Bell Gardens City Council
May 11, 2026

APPENDIX B OSV Master Terms for Services OneSource Virtual, Inc.’s Master Terms for ServicesTHESE MASTER TERMS (“Master Terms”) govern the provision and delivery of the Services to be provided by OneSource Virtual, Inc. (“OSV” or “Subcontractor”) to ______________ (“Customer”), as Subcontractor for Iron Brick Associates, LLC (“Prime Contractor” or “IB”) pursuant to Customer’s Prime Contract executed between Prime Contractor and Customer for the OSV Services. For the purposes of these Master Terms, OSV and Customer may also be referred to individually as “Party” and collectively as the “Parties”. 1. DEFINITIONS All capitalized terms used herein shall have the meanings and effect given to them in Attachment 1, or as otherwise set forth and defined in these OSV Master Terms. 2. SERVICES The specific services (“Services”) provided by OSV as Subcontractor for IB are listed in the Prime Contract(s) executed between IB and Customer. 3. OBLIGATIONS OF CUSTOMER 3.1 Customer Data. Customer agrees to provide OSV with Customer Data requested by OSV necessary for OSV to provide the Services, subject to the confidentiality obligations in Section 6. Nothing in these Master Terms shall be interpreted to grant OSV any ownership interest or Intellectual Property Rights in Customer Data or Customer Confidential Information. 3.2 Delivery of Data and Information; Customer Consents. Customer shall deliver Customer Data to the Workday Solution in a timely manner or other appropriate systems in accordance with these Master Terms. Customer will also timely review and ensure that all its Customer Data is accurate and complete and shall immediately notify OSV of any discrepancies. Customer shall provide OSV with all consents and security-appropriate access necessary for OSV to access the Workday Solution on Customer’s behalf in order for OSV to provide the Services. Customer shall also deliver to OSV all notices or other correspondence it receives from any agency, taxing authority, governmental body, or other organization that may affect or be necessary for OSV’s provision of Services. 3.3 Administrative Services Guide. Subject to the terms set forth in these Master Terms, each Party agrees to perform its respective roles and related responsibilities for the Services purchased as set forth in the applicable Administrative Services Guide. OSV may amend the Administrative Services Guide from time to time but in no event will Customer be bound to any amendment which results in any degradation or decrease in the Services provided to Customer as a result of any such amendment, nor any increase in the cost of the Services to Customer. 3.4 Use of Services. Customer will use the Services only for Customer and Customer Affiliates and their respective employees, for Customer’s internal business purposes and not for the benefit of any third parties. Customer shall have sole responsibility for the accuracy, quality, and legality of all Customer Data submitted by Customer, and to the extent in Customer's control, prevent unauthorized access to, or use of, the Services, and notify OSV promptly of any such unauthorized access or use. Customer shall not: (a) send or store Harmful Code in connection with the Services; (b) interfere with or disrupt performance of the Services or the data contained therein; or (c) attempt to gain access to the Services or its related systems or networks in a manner not set forth in the Master Terms. 3.5 Restrictions. Except as expressly set forth herein, Customer agrees that it shall not (a) modify or copy the Services; or (b) make the Services available to any third party, other than to Authorized Parties or Customer Affiliates as permitted herein. 3.6 Retention of Other Service Providers. Customer agrees not to retain, hire or utilize another service provider for the Services the subject of these Master Terms for the term of the applicable Order Form. For the avoidance of doubt, Section 3.6 shall not apply to any services that are not the subject of these Master Terms. 3.7 Customer Funding in Local Currency. All payroll, tax, or other Services in which OSV makes payments on behalf of Customer shall be made in the applicable local currency where such payments are made, and Customer agrees to fund OSV for such payments in the same local currency. 3.8 Workday Solution. Customer acknowledges that as of the Effective Date of these Master Terms, OSV provides Services solely within the Workday Solution. Therefore, during the Term of these Master Terms, the Customer will subscribe to the Workday Solution pursuant to a subscription agreement with Workday. In the event Customer’s subscription to the Workday Solution ceases, OSV shall no ����������������

longer be able to provide the Services to Customer and shall cease providing the Services upon termination of Customer’s Workday Subscription, and these Master Terms will automatically terminate. 4. TERM AND TERMINATION 4.1 Term. The term (“Term”) of these Master Terms shall begin as of the Effective Date of the Order Form between IB and Customer with regard to the Services and shall expire on the latest Services End Date set forth in any Order Form(s). 4.2 Termination of Services. In addition to the rights and remedies set forth in Sections 3.8, 4.3, and 4.4 herein: (a) Either Party may terminate the Services due to a material breach of the Master Terms by the other Party by providing thirty (30) days written notice to the breaching Party, provided the breaching Party does not cure the breach during the thirty (30) day cure period. The Party providing notice of material breach shall state with reasonable specificity what provisions of the Master Terms have been materially breached and how such provisions have been materially breached. The Party sending the notice of material breach shall also provide concurrent written notice to IB; (b) In the event the Services are terminated pursuant to an OSV termination right set forth in these Master Terms, or is terminated by Customer and such termination is not pursuant to a Customer termination right set forth in these Master Terms or is not permitted by the provisions of these Master Terms, then OSV shall immediately cease performance of all Services. (c) Lack of Funding. With regard to Public Sector Customers, if sufficient funds are not appropriated or otherwise made available in future legislatively approved budgets of Customer (or from applicable Federal, state, or other sources) to permit Customer to continue the OSV Services, Customer may terminate the OSV Services without penalty or further liability by giving OSV and Prime Contractor not less than thirty (30) days' prior written notice; provided, however, that: (a) Customer shall use good faith efforts to obtain appropriations necessary to continue the OSV Services; (b) Customer shall provide OSV and Prime Contractor with prompt written notice upon learning that appropriations may not be available; (c) Customer shall remain liable for all undisputed amounts owed for Services performed and accepted prior to the effective date of termination; and (d) the Parties shall cooperate in good faith to provide for an orderly wind-down of Services. If the program for which this Agreement was executed is abolished, Customer may terminate the OSV Services by giving OSV and Prime Contractor not less than ninety (90) days' prior written notice, subject to the payment obligations for the OSV Services set forth in the Prime Contract. 4.3 Bankruptcy. Either OSV or Customer may terminate the Services immediately, upon written notice to the other party, in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. 4.4 Right of Termination by OSV. In addition to any termination rights set forth or referenced in Section 4.2 herein, and notwithstanding the opportunity to cure set forth in Section 4.2 of these Master Terms, if Customer fails to fund any payroll or payroll taxes, for which OSV is obligated to remit in providing the Services to Customer, twice within any contiguous twelve (12) month period, OSV has the right to immediately terminate the Services or suspend all or any portion of the Services by delivery of written notice (electronic mail acceptable), and need not allow any cure period. 4.5 Transition Activities. Upon expiration of the Term of these Master Terms, if requested by Customer, OSV will assist Customer in the transition of its data and reasonably cooperate with Customer in transition activities for a period of up to ninety (90) days from the effective date of such expiration. Transition assistance will be provided to Customer pursuant to an Order Form executed between IB and Customer at agreed upon hourly rates for such Services. 4.6 Destruction of Customer Confidential Information and Customer Data. Upon expiration or termination of the Services and completion of any transition activities pursuant to Section 4.5, within thirty (30) days upon written request by Customer, OSV shall permanently and irretrievably destroy, delete and erase all Customer Data and Customer Confidential Information in OSV's possession or control once its use is no longer necessary to fulfill OSV’s obligations under these Master Terms, unless and except such Confidential Information or Customer Data, in whole or in part, is required to be retained by any applicable Law(s). 5. WARRANTY AND LIMITATION OF LIABILITY 5.1 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE MASTER TERMS, IN ANY ORDER FORM, OR ANY OTHER ATTACHMENT, (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS TO THE OTHER PARTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO CUSTOMER DATA, SERVICES, AND/OR RELATED DOCUMENTATION, AS APPLICABLE; AND (II) OSV DOES ����������������

NOT WARRANT THE OSV SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED IN THESE MASTER TERMS ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICES HEREUNDER BY OSV. 5.2 Representations and Warranties. OSV represents and warrants to Customer that during the provision of the Services: (a) the Services shall be performed in a timely, competent, and workmanlike manner; (b) all OSV employees to be provided for the performance of Services are qualified employees conforming to generally accepted industry standards; (c) all Services shall fully comply and be in accordance with these Master Terms and with the descriptions and specifications set forth in the applicable Administrative Services Guide; and (d) OSV will make all payments and fulfill its other obligations under the Services in a timely manner. 5.3 No Incidental or Consequential Damages. IN PROVIDING THE SERVICES OSV SHALL HAVE NO LIABILITY TO CUTOMER IN REGARD TO ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST DATA, LOST PROFITS, OR USE, COST, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE MASTER TERMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF A PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 5.4 Limitation of Liability. THE ENTIRE LIABILITY OF OSV, ITS REPRESENTATIVE, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, AND SHAREHOLDERS FOR ANY AND ALL REASONS SHALL BE LIMITED IN THE AGGREGATE TO THE TOTAL AMOUNT OF IRON BRICK’S FEES INCURRED BY CUSTOMER DURING THE MOST RECENT TWELVE (12) MONTHS, THE AVERAGE OF THE MONTHLY FEES TO DATE MULTIPLIED BY TWELVE (12). THE AMOUNT OF FEES INCLUDED IN THIS CALCULATION SHALL NOT INCLUDE ANY AMOUNTS INVOICED AS EXPENSES OR TAXES. 6. CONFIDENTIALITY 6.1 Confidential Information. For the purposes of these Master Terms and except as set forth in Section 6.5 (Exclusions), “Confidential Information” will include: (a) the terms of these Master Terms and the details of the same; (b) all information clearly designated as confidential or which could reasonably be assumed to be confidential, including without limitation Customer Data; (c) any data or information created as a result of the processing of such Customer Data; (d) Customer’s banking information; and (e) any and all present or future product or Service information; technical (including, without limitation, any object or source code) or financial information; pricing information; business strategies, practices or procedures; advertising and promotional ideas or materials; other documents, materials, drawings, models, inventions, copyrightable works, Intellectual Property Rights or oral disclosures, and all copies thereof, that may be disclosed or provided by or on behalf of OSV or Customer (“Disclosing Party”) to the other party or its representatives (“Receiving Party”) during the term of these Master Terms, whether such disclosure is in written, oral, electronic, website-based, or through another form or media.6.2 Use of Confidential Information. Receiving Party will maintain the secret and confidential nature of the Confidential Information it receives, will permit access only to employees, consultants, representatives, agents, or other parties that have a legal or contractual obligation of confidentiality, who have agreed to maintain the confidentiality of the Confidential Information, and who have a need to know for purposes of fulfilling the Receiving Party’s obligations under these Master Terms and for the performance and use as permitted herein of the Services, and will use reasonable commercial efforts to prevent access to such Confidential Information by any unauthorized third parties. A Party may reference the other Party, without consent of the other Party, in communications with Workday and IB if necessary to facilitate the use or delivery of the Services by a Party. Receiving Party will, at a minimum, use the same degree of care that it uses with respect to its own Confidential Information to prevent its use or disclosure, but in no event will Receiving Party use less than reasonable care. Receiving Party may use the Confidential Information it receives only for the furtherance of the purposes of these Master Terms and the Services. 6.3 Data Protection. At all times Customer Data and Customer Employee Data shall remain the sole property of Customer. Both Customer and OSV shall take adequate measures to ensure the integrity and security of Customer Data. During the Term of these Master Terms, OSV shall maintain and comply with a formal information security program that is reasonably designed to: (a) ensure the security and integrity of Customer Data; (b) protect against threats or hazards to the security or integrity of Customer Data; (c) prevent unauthorized access to or disclosure of Customer Data; (d) maintain Customer Data in an electronic and encrypted format at rest; and (e) encrypt Customer Data in transit over public networks. Such an information security program is further described in OSV’s most recently completed Audit Reports, which are provided to Customer by IB to Customer upon Customer request. OSV understands and agrees that as between the Parties, all Customer Confidential Information remains the exclusive property of Customer. Further, the Parties will be bound by and comply with the provisions of the United States Data Processing Exhibit attached to these Master Terms as Attachment 2. 6.4 Security Breach. In the event that either Party experiences a Security Breach which actually affects, directly or indirectly, ����������������

Customer Employee Data, the Party experiencing such breach shall promptly: (1) notify the other Party and IB in writing; (2) utilize reasonable efforts to take all measures necessary to ensure that the security breach has ceased; and (3) promptly advise the other Party and IB of when, how, and why the breach occurred, and what Customer Employee Data was affected, however, Customer is only required to provide such notification if such Security Breach includes or involves (a) a Customer’s Employee Data that is in OSV’s possession or control, (b) a Customer’s Employee Data provided to OSV for OSV to perform the Services, or (c) would affect OSV’s ability to provide the Services to a Customer. 6.5 Exclusions. These Master Terms impose no obligation upon Receiving Party with respect to the following categories of information: (a) information that at the time of disclosure to Receiving Party was in the public domain (other than as a result of any breach of the Master Terms); (b) information that was known by Receiving Party prior to receipt from Disclosing Party (as proven by Receiving Party’s written records); (c) information that, after disclosure to Receiving Party, becomes known to the general public through no act or omission of Receiving Party; (d) information developed independently by Receiving Party without reference to Confidential Information of the Disclosing Party; or (e) information that is disclosed to Receiving Party by a third party without an obligation of confidentiality and having the legal right to do so (as proven by its written records). Receiving Party may disclose Confidential Information as required by court order or as otherwise required by Law or regulation, but only to the extent required by such order; provided, however, that the Receiving Party has advised the Disclosing Party, as soon as practicable, of the court order or legally required disclosure, unless the Receiving Party is legally prohibited from advising the Disclosing Party of the disclosure. 7. GENERAL TERMS 7.1. Governing Law and Venue. Except in the event Customer is a Public Sector Customer as set forth in Section 7.1.1 below, Customer agrees that any and all claims arising out of or relating to these Master Terms, including, but not limited to its interpretation and enforcement, shall be governed by the Laws of the State of Delaware, without regard to its principles concerning conflicts of Laws. Customer agrees it shall irrevocably submit itself to the personal and subject matter jurisdiction of the state and federal courts located in New Castle County, Delaware, and shall not object to such venue on the theory of forum non conveniens or any other legal theory. To the maximum extent permitted by applicable Law, and subject to the provisions of these Master Terms, the Parties hereto irrevocably consent to and do hereby waive all rights to demand a trial by jury in connection with any legal proceeding arising under or relating to these Master Terms 7.1.1 Public Sector Customer Governing Law and Venue. If the Customer is a Public Sector Customer, then the governing law shall be the state in which the Public Sector Customer is organized, incorporated or otherwise formed as an entity. Additionally, the jurisdiction shall be the same state in which the Public Sector Customer is organized, incorporated or otherwise formed as an entity. 7.2 Relationship between Parties. Customer acknowledges that OSV will render the Services solely as an independent contractor on behalf of IB as a subcontractor to IB. 7.3 Customer Relationship. The Parties agree that, regardless of and notwithstanding the existence of any other agreement between OSV and IB, Customer and IB, and any third party, Customer acknowledges that the Services are being provided by OSV to Customer solely in its capacity as a subcontractor to IB. 7.4 Intellectual Property Rights. Nothing in these Master Terms shall be interpreted to grant a Party any right, title, or interest in and to the Intellectual Property of the other Party. The Parties agree that they will not transfer, share, grant access to or otherwise make available any Intellectual Property of the other Party to any third party without the other Party’s prior express written consent. 7.5 No Waiver. Failure to enforce any provision contained herein shall not serve to waive either of the Parties' rights to recovery or enforcement at any other time or in any way serve to modify or alter the provisions of these Master Terms. No waiver of any provision of these Master Terms will be effective unless made in writing and signed by an authorized representative of the waiving Party. 7.6 Severability of Provisions. If any provision of these Master Terms are held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in effect and be so construed as to effectuate the intent and purpose of these Master Terms. 7.7 Force Majeure. Neither OSV nor Customer shall be required to timely perform any obligation, term, condition, or covenant of these Master Terms if such performance is delayed or prevented hindered or delayed directly or indirectly by any force majeure cause or event beyond such Party’s reasonable control including, but not limited to, fire, flood, earthquake, elements of nature, acts of war, terrorism, riots, or civil disorders (collectively “Force Majeure”). 7.8 Use of OSV Affiliates. OSV may utilize the services of its Affiliates in the United States and/or in other countries in order to provide the Services, in whole or in part, or in order to facilitate Services requiring the funding of currencies outside of the United States. 7.9 Section Headings. The Section headings in these Master Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Master Terms. ����������������

7.10 Execution of Necessary Documents. Customer will promptly execute any documents required by applicable Law necessary to allow OSV (or any OSV Affiliates assisting in the provision of the Services) to perform its obligations under these Master Terms. 7.11 Conflict or Modification. In the event of any conflict between the terms of these Master Terms and any Attachment to these Master Terms, the terms of these Master Terms shall control, unless the Parties agree and provide in any such Attachment that the terms of the Attachment shall supersede and control over the terms of these Master Terms. In the event of any conflict between or among any Attachments, the Attachments shall take precedence in the following order (with the first precedence listed first), the Service Level Policies, the Administrative Services Guide, and lastly the Order Form(s). 7.12 Contract Language if Services are Provided to Customer in Quebec, Canada. The Parties confirm it is their wish these Master Terms, as well as all other documents relating hereto, including all notices be drawn up in the English language only. Les Parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise. 7.13 Novation to OSV. These Master Terms and all applicable agreements between Customer and Prime Contractor regarding the Services provided by OSV as Subcontractor may be novated to OSV: (1) Upon mutual agreement between Customer, Prime Contractor and OSV; or (2) if Prime Contractor has failed to pay the applicable fees payable to OSV by Prime Contractor, there is a material threat of Prime Contractor’s bankruptcy or insolvency, or Prime Contractor is otherwise in breach of: (a) its Master Subcontracting Agreement with OSV; (b) its Prime Contract with Customer: (c) or its applicable Contract Vehicle; and upon mutual agreement between Customer and OSV (for the avoidance of doubt, no approval or consent shall be necessary from Prime Contractor for the novation pursuant to Section 7.13(2). Such novation shall be memorialized in a separate, mutually agreed upon novation agreement (the “Novation Agreement”) among OSV, Prime Contractor and Customer in the event of a novation pursuant to 7.13(1) or between OSV and Customer pursuant to Section 7.13(2). The term of the Novation Agreement, which will become the Agreement as between Customer and OSV, shall be for whatever period was remaining on Prime Contractor’s Agreement with Customer or as otherwise negotiated. OSV and Customer’s rights and obligations shall be limited to those specified in these Master Terms, including all applicable Order Forms between Customer and Prime Contractor, or as otherwise negotiated in the Novation Agreement. Any other rights or obligations contained in Prime Contractor’s Agreement with Customer unrelated to performance of the Services by OSV shall remain in force as between Customer and Prime Contractor, and OSV shall have no obligation to Customer in regard to any such continuing rights or obligations between Prime Contractor and Customer. 7.14 NACHA Compliance. If OSV provides certain Services to Customer under the Agreement that require OSV to act as a Third Party Sender under National Automated Clearing House Association (“NACHA”) rules, then Customer acknowledges and agrees that OSV must perform a certain level of due diligence on Customer and that part of such diligence requires that Customer make certain representations and warranties in order for OSV to be able to originate ACH transactions on Customer’s behalf. Accordingly, Customer: (a) authorizes OSV to originate transactions on Customer’s behalf; (b) agrees to be bound by applicable NACHA rules; (c) agrees not to originate transactions that violate U.S. laws; and (d) agrees to provide written notice to OSV if there are any restrictions on the type of transactions that may be originated and, if there are, to describe such restrictions. Customer further acknowledges and agrees that in addition to other termination rights of OSV set forth in the Agreement, that OSV has the right to terminate or suspend the Services if Customer violates any applicable NACHA rules. Customer additionally acknowledges and agrees that OSV and the originating depository financial institution have the right to audit Customer’s compliance with the NACHA rules and the terms of this provision with reasonable notice, during normal business hours. ����������������

Attachment 1 to OSV Master Terms for Service Definitions “Administrative Services Guide” or “ASG” means the applicable Administrative Services Guide setting forth the roles and responsibilities for each Party. The ASG is incorporated by reference into, and deemed a part of the Master Terms, and has been provided by IB to Customer. “Affiliate(s)” means a person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the possession, directly or indirectly, or the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or otherwise. “Attachment(s)” means any Customer Order Form(s) with Prime Contractor, the Administrative Services Guide, any appendices, exhibits, or any other documents attached to or made a part of these Master Terms or Customer Order Form with the Prime Contractor at the Effective Date, or subsequently by agreement of the Parties, and any amendments to these Master Terms. All Attachments are incorporated in these Master Terms and collectively constitute these Master Terms of the Parties. “Audit Reports” means OSV’s most recently completed Service Organization Control 1 Type II and Service Organization Control 2 Type II reports and any future reports issued under industry successor or replacement standards and will be provided by IB to Customer on request. “Authorized Party(ies)” means Customer’s Employees and third-party providers (including, but not limited to, OSV) authorized to access or receive Customer Data by Customer (a) in writing, (b) through the Service’s security designation, or (c) by system integration or other data exchange process. “Confidential Information” shall have the meaning given it in Section 6 of these Master Terms. “Customer Data” means Customer Employee Data and all data, information, and material provided by or on behalf of Customer (or its Affiliates or Authorized Parties) to OSV in connection with the Services and/or the Workday Solution, including, but not limited to, all data, information, and material accessible through or submitted to the Workday Solution. “Customer Employee(s)” means the employees, consultants, contingent workers, independent contractors, and retirees of Customer or Customer’s Affiliates, whose active business record(s) are or may be managed by the Workday Solution, or as otherwise necessary to include to provide the OSV Services. Information related to former employees, consultants, contingent workers, independent contractors, and retirees in the form of static, historical records may be maintained in the system but shall be excluded from the calculation of Customer Employees. “Customer Employee Data” means any Personally Identifiable Data (PII) of Customer Employees. “Days” or “days” shall mean calendar days unless otherwise specified in these Master Terms. “Effective Date” shall be the effective date set forth in the Prime Contract between Prime Contractor and Customer. “Force Majeure” shall have the meaning given to it in Section 7.7 of these Master Terms. “Harmful Code” means viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, agents, or programs. “Intellectual Property” means any and all intellectual property provided for by common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents, and other proprietary rights issued, honored, or enforceable under any applicable Laws anywhere in the world, and all moral rights related thereto. “Intellectual Property Rights” means all common law, statutory, and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents, and other proprietary rights issued, honored, or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. “Law(s)” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, code, treaty, policy, judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement having the force of law published or in force at any time during these Term which applies to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, or the provision of the Services under these Master Terms. “Master Terms” means these master terms and conditions. “Order Form” means the Order Form(s) agreed to by Prime Contractor and Customer and made a part of these Master Terms. Each fully executed Order Form shall be incorporated by reference into and deemed a part of these Master Terms. Except as may be expressly provided ����������������

in these Master Terms, nothing in these Master Terms shall constitute a commitment of Customer or Prime Contractor to enter into any additional Order Form(s). “Personal Data” means information that can be used to distinguish or trace the identity of an individual (e.g., name, social security number, biometric records, etc.) alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual (e.g., date and place of birth, mother’s maiden name, etc.). Personal Data does not include publicly available information that is lawfully made available to the public from federal, state, or local government records, or information available in the public domain. “Public Sector Customers” means any state, local, or higher education public entity, any entity funded with public funds, as well as agent companies that have contracted with the state, local, or higher education entity to purchase services on its behalf. “Security Breach” means (1) any actual or reasonably suspected unauthorized use of, loss of, access to, or disclosure of Customer Data; provided that an incidental disclosure of Customer Data to an Authorized Party, Workday, or incidental access to Customer Data by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, is fraudulent, criminal, or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law; and (2) any Security Breach (or substantially similar term) as defined by Law affecting Customer Data. “Service(s)” shall have the meaning given in Section 2 of these Master Terms. “OSV Terms means collectively these Master Terms and any Attachments to these Master Terms. All Attachments are incorporated into these Master Terms and collectively with these Master Terms constitute the OSV Terms. In the event of any conflict between the terms of these Master Terms and any Attachment to these Master Terms, such conflict shall be resolved pursuant to the provision of Section 7.11 of these Master Terms. “Workday” shall mean Workday, Inc., a Delaware corporation. “Workday Solution” shall mean Workday’s software as a solution product that Customer has purchased or shall purchase prior to OSV’s provision of Services hereunder. ����������������

Attachment 2 to OSV Master Terms for Service UNITED STATES DATA PROCESSING EXHIBIT This United States Data Processing Exhibit (the “US DPE”) is attached to the Master Terms for Service as Attachment 2. The Parties shall comply with this US DPE. In the event of a conflict between this US DPE and the other provisions of the Master Terms, the relevant portions of the US DPE shall control only in regard to the subject matter of the DPE. 1. Definitions. A capitalized term not defined herein shall have the meaning given to it by the Master Terms. The following terms have the meanings set out below for this Exhibit: 1.1. “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et. seq., its implementing regulations, and amendments, including the California Privacy Rights Act and its implementing regulations. 1.2. "Personal Data" has the meaning given to it by the Master Terms and includes “Personal Information” as defined by US Data Protection Laws. 1.3. “Processing” or “Process” (and their derivatives) means any operation or set of operations performed on Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing, or destroying. 1.4. “Sub-processor” means any third-party data processor engaged by OSV to process Personal Data on Customer’s behalf to provide the Services. 1.5. “US Data Protection Laws” means all applicable laws of the United States governing the Processing of Personal Data including, but not limited to CCPA, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Delaware Personal Data Privacy Act, the Iowa Data Privacy Act, the Montana Consumer Data Privacy Act, the Oregon Consumer Privacy Act, the Texas Data Privacy and Security Act, the Utah Consumer Privacy Act, and the Virginia Consumer Data Protection Act). 2. US Data Protection Law Obligations. To the extent OSV Processes any Personal Data under US Data Protection Laws, the following terms apply: 2.1. OSV shall treat all Personal Data as confidential, as described in Section 6.2 of the Master Terms. 2.2. The categories of Personal Data to be Processed under the Master Terms are identifiers, contact information, demographic information, sensitive personal information, economic data, and employee human resources data. OSV shall implement appropriate technical and organizational security and confidentiality measures which, at a minimum, will include the measures described in Section 6.3 of the Master Terms. 2.3. OSV may engage a Sub-processor to carry out specific Processing activities on behalf of Customer, pursuant to a written agreement subjecting such Sub-processor to technical and organizational security measures, confidentiality measures, and data protection obligations no less protective of Personal Data than those set out in the Master Terms. 2.4. OSV shall make available to Customer a list of its Sub-processors and provide Customer with a mechanism to obtain notice of any updates to the list of Sub-processors. OSV’s current list of Sub-processors is available in OSV’s Audit Reports. At least thirty (30) days prior to authorizing any new Sub-processor to Process Personal Data, OSV shall provide notice to Customer and an opportunity to object. 2.5. Where OSV Processors Personal Data or causes another party to Process Personal Data on behalf of Customer in connection with the Master Terms, OSV shall: 2.5.1. Process that Personal Data only for the purposes of performing the Services and its obligations under the Master Terms, and only in accordance with instructions contained in the Master Terms; and ����������������

2.5.2. ensure that all persons with access to that Personal Data have access to only that portion of the Personal Data that is necessary to fulfil the obligations under the Master Terms and have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and. 2.5.3. not use Personal Data for any targeted advertising or cross-context behavioural advertising and ensure that Sub-processors shall not use Personal Data for same. 2.6. To the extent OSV Processes data that has been “Deidentified” (as defined by US Data Protection Laws), OSV shall: 2.6.1. adopt reasonable measures to prevent such data from being linked to or otherwise used to infer information about a particular data subject; and 2.6.2. not attempt to re-identify such data, except that OSV or its Sub-processors may attempt to re-identify such data solely for the purpose of determining whether its deidentification processes satisfy the requirements of US Data Protection Laws. 2.7. OSV shall remain solely and fully liable for compliance with this Section 2 by OSV and its Sub-processors. 2.8. OSV shall allow for, and cooperate with, assessments by Customer or its designated assessor, or, alternatively as agreed by the Parties, a qualified and independent assessor designated by OSV, of OSV’s technical and organizational measures to support its compliance with US Data Protection Laws, all as and to the extent required by US Data Protection Laws. Except as otherwise provided in this US DPE, Customer agrees that for any inspections, audits, data protection impact assessments, or other assessments directly conducted by a data protection authority, OSV’s Audit Reports will be used to satisfy the same. 2.9. OSV shall promptly refer to Customer any request for information or other correspondence OSV receives from an individual or agent seeking to exercise their rights pursuant to US Data Protection Laws. 2.10. If OSV determines that it can no longer meet its obligations under US Data Protection Laws, OSV shall notify Customer in writing without undue delay. Such notice shall include (i) a description of the specific obligations that cannot be met; (ii) the reasons for such inability; (iii) the categories of Personal Data; and (iv) proposed remediation measures, if any. Upon such notification, to the extent required by applicable law, Customer shall have the right to take reasonable and appropriate steps to address such inability to comply with US Data Protection Laws. 2.11. The Parties shall work in good faith to execute any contractual amendments necessary to meet the requirements of US Data Protection Laws that become effective during the term of the Master Terms. 3. CCPA Obligations. With respect to the Processing of Personal Data of California residents, the following terms also apply: 3.1. Customer shall be considered a “Business” and OSV shall be considered a “Service Provider,” as those terms are defined by the CCPA. 3.2. Where OSV Processes Personal Data or causes another party to Process Personal Data (as “Service Provider”) on behalf of Customer in connection with the Master Terms, OSV shall: 3.2.1. Process that Personal Data only for the purposes of performing its obligations under the Master Terms, and only in accordance with instructions contained in the Master Terms; 3.2.2. ensure that all persons with access to that Personal Data have access to only that portion of the Personal Data that is necessary to fulfil the obligations under the Master Terms and have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and 3.2.3. considering the nature of the Processing and insofar as is possible, assist Customer with the fulfilment of its obligation to respond to requests under the CCPA, including by providing information requested by Customer and relevant Personal Data promptly and in a commonly used electronic format. ����������������

3.3.With regard to any Personal Data provided by Customer to OSV pursuant to the Master Terms, OSV hereby acknowledges that it shall not (i) sell Personal Data, (ii) retain, use, or disclose the Personal Data for any purpose other than for the specific purpose of performing the Services specified in the Master Terms, including retaining, using, or disclosing Personal Data for a commercial purpose other than providing the Services specified in the Master Terms; or (iii) retain, use, or disclose Personal Data outside of the direct business relationship with Customer. 3.4. OSV may only combine Personal Data to perform any business purpose as defined in the CCPA. 3.5. OSV shall, promptly and without delay, refer to Customer any request for information or other correspondence OSV receives (i) from a government or regulatory agency investigating a claim or matter pursuant to the CCPA, or (ii) pursuant to any other judicial or administrative process related to CCPA; and, OSV shall not respond to any such a request or correspondence, unless otherwise required by CCPA without Customer’s consent. The Parties agree to take all such further actions, and to execute such additional clauses as may be required to mutually comply with CCPA. ����������������

APPENDIX C OSV SLP Service Credit 1. Service Level Credit. Prime Contractor will receive a Service Level Credit if a Service Level Default occurs thirty (30) days after the Services Start Date listed in the applicable OSV Order Form. The provisions of this Appendix C shall be the exclusive remedy to Prime Contractor for any Service Level Default, except as may otherwise be set forth in the Agreement. Service Level Credits shall be calculated based on OSV’s performance relative to the Minimum Performance Metric. A Service Level Credit will be applied to the Fees for the specific Services affected and will be credited to the invoice for the month in which the Service Level Default occurred. 1.1. Amount of Service Level Credits. If OSV incurs a Service Level Default with respect to a Service Level for a specific Service (other than due solely to actions or inactions of Customer and/or Workday), OSV shall issue Service-specific Service Level Credits as set forth below: A. For the first month a Service Level Default occurs for a Service Level within a calendar year: 10% Service Level Credit for the month in which the Service Level Default occurred; and B. For the second month a Service Level Default occurs for a Service Level within a calendar year: 15% Service Level Credit for the month in which the Service Level Default occurred; and C. For the third month a Service Level Default for a Service Level occurs within a calendar year: 20% Service Level Credit for the month in which the Service Level Default occurred; and D. For the fourth month or more when a Service Level Default for a Service Level occurs within a calendar year: 25% Service Level Credit for the month in which the Service Level Default occurred. 2. Termination Rights. Prime Contractor may terminate any affected Services or the Agreement in its entirety as set forth in Sections 2.1-2.2 below. 2.1 OSV Persistent Failure. If a Service Level Default for a specific Service occurs more than four months within a calendar year, then Prime Contractor may terminate the affected Services, in whole or in part, with regard to the affected Customer, with no further obligation other than payment for Services provided to the affected Customer prior to Prime Contractor’s termination; provided that Prime Contractor must exercise this right of termination by written notice to OSV within thirty (30) days following the month in which Prime Contractor’s right of termination arose, or such termination right will expire for the set of Service Level Defaults at issue. 2.2 Minimum Category 2. If OSV’s performance falls below the thresholds set forth as a Minimum Category 2 Service Level in the OSV SLP more than three (3) times in a calendar year, then Prime Contractor shall have the right to terminate the affected Services in whole or in part, in regard to the affected Customer, with no further obligation than payment for the Services provided to the affected Customer prior to Prime Contractor’s termination; provided that Prime Contractor must exercise this right of termination by written notice to OSV within thirty (30) days following the month in which Prime Contractor’s right of termination arose, or such termination right will expire for the set of Service Level Defaults at issue. ����������������

APPENDIX E Service Level PoliciesOneSource Virtual (“OSV”) Service Level Policies (SLP) US & Canada 1. Generally 1.1. Introduction. For the Services provided by OSV to Prime Contractor pursuant to the Customer Agreements, this document sets forth OSV’s Service Level Polices (“SLP”). 1.2. Measurements (a) All Performance Metrics that are expressed as percentages shall be measured to two decimal places (e.g., 99.90%). (b) Except as otherwise specified, all references to days are to calendar days and all references to hours/minutes are to hours/minutes during a calendar day. All references to times are to Central Time (“CT”); and all references to months and quarters are to calendar months and calendar quarters, respectively, unless otherwise specified. 1.3. Specific Hours and Working Days of Operation. Unless otherwise set forth in an Order Form, OSV’s office hours are Monday – Friday as set forth below. 1.3.1. Payroll (US & Canada) 8:00 AM – 6:00 PM CT 1.3.2. Tax 8:00 AM – 6:00 PM CT 1.3.3. Garnishments 8:00 AM – 6:00 PM CT 1.3.4. Benefits and COBRA 7:00 AM – 7:00 PM CT 1.3.5. Finance and Accounting Services (FAS) 6:00 AM – 5:00 PM CT 1.3.6. Workforce Admin 7:00 AM – 6:00 PM CT 1.3.7. Helpdesk 7:00 AM – 7:00 PM CT 2. Definitions In this SLP, capitalized terms have the meanings specified or referred to in Section 2 and shall be equally applicable to both the singular and plural forms. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement and if capitalized terms are not so defined, they shall have the meanings commonly assigned to them in the information technology or business process outsourcing industry. Unless otherwise stated, references to recitals, articles, sections, paragraphs, amendments, addenda, annexes, schedules, appendices, attachments or exhibits shall be references to recitals, articles, sections, paragraphs, amendments, addenda, annexes, schedules, appendices, attachments or exhibits of this SLP. "AR" has the meaning set forth in Section 4.5 of these SLPs. "ASA" has the meaning set forth in Section 4.5 of these SLPs. "Development" means OneSource Virtual Product Support. "Payroll Payment" means the result of a payroll calculation in the payroll system of record, Workday. "Performance Metric" means the level at which OSV is expected to perform for each Service Level, as set forth below, determined by OSV. "Reporting Period" means each calendar month (unless otherwise set forth in these SLPs). "Service Level" means a "Service Level" set forth in these SLPs. "Service Level Credit" has the meaning set forth in Appendix C to the Master Subcontracting Agreement. "Service Level Default" has the meaning set forth in Section 3.1(b) of these SLPs. "Service Level Reports" has the meaning set forth in Section 5.1 of these SLPs. "Service Level Termination Right" has the meaning set forth in Appendix C to the Master Subcontracting Agreement. ����������������

"SLP" shall mean the OneSource Virtual Production Support and Service Level Policies set forth herein. "Working Day" shall mean any weekday Monday through Friday not designated as a holiday by OSV. 3. Service Level Framework 3.1. Service Level Compliance (a) Performance. OSV shall perform the Services in a manner that meets the applicable Performance Metric, for each of the Service Levels set forth in this SLP or any Order Form as defined by the Services definitions and roles and responsibilities set forth in the most current version of the Administrative Services Guide (ASG). Subject to adjustment of the Performance Metric in accordance with the terms hereof, OSV shall perform the Services in accordance with the Performance Metric(s) set forth. (b) Service Level Default. OSV shall be in service level default ("Service Level Default") when the performance metrics set forth below in Sections 4.3, 4.4, 4.5, 4.6, or 4.7 are not met. 3.2. Service Level Improvements (a) Performance Metric Reset. On an annual basis, OSV may adjust the then-current Performance Metric and, at its sole discretion, choose to retain or increase the Service Level minimums. (b) Review of Service Levels. In addition to the foregoing, the Parties may, no less frequently than once each year during the Term (or as agreed upon), review and discuss improvements to the Services and associated Service Levels. Any such changes shall be implemented through Change Requests. The agenda for these reviews should include: (i) Service delivery since the last review; (ii) Deviations from Service Levels; (iii) Conflicts or concerns about Services delivery; and (iv) Planned changes to improve Services effectiveness. 3.3. Measurement and Monitoring Tools (a) OSV has implemented measurement and monitoring tools to measure, monitor and report its performance of the Services against applicable Service Levels. Prime Contractor may request OSV to use a different measurement and monitoring tool other than the standard measurement and monitoring tools currently used by OSV. OSV will review Prime Contractor’s request and will advise Prime Contractor if OSV approves or denies such request. OSV's approval or denial of any such Prime Contractor request will be in OSV's absolute discretion (b) If OSV desires to use a different measurement tool for any Service Level, OSV shall notify Prime Contractor, as necessary, to account for such different measurement tool and any increased or decreased sensitivity in the new measurement tools. If OSV elects to change a measurement tool, this change will occur at the beginning of a calendar month or calendar quarter. 4.Service Levels4.1 OSV Support System Accessibility. OSV Support System provides three (3) options for communication: • Phone • E-Mail • Web 4.2 Activity/Task/Issue Resolution Service Level (a) Prime Contractor shall require Customer to identify a maximum of ten (10) individuals responsible for assigning activities/tasks and validating issues. Those individuals will be listed as Customer contacts in OSV's Support System to be contacted should issues occur. Customer may change such individuals upon notice to OSV. (b) Prime Contractor shall advise Customers that each should contact an assigned service-specific specialist any time they have questions related to a transaction. The OSV specialist shall work directly with the Customer to ensure the issue is resolved and shall follow up during Service-Specific Hours of Operation as set forth in Section 1.3 above to ensure the resolution has been effective. ����������������

(c ) Prime Contractor shall advise Customer to reasonably self-diagnose each support issue and recommend to OSV an appropriate Severity Level designation. OSV shall validate Customer's Severity Level designation and notify Customer of a proposed change in Severity Level designation with justification for the proposal. In the event of a conflict regarding the appropriate Severity Level designation, OSV and Customer shall promptly escalate such conflict to its respective management team for resolution through consultation between their respective management. Until such resolution occurs, OSV shall provide support in accordance with the Customer's Severity Level designation while such discussions take place. Severity 1 and Severity 2 production cases must set forth in detail the business impact, explaining/ detailing why the event or events warrant a Severity 1 or Severity 2 designation. (d) Severity Levels and Associated Service Levels. NOTE: as stated in section 4.4, the SLP for Garnishment Administration garnishment order entry is measured as time to entry in days; therefore, the severity case level for new and amended garnishment orders is not applicable. Severity LevelDefinitionResponseEscalationMeasurement Period for Reporting Only Severity 1 – Blocker A Severity 1 issue represents an issue which prevents Customer from executing one or more critical business processes with no workaround, such as issues in which Workday is unavailable to all users or a Workday issue prevents payroll or tax processing (including any issue that jeopardizes Customer's ability to timely meet payroll, government filings or payment obligations). Customer shall remain accessible by phone for troubleshooting from the time a Severity 1 issue is logged until such time as it is resolved.

