05. Apprv Contract and Licensing Agmt w-ClearGov, Inc. for Provision of Budget Preparation Software — Downey City Council, November 28, 2023 (part 1 of 2)

AGENDA MEMO
FInISH

APPROVED BY

CITY MANAGER
TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM :

DATE:

OFFICE OF THE CITY MANAGER
BY: STEPHEN W. HANNAH, DIRECTOR OF FINANCE
NOVEMBER 28, 2023
SUBJECT: CONTRACT AND LICENSING AGREEMENT WITH CLEARGOV, INC. FOR

THE PROVISION OF CITYWIDE BUDGET PREPARATION SOFTWARE

EXECUTIVE SUMMARY
The City Council will consider approving a License and Consulting Service Agreement with ClearGov, Inc. for the provision of a Budget Preparation software for the period of November 1, 2023 through June 30, 2027. The ClearGov budget Preparation Software will greatly enhance the efficiency of the budget preparation process through process workflow and automated communication functionality as well as provide a nearly complete digital budget book at the conclusion of the adoption process. As a result, the City will be saving time, financial resources and improving efficiencies.

RECOMMENDATION
That the City Council:
1 Approve the License and Consulting Services Agreement with ClearGov, Inc. for the development and the provision of a Citywide budget preparation and financial information reporting tool for a three year and seven-month term beginning November 1 , 2023 for a total contract amount of up to $185,090; and Authorize the City Manager, or his designee, to execute the Professional Services Agreements and amendments, as needed.
2 BACKGROUND
The City of Downey has been using the combination of the Eden Financial System (Eden), SAP Crystal Reports, Excel Spreadsheets, forms, emails, memos and various other processes to prepare and publish the annual budget. Due to the number of separated components managed by various divisions, this process has become inefficient and lacks effective communication processes between departments. It has also required a substantial amount of staff time due to the manual entries and paperwork that is associated with an involved process.

Additionally, the combination of Eden reports, Crystal Reports and excel spreadsheets that are provided to departments and City management to initiate each budget preparation cycle do not deliver the financial and budgetary data in an efficient or particularly useable format.

APPROVAL OF AN AGREEMENT WITH CLEARGOV. INC
NOVEMBER 28, 2023
PAGE 2
Key budgetary decisions such as proposed personnel additions or capital requests are inventoried within excel spreadsheets. The financial impact of these decisions is calculated manually numerous times as the budget process advances or as variables change. This creates opportunities where manual mistakes can be made, and decisions being made on incomplete or inaccurate data. Departments are often left waiting for extended periods for the status of their requests.

Activities with significant budgetary impact such as MOU changes or potential increases in benefit costs are difficult to model and are manually calculated on an as needed basis.

These calculations take significant time and do not always provide the scope of information that decisionmakers should have when making related decisions, especially when it comes to comparing to previous years, scenario comparisons, and forecasting financial implications for future budgeting years.

Finally, once the budget is adopted by the City Council, another costly time-consuming effort is undertaken to prepare the budget book. This consolidation of various data sets that exist in multiple formats currently uses a labor-intensive process to create the Budget book in Adobe Indesign.

The budget book created by the selected vendor is a mostly automated product of the software that is Government Financial Officers Association (GFOA) – Distinguished Budget Presentation Award compliant, enhances transparency, and will allow for greater ease of access by City staff, City leadership, and Downey citizens by creating a searchable, linked, document.

ANALYSIS
To address these issues, City staff reviewed four Budget Preparation Software providers:

ClearGov, GovSense, Open Gov Budgeting and Questica. The criteria used in evaluating these four products were:
1 2.
3 4

5. ease of use by City staff;
ability to automatically produce a final budget book in PDF / Paper / and web- based formats;
ability to seamlessly continue as the City’s budget preparation tool after the City replaces its current Eden financial software;
ability to provide multiple financial projections based on varying inputs; and cost.

All four of the reviewed products demonstrated unique strengths. All appeared to allow for a seamless transition when the Finance / Human Resources / Payroll software changes, the ability to produce financial projections, and automatically produce the budget book in the formats needed . ClearGov had a user-friendly look and feel at the data input level that was not a Finance infused spreadsheet appearance. The interface for two products (Questica and OpenGov) had a spreadsheet-like appearance and were not as user friendly for the end user as ClearGov. Additionally, all other products were much

APPROVAL OF AN AGREEMENT WITH CLEARGOV, INC
NOVEMBER 28, 2023
PAGE 3
more costly. As a result, the City would be receiving better functionality at a lower cost with the ClearGov product.

Comparative 5-year pricing for each product is:

Amount
Fiscal ClearGov Questica OpenGov
Year Low
OpenGov
High
$ 170,000.00
113,300.00
116,699.00
120, 199.97
127,411.97
$ 647,610.94
Gov Sense
2023-24
2024-25
2025-26
2026-27
2027-28
Total
$ 29,385.42
50,375.00
51,886.25
53,442.84
56,649.41
$ 241,738.92
$ 153,053.00
87,376.80
91 ,745.64
96,332.92
101.149.57
$ 529,657.93
$ 105,000.00
72, 100.00
74,263.00
76,490.89
81,080.34
$ 408,934.23
$ 98,000.00
54,590.00
56,227.70
57,914.53
61,389.40
$ 328, 121.63
Avg Per Year $ 48,347.78 $ 105,931.59 $ 81,786.85 $ 129,522.19 S 65,624.33 Based on the results of the product demonstrations and the quotes provided, staff recommends the acquisition of ClearGov as the City’s budget preparation solution. This decision is based on the perceived ease of use and lower cost of the product.

ClearGov was founded in 2015 with the goal of making it easier for citizens to better understand how their tax dollars were put to work. Today, ClearGov play a significant role in providing public sector technology solutions to help local governments simplify their budgeting processes. ClearGov’s Budget Cycle Management solution helps local governments modernize and streamline their entire budgeting process. ClearGov solutions are utilized successfully by more than 900 agencies, including Redondo Beach, South El Monte, Lake Elsinore. Dana Point, Corona, La Palma, Lake Forest, Murrieta, Manhattan Beach, and Tustin.

ClearGov holds competitively bid BuyBoard Contract #692-23, which is eligible for use per the City of Downey’s Cooperative Purchasing policy. The Buyboard Cooperative is governed by an eight-member board of directors representing members from different parts of the country. The National Purchasing Cooperative (BuyBoard) is a public agency that complies with state bidding requirements, and identifies qualified vendors of commodities, goods and services. Because the competitive procurement process has been completed, members save time and resources that would have been spent preparing and conducting a formal RFP. Cost savings can be achieved through the competitive price of the product and the reduction of internal administrative time and effort
The initial contract pricing for this implementation is structured as follows:

APPROVAL OF AN AGREEMENT WITH CLEARGOV, INC
NOVEMBER 28. 2023
PAGE 4
Fiscal
Year
2023-24
Amount
$ 29,385.42
2024-25
2025-26
2026-27
Total
50,375.00
51 ,886.25

53.442.84
$ 185,089.51
Staff plans to utilize the ClearGov software for the Fiscal Year 2024-2025 budget process Implementation of this program generally takes 60 to 90 days includes six phases: 1.

Discover, 2. Prepare, 3. Map and Review, 4. Train and Configure, 5. Promote and Educate, and 6. Wrap Up. Further information regarding the implementation process can be found in Attachment D.

Typical Onboarding Timeline
2 - 4 \VEEKS 4-6 WEEKS 2 - 4 WEEKS
Promote & Educate
Discover Prepare•+-„-“Map & Review
Train & Configure

CITY COUNCIL PRIORITIES
Fiscal Responsibility
Efficiency and Adaptability

FISCAL IMPACT
Approval of the recommended actions will result in an additional appropriation of $29,386 in the General Fund, Finance Department, Account No. 10-4-1350-0700 for Fiscal Year 2023-2024. The remaining years will be budgeted in future budget cycles.

ATTACHMENTS
Attachment A: ClearGov Agreement
Attachment B: Master Agreement
Attachment C: Additional Quotes Received
Attachment D: ClearBudgets Onboarding Process

Service Order
2 Mill & Main; Suite 630; Maynard, MA 01754
r
Contact Phone 1 607-760-0524
t Order valid if signed by Dec 15, 2023
Customer Information
Billing ContactRoger BradleyCustomer
TitleCity Manager
r EmailDowney, CA 90241
562-869-7331 PO # (if any)
Finance Department
Finance
[email protected]
This Service Order will be contracted through
ClearGov ContractProcurement Aggregator
Buyboa rd Proposal No. #692-23m
The Services you will receive and the Fees for those Services are Tier/RateSet up Services
ClearGov Setup: Includes activation, onboarding and training for ClearGov solutions TIer 4 TIer 4Onboarding Discount: WAIVED customer value add
Total ClearGov Setup Service Fee - Billed ONE-TIME
TierSubscription Services
Tier 4ClearGov BCM Operational Budgeting - Civic Edition ClearGov BCM Personnel Budgeting - Civic Edition Tier 4 Tier 4ClearGov BCM Capital Budgeting - Civic Edition
ClearGov BCM Digita1 Budget Book - Civic Edition Tier 4 TIer 4ClearGov BCM Bundle Discount: Discount for bundled BCM solutions Total ClearGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE Service Fees
18,000.00$
(18,000.00)$
$
Service Fees
24,000.00$
21,800.00$
17,300.00$
14,400.00$
(27, 125.00)$
ClearGov will provide your Services according to this schedule..

Period DMation
eSetup
ClearGov Subscription ServicesJun 30, 2024Dec 1, 2023Pro-Rata ClearGov Subscription ServicesJul 1, 2024 Jun 30, 2027Initial To be clear,,ou will be billed as follows
Amount(s)Notes
WAIVED One Time Setup FeeDec 1, 2023
ODec 1, 2023
Jul 1, 2024 r
Billing Terms and Conditions
e d on or before this dateValid Until

All invoices are due Net 45 days from the date of invoice.Payment Net 45 Initial Period ly increase by this amount.3% per annum 1 During the Initial Service Period, the Annual Subscription Service Fee shallRate Increase Service Fee shall automatically increase by this amount.6% per annum 1 After the Initial Service Period, the Annual General Terms & Conditions
During the first thirty (30) days of the Service, Customer shall have the option to terminate the Service, by providing written notice. In the event that Customer exercises this customer satisfaction guarantee option, such termination shall become effective immediatejy and Customer shall be eligible for a full refund of the applicable Service Fees.

ClearGov and Customer mutually agree to the ClearGov Service activation and onboarding process set forth in the attached Statement of Work. Please note that ClearGov will not activate and/or implement services for any Customer with outstanding balance past due over 90 days for any previous subscription services.

The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes.

In accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction, ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to ClearGov demonstrating Customer's exemption from such taxes.

Subject to the termination rights and obligations set forth in the ClearGov BCM Service Agreement, this ClearGov Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for the Service(s) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the completion of the applicable Service Period. To be clear, Customer shall have the option to Terminate this Service Order on an annual basis by providing notice at least sixty (60) days prior to the end of the then current Annual Term.

After the Initial Period, the Service Period for any ClearGov Annual Subscription Services shall automatically renew for successive annual periods (each an •Annual Terma), unless either Party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then current Annual Term.

Customer Satisfaction
Guarantee
Statement of Work
Taxes
Term & Termination
Auto-Renewal
Appropriations ClearGov acknowledges that this Service Order is subject to ongoing appropriations by Customer's applicable appropriating body and/or board of directors.

This ClearGov Service Order shall become binding upon execution by both Parties. The signature herein affirms your commitment to pay for the Service(s) ordered in accordance with the terms set forth in this ClearGov Service Order and also acknowledges that you have read and agree to the terms and conditions set forth in the ClearGov BCM Service Agreement found at the following URL: hEEp;// www.tJHrGQV,CQm/term$-and-mndiUQn$ Tbis Service Order incorporates by reference the terms of such ClearGov BCM Service Agreement. In event of any conflict between the terms set forth in this ClearGov Service Order and any terms or conditions set forth in the ClearGov BCM Service Agreement, the terms of this ClearGov Service Order shall prevail.

Agreement
Customer ClearGov, Inc
Signature Signature
Name I Roger Bradley
I
Name I Bryan A. Burdick
Title I President
Customer Upgrades {ClearGov internal use onI
This Service Order is a Customer If Yes: Original Service Order DateNoUlrade

ha©l Net 45 All invoices are due Net 45 days from the date of inveia.

Initial be.r%1 @]
3% per annum I During the Initial Service Period, the Annual Subscription Service Fee shall aut increase by this amountRate Increase ®6 A MnaUQny haease by a)is amQunl
General Terms & Conditions
carty (30) cIa@IMBe, CMr shalIMMibn to tmfe the Mig&XMMM written notice. In the event that cuaomer exercises this customer satisfaction guarantee option, such termination shall become effective immediatejy and Customer shall be eljgjble for a full refund of the aDolicable Service Fees. attached Statement of Work. Please note that ClearGov will not activate and/or implement services for any Customer with outstanding balance past due over 90 days for any previous subniption servIces.

The Sea/B@ Fees a8Elillmr amounts setj®I abode Ema
In accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this &ansaction, ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unlus documentation is provided to ClearGov demonstrating Customer's exemption from such taxes.

Subject to the termination rigt=;FF8TFiaTMaRITCM Service Agree1 BiT Servi@ Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for the Service(s) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the aompletion of the appliable Service Period. To be dear, Customer shall have the option to Terminate this Service Order on an annual basis by providing notiae at least sixty (60) days prior to the end of the then current Annual Term.

Fe Ie Initial Period, the Service Period for any CiearGov Annual Subscription Services shall automatically renew for succusive annual periods (each an -AmId TermD, unless either Party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then current Annual Term.

Customer Satisfaction
Guarantee
Statement of Work
Taxes
Term & Termination
Auto.Renewal
Appropriations CtearGov acknowledges that this Service Order is subject to ongoing appropriaUons by Customer’s applicable appropriating body and/or board of directors.

L s. The signature herein affirms your
commitment to pay for the Service(s) ordered in accordance with the terms set forth in this ClearGov Service Order and also acknowledges that you have read and agree to the terms and conditions set forth in the ClearGov BCM Service Agreement found at the following URL: hRp;//WWW,aearGQV,CQm/Eerms-and<QndhiQns. This Service Order incorporates by reference the terms of such CleaN;ov BCM Service Agreement. In event of any conflict between the terms set forth in this ClearGov Service Order and any terms or conditions set forth in the ClearGov BCM Service r eement, the terms of this aearGov Service Order shall prevail.

