town Of Tarboro Town of Wake Forest Town Of Zebulon University of North Carolina at Pembroke Wake Technical Community College Watauga County Schools Wayne County All the best, Evan From: Angel Barnes <abarnes@orangecountync.gov> Sent: Wednesday, June 9, 2021 12:19 PM To: Melissa Buchanan <melissa.buchanan@dudesolutions.com>; Evan Barker <evan.barker@dudesolutions.com> Subject: RE: Services Contract DRAFT Hi Melissa & Evan, I found the other contract that was issued by Orange County for services. That contract that was signed back then was updated with laws as of January 2016. The new contract that I sent was updated in 2020 with the new legislation. Please ensure that you review all the sections of the contract that I sent to you. The attorney’s office has to review and make all the changes to the contracts they will not unlock the forms for us. Also, I checked the state contract list and I don’t see Dude Solutions on the list. I see the information from Source well, but this is for Minnesota, I’ve reached out to our procurement department to confirm if we can use this Source Well but she is out of the office this week so I will not have an answer until next week. It would be helpful if I had the jurisdiction information for projects you have bid and won projects with. We can piggyback on their RFQ or RFP whichever the jurisdiction used to bid the project. Thank You, Angel Angel Barnes | Capital Projects Manager | Orange County Asset Management Services | 300 West Tryon Street | Bldg B 3 rd Floor Office 10 | Hillsborough, NC 27278 | (919) 245.2628 (direct) | (919) 610.8182 (mobile) | www.orangecountync.gov CONFIDENTIALITY NOTICE: All email messages, including any attachments, generated from or received by this account are the property of Orange County Government and as such are considered public domain and are subject to the North Carolina Public Records Law. Certain confidential information may be transmitted and any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 4 From: Melissa Buchanan <melissa.buchanan@dudesolutions.com> Sent: Wednesday, June 9, 2021 9:54 AM To: Angel Barnes <abarnes@orangecountync.gov>; Evan Barker <evan.barker@dudesolutions.com> Subject: [EXTERNAL MAIL!] RE: Services Contract DRAFT Morning all. I pulled the contract I previously worked on and realized the Word document is locke d as well. In that case, I had sent an amendment to the form agreement. After I submitted it, someone on the County’s side incorporated the requests into the form document instead of attaching as an amendment and returned to me. So, to be consistent, I am pulling the amendment document and making sure everything that needs to be covered for this agreement is addressed. We can either attach an amendment or the revisions can be incorporated—I’m good with either decision. I’ll have a document over to you as soon as possible. Best regards, Melissa Buchanan / Contracts Manager / Dude Solutions / P 919.674.8602 / M 919.357.1763 Software for smarter operations. Join us on LinkedIn / Follow us on Twitter / Like us on Facebook From: Angel Barnes <abarnes@orangecountync.gov> Sent: Tuesday, June 8, 2021 4:10 PM To: Melissa Buchanan <melissa.buchanan@dudesolutions.com>; Evan Barker <evan.barker@dudesolutions.com> Subject: RE: Services Contract DRAFT That will be fine. Thank you! Thank You, Angel Angel Barnes | Capital Projects Manager | Orange County Asset Management Services | 300 West Tryon Street | Bldg B 3 rd Floor Office 10 | Hillsborough, NC 27278 | (919) 245.2628 (direct) | (919) 610.8182 (mobile) | www.orangecountync.gov CONFIDENTIALITY NOTICE: All email messages, including any attachments, generated from or received by this account are the property of Orange County Government and as such are considered public domain and are subject to the North Carolina Public Records Law. Certain confidential information may be transmitted and any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. From: Melissa Buchanan <melissa.buchanan@dudesolutions.com> Sent: Tuesday, June 8, 2021 3:33 PM To: Evan Barker <evan.barker@dudesolutions.com>; Angel Barnes <abarnes@orangecountync.gov> Subject: [EXTERNAL MAIL!] Re: Services Contract DRAFT I should be able to find it. What if I redline that to make it relevant to this scope of agreement and send it over for review? DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 5 From: Evan Barker <evan.barker@dudesolutions.com> Sent: Tuesday, June 8, 2021 3:23:12 PM To: Angel Barnes <abarnes@orangecountync.gov> Cc: Melissa Buchanan <melissa.buchanan@dudesolutions.com> Subject: RE: Services Contract DRAFT Melissa, do we happen to have that? Evan From: Angel Barnes <abarnes@orangecountync.gov> Sent: Tuesday, June 8, 2021 3:09 PM To: Evan Barker <evan.barker@dudesolutions.com> Cc: Melissa Buchanan <melissa.buchanan@dudesolutions.com> Subject: RE: Services Contract DRAFT Evan, Do you have the contract that you redlined with the other department? Thank You, Angel Angel Barnes | Capital Projects Manager | Orange County Asset Management Services | 300 West Tryon Street | Bldg B 3 rd Floor Office 10 | Hillsborough, NC 27278 | (919) 245.2628 (direct) | (919) 610.8182 (mobile) | www.orangecountync.gov CONFIDENTIALITY NOTICE: All email messages, including any attachments, generated from or received by this account are the property of Orange County Government and as such are considered public domain and are subject to the North Carolina Public Records Law. Certain confidential information may be transmitted and any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. From: Evan Barker <evan.barker@dudesolutions.com> Sent: Tuesday, June 8, 2021 2:34 PM To: Angel Barnes <abarnes@orangecountync.gov> Cc: Melissa Buchanan <melissa.buchanan@dudesolutions.com> Subject: [EXTERNAL MAIL!] RE: Services Contract DRAFT Hi Angel, Adding Melissa from our contracts team to help out. Can you provide her with an unlocked version for redlining? Melissa, please let me know if I’m missing anything. A couple of things to mention:  Our subscription software is a commercial product and not a deliverable, so we will have to make a few redlines accordingly. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 6  We have already negotiated this same form with another department, so we’d like to redline to align with those terms  We have already agreed upon software terms with another department, so we can rely on those for access and use of the SaaS  Attached is our W-9. I’m still waiting on the COI. Looking forward to partnering up, Evan From: Angel Barnes <abarnes@orangecountync.gov> Sent: Tuesday, June 8, 2021 11:12 AM To: Jay Freeman <jay.freeman@dudesolutions.com>; Evan Barker <evan.barker@dudesolutions.com> Subject: Services Contract DRAFT Good Morning, Here is the draft contract. I will attached the proposal as a portion of the contract. I will need the following items: Certificate of Insurance Issued to: Orange County PO Box 8181 Hillsborough, NC 27278 I need the name of the person that will sign this contract. I need the name, title and email address. The address for Dude Solutions is a physical address, the address in our system is a PO box. Please send an updated W-9 so that we may update our records. I’ve also attached the EFT Vendor Form if you are not set up to receive payment electronically then we need to get that information as well to get this set up. Any questions please let me know. Thank You, Angel Angel Barnes | Capital Projects Manager | Orange County Asset Management Services | 300 West Tryon Street | Bldg B 3 rd Floor Office 10 | Hillsborough, NC 27278 | (919) 245.2628 (direct) | (919) 610.8182 (mobile) | www.orangecountync.gov CONFIDENTIALITY NOTICE: All email messages, including any attachments, generated from or received by this account are the property of Orange County Government and as such are considered public domain and are subject to the North Carolina Public Records Law. Certain confidential information may be transmitted and any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. External: This email originated from outside of the organization. Do not click links or open attachments unless you trust the sender and know the content is safe. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9 7 External: This email originated from outside of the organization. Do not click links or open attachments unless you trust the sender and know the content is safe. External: This email originated from outside of the organization. Do not click links or open attachments unless you trust the sender and know the content is safe. External: This email originated from outside of the organization. Do not click links or open attachments unless you trust the sender and know the content is safe. DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9