Within one (1) business hour of receipt of case, OSV will respond to Customer report of Severity 1 issue. Should a Severity 1 issue be logged outside of business hours, such issue will be handled within the first one (1) hour of the following business day. If the problem has not been resolved within one (1) business hour and it prevents Customer from processing its payroll, OSV will escalate the problem to the applicable resolution team as appropriate where the escalated problem will have higher priority than ongoing work. In the event of a Workday service outage, OSV will work with Workday continuously, subject to Customer's availability, to resolve the problem, until the Service is back to normal operations. Customers will be notified of status changes.

Case response time averaged per month.
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Severity LevelDefinitionResponseEscalationMeasurement Period for Reporting Only Severity 2 – Critical A Severity 2 issue represents an issue that disrupts important business processes where the available workaround causes significant inconvenience to Customer. Customer shall remain accessible by phone for troubleshooting from the time a Severity issue is logged until such time as it is resolved. Within two (2) business hours of receipt of case, OSV will respond to Customer report of Severity 2 issue. Should a Severity 2 issue be logged outside of business hours, such issue will be handled within the first two (2) hours of the following business day. If the problem has not been resolved or a workaround provided within eight (8) business hours, OSV will escalate the problem to the applicable resolution team as appropriate. Customer will be notified of status changes. Case response time averaged per month. Severity 3 – Major A Severity 3 issue is an issue that may disrupt an active service and/or business processes delivered by OSV, where a workaround is available, or functionality does not disrupt Customer's business functions. Customer will respond to requests for additional information and implement recommended solutions in a timely manner. Within four (4) business hours of receipt of case, OSV will respond to Customer report of Severity 3 issue. If the problem has not been resolved or a workaround provided within one (1) week, OSV will escalate the problem to the applicable resolution team as appropriate. Customer will be notified by email or telephone of status changes. Case response time averaged per month. ����������������

Severity LevelDefinitionResponseEscalationMeasurement Period for Reporting Only Severity 4 – Minor A Severity 4 issue is an issue that does not have a material impact on the Customer's regular business operations but may impair nonessential functions of the Service or adversely affect the use of the Service. Customer will respond to requests for additional information and implement recommended solutions in a timely manner. Within twenty-four (24) business hours of receipt of case, OSV will respond to Customer report of Severity 4 issue. Customer will be notified by email or telephone of status changes. Case response time averaged per month. ����������������

4.3 Payroll and Tax Service Levels Service Level Category Measure Description Minimum Category 2Minimum Category 1Target Performance MetricPayroll Timeliness of On-Cycle Payroll Calculated as the number of on-cycle checks and advices distributed on time (total paychecks and advices minus paychecks and advices delivered late) in a given period divided by total number of paychecks and advices produced in such given period, expressed as a percentage. "Distributed" is defined as paychecks, put into distribution channels by agreed standards and schedule to meet payday delivery requirements (this does include direct deposit).

80.00% 99.00% 100% Each period, employee direct deposit payments are produced and available for payees on the agreed pay date in accordance with the minimum standard; and, checks are put into the agreed upon distribution channel within 24 hours of payroll settlement; and, direct deposit advice slips are put into the distribution channel within 48 hours of payroll settlement. ����������������

Service Level CategoryMeasureDescriptionMinimum Category 2 Minimum Category 1 TargetPerformance Metric Payroll Accuracy of On-Cycle Payroll The number of payee payments that are incorrect due to OSV error. In a given period, all instances of a detected error are counted and analyzed for root cause. If the root cause is the result of an OSV error, then the total number of OSV errors are counted and compared against the number of payroll payments made for the period. The calculation is total number of payee payments in a given period minus the total number of OSV errors in such given period, divided by the total number of payee payments in such given period, expressed as a percentage.

80.00% 99.00% 100% Payee paychecks are accurate based on payroll data provided by Customer or Customer's agent, measured each period in accordance with the minimum standard.

Payroll On-Demand Check Requests Fulfillment Calculated monthly as the number of on-demand checks placed into distribution channels on the same day if presented by 12 p.m. CT or the next day if after 12 p.m. CT after the request was received divided by the total number of on-demand checks requested multiplied by 100%. 80.00% 99.00% 100% In accordance with the minimum standard, all OnDemand checks shall be completed and settled same day if data is received by 12:00 p.m. CT; otherwise, all On- Demand checks shall be completed the next business day. ����������������

Tax Statutory filing / remittanceTimeliness and accuracyCalculated monthly as the number of statutory filings (tax and other) and remittances delivered accurately and timely (according to agreed upon payroll calendar) in the month divided by the total number of statutory filings and remittances that were due to be delivered in such month. 80.00% 99.00% 100% All payroll taxes shall be processed and paid on time in accordance with the minimum standards. All quarterly tax filings shall meet the timelines set by Customer at the beginning of each year.Tax Regulatory Filing / Compliance (W-2s Processing) Accuracy Calculated annually as the number of W-2s produced accurately (total number of W- 2s processed within the statutory timeframe for the reporting year minus W-2s processed for reporting year’s taxes containing OSV error or outside of statutory timeframe due to OSV error, divided by the total number of W-2s processed within the statutory timeframe for the reporting year. Any W-2c requests that are not the fault of OSV (e.g. address changes by employees not entered and reported to OSV) shall not constitute an OSV error. 80.00% 99.90% 100%Each year, the number of W-2s produced accurately based on payroll data provided by Customer, (total number of W-2s processed within the statutory timeframe and without error) in accordance with the minimum standards. This shall be reported by OSV promptly to Customer. ����������������

4.4 Garnishment Service Levels Service Level MeasureDescriptionMinimum TargetPerformance MetricGarnishment Order ProcessingTimeliness Enter garnishment orders and other count-ordered payroll deduction orders 99.9% 100% All employee garnishment orders shall be processed within 7 business days of receipt; receipt defined as case initiation with scanned order by customer, or receipt of order by customer’s registered agent. 4.5 Benefits Call Center Service Levels Service Level Category Description Minimum Performance Metrics Call Center Average Speed of Answer (“ASA”) Calculated as the number of seconds to occur between the end of call center recorded greeting and phone agent answer (ring time post greeting). Annual SLA 45-second average for customers with call volumes 7,200 annually or higher. Monthly SLA 120 seconds for customers with less than 600 calls monthly. Call Center Abandonment Rate (“AR”) Calculated as the percentage of callers who disconnect prior to the agent answer. Annual SLA is 6% for customers with call volumes of 7,200 annually or higher. Monthly SLA is 10% for customers with call volumes less than 600 per month. 4.6 COBRA Service Levels Service Level Category Description Minimum Performance Metrics COBRA Services Calculated as the number of minutes COBRA services are available in a given month divided by the number of planned minutes based on hours of operation. 98.70% ����������������

4.7 Finance and Accounting Services (FAS) Service Level Service Level Category Measure Description Minimum Category 2Minimum Category 1Target Performance MetricFAS Timeliness of AP Invoice Processing Calculated as the number of invoices processed on time (total invoices received and minus invoices delivered late) in a given Reporting Period divided by the total number of invoices received in such given period, expressed as a percentage. 80.00% 99.00% 100% Five (5) business days from receipt of the invoice by OSV to the time the invoice is available for the Customer in Workday. Each Reporting Period, invoices are received and entered into Workday with the minimum standard. ����������������

Service Level CategoryMeasureDescriptionMinimum Category 2 Minimum Category 1 TargetPerformance Metric FAS Accuracy of Invoices The number of invoices that are incorrect due to OSV error. On a Reporting Period basis, all instances of a detected error are counted and analyzed for root cause. Errors must be logged by Customer via a OSVSupport case. If the root cause is the result of an OSV error (not an exception), then the total number of OSV errors are counted and compared against the number of invoices made for the Reporting Period. The calculation is total number of invoices in a given Reporting Period minus the total number of OSV errors in such given Reporting Period, divided by the total number of invoices in such given Reporting Period, expressed as a percentage.

80.00% 99.00% 100% Invoices are accurate based on data provided on behalf of the Customer, measured each Reporting Period in accordance with the minimum standard. NOTE: Coding changes are not included in accuracy. Accuracy = date, supplier, invoice #, description and totals are accurate. ����������������

Service Level CategoryMeasureDescriptionMinimum Category 2 Minimum Category 1 TargetPerformance Metric FAS Fulfillment Calculated monthly as the number of on checks placed into distribution channels (same day if presented by 10 a.m. CT or next day if after 10 a.m. CT). The calculation is total number of checks in a given Reporting Period minus the total number of OSV errors in such given Reporting Period, divided by the total number of checks in such given Reporting Period, expressed as a percentage. 80.00% 99.00% 100% In accordance with the minimum standard, all check processing shall be completed same day if data is received by 10:00 a.m. CT; otherwise, all check processing shall be completed the next business day. ����������������

Service Level CategoryMeasureDescriptionMinimum Category 2 Minimum Category 1 TargetPerformance Metric FAS 1099 Processing Accuracy Calculated annually as the number of 1099s produced accurately (total number of 1099s processed within the statutory timeframe for the prior year) minus 1099s processed for prior year containing OSV error or outside of statutory timeframe due to OSV error, divided by the total number of 1099s processed within the statutory timeframe for the prior year. Any 1099 requests that are not the fault of OSV (e.g. address changes, TIN number, issuing company name, the proper box filled) shall not constitute an OSV error.

80.00% 99.00% 100% Each year, the number of 1099s produced accurately (total number of 1099s processed within the statutory timeframe and without error) in accordance with the minimum standards. Additionally, OSV shall be responsible for any fees incurred due to inaccurate 1099s that result from errors committed by OSV. 4.8 Disaster Recovery Service Level. Recovery Time Objective Service Level: to resume Services in accordance with the obligations set forth in the Agreement in case of a Disaster: twenty-four (24) hours. 5. Reporting 5.1.Service Level Reporting. OSV shall measure Service Levels on an ongoing basis and shall report its performance against the Service Levels. OSV shall meet with Customer upon request, to review OSV’s actual performance against the Service Levels and shall recommend remedial actions to resolve any performance deficiencies. 5.2. Root Cause Analysis. Promptly, and in no event later than thirty (30) business days after OSV’s discovery of, or, if earlier, OSV’s receipt of a notice from Customer regarding OSV’s failure to provide any of the Services in accordance with the Service Levels set forth in this SLP, OSV shall: (a) perform a root cause analysis to identify the cause of such failure; (b) to the extent within OSV’s control, formally document a correction plan to address such failure and remedy such failure to bring the situation in compliance with the Service Levels or recommend to Customer action ����������������

required to be taken by Customer or a third-party; and (c) provide Customer with a written report detailing the cause of, and including preventive measures, for such failure. 6.Exception ProcessingAny processes that OSV performs upon Customer’s request which fall outside of OSV notification timing requirements will be considered “Exception Processing”. Such items may include, but are not limited to late completions, processing where funding requirements are not met, and volume constraints which are not met as specified in this document. OSV will diligently endeavor to perform all necessary processes to meet Customer Exception Processing needs. However, Customer acknowledges that results are not guaranteed in any Exception Processing requested. ����������������
REQUEST FOR CONTRACT UPDATE #____
Pursuant to the terms of your awarded contract, all Contractors must notify and receive approval from Region 14 Education Service Center (“Region 14 ESC”) when there is an update to the contract. No request will be officially approved without the prior written authorization from Region 14 ESC. Region 14 ESC reserves the right to accept or reject any request.
______________________________________________ (Contractor Name) hereby provides notice of the following update to Region 14 ESC contract number _______ ____________ for ________________________________________ (Contract Title) on this date _____________.

Instructions:

Vendors must check all that may apply and provide supporting documentation. Be sure to sign the signature page with all required signatures, prior to submitting your updat e for approval.

This form is not intended for use if there is a change in operations, which may adversely affect members, i.e. assignment, bankruptcy, change of ownership, merger, etc.

Authorized Affiliates/Dealers/Distributors/Resellers
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Products/Services (check all that apply)
☐ Additions
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☐ Pricing Update
Other Vendor may include other notes regarding the contract update here: (attach another page if necessary).
2 Iron Brick Associates LLC
OMNIA Partners: Cloud Solutions for HR, Finance and Planning 159124
One Source Virtual (OSV)- is a leading Workday partner delivering Payroll products and solutions to many Workday customers. OSV focuses ENTIRELY on Workday's customer base and will help SLED organizations streamline their payroll process and requirements and lower their TCO via improved efficiencies and expertise around Payroll, taxes, garnishments, etc...OSV is a critical go-to-market partner within the Workday ecosystem.

SymPro- offers industry-leading software solutions for public sector Treasury Management. SymPro's software products address Cash, Debt and Investment management requirements and integrate seamlessly with Workday. Treasury Management is a critical requirement within public sector finance organizations and SymPro is a leading Treasury Management provider within the Workday eco-system. ✔
11/18/25
Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
__
__________________________________________________________________________ Vendor Name
____________________________________________________________________________ Submitted By
______________________________________________ _______________________ Signature Date
FOR USE BY Region 14 ESC ONLY:

Emily Jeffrey, Chief Financial Officer
_________________________________________________ _______________________ Signature Date
Zebulon Mellett
11/18/25
Iron Brick Associates LLC
Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 11/21/2025 | 11:25 AM PST
����������������
Supplier Name _________________________ Contract # ________ Contract Title ________________________________
Supplier Name: Iron Brick Associates LLC Contract # 159124_ Contract Title: OMNIA Partners: Cloud Solutions for HR, Finance and Planning Manufacturer Discount off List Website Summary of Offering and How it falls within the Scope One Source Virtual provided at the order level https://www.onesourcevirtual.com/ One Source Virtual (OSV)- is a leading Workday partner delivering Payroll products and solutions to many Workday customers. OSV focuses ENTIRELY on Workday's customer base and will help SLED organizations streamline their payroll process and requirements to lower their TCO via improved efficiencies and expertise around Payroll, taxes, garnishments, etc...OSV is a critical go-to-market partner within the Workday ecosystem.

SymPro provided at the order level https://sympro.com/products/ SymPro- offers industry-leading software solutions for public sector Treasury Management. SymPro's software products address Cash, Debt and Investment management requirements and integrate seamlessly with Workday. Treasury Management is a critical requirement within public sector finance organizations and SymPro is a leading Treasury Management provider within the Workday eco-system.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ������� ���������

Service Level Agreement
Application Support

Our Support and Maintenance Plan is included in our annual SaaS fee. Services provided include:

• Priority service from technical support representatives • Access to all SymPro upgrades released within the year • SymPro Users Web Trainings

Tele-consultation
SymPro provides unlimited telephone support in the following areas:

• Loading and configuring of SymPro software
• Operational questions, including questions regarding standard SymPro reports

Data entry support for all Investment types supported within SymPro, including:

• Certificates of Deposits
• Negotiable Certificates of Deposits
• Checking Accounts
• Commercial Paper
• Commercial Paper Discount
• United States Treasury Issues, Coupon &
Discount
• Federal Agency Issues, Coupon & Discount
• Rolling Repurchase Agreements
• GNMA, Pass Through
• Bankers Acceptances
• Corporate Bonds
• Medium Term Notes

Data entry support for all debt types supported within SymPro, including:

• Serial Bonds
• Term Bonds
• Discount Bonds
• Zero Coupon
• Variable Rate Coupon
• Capital Appreciation Bonds
• Commercial Paper
• Commercial Paper Discount
• Medium Term Notes
• Fixed Payment

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Technical support is provided during normal business hours (9:30AM TO 8:00PM – Eastern Time), Monday through Friday for questions dealing with the operations of Software. . Support issues may be reported via voicemail (510-655-0900 Selection 2), fax (510-655-4064), or email ([email protected]), 24 hours a day.

Critical software errors (“bugs”) are treated with the highest priority with SymPro developers. Patches for critical software errors are sent to the users currently using the affected version. New releases go through an alpha, beta test, then a limited release before they are made available to the entire user base. Software errors are reported to SymPro via e-mail, website and phone. Software errors are then logged into a tracking system and categorized by critical level.

A client call tracking system is used to log support calls. Calls are listed at (1) general information inquiries, (2) Issues that do not affect general operations, (3) Issues that are affecting general operations, (4) Issues that have halted general operations. Issues are given priority depending on their severity, but clients usually get a response the same day.

Severity
Level
Description

Response
Time

Duration
Critical Issues that have halted general
operations, client is down.

Time to
respond is
1 – 2
business
hours
1 Business
Day >90%
High
Issues that affect general
operations and there is not an
acceptable workaround. Client is
operational.

Time to
respond is
1-2
business
days
2-3 Business
Days >90%
Low
Issues that do not affect general
operations and there may be an
acceptable workaround.

Time to
respond is
1 – 3
business
days
1-2 Weeks
>80%

For general information inquiries, responses could take up to 24 hours to receive an answer depending on call volume. The product support team has initial access to this information, and they can pass information along to sales, marketing, or corporate management if necessary.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Hosting Services Platform

SymPro understands the necessity of high availability to our customers and makes every effort to provide services that consistently exceed your expectations. We offer the following levels of service through Microsoft Azure to ensure maximum availability and performance.

Client Connectivity
Clients access through supported web browsers on desktop or tablet devices. Supported browsers include the latest two versions of:
• Microsoft Edge
• Google Chrome

Authentication and Application Delivery
SymPro uses Microsoft Identity on .NET Core with a flexible hybrid authentication model.

Users may authenticate via:
• Custom credentials (registered within the application and securely stored in an Azure SQL database) • Microsoft accounts using Single Sign-On (SSO), including Azure Active Directory

Each user is assigned custom roles and permissions that are client-specific and securely stored in the application database. Multi-Factor Authentication (MFA) via SMS is available to provide enhanced account security (for an additional fee).The application is hosted on Azure App Service, utilizing:
• Deployment slots for staging and production environments • Autoscaling to support demand-based resource allocation • Built-in high availability

Compute
SymPro’s compute infrastructure leverages Azure App Service at the Standard/Premium tier.

• Autoscaling ensures performance is maintained during peak usage • The application is covered under Azure’s 99.95% uptime SLA, ensuring high service availability

Storage and Backups
SymPro utilizes Azure SQL Database with automated daily backups configured. Geo-redundant storage is included in the backup strategy for enhanced data resilience. Expansion to Azure Site Recovery is planned to provide additional disaster recovery capabilities.

Disaster Recovery
SymPro is committed to maintaining application continuity in the event of an outage.

• Daily automated backups are configured for both the web application and its database • Plans include leveraging Azure’s geo-redundant storage and expanding to Azure Site Recovery for enhanced disaster recovery coverage
Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Disaster Recovery Guarantee
In the event of hardware failure or datacenter unavailability, return to operations (RTO) within 48 hours of the declaration of the disaster is guaranteed.

Monitoring
SymPro utilizes Azure-native tools for real-time application monitoring and diagnostics. Azure Monitor and Application Insights are integrated for:
• Performance monitoring
• Exception and failure tracking
• Request and dependency logging

Custom alerts and dashboards are used to monitor breaches or anomalies.

Security
SymPro Applications are developed and deployed with security as a foundational principle.

• Black Duck is used to scan for vulnerabilities in open-source components and manage dependency risks
• Azure-native security services include:
o Azure Defender for App Service
o Microsoft Defender for Cloud
• All user connections are encrypted with HTTPS
• Secure, token-based authentication is enforced for all user sessions

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

SYMPRO SAAS AGREEMENT
This Agreement is entered into on the date set forth below, by and between SymPro Inc. having its principal place of business at 3675 Mt. Diablo Blvd., Suite #280, Lafayette, CA 94549 (hereinafter SymPro); and _ having its principal place of business at (hereinafter Licensee).

1. LICENSED SOFTWARE

1.1. SymPro grants to Licensee a nonexclusive,
nontransferable, non -assignable, non -perpetual, license to use the software identified in Exhibit A (“Licensed Software”), provided to Licensee as Software -as-a-
Service (“SaaS”) . T he license is solely for Licensee's own use for its internal data processing operations and delivered to Licensee in an SymPro provided hosted
environment (SaaS), purchased and delivered hereunder.

2. PROPRIETARY INFORMATION & NON- DIS-

CLOSURE

2.1. Licensed Software, including source code and Support Services, and all documents related thereto, constitutes proprietary information and trade secrets to SymPro or to the principals for whom SymPro is the authorized agent.

Title and full ownership, including any modifications or revisions thereto, shall at all times remain with SymPro or its principal.

2.2. Licensee shall take all reasonable steps to ensure that all Licensed Software, in whatever form, and all documents
relating thereto, are held in confidence by Licensee, its employees and consultants and are not disclosed or made available to any third part y not licensed by SymPro,
without the prior written consent of SymPro. Licensee
shall instruct in writing all parties having access to the Software of their obligations under this Article.

2.3. In the event of Licensee’s breach of this Article, as determined by SymPro, SymPro shall have the right to
enjoin Licensee from further breach and obtain such
relief as may be determined by a court of competent
jurisdiction.

3. PAYMENT TERMS

3.1. Licensee agrees to pay 100% of SymPro the price of the SaaS Fees by paying the first full annual payment as
outlined in Exhibit A of this Agreement. Licensee agrees to pay 100% of subsequent years 30 -days in advance,
prior to the anniversary of the initial due date, which shall be effective the first of the month following the date of the initial execution date of this Agreement.

3.2. Licensee agrees to pay 100% of the amounts listed in this Agreement for Services upon delivery of such Services
by SymPro.

3.3. All amounts are due and payable within thirty calendar days of SymPro’ invoice, and all amounts shall be in US dollars unless otherwise noted. SymPro accepts all major credit cards. A 3% convenience fee will be charged on
processed items.

3.4. SymPro shall have the right to withhold services and be held harmless in the event scheduled payments due
hereunder remain outstanding for a period longer than
thirty days from the due date. SymPro shall also have the right to charge a reinstatement or collection fee equal to 10% of any amount unpaid and overdue for this period
of time. In addition, Licensee shall be responsible for paying for any third -party collection or legal costs
incurred by SymPro as a result of additional collection efforts. Final ly, SymPro reserves the right to cancel Licensee’s license for Licensed Software , after written notice of 30 days, for any material breach by Licensee or if any charges called for herein, which are not reasonably disputable and are in excess of $10,000, remain unpaid
for a period of ninety (90) days beyond the due date.

Cancellation for any reason shall not affect the sums due hereunder or any additional remedies provided by law or equity.

3.5. In addition to any penalties that may be charged, SymPro reserves to right to assess and licensee agrees to pay a service charge of one and one -half percent (1.5%) per
month or partial month on all past due invoices.

3.6 In addition to the amounts listed for Services, Licensee agrees to pay for reasonable expenses incurred by SymPro to fulfill its obligations to Licensee, including travel expenses such as lodging, food, airfare, ground
transportation, mileage and airport parking during the
term of this Agreement.

3.7 Any sales-related taxes, whether specifically identified in this Agreement or not, which are imposed currently or in the future, by any authority with the power of taxation in connection with this Agreement, shall be paid by
Licensee. If Licensee is exempt from taxation, Licensee shall provide SymPro with a Certificate of Exemption
upon request.

4. WARRANTY

4.1. SymPro warrants that it is the owner of the Licensed Software and Documentation and that SymPro has the
right to sublicense such Licensed Software or Other
Licensed Software, as applicable. SymPro further
warrants that no portion of the Licensed Software or
Documentation infringes on the intellectual property
rights of any third party. SymPro will indemnify and
hold harmless Licensee, its affiliates and each of their respective officers, directors, affiliates, owners,
employees and agents (“Indemnitee”) f rom any loss,
liability, damage, or expense, including, but not limited to, costs of defense resulting from any claims, demands, or actions brought against Indemnitee based on a claim
or allegation that the Licensed Software or
Documentation infringes or misappropriates a patent,
copyright, trade secret, information, or any other rights of any third party. SymPro shall have the right to direct Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

the defense strategy and to select their legal
representation. The affected Indemnitee, however, shall give SymPro prompt written notice of any such claim and shall cooperate in the defense of such claims, demands
or actions.

4.2. SymPro warrants that the Software will be free from defects in material and workmanship and shall
substantially comply with SymPro’ then current
documentation. The warranty period of thirty (30) days commences immediately following initial Software
installation.

4.3. These warranties will only be valid when the Software is used by Licensee in an appropriate and reasonable
manner consistent with normal usage and management
of such Software. The exclusive remedy of Licensee for breach of these warranties is that SymPro shall be
required to correct, repair, adjust or modify the Software if such defect in material or workmanship occurs and is reported by Licensee in writing within the appropriate
warranty period. SymPro shall not be responsible or
liable for damage to the Software caused by Licensee,
acts of God, the tampering with or modification of the
Software by anyone other than SymPro' authorized
personnel, or damage to the Software occurring by virtue of electrical malfunctions or external factors over which SymPro has no control.

4.4. These warranties do not extend to any Software to which repairs or modifications have been performed by
Licensee or persons not authorized by SymPro , unless
such repairs were performed with the prior written
consent of SymPro.

4.5. SymPro warrants that all Services provided pursuant to this Agreement will be performed in a workmanlike
manner in accordance with reasonable commercial
standards. This warranty shall extend for thirty days
following completion of the particular Service, and
SymPro shall correct all Services not so performed if
brought to SymPro ' attention in writing within the
warranty period.

4.6. SymPro provides no warranties for hardware Equipment and related system software beyond that provided by the manufacturer.

4.7. THE

WARRANTIES PROVIDED IN THIS SECTION

ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED. THERE ARE NO

WARRANTIES THAT EXTEND BEYOND THE

FACE HEREOF, INCLUDING, BUT NOT LIMITED

TO, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

5. LIMITATION OF LIABILITY

5.1. SymPro shall not be liable to Licensee or any other person for any claim or damages arising directly or
indirectly from the furnishing of Equipment, Software,
Services, or any documentation relating to such
Equipment, Software or Services provided hereunder or
from any other cause, except for claims arising from the negligence or willful misconduct of SymPro or SymPro'
employees, agents or subcontractors. Liability of
SymPro for negligence shall in no event exceed the total price of the item of Equipment, Softwar e Module, or
particular Service that is the subject of the claim. Except for acts of willful misconduct, in no event shall SymPro be liable to Licensee or any third party for indirect,
incidental, special, consequential, or exemplary damages of any kind arising out of the existence, furnishing,
functioning or the use of the Equipment, Software or
Services provided hereunder, even if SymPro has been
advised of the possibility of such damages.

6. AGREEMENT

6.1. The Agreement between Licensee and SymPro consists of the following documents and all attachments thereto, which are hereby incorporated by reference. If there is any conflict between the documents, the following order of precedence shall govern:

6.1.1. The contents herein, as may be modified in
accordance with Article 9.5, including all Exhibits.

6.1.2. SymPro' proposal, hereinafter referred to as Exhibit A, License and Service Fees.

7. SUPPORT

7.1. SymPro shall provide Support included as part of the annual SaaS fees, commencing on the Effective Date.

This Agreement shall automatically renew for additional terms of one (1) year each unless either party provides the other with written notice of termination at least Sixty (60) days prior to the expiration date of the initial term or of any subsequent one-year term. SaaS Fees are based on a 3-year term. If for any reason Licensee cancels within the first five years, the balance of the remaining 3 years of SaaS Fees will be due immediately upon termination
(the “Early Termination Fee”).

7.2. The prices of this agreement are according to Exhibit A, License and Service Fees. Thereafter, SymPro shall be
entitled to increase its fees for SaaS upon sixty (60) days prior written notice to Licensee.

7.3. SymPro agrees to provide Standard Support, as defined in this Agreement, for the Licensed Software licensed to Licensee. SymPro agrees to provide Standard Support to enable the Licensed Software to perform substantially
without interruption and error, and in Substantial
Compliance with the then current Documentation.

7.4. SymPro is to provide support to Licensee for technical issues arising from the Licensed Software
malfunctioning relative to the functionality described in the Documentation. Any additional services to support
Licensee are outside the scope of this Agreement.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

7.5. Standard Support means the following services shall be provided by SymPro to Licensee at no additional cost to Licensee:

7.5.1. Technical troubleshooting and assistance with
Licensed Software in order to restore the Licensed
Software’s functionality to its operational condition
prior to any known errors and to comply with
related published Documentation, the current
published software manuals and Mandated
Changes.

7.5.2. Corrections of errors, interruptions, malfunctions or defects in the Licensed Software to enable the
Licensed Software to substantially conform to
published Documentation.

8. RESPONSIBILITIES OF LICENSEE

8.1. Request for Service. At any time, Licensee may report its request for service using SymPro ’ dedicated support 800-support number or e-mail. If Licensee believes that the Support Event is a High priority, Licensee shall make every reasonable effort to determine if the event is
hardware or software-related prior to requesting support from SymPro.

8.2. Standard Required Information. When contacting
SymPro for Standard Support, Licensee shall provide the following information: Licensee name, phone and
contact person, the name of the Licensed Software
module (e.g., General Ledger, et c.), the menu item that was selected and the exact difficulty that was
experienced. Licensee understands and agrees that its
full cooperation and assistance are necessary for SymPro to properly respond to a request for service. Licensee is responsible for notifying SymPro of any Licensed
Software problems and providing written documentation
of Licensed Software problems with specific examples.

8.3. Designated Licensee Contact. It is the intent that only Licensee designated contacts or, in their absence, their assignees initiate support calls to SymPro.

9. GENERAL

9.1. Site Location: The Equipment and Software shall be located at the following address : SymPro Microsoft
Azure Hosting Site.

9.2. Assignment: The rights under this Agreement shall not be assigned by Licensee without the written consent of
SymPro.

9.3. Complete Agreement: This Agreement, including all
Exhibits, constitutes the entire agreement between the
parties and supersedes all prior or contemporaneous
understandings or agreements, whether written or oral,
regarding the subject matter hereof.

9.4. Modification: This Agreement may not be modified,
except by an instrument in writing signed by a duly
authorized representative of each party.

9.5. Severability: If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

9.6. Waivers: Any waivers by either party of a breach of any provision to this Agreement shall not operate as, or be construed as, a waiver of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more
occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

9.7. Arbitration: All disputes, with the exception of the injunctive and other relief referred to in Article 2.5, above, arising out of or relating to this Agreement or a material breach thereof, will be submitted to binding
arbitration in accordance with the C ommercial
Arbitration Rules of the American Arbitration
Association, as supplemented by the Computer Guide, if
then in existence. Judgment upon the award rendered by the arbitrator may be entered in any Court having
jurisdiction thereof. The parties shall jointly request the American Arbitration Association to submit a panel of
three arbitrators, each of which is listed on the Computer Arbitration Panel and at least one of which shall be an attorney in good standing.

9.8. Force Majeure: In the event of any cause beyond the control of either party, such party shall not be liable for any delay in the performance of, or failure to perform, this Agreement. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, quarantines, wars or war operations or other
causes which could not, with reasonable diligence, be
controlled or prevented by the party affected.

9.9. Notices: All notices, requests, demands or other
communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by certified mail or when
delivered in person to the parties who have executed this Agreement.

9.10. Jurisdiction: The parties agree that this Agreement will be entered into in the State of Michigan, that both parties are subject to the jurisdiction of the state and federal courts in Michigan, and that such courts shall have
exclusive jurisdiction over a ny case or controversy
arising out of, or in any way relating to, this Agreement or to the relationship created hereunder. The parties
further agree that the laws of the State of Michigan and of the United States shall govern the construction and
interpretation of this Agreement and shall apply in any such case or controversy.

9.11. Headings: The paragraph headings used herein are for convenience of reference only and shall in no way be
Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

deemed to define, limit or add to any of the provisions hereof.

IN WITNESS WHEREOF the parties hereunto have caused this Agreement to be executed by their duly authorized representatives, the later of such dates shall be the “Effective Date”.

SymPro Inc. Licensee : ________________________

By: ________________________________________ By: __________________________________________ Name: Name:

Title: Title:

Date: ______________________________________ Date: _________________________________________

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Exhibit A
to

SYMPRO SOFTWARE AGREEMENT
By and Between
SymPro Software. and _____________________________
Effective Date ________________

1. SaaS Licensed Software:

2. Authorized Users: 3 user licenses

3. SaaS and Service Fees:
a. SaaS and Service Fees:

Total SaaS Fee
Annual Maintenance and Support Inc

Setup, Training & Implementation*
Total Year 1

* Travel expenses (if necessary) are not included

4. Payment Schedule:

SaaS fees will be invoiced upon execution of this agreement.

Professional service fees and training will be invoiced as services are performed. They are fixed for the duration of the project outlined in the SOW. Delays instituted by the client may cause adjustments in the costs.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Exhibit B
to

SYMPRO SOFTWARE AGREEMENT
By and Between
SymPro Software and _______________________
Effective Date ________________

Annual Support and Maintenance Plan
The following SymPro Support and Maintenance Plan applies as of the Effective Date. SymPro reserves the right to change this Plan at any time, with 60 days written notice. All changes will be posted at its website: www.sympro.com and will become effective as of the next Renewal Term. However, any Support and Maintenance Plan will include at least the following essential elements:

· Priority service from technical support and client service representatives · Free SymPro version corrections and enhancements released in the license and service term · Access to the SymPro Internet Site for Support (www.sympro.com) · Unlimited telephone technical support in the following areas:

Setup and configuration of client’s SymPro SaaS environment Operational Questions, including standard SymPro reports Data entry support for all investment types supported within SymPro, including:

Investments
· Certificates of Deposits · Rolling Repurchase Agreements · Negotiable Certificates of Deposits · GNMA, Pass Through · Checking Accounts · Bankers Acceptances
· Commercial Paper · Corporate Bonds
· Commercial Paper Discount · Medium Term Notes
· United States Treasury Issues, Coupon & Discount
· Federal Agency Issues, Coupon & Discount

Debt
· Serial Bonds
· Term Bonds
· Discount Bonds
· Variable Rate Coupon
· Commercial Paper
· Commercial Paper Discount
· Medium Term Notes

Tele-consultation is provided during normal business hours (6:30AM TO 5:00PM – Pacific Time), Monday through Friday for questions dealing with the operations of the Licensed Software on Designated Equipment. Support issues may be reported via voicemail (510- 655-0900 Selection 2) or email ([email protected]), 24 hours a day. Answers to “Frequently Asked Questions” are available at www.sympro.com, 24 hours a day. The resolution of some issues may require that Licensee provide SymPro with a copy of Licensee’s data. Licensee agrees to provide SymPro with a copy of their data for the purpose of resolving Licensee’s issue and SymPro agrees to maintain full confidentiality of any required data and will use it only for the resolution of the Licensee’s issue.

Not Included: Consulting on issues concerning investment accounting matters, specific financial or investment matters, research on investments not supported within the Licensed Software, or data entry for investments not supported in the Licensed Software system are not included.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Service Level Agreement
Application Support

Our Support and Maintenance Plan is included in our annual SaaS fee. Services provided include:

• Priority service from technical support representatives • Access to all SymPro upgrades released within the year • SymPro Users Web Trainings

Tele-consultation
SymPro provides unlimited telephone support in the following areas:

• Loading and configuring of SymPro software
• Operational questions, including questions regarding standard SymPro reports

Data entry support for all Investment types supported within SymPro, including:

• Certificates of Deposits
• Negotiable Certificates of Deposits
• Checking Accounts
• Commercial Paper
• Commercial Paper Discount
• United States Treasury Issues, Coupon &
Discount
• Federal Agency Issues, Coupon & Discount
• Rolling Repurchase Agreements
• GNMA, Pass Through
• Bankers Acceptances
• Corporate Bonds
• Medium Term Notes

Data entry support for all debt types supported within SymPro, including:

• Serial Bonds
• Term Bonds
• Discount Bonds
• Zero Coupon
• Variable Rate Coupon
• Capital Appreciation Bonds
• Commercial Paper
• Commercial Paper Discount
• Medium Term Notes
• Fixed Payment

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Technical support is provided during normal business hours (9:30AM TO 8:00PM – Eastern Time), Monday through Friday for questions dealing with the operations of Software. . Support issues may be reported via voicemail (510-655-0900 Selection 2), fax (510-655-4064), or email ([email protected]), 24 hours a day.

Critical software errors (“bugs”) are treated with the highest priority with SymPro developers. Patches for critical software errors are sent to the users currently using the affected version. New releases go through an alpha, beta test, then a limited release before they are made available to the entire user base. Software errors are reported to SymPro via e-mail, website and phone. Software errors are then logged into a tracking system and categorized by critical level.

A client call tracking system is used to log support calls. Calls are listed at (1) general information inquiries, (2) Issues that do not affect general operations, (3) Issues that are affecting general operations, (4) Issues that have halted general operations. Issues are given priority depending on their severity, but clients usually get a response the same day.

Severity
Level
Description

Response
Time

Duration
Critical Issues that have halted general
operations, client is down.

Time to
respond is
1 – 2
business
hours
1 Business
Day >90%
High
Issues that affect general
operations and there is not an
acceptable workaround. Client is
operational.

Time to
respond is
1-2
business
days
2-3 Business
Days >90%
Low
Issues that do not affect general
operations and there may be an
acceptable workaround.

Time to
respond is
1 – 3
business
days
1-2 Weeks
>80%

For general information inquiries, responses could take up to 24 hours to receive an answer depending on call volume. The product support team has initial access to this information, and they can pass information along to sales, marketing, or corporate management if necessary.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Hosting Services Platform

SymPro understands the necessity of high availability to our customers and makes every effort to provide services that consistently exceed your expectations. We offer the following levels of service through Microsoft Azure to ensure maximum availability and performance.

Client Connectivity
Clients access through supported web browsers on desktop or tablet devices. Supported browsers include the latest two versions of:
• Microsoft Edge
• Google Chrome

Authentication and Application Delivery
SymPro uses Microsoft Identity on .NET Core with a flexible hybrid authentication model.

Users may authenticate via:
• Custom credentials (registered within the application and securely stored in an Azure SQL database) • Microsoft accounts using Single Sign-On (SSO), including Azure Active Directory

Each user is assigned custom roles and permissions that are client-specific and securely stored in the application database. Multi-Factor Authentication (MFA) via SMS is available to provide enhanced account security (for an additional fee).The application is hosted on Azure App Service, utilizing:
• Deployment slots for staging and production environments • Autoscaling to support demand-based resource allocation • Built-in high availability

Compute
SymPro’s compute infrastructure leverages Azure App Service at the Standard/Premium tier.

• Autoscaling ensures performance is maintained during peak usage • The application is covered under Azure’s 99.95% uptime SLA, ensuring high service availability

Storage and Backups
SymPro utilizes Azure SQL Database with automated daily backups configured. Geo-redundant storage is included in the backup strategy for enhanced data resilience. Expansion to Azure Site Recovery is planned to provide additional disaster recovery capabilities.

Disaster Recovery
SymPro is committed to maintaining application continuity in the event of an outage.

• Daily automated backups are configured for both the web application and its database • Plans include leveraging Azure’s geo-redundant storage and expanding to Azure Site Recovery for enhanced disaster recovery coverage
Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Disaster Recovery Guarantee
In the event of hardware failure or datacenter unavailability, return to operations (RTO) within 48 hours of the declaration of the disaster is guaranteed.

Monitoring
SymPro utilizes Azure-native tools for real-time application monitoring and diagnostics. Azure Monitor and Application Insights are integrated for:
• Performance monitoring
• Exception and failure tracking
• Request and dependency logging

Custom alerts and dashboards are used to monitor breaches or anomalies.

Security
SymPro Applications are developed and deployed with security as a foundational principle.

• Black Duck is used to scan for vulnerabilities in open-source components and manage dependency risks
• Azure-native security services include:
o Azure Defender for App Service
o Microsoft Defender for Cloud
• All user connections are encrypted with HTTPS
• Secure, token-based authentication is enforced for all user sessions

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

3675 Mt. Diablo Blvd, Suite 280, Lafayette, CA 94549
(510) 655-0900

SaaS/Subscription Fees - OMNIA
Debt Product
(01/01/25)

Debt Management System Software License
Debt Module up to 25 issues – Includes 3 Named Users $18,000/yr.

Debt Module with 25+ issues – Includes 3 Named Users $36,000/yr.

Add-on’s Software License
General Ledger Interface $4,800/yr.

Additional User License $480/yr.

Training 2 days minimum $2,000/day

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

3675 Mt. Diablo Blvd, Suite 280, Lafayette, CA 94549
(510) 655-0900
SaaS/Subscription Fees - OMNIA
Investment Product and Modules
(01/01/25)

Investment Mgmt System Software License
Fixed Income Product - Portfolios up to $500 million $24,000/yr.