Agreement
Customer ClearGov, Inc
Signature Signature
a
I
Name I Bryan A. Burdick
President
Se o
Customer UDarades fClearGov internal use onI
This Service Order is a Customer
If Yes: Original Service Order DateNoUrade

APPROVED AS TO FORM
CITY AfroRNEY

Statement of Work
This Statement of Work outlines the roles and responsibilities by both ClearGov and Customer required for the activation and onboarding of the ClearGov Service. ClearGov will begin this onboarding process upon execution of this Service Order. All onboarding services and communications will be provided through remote methods - email and web conferenci
ClearGov Responsibilities
- ClearGov will activate ClearGov Service subscription(s) as of the applicable Start Date(s). ClearGov will create the initial Admin User account, and the Customer Admin User will be responsible for creating additional User accounts. - ClearGov will assign an Implementation Manager (IM) responsible for managing the activation and onboarding process. ClearGov IM will coordinate with other ClearGov resources, as necessary.
- ClearGov IM will provide a Kickoff Call scheduling link to the Customer’s Primary Contact. Customer should schedule Kickoff Call within two weeks after the Service Order has been executed.
- if Customer is subscribing to any products that require data onboarding:
- ClearGov IM will provide a Data Discovery Call scheduling link to the Customer’s Primary Contact. Customer should schedule Data Discovery Call based on the availability of Customer’s staff.
- ClearGov will provide Customer with financial data requirements and instructions, based on the ClearGov Service subscription(s). - ClearGov will review financial data files and confirm that data is complete, or request additional information, if necessary. Once complete financial data files have been received, ClearGov will format the data, upload it to the ClearGov platform and complete an initial mapping of the data. - After initial mapping, ClearGov will schedule a Data Review call with a ClearGov Data Onboarding Consultant (DOC), who will present how the data was mapped, ask for feedback, and address open questions. Depending upon Customer feedback and the complexity of data mapping requests, there may be additional follow-up calls or emails required to complete the data onboarding process. - ClearGov will inform Customer of all training, learning, and support options. ClearGov recommends all Users attend ClearGov Academy training sessions and/or read Support Center articles before using the ClearGov Service to ensure a quick ramp and success. As needed, ClearGov will design and deliver customized remote training and configuration workshops for Admins and one for End Users - via video conference - and these sessions will be recorded for future reference.
- ClearGov will make commercially reasonable efforts to complete the onboarding/activation process in a timely fashion, provided Customer submits financial data files and responds to review and approval requests by ClearGov in a similarly timely fashion. Any delay by Customer in meeting these deliverable requirements may result in a delayed data onboarding process. Any such delay shall not affect or change the Service Period(s) as set forth in the applicable Service Order.

Customer Responsibilities
Customer’s Primary Contact will coordinate the necessary personnel to attend the Kickoff and Data Discovery Calls within two weeks after the Service Order has been executed. If Customer needs to change the date/time of either of these calls, the Primary Contact will notify the ClearGov IM at least one business day in advance.

If Customer is subscribing to any products that require data onboarding Customer will provide a complete set of requested financial data files (revenue, expense, chart of accounts, etc.) to ClearGov in accordance with the provided by ClearGov
Primary Contact will coordinate the necessary personnel to attend the Data Discovery and Data Review calls. It is recommended that all internal review, Customer shall providestakeholders with input on how data should be mapped should attend. Based on these calls and any a detailed list of data mapping requirements and requested changes to data mapping drafts in a timely manner, and Customer will approve the final data satisfaction.mapping, once completed to
Customer will complete on-demand training modules in advance of customized training & configuration workshops.

Customer shall be solely for importing and/or inputting applicable text narrative, custom graphics,metriu, capital requests, personnel data, and other such information for capital budget, personnel budget, budget books, projects,etc.

AClearGov ClearGov BCM Service Agreement
Tbis ClearGov BCM Service Agreement (the "AgreemenF\ is made and entered into by and between ClearGov, Inc. ("CleaN;ov-\, a Delaware corporation with its principal offices at 2 Mill & Main; Suite 630, Maynard, MA 01754 and Customer (as defined in the applicable ClearGov Service Order) (each a -Party” and collectively the "Partiesq. This Agreement governs the terms and conditions under which Customer may utilize the ClearGov Service as set forth herein and as specified in one or more applicable ClearGov Service Order(s) executed by Customer in connection herewith and incorporated herein (the '’ClearGov Service Order(s)q . In event of any conflict between the terms set forth in this Agreement and any terms or conditions of any applicable ClearGov Service Order, the terms of the applicable ClearGov Service Order shall prevail.

Customer Data specifically excludes ClearGov Data as well as any anonymized, custDmized, modified or derivative works related to the Customer Data.
"Customer State” means the state, commonwealth or
territory in which the Customer is located.
"Customer Web S/tenmeans any Web site owned and
operated by Customer.
"Documentation" means any accompanying proprietary
documentation made available to Customer by ClearGov for use with the ClearGov Service, including any documentation available online or otherwise.
"Sensitive Data: means any Customer Data that may
reasonably be deemed sensitive and/or private in nature, including but not limited to personal wage garnishment$ individual healthcare-related expenses, data protected by HIPAA. etc.
"Soaware“rneans the source code and/or other code which are material elements of the ClearGov Apps and ClearGov Service.

1.9)

1.10)

1.11)

1.12)
WHEREAS ClearGov owns and operates the ClearGov Service, a Web- based SaaS solution that includes a variety of ClearGov App(s) and provides various features and functionality via such ClearGov App(s); and

1.13)
WHEREAS Customer wishes to utilize the ClearGov Service in order to convey fiscal budget, key metrics and other information to the public as well as to leverage the functionality of such CiearGov App(s); 2)Service Usage & Licenses.

2.1) Account Password and Security. Customer shall protect its passwords and take full responsibility for Customer's own, as well as any third-party, use of the Customer Account(s).

Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any
activities performed by ClearGov as set forth herein. Customer agrees to notify ClearGov immediately upon learning of any unauthorized use of a Customer Account or any other breach of security. From time to time, ClearGov's support staff may log in to the Customer Account in order to maintain or
improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.

2.2) ClearGov License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable ClearGov Service Order(s), ClearGov grants Customer a
limited. revocable. non-exclusive, non-transferable, non- distributable, worldwide license to utilize the ClearGov Service for the following functionality:
a) Content Delivery. Customer may integrate, link and
publish applicable public-facing content from the
applicable ClearGov Apps within one or more Customer
Web Site(s);
b) Application Access. Customer may access the ClearGov Apps via Customer’s Account to utilize the functionality provided within such ClearGov Apps; and
c) API Access. Customer may access the ClearGov API to
distribute and display public-facing content from the
ClearGov Apps within one or more Customer Web Site(s).

NOW THEREFORE. in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ClearGov and Customer hereby agree as follows:
1)Definitions. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the following meanings:

1.1) ’Hccor/nt" means an access point for the ClearGov Service that requires registration by the Customer.

1.2) '’ClearGov API" means an application programming
interface that provides access to specified content and functionality within certain ClearGov Apps.

1.3) “ClearGov Apps" means collectively all of the Web
applications hosted by ClearGov and available via the
ClearGov Service, including but not limited to the applications listed in any applicable ClearGov Service Order. All features, functionality, reports, etc. for each ClearGov App are included as material elements of the applicable ClearGov App.

ClearGov may modify, combine, add or delete ClearGov Apps from the ClearGov Service from time to time at its sole discretion, provided that in the event that ClearGov
terminates or deletes any ClearGov App to which Customer is actively subscribing, ClearGov shall provide a pro-rata refund for the applicable portion of the Subscription Service Fee for the remainder of the then current Service Period.

1.4) "ClearGov Datan means any aggregated and normalized key metrics and benchmarking data collected by ClearGov for the delivery of the ClearGov Service.

1.5) "ClearGov ServiceH nears the complete set ofClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Data, ClearGov Web Site, the
Documentation and the Software.

1.6) "ClearGov Web S/fe“means the Web site owned and
operated by ClearGov and made available at the following URL: http://www.ClearGov.com and/or any successor site(s).

1.7) "Customer PDF” meat\s one or more PDF files of Customer’s digital documents created by Customer using the ClearGov Apps

1.8) "Customer Data" mears any data provided to ClearGov by or on behalf of Customer or any data entered or uploaded into the ClearGov Service by or on behalf of Customer,
including Sensitive Data entered or provided by Customer. 3)Term and Termination.

3.1)Term. Ure duration of this Agreement shall be defined in accordance with the Term set forth in all applicable Service Order(5). Tbe Term shall commence upon the Start Date set forth in the first ClearGov Service Order executed between the Parties and shall continue in full force and effect until the termination or expiration of all applicable ClearGov Service Order(s) (the "Terml.

Termination. Tbis Agreement and/or any applicable ClearGov Service Order may be terminated prior to the expiration of the term as follows:
a) Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement
within fifteen (15) days after receipt of written notice

3.2)
ClearGov, Inc.Service Agreement ver. 02.02.23 Page 1 of 4

thereof.
b) Either Party may terminate this Agreement if the other Party is involved in insolvency proceedings, receivership, bankruptcy, or assignment for the bene6t of creditors.

Obligations. Upon expiration or termination of this
Agreement :
a) Each Party shall promptly return to the other all of the Confidential Information of the other Party in its
possession or control;
b) Customer shall cease use of the ClearGov Service and shall remove all links from the Customer Web Site(s) to any content provided by the ClearGov Apps, provided that Customer may continue to provide access to any
Customer PDF(s). Customer shall be solely responsible for hosting and delivering such Customer PDF(s) as well as
any ongoing costs for doing so; and
c) Any outstanding fees shall become immediately due and payable, and termination of this Agreement shall not
relieve Customer from its obligation to pay to ClearGav any such fees.

Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall survive any termination or expiration of this Agreement. as contemplated by this Agreement.
b) Customer represents and warrants that Customer shall not provide or enter Sensitive Data to be displayed in any publicly available element of the ClearGov Service. To the extent that Customer enters or uploads any Sensitive Data into the ClearGov Service. Customer shall assume full
responsibility for the disclosure of such Sensitive Data.

ClearGov is under no obligation to review and/or verify whether or not Customer Data includes Sensitive Data.
c) Customer Data shall remain the property of Customer, and Customer hereby grants ClearGov a limited,
perpetual, irrevocable and royalty-free right to use, copy, modify, and display the Customer Data within any
ClearGov App(s) and for the purpose of providing the
ClearGov Service.

Proprietary Rights Notice. Tbe ClearGov Service and all intellectual property rights in the ClearGov Service are, and shall remain, the property of ClearGov. All rights in and to the ClearGov Service not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by ClearGov without restriction, including, without limitation, ClearGov's right to sole ownership of the ClearGov API, ClearGov Apps, ClearGov Data, ClearGov Web Site,
Documentation and Software. Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the ClearGov Service outside of the scope of the license granted herein or make the ClearGov Service available to any third party or use the ClearGov Service on a service bureau time sharing basis; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ClearGov Service or otherwise attempt to discover or reconstruct any source code,
underlying ideas, algorithms, file formats, program interfaces or other trade secrets related to the ClearGov Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov Service for any purpose without the express written consent of ClearGov; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyrights or other proprietary rights associated with
ClearGov other than in the name of ClearGov; or (e) modify, remove, obscure, or alter any noUce of copyright, trademark, or other proprietary right or legend appearing in or on any item included with the ClearGov Service. If the use of the ClearGov Service is being purchased by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the ClearGov Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the ClearGov Service, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

3.3)

5.3)

3.4)
4) Fees and Billing.

4.1)Fees. Customer shall pay the Fees in accordance with the terms set forth in the applicable ClearGov Service Order.

Interest and Collections. Customer will be charged $50 for payments by checks that are returned due to insufficient funds. Any late payments will accrue interest equal to one and one-half percent (1.5%) per month, or the maximum
amount allowable under law, whichever is less, compounded monthly. ClearGov shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, in- house counsel costs, expenses and costs) incurred in
attempting to collect payment from Customer.

Taxes. Customer is solely responsible for all applicable sales, use and other taxes and similar charges based on or arising from this Agreement or any ClearGov Service Order. In the event that Customer is exempt from sales tax, Customer will provide ClearGov with a tax-exempt certificate upon request.

4.2)

4.3)
5)Intellectual Property.

5.1) General. Both Pardes may only use the other Party’s intellectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownership rights in any preexisting or future works, trademarks, copyrights or technologies
developed or created by either Party, including without limitation, their respective proprietary software used in connection with the development and provision of their
respective Web sites, databases, systems, products and/or services. Unless specifically agreed by the Parbes in writing, all intellectual property, including without limitation information that could become the subject of a patent,
copyright or trade secret, developed by a Party in the context of performing its obligations under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute
documents confirming such ownership.

5.2) Data Ownership and License.
a) Customer represents and warrants that it has obtained all dab subjects’ consent or otherwise has the full legal right necessary to provide the Customer Data to ClearGov for
ClearGov’s use as contemplated by this Agreement.

Customer acknowledges that ClearGov shall have no legal liability for its use and/or the display of the Customer Data 6)Representations, Warranties, Indemnification and Liability.

6.1)By ClearGov. ClearGov represents and warrants that: (i) the ClearGov Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulations; and (ii) by using the ClearGov Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to ClearGov's knowledge, the ClearGov Service does not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; and (iv) ClearGov, Inc. Service Agreement ver. 02.02.23 Page 2 of 4

ClearGov holds all necessary rights to permit the use of the ClearGov Service and all components thereof provided to Customer under this Agreement.

By Customer. Customer represents and warrants that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the ClearGov Service; and (ii) it shall not use the ClearGov Service in a manner or in connection with any acUvity that would violate this Agreement or any law, rule or regulation or rights of any third party.

By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts.

Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer
against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a "Claim-\ arising out of or relating to (i) ClearGov's breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the
settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the written consent of Customer, such consent not to be
unreasonably withheld.

Limited WarranLy. ClearGov warrants that the ClearGov
Service will be delivered in a professional and workmanlike manner substantially in accordance with the statement of work set forth in the applicable ClearGov Service Order and that the ClearGov Service will operate in all material respects as described in its product descriptions and/or documentation.