Fixed Income Product - Portfolios over $500 million $42,000/yr.

Modules Software License
General Ledger Module – Creation of journal entries
General Ledger Interface - Export to GL system
$4,800/yr.

Earnings Allocation Module
Earnings Allocation Activity Import from GL
$4,800/yr.

Custodial Download – Per Custodial Bank $7,500/yr.

Training 2 days minimum $2,000/day

System Manager Options Software License
Additional User License $480/yr.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Country Product Code Product (SFDC Name) Based on OMNIA PPQ-USD Minimum Document Billing Frequency Finance and Accounting Outsourcing (FAO) Services
US AP101 AP Fulfillment/Check Printing (AP Fulfillment ) # of transactions 2.40$ NA OF Monthly US AP120 AP Administration Invoice Processing/AP Imaging with Line Items # of transactions 4.80$ NA OF Monthly US AP121 AP Administration Check Printing # of transactions 2.40$ NA OF Monthly US AP120 Invoice Pay + Supplier Management # of invoices -$ NA OF Monthly US AP130 AP Managed Service Invoice Processing # of transactions 4.20$ NA OF Monthly US SR - PY302
Enablement Services (SR) - OSV Net Pay - Direct Deposits (Enablement Services (SR) - Net Pay ) NA 3,000.00$ NA NA NA US AP131 Premium AP # of invoices 3.60$ NA OF Monthly US AP201 AP Imaging # of transactions 2.40$ NA OF Monthly US AP210 1099 Printing & Distribution # of transactions 2.40$ NA OF Monthly US AP211 1099 Enhanced # of transactions 2.40$
US AP220 1096 Filing # of transactions 300.00$ NA OF Monthly US AR101 AR Fulfillment/Invoice Printing (AR Fulfillment ) # of transactions 2.40$ NA OF Monthly Benefits & COBRA Administration Services
US BN101 Benefits Administration # of benefit-eligible EEs 4.80$ NA OF Monthly US BN102 Benefits Reconciliation # of benefit-eligible EEs 3.60$ NA OF Monthly US BN203 Benefits - Direct Bill Administration (Direct Bill Retirees/LOA) # of benefit-eligible EEs 1.20$ NA OF Monthly US BN501 Benefits Administration Premium - Decision Support # of benefit-eligible EEs 6.00$ NA OF Monthly US CB101 COBRA Administration # of COBRA-eligible EEs 1.20$ NA OF Monthly US CDH101 myFlexSpend - FSA Per Account per Month 5.40$ $400 month OF Monthly US CDH102 myFlexSpend - HSA Per Account per Month 5.40$ NA OF Monthly US CDH103 myFlexSpend - Commuter Benefits Per Account per Month 6.00$ NA OF Monthly Equifax Services
US OS101 Equifax - Unemployment Claims Admin (UI Claims Administration ) Fixed fee per month based on claims history of the previous year. -$ NA OF Monthly US OS102 Equifax - Workplace Verification (Employment Verification Services ) # of employees (Enablement fees only.) -$ NA OF Monthly Payroll Services
US PY101 Payroll Administration Premium # of payments (Per Pay frequency) 3.00$ NA OF Monthly US PY102 Garnishment Administration (Garnishment Processing/Administration ) # of Garnishments (Per Pay frequency) 3.60$ $425 or PPG per
Month (whichever
is greater)
OF Monthly
US PY321 Garnishment Administration Help Desk - Call Center Per Garnishment Order 0.60$ $500 per Month or
Price Per Quanity
(whichever is
greater)
OF Monthly
US PY103 W2 Printing/Distribution (W2 Printing & Distribution ) # of printed W2s 2.40$ $1000 per file or
PPQ (whichever is
greater)
OF Annually
US PY107 Managed Payroll Standard # of payments (Per Pay frequency) 4.92$ NA OF Monthly US PY407 Managed Payroll Premium # of payments (Per Pay frequency) 1,199.99$ NA OF Monthly US PY507 Managed Payroll Premium w/o Call Center # of payments (Per Pay frequency) 1,199.99$ NA OF Monthly US PY108 Garnishment Fulfillment # of Garnishments (Per Pay frequency) 2.70$ NA OF Monthly US PY116 1095C Form Print/Mail (Form 1095C Print Service ) # of printed 1095Cs 3.30$ $1000 per file or
PPQ (whichever is
greater)
OF Annually
US PY302 Net Pay - Direct Deposits (Net Pay ) # of payments (Per Pay frequency) 0.30$ NA OF Monthly US PY304 Net Pay - Printed Paychecks (Net Pay Printed - Paychecks ) # of printed paycheck (Per Pay frequency) 0.36$ NA OF Monthly US PY305 Net Pay - Printed Advices (Net Pay Printed - Advices ) # of printed advice (Per Pay frequency) 0.36$ NA OF Monthly US PY325 myFlexPay - Earned Wage Access # of employees -$ NA OF Monthly US PY326 myFlexPay - Pay Card # of employees -$ NA OF Monthly Tax Services
US TX201 Payroll Tax Service - Federal (Federal Tax Processing) # of filings 78.00$ NA OF Monthly US TX202 Payroll Tax Service - State (State Tax Processing) # of filings 48.00$ NA OF Monthly US TX203 Payroll Tax Service - Local (Local Tax Processing ) # of filings 42.00$ NA OF Monthly US TX204 Payroll Tax Service - W2 Filing (Annual Tax Filing ) # of filings 120.00$ NA OF Annually US TX210 Transactional Tax Fee # of employees 0.06$ NA OF Monthly US TX211 Annual Tax Filing - Locals # of filings 120.00$ NA OF Annually OSVAtmosphere
US OSVA101 OSVAtmosphere - Platform Customer -$ NA OF Monthly US OSVA102 OSVAtmosphere - Payroll Tax App Tax Services 120.00$ NA OF Monthly US OSVA103 OSVAtmosphere - Treasury App Collection Rules -$ NA OF Monthly US OSVA104 OSVAtmosphere - Garnishment App Garnishment Services 120.00$ NA OF Monthly US OSVA105 OSVAtmosphere - Invoice Coding Rule App FAO Services -$ NA OF Monthly US OSVA106 OSVAtmosphere - Payroll App Payroll Services 120.00$ NA OF Monthly Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Country Product Code Product (SFDC Name) Based on OMNIA PPQ-USD Minimum Document Billing Frequency Services Readiness Enablement Fees
US EN - AP101 Enablement Services - AP Fulfillment Deployment Set Up Fee NA 1,200.00$ NA NA NA US SR - AP120 Enablement Services (SR) – Invoice Pay + Supplier Management NA 18,000.00$ NA NA NA US SR - AP131 Enablement Services (SR) – Premium AP NA 48,000.00$ NA NA NA US EN - AP201 Enablement Services - AP Imaging Deployment Set Up Fee NA 12,000.00$ NA NA NA US EN - AP211 Enablement Services - 1099 Enhanced Enablement Fee NA 6,000.00$ NA NA NA US EN - AP320 Enablement Services - AP Administration Deployment Set Up Fee NA 18,000.00$ NA NA NA US EN - AP330 Enablement Services - AP Managed Deployment Set Up Fee NA 30,000.00$ NA NA NA US EN - AR101 Enablement Services - AR Fulfillment Fee NA 2,400.00$ NA NA NA US SR - AMS101 Enablement Services (SR) - AMS Support Setup NA 1,200.00$ NA NA NA US SR - BN101 Enablement Services (SR) - Benefits Administration NA 14,400.00$ NA NA NA -$
-$
US SR - CB101 Enablement Services (SR) - COBRA Administration NA 6,600.00$ NA NA NA US SR - GWA101 Enablement Services (SR) - Global Workforce Services NA 119,999.99$ NA NA NA US SR - GPA101 Enablement Services (SR) - Global Payroll Services NA 119,999.99$ NA NA NA US SR - IT103 New Hire IntegrationEnablement Services (SR) - New Hire Integration 1K or 3K based on the state chosen. 1,200.00$ NA NA NA US SR - IT104 Enablement Services (SR) - Custom New Hire Integration NA 3,600.00$ NA NA NA US SR - IT201 Enablement Services (SR) - Online Tax Portal Set Up Fee NA -$ NA NA NA US SR - OS102 Enablement Services (SR) - Equifax Integration NA -$ NA NA NA US SR - OS202 Enablement Services (SR) - Quentelle Enablement NA -$ NA NA NA US SR - PY101 Enablement Services (SR) - Payroll Administration Services (Enablement Services (SR) - Payroll Administration Standard ) NA 6,000.00$ NA NA NA
US SR - PY102 Enablement Services (SR) - Garnishment Services NA 3,000.00$ NA NA NA US SR - PY105 Enablement Services (SR) - ROE Processing (Canada) NA 1,800.00$ NA NA NA US SR - PY107 Enablement Services (SR) - Managed Payroll Services (Enablement Services (SR) - Managed Payroll Standard )
NA 30,000.00$ NA NA NA
US SR - PY116 Enablement Services (SR) -ACA 1095c Print Enablement NA 2,400.00$ NA NA NA US SR - PY205 Enablement Services (SR) - Expense Settlement Services NA 2,400.00$ NA NA NA US SR - PY206 Enablement Services (SR) - Payroll Settlement Services NA 7,200.00$ NA NA NA US SR - PY302
Enablement Services (SR) - OSV Net Pay - Direct Deposits (Enablement Services (SR) - Net Pay ) NA 3,000.00$ NA NA NA US SR - PY325 Enablement Services (SR) - myFlexPay - Earned Wage Access NA 3,000.00$ NA NA NA US SR - PY326 Enablement Services (SR) - myFlexPay - Pay Card NA 3,000.00$ NA NA NA US SR - TX100 Enablement Services (SR) - Tax Services NA 3,000.00$ NA NA NA NA NA NAUS SR - BN501 Enablement Services (SR) - Benefits Administration Premium - Decision Support 10% of BN501 or 10% of BN501 + $12k
Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
OneSource Virtual
Service Level Policies

OneSource Virtual (“OSV”) Service Level Policies (SLP) US & Canada

1. Generally

1.1. Introduction. This document sets forth OSV’s Service Level Polices (“SLP”) for the Services provided by OSV.

1.2. Measurements
(a) All Performance Metrics that are expressed as percentages shall be measured to two decimal places (e.g., 99.90%).

(b) Except as otherwise specified, all references to days are to calendar days and all references to hours/minutes are to hours/minutes during a calendar day. All references to times are to Central Time (“CT”); and all references to months and quarters are to calendar months and calendar quarters, respectively, unless otherwise specified.

1.3. Specific Hours and Working Days of Operation. Unless otherwise set forth in an Order Form, OSV’s office hours are Monday – Friday as set forth below.

1.3.1. Payroll (US & Canada) 8:00 AM – 6:00 PM CT

1.3.2. Tax 8:00 AM – 6:00 PM CT

1.3.3. Garnishments 8:00 AM – 6:00 PM CT

1.3.4. Benefits and COBRA 7:00 AM – 7:00 PM CT

1.3.5. Finance and Accounting Services (FAS) 6:00 AM – 5:00 PM CT

1.3.6. Workforce Admin 7:00 AM – 6:00 PM CT

1.3.7. Helpdesk 7:00 AM – 7:00 PM CT

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2. Definitions
In this SLP, capitalized terms have the meanings specified or referred to in Section 2 and shall be equally applicable to both the singular and plural forms. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement and if capitalized terms are not so defined, they shall have the meanings commonly assigned to them in the information technology or business process outsourcing industry. Unless otherwise stated, references to recitals, articles, sections, paragraphs, amendments, addenda, annexes, schedules, appendices, attachments or exhibits shall be references to recitals, articles, sections, paragraphs, amendments, addenda, annexes, schedules, appendices, attachments or exhibits of this SLP.

"AR" has the meaning set forth in Section 4.5 of these SLPs. "ASA" has the meaning set forth in Section 4.5 of these SLPs. "Development" means OneSource Virtual Product Support.
"Payroll Payment" means the result of a payroll calculation in the payroll system of record, Workday. "Performance Metric" means the level at which OSV is expected to perform for each Service Level, as set forth below, determined by OSV.
"Reporting Period" means each calendar month (unless otherwise set forth in these SLPs). "Service Level" means a "Service Level" set forth in these SLPs. "Service Level Credit" has the meaning set forth in Appendix C to the Master Subcontracting Agreement. "Service Level Default" has the meaning set forth in Section 3.1(b) of these SLPs. "Service Level Reports" has the meaning set forth in Section 5.1 of these SLPs. "Service Level Termination Right" has the meaning set forth in Appendix C to the Master Subcontracting Agreement.
"SLP" shall mean the OneSource Virtual Production Support and Service Level Policies set forth herein. "Working Day" shall mean any weekday Monday through Friday not designated as a holiday by OSV.

3. Service Level Framework

3.1. Service Level Compliance
(a) Performance. OSV shall perform the Services in a manner that meets the applicable Performance Metric, for each of the Service Levels set forth in this SLP or any Order Form as defined by the Services definitions and roles and responsibilities set forth in the most curr ent version of the Administrative Services Guide (ASG). Subject to adjustment of the Performance Metric in accordance with the terms hereof, OSV shall perform the Services in accordance with the Performance Metric(s) set forth.
(b) Service Level Default. OSV shall be in service level default (" Service Level Default ") when the performance metrics set forth below in Sections 4.3, 4.4, 4.5, 4.6, or 4.7 are not met.

3.2. Service Level Improvements
(a) Performance Metric Reset. On an annual basis, OSV may adjust the then-current Performance Metric and, at its sole discretion, choose to retain or increase the Service Level minimums. (b) Review of Service Levels. In addition to the foregoing, the Parties may, no less frequently than once each year during the Term (or as agreed upon), review and discuss improvements to the Services and associated Service Levels. Any such changes shall be implemented through Change Requests. The agenda for these reviews should include:
(i) Service delivery since the last review;
(ii) Deviations from Service Levels;
(iii) Conflicts or concerns about Services delivery; and (iv) Planned changes to improve Services effectiveness.

3.3. Measurement and Monitoring Tools
(a) OSV has implemented measurement and monitoring tools to measure, monitor and report its performance of the Services against applicable Service Levels. Prime Contractor may request OSV to use a different measurement and monitoring tool other than the standard measurement and monitoring tools currently used by OSV. OSV will Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
review Prime Contractor’s request and will advise Prime Contractor if OSV approves or denies such request. OSV's approval or denial of any such request will be in OSV's absolute discretion (b) If OSV desires to use a different measurement tool for any Service Level, OSV shall notify Prime Contractor, as necessary, to account for such different measurement tool and any increased or decreased sensitivity in the new measurement tools. If OSV elects to change a measurement tool, this change will occur at the beginning of a calendar month or calendar quarter.

4. Service Levels

4.1 OSV Support System Accessibility.

OSV Support System provides three (3) options for communication:

• Phone
• E-Mail
• Web

4.2 Activity/Task/Issue Resolution Service Level
(a) Customer is to identify a maximum of ten (10) individuals responsible for assigning activities/tasks and validating issues. Those individuals will be listed as Customer contacts in OSV's Support System to be contacted should issues occur. Customer may change such individuals upon notice to OSV. (b) Customer should contact an assigned service-specific specialist any time they have questions related to a transaction. The OSV specialist shall work directly with the Customer to ensure the issue is resolved and shall follow up during Service -Specific Hours of Operat ion as set forth in Section 1.3 above to ensure the resolution has been effective.
(c ) Customer shall reasonably self-diagnose each support issue and recommend to OSV an appropriate Severity Level designation. OSV shall validate Customer's Severity Level designation and notify Customer of a proposed change in Severity Level designation with justification for the proposal. In the event of a conflict regarding the appropriate Severity Level designation, OSV and Customer shall promptly escalate such conflict to its respective management team for resolution through consultation between their respective management. Until such resolution occurs, OSV shall provide support in accordance with the Customer's Severity Level designation while such discussions take place. Severity 1 and Severity 2 production cases must set forth in detail the business impact, explaining/ detailing why the event or events warrant a Severity 1 or Severity 2 designation. (d) Severity Levels and Associated Service Levels.

NOTE: as stated in section 4.4, the SLP for Garnishment Administration garnishment order entry is measured as time to entry in days; therefore, the severity case level for new and amended garnishment orders is not applicable.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Severity Level Definition Response Escalation Measurement Period for Reporting Only
Severity 1 –
Blocker

A Severity 1 issue
represents an issue
which prevents
Customer from
executing one or more
critical business
processes with no
workaround, such as
issues in which
Workday is unavailable
to all users or a
Workday issue
prevents payroll or tax
processing (including
any issue that
jeopardizes Customer's
ability to timely meet
payroll, government
filings or payment
obligations). Customer
shall remain accessible
by phone for
troubleshooting from
the time a Severity 1
issue is logged until
such time as it is
resolved.

Within one (1)
business hour of
receipt of case,
OSV will respond
to Customer
report of
Severity 1 issue.

Should a
Severity 1 issue
be logged
outside of
business hours,
such issue will
be handled
within the first
one (1) hour of
the following
business day.

If the problem has
not been resolved
within one (1)
business hour and it
prevents Customer
from processing its
payroll, OSV will
escalate the problem
to the applicable
resolution team as
appropriate where
the escalated problem
will have higher
priority than ongoing
work. In the event of
a Workday service
outage, OSV will work
with Workday
continuously, subject
to Customer's
availability, to resolve
the problem, until the
Service is back to
normal operations.

Customers will be
notified of status
changes.

Case response time
averaged per month.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Severity Level Definition Response Escalation Measurement Period for Reporting Only
Severity 2 –
Critical
A Severity 2 issue
represents an issue
that disrupts important
business processes
where the available
workaround causes
significant
inconvenience to
Customer. Customer
shall remain accessible
by phone for
troubleshooting from
the time a Severity
issue is logged until
such time as it is
resolved.

Within two (2)
business hours
of receipt of
case, OSV will
respond to
Customer report
of Severity 2
issue. Should a
Severity 2 issue
be logged
outside of
business hours,
such issue will
be handled
within the first
two (2) hours of
the following
business day.

If the problem has
not been resolved or
a workaround
provided within eight
(8) business hours,
OSV will escalate the
problem to the
applicable resolution
team as appropriate.

Customer will be
notified of status
changes.

Case response time
averaged per month.

Severity 3 –
Major
A Severity 3 issue is an
issue that may disrupt
an active service
and/or business
processes delivered by
OSV, where a
workaround is
available, or
functionality does not
disrupt Customer's
business functions.

Customer will respond
to requests for
additional information
and implement
recommended
solutions in a timely
manner.

Within four (4)
business hours
of receipt of
case, OSV will
respond to
Customer report
of Severity 3
issue.

If the problem has
not been resolved or
a workaround
provided within one
(1) week, OSV will
escalate the problem
to the applicable
resolution team as
appropriate.

Customer will be
notified by email or
telephone of status
changes.

Case response time
averaged per month.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Severity Level Definition Response Escalation Measurement Period for Reporting Only
Severity 4 –
Minor
A Severity 4 issue is an
issue that does not
have a material impact
on the Customer's
regular business
operations but may
impair nonessential
functions of the Service
or adversely affect the
use of the Service.

Customer will respond
to requests for
additional information
and implement
recommended
solutions in a timely
manner.

Within twenty-
four
(24) business
hours of receipt
of case, OSV will
respond to
Customer report
of Severity 4
issue.

Customer will be
notified by email or
telephone of status
changes.

Case response time
averaged per month.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

4.3 Payroll and Tax Service Levels
Service
Level
Category
Measure Description Minimum
Category 2
Minimum
Category 1
Target Performance
Metric
Payroll Timeliness of
On-Cycle
Payroll
Calculated as the
number of on-cycle
checks and advices
distributed on time (total
paychecks and advices
minus paychecks and
advices delivered late) in
a given period divided by
total number of
paychecks and advices
produced in such given
period, expressed as a
percentage. "Distributed"
is defined as paychecks,
put into distribution
channels by agreed
standards and schedule
to meet payday delivery
requirements (this does
include direct deposit).

80.00% 99.00% 100% Each period,
employee direct
deposit payments
are produced and
available for payees
on the agreed pay
date in accordance
with the minimum
standard; and,
checks are put into
the agreed upon
distribution channel
within 24 hours of
payroll settlement;
and, direct deposit
advice slips are put
into the distribution
channel within 48
hours of payroll
settlement.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Service
Level
Category
Measure Description Minimum
Category 2
Minimum
Category 1
Target Performance
Metric
Payroll Accuracy of
On-Cycle
Payroll
The number of payee
payments that are
incorrect due to OSV
error. In a given period,
all instances of a
detected error are
counted and analyzed
for root cause. If the
root cause is the result
of an OSV error, then
the total number of OSV
errors are counted and
compared against the
number of payroll
payments made for the
period. The calculation is
total number of payee
payments in a given
period minus the total
number of OSV errors in
such given period,
divided by the total
number of payee
payments in such given
period, expressed as a
percentage.

80.00% 99.00% 100% Payee paychecks are
accurate based on
payroll data provided
by Customer or
Customer's agent,
measured each
period in accordance
with the minimum
standard.

Payroll On-Demand
Check
Requests
Fulfillment
Calculated monthly as
the number of on-
demand checks placed
into distribution channels
on the same day if
presented by 12 p.m. CT
or the next day if after
12 p.m. CT after the
request was received
divided by the total
number of on-demand
checks requested
multiplied by 100%.

80.00% 99.00% 100% In accordance with
the minimum
standard, all
OnDemand checks
shall be completed
and settled same
day if data is
received by 12:00
p.m. CT; otherwise,
all On- Demand
checks shall be
completed the next
business day.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Tax
Statutory
filing /
remittance
Timeliness and
accuracy
Calculated monthly as the
number of statutory filings
(tax and other) and
remittances delivered
accurately and timely
(according to agreed upon
payroll calendar) in the
month divided by the total
number of statutory filings
and remittances that were
due to be delivered in such
month.

80.00% 99.00% 100% All payroll taxes shall
be processed and paid
on time in accordance
with the minimum
standards. All quarterly
tax filings shall meet
the timelines set by
Customer at the
beginning of each year.

Tax
Regulatory
Filing /
Compliance
(W-2s
Processing)
Accuracy Calculated annually as the
number of W-2s produced
accurately (total number of
W- 2s processed within the
statutory timeframe for the
reporting year minus W-2s
processed for reporting
year’s taxes containing OSV
error or outside of statutory
timeframe due to OSV
error, divided by the total
number of W-2s processed
within the statutory
timeframe for the reporting
year. Any W-2c requests
that are not the fault of
OSV (e.g. address changes
by employees not entered
and reported to OSV) shall
not constitute an OSV error.

80.00% 99.90% 100% Each year, the number
of W-2s produced
accurately based on
payroll data provided
by Customer, (total
number of W-2s
processed within the
statutory timeframe
and without error) in
accordance with the
minimum standards.

This shall be reported
by OSV promptly to
Customer.

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4.4 Garnishment Service Levels
Service
Level
Measure Description Minimum Target Performance Metric
Garnishment
Order
Processing
Timeliness Enter garnishment
orders and other count-
ordered payroll
deduction orders

99.9% 100% All employee
garnishment orders shall
be processed within 7
business days of receipt;
receipt defined as case
initiation with scanned
order by customer, or
receipt of order by
customer’s registered
agent.

4.5 Benefits Call Center Service Levels
Service Level Category Description Minimum Performance Metrics Call Center Average Speed of
Answer (“ASA”)
Calculated as the number of
seconds to occur between the end
of call center recorded greeting and
phone agent answer (ring time post
greeting).

Annual SLA 45-second average for
customers with call volumes 7,200
annually or higher.

Monthly SLA 120 seconds for
customers with less than 600 calls
monthly.

Call Center Abandonment Rate
(“AR”)
Calculated as the percentage of
callers who disconnect prior to the
agent answer.

Annual SLA is 6% for customers
with call volumes of 7,200 annually
or higher.

Monthly SLA is 10% for customers
with call volumes less than 600 per
month.

4.6 COBRA Service Levels
Service Level Category Description Minimum Performance Metrics COBRA Services Calculated as the number of
minutes COBRA services are
available in a given month divided
by the number of planned minutes
based on hours of operation.

98.70%

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

4.7 Finance and Accounting Services (FAS) Service Level Service
Level
Category
Measure Description Minimum
Category 2
Minimum
Category 1
Target Performance
Metric
FAS Timeliness
of AP
Invoice
Processing
Calculated as the
number of invoices
processed on time (total
invoices received and
minus invoices delivered
late) in a given
Reporting Period divided
by the total number of
invoices received in such
given period, expressed
as a percentage.

80.00% 99.00% 100% Five (5)
business days
from receipt of
the invoice by
OSV to the time
the invoice is
available for the
Customer in
Workday.

Each Reporting
Period, invoices
are received
and entered
into Workday
with the
minimum
standard.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Service
Level
Category
Measure Description Minimum
Category 2
Minimum
Category 1
Target Performance
Metric
FAS Accuracy of
Invoices
The number of invoices
that are incorrect due to
OSV error. On a
Reporting Period basis,
all instances of a
detected error are
counted and analyzed
for root cause. Errors
must be logged by
Customer via a
OSVSupport case. If the
root cause is the result
of an OSV error (not an
exception), then the
total number of OSV
errors are counted and
compared against the
number of invoices made
for the Reporting Period.

The calculation is total
number of invoices in a
given Reporting Period
minus the total number
of OSV errors in such
given Reporting Period,
divided by the total
number of invoices in
such given Reporting
Period, expressed as a
percentage.

80.00% 99.00% 100% Invoices are
accurate based
on data
provided on
behalf of the
Customer,
measured each
Reporting
Period in
accordance with
the minimum
standard.

NOTE: Coding
changes are not
included in
accuracy.

Accuracy =
date, supplier,
invoice #,
description and
totals are
accurate.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Service
Level
Category
Measure Description Minimum
Category 2
Minimum
Category 1
Target Performance
Metric
FAS Fulfillment Calculated monthly as
the number of on checks
placed into distribution
channels (same day if
presented by 10 a.m. CT
or next day if after 10
a.m. CT). The calculation
is total number of checks
in a given Reporting
Period minus the total
number of OSV errors in
such given Reporting
Period, divided by the
total number of checks
in such given Reporting
Period, expressed as a
percentage.

80.00% 99.00% 100% In accordance
with the
minimum
standard, all
check
processing shall
be completed
same day if
data is received
by 10:00 a.m.

CT; otherwise,
all check
processing shall
be completed
the next
business day.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
Service
Level
Category
Measure Description Minimum
Category 2
Minimum
Category 1
Target Performance
Metric
FAS 1099
Processing
Accuracy
Calculated annually as
the number of 1099s
produced accurately
(total number of 1099s
processed within the
statutory timeframe for
the prior year) minus
1099s processed for
prior year containing
OSV error or outside of
statutory timeframe due
to OSV error, divided by
the total number of
1099s processed within
the statutory timeframe
for the prior year. Any
1099 requests that are
not the fault of OSV
(e.g. address changes,
TIN number, issuing
company name, the
proper box filled) shall
not constitute an OSV
error.

80.00% 99.00% 100% Each year, the
number of
1099s produced
accurately (total
number of
1099s
processed
within the
statutory
timeframe and
without error) in
accordance with
the minimum
standards.

Additionally,
OSV shall be
responsible for
any fees
incurred due to
inaccurate
1099s that
result from
errors
committed by
OSV.

4.8 Disaster Recovery Service Level. Recovery Time Objective Service Level: to resume Services in accordance with the obligations set forth in the Agreement in case of a Disaster: twenty-four (24) hours.

5. Reporting

5.1. Service Level Reporting. OSV shall measure Service Levels on an ongoing basis and shall report its performance against the Service Levels. OSV shall meet with Customer upon request, to review OSV’s actual performance against the Service Levels and shall recommend remedial actions to resolve any performance deficiencies.

5.2. Root Cause Analysis. Promptly, and in no event later than thirty (30) business days after OSV’s discovery of, or, if earlier, OSV’s receipt of a notice from Customer regarding OSV’s failure to provide any of the Services in accordance with the Service Levels set forth in this SLP, OSV shall: (a) perform a root cause analysis to identify the cause of such failure; (b) to the extent within OSV’s control, formally document a correction plan to address such failure and remedy such failure to bring the situation in compliance with the Service Levels or recommend to Customer action required to be taken by Customer or a third-party; and (c) Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������
provide Customer with a written report detailing the cause of, and including preventive measures, for such failure.

6. Exception Processing
Any processes that OSV performs upon Customer’s request which fall outside of OSV notification timing requirements will be considered “Exception Processing”. Such items may include, but are not limited to late completions, processing where funding requirem ents are not met, and volume constraints which are not met as specified in this document. OSV will diligently endeavor to perform all necessary processes to meet Customer Exception Processing needs. However, Customer acknowledges that results are not guara nteed in any Exception Processing requested.

Docusign Envelope ID: 20D57B98-EE7F-4C38-AC39-B3EB4E76AFF3 ����������������

Region 14 Education Service Center (ESC)

Contract # 159124
for
Cloud Solutions for HR, Finance and Planning
with
Iron Brick

Effective: February 1, 2025

����������������
The following documents comprise the executed contract effective:

February 1, 2025

I. Region 14 Terms & Conditions
II. Vendor Contract and Signature Form
III. Supplier’s Response to the RFP, incorporated by reference ����������������
Version April 10, 2024
IV. Region 14 – TERMS AND CONDITIONS
Assignment. Supplier may not assign its rights or obligations under this contract without the prior written permission of Region 14 ESC. Region 14 ESC will not unreasonably withhold approval for a requested assignment.

Audit Rights. Supplier shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 14 ESC and any entity that utilizes this contract. Region 14 ESC reserves the right to audit the accounting for a period of four (4 ) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 14 ESC shall have the authority to conduct random audits of supplier ’s pricing at Region 1 4 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 1 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 14 ESC shall have the ability to c onduct an extensive audit of supplier’s pricing at supplier’s sole cost and expense; provided that for purposes of this section "materially inconsistent" shall mean pricing errors are found in more than seven percent (7%) of orders. Region 14 ESC may conduct the audit internally or may engage a third-p arty auditing firm, which will be required to execute a Non Disclosure Agreement with supplier. In the event of an audit, the requested materials shall be provided in the format and at the location mutually agreed upon by Region 14 ESC and the Supplier.

Construction. Supplier s hall perform services in a good and workmanlike manner and in accordance with industry standards for the s ervice provided.

Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall giv e notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the ev ent or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be s uspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employ ed herein, shall mean acts of God, strikes, loc kouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lightni ng; earthquak e; fires; hurricanes; storms ; floods; washouts; droughts; arres ts; restraint of gov ernment and people; civil disturbances; ex plosions, breakage or ac cidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lock outs shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reas onable dispatch shall not require the settlement of s trikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfav orable in the judgment of the party having the difficulty.

Franchise Tax. The supplier hereby c ertifies that he/she is not currently delinquent in the payment of any franchise taxes .
����������������
Version April 10, 2024
Funding. A c ontract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only. Each payment obligation created by this contract is c onditioned upon the availability of c ity, county, state and federal funds that are appropriated or allocated for the payment of such an obligation. If funds are not allocated by an entity and available for the continued purchase of the services and/or materials provided under this contract, this contract may be terminated at the end of the period for which funds are available. The entity will endeavor to notify the supplier in the event that continued service will or may be affected by non-appropriation. No penalty shall accrue to the entity in the event this provision is exercised, and the entity shall not be obligated or liable for any future payments due or for any damages as a result of termination under this paragraph.

Indemnity. The awarded supplier shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents agains t all claims, damages, losses and expenses arising out of or resulting from the actions of the supplier, supplier employees or supplier subcontractors in the preparation of the solicitation and the later execution of the contract.

Insurance. Certificates of insurance shall be delivered to a public agency requesting them prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded supplier shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The awarded supplier shall require all subc ontractors performing any work to maintain cov erage as specified.

Legal Obligations. It is the supplier’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/s ervices identified in this RFP and any awarded contract and s hall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

Non-Exclusive Contract. This contract is for the sole convenience of Region 14 ESC, which may obtain like goods or services from other sources.

Permits. Knowing and abiding by the permit laws in each state is the sole res ponsibility of the supplier.

Price Increases. Should it become necessary, price increase requests may be submitted quarterly the term of the contract and must be approved by Region 14 ESC in writing. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified in the sole opinion of Region 14 ESC, the change will be approved.

Products. Supplier shall prov ide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects.

Products and Services Additions. New products and/or se rvices may be added to the contract quarterly during the term by Region 14 ESC’s written approval, to the extent that thos e products and/or services are within the scope of this RFP ����������������
Version April 10, 2024
.

Safety. Suppliers performing services shall comply with occupational safety and health rules and regulations. All suppliers and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property.

Tax Exempt Status. Knowing the tax laws in each state is the sole responsibility of the supplier.

Term and Renewal. The contract term is for three (3) years. The contract may be renewed for up to two (2) additional one-y ear terms or any combination of time not to exc eed 2 years. Ma intenance/service/supplemental agreements may be issued for up to (5) years under this contract so long as the effective date of the maintenance/service/supplement agreement is prior to the expiration of the contract.

Termination. This contract may be terminated at any time by mutual written consent, or by Region 14 ESC, with or without cause, upon giving thirty (30) days written notice. Region 14, at its conv enience, by written notice, may terminate this co ntract, in whole or in part. If this contract is terminated, Region 14 ESC shall be liable only for payment under the payment provisions of this co ntract for services rendered and accepted material received by Region 14 ESC before the effective date of termination. Region 14 ESC reserves the right to terminate the whole or any part of this Contract due to the failure of the supplier to carry out any term or condition of the co ntract. Region 14 will issue a written ten (10) day notice of default to the supplier for acting or failing to act as specified in any of the following: in the opinion of Region 14 ESC, the supplier provides personnel that do not meet the requirements of the co ntract; In the opinion of Region 14 ESC, the supplier fails to perform adequately the stipulations, conditions or services/specifications required in this co ntract; in the opinion of Region 14 ESC, the supplier attempts to impose personnel, materials, products or workmanship of an unacceptable quality; the supplier fails to furnish the required service and/or product within the time stipulated in the co ntract; in the opinion of Region 14 ESC, the supplier fails to make progress in the performanc e of the requirements of the co ntract; the supplier gives Region 14 ESC a positive indication that the supplier will not or cannot perform to the requirements of the contract.

Order of Precedence. In the event of a conflict in the provis ions of the contract as accepted by Participating Public Agency the following order of precedence shall prevail:

This contract, except the “Manufacturer Terms and Conditions” (as defined hereinafter) shall prevail where there is a conflict.
“Manufacturer Terms and Condition” means the specific, applicable manufacturer terms and conditions, including, but not limited to license agreements, service agreements, SLAs, warranty statements, etc., which are current as of the date of the supplier’s proposal but are subject to change. The then-current version of the applicable Manufacturer Terms and Conditions shall apply at the time of purchase and will be provided to Region 14 ESC or the applicable Participating Public Agency.

Waiver. Any waiver of any provision of this c ontract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ����������������
Version April 10, 2024
VI.S IGNATURE FORM
A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The p rospective supplier must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process.

A contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract.

The unders igned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless conspicuously noted by the supplier following the requirements of Deviations and Exceptions section in the Instructions to Suppliers. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this response in collusion with any other supplier and that the contents of this proposal as to prices, terms or conditions of this response have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

Prices are guaranteed for 120 days.
____________________________________________________________________________ Company Name
____________________________________________________________________________ Address
____________________________________________________________________________ City State Zip
___________________________________ ___________________________________ Telephone Number Fax Number
____________________________________________________________________________ Email Address
___________________________________ ___________________________________ Printed Name Position
____________________________________________________________________________ Authorized Signature
Iron Brick Associates, LLC
362 Old Hollow Rd
Sperryville VA 22740
703-288-3874
[email protected]
Peter Sirh VP
����������������

SECTION II- AVAILABILITY OF PRODUCTS AND PRICING

1. Provide pricing for products, services, warran6es, etc. supplier proposes to offer. Price lists provided will be used to establish both the extent of a supplier’s product lines, services, warran6es, etc. available from the supplier and the pricing per item. Pricing should be based on a discount from a manufacturer’s price list or catalog, or fixed price, or combina6on of both. Mul6ple percentage discounts are acceptable if, where different discounts apply, the different percentages are specified. Electronic Catalog and/or price lists should accompany the proposal. Addi6onal pricing and/or discounts may be included.

Suppliers may elect to limit their proposals to any category or categories.

Iron Brick is providing pricing for Workday, Euna Solu6ons, and DebtBook. a. Any discounts proposed shall remain the same throughout the term of the contract and at all renewal op6ons. At a minimum, the Contractor must hold the proposed price list firm for the first 12 months aLer the contract award. b. Pricing is not to exceed. Unlike fixed pricing, the supplier can adjust submiOed pricing lower if needed but cannot exceed the approved pricing. The contract must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable. c. Due to products and services poten6ally being used in response to an emergency or disaster recovery situa6on in which federal funding may be used, if suppliers are proposing cost plus a percentage of cost, suppliers should provide alterna6ve pricing that does not include either cost plus a percentage of cost. If pricing is based on 6me and materials, a ceiling price that the supplier exceeds at its own risk will be needed as determined and set by the Par6cipa6ng Public Agency. If products and services are provided in a situa6on where an agency is eligible for federal funding, supplier is subject to and must comply with all federal requirements applicable to the funding including, but not limited to the FEMA and Addi6onal Federal Funding Special Condi6ons sec6on located in the Federal Funds Cer6fica6ons Exhibit.

Acknowledged.

2. Propose the frequency of updates to the supplier’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the contract.

Iron Brick is confident that by incorporating the framework described below, purchasing SaaS products and services under the Master Agreement will be more cost-effective for all parties.

1. Participating Public Agencies can fulfill their cloud requirements by procuring solutions from an always-up-to-date catalog of cloud products and services. ����������������

2. The Master Agreement will attract Manufacturers because they can offer available products and services under their applicable and then-current terms and conditions. 3. Region 14 ESC resources are unburdened by the expected level of effort necessary to keep the contract catalog up to date. Availability and Pricing of “Then-Current” Products and Services A key to the SaaS model is the innovation added to the solution as the OEM grows and improves their product set. This continuous innovation can also mean new products become available and the terms and pricing adjusts. At the same time, list pricing for these products and services may change-up or down. Assuring “Then-Current” Pricing To ensure the availability and pricing of then-current products and services (and pricing) to Participating Public Agencies, we propose Region 14 ESC grant the authority to approve and accept any updates to product and services catalogs, price lists, and related special terms and conditions (including, but not limited to, each available Manufacturer’s applicable license agreements, service agreements, SLAs, warranty statements, etc.) without seeking formal amendment to the Contract. We would accept the responsibility of maintaining such catalogs, pricelists, and special terms and conditions for new or updated products and services to ensure compliance. For instance, so we can demonstrate to a Participating Public Agency that they received a quote for products and services that are available and offered at better than or equal discounts against the then-current price. Incorporating “Then-current” Manufacturer Terms and Conditions Because new products and services under the scope of the contemplated Master Agreement are constantly in development and other factors, applicable Manufacturer terms and conditions are subject to change. We propose, unless explicitly agreed to in writing between the Participating Public Agency and Iron Brick, any member be bound by any applicable and then-current terms and conditions incorporated into the Master Agreement as allowed in the General Terms and Conditions. These then-current terms and conditions include, but are not limited to, the relevant OEM terms and conditions identified in our proposal, as well as end user license/subscription agreements and warranty statements—and, potentially, service agreements— associated with OEMs, software publishers, or other 3rd-party product-enabling services. 3. Describe any shipping charges. All deliveries shall be freight prepaid, F.O.B. des6na6on and shall be included in all pricing offered unless otherwise clearly stated in wri6ng. Not applicable for our soLware solu6on. 4. Describe any delivery or installa6on services provided by Offeror and how these services are priced. Include any fees such as setup/cleaning, design/layout, special orders, etc. Supplier may enter addi6onal nego6a6ons with a purchasing agency for addi6onal delivery or installa6on charges based on onerous condi6ons. Addi6onal delivery and/or installa6on charges may only be charged if mutually agreed upon by the purchasing agency and Supplier. ����������������

SoLware implementa6on services will be provided from the OEM’s directly (Workday, Euna, Debtbook) and from our professional services Value Add partners (Strada, Avaap, Guidehouse) Depending on the requirements, a consul6ng engagement that is fixed-price or Time & Materials will be proposed to implement the soLware. We will add these consul6ng services bundles or labor rates to our contract at that 6me. 5. Describe any return and restocking fees. None 6. Describe if distributors/dealers/resellers/subsidiaries/partners (“affiliates”) will be used to fulfill the contract. Submit a list of those affiliates authorized to sell under the proposed contract. Where and how does Offeror propose to maintain an authorized affiliate list so it may be accessed by Par6cipa6ng Agencies? How oLen does the supplier propose to update the affiliate list? Confirm the Offeror reviews the financial health, debarment status and overall general capacity of authorized affiliates. Purchase orders and payment can only be made to the awarded supplier or an approved affiliate and pricing must be less than or equal to the pricing stated herein. Offerors who use authorized affiliates are responsible for ensuring authorized affiliates are performing in accordance with the contract. Iron Brick as the prime contract holder has assembled the proposed team for this SaaS requirement. We will have subcontractors. We do not intend to have any authorized resellers. 7. Describe any special offers, promo6ons, addi6onal discounts or rebates offered. Addi6onal discount or rebates may be offered for large quan6ty purchases, single ship to loca6on programs, growth, annual spend, guaranteed quan6ty, etc. We work on behalf of our customers to seek deeper discounts from our Manufacturers. It’s one of our core value-adds. We help develop business cases on behalf of our customers to get beOer deals, reques6ng our Manufacturers consider the customer’s business context, desired products, guaranteed quan6ty, annual spend, account growth poten6al, restructuring licensing programs, trade-ins, and compe66ve take outs. On occasion, deeper discounts may also become available due to Manufacturer-specific special offers, value-adds, bundles, and rebates and which we market to our customers. 8. Describe any Leasing/Financing programs. Iron Brick will occasionally work with lending ins6tu6ons, like a bank to provide financing on a specific transac6on with a specific customer. We do not offer a blanket financing program. Any lease or finance transac6ons will be explored and proposed on a case by case basis. 9. Describe how customers verify they are receiving the correct contract pricing. Iron Brick will work with OMNIA and the OEM or services provider to ensure accurate pricing. Iron Brick will report sales and keep records for anu audit requirements. ����������������

10. Describe supplier’s invoicing process. Include payment terms and acceptable methods of payments. Suppliers shall describe any associated fees pertaining to credit cards/p-cards. Invoices will be sent electronically, and are Due Net 30. Iron Brick accepts ACH and check for payment. 11. Describe how future product introduc6ons will be priced and align with contrac6ng pricing proposed. Iron Brick will work with OEM’s to ensure new products are added to price lists for update. Iron Brick will work with the OEM to make sure same discounts from list are maintained with pricing updates. Iron Brick will work to obtain addi6onal discounts for customer orders. Iron Brick is confident that by incorporating the framework described below, purchasing SaaS products and services under the Master Agreement will be more cost-effective for all parties. 1. Participating Public Agencies can fulfill their cloud requirements by procuring solutions from an always-up-to-date catalog of cloud products and services. 2. The Master Agreement will attract Manufacturers because they can offer available products and services under their applicable and then-current terms and conditions. 3. Region 14 ESC resources are unburdened by the expected level of effort necessary to keep the contract catalog up to date. Availability and Pricing of “Then-Current” Products and Services A key to the SaaS model is the innovation added to the solution as the OEM grows and improves their product set. This continuous innovation can also mean new products become available and the terms and pricing adjusts. At the same time, list pricing for these products and services may change-up or down. Assuring “Then-Current” Pricing To ensure the availability and pricing of then-current products and services (and pricing) to Participating Public Agencies, we propose Region 14 ESC grant the authority to approve and accept any updates to product and services catalogs, price lists, and related special terms and conditions (including, but not limited to, each available Manufacturer’s applicable license agreements, service agreements, SLAs, warranty statements, etc.) without seeking formal amendment to the Contract. We would accept the responsibility of maintaining such catalogs, pricelists, and special terms and conditions for new or updated products and services to ensure compliance. For instance, so we can demonstrate to a Participating Public Agency that they received a quote for products and services that are available and offered at better than or equal discounts against the then-current price. Incorporating “Then-current” Manufacturer Terms and Conditions Because new products and services under the scope of the contemplated Master Agreement are constantly in development and other factors, applicable Manufacturer terms and conditions are subject to change. We propose, unless explicitly agreed to in writing between the Participating Public Agency and Iron Brick, any member be bound by any applicable and then-current terms and conditions incorporated into the Master Agreement as allowed in the General Terms and Condi6ons. These then-current terms and ����������������

conditions include, but are not limited to, the relevant OEM terms and conditions identified in our proposal, as well as end user license/subscription agreements and warranty statements—and, potentially, service agreements— associated with OEMs, software publishers, or other 3rd-party product-enabling services. 12. Provide any addi6onal informa6on relevant to this sec6on. ����������������

SECTION III- ABILITY TO PERFORM

1. Include a detailed response to Appendix B, Exhibit A, OMNIA Partners Response for Na?onal Coopera?ve Contract. Responses should highlight experience, demonstrate a strong na?onal presence, describe how supplier will educate its na?onal sales force about the contract, describe how products and services will be distributed na?onwide, include a plan for marke?ng the products and services na?onwide, and describe how volume will be tracked and reported to OMNIA Partners.

Acknowledged. See Appendix B. Exhibit A.

2. The successful supplier will be required to sign Appendix B, Exhibit B, OMNIA Partners Administra?on Agreement prior to contract award. Suppliers should have any reviews required to sign the document prior to submiKng a response. Supplier’s response should include any proposed excep?ons to OMNIA Partners Administra?on Agreement.

Acknowledged.

3. Include completed Appendix B, Exhibits F. Federal Funds Cer?fica?ons and G. New Jersey Business Compliance.

Acknowledged

4. Provide available ordering methods (online ordering, order tracking, search op?ons, order history, etc.).

Ordering will be facilitated by an Iron Brick Salesperson/Account Manager.

5. What is supplier’s average on ?me delivery rate? Describe Supplier’s history of mee?ng the shipping and delivery ?melines.

Our SoZware as a Service (SaaS) proposal does not currently include any hardware products or have a need to physically ship products. SoZware from OEM’s can be enabled as soon as orders are processed.

Training Credits can take a day or two to be ac?vated in OEM training systems. Iron Brick works with customers ?melines and requirements to make sure orders are processed and soZware & training are available as needed. If consul?ng services are part of the acquisi?on- we will work with the consul?ng firms to ensure project kickoff, and work to resolve any issues impac?ng delivery. ����������������

6. Describe how supplier responds to emergency orders. Orders will be placed within hours of receipt. 7. What is supplier’s average Fill Rate? 100% for SoZware 8. Describe supplier’s return and restocking policy. Iron Brick will follow OEM agreements and prac?ces for any cancella?on or return. 9. Describe supplier’s ability to meet service and warranty needs. Proposal should address life expectancy of equipment under normal use; applicable warranty and/or guarantees of equipment and installa?ons including any condi?ons and response ?me for repair and/or replacement of any components during the warranty period; availability of replacement parts; and detailed informa?on as to proposed return policy on all equipment. SoZware support agreements will allow for access to patches and upgrades. Warran?es will be per the licensing agreements between the OEM and customer. 10. Describe any extended warranty programs or service maintenance programs. SoZware support agreements will allow for access to patches and upgrades. Warran?es will be per the licensing agreements between the OEM and customer. 11. The supplier shall provide ?mely and accurate technical advice and sales support. The supplier shall respond to such requests within one (1) working day aZer receipt of the request. Describe supplier’s customer service/problem resolu?on process and ability to meet the one working day response ?me. Include hours of opera?on, number of services, etc. Our business hours are 9:00 am – 5:00 pm eastern, Monday- Friday. Our salespeople oZen monitor email aZerhours and may be available. Our OEM and Services have similar prac?ces. 24x7 phone support is available from the OEM for technical support ques?ons. Between the Iron Brick Account Manager and our contract partners we will respond to customer requests within One day. 12. Describe supplier’s contract implementa?on/customer transi?on plan. If the order is for SoZware only- Iron Brick will follow order form, process the order, and send access links to the customer. If the order is for SoZware and implementa?on services- Iron Brick will work with ����������������

the services consul?ng company to kickoff and execute the statement of work to implement the soZware solu?on. 13. Describe the financial condi?on of supplier. Iron Brick has been a privately held company for 18 years. We have financial resources, and banking rela?onships to support any size government organiza?on. We have teamed with public companies like Guidehouse and Workday, and other businesses with a range of sizes to support this requirement. 14. Provide a website link to review website ease of use, availability, and capabili?es related to ordering, returns and repor?ng. Describe the website’s capabili?es and func?onality. Iron Brick does not offer a website for order processing. Our site: ironbrick.com 15. Describe the supplier’s safety record. Iron Brick has never had a workplace accident or injury in 18 years. 16. Describe technology used to support the contract. Salesforce, MicrosoZ Office, Costpoint (financials) 17. Provide any addi?onal informa?on relevant to this sec?on. ����������������

Exhibit A Response for Na?onal Coopera?ve Contract 1.0 Scope of Na-onal Coopera-ve Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administra7on Agreement between Supplier and OMNIA Partners. 1.1 Requirement The Region 14 Educa7on Service Center (hereinaGer defined and referred to as “Principal Procurement Agency”), on behalf of itself and OMNIA Partners, Public Sector, Inc., a Delaware corpora7on (“OMNIA Partners”), is reques7ng proposals for Cloud Solu7ons for HR, Finance and Planning. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resul7ng from this Request for Proposal (“Master Agreement”) be made available to other public agencies na7onally, including state and local governmental en77es, public and private primary, secondary and higher educa7on en77es, non-profit en77es, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ coopera7ve purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Cer7ficate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registra7on with OMNIA Partners as a Par7cipa7ng Public Agency in OMNIA Partners’ coopera7ve purchasing program. Registra7on with OMNIA Partners as a Par7cipa7ng Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Coopera7ve Purchasing Agreement, an example of which is aVached as Exhibit C, and by using the Master Agreement, any such Par7cipa7ng Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Coopera7ve Agreement or as otherwise agreed to. The terms and pricing established in the resul7ng Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Par7cipa7ng Public Agencies through OMNIA Partners. All transac7ons, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Par7cipa7ng Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Par7cipa7ng Public Agency, including their respec7ve agents, directors, employees or representa7ves, shall be liable to Supplier for any acts, liabili7es, damages, etc., incurred by any other Par7cipa7ng Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expecta7ons for qualifying Suppliers based on OMNIA Partners’ requirements to market the resul7ng Master Agreement na7onally to Public Agencies. Each sec7on in this Exhibit A refers to the capabili7es, requirements, obliga7ons, and prohibi7ons of compe7ng Suppliers on a na7onal level in order to serve Par7cipa7ng Public Agencies through OMNIA Partners. These requirements are incorporated into and are considered an integral part of this RFP . OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Par7cipa7ng Public Agencies, in its sole and absolute discre7on, and any party submiXng a response ����������������

to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Par7cipa7ng Procurement Agencies. 1.2 Marke-ng, Sales and Administra-ve Support During the term of the Master Agreement OMNIA Partners intends to provide marke7ng, sales, partnership development and administra7ve support for Supplier pursuant to this sec7on that directly promotes the Supplier’s products and services to Par7cipa7ng Public Agencies through mul7ple channels, each designed to promote specific products and services to Public Agencies on a na7onal basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall rela7onship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marke7ng, Contrac7ng, Training, and Opera7ons & Support. The OMNIA Partners marke7ng team will work in conjunc7on with Supplier to promote the Master Agreement to both exis7ng Par7cipa7ng Public Agencies and prospec7ve Public Agencies through channels that may include: A. Marke7ng collateral (print, electronic, email, presenta7ons) B. Website C. Tradeshows/conferences/mee7ngs D. Adver7sing E. Social Media The OMNIA Partners sales teams will work in conjunc7on with Supplier to promote the Master Agreement to both exis7ng Par7cipa7ng Public Agencies and prospec7ve Public Agencies through ini7a7ves that may include: 1. Individual sales calls 2. Joint sales calls 3. Communica7ons/customer service 4. Training sessions for Public Agency teams 5. Training sessions for Supplier teams The OMNIA Partners contrac7ng teams will work in conjunc7on with Supplier to promote the Master Agreement to both exis7ng Par7cipa7ng Public Agencies and prospec7ve Public Agencies through:
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1. Serving as the subject maVer expert for ques7ons regarding joint powers authority and state statutes and regula7ons for coopera7ve purchasing 2. Training sessions for Public Agency teams 3. Training sessions for Supplier teams 4. Regular business reviews to monitor program success 5. General contract administra7on Suppliers are required to pay an Administra7ve Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administra7on Agreement (Exhibit B). At Supplier’s op7on, Suppliers may pay addi7onal fees beyond administra7ve fees, such as technology fees, to OMNIA Partners and/or a third party for addi7onal support and/or access to OMNIA Partners’ technology plaeorm. 1.3 Es-mated Volume The dollar volume purchased under the Master Agreement is es7mated to be approximately $100 million annually. While no minimum volume is guaranteed to Supplier, the es7mated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Par7cipa7ng Public Agencies that are an7cipated to u7lize the resul7ng Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marke7ng approach between Supplier and OMNIA Partners. 1.4 Award Basis The basis of any contract award resul7ng from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ op7on, be the basis of award on a na7onal level through OMNIA Partners. If mul7ple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Par7cipa7ng Public Agencies through OMNIA Partners. U7liza7on of the Master Agreement by Par7cipa7ng Public Agencies will be at the discre7on of the individual Par7cipa7ng Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modifica7on for each Par7cipa7ng Public Agency as Supplier and such Par7cipa7ng Public Agency may agree without being in conflict with the Master Agreement as a condi7on of the Par7cipa7ng Agency’s purchase and not a modifica7on of the Master Agreement applicable to all Par7cipa7ng Agencies. Par7cipa7ng Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underu7lized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legisla7on in effect in the jurisdic7on of the Par7cipa7ng Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the ����������������

term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and condi7ons create addi7onal risk and cost for Supplier, Supplier and Par7cipa7ng Public Agency may nego7ate addi7onal pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the addi7onal cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Par7cipa7ng Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expira7on or termina7on of the Master Agreement. Par7cipa7ng Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expira7on of the Master Agreement. Supplier is responsible for repor7ng all sales and paying the applicable Administra7ve Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objec-ves of Coopera-ve Program This RFP is intended to achieve the following objec7ves regarding availability through OMNIA Partners’ coopera7ve program: 1. Provide a comprehensive compe77vely solicited and awarded na7onal agreement offering the Products covered by this solicita7on to Par7cipa7ng Public Agencies; 2. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies na7onwide; 3. Achieve cost savings for Supplier and Public Agencies through a single solicita7on process that will reduce the Supplier’s need to respond to mul7ple solicita7ons and Public Agencies need to conduct their own solicita7on process; 4. Combine the aggregate purchasing volumes of Par7cipa7ng Public Agencies to achieve cost effec7ve pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condi7on to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representa7ons, warran7es and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Par7cipa7ng Public Agencies as well as the Supplier. 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authoriza7ons and support of the Supplier’s execu7ve management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any exis7ng customers, and Supplier will transi7on exis7ng customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and condi7ons of the Administra7on Agreement with OMNIA ����������������

Partners and will execute such agreement concurrent with and as a condi7on of its execu7on of the Master Agreement with the Principal Procurement Agency. Supplier will iden7fy an execu7ve corporate sponsor and a separate na7onal account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies na7onwide and further commits that if a Par7cipa7ng Public Agency is eligible for lower pricing through a na7onal, state, regional or local or coopera7ve contract, the Supplier will match such lower pricing to that Par7cipa7ng Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and commiVed to offering the Master Agreement to Public Agencies through OMNIA Partners na7onwide. Supplier commits that all Master Agreement sales will be accurately and 7mely reported to OMNIA Partners in accordance with the OMNIA Partners Administra7on Agreement. Supplier also commits its sales force will be compensated, including sales incen7ves, for sales to Public Agencies under the Master Agreement in a consistent or beVer manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following informa7on for the Principal Procurement Agency to determine Supplier’s qualifica7ons to extend the resul7ng Master Agreement to Par7cipa7ng Public Agencies through OMNIA Partners. 3.1 Company A. Brief history and descrip7on of Supplier to include experience providing similar products and services. Iron Brick Associates, LLC., (Iron Brick) was founded in 2006 as a Value-Added Reseller and solu7ons provider. Through excellence in soGware acquisi7on support, consul7ng delivery, and building key OEM partnerships, our firm has delivered large, successful programs across the Federal, SLED, and commercial markets for nearly twenty years. Iron Brick has executed hundreds of millions in public sector contracts and thousands of transac7ons across Tier 1 Suppliers such as NetApp, Cisco, Workday and others. Currently, our firm’s primary mission is to help public sector organiza7ons acquire complex ERP solu7ons through simple, efficient and compliant acquisi7on cycles. We have partnered with industry-leading OEMs ����������������

such as Workday Inc., Debtbook and Euna Solu7ons and cer7fied, proven implementa7on firms to provide the best cloud ERP solu7ons available today. B. Total number and loca7on of salespersons employed by Supplier. Iron Brick currently has four sales leads and we expect that number to grow quickly as we help Workday scale within the SLED business leveraging our Omnia contract. Iron Brick’s sales team aligns closely to the ~75 Workday SLED Account Execu7ves covering the market across 4 primary focus areas: • Medium Enterprise (ME)- SLED organiza7ons with fewer than 3,500 employees • Large Enterprise (LE)- SLED organiza7ons with more than 3,500 employees • Special Districts- Transporta7on Authori7es, U7li7es, Libraries, Cemeteries, Parks and Recrea7on • State- focused on State-level agencies and opportuni7es Both Workday and Iron Brick have sales reps covering the en7re SLED marketplace na7onally. C. Number and loca7on of support centers (if applicable) and loca7on of corporate office. Iron Brick Associates is headquartered in the Commonwealth of Virginia with remote employees across the country. We currently have 8 employees dedicated to our ERP / Workday business. Our main SaaS OEM partner, Workday, has approximately 19,900 employees with approximately 46% dedicated to Research and Development, 24% in Sales and Marke7ng, and 30% in Professional Services and Support. In addi7on, approximately 34% are interna7onal employees. Please note, Workday only provides employee breakdowns by what is reported above. Workday does not segment employees by product or product line. Within our structure, many employees are required to have competencies in more than one area. Support centers The Workday Support team is strategically located around the world to support our customers whenever they need us. We have Support Centers in eight different loca7ons: Pleasanton, California; Salt Lake City, Utah; Aus7n, Texas; Atlanta, Georgia; Heredia, Costa Rica; Auckland, New Zealand; Brisbane, Australia; Pune, India; and Dublin, Ireland. D. Annual sales for the three previous fiscal years. a. Submit FEIN and Dunn & Bradstreet report. Iron Brick Associates LLC., is a privately held company and does not share financial data. Our Dunn & Bradstreet report is included in our response. Our primary SaaS OEM partner, Workday, has the following annual revenues listed in its annual report, Form 10-K, filed with the United States Securi7es and Exchange Commission. ����������������

hVps://investor.workday.com/sec-filings FEIN and Dunn & Bradstreet Report Organization FEIN DUNS Iron Brick Associates, LLC. 20-4737033 783862217 Workday Inc. 20-2480422 607009755 E. Describe any green or environmental ini7a7ves or policies. Iron Brick Associates, LLC is commiVed to protec7ng the environment, the health and safety of our employees, and the community in which we conduct our business. It is our policy to seek con7nual improvement throughout our business opera7ons to lessen our impact on the local and global environment by conserving energy, water and other natural resources; reducing waste genera7on; recycling and; reducing our use of toxic materials. We are commiVed to environmental excellence and pollu7on preven7on, mee7ng or exceeding all environmental regulatory requirements, and to purchasing products which have greater recycled content with lower toxicity and packaging, that reduce the use of natural resources. Employee Environment Programs Iron Brick encourages a remote work environment for all employees. We encourage all employees to avail the usage of all available recycling and environmentally friendly disposal programs available. • Telecommu7ng and remote first policy. • Recycling. • Environmental Cer7fica7on. • Digital documenta7on wherever possible. • Sustainable Sourcing. Environmentally Preferable Purchasing (EPP) Policy Preference will be given to purchasing products and services that have the following environmentally friendly aVributes with acceptable parameters for price, quality and delivery: · Maximizes post-consumer recycled content. · Minimizes packaging and other wastes. · Minimizes toxicity. · Are durable and reusable. · Are more locally available to minimize transporta7on. · Are made from sustainably produced materials. · Are compostable or biodegradable. · Conserves energy, water and other natural resources.

Workday Annual Report Revenue Summary (in millions) 2024 2023 2022 Subscription Revenue 6603 5567 4546
Professional Services Revenue 656 649 593
Total Revenue 7259 6216 5139
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F. Describe any diversity programs or partners supplier does business with and how Par7cipa7ng Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their cer7fica7ons. Iron Brick Associates, LLC. is committed to the concept and practice of equal opportunity and affirmative action in all aspects of employment. Accordingly, we have developed an Affirmative Action Plan (AAP) in strict reliance upon the Guidelines on Affirmative Action issued by the Equal Employment Opportunity Commission (EEOC) (29 CFR Part 1608). While we firmly believe in the wide dissemination of our affirmative action policies and equal employment opportunity practices, our AAP contains certain proprietary information relating to the company’s business that must be kept confidential. G. Indicate if supplier holds any of the below cer7fica7ons in any classified areas and include proof of such cer7fica7on in the response: a. Minority Women Business Enterprise a. Minority Women Business Enterprise ☐ Yes ☒ No If yes, list cer7fying agency: ___________________________________ b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) ☐ Yes ☒No If yes, list cer7fying agency: ___________________________________ c. Historically Underu7lized Business (HUB) ☐ Yes ☒ No If yes, list cer7fying agency: ___________________________________ d. Historically Underu7lized Business Zone Enterprise (HUBZone) ☐ Yes ☒No If yes, list cer7fying agency: ___________________________________ e. Other recognized diversity cer7ficate holder ☐ Yes ☒ No If yes, list cer7fying agency: ____________________________________ Iron Brick Associates, LLC. is a self-cer7fied small business, though we do not hold any cer7fica7ons in any classified areas. ����������������

H. List any rela7onships with subcontractors or affiliates intended to be used when providing services and iden7fy if subcontractors meet minority-owned standards. If any, list which cer7fica7ons subcontractors hold and cer7fying agency. Iron Brick Associates, LLC. partners with organiza7ons mee7ng HUB, HUBZone, SDVO, MWBE and SBE requirements. We are not including any of these partners as sub-contractors in our submission, but we are open to adding partners who meet these requirements post-award. I. Describe how supplier differen7ates itself from its compe7tors. Iron Brick Associates, LLC. is confident we possess the attributes and offerings that make us highly capable of making the Master Agreement the most successful ERP / SaaS cooperative purchasing program of its kind because we: ü Offer the top commercial SaaS ERP solu7ons ü Offer an elite list of SLED-focused and OEM cer7fied implementa7on op7ons via our teammates and sub-contractors ü Have significant experience selling through coopera7ve purchasing programs ü Have a substan7al na7onal sales and service delivery footprint via our OEMs and services partners ü Developed channel-leading, strong personal rela7onships with our vendors and customers ü Have a track record of success as an OMNIA Partners Authorized-Dealer giving us the required momentum to hit the ground running with a new contract award. On-Boarding will be minimal. Success will start immediately. J. Describe any present or past li7ga7on, bankruptcy or reorganiza7on involving supplier. Iron Brick Associates, LLC. does not have a history of past li7ga7on, bankruptcy or reorganiza7on. K. Felony Convic7on No7ce: Indicate if the supplier a. is a publicly held corpora7on, and this repor7ng requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convic7ons. Iron Brick Associates, LLC. is a privately held, limited liability corpora7on. We are not owned by anyone convicted of a felony, L. Describe any debarment or suspension ac7ons taken against supplier No debarment or suspension actions have been taken against Iron Brick. ����������������

3.2 Distribu-on, Logis-cs A. Each offeror awarded an item under this solicita7on may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier. Iron Brick Associates LLC., will offer the full poreolio of SaaS products available from the following OEMs: • Workday Inc. • Euna Solu7ons • Debtbook Following our contract award, we can add other SaaS OEMs cri7cal to our SLED customer base and Workday’s Go-To-Market strategy. B. Describe how supplier proposes to distribute the products/service na7onwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Iron Brick Associates LLC., distributes products and services nationwide per our reseller and distribution agreements. In general, Distributors we use to fulfill orders are determined by our negotiated reseller and distribution agreements. However, in many cases, we have the flexibility to choose among the Distributors we work with or fulfill directly with Manufacturers. We intend to offer all products and services to all eligible Participating Public Agencies. • SoUware and Cloud Services. When needed, we have the flexibility and rela7onships fulfill soGware through mul7ple Distributors, including CarahsoG, DLT, Ingram Micro, Immix/Arrow and TD SYNNEX. In general, customers download soGware directly from the soGware publisher’s website. • Technical, Maintenance, and Warranty Support Services. Most, if not all, Manufacturers offer basic technical, maintenance, and warranty support as part of any ini7al purchase. For certain products and services, and primarily for hardware, extended or premier support services may be available from the OEM, publisher, or other 3rd-party at addi7onal costs. Extended or premier services vary among OEMs, and soGware publishers. • Training. Customers can choose from various mediums, from instructor-led in-person training, web-based virtual events, obtaining self-paced materials, etc. C. Describe how Par7cipa7ng Agencies are ensured they will receive the Master Agreement pricing; include all distribu7on channels such as direct ordering, retail or in-store loca7ons, through distributors, etc. Describe how Par7cipa7ng Agencies verify and audit pricing to ensure its compliance with the Master Agreement. Iron Brick makes practical and effective use of our software tools, primarily SalesForce.com and Deltek to manage the complete customer lifecycle from the first point of contact to billing and ongoing customer support. ����������������

We also leverage our ISO 9001:2015 certified quality management processes to ensure compliance, audit pricing and ensure compliance with the Master Agreement. Ensuring Customers Receive the Master Agreement Pricing Iron Brick integrated our key systems to ensure we only produce customer quotes for products and services on contract and offered at or below the contract price. Our quotes contain up-to-date information, including the then-current item descriptions and list price, contract price, OEM SKUs, the applicable discount percentage, and the net cost to the customer. In addition, we may offer deeper discounts due to special offers, value-adds, bundles, and quantities, among many other factors. Our quotes will also include applicable CSP, OEM, or software publisher terms and conditions. Before issuing a quote, we obtain a cost quote from the Manufacturer. Our executive team with support from contracts and accounting, review cost quotes to confirm each item aligns with contract-specific catalog and pricing information and then-current terms and conditions do not conflict with the Master Agreement to streamline the fulfillment of any resulting customer order. How ParAcipaAng Agencies Can Verify and Audit Pricing to Ensure Compliance with the Master Agreement. With experience via our existing OMNIA Partners contracts an in prior cooperative purchasing experiences, we have had very few customer inquiries to verify contract pricing. However, when customers have asked OMNIA Partners to confirm that they are receiving contract pricing, we have demonstrated that they received better than or equal to contract pricing on the original quote. If a Participating Public Agency wants to verify and audit pricing to ensure compliance, we ask that they first contact OMNIA Partners. We will work with OMNIA Partners to provide the necessary information, most likely in the form of a dated Manufacturer or Distributor price list or possibly a redacted Manufacturer or Distributor cost quote, that validates and represents the list price for the item(s) in question at the time of quote. We will also provide a copy of the quote and resulting purchase order to validate that the item(s) were offered at or below the Master Agreement price. D. Iden7fy all other companies that will be involved in processing, handling or shipping the products/service to the end user. We do not expect any other partners to par7cipate in handling or shipping the product / service to the end user. Our consul7ng partners will deliver their consul7ng services engagements to the client, but product paperwork will flow from the end user directly to Iron Brick. E. Provide the number, size and loca7on of Supplier’s distribu7on facili7es, warehouses and retail network as applicable. Iron Brick does not own, lease, or require distribu7on facili7es, warehouses, or retail networks to conduct its business. ����������������

3.3 Marke-ng and Sales A. Given the public nature of the solicita7on and contract, OMNIA Partners makes solicita7on and contract documenta7on, including pricing documents, available on its website so Par7cipa7ng Public Agencies may easily conduct their due diligence. Describe any por7ons of the response that should not be available on the website and why those por7ons should not be available. Iron Brick Associates LLC acknowledges our response will be available on the OMNIA Partners website. We do not require any por7ons of our response to be redacted or not available. B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams na7onwide, to include, but not limited to: i. Execu7ve leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and educa7on of Supplier’s na7onal sales force with par7cipa7on from the Supplier’s execu7ve leadership, along with the OMNIA Partners team within first 90 days C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Par7cipa7ng Public Agencies, exis7ng Public Agency customers of Supplier, as well as to prospec7ve Public Agencies na7onwide immediately upon award, to include, but not limited to: i. Crea7on and distribu7on of a co-branded press release to trade publica7ons ii. Announcement, Master Agreement details and contact informa7on published on the Supplier’s website within first 90 days iii. Design, publica7on and distribu7on of co-branded marke7ng materials within first 90 days iv. Commitment to aVendance and par7cipa7on with OMNIA Partners at na7onal (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Mee7ngs, Regional Coopera7ve Summits, etc.) and supplier-specific trade shows, conferences and mee7ngs throughout the term of the Master Agreement v. Commitment to aVend, exhibit and par7cipate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addi7on, Supplier commits to provide reasonable assistance to the overall promo7on and marke7ng efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publica7on of na7onal and regional adver7sing in trade publica7ons throughout the term of the Master Agreement ����������������

vii. Ongoing marke7ng and promo7on of the Master Agreement throughout its term (case studies, collateral pieces, presenta7ons, promo7ons, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with: • OMNIA Partners standard logo; • Copy of original Request for Proposal; • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marke7ng Materials • Electronic link to OMNIA Partners’ website including the online registra7on page; • A dedicated toll-free number and email address for OMNIA Partners ExecuAve Leadership Endorsement and Sponsorship Iron Brick Associates LLC’s executive leadership has identified this contract as a critical component to becoming the premier ERP cloud solution provider in the State, Local, and Education market. Within the first 10 days of the contract award, our Executive Sponsor and President, Zebulon Mellett, and the Executive Advisory Board including our General Counsel, Peter Sirh and COO, Kevin Murphy, will review expectations of the overall program and finalize our Master Agreement Implementation Plan. Ninety-Day Plan Iron Brick Associates LLC will follow a contract rollout strategy similar to what our Executive leadership has led for other Omnia contracts in previous experiences. ����������������

Tasks and Activities Participants Time Frame (from contract execution date) Final Negotiation and Contract Signature • Review contract requirements • Complete final contract negotiations • Sign contract • IB Executive team • Region 4 ESC • OMNIA Partners Immediately upon award Create and Distribute Co-branded Press Release • Internal Development • Publish • IB Executive team • Region 4 ESC • OMNIA Partners Immediately after contract signature Executive Leadership Endorsement and Sponsorship • Review expectations of the overall program • Review and finalize Master Agreement Implementation Plan • IB Executive team • Region 4 ESC • OMNIA Partners 10 business days Internal Endorsement and Sponsorship Review expectations of the overall program: • IB Executive Advisory Board (Corporate commitments) • Sales (Training, Customer Transition) • Marketing (Website, Collateral) • Contract Administration (Catalog Maintenance, Sales Reporting, Fee Payment) • Legal (Contract Adherence, Ethical Standards) • IB Executive team 15 business days
Kickoff Meeting • IB SLED Team • OMNIA Partners 30 business days National Sales Force Training • Internal Training • Joint Training • IB SLED Team • OMNIA Partners 15 business days 30 business days Publish Website • Dedicated webpage • OMNIA Partners dedicated page • IB SLED Team • OMNIA Partners 15 business days 30 business days Publish Co-branded Marketing Materials • Internal Development • Publish to Websites • IB SLED Team • OMNIA Partners 15 business days 30 business days Schedule Event Attendance and Participation • Trade Shows and Conferences • Meetings • NIGP Forum • IB SLED Team • OMNIA Partners 30 business days
Identify Top 10 Region Targets • IB SLED Team • OMNIA Partners 45 business days Contract Review I • Marketing (Website, contract guide, collateral) • Sales (Lead generation, quoting) • Operations (Contract admin, order processing) • IB SLED Team • OMNIA Partners 45 business days
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Improvement Rollout I • IB SLED Team • OMNIA Partners 45 business days Contract Review II • IB SLED Team • OMNIA Partners 90 business days Improvement Rollout II • IB SLED Team • OMNIA Partners 90 business days Contract Reviews • Topics TBD • IB SLED Team • OMNIA Partners Quarterly Improvement Rollouts • Initiatives TBD • IB SLED Team • OMNIA Partners Quarterly D. Describe how Supplier will transi7on any exis7ng Public Agency customers’ accounts to the Master Agreement available na7onally through OMNIA Partners. Include a list of current coopera7ve contracts (regional and na7onal) Supplier holds and describe how the Master Agreement will be posi7oned among the other coopera7ve agreements. Iron Brick Associates is currently an authorized dealer on OMNIA Partners Total Cloud Solu7ons and Services contract #R220803. Currently, that is our only coopera7ve agreement. We have successfully transi7oned Workday SLED customers to that contract, for example, with the City of Cleveland’s 5-year acquisi7on of Workday HR and Fin. If awarded this Omnia Partners contract, it will con7nue to be our primary op7on for posi7oning strategic SLED acquisi7ons with both our client base as well as the OEM sales teams. E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduc7on of such logo in marke7ng communica7ons Version June 26, 2024 and promo7ons. Acknowledge that use of OMNIA Partners logo will require permission for reproduc7on, as well. Iron Brick Associates LLC., agrees to provide our logos to OMNIA Partners and we agree to grant permission for the reproduction of such logos in marketing communications and promotions. We also acknowledge that using the OMNIA Partners logo will require permission for reproduction. F. Confirm Supplier will be proac7ve in direct sales of Supplier ’s goods and services to Public Agencies na7onwide and the 7mely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales ini7a7ves should communicate: i. Master Agreement was compe77vely solicited and publicly awarded by a Principal Procurement Agency ii. Best government pricing iii. No cost to par7cipate iv. Non-exclusive Iron Brick Associates LLC., will be proactive in the direct sales of the Master Agreement’s products and services to Public Agencies nationwide and provide timely follow-up to leads established by OMNIA Partners. Wherever possible, all IB sales materials will incorporate the OMNIA Partners logo. At a minimum, our sales initiatives will communicate that the Master ����������������

Agreement: • Was compe77vely solicited and publicly awarded by a Principal Procurement Agency • Provides the best government pricing • Requires no cost to participate • Is a non-exclusive contract G. Confirm Supplier will train its na7onal sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement ii. Working knowledge of the solicita7on process iii. Awareness of the range of Public Agencies that can u7lize the Master Agreement through OMNIA Partners iv. Knowledge of benefits of the use of coopera7ve contracts Iron Brick Associates LLC’s Master Agreement sales training will include, at a minimum: • Key features and benefits of Master Agreement for each end user type (technical, procurement, C-Level, etc.) and for the OEM sales reps • Working knowledge of the solicita7on process used for the Master Agreement • How to iden7fy if Par7cipa7ng Public Agencies can u7lize the Master Agreement, and how to ini7ate membership if they cannot. • Knowledge of benefits of using coopera7ve contracts and how to posi7on the Master Agreement. H. Provide the name, 7tle, email and phone number for the person(s), who will be responsible for: i. Execu7ve Support ii. Marke7ng iii. Sales iv. Sales Support v. Financial Repor7ng vi. Accounts Payable vii. Contracts ����������������

Area of Responsibility Point of Contact Information Executive Support Zebulon Mellett, President zebulon,[email protected] 703.350.5852 (cell) Marketing Zebulon Mellett, President zebulon,[email protected] 703.350.5852 (cell) Sales Anita Trnka, National Account Manager [email protected] 727.403.9233 Sales Support Peter Sirh, VP of Compliance and Contracts [email protected] 202.957.1500 Financial Reporting Peter Sirh, VP of Compliance and Contracts [email protected] 202.957.1500 Accounts Payable Laura Frost, Controller [email protected] 757.374.0855 Contract Administration Peter Sirh, VP of Compliance and Contracts [email protected] 202.957.1500 I. Describe in detail how Supplier’s na7onal sales force is structured, including contact informa7on for the highest-level execu7ve in charge of the sales team. Iron Brick Associates LLC’s na7onal sales force aligns directly to Workday’s na7onal sales force for SLED. This group provides coverage across the SLED marketplace in four (4) key focus areas: • Medium Enterprise (ME)- SLED organiza7ons with fewer than 3,500 employees • Large Enterprise (LE)- SLED organiza7ons with more than 3,500 employees • Special Districts- Transporta7on Authori7es, U7li7es, Libraries, Cemeteries, Parks and Recrea7on • State- focused on State-level agencies and opportuni7es The highest-level execu7ve in charge of this team is as follows: • Zebulon MelleV, President • [email protected] • 703.350.5852 (cell) Zebulon MelleV will lead IB’s OMNIA team to drive the success of the contract and increase market share across the SLED customer base and within the Workday ecosystem. Mr. MelleV has successfully supported OMNIA ����������������

Partners contracts across key OEMs such as Oracle, RedHat and Workday for 15+ years. He has built deep rela7onships with and strong access to the Workday SLED sales and execu7ve teams, as well as with key Omnia points of contact to help ensure the success and growth of this contract award. Mr. MelleV is an experienced IT sales and contract management professional working with and suppor7ng cloud ERP soGware and professional in various roles focused on the SLED markets. He is responsible for overall Iron Brick program performance, customer sa7sfac7on, and ensuring that IB always supports its commitments. Mr. MelleV directs all of IBs administra7ve and opera7onal func7ons and will serve as the primary point of contact between Region 4 ESC, OMNIA Partners, Workday and other key OEMs. I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the na7onal program. Iron Brick Associates, LLC’s key personnel have spent years developing strong relationships with the OMNIA Partners team and we have established excellent momentum bringing Workday together with OMNIA Partners to approach the SLED market strategically. Over the last 6 months, as an authorized dealer on the OMNIA Partners Total Cloud Solutions and Services contract R220803, Iron Brick has leveraged the OMNIA Connect portal to help schedule many (20+) sales, enablement and account review sessions between OMNIA Partners’ sellers and their Workday counterparts. IB serves as a key liaison between OMNIA Partners and Workday. Our efforts have also driven OMNIA Engagement on key Workday client-facing webinars. Our sellers interact with the OMNIA Partners and Workday salesforces daily. We collaborate with both to ensure our shared customers, and the OEM sellers and decision-makers understand the features and benefits of the contract—and, most importantly, how to transact business against it. Selling ERP cloud is complex. We offer “best of breed” ERP cloud solutions that cater to IT professionals and functional users alike. We invest significant resources in understanding our customers’ IT initiatives and the possibilities of applying cloud and cloud-enabling products and services to resolve their needs within their budget constraints. Once we qualify an opportunity with technical and business users, we have found the OMNIA salesforce invaluable in quickly moving opportunities through procurement and engaging with the OEM sales teams, who often need cooperative contracting education and enablement. We will work closely with the OMNIA Partners sales team on a deal-by-deal basis to ensure the best tactical support is being provided for each opportunity. We will also engage with OMNIA Partners strategically to engage on key GTM initiatives, participate in Workday customer events and attend key Workday sales team meetings, QBRs and strategy sessions. Iron Brick’s track record of engaging in this manner as an OMNIA authorized dealer can be confirmed by many OMNIA team members familiar with our recent efforts related to the Workday ecosystem. ����������������

J. Explain in detail how Supplier will manage the overall na7onal program throughout the term of the Master Agreement, including ongoing coordina7on of marke7ng and sales efforts, 7mely new Par7cipa7ng Public Agency account set-up, 7mely contract administra7on, etc. As stated earlier, IB’s Executive Sponsor, Mr. Mellett, will lead our OMNIA SLED team to drive the success of the contract and increase market share. Iron Brick’s Go To Market plan for and role within the Workday ecosystem embeds our team of sellers within the Workday SLED sales teams. Our team will also coordinate with other key OEMs such as Euna Solutions and Debtbook to maximize engagement, awareness and usage of the OMNIA Partners contract. As a small business, Iron Brick is very proficient in operating with agility, flexibility and speed. Our contracts and legal team will coordinate the addition of new participating public agencies and ensuring timely contract administration. Iron Brick Key Roles Supporting Omnia Na-onal Account Manager The National Account Manager will manage the tactical execution of sales programs and operations. The primary responsibility is driving pipeline growth and closing deals under the Master Agreement. Execu-ve Sponsorship Team The Executive Sponsorship team will provide broad, strategic guidance and ensure the Master Agreement is promoted inside IB and externally to our customers as the go-to cloud ERP contract. Legal and Contract Management Led by Peter Sirh, Iron Brick’s VP of Compliance and Contracts, our legal and contracts team will ensure operational efficiency and effectiveness as we move forward with contract administration and operations. • Mr. Sirh supported a similar role at Mythics Inc for 10+ years and has over 20 years of experience nego7a7ng manufacturing terms and condi7ons for contract vehicles. He also ensures corporate policies and Iron Brick’s ISO framework adhere to contract requirements and promote compliance and high ethical standards. ����������������

K. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. L. Describe Supplier’s informa7on systems capabili7es and limita7ons regarding order management through receipt of payment, including descrip7on of mul7ple plaeorms that may be used for any of these func7ons. Iron Brick Associates LLC leverages several Tier 1 enterprise software tools to run our business. employ NetSuite’s ERP and CRM applications to manage the complete customer lifecycle from the first point of contact to billing and ongoing customer support. We have also designed and built our PLM system to track Manufacturer price lists and resulting contract modifications through the entire life cycle. • SalesForce.com. SalesForce runs our cri7cal back-office CRM sales opera7ons and processes. SalesForce will help IB provide complete customer lifecycle management from marke7ng automa7on, opportunity management and customer service. In addi7on, as our business scales, leveraging SalesForce.com’s repor7ng capabili7es will help us generate project-specific and comprehensive performance reports required by the Master Agreement. • Deltek. IB u7lizes Deltek for our key ERP func7ons such as accoun7ng, 7mekeeping, Travel and Expense Management, order management and customer invoicing. • MSFT SharePoint and MSFT Teams. Collaboration and communication is a key to our success as we manage our business from quoting, deal management and sales through customer success, invoicing and contract administration. Our team leverages SharePoint for document management, sharing and version control. We use MSFT Teams for day to day team collabora7on across sales, opera7ons and legal / compliance to ensure real 7me communica7on as we go to market. • Order Management. We believe inves7ng the necessary resources into providing our customers and OEMs accurate and 7mely quotes compliant with our Manufacturer's then-current terms and condi7ons helps streamline the fulfillment of orders by reducing the number of order modifica7ons. Nevertheless, we employ the same diligence in our Order Management processes described in the table on the next page. ����������������

Procedure Activities Accepting Customer Purchase Order
• Sales Representative (Sales) receives and confirms receipt of a Customer Purchase Order (PO) • Sales reviews the Customer PO. Sales notifies the Customer and receives updated Customer PO if changes are required. • Sales creates Sales Order (SO) and updates opportunity status in SalesForce • Accounting Representative (Accounting) is notified of pending SO in SalesForce • Accounting quality checks SO and accompanying paperwork. Accounting informs Sales and receives updated Customer PO if changes are required. • Accounting accepts SO Submitting Vendor Purchase Order • Accounting creates a Vendor Purchase Order (PO) package • Sales receives a notification of pending Vendor PO package in SalesForce for approval • Sales reviews the Vendor PO package. Sales notifies Accounting and receives updated Vendor PO package if changes are required. • The sales Manager reviews the Vendor PO package. Sales Manager notifies Sales and receives an updated Vendor PO package if changes are required. • Contract Representative (Contracts) notified of Vendor PO package in SalesForce for approval • Contracts review the Vendor PO package against Vendor approval, if necessary. In addition, Contracts notifies Sales and receives an updated Vendor PO package if changes are required. • Accounting receives the notification of the approved Vendor PO package and releases it to the Vendor. Tracking Delivery Confirmation and Submitting Invoices After the Vendor PO package is sent to the Vendor, Accounting submits a Customer Invoice: • In most cases, licenses are immediately invoiced because the customer can download the software instantly. • Services are invoiced upon Project Manager approval. Billing terms are dependent upon Customer Acceptance Terms in the contract. • Cloud services are invoiced monthly upon validation of consumption. • Hardware is invoiced upon confirmation of Customer Delivery. • Internal Hardware Tacking Team performs daily updates for all outstanding hardware shipments. • Because partial deliveries may take place, partial invoices may be submitted. • Hardware and License Support is invoiced after the Vendor processes the Vendor PO package and provides customer tracking identification unless other billing terms are required. • Upon receipt, Sales submits customer tracking identification to Customer. • Training credits are invoiced immediately. Other Training is invoiced according to billing terms. Collections and Payment • Customers may request estimated payments before the invoice due date. • Collections calls are made within one week after an invoice is past due. • Application of Customer Payment in Deltek closes the open invoice. • We provide closeout assistance upon customer request, provided ����������������
purchase requirements have been fulfilled, and all payment obligations have been met.