EXCErr FOR THE EXPRESS WARRANTIES grATED IN THIS

AGREEMENT, INCLUDING ANY APPLICABLE CLEARGOV
SERVICE ORDER. CLEARGOV MAKES NO ADDrriONAL
WARRANTY, EXPRESS OR IMPLIED, grATLrrORY OR
OTHERWISE, INCLUDING wrrHOLrr LIMrrATiON ANY
IMPLIED WARRANTIES OF MERCHANTABiLrrY. FrrNESS FOR

A PARTICULAR PURPOSE OR NON-INFRINGEMENT,
GUARANTEES. REPRESENTATIONS. PROMISES.
£rATEMENTS, ESTIMATES. coNDr[ioNS. OR OTHER
INDUCEMENTS.

Limitation of Liability. NEFTHER CLEARGOV NOR CUSTOMER
WILL BE LIABLE TO THE OTHER PARTY FOR ANY iNDiRECr,
SPECIAL, PUNrrlVE, CONSEQUENTIAL (INCLUDING,
wrrHOLrr LiMrrATION, LOST PROFrrs), OR INCIDENTAL
DAMAGES. WHFIHER BASED ON A CLAIM OR ACIION OF
CONTRACr. WARRANTY. NEGLIGENCE. £rRicr LIABILrrY.

OR OTHER TORT. BREACH OF ANY STATLrrORY DUrY,
iNDEMNrrY OR coNTRiBLrrioN. OR OTHERWISE. EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILrrY OF
SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS

PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF
THE E<CLUSIVE REMEDY PROVIDED IN THE FOLLOWING
SENTENCE. BOTH PARTIES’ TOTAL CUMULATIVE LIABILrrY

TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES

RESULTING FROM ANY CLAIMS, DEMANDS OR ACIIONS
ARISING our OF OR RELATING TO THIS AGREEMENT SHALL
NOT EXCEED THE CUMULATIVE FEES PAID BY cu£roMER
TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS.

THE FOREGOING SHALL NOT LIMrr A PARTY’S (A) PAYMENT
OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILrrY FOR
INDEMNIFICATION OBLIGATIONS UNDER SECIION 6.4; (C)
LIABILrrY FOR ANY BREACH OF rrs CONFiDENTIALrrY
OBLIGATIONS UNDER SEcrION 7; (D) LIABILITY FOR ANY

BREACH OF ITS REPRESENTATIONS, WARRANTIES, OR
OBLIGATIONS UNDER SECTION 5.2; OR (E) LIABILrrY FOR
rrs INFRINGEMENT OR MISAPPROPRIATION OF ANY
PROPRIFrARY RIGFrrs OF THE OTHER PARTY. NOTHING IN

THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR
LIMrrING A PARTY’S LIABILrrY FOR FRAUD OR rrs
LIABILrrY FOR DEATH OR PERSONAL INJURY ARISING FROM
rrs NEGLIGENCE.

Essential Element. Ttle provisions of this Section 6 are an essential element of the benefit of the consideration reflected in this Agreement.

6.2)

6.3)

6.4)6.7)
7)Confidentiality.

7.1) Subject to any applicable open public records laws in the Customer State, each Party will keep the specific terms of this Agreement confidential, including the contents of the
schedules and exhibits, and not disclose any portion of them to any third party (other than to its attorneys, accountants, advisors and potential investors who are bound to keep such information confidential) without the other Party's prior written consent, except as required by law, including but not limited to open public record laws.

7.2) in addiUon, in connection with the negotiation and performance of this Agreement, a Party (the "Receiving
Party"\ may receive information from the other Party (the "Disclosing Partyq which is confidential or proprietary in nature, including without IImitation information about a Party's products, systems and services ("Confidential
Informationq. Tbe Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will keep the Confidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to protect its own Confidential Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. Tbe Receiving Party also agrees that it will not use any
Confidential Information for any purpose other than in
connection with the performance of its obligations under this

6.5)

7.3)
Agreement.

Tbe term "Confidential InformatioN' shall not include
information which A) is or becomes generally available to the public without breach of this Agreement, B) is in the
possession of the Receiving Party prior to its disclosure by the Disclosing Party, C) becomes available from a third party not in breach of any obligations of confidentiality, D) is
independently developed by the Receiving Party, or E) is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order, including but not limited to open public record laws.

Tbe Parties recognize that the disclosure or use of a
Disclosing Party’s Confidential Information by the Receiving Party in violation of the provisions of this Section 7 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent

6.6)

7.4)
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 3 of 4

injunctive relief without the necessity of posting a bond.arbitration in the Customer State before a panel of three arbitrators. Such arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and
Procedures. Judgment on an award, if any, may be entered in any court having jurisdiction. Ibis clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Tre Parties
acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1- 16)
Modification. ClearGov shall have the right to modify this Agreement at any time by posting revised terms and
conditions at the following URL:
http://www.ClearGov.com/terms-and-conditbns . Changes will be binding on the date they are posted. Continued use of the ClearGov Service will be considered acceptance by Customer of the then current Agreement.

Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence.

Notices. All notices, requests, or other communications between the Parties that are required or permitted hereunder will be in writing and will be given by: (a) delivery in person or by prepaid courier service with a nationally recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, or (d) email to the address and/or fax number set forth in the applicable ClearGov Service Order. A Party may change the street or email address or fax number to which notice is to be sent by giving written notice of such change. Notices will be deemed given when received as evidenced by
verification from the courier company, the mail or
confirmation of email receipt or fax confirmation.
ntIes & Subtitles. The titles and subtitles in this Agreement are used for convenience only and are not to be considered in construing it.
8) Miscellaneous.

8.1) General. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to implement the
intent of the Parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. mle relationship between ClearGov and Customer is one of independent
contractors, not partnership, joint venture or agency. Tbis Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties hereto. ne United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act shall not apply to this
Agreement. Tbe Software is controlled by U.S. Export
Regulations, and it may not be exported to or used by
embargoed countries or individuals.

8.2) Entire Agreement. Tbis Agreement and the accompanying ClearGov Service Order(s), together, constitute a valid and binding agreement between the Parties and are intended to be the Parties’ complete, integrated expression of the terms of their agreement with respect to the ClearGov Service, and any prior agreements or understandings with respect to such subject matter are superseded hereby and fully merged
herein

8.3) Assignment. Neither Party will assign this Agreement in whole or in part to any third party without the prior written consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidation or other corporate
reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise. the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.

8.4) Marketing Materials. Customer agrees that ClearGov may utilize Customer’s name solely to identify it as a ClearGov Customer on the ClearGov Web site. in client lists and other marketing materials. Any other uses of Customer’s name
and/or logo (other than as included in the content and/or other items furnished to ClearGov by Customer) shall require Customer’s prior written consent.

8.5) Insurance. ClearGov shall maintain commercial general liability insurance, cvbersecurity insurance, product liability insurance and auto liability insurance in amounts that are consistent with industry standards. ClearGov shall maintain Worker’s Compensation insurance as required by law.

8.6) No Boycott of Israel. ClearGov hereby certifies that ClearGov is not currently engaged in and shall not, for the duration of the Term of this Agreement, engage in a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel.

8.7) Jurisdiction. Ibis Agreement shall be governed by the applicable laws in the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by

8.8)

8.9)

8.10)

8.11)
Mm Service Agreement ver. 02.02.23 Page 4 of 4

P.O. Box 400, Austin, Texas 78767
800.695.2919 • [email protected] • buyboard.com
February 7, 2023
Sent Via Email: [email protected]
Bryan A. Burdick
ClearGov Inc
2 Mill & Main Place, Suite 630
Maynard, MA 01754
Welcome to BuyBoard !
Re: Notice of Tbe Local Government Purchasing Cooperative Contract Award; Proposal Invitation So. 692- 23, Software as a Service (SaaS) Products, Cybersecurity Assessments and Related Services Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal Invitation. The contract is effective for an initial one-year term of April 1, 2023, through March 31, 2024, and may be subject to two possible one- year renewals. Please refer to the Proposal Invitation for the contract documents, including the General Terms and Conditions of the Contract.

To review the items your company has been awarded, please review Proposal Tabulation No. 692-23 at:
www.buyboard.com/vendor . Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions.

The contract will be posted on the BuyBoa rd website as an online electronic catalog(s). You are reminded that, in accordance with the General Terms and Conditions, all purchase orders must be processed through the BuyBoard. Except as expressly authorized in writing by the Cooperative’s administrator, you are not authorized to process a purchase order received directly from a Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a Cooperative member that you have reason to believe has not been received by the Cooperative or processed through the BuyBoard, you must promptly forward a copy of the purchase order by email to [email protected].

A list of Cooperative members is available on the buyboard.com website. The BuyBoard vendor relations staff will be contacting you to assist with the resources available and to provide any support you may need as an awarded BuyBoard vendor.

On behalf of the Cooperative, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, feel free contact me at 800-695-2919.

Sincerely,
M+L
Ava Benford, Cooperative Procurement Manager
Texas Association of School Boards, Inc.,
Administrator for The Local Government Purchasing Cooperative v.02.01.2021
Endorsed by A' TASA) aIE Al-rACHMENT B

February 7, 2023
Sent Via Email: [email protected]
Bryan A. Burdick
ClearGov Inc
2 Mill & Main Place, Suite 630
Maynard, MA 01754
Welcome to BuyBoard
Re: Notice of National Purchasing Cooperative Award; Proposal Invitation No. 692-23, Software as a Service (SaaS) Products, Cybersecurity Assessments and Related Services
Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal Invitation. The contract is effective for an initial one-year term of April 1, 2023, through March 31, 2024, and may be subject to two possible one-year renewals. Please refer to the Proposal Invitation for the contract documents, including the National Purchasing Cooperative Vendor Award Agreement and General Terms and Conditions of the Contract
To review the items your company has been awarded, please review Proposal Tabulation No. 692-23 at www.buyboard.com/vendor .

Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions.

The contract will be posted on the BuyBoard website as an online electronic catalog(s). You are reminded that, in accordance with the General Terms and Conditions, all purchase orders from National Cooperative members must be processed through the BuyBoard. Except as expressly authorized in writing by the Cooperative's administrator, you are not authorized to process a purchase order received directly from a National Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a National Cooperative member that you have reason to believe has not been received by the National Cooperative or processed through the BuyBoard, you must promptly forward a copy of the purchase order by e-mail to [email protected] A list of National Cooperative members is available on the buyboard.com website. The BuyBoard vendor relations staff will be contacting you to assist with resources available and provide any support you may need as an awarded BuyBoard vendor.

On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, feel free to contact me at 800-695-2919.

Sincerely,
/b-+it
Ava Benford, Cooperative Procurement Manager,
Texas Association of School Boards, Inc.,
Procurement Administrator for the National Purchasing Cooperative v.02.01.2021
P.0. Box 400, Austin, Texas 78767-0400
’”'“=“’''"~’W-O –e

Clear
September 27, 2022
The Local Government Purchasing Cooperative
Ann: TASB Asst. Division Director, Cooperative Procurement 12007 Research Blvd
Austin, TX 78759
To Whom it May Concern,
Enclosed is our response to Proposal Number 692-23, 1 have completed and signed all of the documents included with the proposal package. For your additional reference, I have also attached the following required and/or supplemental documents in the electronic proposal submission system in accordance with the Instructions to Proposers:
•
•
•
•
•
ClearGov Rate Cards (Catalog/Pricelist)
BuyBoard Addendum No. 1
ClearGov Company Profile
Clea rGov IRS Form W-9
ClearGov Sole Source Provider Letter
Please let me know if you have any questions or require additional information. We look forward to having the opportunity to continue working with BuyBoard
Sincerely you rs,
Bryan A. Burdick
President, ClearGov, Inc
bburdick©>cleargov.com
(508) 298-8062
ClearGov, Inc. 1 2 Mill & Main; Suite 630 1 Maynard, MA 01754 Phone: 855.553.2715 1 www.cleargov.com

12007 Research Boulevard • Austin. Texas 78759-2439 • PH: 800-695-2919 • buytxnrd.com PROPOSER’S ACCEPTANCE AND AGR£EMENT
Prooo sal Invitgtion Name: Software as a Service
(SaaS), Cybersecurity Assessments, and Related
Products and Services
Proposal Dye DQtq/Openinq Dqte and Tim9:

September 29, 2022, at 4:00 PM
Location of Proposal Opening:

Texas Association of School a)ards, Inc.

BuyBoard Department
12007 Research Blvd.

Austin, TX 78759
Proposal Invitation Number: 692-23
Contract Term: April 1, 2023, through March 31,
2024, with two possible one-year renewals.

Anticipated Cooperative Board Fleeting Date:

February 2023
By sIgnature below, the undersIgned acknowledges and agrees that you are authorIzed to submIt thIs Proposal, including makIng all acknowledgements, consents, and certificatIons hereIn, on behalf of Proposer and, to the best of your knowledge, the information provided is true, accurate, and complete.

ClearGov, Inc.September 27, 2022
Name of Proposing Company Date
2 Mill & Main Place, Suite 630
Street Address
7 /1qJ /2a
m@z d Compaml
Maynard, MA 01754 Bryan A. Burdick
City, State, Zip Printed Name of Authorized Company Official 508) 298-8062 President & Co-Founder
Telephone Number of Authorized Company Official Position or Title of Authorized Company Official (
(774) 759-3045 47-5205793
Fax Number of Authorized Company Official Federal ID Number

Page 11 of 75 ends

Proposal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • DuyE,WM.COm PROPOSAL FORMS PART 1: COMPLIANCE FORMS
INsrRucnoNs:

Proposer must review and complete all forms in this Proposal Forms Part 1:
a
•
•
•
•
•
•
•
•
•
•
•
•
•
a
Proposal Acknowledgements
Felony Conviction Disclosure
Resident/Nonresident Certification
Debarment Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Acknowledgement of BuyBoard Technical Requirements
Construction-Related Goods and Services Affirmation
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary InFormation
EDGAR Vendor Certification
Compliance Forms Signature Page
An authorized representative of Proposer must initial in the bottom rjght corner of each page where indicated and complete and sign the Compliance Forms Signature Page. Proposer's failure to fully complete, initial, and sign forms as required may result in your Proposal being rejected as non-responsive.