Custom Reporting
As described above, we use SalesForce.com and Deltek for CRM and ERP requirements, allowing us to quickly and easily provide management reports for each eligible agency. We track customer purchases at the line -item level, capturing product and service names, metrics, quantities, terms, units, and extended costs. This detail allows us to quickly and easily run reports by region, state, and individual customer or eligible agency. We also track procurement information, including the type of purchase made, i.e. , purchase order, procurement card, or other procurement options, and provide customized billing report Contract Sales Reporting
Iron Brick will submit Contract Sales Reports for each calendar month to OMNIA Partners by the 10th day of the following month in the prescribed format.

Project Reporting
In addi7on, we leverage various industry-standard tools and techniques to manage and deliver other key opera7onal elements of our business.

Tool Description
Timekeeping We enter and track all time against projects on a weekly basis in our Deltek accounting system. This system is also used to manage project financials and invoice payments
Schedule We utilize Microsoft to develop and track project schedules.

Risk Management We manage risk on the project utilizing a standard risk register.

Project
Communication
On certain projects, we stand up a collaboration room via SharePoint and Teams. All pertinent documents and communication around the project are stored and maintained within the SharePoint site.

Travel and ODCs We utilize Deltek for travel and other expense reporting.

Office Automation We utilize standard office automation (Microsoft Word, Excel, PowerPoint) for the
creation and management of documents and collateral pertinent to the project in versions acceptable to the authorized user.
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To the extent Supplier guarantees minimum Contract Sales, the Administra7ve Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. Since its founding in 2005, Workday Inc. has u7lized a direct sales model across their public and private sector business, growing revenue to over $7B. To scale their business and address internal capacity challenges, the Workday public sector leadership has stated they will transi7on to an indirect sales model. Iron Brick Associates LLC., is a leader in helping Workday make this transi7on and we are a disrupter and change agent in driving the transforma7on. Because of this cultural shiG and transi7on that will take place over the next 36 months, Iron Brick cannot guarantee any contract sales. The numbers we have provided are only es7mates and targets we feel comfortable sharing based on our industry exper7se, heavy engagement with the Workday SLED leadership and Workday pipeline projec7ons and market posi7on. N. Even though it is an7cipated many Public Agencies will be able to u7lize the Master Agreement without further formal solicita7on, there may be circumstances where Public Agencies will issue their own solicita7ons. The following op7ons are available when responding to a solicita7on for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If compe77ve condi7ons require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to u7lize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alterna7ve or mul7ple proposals are permiVed, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or addi7onal proposal. Detail Supplier’s strategies under these op7ons when responding to a solicita7on. Iron Brick Associates, LLC. advocates for our SLED customers in seeking deeper discounts from our Manufacturers. It’s one of our core value-adds. Many customers are unaware of the leverage that drives better pricing. We help develop business cases on behalf of our customers to get better deals, requesting our Manufacturers consider the customer’s business context, desired products, guaranteed quantity, annual spend, account growth potential, restructuring licensing programs, trade-ins, and competitive take outs. On occasion, deeper discounts may also become available due to Manufacturer-specific special offers, value-adds, bundles, and rebates and which we market to our customers. ����������������

i. Iron Brick anticipates responding with better than Master Agreement pricing through the non-standard discounts offered at the order level via our OEMs. Very few ERP SaaS opportunities are non-competitive, so discounts determined on a deal-by-deal basis does happen. Of the opportunities flowing directly through the Master Agreement, we expect a mix of orders at or below the Master Agreement pricing. All revenue flowing through our Master Agreement will be reported by Iron Brick to OMNIA Partners. ii. In cases where clients decide to issue a competitive solicitation for, discounts below the Master Agreement may be extended by the OEM. In these competitively solicited situations, Iron Brick expects to see pricing mostly below the Master Agreement. All revenue flowing through our Master Agreement will be reported by Iron Brick to OMNIA Partners. iii. Iron Brick Associates, LLC. works very hard to expertly position OMNIA Partners and our Master Agreement as the primary option for SLED organizations to acquire Workday and our line card of OEMs and Services Providers. There may be cases where Iron Brick completes contracts with SLED organizations outside of the Master Agreement. The OEM ultimately determines their discount and pricing strategy for a given opportunity based on many criteria such as the volume of the order, the length of the term, the competitive landscape of the acquisition cycle and the customer budget as examples. iv. In this scenario, the OEM ultimately determines their discount and pricing strategy for a given opportunity based on many criteria such as the volume of the order, the length of the term, the competitive landscape of the acquisition cycle and the customer budget as examples. ����������������
Version June 26, 2024
Exhibit F
Federal Funds Certifications

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non– Federal entity considers it a contract, when the substance of the transaction meets the defini tion of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass -through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302 –6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non –Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non –Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non –Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non –Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability; or (2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non –Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost-reimbursement contract aw arded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement. ����������������

Version June 26, 2024

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non –Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non –Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non –Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non –Federal entity may purchase property or services using small purchase methods. Non –Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of th is part, the simplifie d acquisition threshold is $ 250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)

Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass -through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non –Federal entity that receives a subaward from a pass -through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204 -24 and FAR 52.204 -25, solicitations and resultant contracts shall contain the following provisions.

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)
The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Governmen t in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services —Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications -Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or service s, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3. (a) Definitions. As used in this provision—
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Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 -232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility int o any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 - 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition appl ies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility int o any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that—
(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that — It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer . (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant t o determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

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(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offe r:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant t o determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020).
(a) Definitions. As used in this clause—
Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation , reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administrati on Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).
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Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 -232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services a s a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115 - 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception a t paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver descri bed in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Ent ity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. ����������������
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(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commer cial items.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pur suant to 2 C.F.R. § 2 00.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determin ed b y the Ci vilian Agency Acquisition Co uncil a n d the Defense Acquisition Re gulations Co uncil (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or leg al remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials o f A uthorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any a greement in excess of $10,000 resulting from this procuremen t process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? Y E S Initials o f A uthorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise pro vided under 41 CFR Part 60, all contracts that meet th e definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided u n der 41 CFR 6 0 -1.4(b), in a c c o r d a nce with Exec utive O r der 1 1 2 46, “E qual E mployment Oppor tunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to E qual Employment Opportunity,” and implementing regulations at 41 CFR part 60, “O ffice of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? Y E S Initials of Authorized Representative of offeror (D) Davis-Bacon Ac t, as a m ended ( 40 U.S.C. 3 1 4 1 - 3 1 48). Wh en re quired b y F e d e ral p rogram legislation, all p r i me construction contracts in exce ss of $2 ,000 awarded by non-Federal entities must include a pro vision for c ompliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR P a r t 5, “La bor Sta ndards Provisions Ap plicable to Contracts Covering Feder ally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a r a t e n o t less th an t h e p r e vailing wag es s p ec i fied in a w a g e d e t e r m i n a t i o n m a d e b y the Secretary of La bor. In addition, contractors must be re quired to p ay wages not less than once a wee k. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a co ntract or s ubcontract must b e c onditioned upon the acc eptance of the wage dete rmination. The non -F ederal entity must report all suspected or report ed violations to the Federal awarding agency. The contracts must also include a pro vision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor re gulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or P ublic Work ����������������

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Financed in Whole or in P art by Loans or Gra nts from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non - F e d e ral entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to F ed e ral Rule (D) ab ove, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials of Authorized Representative of offeror

(E) Contract Work Hours and Safety Sta ndards Act (40 U.S.C. 3701-370 8). Where applicable, all contracts awarded by the non-Federal entity in e x c ess o f $ 1 0 0,000 that invo lve the e mployment of me chanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is perm issible provided that the worker is co mpensated at a rate of not less than one and a h alf times the bas ic rate of p ay for all hours worked in excess of 40 hours in the work week. The requirements o f 40 U.S.C. 3704 are applicable to construction work and pro vide that no laborer or mechanic must be re quired to work in surroundings or under working conditions which are unsanitary, hazar dous or da ngerous. These re quirements do not a pply t o the purchases o f s upplies or materials or articles ordinarily a vailable o n the op en m a r ket, or contra cts for trans portation or transm ission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and S afety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror

(F) Rights to Inv entions Made Under a Contract or Agreement. If the Feder al award meets the definition of “ funding agreement” under 37 CFR § 401.2 ( a) a n d the recip ient or s ubrecipient wish es t o enter into a c ontract with a sm all business firm or nonprofit organization regarding the s ubstitution of part ies, as signment or per formance o f experimental, d e velopmental, or resear ch work under that “ funding agre ement,” t h e r e c i pient or subrecipient mus t comply with the re quirements of 37 CFR Part 40 1, “Rights to Inv entions Made by Nonprofit Organizations and Sm all Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror

(G) Clean A i r Act ( 42 U . S.C. 7 4 0 1 - 7 6 71q.) a nd the Feder al Water P ollution Control Act ( 33 U . S.C. 1 2 5 1 - 1 3 87), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 138 7). Violations must b e r eported t o the Feder al awarding agen cy a n d the Regional Office o f the En vironmental Protection Agency (EPA)

In the event Federal Transit Administration (FTA) or Department of Transportation (DOT ) funding is used by Participating Public Agency, Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency m e m b e r resulting f r om this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials of Authorized Representative of offeror ����������������

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(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 1 8 0 that implement Exec utive Orders 12549 (3 CFR p a r t 1 986 Comp., p . 1 89) a nd 12689 (3 CFR p a r t 1 989 Comp., p . 2 3 5 ) , “Debarment and Suspen sion.” S AM E x c l usions c ontains the nam es o f p a r t i es debarred, suspe nded, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expend ed by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials of Authorized Representative of offeror

(I) Byrd Anti-Lobbying Amendment ( 31 U.S.C. 1352)— Contractors that apply or b id for an award exceeding $100 ,000 must f ile the re quired c e r t i f i c a t ion. Each t ier c e r t i fies t o t h e tier a bove that it will not and h as not used Feder al appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a me mber of Congress, officer or e mployee of Congress, or an employee of a me mber of Congress in connection with obt aining any Fede ral contract, grant or any other award covered by 31 U.S.C. 1352. Each t ier must also disclose any l obbying with non-Federal funds that takes p lace in connection with obt aining any Feder al award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency r esulting f rom this procuremen t process, the offeror certifies that it is in compl iance with all app licable provisions of the Byrd A nti-Lobbying Amendment (31 U.S.C. 1352). T he undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuatio n, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attem pting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or ente red into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 135 2, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
(3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the la nguage of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shal l certify and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

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RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds a r e expended by Participating Agency for any contract r esulting from this procuremen t process, offeror certifies that it will comply with the record r etention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as r e quired by 2 CFR § 2 00.333 for a period of three y ears after g r a ntees or subgrantees submit final expend iture reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will com ply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? Y E S Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.

Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Additionally:
(1) The Contractor agrees to comply with 49 USC 5323(j) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA -funded projects are produced in the Unit ed States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers ar e listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing da ta. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11.
(2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTA - funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a complet ed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors.

The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements.

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK

CERTIFICATE OF COMPLIANCE
(select one of the two options, NOT BOTH)
Certificate of Compliance with 49 USC §5323(j)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j), and the applicable regulations of 49 CFR 661.11.

Check for YES: 
OR
Certificate of Non-Compliance with 49 USC §5323(j)
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The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but may qualify for an exception to the requirement consistent with 49 U.S.C. 5323(j)(2)(C), and the applicable regulations in 49 CFR 661.7.

Check for YES: 

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(1), and the applicable regulations in 49 CFR part 661.

Check for YES: 
OR
Certificate of Non-Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exc eption to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 CFR 661.7.

Check for YES: 
Does offeror agree? YES Initials of Authorized Representative of offeror Offeror’s Name: ___________________________________________________________________________________ Address, City, State, and Zip Code: ________________________________________________________________________ Phone Number: __________________________________
Fax Number: ______________________________________
Printed Name and Title of Authorized Representative: _____________________________________________________________________ Email Address: __________________________________________________________________________________ Signature of Authorized Representative: ____________________________________ Date: _____________________________
CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are p ertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? Y E S Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of Authorized Representative of offeror

COMMUNITY DEVELOPMENT BLOCK GRANTS
Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may inclu de Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever X
Iron Brick Associates, LLC
362 Old Hollow Rd, Sperryville, VA 22740
703-288-3874
Peter Sirh, VP
[email protected]
10/7/2024
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is the more restrictive requirement. When using Federal Funding, Offeror shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract.

Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name:
____________________________________________________________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ Phone Number: ________________________________ F ax Number: ______________________________________ Printed Name and Title of Authorized Representative:
_____________________________________________________________________ Email Address:
____________________________________________________________________________________________ Signature of Authorized Representative: ____________________________________Date: _____________________________ Iron Brick Associates, LLC
362 Old Hollow Rd, Sperryville, VA 22740
703-288-3874
Peter Sirh, VP
[email protected]
10/7/2024
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FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS
Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. “Contract” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the “Master Agreement”. “Contractor” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as “Supplier” or “Awarded Supplier”.

Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her pa rtner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 424B, ¶ 3. i. FEMA considers a “financial interest” to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certain financial instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, job offer, or similar interest that might be affected by the particular procurement. ii. FEMA considers an “apparent” conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency (“NFE”) must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE’s may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE’s written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE’s employee may be dismissal, and the penalty for a contractor might be the termination of the contract.

Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R.

Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level.

Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to:
1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. ����������������

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2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA.

Public Policy
A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV - 7 c. Applicable prevailing wage laws, regulations, and executive orders

Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and

5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

Prevailing Wage Requirements
When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all laws regarding prevailing wage rates including the Davis -Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency.

Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized.
2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses

1. CONTRACT REMEDIES
Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate.

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1.1 Applicability
This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision.

1.2 Additional Considerations
For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG -funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov.

2. TERMINATION FOR CAUSE AND CONVENIENCE

a. Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity, including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix II(B).

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

3. EQUAL EMPLOYMENT OPPORTUNITY

When applicable:

a. Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p.
339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C).

b. Key Definitions.

i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-

1.3 defines a “federally assisted construction contract” as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, ����������������

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loan, insurance, or guarantee under which the applicant itself participates in the construction work.

ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines “construction work” as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction.

c. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

d. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause.

During the performance of this contract, the contractor agrees as follows:

(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September ����������������

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24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may dire ct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or ����������������

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suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

4. DAVIS-BACON ACT

a. Standard. All prime construction contracts in excess of $2,000 awarded by non - Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141- 3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week.

b. Applicability. The Davis -Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program.

c. Requirements. If applicable, the non-federal entity must do the following:

i. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.

ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non - Federal entity must report all suspected or reported violations to FEMA.

iii. Include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141 - 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”).

Suggested Language. The following provides a sample contract clause:

Compliance with the Davis-Bacon Act.
a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and ����������������

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3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141 - 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

b. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

c. Additionally, contractors are required to pay wages not less than once a week.

5. COPELAND ANTI-KICKBACK ACT

a. Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program.

c. Requirements. If applicable, the non -federal entity must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti -Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work.

Sample Language. The following provides a sample contract clause:

Compliance with the Copeland “Anti-Kickback” Act.
a. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.

The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
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c. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.”

6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.

b. Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause:

Compliance with the Contract Work Hours and Safety Standards Act.

(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of
$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or ����������������

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loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT

a. Standard. If the FEMA award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F).

b. Applicability. This requirement applies to “ funding agreements,” but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”

c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

8. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT

a. Standard. If applicable, contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251 -1387). Violations must be reported to FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200, Appendix II(G).
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b. Applicability. This requirement applies to contracts awarded by a non -federal entity of amounts in excess of $150,000 under a federal grant.

c. Suggested Language. The following provides a sample contract clause.

Clean Air Act

1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Federal Water Pollution Control Act

1. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

9. DEBARMENT AND SUSPENSION

a. Standard. Non -Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension).

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

c. Requirements.
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i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. § 180.530.

ii. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there i s a “covered transaction,” which is any non -procurement transaction (unless excepted) at either a “primary” or “secondary” tier. Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non -procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipients.

iii. Specifically, a covered transaction includes the following contracts for goods or services:

1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.

2. The contract requires the approval of FEMA, regardless of amount.

3. The contract is for federally-required audit services.

4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of $25,000.

d. Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified.

Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

(3) This certification is a material representation of fact relied upon by the Participating ����������������

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Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

10. BYRD ANTI-LOBBYING AMENDMENT

a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352.

FEMA’s regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency.

b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of $100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18.

c. Suggested Language.

Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)

Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

d. Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification.

APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements

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The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date
Peter Sirh, VP
10/7/2024
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11. PROCUREMENT OF RECOVERED MATERIALS

a. Standard. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix II(J); and 2 C.F.R. § 200.322.

b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs.

c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

d. Suggested Language.

i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired—

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.

ii. Information about this requirement, along with the list of EPA - designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”

12. DOMESTIC PREFERENCES FOR PROCUREMENTS

As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products.

Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements.

Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.”

13. ACCESS TO RECORDS

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a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018).

Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non -profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General.

Access to Records. The following access to records requirements apply to this contract:

i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

14. CHANGES

a. Standard. To be eligible for FEMA assistance under the non -Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope.

b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured.

15. DHS SEAL, LOGO, AND FLAGS

a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions: Version 8.1 (2018).

b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

c. “The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS

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a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders.

b. Applicability. FEMA recommends that all non -Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives.

c. “This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.”

17. NO OBLIGATION BY FEDERAL GOVERNMENT

a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract.

b. Applicability. FEMA recommends that the non -Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.

c. “The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.”

18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS

a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729- 3733) which prohibits the submission of false or
fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801 -3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract.

b. Applicability. FEMA recommends that the non -Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract.

c. “The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.”

d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA ����������������
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under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.

Offeror’s Name: ______________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ Phone Number: ________________________ Fax Number: ______________________________ Printed Name and Title of Authorized Representative:
____________________________________________________________ Email Address: _____________________________________________ Signature of Authorized Representative: ____________________________________ Date: ________________________________
Iron Brick Associates, LLC
362 Old Hollow Rd, Sperryville, VA 22740
703-288-3874
Peter Sirh, VP
[email protected]
10/7/2024
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Exhibit G
New Jersey Business Compliance

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey.

DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Disclosure of Investment Activities in Iran
DOC #7 Certification of Non‐Involvement in Prohibited Activities in Russia or Belarus DOC #8 New Jersey Business Registration Certificate
DOC #9 EEOAA Evidence
DOC #10 MacBride Principals Form
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2- 14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act; • Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. ������� ���������
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DOC #1

STATEMENT OF OWNERSHIP DISCLOSURE
N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal.

Name of Organization:_____________________________________________________ Organization Address:_____________________________________________________ Part I Check the box that represents the type of business organization:
Sole Proprietorship (skip Parts II and III, execute certification in Part IV) Non-Profit Corporation (skip Parts II and III, execute certification in Part IV) For-Profit Corporation (any type) Limited Liability Company (LLC) Partnership Limited Partnership Limited Liability Partnership (LLP) Other (be specific): ______________________________________________ Part II
 The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION)
OR
 No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV)
(Please attach additional sheets if more space is needed):

Name of Individual or Business Entity Home Address (for Individuals) or Business Address Iron Brick Associates, LLC
362 Old Hollow Rd, Sperryville, VA 22740
X
X
Kevin Murphy 3206 19th Street, Arlington, VA 22201
Zebulon Mellett 298 Rumstick Road, Barrington, RI 02806 2760 S Ocean Blvd. #314, Palm Beach, FL 33480Peter Sirh ����������������
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Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS,

PARTNERS OR LLC MEMBERS LISTED IN PART II
If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed.

Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #’s Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed.

Stockholder/Partner/Member and Corresponding
Entity Listed in Part II
Home Address (for Individuals) or Business Address
Part IV Certification
I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the <name of contracting unit> is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with <type of contracting unit> to notify the <type of contracting unit> in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit> to declare any contract(s) resulting from this certification void and unenforceable.

Full Name (Print): Title:

Signature: Date:

DOC #2
Peter Sirh VP
10/7/2024
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DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A phot ocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter);
OR

2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4;
OR

3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4.

Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract.

B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.
_______________________ _________________________________ Date Authorized Signature and Title
Iron Brick Associates, LLC
362 Old Hollow Rd
Sperryville, VA 22740
VP10/8/2024
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DOC #3, continued

P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS

During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The c ontractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or s exual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non - discrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting office r advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of t he notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with t he applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27 -5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employmen t agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of an y recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel tes ting conforms with the principles of job -related testing, as established by the statutes and court decisions of the state of New Je rsey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectio nal or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may b e requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27).

________________________________________________
Signature of Procurement Agent
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DOC #4
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Polit ical Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006 -1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission.

The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, an d various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay -to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12 . They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district (s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted.
d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006 -7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.
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Version June 26, 2024

DOC #4, continued

C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM

Contractor Instructions

Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 ( N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:

• any State, county, or municipal committee of a political party • any legislative leadership committee*
• any continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county

The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
• individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amou nt to be determined by the Commission which may be based upon the amount that the business entity failed to report.

The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act.

The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts.

* N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A -10.1) for the purpose of receiving contributions and making expenditures.”
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Version June 26, 2024
DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.
_______________________ _______________________ ________________________ Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$
 Check here if the information is continued on subsequent page(s) Iron Brick Associates, LLC
362 Old Hollow Rd
Sperryville VA 22740
Peter Sirh VP
None
����������������
Version June 26, 2024
DOC #4, continued
List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
County Name:

State: Governor, and Legislative Leadership Committees
Legislative District #s:

State Senator and two members of the General Assembly per district.

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.

None
����������������
DOC#S
STOCKHOLDER DISCLOSURE CERTD1CATION
Name of Business:

DI I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
[] I certify � no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Cheek the box that represents the type of business organization:
[]Partnership Ccorporation []Sole Proprietorship
CLimited_Partnership l!umited Liability Corporation
[] Subchapter S Corporation
[]Limited Liability Partnership
Sign and notarize the form below, and, if necessary, complete the stockholder·list below.

Stnckholders:

Name: Kevin Murphy
Home Address: 3206 19th St N
Arlington, VA
22201
Name: Peter Sirh
Home Address: 2760 S Ocean Blvd #314
Palm Beach, FL 33480
Name:

Home Address:

Name: Zebulon Mellett
Home Address: 298 Rumstick Rd
Barrington, RI
02806
Name:

Home Address:

Name:

Home Address:

Subscn¥ and sworn before me this 1t day of 0�--hJ,o�
2�., (Affia:nt)
12&:S� 1/P
(Print name & title of affiant) )
rate Seal
Version June 26. 2024
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Version June 26, 2024
DOC #6

DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230 BID SOLICITATION # AND TITLE: ______________________________________________________________________ VENDOR NAME: ____________________________________________________________________________________ Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury’s Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 list is found on the Division’s website at https://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the below certification. If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

Entity Engaged in Investment Activities
Relationship to Vendor/ Bidder
Description of Activities
Duration of Engagement
Anticipated Cessation Date
*Attach Additional Sheets If Necessary.

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable. ____________________________________ ________________________________ Signature Date
_____________________________________________________
Print Name and Title
DPP Rev. 12.13.2021

CHECK THE APPROPRIATE BOX
I certify, pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4), that neither the Vendor/Bidder listed above nor any of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List of entities determined to be engaged in prohibited activities in Iran.

OR
I am unable to certify as above because the Vendor/Bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder, or one of its parents, subsidiaries or affiliates, has engaged in regarding investment activities in Iran by completing the information requested below.

________________________________________________
________________________________________________
________________________________________________
________________________________________________
________________________________________________
________________________________________________
Omnia EFP 24-S918 Cloud Solutions for HR
Iron Brick Associates, LLC
X
Peter Sirh, VP
10/7/2024
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Version June 26, 2024
DOC #7

CERTIFICATION OF NON-INVOLVEMENT IN PROHIBITED ACTIVITIES IN RUSSIA OR BELARUS Pursuant to N.J.S.A. 52:32-60.1, et seq. (L. 2022, c. 3) any person or entity (hereinafter “Vendori”) that seeks to enter into or renew a contract with a State agency for the provision of goods or services, or the purchase of bonds or other obligations, must complete the certification below indicating whether or not the Vendor is identified on the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, available here:
https://sanctionssearch.ofac.treas.gov/. If the Department of the Treasury finds that a Vendor has made a certification in violation of the law, it shall take any action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, certify that I have read the definition of “Vendor” below, and have reviewed the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, and having done so certify:
(Check the Appropriate Box)
A. That the Vendor is not identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.

OR
B. That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.

OR
C.

That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list. However, the Vendor is engaged in activity related to Russia and/or Belarus consistent with federal law, regulation, license or exemption. A detailed description of how the Vendor’s activity related to Russia and/or Belarus is consistent with federal law is set forth below.
(Attach Additional Sheets If
Necessary.)
Signature of Vendor’s Authorized Representative Date
Print Name and Title of Vendor’s Authorized Representative Vendor’s FEIN Vendor’s Name Vendor’s Phone Number
Vendor’s Address (Street Address) Vendor’s Fax Number
Vendor’s Address (City/State/Zip Code) Vendor’s Email Address i Vendor means: (1) A natural person, corporation, company, limited partnership, limited liability partnership, limited liabili ty company, business association, sole proprietorship, joint venture, partnership, society, trust, or any other nongovernmental entity, organization, or group; (2) Any governmental entity or instrumentality of a government, including a multilateral development institution, as defined in Section 1701(c)(3) of the International Financial Institutions Act, 22 U.S.C. 262r(c)(3); or (3) An y parent, successor, subunit, direct or indirect subsidiary, or any entity under common ownership or control with, any entity described in paragraph (1) or (2). NJ Rev. 1.22.2024 X
10/7/2024
Peter Sirh, VP 20-4737033
Iron Brick Associates, LLC 703-288-3874
362 Old Hollow Rd
Sperryville, VA 22740 [email protected]
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Version June 26, 2024

DOC #8

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)

Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract.

https://www.njportal.com/DOR/BusinessRegistration/

����������������

DOC #9

EEOAA EVIDENCE

Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects

EEO/AA Evidence

Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor.

One of the following must be included with submission:

• Copy of Letter of Federal Approval
• Certificate of Employee Information Report
• Fully Executed Form AA302
• Fully Executed EEO-1 Report

See the guidelines at:
https://www.state.nj.us/treasury/contract_compliance/documents/pdf/guidelines/pa.pdf for further information.

I certify that my bid package includes the required evidence per the above list and State website.

Name: ______________________________ Title: _____________________

Signature: ___________________________ Date: _____________________

Peter Sirh VP
10/8/2024
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Version June 26, 2024
DOC #10

MACBRIDE-PRINCIPLES

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE
AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230
BID SOLICITATION # AND TITLE: __________________________________________________________ VENDOR NAME: _______________________________________________________________________ Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder is required to provide a certification in compliance with the MacBride Principles and Northern Ireland Act of 1989. Pursuant to N.J.S.A. 52:34-12.2, Vendor/Bidder must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/ Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principles that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:

CHECK THE APPROPRIATE BOX
The Vendor/Bidder has no business operations in Northern Ireland; or OR
The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principles of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom’s Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principles.

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable.

Signature Date
Print Name and Title
DPP Rev. 12.13.2021
Omnia RFP 24-S918 Cloud Solutions for HR
Iron Brick Associates, LLC
X
Peter Sirh, VP
10/7/2024
����������������
����������������
Currency: USDSummary
Printed By:Lorie Parker
Date Printed:10/30/2024

LIVE REPORT

ACTIVEHEADQUARTERS

IRON BRICK ASSOCIATES, LLC
Tradestyle(s):IRONBRICK
D-U-N-S Number: 78-386-2217
Phone: +1 703 288 3874 Address: 362 Old Hollow Rd, Sperryville, VA, 22740, UnitedStates Of America Web: www.ironbrick.com
Endorsement: [email protected]
Exclude from Portfolio Insight: No
Folders: All Companies
KEY DATA ELEMENTS (Formerly: SCORE BAR)
KDE Name Current Status Details
PAYDEX®  80 Pays on time
Delinquency Score  75 Low to Moderate Risk of severe
payment delinquency.

Failure Score  69 Low to Moderate Risk of severe
financial stress.

D&B Viability Rating 4 5 B I View More Details
Bankruptcy Found N
D&B Rating -- Undetermined.

COMPANY PROFILE

D-U-N-S
78-386-2217
Legal Form
Unknown
History Record
Clear
Date Incorporated
04/21/2006
State of Incorporation

VIRGINIA
Ownership
Not publicly traded
Mailing Address

UNITED STATES
Telephone
+1 703 288 3874
Website
www.ironbrick.com
Present Control Succeeded
2006
Employees
30 Age (Year Started)
19Years(2006)
Named Principal
Kevin P Murphy, CEO
Line of Business
Mfg electronic computers
SIC
3571
NAICS
334111
Street Address:
362 Old Hollow Rd,
Sper ryville, V A, 22740,
United States Of America
����������������

HIGH MODERATE-HIGH MODERATE LOW-MODERATE LOW
Dun & Bradstreet thinks...

MAXIMUM CREDIT RECOMMENDATION
70,000 (USD)
The recommended limit is based on a moderately low probability of severe delinquency.

OVERALL BUSINESS RISK
Overall assessment of this organization over the next 12 months:Stable Condition Based on the predicted risk of business discontinuation:Likelihood Of Continued Operations Based on the predicted risk of severely delinquent payments: Low Potential For Severely Delinquent Payments D&B MAX CREDIT RECOMMENDATION
FAILURE SCORE (Formerly Financial Stress Score)
Company's Risk Level

LOW-MODERATE
Probability of failure over the next 12 months

0.14 %
69 High Risk (1) Low Risk (100)
Past 12 Months
Low Risk
High Risk
DELINQUENCY SCORE (Formerly Commercial Credit Score)
Company's Risk Level

LOW-MODERATE
Probability of delinquency over the next 12 months

3.22 %
75 High Risk (1) Low Risk (100)
Past 12 Months
Low Risk
High Risk
����������������
Viability Score
Data Depth Indicator
Portfolio Comparison

No SBRI Origination Score data is currently available.

No D&B SBFE Score data is currently available.

VIABILITY RATING SUMMARY
4 High Risk (9) Low Risk (1)
B
Descriptive (G) Predictive (A)
5 High Risk (9) Low Risk (1)
Financial Data Unavailable
Trade Payments Available: 3+Trade
Company Size Medium: Employees: 10-49 or Sales:
$100K-$499K
Years in Business Established
D&B PAYDEX®
80 High Risk (1) Low Risk (100)
0 pays on time
Past 24 Months
Low Risk
High Risk
D&B PAYDEX - 3 MONTHS

UNDETERMINED
PAYDEX® TREND CHART 

SBRI ORIGINATION

D&B SBFE SCORE
����������������
Total Amount Current and Past Due -
D&B RATING
Current Rating as of 04/19/2021Special Rating
-- : Undetermined
Events Occurrences Last Filed
Bankruptcies 0 -
Judgements 0 -
Liens 0 -
Suits 0 -
UCC 8 07/25/2024

LEGAL EVENTS
DETAILED TRADE RISK INSIGHT™
3 Months
From to
High Risk (120+) Low Risk (0)
DETAILED TRADE RISK INSIGHT™ 13 MONTH TREND
Balance Sheet Amount Last 2 Years
Total Current Assets 16,238,851 (USD)
Total Assets 16,348,980 (USD)
Total Current Liabilities 12,898,155 (USD)
Working Capital/Net Current Assets 3,340,696 (USD)

FINANCIAL OVERVIEW - BALANCE SHEET
[1] [2]

1. Fiscal 12/31/2017

2. (In Single Units)
Source: D&B
Highest Past Due:
0 Highest Now Owing0
Total Trade Experiences3
Largest High Credit90,000

TRADE PAYMENTS
����������������

No Data Available

FINANCIAL OVERVIEW - PROFIT AND LOSS

OWNERSHIP
Subsidiaries
-
Branches
1 Total Members
2 This company is a Global Ultimate, Domestic Ultimate, Headquarters.

Global Ultimate Domestic Ultimate
Name Iron Brick Associates, LLCIron Brick Associates, LLC Country United States United States
D-U-N-S 78-386-2217 78-386-2217
Others - -
Key Business Ratios Business Ratio
Sales to Net Working Capital 22.4
Quick Ratio 1.2
Current Ratio 1.3
Current Liabilities / Net Worth 373.8

FINANCIAL OVERVIEW - KEY BUSINESS RATIOS
Source: D&B

There are no alerts for this D-U-N-S Number.

ALERTS
����������������

No Data Available

No notes is available for this D-U-N-S Number.

No stock performance data is available for this D-U-N-S Number.

The scores and ratings included in this report are designed as a tool to assist the user in making their own credit related decisions, and should be used as part of a balanced and complete assessment relying on the knowledge and expertise of the reader, and where appropriate on other information sources. The score and rating models are developed using statistical analysis in order to generate a prediction of future events.

Dun & Bradstreet monitors the performance of thousands of businesses in order to identify characteristics common to specific business events.

These characteristics are weighted by significance to form rules within its models that identify other businesses with similar characteristics in order to provide a score or rating.

Dun & Bradstreet's scores and ratings are not a statement of what will happen, but an indication of what is more likely to happen based on previous experience. Though Dun & Bradstreet uses extensive procedures to maintain the quality of its information, Dun & Bradstreet cannot guarantee that it is accurate, complete or timely, and this may affect the included scores and ratings. Your use of this report is subject to applicable law, and to the terms of your agreement with Dun & Bradstreet.

Financials - D&B
A detailed financial statement is not available from this company for publication.

NEWS
NOTES
Add Note

COUNTRY/REGIONAL INSIGHT
United States Of America
The US Federal Reserve lowered interest rates by 50bps at its September meeting, with market participants expecting another rate cut at its next meeting scheduled for early November.

Risk Category
LOW
High Risk Low Risk
Available Reports
Country Insight Report (CIR) 
Current Publication Date: 10/14/2024
Country Insight Snapshot (CIS) 
Current Publication Date: 10/14/2024

STOCK PERFORMANCE
Currency: All figures in USD unless otherwise stated
A detailed financial statement is not available from this company for publication.

Currency: All figures in USD unless otherwise stated
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Your Information
In Folders:View
Last Login : 10/25/2024 02:58:12 PM
©Dun & Bradstreet, Inc. 2005-2024. All rights reserved
Privacy Policy |Terms of Use|US Government Employee Disclaimer Currency: All figures in USD unless otherwise statedCurrency: All figures in USD unless otherwise stated Record additional information about this company to supplement the D&B information.

Note: Information entered in this section will not be added to D&B's central repository and will be kept private under your user ID. Only you will be able to view the information.

Account Number Endorsement/Billing Reference *
[email protected]
Sales Representatives
Credit Limit Total Outstanding Your Information Currency US Dollar (USD)
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SECTION IV- REFERENCES AND EXPERIENCE 1. Provide a brief history of the supplier, including year it was established and corporate office loca;on. IRON BRICK Iron Brick Associates, LLC., (Iron Brick) was founded in 2006 as a Value-Added Reseller and solu;ons provider. Through excellence in soLware acquisi;on support, consul;ng delivery, and building key OEM partnerships, our firm has delivered large, successful programs across the Federal, SLED, and commercial markets for nearly twenty years. Our firm’s primary mission is to help public sector organiza;ons complete complex ERP acquisi;ons through simple, efficient and compliant acquisi;on cycles. We have partnered with industry-leading OEMs such as Workday Inc., and cer;fied, proven implementa;on firms to provide the best cloud ERP solu;ons available today. Our primary office is 362 Old Hollow Road Sperryville VA 22740. WORKDAY Workday is a leading provider of enterprise cloud applica;ons for financial management, human capital management, analy;cs, and student applica;ons designed for the world's largest organiza;ons as well as educa;onal ins;tu;ons, government agencies, and non-profits. We offer innova;ve and adaptable technology focused on the consumer Internet experience and cloud delivery model. Workday applica;ons are designed for global enterprises to manage complex and dynamic opera;ng environments. They provide our customers highly adaptable, accessible, and reliable applica;ons to manage cri;cal business func;ons that enable them to op;mize their financial and human capital resources. Workday began offering our HCM applica;on in 2006 and our Financial Management applica;on in 2007. Since then Workday has con;nued to invest in innova;on and have consistently introduced new services to our customers. Workday’s cycle of frequent updates has facilitated rapid innova;on and the introduc;on of new applica;ons throughout their history. Workday, founded in 2005,is headquartered at located at 6110 Stoneridge Mall Rd. Pleasanton CA 94558 Workday: Embrace Growth and Change Change is constant. Whether you’re experiencing workforce, industry or organizational change, your administrative systems must be agile to keep pace with that change. The ability to quickly respond by implementing new policies, processes, and service delivery models can greatly impact workforce sentiment and your organizational culture. Workday helps you meet your workforce where they are to maintain communication, collaboration and connectivity across your organization. With visibility and insight, your organization is empowered with operational and scenario planning to identify and redeploy skills and resources to support new and changing strategies and initiatives. With Workday, your organization will benefit from a platform that delivers the power to adapt with an intelligent data core for data and insights and a personalized and engaging omnichannel experience to help you embrace growth and change. ����������������

Figure 1: Simplify, Transform, Enable Maximize the Value of Your Investment Our customers consistently achieve both strategic and economic value through the optimal use of Workday. Many organizations have experienced lower total cost of ownership by decommissioning existing systems, freeing up time for more innovation and eliminating costs associated with hardware, hosting, upgrades, report writing tools, and multiple mobile applications. Administrative departments have shifted from purely transactional to a more strategic focus and are leveraging processes and technology to save money and scale more effectively. Executives and managers are using the rich insight in Workday to drive decision-making.

Figure 2: Maximum Value with Workday’s Unique Architecture ����������������

And at Workday, we are always innovating. Machine learning is built into the Workday technology platform and unlike some competitors, it’s not built on a separate PaaS platform, which enables Workday to avoid all the complexity and security concerns associated with that architecture. And with Workday, we don’t charge extra for machine learning capabilities unlike other competitors that have separate SKUs that are required to leverage machine learning capabilities. Workday offers comprehensive security and data privacy in compliance with major standards such as SOC2, ISO 27001, ISO 27017, ISO 27018 and ISO 27701. We continuously monitor new and evolving security and data privacy standards, such as Privacy Shield and GDPR, and quickly build compliance as these standards evolve to ensure your data is always secure. In addition, Workday is the only cloud vendor that provides a service level agreement on uptime and performance, ensuring the system is always available to meet your needs. And Workday is proven. Thousands of organizations ranging from 500 to 2,000,000 employees have selected Workday as their partner. Despite hyper growth of 102 percent in transaction volume, Workday maintains a 95% or higher customer satisfaction rating. It’s a level that is enviable in any industry, and particularly unheard of in enterprise software. We’ve earned that rating because our customer-first philosophy permeates the company, energizes our team, and drives us to continually delight customers. We are here for one reason—to make our customers successful. EUNA SOLUTIONS Euna Solu;ons- GTY Technology Holdings Inc. (GTY), dba Euna Solu;ons (Euna), was formed in February of 2019. Euna Solu;ons is a leading provider of purpose-built, cloud-based public sector solu;ons powering cri;cal administra;ve func;ons and financial opera;ons by offering easy-to-use solu;ons for procurement, payments, grants management, budge;ng, permiing and K-12 administra;on. Euna is supercharging digital transforma;on and streamlining business processes through a rela;onship-centered, service-focused approach. Euna Solu;ons is a team of 500+ employees, a trusted partner to more than 3,000 government and public sector organiza;ons across Canada and the Unites States. Euna is headquartered at 363 W. Erie Street, Floor 7 in Chicago, Illinois 60654 DEBTBOOK Established: 2019. Corporate Office LocaKon: 1930 Camden Road Charloke, North Carolina With the support of many governments and nonprofits, Tyler Traudt formed the company in early 2019. He was quickly joined by Erik Pelle;er as a co-founder, having spent a career developing technology products, most recently as the Chief Digital Officer and VP of Product at MIT. Marty Feinstein joined to provide our team with the finance specific programming exper;se required aLer spending 30+ years in public finance, most recently as the Head of Finance Structure Group at Ci;group. This team has built out DebtBook to currently provide over 2,200 public sector clients with Treasury Management SoLware including Debt, Cash, Lease, and Subscrip;on management soLware that is built specifically for government finance teams. We akribute our growth at DebtBook to our desire to con;nually collect feedback from the market and bring tools that directly address the challenges expressed by both clients and the public at large. As we have con;nued to listen to the market, we have ����������������

heard the need for products addressing Cash Management, Investment Management, Contract Management, Con;nuing Disclosure, Rebate Repor;ng, Forecas;ng, Financial Planning & Analysis, and much more. 2. Describe supplier’s reputa;on in the marketplace. IRON BRICK Iron Brick has been solving complex technology challenges since 2006. We have received partner awards from OEM’s like NetApp and Cisco, and accolades from governments customers across the country and overseas. We are ISO cer;fied and strive for con;nuous improvement in support of our customers. WORKDAY Workday is a leading cloud-hosted all-in-one financial and human resources management soLware company. Their planorm is designed to streamline the way organiza;ons handle their money, payroll and people management. Workday has been named a Leader in the recent Gartner Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises. Workday was recognized as a Leader for the eighth consecutive year and positioned the highest for overall Ability to Execute. Workday retains its leadership position by continuing to deliver superior ownership experience and its extensive investment in innovation helping customers succeed in the changing world of work. ����������������

ObjecNve Workday CapabiliNes Customer Evidence Deploy a cloud-based system and leverage modern ERP technology Workday is built and delivered on a true cloud architecture; resilient, elas;c, and secure. With all customers on the same version, no one is leL behind. Workday’s approach and adaptable architecture enables you to tailor Workday to your needs primarily through configuraNon, not customizaNon, and without heavy involvement from IT specialists. “Workday has enabled us to have standardization but also the ability to configure it in ways that meet our individual needs.” Pierce County, WA Simplify systems to reduce risk and long-term maintenance costs Workday manages all the necessary underlying infrastructure (hardware, databases, network connec;vity, security, and middleware) required to deliver a world-class system, so you don't have to. Every aspect is managed within a responsive cloud environment that is uniform across our customer base, delivering tremendous cost savings and operaNonal innovaNon while reducing risk in the short and long term.

Consolidated core applications and saved $1.6M annually Clark County, WA Improve system integraNons Workday is designed from the ground up with interoperability in mind, offering a fit-for-purpose integration platform allowing you to easily connect existing and future systems with Workday.

Moved from team of 16 people managing 23 servers → team of 5 people managing 150 integrations City and County of Denver, CO Enhance user experience Inspired by consumer internet design principles, Workday behaves a lot like the intuitive and intelligent apps we all use every day. Our user experience strategy focuses on simplicity and mobility, and we are committed to providing enterprise solutions that are collaborative and accessible anytime, anywhere, and from any device, including tablets and smartphones. “We just hired someone who told me she was stunned at how easy the system was to use and navigate.”

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With Workday, there aren't different user experiences for power users and self-service users, which is the case for many of our competitors.

Tulsa County, OK
Standardize and improve business processes to reduce manual data entry Workday provides 600+ built-in and configurable business processes based on best pracNces that drive automaNon and opera;onal efficiency so staff can focus less on transac;on processing and more on analysis and ac;on.

Standardization of processes realized savings of $2.5M in IT costs 40 agencies standardized operations 370,000 pieces of paper removed City of Baltimore, MD Improve reporting and data quality Workday’s built-in analy;cs eliminates the need for external repor;ng tools and systems. All users can access the informaNon they are authorized to see when they need it, helping to improve the overall opera;onal intelligence throughout the Town. In addi;on, Workday will enable the Town to enforce data quality standards through features like always-on-audit and custom valida;ons for field entries. “With Workday, our finance department is in a better position than ever to empower our managers to get the information they need out of the system.” City of Akron, OH Improve workflows and efficiency of all systems Workday’s Business Process Framework (BPF) is a powerful and easy-to-use set of tools built with customers in mind. It enables customers to configure and maintain core process flows within the Workday product lines to connect people, applicaNons, and services. At the heart of Workday applica;ons, the BPF is where all transac;on-related changes to data—also known as “events” - originate.

Decreased payroll processing time by 50% Saved 100,000 pieces of paper from HR & Finance processes Cut report generation time from days to on-demand

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EUNA SOLUTIONS Euna Solu;ons is recognized in the marketplace as a leading provider of purpose-built, cloud-based solu;ons for the public sector. Euna Solu;ons is recognized on Government Technology’s GovTech 100 list, an annual list of the top 100 companies focused on making a difference in and selling to state and local government agencies across the U.S. To learn more, visit www.eunasolu;ons.com. DEBTBOOKS Debtbooks client success team is constantly seeking feedback from the market as we look to con;nue solving the market’s challenges. One component of feedback we collect is a Net Promoter Score. This score is a standardized, single ques;on survey that purports to measure customer loyalty. Because it is standardized it also allows companies to compare their results against others in the same business segment. NPS scores range from -100 to 100, so it is a 200 point scale with anything above 0 being considered good, above 20 is great, and above 50 is amazing. DebtBook is proud to say our Net Promoter Score is 50. We believe this speaks to the market’s recogni;on that our products and services directly meet the business needs and challenges the public sector faces every day. 3. Describe supplier’s reputa;on of products and services in the marketplace. IRON BRICK Iron Brick doesn’t offer our own products, but we partner with the leading IT solu;on companies to solve complex customer problems. We have built a strong reputa;on and past performance with numerous government contracts. WORKDAY Workday is a leading cloud-hosted all-in-one financial and human resources management soLware company. Their planorm is designed to streamline the way organiza;ons handle their money, payroll and people management. Workday has been named a Leader in the recent Gartner Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises. Workday was recognized as a Leader for the eighth consecutive year and positioned the highest for overall Ability to Execute. Workday retains its leadership position by continuing to deliver superior ownership experience and its extensive investment in innovation helping customers succeed in the changing world of work. Workday Human Capital Management (HCM): Workday HCM is built as one system with a single source for data, single security model, and single user experience. It offers organiza;ons a cloud-based system that evolves to meet changing business objec;ves in a changing world. Now, HR teams can focus on the things that maker: talent strategy, employee experience, and long-term growth. Workday HCM delivers informa;on and transac;on flexibility to employees, managers, and execu;ves, and provides the infrastructure to improve an organiza;on’s effec;veness and efficiency. ����������������

Workday Payroll: Workday Global Payroll provides customers with a single planorm that houses a combina;on of the best local and interna;onal services and technology, making global payroll management a simple and efficient process. Workday Scheduling & Labor OpNmizaNon: Workday Scheduling and Labor Op;miza;on is an intelligent, worker-first scheduling solu;on that matches labor demands with worker preferences, to generate op;mized shiL schedules for both workers and the business. Workday Talent OpNmizaNon: Workday Talent Op;miza;on enables organiza;ons to execute with purpose, elevate their workforce and embrace a new era of talent mobility. Driven by Workday Skills Cloud, Workday Talent Op;miza;on is a crucial puzzle piece in solving the skills challenge. Workday Talent Op;miza;on informs organiza;ons what talent they have today and decides how best to buy, build or borrow for the needs of the workforce tomorrow—a world-class workforce agility solu;on. Workday RecruiNng: Workday Recrui;ng is an end-to-end talent acquisi;on applica;on built to help recrui;ng teams find, engage, and select the best and most diverse internal and external candidates for their organiza;on. Workday Recrui;ng is seamlessly integrated with Core HCM, which enables organiza;ons to manage the full talent lifecycle from workforce planning, to sourcing (internal/external), interview management, offers, pre/post day-1 onboarding, through succession planning for internal and external candidates on a single planorm. Workday CompensaNon: Workday Compensa;on provides tools for making op;mal decisions across the organiza;on—from craLing compe;;ve packages that will akract the best talent to rewarding employees for outstanding performance. Workday Compensa;on elevates basic func;onality to a strategic tool, empowering employees and key stakeholders in the compensa;on planning process. Workday Benefits: Workday Benefits empowers your HR organiza;on to evaluate, select, and offer the most appropriate benefits plans for your workforce, all while providing a personalized and transparent experience for employees. Workday Workforce Planning: Workday Adap;ve Planning empowers HR, finance, and business leaders to collabora;vely assess and plan their current and future workforce capacity to meet talent demands—then together with Workday HCM quickly put approved plans into ac;on. Workday Time and Absence: Global at the core, Workday Time Tracking and Absence Management are designed for organiza;ons to collect, process and distribute ;me and absence data to manage ;me and labor for their global workforces, elimina;ng manual processes and streamlining ;me consuming tasks so that customers increase produc;vity, reduce labor costs, and minimize compliance risks. FINANCE Workday Financial Management: Workday Financial Management is for accoun;ng and finance organiza;ons who aspire to be more strategic and who are dissa;sfied with the limita;ons and complexity of their current ERP solu;on. Workday delivers a na;ve cloud financial management solu;on, combining in-memory accoun;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a planorm that uniquely addresses the complex, global, and evolving regulatory requirements of IFRS/GAAP , Workday enables decisive and sustainable growth today and into the future. The Workday Financial Management offering includes a broad range of capabili;es including: GL, AP , AR, Cash Management, Revenue Management, Asset Management, as well as repor;ng and analy;cs. ����������������

Workday AdapNve Financial Planning: Workday Planning provides the ability for Customers to create financial planning models for the purpose of suppor;ng the financial planning process. Workers may interact with the financial planning model for the purposes of data entry, forecas;ng, repor;ng and analysis. Workday Projects: Workday Projects, is part of our Professional Services Automa;on solu;on, which captures all ac;vity by project for billable projects, is ideal for service-based organiza;ons who require a strategic solu;on and consolidated planorm to manage their projects, people and finances. However, Workday Projects can also be used by any organiza;on, including product-based businesses to track projects across their enterprise. Workday Projects is a na;ve cloud solu;on that combines in-memory compu;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a founda;on that addresses project management requirements, Workday enables decisive insight and control and facilitates sustainable growth into the future. Workday Expenses: Workday Expenses brings together a user-friendly experience with enterprise-grade expense management func;onality. Employees can quickly and easily scan interna;onal receipts and submit for reimbursement via Slack or MicrosoL Teams or directly in Workday. And organiza;ons gain the ability to con;nuously set controls and capture, monitor, analyze and control employee spend more accurately. Workday Inventory: Workday Inventory is a true cloud applica;on that addresses the internal inventory management needs of today’s organiza;ons. Workday Inventory brings a fresh approach to tradi;onal internal materials management with a modern user experience, flexible framework, and mobile accessibility to provide users with the ability to perform a number of transac;ons, whether on the floor or on the go. Workday Procurement: Workday Procurement is a modern, user-friendly enterprise solu;on that is unified with the suite of Workday applica;ons to support the unique requirements of indirect procurement. With powerful embedded repor;ng and analy;cs based on real-;me data, Workday Procurement provides visibility across the en;re procure-to-pay (P2P) process to help purchasing departments strategically manage costs, minimize out-of-policy spend, and op;mize purchasing power. Workday Strategic Sourcing: Workday Strategic Sourcing is a collabora;ve, cloud-based solu;on that makes sourcing a truly strategic arm of the business by providing greater visibility throughout the en;re sourcing and supplier engagement process. Workday Strategic Sourcing encompasses everything from project intake and RFx to contracts and supplier management, helping streamline the source-to-contract process, centralize procurement data, and drive beker business outcomes. Workday Student A New Student System to Transform the Market Workday has its origins in higher educa;on. Founder Dave Duffield showed par;cular affinity to that industry when crea;ng his prior companies, Integral, Informa;on Associates, and PeopleSoL. As Workday grew, Dave saw how the Workday HCM and Financial Management applica;ons were transforming higher educa;on ins;tu;ons, and he knew he could assemble a world-class team to bring that same level of innova;on to the student-focused areas at an ins;tu;on. And so, the idea for Workday Student was born. ����������������

Different by Design In Workday’s eyes, the ideal student system would fully support an ins;tu;on’s mission of teaching, learning, and research; offer visibility, insight, and prescrip;ve engagement into every student’s path toward fluid or defined educa;onal objec;ves; and handle diverse and flexible curricula and degree programs. It would include mobile and self-service capability, built-in business intelligence, and execu;ve dashboards. It would be configurable, modern, easy-to-use, and delivered in the cloud. And it would work seamlessly with Workday Financial Management, HCM, Payroll, and Grants Management. EUNA SOLUTIONS Euna offers a full suite of best in class SaaS solu;ons for the government sector. We offer solu;ons for Procurement, Budgets, Payments, Grants and Special Educa;on. In respect to the scope of this RFP , the per;nent products and services are Budget Enterprise, Budget Professional, and Procurement, which are detailed below. In respect to Budgets, Euna offers two, best-in-class solu;ons for budge;ng: Euna Budget Enterprise and Euna Budget Professional. Budget Enterprise is designed for larger, more complex budgets requiring heavy, expert configura;on while Budget Professional is a more turnkey product designed best suited for midsized organiza;ons. Both solu;ons are purpose-built for public sector budge;ng and can accommodate any size jurisdic;on. Budget Enterprise Euna Budget Enterprise, previously known as Sherpa’s Budget Formula;on and Management (BFM), has served the public sector budge;ng soLware industry for more than 20 years. Sherpa was established in 2004, and began marke;ng BFM in 2014. Budget Enterprise was designed for large, complex public sector clients, with the understanding that processes not only need to be precise but also flexible as needs and priori;es shiL over ;me. With this core premise, Budget Enterprise has been successfully implemented for 31 public en;;es, with annual budgets ranging from $101 million to more than $67 billion. To date, Budget Enterprise is u;lized by 7 States, 19 Coun;es with budgets over $1 billion, and several large Ci;es. Budget Enterprise offers a budget formula;on and management solu;on tailored to the specific needs of large, complex public sector and state agencies and covering all aspects of budget development and management. Our robust repor;ng tool supports complex and highly configurable analy;cs, “what-if” analyses, modeling, forecas;ng and planning without the need for technical exper;se. Clients can publish highly customized, polished and professional Government Finance Officers Associa;on (GFOA) award winning budget books with just a click, and share select budget data with the public through our Transparency module. Euna Budget Enterprise is seen in the marketplace as experts in budge;ng and budget soLware with unparalleled support. Budget Enterprise projects are staffed with func;onal and technical consul;ng experts who average 10+ years of public sector experience. This experience paired with flexible, comprehensive soLware and excellent support are why Budget Enterprise is the go-to budget solu;on for SAP and Workday. Our track record speaks to the reputa;on of our soLware and services: • 100% Project Success Rate. We have never had a failed implementation. • 100% of Project Go-Lives Met. We have never missed a go-live date. Every project has been delivered on-time. • 100% On or Under Project Budget. We have never exceeded the costs for a project. All projects have been delivered either on budget or even below budget. ����������������

• Industry-leading Customer Satisfaction Scores. Our customer satisfaction scores consistently average 9+/10. As further support a recent survey of our customers evidenced an unprecedented Net Promotor Score (NPS) of seventy-two (72) from our customers. Budget Professional Euna Budget Professional, previously known as Ques;ca, is widely recognized as a leading solu;on in the public sector budge;ng landscape. With over 26 years of dedicated service to government and public sector organiza;ons, Budget Professional has been deployed by more than 1,000 agencies across North America. This extensive experience reflects a deep understanding of the unique challenges in public sector budge;ng, from complex personnel and capital planning to precise, goal-driven financial alignment. The planorm is highly regarded for its modular flexibility, suppor;ng everything from opera;ng budgets and personnel forecas;ng to capital projects and performance tracking. Euna Budget Professional’s emphasis on collabora;on and transparency drives an average 25% reduc;on in ;me spent on budge;ng tasks while promo;ng a more streamlined, cohesive budget cycle. Its ability to create and publish budget books that meet Government Finance Officers Associa;on (GFOA) award standards underscores the planorm’s commitment to high-quality, accessible public financial informa;on. Euna Budget Professional also has a 97% customer reten;on rate, reflec;ng both user sa;sfac;on and the planorm’s ongoing value to public sector agencies. This reputa;on is backed by responsive, knowledgeable customer support and long-term partnerships that drive mutual success. Procurement Euna Procurement, which consolidates the strengths of Bonfire, IonWave, and EqualLevel, is celebrated in the public procurement field for enabling efficiency, compliance, and strategic value. Serving over 3,000 government agencies, Euna Procurement facilitates the complete procurement cycle with a comprehensive suite of tools tailored to meet the specific needs of public sector procurement teams. Made up of four key, end-to-end procurement modules: Sourcing, Contrac;ng, Marketplace, and Invoicing, Euna Procurement is known for its ;mesaving and compliance-enhancing capabili;es, helping agencies reduce procurement cycle ;mes by 50% on average. The planorm’s integra;on with North America’s largest supplier network amplifies compe;;on, providing agencies with access to more than 850,000 qualified vendors and ensuring the best value for public resources. This centralized shopping marketplace paired with a contract tracking module further streamline procurement, enhancing transparency and ensuring responsible budget management. Its AI-powered Savings Advisor and proac;ve compliance features empower procurement professionals to monitor spend, mi;gate risks, and ensure adherence to regulatory requirements. Euna Procurement’s reputa;on for reliability is complemented by a robust customer support network and a collabora;ve community of public procurement professionals. With resources like the peer RFx library and coopera;ve contract search, agencies benefit from shared exper;se, fostering smarter procurement strategies that best serve community interests. Euna Procurement’s user-centric design and impacnul results make it the trusted choice for public procurement professionals striving to achieve cost-effec;ve, compliant, and community-centered outcomes. ����������������

DEBTBOOK Debtbook’s client success team is constantly seeking feedback from the market as we look to con;nue solving the market’s challenges. One component of feedback we collect is a Net Promoter Score. This score is a standardized, single ques;on survey that purports to measure customer loyalty. Because it is standardized it also allows companies to compare their results against others in the same business segment. NPS scores range from -100 to 100, so it is a 200 point scale with anything above 0 being considered good, above 20 is great, and above 50 is amazing. At DebtBook, we are proud to say our Net Promoter Score is 50. We believe this speaks to the market’s recogni;on that our products and services directly meet the business needs and challenges the public sector faces every day. 4. Describe the experience and qualifica;on of key employees. IRON BRICK Iron Brick Associates LLC’s execu;ve leadership has iden;fied this contract as a cri;cal component to becoming the premier ERP cloud solu;on provider in the State, Local, and Educa;on market. Execu;ve Sponsor and President, Zebulon Mellek. It Execu;ve with over 20 years experience working with SLED organiza;ons and building teams. General Counsel, Peter Sirh Over 20 years legal experience. Previous General Counsel at a Mul;-billion dollar SaaS products reseller. Chief Opera;ng Officer, Kevin Murphy, 0ver 18 years suppor;ng government customers, building team, ensuring customer success. Workday’s significant size makes it prohibi;ve to include a list of key employees. Corporate leadership informa;on is available at workday.com investor rela;ons. The State & Local business unit leader is: Group Vice President, SLED Robert Steele EUNA SOLUTIONS Euna Solu;ons key employees all have over 10 years of relevant experience, and some, like Euna Budget Enterprise, have over 26 years in the field. Our Budget employees understand challenges oLen faced in budget offices, processes cri;cal to successful budget management and execu;on and the set of diverse users interac;ng with the budget system. This experience not only with the soLware, but working in budget offices, allows the Budget team to speak your language and guide you through every aspect of budget development. DEBTBOOK Tyler Traudt, Co-Founder and CEO Tyler has spent his en;re career helping governments and nonprofits finance projects. As both an investment banker and financial advisor, he gained firsthand experience with the challenges faced by finance teams as they plan for, execute, and manage their debt. ����������������

Erik PelleNer, Co-Founder and Head of Product Joining DebtBook aLer spending five years as the Chief Digital Officer and VP of Product at MIT, Erik has spent his career developing easy to use soLware for both businesses and consumers. Brendan Mannion, VP of Finance Product Enablement Brendan joined DebtBook aLer 10 years of experience working at Ci;group in their public finance investment banking division. He is commiked to providing more effec;ve tools to the public sector. Brendan and his team oversee the development of our Treasury products. Marty Feinstein, AnalyNcs Director Mar;n Feinstein leL Ci;group as a director and head of the Finance Structuring Group within the Public Finance Department aLer a 26 year career. Mr Feinstein had three main responsibili;es throughout his career: (1) working with municipali;es (e.g., New York City, State of California) to help them create financing plans and execute those plans to finance their project needs (2) create user friendly Excel models for municipal authori;es to allow them to analyze their own financial needs, (3) train and develop Public Finance (and some Corporate Finance) analysts in the math of financial structuring and the execu;on of financing transac;ons. Michael Juby, Chief OperaNng Officer Michael joined DebtBook in May 2021 as the Head of Business Development. Before joining DebtBook, Michael served for six years as a registered municipal advisor at First Tryon Advisors, one of the leading municipal advisory firms in the Southeast, where he led the team’s higher educa;on and nonprofit prac;ce. Michael spent the first 11 years of his career at Parker Poe Adams & Bernstein LLP , where he was a partner in the firm’s public finance prac;ce group. Melissa Buehler, Senior Manager - ImplementaNon Melissa Buehler is the Senior Manager of Implementa;on at DebtBook. Melissa has spent the last 3 years specializing in implemen;ng and managing large, complex issuers throughout the public sector. 5. Describe supplier’s experience working with the government sector. IRON BRICK Based just outside of Washington DC, Iron Brick has supported government customers since our founding in 2006. We have managed several hundred million dollars in government contracts suppor;ng Federal, State & Local, and Higher Educa;on customers across the country and around the world. We have teamed with leading system integrators to deliver complex IT solu;ons and solve the complex problems facing leading IT organiza;ons. We have worked across a range of highly secure networks and customer requirements to ensure users needs are met. The government mission and requirements are core to Iron Brick’s experience as a company and con;nued path forward. Our leadership team has decades of experience suppor;ng government customers. WORKDAY Workday offer their full planorm of technologies to the State & Local, Federal, and Special Districts market place. Workday Human Capital Management (HCM): Workday HCM is built as one system with a single source for data, single security model, and single user experience. It offers organiza;ons a cloud-based system that evolves to meet changing business objec;ves in a changing world. Now, HR teams can focus on the ����������������

things that maker: talent strategy, employee experience, and long-term growth. Workday HCM delivers informa;on and transac;on flexibility to employees, managers, and execu;ves, and provides the infrastructure to improve an organiza;on’s effec;veness and efficiency. Workday Payroll: Workday Global Payroll provides customers with a single planorm that houses a combina;on of the best local and interna;onal services and technology, making global payroll management a simple and efficient process. Workday Scheduling & Labor OpNmizaNon: Workday Scheduling and Labor Op;miza;on is an intelligent, worker-first scheduling solu;on that matches labor demands with worker preferences, to generate op;mized shiL schedules for both workers and the business. Workday Talent OpNmizaNon: Workday Talent Op;miza;on enables organiza;ons to execute with purpose, elevate their workforce and embrace a new era of talent mobility. Driven by Workday Skills Cloud, Workday Talent Op;miza;on is a crucial puzzle piece in solving the skills challenge. Workday Talent Op;miza;on informs organiza;ons what talent they have today and decides how best to buy, build or borrow for the needs of the workforce tomorrow—a world-class workforce agility solu;on. Workday RecruiNng: Workday Recrui;ng is an end-to-end talent acquisi;on applica;on built to help recrui;ng teams find, engage, and select the best and most diverse internal and external candidates for their organiza;on. Workday Recrui;ng is seamlessly integrated with Core HCM, which enables organiza;ons to manage the full talent lifecycle from workforce planning, to sourcing (internal/external), interview management, offers, pre/post day-1 onboarding, through succession planning for internal and external candidates on a single planorm. Workday CompensaNon: Workday Compensa;on provides tools for making op;mal decisions across the organiza;on—from craLing compe;;ve packages that will akract the best talent to rewarding employees for outstanding performance. Workday Compensa;on elevates basic func;onality to a strategic tool, empowering employees and key stakeholders in the compensa;on planning process. Workday Benefits: Workday Benefits empowers your HR organiza;on to evaluate, select, and offer the most appropriate benefits plans for your workforce, all while providing a personalized and transparent experience for employees. Workday Workforce Planning: Workday Adap;ve Planning empowers HR, finance, and business leaders to collabora;vely assess and plan their current and future workforce capacity to meet talent demands—then together with Workday HCM quickly put approved plans into ac;on. Workday Time and Absence: Global at the core, Workday Time Tracking and Absence Management are designed for organiza;ons to collect, process and distribute ;me and absence data to manage ;me and labor for their global workforces, elimina;ng manual processes and streamlining ;me consuming tasks so that customers increase produc;vity, reduce labor costs, and minimize compliance risks. • Finance Workday Financial Management: Workday Financial Management is for accoun;ng and finance organiza;ons who aspire to be more strategic and who are dissa;sfied with the limita;ons and complexity of their current ERP solu;on. Workday delivers a na;ve cloud financial management solu;on, combining in-memory accoun;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a planorm that uniquely addresses the complex, global, and evolving regulatory requirements of IFRS/GAAP , Workday enables decisive and sustainable growth today and into the future. The Workday Financial Management offering includes a broad range of capabili;es including: GL, AP , AR, Cash Management, Revenue Management, Asset Management, as well as repor;ng and analy;cs. Workday AdapNve Financial Planning: Workday Planning provides the ability for Customers to create financial planning models for the purpose of suppor;ng the financial planning process. Workers may ����������������

interact with the financial planning model for the purposes of data entry, forecas;ng, repor;ng and analysis. Workday Projects: Workday Projects, is part of our Professional Services Automa;on solu;on, which captures all ac;vity by project for billable projects, is ideal for service-based organiza;ons who require a strategic solu;on and consolidated planorm to manage their projects, people and finances. However, Workday Projects can also be used by any organiza;on, including product-based businesses to track projects across their enterprise. Workday Projects is a na;ve cloud solu;on that combines in-memory compu;ng and analy;cs with a consumer-friendly user experience and innova;ve technologies like machine learning. Built on a founda;on that addresses project management requirements, Workday enables decisive insight and control and facilitates sustainable growth into the future. Workday Expenses: Workday Expenses brings together a user-friendly experience with enterprise-grade expense management func;onality. Employees can quickly and easily scan interna;onal receipts and submit for reimbursement via Slack or MicrosoL Teams or directly in Workday. And organiza;ons gain the ability to con;nuously set controls and capture, monitor, analyze and control employee spend more accurately. Workday Inventory: Workday Inventory is a true cloud applica;on that addresses the internal inventory management needs of today’s organiza;ons. Workday Inventory brings a fresh approach to tradi;onal internal materials management with a modern user experience, flexible framework, and mobile accessibility to provide users with the ability to perform a number of transac;ons, whether on the floor or on the go. Workday Procurement: Workday Procurement is a modern, user-friendly enterprise solu;on that is unified with the suite of Workday applica;ons to support the unique requirements of indirect procurement. With powerful embedded repor;ng and analy;cs based on real-;me data, Workday Procurement provides visibility across the en;re procure-to-pay (P2P) process to help purchasing departments strategically manage costs, minimize out-of-policy spend, and op;mize purchasing power. Workday Strategic Sourcing: Workday Strategic Sourcing is a collabora;ve, cloud-based solu;on that makes sourcing a truly strategic arm of the business by providing greater visibility throughout the en;re sourcing and supplier engagement process. Workday Strategic Sourcing encompasses everything from project intake and RFx to contracts and supplier management, helping streamline the source-to-contract process, centralize procurement data, and drive beker business outcomes. EUNA SOLUTIONS The goal of Euna Solu;ons is to bring together and elevate best-in-class solu;ons for public sector finance and administra;ve professionals. Government is and has been the sole focus of Euna Solu;ons since its incep;on. A strategic integra;on of a handful of government technology companies, Euna key employees all have over 10 years of relevant experience, and some, like Euna Budget Enterprise, have over 26 years in the field. This history and experience in the market means that the combined company, Euna, has unprecedented experience in the public sector, par;cularly for planning, budge;ng, and procurement. For example, Euna Budgets manages $518 Billion annually - with over $30 Billion for capital investments and over 1M posi;ons managed - across over 1,000 agencies. Euna Procurement has 3,000+ teams u;lizing our solu;on to manage over $30 Billion in tens of thousands of purchases each year. And Euna’s Grants, Payments, and Special Educa;on tools are used by millions of residents every year. To see more detail on our extensive public sector experience, visit Euna Solu;ons | Purpose-Built SoLware for the Public Sector. ����������������

Among our company of 500+ employees over 25 percent have worked in the public sector, and many have 10+ years of experience working with public sector as well. Amongst the senior a vast majority have significant experience in government or with government as a vendor or partner, including Tom Amburgey (Chief Execu;ve Officer), a former local government CIO, Chris Kubis (Chief Informa;on Security Officer) the former CISO for the NSA, Brian Haney (Chief Customer Officer), a Navy reservist and senior execu;ve at Deltek, and John Alexander (Chief Product Officer) and founder and CEO of IonWave Technologies. DEBTBOOK DebtBook is built specifically for public sector treasury and accoun;ng teams and we are proud to work with more than 2,200 public sector customers making up 99% of our total customer base. These customers include some of the largest ci;es and states throughout the country to some of the most underserved ci;es, coun;es, school districts, and special districts. 6. Describe any social diversity ini;a;ves. IRON BRICK Iron Brick, as a small business, does not have any specific social diversity ini;a;ves. Since our founding we have sought to hire smart people with a range of experiences and backgrounds. We seek to create an environment of mutual respect and a collabora;ve team seing where each person can draw upon their experiences to contribute and create solu;ons. WORKDAY Workday believes that belonging happens when we connect with our communi;es. Through our Employee Belonging Councils (EBCs)—employee alliances focused on engaging with underrepresented communi;es—we’re doing just that. Our Employee Belonging Councils. Through engagement, EBCs build knowledge, create safe spaces, foster innovation, enable business initiatives, and engage in community outreach. Our commitment to building a more equitable world shines through in our everyday practices. We hire and develop a diverse workforce, cultivate our employee-first culture, shape corporate policies, and invest in underrepresented communities around the world. And we’re just getting started. VIBE™ (Value Inclusion, Belonging, and Equity) is creating a workplace where all employees are valued for their unique perspectives, respected as integral to the Workday community, and given equal access to opportunity. How we’re creating a workplace for all: • We’ve signed the White House Equal Pay Pledge. We’ve put our name on the Business Statement for Transgender Equality. • We signed the CEO Action for Diversity & Inclusion Pledge. ����������������

EUNA SOLUTIONS Euna has a comprehensive DEI&B program including but not limited to training on unconscious bias, cultural competence, microaggressions, LGBTQ+ inclusion, etc. as well as cultural ini;a;ves. In respect to the hiring, Euna has an affirma;ve ac;on recruitment policy and accessible employment standards policy. DEBTBOOK Women in Public Finance - DebtBook sends 3 to 5 representa;ves to the annual Women in Public Finance Conference and has recently tried to start a North Carolina Chapter for Women in Public Finance. Diversity & Inclusion Training - Every DebtBook employee is required to complete an annual Diversity & Inclusion Training. Equitable Hiring Program - We have implemented a consistent interview process with documented feedback for each open role to make sure our hiring process is equitable. 7. Describe past li;ga;on, bankruptcy, reorganiza;on, state inves;ga;ons of en;ty or current officers and directors. Iron Brick does not have access to the breath of pending or past li;ga;on for Workday. Much of the informa;on should be accessible upon request. As a public company they are not in bankruptcy. The rest of the Iron Brick team including DebtBook and Euna has no issues with past li;ga;on, bankruptcy, reorganiza;on, state inves;ga;ons of en;ty or current officers and directors 8. Provide a minimum of 5 customer references rela;ng to the products and services within this RFP . Include en;ty name, contact name and ;tle, contact phone and email, city, state, years serviced, descrip;on of services and annual volume. References Client SectorContact NameContact Title Contact Information Phone Service Description Years
Serviced
IronBrick via OmniaCity of ClevelandS&LKimberly Roy-WilsonCommisioner [email protected] onlyWorkday HCM/FIN<1 Workday Stevens Institute of
Technology HEMichael ParenteVP Information [email protected] email only Workday HCM,
Finance, Student11
New Jersey Institute of
Technology HEEd WozencroftCIO [email protected] email only Workday HCM,
Finance, Student<1
Northampton Community
College HEDeborah BurakCIO [email protected] only Workday HCM,
Finance, Student7
Euna SolutionsSchool District of
Philadelphia S&LJoe D’AlessandroDeputy Chief of Grant
Compliance and Fiscal [email protected](215) 400-6540Grants, Budget, Reporting, other18
Laredo ISD S&LHector Mejia Procurement [email protected] (956) 273-1081 eSourcing 2 Wicomico Public SchoolsS&LDonna RussitanoBudget Manager [email protected] (410) 677-4539Euna Budgeting 5 Debtbook
City of Raleigh S&LShelle BoudreauFinancial Services [email protected](919) 996-4965 Debt Management,
Lease Management,
Subscription
Management
3 City of MinneapolisS&LDave Wheeler Manager of Debt &
Investments [email protected](612) 673-3775 Debt Management,
Lease Management,
Subscription
Management
2 City of AlexandriaS&LKendel Taylor Finance Director phone is preferred (703) 746-3741 Debt Management,
Lease Management,
Subscription
Management
3 University of CincinnatiHEAngie Yemma-MontagAssistant Director of Business Affairs [email protected](513) 556-3158 Debt Management2 ����������������

REFERENCE FROM EUNA BUDGET ENTERPRISE Entity Name: School District of Philadelphia, PA. Office of Management and Budget Contact Name, Title: Joe D’Alessandro, Deputy Chief of Grant Compliance and Fiscal Services Phone: (215) 400-6540 Email: [email protected] City, State: Philadelphia, Pennsylvania Years Serviced: September 2006 (18 years) Description of Services: Budget Enterprise components for: • Operating Budgets • Grants Management • Personnel Cost Forecasting • Budget Management and Execution • Reporting • Budget Books created through our Print Publishing module Annual Volume: $4.8 Billion (2024) REFERENCE FROM EUNA PROCUREMENT Name: Laredo ISD Contact Name, Title: Hector Mejia, Procurement Director Phone: (956) 273-1081 Email: [email protected] City, State: Laredo, Texas Years Serviced: February 2022 (2 years) Description of Services: eSourcing, Intake, SSO, Bidtables, Questionnaires REFERENCE FROM EUNA BUDGET PROFESSIONAL Name: Wicomico Public Schools Contact Name, Title: Donna Russitano, Budget Manager Phone: (410) 677-4539 Email: [email protected] City, State: Salisbury, Maryland Years Serviced: Since 2019 (5 years) Description of Services: Euna Budget has been implemented at Wicomico Public Schools with Operating and Personnel modules and integrates with SunGard ERP. Annual Volume: $180,000,000 annual budget REFERENCE FROM DEBTBOOK City of Raleigh, NC ● Contact Name & Title: Shelle Boudreau, Financial Services Manager ● Contact Phone & Email: (919) 996-4965 & [email protected] ● City, State: Raleigh, NC ● Years Serviced: 3 years ● Descrip;on of Services: Debt Management, Lease Management, Subscrip;on Management ����������������

City of Minneapolis, MN ● Contact Name & Title: Dave Wheeler, Manager of Debt & Investments ● Contact Phone & Email: (612) 673-3775 & [email protected] ● City, State: Minneapolis, MN ● Years Serviced: 1.5 years ● Descrip;on of Services: Debt Management, Lease Management, Subscrip;on Management University of CincinnaN, OH ● Contact Name & Title: Angie Yemma-Montag, Assistant Director of Business Affairs - Debt Management ● Contact Phone & Email: (513) 556-3158 & [email protected] ● City, State: Cincinna;, OH ● Years Serviced: 2 years ● Descrip;on of Services: Debt Management City of Alexandria, VA ● Contact Name & Title: Kendel Taylor, Finance Director ● Contact Phone & Email: (703) 746-3741 ● City, State: Alexandria, VA ● Years Serviced: 2.5 years ● Descrip;on of Services: Debt Management, Lease Management, Subscrip;on Management 9. Region 14 ESC reserves the right to make such addi;onal inves;ga;ons as it deems necessary to establish the competence and financial stability of any submiing a proposal. Iron Brick, Euna, DebtBook and Workday are agreeable to this. DebtBook currently holds a contract with OMNIA via contract 14-03 as procured by Region 14 ESC in August 2021. 10. Provide any addi;onal informa;on relevant to this sec;on. Current and Past Guidehouse Public Sector Clients State Government Local Government Federal Government • State of Arizona • State of Arkansas • State of California • State of Colorado • State of Florida • State of Illinois • State of Maine • Chicago Transit Authority • City of Austin • City of Baltimore • City of Chicago • City & County of Denver • City of Detroit • City of Houston • Department of Agriculture • Department of Defense • Department of Education • Department of Energy • Department of Health and Human Services • Dept. of Homeland Security ����������������

Current and Past Guidehouse Public Sector Clients State Government Local Government Federal Government • State of Massachusetts • State of Michigan • State of Minnesota • State of Missouri • State of New Jersey • State of New York • State of Ohio • State of Oklahoma • State of South Carolina • State of South Dakota • State of Texas • State of Vermont • Commonwealth of Puerto Rico • City of Jersey City • City of Los Angeles • City of Memphis • City of Minneapolis • City of New York • City of Philadelphia • City of San Jose • City of Santa Monica • City of Seattle • Metropolitan Transportation Authority (NYC) • Port Authority of New York and New Jersey • Bexar County • Cook County • DuPage County • El Paso County • Harris County • Santa Barbara County • Tarrant County • Travis County • Dept. of Housing & Urban Development • Department of the Interior • Department of Justice • Department of State • Department of Transportation • Department of Treasury • Department of Veterans Affairs • General Services Administration • U.S. Intelligence Agencies

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SECTION V- VALUE ADDED PRODUCTS AND SERVICES 1. Provide any addi.onal informa.on related to products and services supplier proposes to enhance and add value to the contract. We have focused our core response on the SaaS requirements and scope of this RFP. But we recognize customers are ul.mately looking for ‘complete’ solu.ons. This means not just the ability to purchase the soGware required to meet their needs- but selec.ng and contrac.ng with a System Integrator who can implement and deliver the solu.on. We have executed Teaming Agreements with Avaap, Guidehouse, and Strada to join our OMNIA team in the event we receive award. We sought to bring a diversified group of system integrators- all of whom have been veRed and cer.fied by Workday as solu.on implementa.on partners. These companies with proven experience, and a range of consul.ng prac.ce sizes, can support the budgets and requirements of the smallest schools in Region 14 to the needs of the largest coun.es and states in the na.on. We believe our team provides the experience and ability to deliver complete solu.ons the market is looking for. Our team also provides Iron Brick and OMNIA with significant extended reach and rela.onships that will make sure this contract is successful. By adding these leading Workday System Integrators to our OMNIA team we greatly expand our marking and outreach to the SLED markets. Having the support and marke.ng abili.es of these companies will help us posi.on OMNIA & Iron Brick as the first choice for government organiza.ons looking for HR, Finance, and Planning solu.ons. Brining Avaap, Guidehouse, and Strada to our team for this effort will greatly expand our marke.ng presence. Including their services should greatly expand the order size of contracts we execute. We look to address rate cards and services bundle pricing, aGer OMNIA has determined awards for this contract. Over the life of this contract we would aim to con.nue to innovate. We will seek to add addi.onal niche technologies that are complimentary to the Workday plaZorm, such as U.lity billing. Among our current core team of technology partners Euna has several other product offerings that we believe could be aRrac.ve to customers looking to leverage our Iron Brick/Workday OMNIA contract. Euna also offers: Euna also offers Grants, Payments, and Special Educa.on solu.ons. Below are brief descrip.ons of these offerings. For more informa.on visit Euna Solu.ons | Purpose-Built SoGware for the Public Sector. Euna Grants Empower your communi.es with end-to-end grants management, powered by the most reliable network of funding opportuni.es and research. Euna Grants helps state, local, and tribal governments simplify the en.re grants process — including pre-award, post-award, and sub-recipient management — through our end-to-end, purpose-built grants management system, so you can have the resources and .me to deliver on what maRers most for your communi.es. ����������������

Euna Payments Centralized, integrated & equitable revenue collec.on that works for everyone. Euna Payments standardizes payment workflows and simplifies business processes to provide a unified experience for your customers and staff, while streamlining revenue collec.on across every channel and every department. Euna Special Education Op.mizing Student Outcomes - Simplifying special educa.on. Euna Special Educa.on facilitates the en.re special educa.on process, from referral through dismissal, and is backed by a repeatable, data-driven process. Boost confidence in your compliance, staff sa.sfac.on, and student outcomes with a purpose-built solu.on that is designed to enable more .me with students and less .me with paperwork. 2. Provide any addi.onal equipment offerings: Used, Parts, Accessories, Service and Repair, Trade-Ins, may be included by providing a pricing structure for each of these items. IRON BRICK Our SoGware as a Service (SaaS) proposal does not currently include any hardware products. So none is offered at this .me. 3. Describe any equipment recondi.oning and recer.fica.on offerings. IRON BRICK Our SoGware as a Service (SaaS) proposal does not currently include any hardware products. So none is offered at this .me. ����������������
Page | 1 of 14

TEAMING AGREEMENT
This TEAMING AGREEMENT (“Agreement”) made this ___ day of __________ (“Effective Date”), by and between Iron Brick Associates, LLC, a Virginia Limited Liability Company, having offices at 362 Old Hollow Road, Sperryville, VA 22740 (hereinafter referred to as “ IRONBRICK” or “Team Leader ”), and Avaap USA, LLC , having offices at 1400 Goodale Blvd, Suite 100, Columbus, OH 43212 (hereinafter referred to as “ Team Member ”), each a “ Party” and collectively the “ Parties”. The provisions of this Agreement shall apply to discussions, working papers, and proposal documents in conjunction with the Program as hereinafter defined.