PROPOSAL ACKNOWLEDGEMENTS
The proposing company ('you" or "your’) hereby acknowledges and agrees as follows:

You have carefully examined and understand all information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Information, General Terms and Conditions, attachments/forms, appendices, item specifications, and line items (collectively "RequIrements’); By your response C'Proposal’) to this Proposal Invitation, you propose to supply the products or services submitted at the pricing quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal;
By your Proposal, you acknowledge and certify all items set forth in the General Terms and Conditions, Section B.12 (Certifications), including all non-collusion certifications and certifications regarding legal, ethical, and other matters set forth therein.

4. Any and all deviations and exceptions to the Requirements have been noted in your Proposal on the required form and no others will be claimed;

Page 12 of 75 ends

Propo uI Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin. Texas 78759-2439 • PH: 800-695-2919 • buyb%rd,can

6. 7.

You have clearly identified on the included form any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under the Texas Public Information Act or similar public information law;
The individual submitting this Proposal is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a form or Proposal document) is authorized and has the requisite knowledge to provide the information and make the representations and certifications requIred in the Requirements;

8. 9.

You have carefully reviewed your Proposal, and certify that all information provided is true, complete, and accurate to the best of your knowledge, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and
Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, will be grounds for disqualifying you from consideration for a contract award under this Proposal Invitation, termination of a contract award, or any other remedy or action provided for in the General Terms and Conditions or by law.

FELONYCONVICrION DISCLOSURE
Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony."
Section 44,034 further states in Subsection (b); "A school dIstrIct may termInate a contract with a person or business entIty if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. TIle district must compensate the person or business entity for services performed before the termination of the contract." Please check (V) one of the following :

UBa
My company is a publicly-held corporation. (Advance notice requirement does not apply to publicly-held corporation,) My company b not owned or operated by anyone who has been convicted of a felony.

My company is owned/operated by the following individual(s) who has/have been convicted of a felony:

Name of Felon(s):

Details of Conviction(s) :

Page 13 of 75 ends

Proposal rornrs COF4M/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyLQara.can REsrDENT/NONREsrDENT CERnFrCATrON
Chapter 2252, Subchapter A, of the Texas Government Cale establishes certain reQuirernents applicable to Protlosers who are not Texas residents. Under the statute, a "resident" proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. A "nonresident" proposer is a person who is not a Texas resident. Please indicate the status of your company as a ’'resident'-" proposer or a "nonresident" proposer under these definitions.

Please check rVI Dne Qf the following;
aA I certify that my company is a Resident Proposer,
I certify that my company is a Nonresident Proposer.

If your company is a Nonresident Proposer, you must provide the following information for your resident state (the state in which your company's principal place of busines is located) :

ClearGov Inc 2 Mill & Main Place. Suite 630
Company Name Address
Maynard MA 01754
City State Zip Code
A.Does your resident state require a proposer whose principal place of business is in Texas to under-price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? Yes NoX
B.What is the prucribed amount or percentage?$
or 0/o

DEBARMENT CERTIFICATION
By signature on the Compliance Forms Signature Page, 1 certify that neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, '’Debarrnent and Suspension," as described in the Federal Register and Rules and RegulatIons.

Neither my company nor an owner or principal of my company is currently listed on the government-wide exclusions in SAM, debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority.

My company agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from my company if my company or an owner or principal is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority
VENDOR EMPLOYM£NT CERTIFICATION
Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor’s ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas. if neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas? Please check rv) one of the following :
[] Yes a NO

Page 14 of 75 ends

Propod R>rms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 • PHi 800-695-2919 • buybcard.con NO BOYCOrr VERIFICATION
A Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be Daid wholjy or partly fronl public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel and will not boycott Israel during the term of the contract (Tu. Gov+ CODE Ch. 2271), (2) does not boycott energy companies and will not boycott energy companies during the term of the contract (TEX. Gov'r CODE Ch. 2274 effective September 1, 2021), and (3) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the terrn of the contract against a firearm entity or firearm trade association (TU.

Gov'r CODE Ch. 2274 effective September 1, 2021). Accordingly, this certification form is included to the extent required by law
"Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. To<. Gov-r CODE §808.001( 1).
"Boycott energy company" means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A). TU. Gov'r CODE B809.001(1) (effective September 1, 2021).
"Discriminate against a firearm entity or firearm trade association” means, (A) with respect to the entity or association, to:
(i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (A) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship:
(aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association’s status as a firearm entity or firearm trade association. Tex. Gov'r CODE 62274.001(3) (effective September 1, 2021)
By signature on the Compliance Forms Signature Page, to the extent applicablq, I certify and verify that Vendor does not boycott Israel, boycott energy companies, or discriminate against a firearm entity or firearm trade association and will not do so during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification .

I n it i a :@

Page 15 of 75 ends

Propoul Form5 COMF4/SVCS v.08.11.2021

e el ?uecHASING COOPtQATIV£
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buvboard,c NO EXCLUDED NATION OR FI IN TERRORn ORGANIZATION CERTIFICATION Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a companY engaged in active business operations with Sudan, Iran, or a foreign terrorist organization - specifically, any companY identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807-051/ or 2252.153. (A company that the U.S. Government affTrmativefy declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.)
BY signature on the Compliance Forms Signature Page, 1 certify and verify that Vendor is not on the Texas Comptroller’s list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make thiscertification .

HISTORICALLY UNDERUTrLrzED BusINEss C£RTrFrCATION
A Proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or "MWBE" and all referred to in this form as a "HUB') is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form. Please check (V) all that apply:
n I certify that my company has been certified as a HUB in the following categories:

D Minority Owned Business n Women Owned Business
D Service-Disabled Veteran Owned Business (veteran defined by 38 U.S.C. $10 1(2), who has a sewice-connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 20'/o or more as determined by the U. S. Department of Veterans AfFairs or Department of Defense)
Certification Number:

Name of Certifying Agency:
[]My company has NOT been certified as a HUB.

ACKNOWLEDGEMENT OF BUYBOARD TECHNICAL REOUIREMENTS
Vendor shall review the BuyBoard Technical Requirements included in this Proposal Invitation. By signature on the Compliance Forms Signature Page, the undersigned aFfirms that Proposer has obtained a copy of the Bu}/Board Technical Requirements, has read and understands the requirements, and certiRes that Vendor is able to meet and will comply with those requirements except as follows: [List and explain BuyBoard Technical Requirements, if any, to which your company cannot or will a& comply.]
Note: in accordance with the General Terms and Conditions of the Contract, to the extent Vendor is awarded a Contract under this Proposal Invitation but is unable or unwilling to rneet the applicable BuyBoard Technical Requirements, the information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website. Further, to the extent Vendor has acknowledged ability to meet and comply with the BuyBoard Technical Requirements, any subsequent failure or refusal by Vendor to promptly provide information upon request to the Cooperative administrator in accordance with those technical requirements may be deemed alq©Uf default under the Contract. Initial: ISU

Page 16 of 75 ends

Proposd forms LlIMM/SVC5 v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buvErard.Cen CONSrRUCrrON-RELATED GooDS AND SERVICES AFFIRMATIon
The Cooperative issu@1 the BuyBoard Prmurement arId Construction-Related C ds and services, including those for projects that may involve or require architecture, engineerIng or independent testing services_ A copy of the Advisory can also be provided upon request. Because many BuyBoard contracts include goods or installation services that might be considered construction-related, Proposer must make this Construction Related-Goods and Services Affirmation regardless of type of goods or services associated with this Proposal Invitation .

A contract awarded under this Proposal Invitation covers only the specific goals and/or services awarded by the Cooperative.

As explained in the Advisory ('Advisory’), Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This Proposal Invitation and any Contract awarded thereunder does not include such services. Architecture or engineering servicu must be procured by a Cooperative member separately, in accordance with the Professional Sewicu Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy.

By signature on the Compliance Forms Signature Page, Proposer affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. if Proposer sells construction- related goods or services to a Cooperative member under a Contract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before accepting the member’s Purchase Order or other agreement for construction-related goods or services

Page 17 of 75 ends

Proposal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • bq'/beard.cern DEVIATION AND C'OMPLrANCE
If your company intends to deviate from the General Terms and Conditions, Proponl Specifications or other requirements associated with this Proposal Invitation, you MUST list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form or an attachment to this form. Prior to oompleting this form, Vendor shall review the General Terms and Conditiorn section B.4 (Deviations from Item Spacf6cation s and General Terms and Conditions). Please note that, as provided in section B.4, certain provi$ioIU of the General Terms and Conditions are NOT subject to deviation, and certain deviations will be deemed rejected without further action by the Cooperative. Any attempted deviation, whether directly or indirectly, to provisions identtfied in this Proposal Invitation as not subject to deviation shall be deemed rejecta! by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor's Proposal being rejected in its entirety.

The Cooperative win consider any deviations in its contract award decision and reserves the right to accept or reject a proposal based upon any submitted deviation.

In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation if awarded a Contract under this Proposal Invitation. A deviation will not be effective unless accepted by the Cooperative.

The Cooperative, by and through the Cooperative administrator, may, in its sole discretion, seek clarification from and/or communIcate with Proposer(s) regarding any submitted devIation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a Proposal based upon any submitted deviation.

Please check (V) one of the following:

B] No; Deviations
[] Yes; Deviations
List and fully explain any deviations you are submitting:
\dMa\M

Page 18 of 75 ends

Proposal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin. Texas 78759-2439 • PH: 800-695-2919 • buvt>cord.corn VENDOR CONSENT rOR NAME BRAND USE
BuyBoard members seeking to make purchases using a Contract awarded under this Proposal Invitation may view information regarding awarded Vendors, including but not limited to pKxIuct catalogs, pricelists, pricing, and Proposals, through the BuyBoard website. To improve and enhance the experience of BuyBoard members seeking to procure go(xls and services under the Contract utilizing the BuyBoard website, any Vendor [ogo, product images, and similar brand and trademark information provided by Vendor for purpos® of the Contract ("Vendor Information’) may be posted on the BuyBoa rd website.

You acknowledge that, by submitting your Propmal, unless you specifically opt out below, you consent to use of your company’s Vendor Information on the BuyBoard website if awarded a Contract. You further acknowledge that whether, where, and when to include the Vendor Information on the BuyBoard website shall be at the sole discretion of the BuyBoard Administrator. Vendor retains, however, the right of general quality control over the BuyBoard Administrator’s authorized display of proprietary Vendor Information. Neither the BuyBoard nor its administrator will be responsIble for the use or distribution of Vendor Information by BuyBoard mernbers or any other third party using the BuyBoard website, This Vendor Consent shall be effective for the full term of the Contract, including renewals, unless Vendor provides a signed, written notice revoking consent to [email protected]. BuyBoard shall have up to thirty days from the date of receipt of a termination or revocation of a Vendor Consent to remove Vendor information from the BuyBoard website.

This Vendor Consent is subject to the Terms and Conditions of the Contract, including, but not limited to, those terms pertaining to Disclaimer of Warranty and Limitation of Liability, Indemnification, and Intellectual Property InFringement.

Vendor logo files must be submitted in one of the formats set forth in the BuyBoard Technical Requirements, Proposers are requested to submit this information with Vendor’s Proposal. (This consent shall not authorize use of your company’s Vendor Information by BuyBoard if your company is not awarded a Contract.) Orr OUT:
if your company wishes to opt out of the Vendor Consent for Name Brand Use, you must check the opt out box below. DO NOT select thIs box unless your company is optIng out of thIs Vendor Consent for Name Brand Use. a By checking this box, Vendor hereby declines to provide consent for use of Vendor Information (as defined herein) on the BuyBoard website. By opting out, Vendor acknowledges and agreu that, if Vendor is awarded a Contract under this Proposal Invitation, information available on the BuyBoard for Vendor’s awarded products or servicu may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor's awarded products and services on the BuyBoard website.

I n i t i a Im
Page !9 of 75
Propod Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buybcard.gon

CONFIDENTIAL/ PROPRIETARY INFORMATION
A. Public Disclosure L2w£
All ProWsals, forms, documentation, catalogs, pricelists, or other materials submitted by Vendor to the Cknperative in response to this Proposal Invitation, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et seq.) or similar disclosure law. Proposer must clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers pro}xietaty or confidential. If Proposer fails to property identify the tnfomlation, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure law. When required by the Texas Public Information Act or other disclosure law, Proposer may be notified of any third-party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential.

Does your Proposal (including forms, documentation, catalogs, pricelists, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? [Idl NO, 1 urUfy A,t „„ ,f th, i,f„m,U„ in,I,d,d wW, E,i, P„P.„I i, „„id„,d „,nd„u,I „ p,.pn,u,y.

D YES, I certify that this Proposal contains information considered con6dential or proprietary and all such inbrmation is specifically identified on this form.

If you responded "YES", you must clearly identify below the specific information you consider confidential or proprietary. List each page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative and Cooperative administrator shall not be responsible for a Proposer’s failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and Cooperative administrator will disclose information when required by law, even if such information has been identified herein as information Vendor considers confidential or proprietary.

Confidential / Proprietary Information:
(Attach additional sheets if needed.)

Page 20 of 75 ends

Proposal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • Duye'zrd.cm B. eoPyriaht Information
Does your Proposal (including forms, documentation, pricetists, catalogs, or other materials submitted with the ProWsal) contain copyright information?
[IB
a
NO/ Proposal (including forms, documentation, pricelists, catalogs, or other materials submItted wIth the ProWsal) does not contain copyright information.

YES/ Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Promal) does contain copyright information.

If you responded "YES", clearly identify below the specific documents or pages containing copYright Information.

Copyright Information :
(Attach additional sheets if needed.)
C. Coment to Release GonfidenUal/Pppridnry/CODvriah! Information to BWBoard MemIBr$ BuyBoard members (Cooperative and nonprofit members) seeking to make purchases through the BuYBoard maY wish to view information included in the Proposals of awarded Vendors. If you idenmed information on this form as confidential, proprIetary, or subject to copyright, and you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such information to BuyBoard members, including posting of such information on the secure Buy&)ard website for members. Note: Neither the Cooperative nor Cooperative administrator will be responsIble for the use or distribution of information by BuyBoard rnernbers or any other party. p, Consent U Release Prooosal Tabulation
Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publicly release, including po sUng on the public BuyBoard website, a copy of the proposal tabulation and award information for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non-award information.

Initial

Page 21 of 75 ends

Propoal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800495-2919 - DuyEoard.com EDGAR V£NDOR ("ERTIFrCATrON
(2 CFR Part 200 and Appendix II)
When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance” or new "EDGAR’). All Vendors submitting a Proposal must complete this EDGAR CertiRcaUon Form regarding Vendor's willingness and ability to comply with certain requIrements which may be applicable to specific Cooperative member purchases using federal grant funds. Completed forms will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the terms and conditions of the BuyR>ard contract, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

For @gh of the Items below, Vendor should certify Vendor’s agreement and abIIIty to comply, where appIIcable, by havIng Vendor's authorIzed representatIve check the appIIcable boxes, InItIal each page, and sign the Compliance Forms Signature Page. 1f you fail to complete any item in this form, the Cooperative will consIder and may list the Vendor-s response on the BuyBoard as -NO,' the Vendor is unabte or unwilling to comply. A "NO" response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds.

1. Vendor Violation or Breach of Contract Terms:

Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions, as well as any additional terms and conditions in any Purchase Order or Cooperative member ancillary contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in quiD/. By submitting a Proposal, you agree to these Vendor violation and breach OF contract terms.

A YES, I agree.[] NO, 1 do not agree.

2. Termination for Cause or Convenience:

For any Ccnperative member purchase or contract in excess of $10,CN?O made using falerat funds, you agree that the following term and condition shall apply:

The Cooperative member may terminate or cancel any Purchase Order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendor’s return policy. If the Cooperative member has paid Vendor for guMs or services not yet provided as of the date of termination, Vendor shaH immediately refund such payment(s).

If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basis for settlement, is included in the Cooperative member's Purchase Order or ancillary agreement agreed to by the Vendor, the Cooperative member’s provision shall control.

A YES, I agree. a NO, 1 do not agree.

Page 22 of 75 ends

Prapa:aI Farms COMM./SVCS w0&JJ.2C12 J

S
’Bot

PURCHASING CODPERA TIVE
12007 Research Boulevard - Austin, Texas 78759-2439 • PH: 800-695-2919 •buvEoard.corn

3. Equal Employment Opportunity:

Except as otherwise provided under 41 CFR Part 60, all CooperatIve member purchasu or contracts that meet the definition of "federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity# (30 FR 12319, 12935, 3 CFR 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 CFR Part 69, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision.

B YES, I agree. a NO, 1 do not agree.

4. Davis- Bacon Act:

When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction contracts/purehase5 in exee5s af $2,000, Vendor shall comply with the Davis-Baeon Ad (40 USC 3141-31=H, 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’). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week, Current prevailing wage determinations issued by the Department of Labor are avaifabfe at beta.sam.gov. Vendor agrees that, for any purchase to whIch this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor’s acceptance of the wage determination.

Vendor further agrees that it shall also comply with the Copeland "Anti-Kickback" Act (40 USC 3145), as supplemented by Department of Labor regutations (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’). 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 .

B YES, I agree. a NO, 1 do not agree.

5. Contract Work Hours and Safety Standards Act:

Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5) . Under 40 USC 3702 of the Act, Vendor is 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.

The requirements of 40 USC 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

A YES, I agree. n NO, 1 do not agree.

I n t1[ i a 1 @Page 23 of 75
Proposal Fornrs COMM/SVCS v.08.11.2021

!
12007 Research Boulevard • Austin. Texas 78759-2439 • PH: 800-695-2919 •buybc8rcl,ca1 I

6. Right to Inventions Made Under a Contract or Agreement:

If the Cooperative member’s Federal award meets the definition of 'Yunding agreement" under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grant!, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. !
Vendor agrees to comply with the above requirements when applicable.

B YES, I agree. a NO, 1 do not agree.

7. Clean Air Act and Federal Water Pollution Control Act:

Clean Air Act (42 USC 7401-767 lq.) and the Federal Water Pollution Control Act (33 USC 1251-1387), 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 USC 7401-7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act.

B yES, I agree [] NO, i do not agree.

8. Debarment and Suspension:

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 OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarrnent and Suspension." SAM Exclusions 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.

Vendor certifies that Vendor is not currently listed on the government-wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authorIty other than Executive Order 12549.

B YES, I agree.[] NO, 1 do not agree.

9. Byrd Anti-Lobbying Amendment:

Byrd And-Lobbying Amendment (31 USC 1352) - Vendors that apply or bid for an award exceeding $100,000 must 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 USC 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 Rom tier to tier up to the non-Federal award, As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).

B YES, I agree. a NO, 1 do not agree.

Page 24 of 75 ends

PropouJ Forms COMM/SVCS v.08.11.2021

8 COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • byybeurd.ccn

10. Procurement of Recovered Materials:

For Cooprative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provIde such information and certifications as a Cooperative member may require to confirm estimatu and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR 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 during 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.

B YES, I agree. D NO, 1 do not agree.
lIB Domestic Preferences for Procurements:

Where appropriate and consistent with law, 2 CFR 6200.322 contains certain considerations for domestic preferencu for procurements which may be applicable to Cooperative members using federal funds. When required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member regarding Vendor's products, including whether goods, products, or materials are produced in the United States.

B YES, I agree. a NO, 1 do not agree.

12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment 2 CFR 6200.216 prohibits expending Federal loan or grant funds to pHrure or obtain certain feiaommunica Clans and video surveillance services or equipment. To the extent applicable and when required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the CooperatIve member to confirm whether anY telecommunications or video surveillance services or equipment provided by Vendor is covered equipment or covered services under 2 CFR §200.216.

B YES, I agree. D NO, 1 do not agree,

13. Profit as a Separate Element of Price:

For purchases using federal funds in excess of the Simplified Acquisition Threshold, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.324(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the Cooperative member shall not exceed the awarded pricing, including any applicable discount, under Vendor’s Cooperative Contract
B YES, I agree.a NO, 1 do not agree.

14. General Compliance and Cooperation with Cooperative Members:

In addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements,
A YES, I agree. n NO, 1 do not agree.

Page 25 of 75 ends

Propud Forms COMM/SVCS v.08.11.2021

PURCHASING COOPERATIVE
12007 Research R)ulevard ' Austin. Texas 78759-2439 • PH: 800495-2919 - buy[>3ard.carr

COMPLIANCE FORMS SIGNATURE PAGE
By initialing pages and by signature below, I certify that I have reviewed the following forms; that the information provided therein is true, complete, and accurate; and that I am authorized by my company to make all certifications, consents, acknowledgements, and agreernents contained herein :
a
•
B
•
•
•
•
•
a
•
Proposal Acknowledgements
Felony Conviction Disclosure
Debarment Certification
Resident/Non resident Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Construction-Related Goods and Services Affirmation
Acknowledgement of BuyBoard Technical Requirements
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
ClearGov, Inc
Bryan A. Burdick, President & Co-Founder
Printed Name and Title
September 27, 2022
Date

Page 26 of 75 ends

Propod Forms COMM/SVCS v.08.11.2021

el PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS
INSTRUCTIONS:

Proposer must completely and accurately provide all information requested in the following Vendor Information Forms or your Proposal may be rejected as non-responsive:
•
•
•
•
•
•
•
Vendor Business Name
Vendor Contact Information
Federal and State/Purchasing Cooperative
Experience
Governmental References
Company Profile
Texas Regional Service Designation
State Service Designation
•
•
•
•
•
National Purchasing Cooperative Vendor
Agreement (Vendors serving outside Texas only)
Local/Authorized Seller Listings
Manufacturer Dealer Designation
Proposal Invitation Questionnaire
Vendor Request to Self-Report BuyBoard
Purchases (Optional)
Award
To the extent any information requested is not applicable to your company, you must so indicate on the form.

VENDOR BUSINESS NAME
By submitting a Proposal, Vendor is seeking to enter into a legal contract with the Cooperative. As such, Vendor must be an individual or legal business entity capable of entering into a binding contract.

Name of Proposinq CompanY: ClearGovl Inc-
(List the MI name of the company seeking to contract with the Cooperative. Do m list an assumed name, dba, aka, etc. here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entRies, even if affiliated entities, which propose to provide goods or services separately must submit their own Proposals.)
Please check (V) one of the followinq:

Type of Business: [] Individual/Sole Proprietor 19 Corporation n Limited Liability Company D Partnership [] Other (Specify:

State of Incorl>oration (if ,ppli„bl,): Del awa re
Federal EmploYer Identification Number: 4 /-5205 / 93
(Vendor must include a completed IRS W-9 form with their Proposal) Name by which Vendor, if awarded, wishes to be identified on the BuyBoard : (Note: Irdifrerent than the Name of Proposing Company listed above, only valid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name Certificate(s), if applicable, must be attached.)

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Proposal Forms COMM/SVCS v.08.11.2021

form 11\1 = 9 Request for Taxpayer Give Form to the
requester. Do not
send to the IRS.fRev October 20 18)
l>:p3nment of the TreasuryInternal Re,'enue SeN (p
Identification Number and Certification
> Go to www.irs.gov+FormW9 for instructions and the latest inf ormatial.

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6 CIty. slate. aRc! ZIP code
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Enter your TIN in the appropriate box. The TIN proviclod must match Ihc name gIven on IIne 1 to avdd backup WithhOldIng. For IndIviduals, this IS generally your socIal securIty number (SSN) However. tar a resident allen, sole proprietor, or dIsregarded entity, see the instructluis for Part I, later For other entIties, it is your employer identifIcatIon number (EIN), if you do not have a nun%er, see How to get a TIN, later.

Note: if the account is in more than one name. see the instructions for line I. Also He What Name and Number To Give the Requester for guideIInes on whose number to enter. mi't&j&jjynuiiirer
51 2lo1 5l7l9l3
[ in11]e
Under penalties of perjury, I certify that'

1. The number shown on this fOrm is my correct taxpayer iderrliflcatbn number laI I am wailing lo! a numi>u to be issued to me}; and

2. 1 am not sut8ecl to backup withholding tncause' (a) I an exerrtpl f,om backup udlhho}ding_ or jb) I have noI been no fiRM by the Internal Revenue Service (IW that I am suk>pct to backup withholding as a result of a failure to report all laletest w dtyKknds. or (c) the IRS has BOHhed me that I ani no longer $ubfecl ta backup wilhhokilng: and

3. 1 am a U.S. citizen or olher U.S. person (defIned below); and 4 . The FATCA codeCs) entered on this form (if any) hdlcattng that I am exempt Irom FATCA repaHng n correct Certification instructions. You must cross out Item 2 above if you have been noh I,ed by the fRS that you are currently sublect to backup WIthhOlding because YOU have failed tO report all intereSt and dIvidends On your tax return. FOr real eslate transactions, Item 2 ckws nOt apply. FOr nndgage Interest pad. or abandonment of secured properly, cancellatIon of debt, contrIbutIons to an Individual rellrement anangemen! ORA}, arxi generally, p)ments than interest and dIVIdends, you are not requlreWr the certlbaton, but wu nlust povtde w carect TIN See the ULSlruc0ons for Part II. later_ cqulstt IOrI
other
General in dns
Date >
• Form I099.DIV {dwxierIds.
funds)
Section references are to the Internal Revenue CM unless olherw.lse noted + Fam ICBg.MISC jva$ous tFl#5 of nbCQnte. Dales, avIards. or gloss proceeds)
• Forn+ tt199-8 {stWk or mutual fund sales and certain oIher transactIons by brokers)
Future developments For the latest Inf ornIatton about developr?tents related to Form W-9 and its Instructions, such as legislatIon enacled after they were pubIIShed, go to wr/w.is gloy/Form\Vg
Purpose of Form
+ Form 1 899-S flxoc8ecb from real ut,He transactirns}
An indivIdual or entIty (Form W-9 requester} who is required to fIle an information return with the IRS must obtaIn your correct taxpayer identIfIcatIon number (TIN) WhIch may be your social security number (SSN), indIvidUal taxpayer identification number $TIN}1 adoption taxpayer identifIcation number IATIN). or employer identification number (EiN), to reF>oR on an informatIon return the amount paId to you. or other amount reportable on an inforrnatlon return Examples of lnformallon returns include, tnt are not IImited to, the following
• Form 1099-INT (interest earned or paid)
+ Form 1099.K {nenhanl card arxl BIrd party network kansactbns) • Forrn 1098 (twne modgage inferes!), 1098.E fstudent loan interest). 1098-T (tuitIon)
• Form 1099.C (canceled debt)
+ Form 1 099.A iacQrl ginn or abandonrneat of secured propaty} Use Form W-9 only if yar are a U'S. person {including a rwchnl allu+. to provxle yun correct TIN,
If you do not return Form \V-9 to the requester WIth a TiN. you mIght be subject to backup withhOldIng See What ts backup WlthtX$dIng, later
Cat No 10?33X torn W-9 ,neT to-?oral

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

VENDOR CONTACT INFORMATION
Vendor shall provIde the requested Vendor Contact InformatIon in the electronIc proposal submissIon system IncludIng contract, purchase order, RFQ, and Invoice contacts (or, if submIttIng a hard copy Proposal, tImely request and complete the Vendor Contact InformatIon form in accordance wIth the InstructIons to Proposers.

FEDERAL AND STATE/ PURCHASING COOPERATIVE EXPERIENCE
The Cooperative strives to provide Cooperative members with the best services and products at the best prices available from Vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions.

1.Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fIscal year: $675,000 . (The period of the 12-month period is 10/01/2021 /09/30/2022 ). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s).

2.By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances.

3.Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing cooperatives as required
D
0 URCHASING
GR

CURRENT
VENDOR?
(Y/N)
IF YES. Lirr YEARS

AS VENDOR
FORMER VENDOR rY/N)?AWAR DED
coMMODrrY

CATEGORY(IES)
leral SeRa18MEBstratl gBI N
N
N
N
N
N
N
Y
Y
N
N
N
N
N
N
N

2. T-PASS (State of Texas)

3. OMNIA Partners

4. Sourcewell (NJPA)
5, E&I Cooperative
6, Houston-Galveston Area Council (HGAC)

7. Choice Partners

8. The Interlocal Purchasing System (TIPS)SaaS
SaaS9. Other
[] MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS.

CURRENT BUYBOARD VENDORS
If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts.