WHEREAS, the above identified Parties, because of their diverse, but complementary, capabilities, have determined that they would benefit from a team arrangement between their respective organizations in order to develop the best management and technical approach to the RFP 24-S918 Omnia Partners Re gion 14 dated Sept. 24, 2024 opportunity, hereinafter referred to as the “Program”, in response to a Request for Proposal/Request of Quotation (“ RFP/RFQ”) from a governmental agency or other entity soliciting the submission of proposals/quotations from qualified bidders to perform certain services and/or provide products as described herein; and WHEREAS, the Parties believe that a cooperative effort will offer the best combination of capabilities to achieve optimum performance, cost, and delivery for the Program requirements; and WHEREAS, Team Leader desires to submit a proposal (hereinafter “ Proposal”) to Omnia Partners Region 14 , hereinafter referred to as the " Customer", with the assistance of Team Member in response to a business opportunity to be bid by Team Leader; and WHEREAS, the Team Member represents that it has the experience, qualifications, resources and capabilities to conduct certain services and/or provide certain products; and WHEREAS, in the event that Team Leader is awarded a contract pursuant to the terms of the RFP/RFQ, Team Member is desirous of participating in the Program as a subcontractor to Team Leader for the supply of products and/or the performance of services and, further, Team Member is willing to submit a proposal/quote to Team Leader for such work subject to the understandings hereinafter stated;
NOW, THEREFORE, in consideration of the premises and promises herein contained, it is mutually agreed as follows:

ARTICLE I

JOINT PROPOSAL
Section 1.01 Proposal Submission
Subject to the terms and conditions of Article II of this Agreement, Team Leader and Team Member agree to exclusively work together for the purpose of submitting Proposal for the Program . Team Leader will be responsible for submitting a Proposal to the Customer in response to the RFP/RFQ for 29 Oct. 2024
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Teaming Agreement
Page | 13 of 14
Signature ______________________________ Signature ______________________________ Date ______________________________ Date ______________________________ Name ______________________________ Name ______________________________ Title ______________________________ Title ______________________________ October 29, 2024
Peter Sirh
VP
10/30/2024
Steve Csuka
CEO
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Page | 1 of 14

TEAMING AGREEMENT
This TEAMING AGREEMENT (“Agreement”) made this ___ day of __________ (“Effective Date”), by and between Iron Brick Associates, LLC, a Virginia Limited Liability Company, having offices at 362 Old Hollow Road, Sperryville, VA 22740 (hereinafter referred to as “IRONBRICK” or “Team Leader”), and Strada U.S. Professional Services, LLC, having offices at 8400 N.W. 36th Street, Suite 140, Miami, FL 33166 (hereinafter referred to as “Team Member”), each a “Party” and collectively the “Parties”.

The provisions of this Agreement shall apply to discussions, working papers, and proposal documents in conjunction with the Program as hereinafter defined.

WHEREAS, the above identified Parties, because of their diverse, but complementary, capabilities, have determined that they would benefit from a team arrangement between their respective organizations in order to develop the best management and technical a pproach to the Cloud Solutions for HR, Finance and Planning Solicitation Number RFP 24 -S918 opportunity, hereinafter referred to as the “Program”, in response to a Request for Proposal/Request of Quotation (“RFP/RFQ”) from a governmental agency or other entity soliciting the submission of proposals/quotations from qualified bidders to perform certain services and/or provide products as described herein; and
WHEREAS, the Parties believe that a cooperative effort will offer the best combination of capabilities to achieve optimum performance, cost, and delivery for the Program requirements; and WHEREAS, Team Leader desires to submit a proposal (hereinafter “ Proposal”) to Region 14 Education Service Center on behalf of itself and other government agencies and made available through OMNIA Partners, Public Sector, Inc., hereinafter referred to as the "Customer", with the assistance of Team Member in response to a business opportunity to be bid by Team Leader; and
WHEREAS, the Team Member represents that it has the experience, qualifications, resources and capabilities to conduct certain services and/or provide certain products; and WHEREAS, in the event that Team Leader is awarded a contract pursuant to the terms of the RFP/RFQ, Team Member is desirous of participating in the Program as a subcontractor to Team Leader for the supply of products and/or the performance of services and, further, Team Member is willing to submit a proposal/quote to Team Leader for such work subject to the understandings hereinafter stated;
NOW, THEREFORE, in consideration of the premises and promises herein contained, it is mutually agreed as follows:
29 Oct 2024
Docusign Envelope ID: A94634B0-40DB-4386-8273-83BB4393C6B0 ����������������
Teaming Agreement
Page | 13 of 14
Section 5.20 Survival
All provisions that by their terms or nature survive termination of this Agreement shall survive such termination.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date set forth above by their respective duly authorized representatives.

Iron Brick Associates, LLC Strada U.S. Professional Services, LLC Signature ______________________________ Signature ______________________________ Date ______________________________ Date ______________________________ Name ______________________________ Name ______________________________ Title ______________________________ Title ______________________________ October 29, 2024
Peter Sirh
VP
Docusign Envelope ID: A94634B0-40DB-4386-8273-83BB4393C6B0 Tiffany Cleaver
10/30/2024 | 2:50 PM CDT
Sr. VP, Global Workday Leader
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Page | 1 of 14

TEAMING AGREEMENT
This TEAMING AGREEMENT (“Agreement”) made this ___ day of ________ (“ Effective Date”), by and between Iron Brick Associates, LLC, a Virginia Limited Liability Company, having offices at 362 Old Hollow Road, Sperryville, VA 22740 (hereinafter referred to as “IRONBRICK” or “Team Leader”), and ____________Guidehouse Inc. a Delaware
Corporation_____________________________________________________, having offices at ___1676 International Dr., Suite 800, McLean, VA 22102 (hereinafter referred to as “Team Member”), each a “Party” and collectively the “Parties”. The provisions of this Agreement shall apply to discussions, working papers, and proposal documents in conjunction with the Program as hereinafter defined.

WHEREAS, the above identified Parties, because of their diverse, but complementary, capabilities, have determined that they would benefit from a team arrangement between their respective organizations in order to develop the best management and technical approach to the _RFP 24-S918 Omnia Partners R egion 14 Cloud Solutions for HR, Finance and Planning opportunity, hereinafter referred to as the “ Program”, in response to a Request for Proposal/Request of Quotation (“RFP/RFQ”) from a governmental agency or other entity soliciting the submission of proposals/quotations from qualified bidders to perform certain services and/or provide products as described herein; and
WHEREAS, the Parties believe that a cooperative effort will offer the best combination of capabilities to achieve optimum performance, cost, and delivery for the Program requirements; and WHEREAS, Team Leader desires to submit a proposal (hereinafter “ Proposal”) to Omnia Partners Region 14, hereinafter referred to as the " Customer", with the assistance of Team Member in response to a business opportunity to be bid by Team Leader; and WHEREAS, the Team Member represents that it has the experience, qualifications, resources and capabilities to conduct certain services and/or provide certain products; and WHEREAS, in the event that Team Leader is awarded a contract pursuant to the terms of the RFP/RFQ, Team Member is desirous of participating in the Program as a subcontractor to Team Leader for the supply of products and/or the performance of services and, further, Team Member is willing to submit a proposal/quote to Team Leader for such work subject to the understandings hereinafter stated;
NOW, THEREFORE, in consideration of the premises and promises herein contained, it is mutually agreed as follows:
29 October2024
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Teaming Agreement
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Section 5.16 Laws Governing
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to such state’s principles of conflicts of laws and the laws of the United States of America. The Parties agree that any proceeding relating to or arising from the Agreement shall be heard and litigated exclusively in a state or fede ral court located in Fairfax County, Commonwealth of Virginia. Each Party hereto consents to the personal jurisdiction in any such action brought in any such court, consents to service of process by registered mail upon each Party’s designated legal counsel and waives any objection to venue in any such courts and any claim that any such court is an inconvenient forum.

Section 5.17 Entire Agreement
This Agreement shall become effective on the date first mentioned and shall be binding upon the Parties hereto and their respective assigns. This Agreement represents the entire agreement and no other understandings, written or oral which modify the terms hereof, will be binding unless made in writing executed by the Parties hereto.

Section 5.18 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be original, and all of which together shall constitute one and the same Agreement. A signature delivered by facsimile shall be deemed to be an original signature and shall be effective upon receipt thereof by the other Party.

Section 5.19 Section Titles
The titles of sections appearing in this Agreement are for convenience only and are not a part of this Agreement; they do not in any way limit or amplify the provisions of this Agreement.

Section 5.20 Survival
All provisions that by their terms or nature survive termination of this Agreement shall survive such termination.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date set forth above by their respective duly authorized representatives.

Iron Brick Associates, LLC Team Member
Signature ______________________________ Signature ______________________________ ����������������
Teaming Agreement
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Date ______________________________ Date ______________________________ Name ______________________________ Name ______________________________ Title ______________________________ Title ______________________________ October 29, 2024
Peter Sirh
VP
October 29, 2024
Anaita Kasad
Partner
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Version April 10, 2024

Appendix A – Required Documents

1. Antitrust Certification Statement (Tex. Government Code § 2155.005)

2. Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295)

3. Texas Government Code 2270 Verification Form

4. Any additional agreements supplier will require Participating Agencies to sign

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Version April 10, 2024
Appendix A, Doc #1

ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form
I affir
m under penalty of perjury of the laws of the State of Texas that:

1. I am dul
y authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;

2. In connec
tion with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;

3. In connec
tion with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and

4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Company Contact
Signature
Printed Name
Address Position with Company
Official
Authorizing
Proposal
Signature
Phone
Printed Name
Fax
Position with Company
Iron Brick Associates, LLC
362 Old Hollow Rd
Sperryville, VA 22740
703-288-3874
Peter Sirh
VP
Peter Sirh
VP
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Version April 10, 2024

Appendix A, DOC # 2
Implementation of House Bill 1295
Certificate of Interested Parties (Form 1295):

In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016.

The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission’s website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295.

Filing Process:

Staring on January 1, 2016, the commission made available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract.

The governmental entity or state agency must notify the commission, using the commission’s filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. This process is known as acknowledging the certificate. The commission will post the acknowledged Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. The posted acknowledged form does not contain the declaration of signature information provided by the business.

A certificate will stay in the pending state until it is acknowledged by the governmental agency.

Only acknowledged certificates are posted to the commission’s website.

Electronic Filing Application:
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm Frequently Asked Questions:
https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php Changes to Form 1295: https://www.ethics.state.tx.us/data/filinginfo/1295Changes.pdf ����������������
Version April 10, 2024
Appendix A, DOC # 3
Texas Gover
nment Code 2270 Verification Form
House Bi
ll 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

Furthermor
e, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller.

I, ____________________, as an author
ized representative of
___________________________________________, a contractor engaged by
Insert Name of Company
Region 14 E
ducation Service Center, 1850 Highway 351, Abilene, Texas 79601, verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future.

Also, our
company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf.

I further affir
m that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity.

I swear and affi
rm that the above is true and correct.
______________________________________________ ________________ Si
gnature of Named Authorized Company Representative Date Peter Sirh
Iron Brick Associates, LLC
10/7/2024
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SAAS AND SERVICES AGREEMENT
This SAAS and Services Agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein ( collectively, this “Agreement”), is a binding agreement between [ ] (referred to as “Licensor” or “EUNA,” as part of the EUNA brand) and the entity identified on the Order Form as the Customer (“ Customer”).

EUNA and Customer are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” The Parties agree as follows:

LICENSOR PROVIDES THE SAAS OFFERING, PROFESSIONAL SERVICES,

SOFTWARE AND DOCUMENTATION SOLELY ON THE TERMS AND CONDITIONS SET

FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND FULLY COMPLIES WITH THEM. BY CHECKING THE "ACCEPT" BOX ON THE

ORDER FORM ORISSUING A PURCHASE ORDER AFTER REVIEWING THESE TERMS

YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II)

IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER

LEGAL ENTITY , YOU HA VE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS.

IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS

AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE OR PROVIDE THE SAAS

OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR OTHER DELIVERAB LE TO

CUSTOMER AND YOU MUST NOT DOWNLOAD, USE OR ACCESS THE SAAS

OFFERING, SOFTWARE OR DOCUMENTATION OR OTHERWISE RECEIVE THE PROFESSIONAL SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS

AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY , BY IMPLICATION,

OR OTHERWISE) UNDER THIS AGREEMENT WITHOUT AN APPLICABLE ORDER FORM AND PAYMENT OF ALL REQUIRED FEES, COSTS AND AMOUNTS . THIS

AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SAAS

OFFERING, PROFESSIONAL SERVICES, SOFTWARE OR DOCUMENTATION THAT

CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE,

AUTHORIZED COPY OF LICENSOR'S SAAS OFFERING, SOFTWARE OR DOCUMENTATION.

1. Definitions.
a. “Aggregated Statistics” means data and information related to Customer’s use of the S AAS Offering that is used by EUNA in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SAAS Offering. ����������������
b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement and the applicable Order Form, and (ii) for whom access to the SAAS Offering has been purchased hereunder.
c. “Confidential Information” means any information relating to a Disclosing Party (as defined in Section 9) , its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise wou ld be known to be confidential or proprietary by a reasonable person.
d. “Customer Data ” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable. e. “Deliverable” means all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified as such in the applicable Order Form.
f. “Documentation” means the applicable training , informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format.
g. “Fees” means the fees set forth in the applicable Order Form. h. “Intellectual Property Rights” (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law , including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) a ll rights in all trade secrets, know -how, and confidential information; and (v) other intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof.
i. “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority.
j. “Order Form” means the order form between the Parties that incorporates this Agreement. k. “Public Facing Software” means a portion of the Software made available by the Customer to members of the general public.
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l. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Aggregated Statistics and any information, data, or other content derived from EUNA’s monitoring of Customer’s access to or use of the SAAS IP but does not include Customer Data.
m. “SAAS Offering” means the software-as-a-service offering, including any integrated platform offering, as set out in the applicable Order Form.
n. “Professional Services” means the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (“Statement of Work”), if applicable. o. “Term” has the meaning set forth in Section 10 a.
p. “Third-Party Products” means any third -party products described in the applicable Order Form provided with or incorporated into the SAAS Offering.

2. Professional Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with the applicable Order Form and Statement of Work.

3. S oftware Subscription.
a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non- exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b. P ublic Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. D
ocumentation License . Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non- exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the SAAS Offering.
d. O
ptional Features . EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price- listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation.
e. U se Restrictions . Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Order Form . Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative ����������������
works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law.
f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS IP; (B) Customer’s or any Authorized User’s use of the SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable L aw, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA’s provision of the SAAS Offering to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA’s access to or use of any third-party services or products required to enable Customer to access or use the SAAS Offering each a (“Service Suspension”). EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. g.

Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, EUNA may monitor Customer’s use of the SAAS Offering and collect and compile Aggregated Statistics. As between EUNA and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Aggregated Statistics based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable L aw. EUNA agrees to process Customer Data available in accordance with EUNA’s privacy policy which is available upon request and online at https://eunasolutions.com/privacy-policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting.

4. C ustomer Obligations .
a. For Professional Services. In connection with the Professional Services, Customer shall:
(i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services;
(ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and
(iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EUNA’s provision of the Professional Services. ����������������
b. For the SAAS Offering. In connection with the SAAS Offering:
(i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SAAS Offering and shall cause Authorized Users to comply with such provisions. (ii) EUNA may from time to time make Third -Party Products available to Customer. For purposes of this Agreement, such Third- Party Products are subject to their own terms and conditions and the applicable flow-through provisions.
(iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering.

Customer acknowledges and agrees that Customer’s timely provision of (and EUNA’s access to) Customer’s assistance, cooperation, and complete and accurate feedback, approvals, information, and data from Customer’s officers, agents and employees as is reasonably requested by EUNA (collectively, “Cooperation”) is essential to the implementation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if such deficiency, delay or failure results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation will include designating a project manager to interface with EUNA during the course of EUNA’s implementation or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii).

5. Fees and Expenses.
a. Fees. Except for Fees that Customer has successfully disputed, Customer shall pay the Fees without offset or deduction. Unless otherwise provided in the applicable Order Form , Customer shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA’s other rights and remedies: (i) EUNA may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA may suspend Cus tomer’s and its Authorized Users’ access to any portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full.
b. T axes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at Customer’s discretion, to avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request.

6. S
ervice Levels and Support.
a. Service Levels. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make ����������������
the SAAS Offering available in accordance with the service levels set out in the provided service level documentation posted from time to time on EUNA’s website (the “Service Level Policy”). b. Support. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the support services documentation posted from time to time on EUNA’s website (the “Support Services Policy”).
c. U pdates . EUNA reserves the right to modify the Service Level Policy and Support Services Policy from time to time effective immediately by posting an updated policy at the links referenced above.

EUNA’s support obligations extend solely to Customer’s designated support contacts. Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Service Level Policy, EUNA shall not have any obligation to provide support services to any third parties.

7. R epresentations, Limited Warrant ies, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party.
b. War ranties for Professional Services. EUNA warrants that it will perform the Professional Services:
(i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work or Order Form and this Agreement;
(ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
c. Warranties for the SAAS Offering. EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Policy.. THE FOREGOING WARRANT IES, REPRESENTATIONS AND GUARANTEES DO NOT

APPLY AND EUNA STRICTLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND

GUARANTEES WITH RESPECT TO ANY THIRD -PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD-PARTY PRODUCTS.
d. R
emedies . EUNA’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows:
(i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within sixty (60) days after Customer’s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination. ����������������
(ii) For Professional Services, Customer’s remedy for breach of the foregoing warranties , representations and guarantees shall be the re -performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA . The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Service or Deliverable to Customer.
(iii) For any such breach involving a failure to meet the commitments in the Service Level Policy, EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set forth in the Service Level Policy.
e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN

THIS SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE PROVIDED “AS IS” AND EUNA HEREBY DISCLAIMS ALL

WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS

SECTION, EUNA MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND

THAT THE PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP , OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, AN AUTHORIZED USER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE

ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR

OTHER PROFESSIONAL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. I ntellectual Property .
a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Customer from the SaaS Offering EUNA shall own all right, title and interest in and to such derivative work.
b. S AAS IP and Documentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. c. C ustomer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein.

Customer hereby grants to EUNA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer represents, warrants and agrees that: (A) it will comply with applicable L aw, including the Laws of the territories and juris dictions from which any Customer Data is obtained or pertains , in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; ( B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA ����������������
through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) EUNA’s use, storage, disclosure and other processing of Customer Data in accordance with this Agreement or Customer’s instructions or direction will not cause EUNA or any of its vendors to violate any applicable L aw or infringe the rights of any individual or third party.
d. Passwords. Customer is responsible for the confidentiality and use of its passwords , other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a “business associate” under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) or similar designation under other Laws, (ii) information that causes ENUA to be subject to any L aws beyond those L aws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, philosophical beliefs or trade union membership or any other information identified under applicable Law as “sensitive information,” “private information,” or like designation (collectively, “ Prohibited Information ”). I f Customer transmits or provides to EUNA any Prohibited Information, Customer shall indemnify and hold EUNA harmless from and against any claims and liability arising from the transmission to EUNA of any Prohibited Information or any processing of such information by EUNA, and EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. F
eedback . If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA’s Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“ Feedback”), EUNA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know -how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback.
g. R
eservation of Rights. EUNA reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP.

9. C onfidentiality .
a. Generally. From time to time during the Term , either Party (as the “Disclosing Party ”) may disclose or make available to the other Party (as the “Receiving Party ”) Confidential Information .

Confidential Information shall at all times remain the property of the Disclosing Party. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no ����������������
event with less than a commercially reasonable degree of care; ( B) not use the Disclosing Party’ s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party’ s representatives (including EUNA’s affiliates and third party service providers) who need to know the Confidential Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in this section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party o n a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by the Receiving Party without using any Confidential Information of the Disclosing Party.
b. Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to establish a Party’s rights under this Agreement, including to make required court filings. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party , the Receiving Party must, if legally permissible, notify the D isclosing Party forthwith and, at the D isclosing Party's request, provide reasonable assistance in opposing such action at the Disclosing Party’s cost and expense. c. D estruction . On the expiration or termination of the Agreement, the R eceiving Party shall promptly destroy all copies of the Disclosing Party’s Confidential Information in its possession or control and upon request certify in writing to the Disclosing Party that such Confidential Information has been destroyed, provided, however, that a Receiving Party may retain Confidential Information relevant to any pending or threatened litigation or governmental investigation and EUNA may retain Customer’s Confidential Information in accordance with its information retention policies and Section 15.a, below. d. I rreparable Harm . Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the D isclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party. Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affirmative relief, without such constituting an election of remedies, and that the Disclosing Party will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Article 9, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. e. D uration. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable L aw), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

10. T
erm, Termination, and Survival .
a. Term. The term of this Agreement (the “ Term”) commences on the Effective Date of this Agreement and will continue in effect for as long as there is an outstanding Order Form in place. Each Order Form will continue for the applicable term listed in such Order Form until terminated by either Party in accordance with this Agreement. The termination or expiration of an Order Form will not affect or ����������������
otherwise terminate this Agreement or any other Order Form covering other products or services in effect at such time.
b. User Subscriptions. All user subscriptions in an Order Form shall automatically renew for additional one-year at the end of the then current subscription term listed on the Order Form, unless the Customer gives the other notice of non- renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term of the subscription shall be the same as that during the prior term unless EUNA gives written notice of a pricing increase at least thirty (30) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
c. T
ermination for Convenience . Customer may terminate this Agreement without cause by giving sixty (60) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Customer agrees to pay a “ SaaS Recovery Amount” equivalent to 50% of the subscription fees for the remainder of the initial term of the Order Form. d. T ermination for Cause. In addition to any other express termination right set forth in this Agreement:
(i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency L aw; (C) makes or seeks to make a general assignment for the benefi t of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering . No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
f. No
n -Appropriation. In the event Customer is not granted an appropriation of funds at any time during the Term and the non–appropriation did not result from an act or omission by Customer, Customer shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer, except as to the portion of the payments for which fund shall have been appropriated and budgeted. At least ninety (90) days prior to the end of Cust omer’s fiscal period, Customer shall certify in writing that (1) funds have not been appropriated for the next fiscal period, (b) such non- appropriation did not result from any act or failure to act by Customer; and (c) Customer has exhausted all funds legally available to pay EUNA. If Customer terminates this Agreement because of non-appropriation of funds, Customer may not purchase or lease during the subsequent fiscal period, software and/or service performing the same function as, or functions taking t he place of those performed by the software and/or service provided by EUNA; however, that these restrictions shall not be ����������������
applicable if or to the extent that the application of these restrictions would affect the validity of this Agreement.
g. Survival. Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. I ndemnification.
a. EUNA Indemnification.
(i) EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER

FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) (“ LOSSES”) INCURRED BY CUSTOMER RESULTING FROM ANY THIRD -PARTY CLAIM, SUIT, ACTION, OR PROCEEDING (“ THIRD-PARTY CLAIM”) THAT THE SAAS OFFERING OR PROFESSIONAL SERVICES, OR ANY USE OF THE

SAAS OFFERING OR PROFESSIONAL SERVICES IN ACCORDANCE WITH THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY

RIGHTS, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF SUCH

THIRD-PARTY CLAIM, COOPERATES WITH EUNA, AND ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD-PARTY CLAIM. (ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA , at EUNA’s sole discretion, to (A) modify or replace the SAAS Offering or Professional Services or component or part thereof, to make it non-infringing, (B) obtain the right for Customer to continue use, or (C) terminate the license for the SAAS Offering and Professional Services and provide a pro rata refund to Customer. If EUNA determines that none of these alternatives is reasonably available, EUNA may terminate this Agree ment, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EUNA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third-Party Products. b. Customer Indemnification. CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS, AND, AT EUNA’S OPTION, DEFEND EUNA AND ITS AFFILIATES, AND THEIR RESPECTIVE

INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “EUNA GROUP”) FROM AND AGAINST ANY LOSSES RESULTING FROM ANY THIRD-PARTY

CLAIM (I) THAT THE CUSTOMER DATA, OR ANY USE OF THE CUSTOMER DATA IN

ACCORDANCE WITH THIS AGREEMENT, INFRINGES , VIOLATES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR ANY LAW, OR (II) BASED ON CUSTOMER’S OR ANY AUTHORIZED USER’S (A) NEGLIGENCE OR WILLFUL MISCONDUCT; (B) USE OF THE SERVICES OR SAAS OFFERING IN A MANNER NOT AUTHORIZED BY THIS AGREEMENT; (C) USE OF THE SERVICES OR SAAS OFFERING IN COMBINATION WITH DATA,

SOFTWARE, HARDWARE, EQUIPMENT, OR TECHNOLOGY NOT PROVIDED BY EUNA OR AUTHORIZED BY EUNA IN WRITING; OR (D) MODIFICATIONS TO THE PROFESSIONAL

SERVICES OR SAAS OFFERING NOT MADE BY EUNA, PROVIDED THAT CUSTOMER MAY

NOT SETTLE ANY THIRD-PARTY CLAIM AGAINST ANY OF THE EUNA GROUP UNLESS EUNA

CONSENTS TO SUCH SETTLEMENT, AND FURTHER PROVIDED THAT EUNA WILL HAVE THE ����������������

RIGHT, AT ITS OPTION, TO DEFEND THE EUNA GROUP AGAINST ANY SUCH THIRD-PARTY CLAIM OR TO PARTICIPATE IN THE DEFENSE THEREOF BY COUNSEL OF ITS OWN CHOICE. c. Sole Remedy . THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND EUNA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR

ALLEGED CLAIMS THAT THE PROFESSIONAL SERVICES OR SAAS OFFERING INFRINGES,

MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. L imitation of Liability .
a. IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY

FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN

VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,

OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE

WAS FORESEEABLE AND WHETHER OR NOT EUNA HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL EUNAS AGGREGATE LIABILITY ARISING OUT OF OR

RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE

AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ADDITIONALLY, IN NO EVENT WILL EUNA BE LIABLE FOR ANY CLAIM BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR REASONABLY SHOULD HAVE BEEN DISCOVERED.
c. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR

RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING.

13. Press Release. T he Parties may issue a joint press release announcing the launch of the SAAS Offering and Customer’s use thereof . Such press releases shall be subject to Customer’s approval.

Additionally, during the Term, EUNA may list Customer as a customer of EUNA, and Customer grants EUNA a non-exclusive, royalty-free, worldwide license to use any trademarks, service marks, or trade names of Customer in order to display such marks on EUNA’s website and marketing materials.

14. I nformation Security . Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other Party’s Confidential Information, Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP.

15. E
xport of Data.
a. Customer Data . Upon termination, cancellation, expiration, or other conclusion of this Agreement, Customer may request that EUNA remove Customer Data from EUNA’s production systems.

Customer acknowledges that as part of a commercially reasonable backup strategy, EUNA does maintain ����������������
long term archival backups that may continue to contain Customer Data after termination of this Agreement.

EUNA agrees not to utilize such archival backups for the specific purpose of accessing Customer Data after termination of this Agreement, unless specifically authorized to do so by Customer. b. Data Extraction . During the T erm of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering . Customer shall have the right to retain a copy of all downloaded documents.. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering . EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees.

16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings Inc. dba Euna Solutions (“Euna”) is the parent company to multiple other SaaS companies (such subsidiaries, “Affiliates”). These products and services may vary during the Term, but generally include, but are not limited to, software-as-a-service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software -as-a-service platform, software solutions for grants management and indirect cost reimbursement and related implementation and consulting services, software tools to streamline permitting and licensing services, and additional web- based budgeting preparation, performance, management and data visualization solutions (“Affiliat e Products”). As of the Effective Date, Affiliates include Questica Ltd., eCivis Inc., Ion Wave Technologies, LLC, DemandStar Corporation, Open Counter Enterprise Inc., Sherpa Government Solutions LLC, CityBase Inc., and GTY Software Inc. in Canada. In a ddition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the Affiliate’s additional product terms and will have the opportunity to review and consent to such terms.

17. Entire Agreement. This Agreement, including and together with the Order Form referencing this SAAS and Services Agreement, and any Statements of Work, policies, and other documents referenced and incorporated herein or in the Order Form , constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such sub ject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the Order Form followed by the Service Level Policy shall supersede and control. To the extent the Order Form links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply.

18. N otices . All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address in the Order Form (or to such other address that the receiving Party may designate from time to time in accordance with this Section). ����������������
For Notices to EUNA, [email protected] shall be sent a courtesy email notification. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

19. S everability . If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. A mendments . No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

21. Wai ver . No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

22. A ssignment . Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party . Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any affiliate, subsidiary, or to any person acquiring all or substantially all of EUNA’s assets without Customer’s consent.

23. S uccessors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

24. R elationship of the Parties. The relationship between the Parties is that of independent contractors.

The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the P arties, and neither P arty shall have authority to contract for or bind the other P arty in any manner whatsoever.

25. No
Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
����������������

26. Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the Laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the L aws of any jurisdiction other than those of the State of Delaware, United States o f America.

27. C
hoice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, atta chments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of Delaware, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of Delaware. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

28. E
xport Regulation. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US.

29. W AIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY

THAT MAY ARISE UNDER THIS AGREEMEN IS LIKELY TO INVOLVE COMPLICATED AND

DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT

OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

30. C ounterparts . This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

31. F
orce Majeure . “ Force Majeure Events ” means events beyond a Party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, e pidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events (except for any obligations of Customer to make payments to EUNA hereunder). The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated.