Current Discount (o/o): 598 Proposed Discount (o/o): OO/8 Explanation : CI';'G'’" d'”; "’t'ff'' d';“"’-t; th“"’gh ;-Y “h'' p’'’"“'“"-t'gg''g;t'"= '-d h;“' '";d' ; “';'gi';d''i;i'” - -t'1-' ’ ;t;-d“d -“ '”'d f'" ;H "”"“”''

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12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

GOVERNMENTAL REFERENCES
For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, including the existing pricing/discounts you offer each customer. The Cooperative may determine whether pricing/discounts are fair and reasonable by comparing pricing/discounts stated in your Proposal with the pricing/discounts you offer other governmental customers. Attach additional pages if necessary.

Quantity/
Entity Name Contact Phone# Email Address Discount Volume 1 Harlingen, TX; Sanjuana Garcia; 956-216-5059; [email protected]; O%; 1 , Pflugerville, TX; Christin Lindsey; 512-990-6100; [email protected]; O%; 1 , Cass County, MO; Jeremy Benson; 816-380-8169; [email protected]; O%; 1 , Ocoee, FL; Rebecca Roberts; 407-905-3100; [email protected]; O%; 1 Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower pricing) than indicated? YES [] NO [•] if YES, please explain:

COMPANY PROFILE
Information on awarded Cooperative Contracts is available to Cooperative Members on the BuyBoard website. If your company is awarded a Contract under this Proposal Invitation, please provide a brief company description that you would like to have included with your company profile on the BuyBoard website. Submit your company profile in a separate file, in Word format, with your Proposal. (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website. The Cooperative reserves the right to exclude or remove any content in its sole discretion, with or without prior notice, including but not limited to any content deemed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.)

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Clear
Company Profile
ClearGov delivers just right software solutions to help local government work better.

Specifically, we provide a complete Budget Cycle Management suite of connected solutions for Capital Budgeting; Personnel Budgeting; Operational Budgeting; Digital Budget Book and Transparency. We also offer a turnkey permitting and licensing platform to help local governments automate forms and other workflows. All ClearGov products are built for local governments from the ground up to be easy to implement, easy to understand, easy to use and easy to afford

’Board

PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

TEXAS REGIONAL SERVICE DESIGNATION
ThIs form must be completed in the electronIc proposal submIssIon system ODYIt the -r \IO,ODO\(';e\e fo’'e'es\el ordarlfl
The Cooperative (referred to as "Texas Cooperative" in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. In the electronic proposal submission system, you must indicate if you will service Texas Cooperative members statewide or, if you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service. If you propose to serve different regions for different products or services included in your Proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) By desIgnatIng a regIon or regIons, you are certIfyIng that you are authorIzed and wIlIIng to provIde the proposed products and servIces in those regIons. DesIgnatIng regIons in whIch you are eIther unable or unwIlling to provIde the specIfied products and servIces shall be grounds for eIther rejectIon of your Proposal or, if awarded, termInatIon of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on the form in the electronic proposal submission system.

Regional Education Service Centers
Region and Headquarters
Edinburg
Corpus Christi
Victoria
1 2
3 Houston
Beaumont
Huntsville
Kilgore
Mount Pleasant
Wichita Falls
Richardson
Fort Worth
9 10
11 12
13 14
15 16
17 Waco
Austin
Abilene
San Angelo
Amarillo
Lubbock
Midland18
19 El Paso
20 San Antonio

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12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com

STATE SERVICE DESIGNATION
ThIs form must be completed in the electronIc proposal submIssIon bm It COaDr
As set forth in the Proposal Invitation, it is the Cooperative’s intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy- back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete the State Service Designation information in the electronic proposal submission system . (Note: if you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) in addItIon to thIs form, to be consIdered for a pIggy-back award by the NatIonal PurchasIng CooperatIve, you must have an authorIzed representatIve sIgn the NatIonal PurchasIng CooperatIve Vendor Award Agreement that follows thIs page.

If you serve different states for different products or services included in your Proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date. ) By designatIng a state or states, you are certIfyIng that you are authorIzed and wIlIIng to provIde the proposed products and servIces in those states. DesIgnating states in whIch you are eIther unable or unwIlIIng to provIde the specIfIed products and servIces shall be grounds for eIther rejectIon of your Proposal or, if awarded, termInatIon of your Contract. • I will service all states in the United States
• I will not service all states in the United States.

Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
(Public Contract Code 20118 & 20652)

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12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com

NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT
In accordance with the Terms and Conditions associated with this Proposal Invitation, a contract awarded under this Proposal Invitation may be "piggy-backed" by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members throughout the United States. If you agree to be considered for a piggy-back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states you have indicated on the State Service Designation form, in your Proposal.

By signing this form, Proposer (referred to in this Agreement as "Vendor") agrees as follows:

1. Vendor acknowledges that if The Local Government Purchasing Cooperative C'Texas Cooperative’) awards Vendor a contract under this Proposal Invitation C'Underlying Award’), the National Purchasing Cooperative C'National Cooperative") may - but is not required to - "piggy-back" on or re-award all or a portion of that Underlying Award C'Piggy-Back Award').

By signing this National Cooperative Vendor Award Agreement G'Agreement’), Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein.

2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator C'BuyBoard Administrator') will notify Vendor in writing of such Piggy-Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing.

3. Vendor agrees that it shall offer its goods and services to National Cooperative members at the same unit pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award.

4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states designated on the State Service Designation Form must be approved in writing by the BuyBoard Administrator.

5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy-Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members, vendor invoices, and/or such other documentation regarding those purchase orders as the Cooperative’s administrators may require in their reasonable discretion for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor’s records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees.

6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict.

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12007 Ruearch Boulevard • Ausan. Texas 78759-2439 ' PH: Ba3495-2919 • bLr ard.cm

7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria, Virginia.

8. Vendor acknowledges and agrees that the award of a Piggy-Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy-Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy-Back Award as provided for herein.

WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement.

ClearGov. Inc 692-23
Proposal Invitation Number
Bryan A. Burdick
Printed Name of Authorized Company Official
September 27, 2022
Date

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LOCATION/ AUTHORIZED SELLER LISTINGS
If you have more than one location/authorized seller that will service a Contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary.

NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract.

If you are a product manufacturer and wIsh to designate DesIgnated Dealers as defined in the General Terms and CondItIons to receIve CooperatIve member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form .

Location/Authorized
Seller Name Contact Person I IUIFallIHnCI AflfllKP;Re _ PnnlrllIP _ Faw _ FRi%allIE11 comlttact IFHtiornlatlon
Pho
Not Applicable

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12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com

MANUFACTURER DEALER DESIGNATION
If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers C'Designated Dealers’) to receive Cooperative member Purchase Orders on Vendor’s behalf, you must complete this form for each dealer you wish to designate.

Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor’s convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor's Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor’s Contract for nonpayment of service fees.

If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing.

The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated Dealer to cease accepting Purchase Orders or otherwise acting on Vendor's behalf under the Contract. Further, the Cooperative administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion.

If you wish to designate a dealer to service a contract awarded under this Proposal Invitation, please list the Designated Dealer below. If you wish to designate multiple dealers, please duplicate this form as necessary.

Not Applicable
Designated Dealer Name Designated Dealer Contact Person Designated Dealer Address
City State Zip
Phone Number Fax Number
Email address Designated Dealer Tax ID Number* (+attach W-9)

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12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com

PROPOSAL INVITATION QUESTIONNAIRE
The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services C'Work’) under the BuyBoard contract contemplated by this Proposal Invitation C'Contract’). Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire and submit in one document with your Proposal. You must submit the questionnaire and responses with your Proposal or the Proposal will not be considered.

1. List the number of years Proposer has been in business and former business names (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity.

ClearGov, Inc. was incorporated in 2015 and has been in business for seven (7) years. ClearGov is not currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity.

2. Describe the resources Proposer has to manage staff and successfully perform the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract.

ClearGov currently provides software solutions to over 700 local government customers across 47 different states. ClearGov has a dedicated staff of Client Success managers who support our customers.

3. Marketinq Strategy: For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal. (Example: Explain how your company will initially inform Cooperative members of your BuyBoard Contract, and how you will continue to support the BuyBoard for the duration of the Contract term. ) Attach additional pages if necessary.

The bulk of ClearGov's client/prospect interactions are directly between customers and our sales executives. We have instructed our sales team to present BuyBoard as the first and preferred option if a customer wishes to contract through a procurement aggregator. We also encourage customers to become BuyBoard members if they are not already part of the BuyBoard community. Finally, we will continue to include BuyBoard on the Partner Page of our ClearGov Website.

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4. Describe Proposer’s financial capability to perform the Contract. State or describe the firm's financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm’s past or present owners, principal shareholders or stockholders, or ofFicers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm.

ClearGov is financially solvent and rapidly growing; None of the firm's past or present owners, principal shareholders, or officers have filed for bankruptcy, receivership or insolvency.

5. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? if so, provide detailed information on the nature of such items and prospects for resolution.

None.
6, List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, failure to complete or deliver the work, or termination .

None

7.List all litigation or other legal proceedings (including arbitration proceedings), if any, in the last 10 years brought against your firm, or any of the firm’s past or present owners, principal shareholders or stockholders, officers, agents or employees, that relate to or arise from a contract similar to this Contract or the Work contemplated under this Contract.

Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status.

None

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Proposal Forms COMM/SVCS v.08. 11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 ' buyboard.com

8. For software-related products, does your company permit escrow of source code and other items needed to provide the customer with continued use of the software in the event of Vendor bankruptcy or other issues which cause the functionality of the software to cease? Explain.

No. ClearGov's product is a turnkey, SaaS solution. We do not do custom software development work.

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Proposal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-29 t9 • THE LOCAL GOVERNMEWr PURCHASING COOPERATIVE
ADDENDUM NO. 1
Proposal Invitation No. 692-23
The following addendum is issued to Proposal Invitation 692-23, Software as a Service (SaaS), Cybersecurity Assessments, and Related Products and Services, and shall become a permanent part of the Proposal Invitation document:

ADDENDUM TO PROPOSAL SPECIFICATIONS
This Proposal Invitation is limited to products within the specified categoriu. For purposes of clarification, the specified SaaS categories do not include board or meeting agenda preparation products, policy and manual management products, or School Health and Related Services (SHARS) Medicaid reimbursement products.

Please sign and return one copy of this Addendum with your proposal as verification of your receipt and compliance with the information contained in this Addendum.
',mp,„y N,m„ ClearGov, Inc.
,„,„„. 2 Mill & Main Place, Suite 630
Signature of Authoria
Company Official
President & Co-Founder
Title:

Telephone Number: (508) 298-8062 Dat,. September 27, 2022 Addendum No. 1, Proposal Invitation No. 692-23 Page 1 of 1

12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com

REQUIRED FORMS CHECKLIST
(Please check (V) the following)
[X]Reviewed/Completed: Proposer’s Acceptance and Agreement PROPOSAL FORMS PART 1: COMPLIANCE FORMS
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
B>]
[X]
[X]
[X]
[X]
[X]
Reviewed/Completed :

Reviewed/Completed :

Proposal Acknowledgements
Felony Conviction Disclosure
Resident/Nonresident Certification
Debarment Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Acknowledgement of BuyBoard Technical Requirements
Construction-Related Goods and Services Affirmation
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
Compliance Forms Signature Page
PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
Reviewed/Completed :

Reviewed/Completed :

Vendor Business Name
Vendor Contact Information kcomplete in electronic proposal submission system) Federal and State/Purchasing Cooperative Experience
Governmental References
Company Profile
Texas Regional Service Designation Qcomplete in electronic proposal submission system) State Service Designation kcomplete in electronic proposal submission system) National Purchasing Ccx>perative Vendor Award Agr@ment (Vendors serving outside Texas only) Local/Authorized Seller Listings
Manufacturer Dealer Designation
Proposal Invitation Questionnaire
Vendor Request to Self-Report BuyBoard Purchases (optio.al) [X]Reviewed/Completed : Proposal Specifications Discount (c7,) off Catalog/Pricelist and/or other required pricing information including Catalogs/Priceltsts (or no bid response) must be submitted with the Proposal or the Proposal will not be considered.

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Proposal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com

PROPOSAL SPECIFICATION SUMMARY
The categories and items specified for this Proposal Invitation are summarized below. For full Proposal Specifications, you must review and complete the Proposal Specification information in the electronic proposal submission system in accordance with the Instructions to Proposers (or, if submitting a hard copy Proposal, timely request and complete the Proposal Specification Form in accordance with the Instructions to Proposers).

Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be10'LOPO. considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format Febwith Excel or searchable PDF preferred 0
Section I: Software as a Service (SaaS) Products and Related Services

1. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Asset Management/Tracking Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider,

2. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Business/Financial Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

3. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Communications Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

4. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Curriculum/Instruction (K-12, special education, and higher education) Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

5. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Document/Record Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

6. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Facility/Maintenance Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

7. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Grant Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software

8. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Information Technology Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

9. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Legal Cases and Courtroom Docket Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.
provider

Page 40 of 75 ends

Proposal Forms COMM/SVCS v.08.11.2021

12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com

10. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Payroll/Performance Appraisal/Workforce Recruitment Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

11. Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Student Services (Appraisal, Discipline, Orientation) Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.

Section II: Cybersecuritv Assessments, Products and Related Services

12. Discount (%) off catalog/pricelist for Cybersecurity Assessments, Products and Related Services - all types of cybersecurity assessments and products used with networks and technology infrastructures including pre-breach mitigation monitoring services and breach mitigation services related to data/information security incidents.

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Proposal Forms COMM/SVCS v.08.11.2021

ClearGov Inc Information
Contact:

Address:

Tyler Bridges
2 Mill & Main Place
Suite 630
Maynard, MA 01754
(855) 553-2715
(855) 553-2715
[email protected]
www.cleargov.com
Phone:

Toll Free:

Email:

Web Address:

By submitting your response, you certify that you are authorized to represent and bind your company Bryan A. Burdick
Signature
Submitted at 9/29/2022 1 1:31:36 AM (CT)
[email protected]
Email
Requested Attachments
BuyBoard Proposal Invitation No. 692-23 Software
as a Service (SaaS), Cybersecurity Assessments,
and Related Products and Services
ClearGov - BuyBoard Proposal Invitation No. 692-23. pdf REQUIRED-In PDF format, upload all proposal invitation documents available for download at vendor.buyboard.com including any additional pages, as necessary. NOTICE: DO NOT complete proposal forms in internet browser. No data will be stored. Download file to computer and complete proposal forms prior to submitting. (Please DO NOT password protect uploaded files.)
Catalog/Pricelist ClearGov - Rate Cards.pdf
REQUiRED-In Excel or PDF format. upload catalog(s)/pricelist(s) in accordance with proposal invitation instructions Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or Proposal will not be considered. No paper catalogs or manufacturer/vendor websites will be accepted. File size must not exceed 250MB. (Please DO NOT password protect uploaded files.)
Addendum No. 1 ClearGov - Addendom No. 1.pdf
REQUIRED - in PDF format, upload addendum document available for download at vendor.buyboard.com including any additional pages, as necessary. (Please DO NOT password protect uploaded files.) Exceptions and/or Detailed Information Related to Discount % and/or Hourly Labor Rate A/o response Proposed
In PDF format and if necessary. vendor shall attach detailed information regarding exceptions to pricing and/or discount percentage and define the services that are proposed to be provided. NOTE: IF DETAILED INFORMATION IS NOT SUBMITTED, PROPOSAL MAY NOT BE CONSIDERED. (Please DO NOT password protect uploaded files.) Company Profile ClearGov - Company Profile.docx
REQUIRED-Information on awarded Cooperative Contracts is available to Cooperative Members on the BuyBoard website. If your company is awarded a Contract under this Proposal Invitation, please provide a brief company description that you would like to have included with your company profile on the BuyBoard website. Submit your company profile in a separate file, in Word format, with your Proposal. (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website. The Cooperative reserves the right to exclude or remove any content in its sole discretion, with or without prior notice, including but not limited to any content deemed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.) IRS Form W-9 Request for Taxpayer Identification Number and Certification ClearGov - W9.pdf REQUIRED-In PDF format, upload W-9 form. (Please DO NOT password protect uploaded files.)

Page 3 of 29 ends

Response Attachments
ClearGov - Sole Source Provider Letter.pdf
This letter confirms that ClearGov, Inc. is the sole source provider for the products detailed herein.

Bid Attributes
Federal Identification Number
Federal Identification Number
47-5205793IHUB/No Israel Boycott Certification/No Excluded Nation or Foreign Terrorist Certification HUB/No Israel Boycott Certification/No Excluded Nation or Foreign Terrorist Certification 3 No Israel Boycott Certification
A Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. (TEX. GOV’T CODE Ch. 2270).

Accordingly, this certification form is included to the extent required by law. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. TEX. GOV’T CODE 5808.001(1 ).

By signature on the Compliance Forms Signature Page, to the extent applicable, I certify and verify that Vendor does not boycott Israel and will not boycott Israel during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification
No Excluded Nation or Foreign Terrorist Organization Certification Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization - specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code 95806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) By signature on the Compliance Forms Signature Page, 1 certify and verify that Vendor is not on the Texas Comptroller’s list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification,
MWBE/HUB Status Certification
A Proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or “MWBE” and all referred to in this form as a “HUB”) is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form I certify that my company has been certified as a MWBE/HUB in the following categories: (Please check all that apply>

Page 4 of 29 ends

6 1 Minority Owned Business
I Minority Owned Business
I n Minority Owned Business (Yes)
71 Women Owned Business
I Women Owned Business
I [] W,m,„ Ow.,d B.,i.„, (Yes)
Service-Disabled Veteran Owned Business
Service-Disabled Veteran Owned Business (veteran defined by 38 U.S.C. 5101 (2), who has a service-connected disability as defined by 38 U.S.C. S 101(16), and who has a disability rating of 20% or more as determined by the U S. Department of Veterans Affairs or Department of Defense) [] Service-Disabled Veteran Owned Business (Yes)
9 1 Certification Number
I Certification Number
lo
a:::=,i.:::::iT;"’"“"“I
1 1 Non-MWBE/HUB
1 1 My company has NOT been certified as a MWBE/HUB
I a Non-HUB (Yes)
1 1 Vendor General Contact Information
z 1 Proposal/Contract General Contact Information
1 1 Vendor Proposal/Contract Contact Name
J I Vendor Proposal/Contract Contact Name
Ir
1 1 Vendor Proposal/Contract Contact E-mail Address
4 1 Vendor Proposal/Contract Contact E-mail AddressI
1 1 Vendor Proposal/Contract Mailing Address
a 1 Vendor Proposal/Contract Mailing Address
IFFGL
1 1 Vendor Proposal/Contact Mailing Address - city
b 1 Vendor Proposal/Contact Mailing Address - city
IMa
! I Vendor Proposal/Contact Mailing Address - State
1 1 Vendor Proposal/Contact Mailing Address - State (Abbreviate State Name) MA

Page 5 of 29 ends

1 Vendor Proposal/Contact Mailing Address - Zip Code
8 Vendor Proposal/Contact Mailing Address - Zip Code
01754
Vendor Proposal/Contact Phone Number
Vendor Proposal/Contact Phone Number (DOC->CO(->oooo
855-553-2715
Vendor Proposal/Contact Extension Number
Vendor Proposal/Contact Extension Number
787
Company Website
Company Website ( www.XXXXX.com)
www,clearqov. com
Purchase Orders Contact Information
All Purchase Orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to Vendors to assist them with retrieving their orders
Please select options below for receipt of Purchase Orders and provide the requested information:
• I will use the internet to receive Purchase Orders at the following address Purchase Order E-mail Address
Purchase Order E-mail Address
[email protected]
Purchase Order Contact Name
Purchase Order Contact Name
Brenda Luebbers
Purchase Order Contact Phone Number
Purchase Order Contact Phone Number (>aoc->oak>oaK)
508-365-2050
Purchase Order Contact Extension Number
Purchase Order Contact Extension Number
No response
Alternate Purchase Order E-mail Address
Alternate Purchase Order E-mail Address
:

Page 6 of 29 ends

Alternate Purchase Order Contact Name
Alternate Purchase Order Contact Name
Brenda Luebbers
Alternate Purchase Order Contact Phone Number
Alternate Purchase Order Contact Phone Number (xxx-xxx-xxxx) 508-365-2050
Alternate Purchase Order Contact Extension Number
Alternate Purchase Order Contact Extension Number
No response
3 1 Purchase Orders Contact Information
1 All Purchase Orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to Vendors to assist them with retrieving their orders
Please select options below for receipt of Purchase Orders and provide the requested information • Purchase Orders may be received by the Designated Dealer(s) identified on my company’s Dealer Designation form as provided to the Cooperative administrator. I understand that my company shall remain responsible for the Contract and the performance of all Designated Dealers under and in accordance with the Contract
Request for Quotes (a€eRFQa€)
Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs Request for Quote (RFQ) E-mail Address
Request for Quote (RFQ) E-mail Address
[email protected]
Request for Quote (RFQ) Contact Name
Request for Quote (RFQ) Contact Name
e
Request for Quote (RFQ) Contact Phone Number
Request for Quote (RFQ) Contact Phone Number (
855-553-2715
Request for Quote (RFQ) Contact Extension Number
Request for Quote (RFQ) Contact Extension Number
787
3 1 Alternate Request for Quote (RFQ) E-mail Address
7 Alternate Request for Quote (RFQ) E-mail Address
bburdick@cleargov. com

Page 7 of 29 ends

Alternate Request for Quote (RFQ) Contact Name
Alternate Request for Quote (RFQ) Contact Name
Bryan Burdick
Alternate Request for Quote (RFQ) Contact Phone Number
Alternate Request for Quote (RFQ) Contact Phone Number (xxx-xm-xxxx) 508-298-8062
4 1 Alternate Request for Quote (RFQ) Contact Extension Number 0 Alternate Request for Quote (RFQ) Contact Extension Number No response
Invoices
Your company will be billed monthly for the service fee due under a Contract awarded under this Proposal Invitation. All invoices are available on the BuyBoard website and e-mail notifications will be sent when they are ready to be retrieved
4 1 Invoices
2 Please choose o
information
D of the following options for receipt of invoices and provide the requested (a) Service fee invoices and related communications should be provided directly to my company at:
(b) in lieu of my company
billing agent:

If Vendor authorizes a billing agent to receive and process service fee invoices. in accordance with the General Terms and Conditions of the Contract Vendor specifically acknowledges and agrees that nothing in that designation shall relieve Vendor of its responsibilities and obligations under the Contract including, but not limited to, payment of all service fees under any Contract awarded Vendor, I request and authorize all service fee invoices to be provided directly to the following Service fee invoices and notices direct to compan
4 Invoice Company Name
3 Invoice Company Name
ClearGov, Inc
Invoice Company Department Name
Invoice Company Department Name
Accounting
Invoice Contact Name
Invoice Contact Name
Brenda Luebbers
Invoice Mailing Address
Invoice Mailing Address (P.O. Box or Street Address)
2 Mill & Main Place, Suite 630

Page 8 of 29 ends

4 1 Invoice Mailing Address - City
1 1 Invoice Mailing Address - cityIM
4 1 Invoice Mailing Address - State
U 1 Invoice Mailing Address - State (Abbreviate State Name) lnM
4 1 Invoice Mailing Address - zip CodeAl V H
u 1 Invoice Mailing Address (zip Code)
Imo
5 1 Invoice Contact Phone Number
U 1 Invoice Contact Phone Number (xxx-xxx-xxxx)
15 5 1 Invoice Contact Extension Number
' I Invoice Contact Extension Number
lo
1 5 1 Invoice Contact Fax Number
z 1 Invoice Contact Fax Number (xxx-xxx-xxxx)
17 5 1 Invoice Contact E-mail Address
J I Invoice Contact E-mailI
Invoice Contact Alternate E-mail Address
Invoice Contact Alternate E-mail Address
r
Billing Agent Company Name
Billing Agent Company Name
O
Billing Agent Department Name
Billing Agent Department Name
O
5 Billing Agent Contact Name
7 Billing Agent Contact Name
No response
5 Billing Agent Mailing Address
8 Billing Agent Mailing Address (P.O. Box or Street Address) No response

Page 9 of 29 ends

5 Billing Agent Mailing Address - City
9 Billing Agent Mailing Address - City
No response
Billing Agent Mailing Address - State
Billing Agent Mailing Address - State (Abbreviate State Name) o g
Billing Agent Mailing Address - Zip Code
Billing Agent Mailing Address - Zip Code
No response
Billing Agent Contact Phone Number
Billing Agent Contact Phone Number (xxx-xxx-xxxx)
O
Billing Agent Contact Extension Number
Billing Agent Contact Extension Number
No response
Billing Agent Fax Number
Billing Agent Fax Number
No response
Billing Agent Contact E-mail Address
Billing Agent Contact E-mail Address
No response
Billing Agent Alternative E-mail Address
Billing Agent Alternative E-mail Address
No response
Shipping Via
Common Carrier
Payment Terms
Note: Vendor payment terms must comply with the BuyBoard General Terms and Conditions and the Texas Prompt Payment Act (Texas Government Code Ch. 2251 )
e
Company Truck, Prepaid and Add to Invoice. or Other
6 Vendor's Internal/Assigned Reference/Quote Number
9 Vendor's Internal/Assigned Reference/Quote Number
o

Page 10 of 29 ends

State or Attach Return Policy
Note: Only return requirements and processes will be deemed part of Vendor’s return policy. Any unrelated contract terms, terms of sale, or other information not specifically related to return requirements and processes included in Vendor’s return policy shall not apply to any awarded Contract unless specifically included as a deviation in the Deviation and Compliance Form and accepted by the Cooperative e
Electronic Payments
Are electronic payments acceptable to your company?
7 Credit Card Payments
2 Are credit card payments acceptable to your company?
Texas Regional Service Designation
Texas Regional Service Designation - Refer to Form in Proposal Invitation The Cooperative (referred to as "Texas Cooperative” in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. If you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service on this form. If you propose to serve different regions for different products or services included in your Proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. By designating a region or regIons, you are certifying that you are authorized and willing to provide the proposed products and services in those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract. Additionally , if you do not plan to service Texas Cooperative members (i.e.. if you will service only states other than Texas), you must so indicate on this form.
7 Company Name4
Company Name
ClearGov, Inc
Texas Regional Service Designation
Select only one of the following options. If you select check the individual Regions you wish to serve
Region 1
Region 1 - Edinburg
[] Region 7 rD
I will NOT serve all Regions of Texas", you must then
7 Region 2
7 Region 2 - Corpus Christi
a Region 2 (2)
Region 3
Region 3 - Victoria
[] Region 3 (3)

Page 1 ends

Region 4
Region 4 - Houston
D Region 4 (4)
Region 5
Region 5 - Beaumont
D Region 5 (5)
Region 6
Region 6 - Huntsville
a Region 6 (6)
Region 7
Region 7 - Kilgore
a Region 7 (7)
Region 8
Region 8 - Mount Pleasant
[] Region 8 (8)
Region 9
Region 9 - Wichita Falls
a Region 9 (9)
Region 10
Region 10 - Richardson
a Region 70 (10)
Region 11
6 Region 11 - Fort Worth
[] Region 77 fT 0
Region 12
7 Region 12 - Waco
[] Region 72 (12)
8 Region 13
8 Region 13 - Austin
n Region 73 (13)
8 Region 149Region 14 - Abilene
a Region 74 (14)
9 Region 15
0 Region 15 - San Angelo
a Region 75 (15)

Page 12 of 29 ends

9 Region 16
1 Region 16 - Amarillo
a Region 76 (16)
9 Region 17
2 Region 17 - Lubbock
[] Region 77 r7 7)
Region 18
Region 18 - Midland
n Region 78 (1 8)
9 Region 19
4 Region 19 - El Paso
[] Region 79 (19)
9 Region 20
5 Region 20 - San Antonio
[] Region 20 (20)
91 State Service Designation
b 1 State Service Designation - Refer to Form in Proposal Invitation.

As set forth in the Proposal Invitation, it is the Cooperative’s intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy-back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete this form accordingly. (Note , If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) in addition to this form, to be considered for a piggy-back award by the National Purchasing Cooperative, you must have an authorized representative sign the National Purchasing Cooperative Vendor Award Agreement that follows this form.