32. E
quitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. ����������������
Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

33. Government Use. The SAAS Offering, Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SAAS Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202- 1 through 227.7202-4, as applicable, the U.S. Government’s rights in the foregoing will be only those specified in this Agreement. Customer’s rights in the S AAS Offering and Documentation are limited to those expressly granted in Section

3. 34. Cooperative Statement. Other government organizations and educational or health care institutions may elect to participate in this Agreement (piggyback) at their discretion provided EUNA also agrees to do so in writing.
[END OF AGREEMENT]
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End User License Agreement This End User License Agreement (“EULA”) between You (“You” meaning the end user agreeing to this EULA on behalf of your organiza@on) and FiBh Asset, Inc. d/b/a DebtBook (“DebtBook”) is an agreement for Your use of the DebtBook SaaS offering (the “Services”) and related Documenta@on (“Documenta@on” means DebtBook’s end user documenta@on and content, regardless of media, rela@ng to the Products or Services made available from @me to @me on DebtBook’s website at hOps://www.debtbook.com/legal). Please read this carefully before accep@ng by clicking “I Accept” below. Regardless, by accessing or otherwise using the Services You agree to be bound by this EULA. When You accept these terms, you confirm that You are duly authorized on behalf of the Customer and your organiza@on to accept these terms and use the Services. “Customer” means the person or en@ty that has purchased the Services as iden@fied in an ordering document between DebtBook and Customer. TO THE EXTENT THIS AGREEMENT CONFLICTS WITH THE PROVISIONS OF THE AGREEMENT BETWEEN DEBTBOOK AND THE PURCHASING ENTITY , INCLUDING, BUT NOT LIMITED TO, GOVERNING LAW , THE AGREEMENT WITH THE PURCHASING ENTITY WILL SUPERSEDE AND CONTROL. 1. Access Grant; Restric.ons. a. DebtBook hereby grants You a non-exclusive, non-transferable, right to use the Services, solely for Your or Customer’s own internal business purposes, subject to the terms and condi@ons of this EULA. All rights not expressly granted to You are reserved by DebtBook. You may not access the Services if You are a direct compe@tor of DebtBook, except with DebtBook’s prior wriOen consent. In addi@on, You may not access the Services for purposes of monitoring its availability, performance, or func@onality, or for any other benchmarking or compe@@ve purpose. You will not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services or Documenta@on in any way; (ii) modify or make deriva@ve works based upon the Services or the Documenta@on; (iii) create internet links to the Services or “frame” or “mirror” the Services or Documenta@on on any other server or wireless or internet-based device; or (iv) reverse engineer or access the Services in order to: (a) build a compe@@ve product or service, (b) build a product using features, func@ons, or graphics of the Services. b. You will not: (i) store infringing, obscene, threatening, libelous, or otherwise unlawful or tor@ous material in viola@on of third party privacy rights; (ii) store or introduce soBware viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; (iii) interfere with or disrupt the integrity or performance of the Services or the data therein; or (iv) aOempt to gain unauthorized access to the Services or its related systems or networks. 2. Your Responsibili.es. You are responsible for all ac@vity occurring under your user account and will abide by all applicable local, state, na@onal, and foreign laws in connec@on with the use of the Services, including those related to data privacy. You will: (i) no@fy DebtBook immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to DebtBook immediately and use reasonable efforts to stop immediately any copying or distribu@on of the Services or Documenta@on that is known or suspected by You; and (iii) not impersonate another user or provide false iden@ty informa@on to gain access to or use the Services. 3. Aggregated Sta.s.cs. “Aggregated Sta@s@cs” means data and informa@on related to Your use of the Services that is used by DebtBook in an aggregate and anonymized manner, including sta@s@cal and performance informa@on related to the Services. Notwithstanding anything to the contrary in this EULA, DebtBook may monitor Your use of the Services and collect and compile Aggregated Sta@s@cs. As between DebtBook and You, all right, @tle, and interest in Aggregated Sta@s@cs, and all intellectual property rights therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Sta@s@cs based on data You input into the Services. DebtBook may (1) make Aggregated Sta@s@cs publicly available in compliance with applicable law, and (2) use Aggregated Sta@s@cs as permiOed under applicable law so long as, in each case, DebtBook’s use of any Aggregated Sta@s@cs does not iden@fy You or disclose Your Confiden@al Informa@on. 4. Intellectual Property Ownership. DebtBook alone owns all right, @tle, and interest, including all related Intellectual Property Rights, in and to the Services and Documenta@on, any content, sugges@ons, ideas, enhancement requests, feedback, recommenda@ons, or other informa@on provided by You or any other party rela@ng to the Services. This EULA and Your access to the Services is not a sale, work-for-hire, or any other ownership transfer, and does not convey to You any rights of ownership in or related to the Services or any Intellectual Property Rights of DebtBook. The DebtBook name, logo, and product names associated with the Services are trademarks of DebtBook, and no right or license is granted to use them. ����������������

5. Termina.on; Suspension. DebtBook reserves the right to suspend or terminate this EULA and Your access to the Services if You materially breach the terms of this EULA. Your access will automa@cally terminate at the expira@on or termina@on of the Services with the Customer. 6. Representa.ons and Warran.es; Disclaimers. Each party represents and warrants that it has the legal power and authority to enter into this EULA. You represent and warrant that you have not falsely iden@fied Yourself nor provided any false informa@on to gain access to the Services. DebtBook does not guarantee that (i) the Services will operate error-free or without interrup@on; (ii) all defects in rela@on to the Services will be corrected; and (iii) the Services will operate with any soBware, system, or data not provided for in the Documenta@on. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY , OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTIBILITY , TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DEBTBOOK. 7. Confiden.al Informa.on. “Confiden@al Informa@on” refers to any non-public informa@on, data, or materials rela@ng to the Services, DebtBook’s business, and any other proprietary informa@on provided by DebtBook to You. This includes, but is not limited to, source code, algorithms, trade secrets, and any user data collected by the Services. You agree to keep all Confiden@al Informa@on confiden@al and not to disclose, use, or reproduce such informa@on. You will take all reasonable precau@ons to protect the confiden@ality of such Confiden@al Informa@on. The obliga@ons of this sec@on will not apply to informa@on that: (i) is or becomes publicly known through no wrongful act of You; (ii) is righjully received by You from a third party without a duty of confiden@ality; or (iii) is independently developed by You without reference to DebtBook’s Confiden@al Informa@on. 8. Limita.on of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY , PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, OR DATA), OR COST OF REPLACEMENT, WHETHER OR NOT A PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Governing Law. This EULA is governed by and construed in accordance with the laws of North Carolina. You agree to submit to the exclusive jurisdic@on of the state and federal courts located in North Carolina for any disputes arising or in connec@on with this EULA. 10. Force Majeure. In no event will either party be liable to the other party, or be deemed to have breached the EULA, for any failure or delay in performing its obliga@ons under this EULA (except for any obliga@ons to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, problems with the Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any ac@on taken by a governmental or public authority, including imposing an embargo. 11. Assignment. This EULA may not be assigned by You without the prior wriOen approval of DebtBook, but may be assigned without Your consent by DebtBook to a successor by merger or acquisi@on, a parent or subsidiary, or an acquirer of assets. Any purported assignment in viola@on of this provision is void. 12. Severability. If any provision of the EULA is invalid, illegal, or unenforceable in any jurisdic@on, such invalidity, illegality, or unenforceability will not affect any other term or provision of the EULA or invalidate or render unenforceable such term or provision in any other jurisdic@on. 13. Updates. DebtBook may make updates from @me to @me to the terms and condi@ons listed in this EULA. ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 1 of 10 This End User Subscription Agreement (“Agreement”) shall apply exclusively to Workday Service(s) that you are ordering through Reseller. These terms shall control and take precedence over any conflicting terms in a Reseller agreement or any other contract, request for quote, terms and conditions, or statement of work in scope. This Agreement is considered part of any agreement or quote issued by Reseller and Customer hereby agrees to this Agreement as it relates to the Workday Service(s). 1. Provision of Service. Workday shall make the Service available to Customer for use by Customer, its Affiliates and Authorized Parties for whom Customer enables access solely for the internal business purposes of Customer and its Affiliates, subject to this Agreement. The Service is provided in U.S. English. Notwithstanding anything contained in any Contract Vehicle or other Reseller Agreement, the Workday Services shall perform according to the Documentation. 1.1 Invoices & Payment. Subscription Fees and all other fees due to Reseller hereunder will be invoiced for an amount and with payment terms as per Customer’s Agreement with Reseller, and in a format specified by the applicable Reseller Agreement, including any additional payment instructions or deviations. Unless otherwise detailed in an applicable Order Form, all fees are based on access rights acquired and not actual usage. 1.2 Suspension for Non-Payment. Except where prohibited by Law or applicable Contract Vehicle, and except with respect to charges subject to a reasonable and good faith dispute, if Reseller has failed to make payment on behalf of Customer's account for more than thirty (30) days past due, in addition to any other rights or remedies Workday may have under this Agreement or by Law, Workday reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full, or until Customer has requested novation of this Agreement to Workday. 1.3 Taxes. Except when Customer has a valid tax exemption certificate authorized by the appropriate taxing authority, Customer is responsible for paying to Reseller all Taxes imposed on the Service or any other services provided under this Agreement. Customer agrees to assist Reseller in providing Workday with a valid reseller certificate where required for tax exemption purposes. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address as provided to Workday by Reseller. 2. Customer Obligations. Customer shall have sole responsibility for (a) obtaining and verifying it has all authorizations, consents, and rights necessary to use the Service; (b) the accuracy, quality, and legality of all Customer Content, and shall take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Workday promptly of any unauthorized access or use; (c) any Non-Workday Content it installs, uses, or enables; and (d) ensuring compliance with the Agreement and the AUP by its Affiliates and Authorized Parties, and any breach by its Affiliates or Authorized Parties will be deemed a breach by Customer. Customer shall not: (1) use the Service in violation of Laws or the Documentation; (2) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (3) knowingly send or store Malicious Code in connection with the Service; (4) knowingly interfere with or disrupt performance of the Service or the data contained therein; or (5) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. During the applicable subscription Term, Workday reserves the right to suspend Customer’s access to an applicable Service in the event Workday reasonably determines such action is necessary to preserve the integrity and/or security of such Service or Workday or its suppliers in good faith reasonably determines that Customer has violated the AUP; however, Workday will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension. 3. Proprietary Rights. (a) Customer Ownership. As between Workday and Customer, Customer owns all right, title and interest to its Customer Content. Workday shall have the right to only use Customer Content to provide the Service (including Improvements), subject to this Agreement. (b) Workday Ownership. As between Customer, Workday, and Workday’s licensors, Workday or its licensors own all right, title and interest to the Service (including any third-party content Workday makes available through the Service) and Documentation, including all related Intellectual Property Rights. ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 2 of 10 (c) Customer Input. Customer hereby grants Workday a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its services any Customer Input. Workday will have no obligation to make Customer Input an Improvement. Customer will have no obligation to provide Customer Input. 3.1 Restrictions. Customer shall not (a) modify, copy, or create derivative works based on, the Service or Documentation; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party other than to Authorized Parties as permitted herein; (c) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; (d) access the Service or Documentation in order to build any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation. Notwithstanding item (e), the Customer may make a reasonable number of copies of the Documentation for internal business purposes only. 4. Confidentiality. Except as detailed in Section 4.1, each party (the “Recipient”) shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) not to disclose or use any Confidential Information of the other party (the “Discloser”) except as reasonably necessary to perform the Recipient’s obligations or to exercise the Recipient’s rights under this Agreement or with the Discloser's prior written permission. For purposes of clarification, this Section 4 also applies to Confidential Information either party or its Affiliates shares with the other party or its Affiliates related to potential future subscription services. Either party may disclose Confidential Information on a need to know basis to its Affiliates, advisors, contractors and service providers, including third party submission tools or online portal providers required by the Discloser for internal business purposes (“Representatives”), who are bound by confidentiality obligations at least as restrictive as those in this section. The Recipient shall be responsible for any acts or omission of its Representatives with respect to protection of the Discloser’s Confidential Information. The parties agree that the Recipient’s or its Representatives’ online portal terms conflicting with the terms of this Section 4 (a) shall not be binding on the Discloser submitting its Confidential Information to the Recipient through the Recipient’s or its Representative’s online portal, (b) this Section 4 applies to all such Confidential Information disclosed to the Recipient through such online portals; and (c) are superseded by this Agreement with respect to confidentiality obligations. 4.1 FOIA/Public Disclosure Laws. Workday acknowledges that Customer may be compelled to disclose certain Workday Confidential Information pursuant to the Federal Freedom of Information Act and/or any state equivalents or other applicable public disclosure Laws. A disclosure by the Customer of Workday’s Confidential Information to the extent required by Law shall not be considered a breach of the Agreement, provided the Customer promptly provides Workday with prior notice of such compelled disclosure (to the extent legally permitted), follows the process set forth in any applicable public records law(s), and provides reasonable assistance, at Workday’s cost, if Workday wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law enforcement authority for access to Customer Content, Workday will seek to redirect the inquiry to Customer. In all such cases, Workday will take all reasonable and legally permissible measures to protect the Customer Content and to inform Customer of such demand. 4.2 FERPA. To the extent Customer is an educational institution subject to the Family Educational Rights and Privacy Act (“FERPA”) and determines that Workday is a School Official for purposes of 34 CFR §99.31(a)(1)(i)(B), Workday will comply with its obligations thereunder by complying with the terms of this Agreement and the DPE. 4.3 Business Associate Exhibit. If a Customer concludes that the Service will include access to Customer Content that is protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and Customer is a Covered Entity as defined under HIPAA, the parties agree to attach Workday’s Business Associate Exhibit to the Agreement, which shall apply to Workday’s receipt, maintenance or transmission of Protected Health Information from, or on behalf of Customer, as described in such Exhibit. 5. Protection and Security of Customer Content and Privacy. 5.1 Security Program. Workday maintains a security program that conforms to the Workday Security Exhibit. 5.2 Third-Party Certifications and Audits. Workday maintains Audit Reports as set forth in the applicable Product Terms. Through Workday’s customer self-service systems or upon Customer’s written request, Workday shall make available to Customer Workday’s then-current Audit Reports for the applicable Service application to enable Customer to verify Workday’s ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 3 of 10 compliance with its obligations under this Agreement. Audit Reports constitute Workday’s Confidential Information and are subject to the confidentiality terms in this Agreement or separate confidentiality agreement terms (as applicable). 5.3 Privacy. Personal Data will only be processed in accordance with the Data Processing Exhibit. 5.4 Unauthorized Disclosure. If Reseller, Customer, or Workday becomes aware of a Security Breach, that party must promptly notify the other parties, unless legally prohibited from doing so, within 48 hours or any shorter period required by Law except that Customer is not required to notify Workday unless Customer reasonably determines there is a threat to the Service. Additionally, each party shall reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any Security Breach, Workday shall conduct a root cause analysis and, upon request, shall share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each party shall provide the other party with reasonable notice of and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication. 6. Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws. Workday warrants that during the applicable subscription Order Term: (a) the overall Service (1) will not be materially decreased; and (2) will perform materially in accordance with the feature descriptions in the Documentation; and (b) to the best of Workday’s knowledge, the Service does not contain, and Workday will not knowingly introduce, any Malicious Code (collectively, the “Service Warranty”). Customer shall use commercially reasonable efforts to notify Workday in writing, and provide a copy of the notice to Reseller, no later than 30 days after identifying a deficiency, but Customer’s failure to notify Workday within that period will not affect Customer’s right to receive warranty remedies unless Workday is impaired in its ability to correct the deficiency due to Customer’s failure to notify. Notice of breaches of the warranty under item (1) must be made through Workday’s then-current error reporting system; notices of breaches of any other warranty must be made in writing to Workday, with a copy provided to Reseller, in accordance with the notice provisions of this EUSA or as required by Contract Vehicle. The Customer’s exclusive remedy and Workday’s sole liability for breach of the Service Warranty is termination of the applicable Service. Unless agreed to in writing, or as required by Contract Vehicle, notice to Reseller of a warranty defect shall not constitute notice to Workday under this paragraph. 6.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO THE CUSTOMER. 7. Indemnification. 7.1 Workday Indemnity. Workday shall defend Customer, at Workday’s expense, against any third-party Claim brought against Customer alleging that the use of the Service as contemplated hereunder infringes that third party’s Intellectual Property Rights and shall indemnify and hold Customer harmless against any Losses arising from such third-party Claim. Workday will have no liability for Claims or Losses to the extent they arise from: (a) modification of the Service by anyone other than Workday; (b) use of the Service in a manner inconsistent with the Documentation or in violation of this Agreement; or (c) use of the Service in combination with any other product or service not provided by Workday. If Customer is enjoined from using the Service or if Workday reasonably believes it will be enjoined, Workday may, at its sole option, obtain for Customer the right to continue use of the Service or replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then either party may terminate the applicable Service and Workday’s sole liability, in addition to the indemnification obligations in this section, will be to refund any prepaid Subscription Fees for the Service that was to be provided after the effective date of termination. 7.2 RESERVED 7.3 Conditions. The indemnitor’s obligations in Sections 7.1 are conditioned on the indemnitee: (a) promptly giving written notice of the third party Claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this section except to the extent that the indemnitor is prejudiced by such delay); (b) giving the indemnitor sole control of the defense and settlement of the third party Claim (although indemnitor may not settle any third party Claim unless it unconditionally releases indemnitee of all liability); and (c) providing to the indemnitor, at the indemnitor’s cost, all reasonable ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 4 of 10 assistance. Sections 7.1 through 7.3 state each indemnitee’s exclusive remedies and the indemnitor’s sole obligations related to the subject matter of these sections. 8. Limitation of Liability. 8.1. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) DAMAGES CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OR (B) WORKDAY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL WORKDAY OR ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE UNDER CUSTOMER’S AGREEMENT WITH RESELLER FOR THE SERVICE DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. 8.2 EXCLUSION OF DAMAGES. EXCEPT FOR WORKDAY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CUSTOMER’S PAYMENT OBLIGATIONS WILL NOT BE CONSIDERED WORKDAY’S LOST PROFITS. 9. Term. The Term of this Agreement shall be as described in the Reseller Agreement or Contract Vehicle. Termination by Customer shall be as specified in the Reseller Agreement, except that nothing in the Reseller Agreement may confer termination rights to the Workday Service or obligate Workday beyond the rights specified in this Section 9. 9.1 Termination by Workday. If not otherwise prohibited by Contract Vehicle, Workday may terminate this Agreement upon thirty (30) days prior written notice to Customer of a material breach by the Customer or Reseller if such breach remains uncured at the expiration of such notice period. In the event this Agreement is terminated, all Order Forms are simultaneously terminated. In the event of a breach by Reseller, and provided Customer is in compliance with all terms of this Agreement, Workday will agree in good faith to negotiate a novation as specified in Section 9.9 (Novation to Workday) to allow Customer to continue using the Service. This provision shall not apply to Federal Customers. 9.2 Suspension. Workday may temporarily suspend Customer’s access to, or use of, the Services if Workday believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; or (b) Customer is accessing or using the Services to commit an illegal act; or (c) Customer is accessing or using the Services in a way that is prohibited by or inconsistent with the service description contained in an applicable Order Specification . When reasonably practicable and lawfully permitted, Workday will provide Customer with advance notice of any such suspension. Workday will use reasonable efforts to re-establish the Services promptly after Workday determines that the issue causing the suspension has been resolved. During any suspension period, Workday will make Customer Content available. Any suspension under this paragraph shall not excuse payment as required by the applicable Contract Vehicle or Reseller Agreement. 9.3 Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled “Retrieval of Customer Content” and “Transition Period before Final Termination”) and shall also cease accessing Workday Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Reseller prior to the effective date of termination. Additionally, termination for any reason other than Workday’s uncured material breach or as allowed by Reseller Agreement or Contract Vehicle, shall not relieve Customer of the obligation to pay all future amounts due except as detailed in the applicable Contract Vehicle or Reseller Agreement. 9.4 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to Workday or Reseller prior to any such termination for a one-time transition period, Workday will continue to provide the Service for up to three (3) months after the effective date of such termination (the “Transition Period”), subject to the terms and ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 5 of 10 conditions of this Agreement. Monthly fees for the Transition Period will be quoted through Reseller. Notwithstanding the foregoing, if Workday is enjoined from performing, or termination of this Agreement was due to Customer’s breach, Workday has no obligation to perform under this section unless it receives from Reseller (i) payment of all fees not subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period. 9.5 Transition Consulting Services. During a Retrieval Period or Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Workday Service and will be subject to a fee quoted through Reseller that is based on Workday’s then-current rates for consulting services and such services will be set out in a statement of work. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for Customer’s breach, Workday may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed by Reseller and (ii) prepayment of fees for further services by Reseller. 9.6 Retrieval of Customer Content. Upon Customer’s written request made on or prior to expiration or termination of the Agreement (including any Transition Period), Workday shall give Customer limited access to the Service for a period of up to 60 days, at no additional cost, solely for purposes of retrieving Customer Content (“Retrieval Period”). After such Retrieval Period and subject to Workday’s legal obligations, Workday has no obligation to maintain or provide any Customer Content and shall, unless legally prohibited, delete Customer Content by deleting Customer’s applicable Instance; provided, however, that Workday will not be required to remove copies of the Customer Content from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday shall continue to protect the Customer Content in accordance with the Agreement. Customer Content will be made available for extraction in a machine readable format as described in the Documentation. 9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) Section 1. Provision of Services” and (ii) those provisions granting Customer access to any SKU(s) and services referenced in any applicable Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement. 9.8 Novation to Workday. This End User Subscription Agreement and all applicable Order Forms may be novated to Workday: (1) Upon mutual agreement between Customer, Reseller and Workday; or (2) if Reseller has failed to pay the applicable subscription fees, there is a material threat of Reseller’s bankruptcy or insolvency, or is otherwise in breach of its Agreement to Workday, to Customer, or to the applicable Contract Vehicle, and upon mutual agreement between Customer and Workday. Such novation shall be memorialized in a separate, mutually agreed upon novation agreement between the parties. The term of the novated agreement, which will become a Main Subscription Agreement as between Customer and Workday, shall be for whatever subscription period was remaining on Reseller’s Agreement or as otherwise negotiated. Workday and Customer’s obligations and terms and conditions shall be limited to those specified in this End User Subscription Agreement, including all applicable Order Forms, or as otherwise negotiated in the novation agreement. Any other Terms and Conditions or obligations contained in Reseller’s Agreement unrelated to performance of the Service or applicable fees shall remain as between Customer and Reseller, and Workday shall have no obligation to fulfill any additional requirements or services to Customer. 10. General Provisions. 10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. This agreement, when attached to Reseller’s contract with Customer, is designed to create a mutual third-party beneficiary relationship between Workday and Customer. No other third-party beneficiary relationships shall be considered a part of this agreement unless otherwise explicitly identified. ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 6 of 10

10.2 Insurance. Workday shall maintain, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII at the time of policy inception. Upon Customer’s written request, Workday shall provide a certificate of insurance evidencing the following coverages: (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee; (b) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000; and (c) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate. Limits for (1) Employers Liability only, and (2) may be achieved through a combination of primary and excess liability/umbrella policies to reach the level of coverage shown above. Should any of the above described policies be canceled before the expiration date thereof, notice will be delivered to Workday in accordance with policy provisions. 10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the third business day after first class mailing. Notices to Workday shall be sent to its General Counsel at [email protected] or other contact indicated by the Reseller. Notices to Customer shall be sent to the address provided by Reseller. Each party may modify its recipient of notices by providing notice pursuant to this Agreement either directly or through communication with Reseller. 10.4 Background Check. Unless prohibited by law, Workday agrees to conduct (or has previously conducted) a criminal background check on personnel employed by Workday (or will require its subcontractors to conduct a background check on their own personnel) who will have access to Customer Content. Such background check shall be in the form generally used by Workday in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process. Workday will not allow any person performing under this Agreement on behalf of Workday to be assigned to have access to Customer Content whose background check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money laundering. 10.5 Code of Conduct. Workday has a published code of conduct available on its public web site with rules for ethical business conduct which complies with applicable law. Workday uses commercially reasonable efforts to ensure that Workday complies with its code of conduct, including but not limited to periodic training of employees about the code. 10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 10.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Customer employees, respectively) (“Force Majeure”). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused, provided that notice of the Force Majeure event is given in writing within fifteen (15) days after the Force Majeure event begins. Such notice shall identify the nature of the Force Majeure event, its expected duration and the probable impact on the performance of the affected party’s obligations. 10.8 Assignment. Except as specified in Section 9.9 (Novation to Workday), neither Customer nor Reseller may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an “M&A assignment”) so long as the assignee agrees to be bound by all of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non-assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 7 of 10 obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This provision shall not apply to Federal Customers. 10.9 Governing Law; Venue. a. If Customer is a. U.S. federal government or any agency, department, instrumentality, or entity thereof, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with U.S. federal law, and jurisdiction and venue shall be as required or permitted by federal law or regulation. b. A state government or any agency, department, instrumentality, public university or school system, private university that accepts public funds, public development corporation or authority, or other entity thereof, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of that state, and jurisdiction and venue shall be as required by the laws of that state. c. A local government or any agency, department, instrumentality, public university or school system, public development corporation or authority, or entity thereof, then this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of the state where the local government located, and jurisdiction and venue shall be as required by the laws of that state. b. Except as otherwise provided for in Paragraph a, this Agreement and any other ancillary agreement between the parties shall be governed and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflict of law thereof that would require the application of the laws of any other state or jurisdiction. c. Process may be served on either party by first-class registered mail, as well as in any other manner authorized by applicable law or court rule. Neither the UCITA nor the United Nations Convention on Contracts for International Sale of Goods will apply to this Agreement, except as expressly adopted herein. 10.10 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction, unless authorized by the United States government. 10.11 Workday SLA Service Credits. If, in any rolling six-month period, Workday fails to meet the monthly Service Availability or Service Response commitments described in the SLA (a “Failure”), Customer may request the following remedies from Reseller no later than six months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, “Service Credit” means a credit equal to the stated percentage of the applicable monthly Subscription Fee for the affected Service. Workday shall direct Reseller to deduct the highest applicable Service Credit from the next invoice for Subscription Fees or, if there is no subsequent invoice, shall refund the Service Credit to the Reseller who will pass on the Credit to Customer. The remedies in this section are the Customer’s exclusive remedies for any Failure. 10.12 Applicability of Order Forms. All Workday Services and Subscriptions are provided as described in the applicable Order Form used by Workday in its customer course of business. With regards to Workday’s obligations to Customer, the terms applicable to a particular SKU contained on an Order Form is available here: https://www.workday.com/en-us/legal/universal-contract-terms-and-conditions/index.html. Any Terms and Conditions on an Order Form that relate to indemnification or payment, or that otherwise conflict with the applicable Contract Vehicle, or that are otherwise prohibited by law, shall not apply to Customer. The description of the service on the Order Form shall take precedence over any conflicting descriptions in a final quote or order even when Customer is not a party to the Order Form, unless Reseller and Customer ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 8 of 10 specifically negotiate otherwise in writing an alternative description, and provided that any conflicting or alternative descriptions shall not be binding on Workday. 10.13 Federal Government End Use Provisions. Workday provides pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime or subcontract. Additionally, the parties agree that the purpose of this Agreement is to provide a sophisticated integrated system solution, principally for the provision of a product, not a service and as such, neither the Service Contract Act nor its related statutes or regulations apply to Workday’s performance hereunder. 10.14 Publicity. Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Workday may use Customer's name in lists of customers and on its website, including, but not limited to, Workday’s community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from Workday. For the avoidance of doubt, this section does not prohibit Workday from referencing Customer's name in a verbal format. 10.15 Miscellaneous. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 10.11 Local Law Requirements: Canada. With respect to Customers domiciled in Canada, the following provisions shall apply: (a) Choice of Language. The parties accept that the terms of this Agreement be drafted in English. Les parties acceptent que les conditions des présentes soient rédigées en anglais. (b) “Gross Negligence” means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intentional wrongdoing, or was reckless in regard of or wanton indifference to the harmful and foreseeable consequences of such act or failure to act but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone). 11. Definitions. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Main Subscription Agreement, including the SLA, Security Exhibit, Data Processing Exhibit, Business Associate Exhibit, and any other exhibits, addenda, or attachments hereto, and any fully executed Order Form. “Audit Reports” means the most recently completed security audit reports prepared by Workday’s independent third party auditor and other security relevant assessment reports for the applicable Service as identified in the Product Terms, which may be updated by Workday from time to time. No update will materially decrease the protections provided by the controls set forth in the applicable Audit Report during the Term. “AUP” means the acceptable use policy for the applicable Service located at https://community.workday.com/aup, which also incorporates by reference acceptable use policies of applicable Workday Subprocessors. “Authorized Parties” means Customer’s or an Affiliate’s Workers and third party providers who are authorized by Customer (a) in writing, (b) through the Service’s security designation, or (c) by system integration or other data exchange process to access Customer’s Instance or receive Customer Content. ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 9 of 10 “Claim” means a claim, demand, lawsuit or other legal proceeding brought against a party to this Agreement. “Confidential Information” means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Content; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how and other significant and valuable business information that would otherwise be considered to be trade secrets under Law, that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties). Confidential Information does not include any information that, without the Recipient’s breach of an obligation owed to the Discloser: (1) is or becomes generally known to the public; (2) was known to Recipient prior to disclosure by Discloser; (3) was independently developed by Recipient; or (4) is received by Recipient from a third party. Customer Content will not be subject to the exclusions set forth in this definition. “Contract Vehicle” means a consortium or government wide acquisition contract that Workday is either a party to directly, or which Workday has allowed Reseller to use to sell Workday Services, and, if applicable, has been incorporated in the Reseller Agreement. “Customer Content” means electronic data or information submitted to the Service by Customer or Authorized Parties. “Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its users and/or Authorized Parties relating to the operation or functionality of the Service. “Data Processing Exhibit” or “DPE” means the Universal Data Processing Exhibit located at https://www.workday.com/en-us/legal/universal-contract-terms-and-conditions/index/exhibits.html,which may be updated by Workday from time to time to comply with applicable Data Protection Laws applicable to Workday as a Data Processor. No update will materially decrease Workday’s Data Processor obligations under the DPE. “Documentation” means the current version of the Workday electronic Administrator Guide for the applicable Service application, which may be updated by Workday from time to time. “Enhanced Features” shall have the same meaning as set forth in the applicable Product Terms. “Improvements” means all improvements (including verification of such improvements), updates, enhancements (including Enhanced Features), error corrections, bug fixes, prevention of or addressing service or technical problems, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers. “Instance” means a unique instance of the Service, with a separate set of Customer Content held by Workday in a logically separated database (i.e., a database segregated through password-controlled access). “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. “Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to the respective party. “Loss” means reasonable attorneys’ fees and any damages or costs finally awarded or entered into in settlement of a Claim. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs. “Non-Workday Content” means a third-party product, web-based, offline, mobile, or other software application functionality or other content that is provided by Customer or a third party and interoperates with a Workday Service application. “Order Form” means the commercial form that Workday uses to conduct its business in the customary course of its business or the equivalent document used by Reseller to convey the pricing and SKUs being purchased by Customer. An order form may contain product or service descriptions, pricing, or other usage terms. Order Forms, as used in this EUSA, do not include ����������������
Agreement Number- END USER SUBSCRIPTION AGREEMENT
End User Subscription Agreement ©2024 Workday v2.1 Page 10 of 10 the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional or inconsistent with the terms of this Agreement. “Personal Data” has the definition set forth in the DPE. “Product Terms” means the product terms for a specific Service application as identified via URL in or attached to the subscription Order Form, which may be updated by Workday from time to time; provided that no update will materially decrease the applicable security and privacy commitments and any such changes will not become effective until 30 days after notice to Customer. “Production” means the Customer’s use of or Workday’s written verification of the availability of the Service (a) to administer its users (as identified in the applicable subscription Order Form); (b) to generate data for Customer’s books/records; or (c) in any decision support capacity. Production does not include sandbox, preview, or implementation Instance. “Reseller” means the Contracting entity directly selling Workday Service to Customer. “Reseller Agreement” means the contract between Reseller and Customer. “Security Breach” means (a) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Content; provided that an incidental disclosure of Customer Content to an Authorized Party or Workday, or incidental access to Customer Content by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law; (b) any Personal Data Breach as defined in the DPE, and (c) any security breach (or substantially similar term) as defined by Law affecting Customer Content. “Security Exhibit” means the Universal Security Exhibit located at https://www.workday.com/en-us/legal/universal-contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time. No update will materially decrease the protections provided by the controls set forth in the Security Exhibit. “Service'' means the applicable Workday software-as-a-service application and Improvements (as described in the Documentation and Product Terms) as subscribed to under an Order Form. For purposes of clarification, Service excludes professional services, support services, training services, and Non-Workday Content. “Signature Document” means the document signed by the parties which lists all the terms and conditions forming part of this Agreement to which the parties agree to be bound. “SLA” means the Production Support and Service Level Availability Policy for the Service application(s) identified in the applicable Product Terms, which may be updated by Workday from time to time. No update will materially decrease Workday’s responsibilities under the SLA. “Subscription Fees” means all amounts invoiced and payable by Customer for the applicable Service under an Order Form. ����������������
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REQUEST FOR PROPOSAL (RFP) FOR
Cloud Solutions for HR, Finance and Planning

SOLICITATION NUMBER
RFP 24-S918

PUBLICATION DATE
September 24, 2024

QUESTIONS SUBMITTED BY
October 14, 2024, 2:00 pm CT
SUBMITTAL DUE DATE AND TIME:

Thursday, November 7, 2024, 2:00pm CT
Competitive solicitation by Region 14 Education Service Center on behalf of itself and other government agencies
and made available through OMNIA Partners, Public Sector, Inc.

NOTICE TO SUPPLIER: When partnering with OMNIA Partners, Region 14 uses Bonfire (https://omniapartners.bonfirehub.com) to advertise solicitations, manage supplier questions, receive submittals and manage submittal evaluations. Questions regarding this solicitation must be submitted through Bonfire using the Ask a Question button and should be submitted before the questions due date time stated herein. Answers to questions will be posted in Bonfire approximately one week prior to the submittal due date and time.

Public Opening: Submittals will remain sealed by Bonfire until the submittal due date and time specified herein. Submittals received outside of Bonfire will not be accepted. At the due date and time listed, or modified via addenda, submittals will be opened, read aloud publicly and suppliers’ names recorded via the virtual meeting below.

Meeting URL:
https://omniapartners.zoom.us/j/83282650224?pwd=gQ07IRLeuXnNmVvFxb3d4Dfjds8xkz .1&from=addon
Call In #: (301) 715-8592
Meeting ID: 832 8265 0224
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I. INTRODUCTION
It is the intention of Region 14 Education Service Center (herein “Region 14 ESC”) to establish a contract for [insert category] for use by Region 14 ESC and other public agencies supported under this contract.

Region 14 ESC aims to achieve the following objectives through this RFP. • Provide a comprehensive competitively solicited contract offering products and s ervices to public agencies;
• Achieve cost savings for public agencies and suppliers through a single competitive solicitation process that eliminates the need for multiple proposals; • Combine the purchasing power of public agencies to achieve cost effective pricing; • Reduce the administrative and overhead costs of p ublic agencies and suppliers through best in class purchasing procedures.

Region 14 Education Service Center (“Region 14 ESC”)
Region14 ESC schools are called Rural West Texas Schools that serve over 50,000 students in 42 school districts located in 13 counties which make up Region 14. Services are delivered to more than 3,900 professional educators and over 200 administrators who impact the lives of all of our children on 160 campus sites. There are seven institutions for higher learning including 3 universities, 3 colleges, and 1 technical college in Region 14.

National Contract

The Region 14 Education Service Center, as the Principal Procurement Agency, defined in APPENDIX B, has partnered with OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”) to make the resultant contract (also known as the “ Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“ Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Region 14 Education Service Center is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”) and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on APPENDIX B, or as otherwise agreed to. APPENDIX B contains additional information about OMNIA Partners and the cooperative purchasing program.

OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners’ public sector subsidiaries and affiliates, our participants have access to competitively solicited and publicly awarded cooperative agreements. For all public sector contracts, the lead agency contracting process continues to be the foundation on which we were established. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits.
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OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Supplier, OMNIA Partners provides marketing and administrative support for the Supplier that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Supplier benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier’s need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the OMNIA Partners documents APPENDIX B While no minimum volume is guaranteed to the Supplier , the estimated annual volume of Cloud Solutions for HR, Finance and Planning purchased under the Master Agreement through OMNIA Partners is approximately $100 million . This projection is based on the current annual volumes among the Region 14 Education Service Center , other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and OMNIA Partners. ����������������

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II. SCOPE

The purpose of this Solicitation is to invite qualified cloud solution providers, and As -A-Service solution vendors, to submit proposals for providing comprehensive and scalable cloud solutions for HR, Finance, and Planning. The proposed solutions should align with an organization's strategic goals to enhance operational efficiency, increase scalability, reduce IT infrastructure costs, and ensure robust data security and compliance.

Cloud Services - Types for SaaS, IaaS and PaaS
(Software-as-a-Service, Infrastructure-as-a-Service, Platform-as-a-Service) Cloud Solution Providers should identify and describe their service offerings by Cloud Service Model (i.e. SaaS, IaaS or PaaS), along with additional sub-categories and descriptors. The following sub-categories and descriptors do not make up the complete list. Cloud Service Providers must either identify the category of service from the list below or provide the sub-category and descriptors of their service offering within one of the three Cloud Service Models.

Scope of Services

• Analytics
o Data Analytics
o Business Intelligence
• Customer Relationship Management
• Citizen Relationship Management
• Data Management
• E-Discovery
• Electronic Records Management
• Enterprise Resource Planning (ERP)
o HR
 Payroll
 Time, Attendance and Scheduling
 Recruitment and Hiring

o Finance
 Assume Accounts Payable / Receivable
 General Ledger
 Budget
• Procurement
• Planning
• Travel Management
• Workflow and Electronic Signature
• Other (identify additional sub-categories and/or descriptors)

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General Business Environment & Solicitation Overview:

Cloud computing is a model for enabling ubiquitous, convenient, on-demand network access to a share pool of configurable computing resources (e.g., networks, servers, storage, applications, and services) that can be rapidly provisioned and released with mi nimal management effort or service provider interaction.

Definitions:

Cloud based services terminology varies greatly within the information technology industry. In an effort to clarify the target audience and the intent of this solicitation effort, the following definitions are offered:

Cloud Based Services Providers
Definition - A cloud-based services provider is a person, an organization; it is the entity responsible for making a service available to interested parties. A cloud -based service provider acquires and manages the computing infrastructure required for providing the s ervices, runs the cloud software that provides the services, and makes arrangement to deliver the cloud services to the cloud consumers through network access.

A cloud-based service provider may utilize subcontractors and/or third parties to fulfill parts of the cloud service delivery (“authorized partners”).

Services & Models

All of the Cloud Service Based Models must follow the NIST definition of cloud computing found in NIST Special Publication 800- 145. This cloud model is composed of five essential characteristics, three service models, and four deployment models.

A successful Offeror’s cloud-based service model(s) must meet the five essential characteristics which include:

On-demand self-service. A consumer can unilaterally provision computing capabilities, such as server time and network storage, as needed automatically without requiring human interaction with each service provider.

Broad network access. Capabilities are available over the network and accessed through standard mechanisms that promote use by heterogeneous thin or thick client platforms (e.g., mobile phones, tablets, laptops, and workstations).

Resource pooling. The provider’s computing resources are pooled to serve multiple consumers using a multi-tenant model, with different physical and virtual resources dynamically assigned and reassigned according to consumer demand. There is a sense of location independence in that the customer generally has no control or knowledge over the exact location of the provided resources but may be able to specify location at a higher level of abstraction (e.g., country, state, or datacenter). Examples of resources include storage, processing, memory, and network bandwidth.

Rapid elasticity. Capabilities can be elastically provisioned and released, in some cases automatically, to scale rapidly outward and inward commensurate with demand. To the consumer, the capabilities available for provisioning often appear to be unlimited and can be appropriated in any quantity at any time.

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Measured service. Cloud systems automatically control and optimize resource use by leveraging a metering capability1 at some level of abstraction appropriate to the type of service (e.g., storage, processing, bandwidth, and active user accounts). Resource usage can be monitored, controlled, and reported, providing transparency for both the provider and consumer of the utilized service.

A successful Offeror must provide at least one of the following cloud-based service models in order to be considered for award. These three cloud-based service models align with NIST requirements and standards. The cloud-based services models are defined as:

Software as a Service (SaaS) - as used in this Master Agreement is defined as the capability provided to the consumer to use the provider’s applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email), or a program interface. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited userspecific application configuration settings.

Infrastructure as a Service (IaaS) - as used in this Master Agreement is defined the capability provided to the consumer is to provision processing, storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications; and possibly limited control of select networking components (e.g., host firewalls).

Platform as a Service (PaaS) - as used in this Master Agreement is defined as the capability provided to the consumer to deploy onto the cloud infrastructure consumer -created or acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services, and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, or storage, but has control over the deployed applications and possibly application hosting environment configurations.

A successful Offeror will have the ability to provide cloud-based services through the following deployment methods:

Private cloud. The cloud infrastructure is provisioned for exclusive use by a single organization comprising multiple consumers (e.g., business units). It may be owned, managed, and operated by the organization, a third party, or some combination of them, and it may exi st on or off premises.

Community cloud. The cloud infrastructure is provisioned for exclusive use by a specific community of consumers from organizations that have shared concerns (e.g., mission, security requirements, policy, and compliance considerations). It may be owned, managed, and operated by one or more of the organizations in the community, a third party, or some combination of them, and it may exist on or off premises.

Public cloud. The cloud infrastructure is provisioned for open use by the general public. It may be owned, managed, and operated by a business, academic, or government organization, or some combination of them. It exists on the premises of the cloud provider.

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Hybrid cloud. The cloud infrastructure is a composition of two or more distinct cloud infrastructures (private, community, or public) that remain unique entities, but are bound together by standardized or proprietary technology that enables data and application portability (e.g., cloud bursting for load balancing between clouds)

Note: In order to comply with NIST Standards and Requirements but encourage the development and use of new technologies and as new definitions or modifications of NIST Standards and Requirements are established, the scope of services for the Solicitation may be modified to align with those definitions, pursuant to Region 14 Education Service Center . The scope of services may be modified for each awarded contract if both parties agree to the modification. No contract may be extended beyond the terms of the c ontract included in this solicitation as a result of a modification.

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III. INSTRUCTIONS TO SUPPLIERS

1. Submission of Response.
• Responses shall be received electronically no later than the submittal due date and time via Bonfire at https://omniapartners.bonfirehub.com/.
• Bonfire will not accept any responses after the specified due date and time. • Only responses received via Bonfire will be accepted. Faxed or mailed responses will not be accepted.
• Responses may be submitted on any or all items, unless stated otherwise. Region 14 ESC reserves the right to reject or accept any response.
• Proposals may be rejected for failure to comply with the requirements set forth in this solicitation.

2. Required Proposal Format. Responses shall be submitted electronically via Bonfire. Separate files should be used to separate the proposal into sections, as identified below. Supplier s failing to organize in the manner listed may be considered non-responsive and may not be evaluated.

It’s recommended that all sections , with the exception of section 2 (Pricing), be submitted in Portable Document Format (PDF). Pricing may be submitted separately in an alternate format (e.g. xlsx, xls, csv).

Sections
Section 1 – Signature Form
Section 2 – Pricing
Section 3 – Ability to Perform, including response to the national program (Appendix B) Section 4 – References and Experience
Section 5 – Value Added Products and Services
Section 6 – Required Documents

3. Additional Agreements. If a supplier requires an additional agreement, a copy of the proposed agreement must be included with the proposal.

4. Deviations and Exceptions. Deviations or exceptions stipulated in a supplier’s response may result in disqualification. It is the intent of Region 14 ESC to award a supplier’s complete line of products and/or services, when possible. A response to the solicitation is an offer to contract with Region 14 ESC based upon the contract provisions contained in this solicitation, including but not limited to, the specifications, scope of work and any terms and conditions. Suppliers who wish to propose modifications to the contract provisions must clearly identify the proposed deviations and any proposed substitute language. The provisions of the solicitation cannot be modified without the express written approval of Region 14 ESC. If contract provisions are not expressly approved in writing by Region 14 ESC , the contract provisions contained in the solicitation shall prevail.

5. Disclosures.
• Supplier affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

• The supplier affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain ����������������

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any favoritism that would in any way limit competition or give an unfair advantage over other suppliers in the award of this contract.

6. Withdrawal of Response. After submittal due date and time, withdrawal of a response will not be allowed for a period of 120 days. Pricing will remain firm for 120 days from submittal.

7. Open Records Policy. Region 14 ESC is a governmental entity . Responses submitted are subject to release as public information after contracts are executed. If a supplier believes that its response, or parts of its response, may be exempted from disclosure, the supplier must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the supplier must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the supplier are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any supplier . Supplier is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

8. Multiple Awards. Multiple contracts may be awarded as a result of the solicitation. Multiple awards will ensure that any resulting contracts fulfill current and future requirements of the diverse and large number of participating public agencies.

9. Protest. A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm Central Time.

Protests shall be filed with Region 14 ESC and shall include the following:

• Name, address and telephone number of protester;
• Original signature of protester or its representative; • Identification of the solicitation by RFP number;
• Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested.

Any protest review and action shall be considered final with no further formalities being considered.
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IV. Region 14 – TERMS AND CONDITIONS
Assignment. Supplier may not assign its rights or obligations under this contract without the prior written permission of Region 14 ESC. Region 14 ESC will not unreasonably withhold approval for a requested assignment.

Audit Rights. Supplier shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 14 ESC and any entity that utilizes this contract. Region 14 ESC reserves the right to audit the accounting for a period of four (4) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 14 ESC shall have the authority to conduct random audits of supplier ’s pricing at Region 1 4 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 1 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 14 ESC shall have the ability to conduct an extensive audit of supplier’s pricing at supplier’s sole cost and expense. Region 14 ESC may conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 14 ESC.

Construction. Supplier shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a r easonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.