If you serve different states for different products or services included in your Proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. By designating a state or states, you are certifying that you are authorized and willing to provide the proposed products and services in those states. Designating states in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract.

Company Name
Company Name
ClearGov, Inc
State Service Designation
Select only one of the following options
the individual States you wish to serve
If you select "I will NOT serve all States'you must then check 9 1 Alabama
9 Alabama
[] Alabama (AL)

Page 13 of 29 ends

Alaska
Alaska
n Alaska (AK)
Arizona
Arizona
U Arizona (AZ)
Arkansas
Arkansas
D Arkansas (AR)
California
California (Public Contract Code 20118 & 20652)
a California rcA)
Colorado
Colorado
a Colorado (CO)
Connecticut
Connecticut
n Connecticut (CT)
Delaware
Delaware
E Delaware (DE)
District of Columbia
District of Columbia
[] District of Columbia (DC)
Florida
Florida
a Florida (FL)
Georgia
Georgia
a Georgia (GAJ
Hawaii
Hawaii
a Hawaii (Hl)
Idaho
Idaho
n Idaho (ID)

Page 14 of 29 ends

11 Illinois
! I Illinois
I n Illinois (IL)
11 Indiana
21 Indiana
I n Indiana (IN)
11 Iowa
II Iowa
I n Iowa (IA)
1 1 Kansas
! I Kansas
I n Kansas (KS)
FKentucky
Kentucky
n Kentucky (KY)
11 Louisiana
; I Louisiana
I n Louisiana (LA)
11 Maine
! I Maine
I n Maine (ME)
II:::’.T
1 [I Maryland (MD)
11 Massachusetts
61 Massachusetts
1 [] Massachusetts rMA)
}= f:„:::"
1 [] Michigan (Mt)
1 1 Minnesota
gI Minnesota
1 [] Minnesota (MN)
II MississippigI Mississippi
I n Mississippi CMS)

Page 15 of 29 ends

1 1 Missouri
iI Missouri
I n Missouri CMO)
1 1 Montana
gI Montana
I n Montana rMa
1 1 Nebraska
El Nebraska
I n Nebraska (NE)
1 1 Nevada
fI Nevada
I n Nevada (NV)
1 1 New Hampshire
gI New Hampshire
I [] New Hampshire (NH)
g::: IT::;“
1 [] New Jersey (NJ)
1 1 New Mexico
81 New Mexico
I a New Mexico (NM)
1 1 NewYork
f 1 New York
I n New York (NY)
North Carolina
North Carolina
n North Carof ina (NC)
1 1 North Dakota
gI North Dakota
1 a North Oa Mta (ND)
11 Ohio
iI Ohio
I n Ohio (OH)
11 Oklahoma
gI Oklahoma
i n Oklahoma (OK)

Page 16 of 29 ends

g::=’;."
I n Oregon (OR)
1 1 Pennsylvania
9 : Pennsylvania
I n Pennsylvania (PA)
1 1 Rh,d, I,I,„d
gI Rhode Island
1 D Rhode Island (RI)
1 1 South Carolina
gI South Carolina
1 [] South Carolina (sc)
I I South Dakota
81 South Dakota
1 [] South Dakota (SD)
11 Tennessee41-i I Tennessee
I n Tennessee (TN)
11 Texas
! I Texas
I n Texas (TX)
11 Vermont
! I Vermont
I n Vermont (VT)
]::L::T:’
I E Virginia rm)
Washington
Washington
D Washington rWA)
West Virginia
West Virginia
a Wesf Virginia rwv)

Page 17 of 29 ends

Wisconsin
Wisconsin
a Wisconsin rw/)
Wyoming
Wyoming
[] Wyoming rWY)
Bid Lines
1 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Asset Management/Tracking Applications and Related Services - all types of software as a service products, web- based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:
• Select "Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
• Vendor’s must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed" O

Page 18 of 29 ends

2 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Business/Financial Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider.. Catalog/Pricelist MUST be included or proposal will not be considered
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:
• Select " Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
• Vendor’s must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites, and/or "See Attached/Enclosed ClearGov - Rate Cards

Page 19 of 29 ends

3 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Communications Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:
• Select "Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
• Vendor’s must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage ClearGov - Rate Cards
NOTE: Do not include SKU, Reference Numbers. Websites. and/or "See Attached/Enclosed"

Page 20 of 29 ends

4 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Curriculum/Instruction (K- 12, special education, and higher education) Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Vendors proposing multiple manufacturer product lines and/or catalog/priceltst per line item must submit the information as follows or proposal may not be considered:
• Select "Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
• Vendor’s must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU, Reference Numbers. Websites, and/or "See Attached/Enclosed" No response

Page 21 of 29 ends

5 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Document/Record Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted .

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:
• Select "Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
• Vendor’s must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU, Reference Numbers, Websites. and/or "See Attached/Enclosed O

Page 22 of 29 ends

6 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Facility/Maintenance Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/prtcetist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed No response

Page 23 of 29 ends

7 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Grant Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered:
• Select "Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
• Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed' O

Page 24 of 29 ends

8 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Information Technology Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered • Select "Add Alternate" for each additional manufacturer product line and/or catalog/pricelist proposed
• Vendor’s must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed
Item Attributes

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed No response

Page 25 of 29 ends

9 1 Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Legal Cases and Courtroom
Docket Management Applications and Related Services - all types of software as a service products, web- based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed No response

Page 26 of 29 ends

1 0
Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Payroll/Performance Appraisal/Workforce Recruitment Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered.

No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper cataloqs or manufacturer/vendor websites will be accepted.

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed' O

Page 27 of 29 ends

1 1
Section 1: Software as a Service (SaaS) Products and Related Services Discount (%) off catalog/pricelist for Software as a Service (SaaS) Products for Student Services (Appraisal, Discipline, Orientation) Management Applications and Related Services - all types of software as a service products, web-based enterprise applications, or cloud-based operations management software with a delivery model that is provided on a subscription basis and hosted by software provider. Catalog/Pricelist MUST be included or proposal will not be considered
No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed No ponse

Page 28 of 29 ends

1 2
Section II: Cybersecurity Assessments, Products and Related Services Discount (%) off catalog/pricelist for Cybersecurity Assessments, Products and Related Services - all types of cybersecurity assessments and products used with networks and technology infrastructures including pre- breach mitigation monitoring services and breach mitigation services related to data/information security incidents. Catalog/Pricelist MUST be included or proposal will not be considered No Bid
Item Notes: PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper cataloqs or manufacturer/vendor websites will be accepted.

1. State Name of Catalog/Pricelist Proposed with Discount Percentage NOTE: Do not include SKU. Reference Numbers. Websites. and/or "See Attached/Enclosed O
Response Total: $0.00

Page 29 of 29 ends

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com Responding vendors must read all sectIons of thIs Proposal InvitatIon carefully.

Even if your company has submitted proposals on previous BuyBoard proposal InvItations, terms and requirements may have changed.

NoTICE OF PROPOSAL INVITATION
The Local Government Purchasing Cooperative d/b/a BuyBoard® (Cooperative), 12007 Research Blvd., Austin, Texas 78759 is a statewide purchasing cooperative for school districts, junior colleges, cities, counties, and other political subdivisions. The Texas Association of School Boards, Inc. (TASB), a Texas nonprofit corporation, 12007 Research Blvd., Austin, Texas 78759, serves as the Cooperative’s administrator. The Cooperative is endorsed by TASB, the Texas Municipal League (TML), a Texas unincorporated nonprofit association, 1821 Rutherford Lane, Austin, Texas 78754, and the Texas Association of Counties (TAC), a Texas nonprofit association, 1204 San Antonio, Austin, Texas 78701.

The Cooperative’s contracts for commodities and services are available to the members of TASB, TML, and TAC, and other local governmental entities that are members of the CooperatIve and eligible to purchase through a government purchasing cooperative or interlocal contract. TASB, the Cooperative administrator, provides an online marketplace to the Cooperative known as the BuyBoard which enables members to review available contracts and make purchases of awarded commodities and services electronically.

The Cooperative is soliciting sealed proposals for products, supplies, services and/or equipment as set forth in this Proposal Invitation on behalf of all present and future members of the Cooperative. There may be over 1,000 Texas public school districts and junior colleges, over 900 municipalities, 400 counties, and numerous other political subdivisions (i.e. river authorities, special districts, public housing authorities, etc.) participating in the Cooperative at any given time.

Awarded products and services may also be available to the administrator's nonprofit entity BuyBoard subscribers and, in the event of a piggyback award, members of the National Purchasing Cooperative located throughout the United States as further explained in the Proposal Invitation.

Completed sealed proposals for Proposal No. 692-23 for Software as a Service (SaaS), Cybersecurity Assessments, and Related Products and Services must be received on or before 4:00 PM September 29, 2022, either by submitting the Proposal electronically through the Cooperative’s designated website or by hard copy submission as set out in the Instructions to Proposers. Late proposals will not be accepted.

Unless a different time period is stated in the General Information document for this Proposal Invitation, questions, requests for information or clarification, or comments regarding this Proposal Invitation, including the specifications, must be submitted in writing, addressed as indicated below, and received by the Cooperative administrator no later than the 10th business day before the Proposal Due Date. The Cooperative will respond only to written questions.

Attn :

The Local Government Purchasing Cooperative
TASB Asst. Division Director, Cooperative Procurement
12007 Research Blvd.

Austin, TX 78759
E-Mail: bids(abuyboard.com

Page 1 of 75 ends

!) PURCHASING COOPERATIVE8
12007 Research Boulevard • Austin. Texas 78759-2439 • PH: 800-695-2919 PROPOSAL INVITATION NO. 692-23

TABLE OF CONTENTS
NOTICE AND INgrRUCrIONS
Notice of Proposal Invitation
Instructions to Proposers
GENEkAL INFORMATION
General Information

PROPOSAL FORMS
Proposer’s Acceptance and Agreement
PROPOSAL FORMS PART 1: COMPLIANCE FORMS
Proposal Acknowledgements
Felony Conviction Disclosure
Resident/Nonresident Certification
Debarment Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Acknowledgement of BuyBoard Technical Requirements
Construction-Related Goods and Services Affirmation
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
Compliance Forms Signature Page
PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS
Vendor Business Name
Vendor Contact Information
Federal and State/Purchasing Cooperative Experience
Governmental References
Company Profile
Texas Regional Service Designation
State Service Designation
Page
1 4
7 10
11 12
13 13
13 14
15 15
15 16
17 18
19 21
25 26
27 27
28 28
29 30

Page 2 of 75 ends

12007 Research Boulevard • Austin. Texas 78759-2439 PH: 800-695-2919 National Purchasing Cooperative Vendor Award Agreement
Local/Authorized Seller Listings
Manufacturer Dealer Designation
Proposal Invitation Questionnaire
Vendor Request to Self-Report BuyBoard Purchases
Proposal Specification Summary
Required Forms Checklist
GENEkAL TERMS AND CONDmONS
General Terms and Conditions

APPENDICES
Appendix I: BuyBoard Technical Requirements
Appendix II: Additional Terms and Conditions for BuyBoard Self-Reporting 31 33
34 35
37 38
40 41
68 71

Page 3 of 75 ends

12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com INSTRucTIONS TO PROPOSERS
Electronic Proposal Submission
The Cooperative requests that Vendors submit Proposals electronically in accordance with the instructions herein via the link available on the following website:
• buyboard .com/vendor
There is no cost to the Vendor to register or use the electronic proposal submission option. To the extent a vendor is unable to submit a Proposal electronically through the proposal website, instructions for hard copy submissions are provided below.

Before you submit
•In order to submit a Proposal electronically, you must have a working registered vendor username and password to login. If you do not have a registered vendor username and password, you may obtain one by registering at buyboard .com/vendor . Note to exIstIng BuyBoard vendors: TIle regIstered vendor logIn used for electronIc proposal submIssIon is NOT the same as your exIstIng logIn used to check purchase orders or sImIlar vendor InformatIon under awarded contracts. Vendors are highly encouraged to ensure you have a working vendor login well in advance of the submission deadline. • Vendor is responsible for ensuring it has the technical capability to submit its Proposal via electronic submission.

Browser requirements can be found at https://buyboard.ionwave , net/BrowserCompatibility.html. •VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURING TIMELY SUBMISSION OF VENDOR’S PROPOSAL. Neither the Cooperative nor the Cooperative administrator shall be responsible for equipment or software failure, internet or website downtime, corrupt or unreadable data, or other technical issues that may cause delay or non-delivery of a Proposal or inaccessibility of the submitted data. Accordingly, Vendors are highly encouraged to prepare and allow for sufficient time to familiarize itself with the electronic submission requirements and to address any technical or data issues prior to the Proposal Due Date.

How to submIt Proposal electronlcall.
•Login using your registered vendor login at MM under the "Register/Login/Submit Proposal" link. • The page will open to the list of "Available Bids."
• Click on the applicable Proposal Invitation number under the "My Invitations" or "Other Bid Opportunities" section to view this Proposal Invitation request.
•RevIew and follow all InstructIons on the webpage.
• VENDOR INFORMATION – Select the "Attributes" tab to locate the Vendor Contact Information fields required to be completed and submitted.
• Vendors must respond to each item by providing the information requested. If you fail to complete any of the line items, you will receive an error and will be unable to submit your Proposal. • PROPOSAL SPECIFICATIONS - Select the "Line Items" tab to locate the Proposal Specifications. • Input all required proposal pricing information (discount (%) off catalog/pricelist, line item pricing, hourly labor rates, and/or other related pricing information) as specified.

Page 4 of 75 ends

q PURCHASINC COOP£RATIV£
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com •Vendors must respond to each line item by either providing the information requested in the specifications, adding alternates to provide additional information (as necessary), or by indicating no bid. If you fail to complete any of the line items, you will receive an error and will be unable to submit your Proposal. •Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as follows or the Proposal may not be considered:
i. Manufacturers shall be listed in alphabetical order
ii. Vendor must list one specific percentage discount for each manufacturer listed. Use the "Add Alternates" option as needed to add additional manufacturers. •PROPOSAL DOCUMENTS - To upload your Proposal documents, select the "Response Attachments" tab and upload a sIgned, complete copy of your Proposal in searchable PDF format, including all required proposal documents (Proposal Forms, and any other documents required by the Proposal Invitation). Electronic Catalogs/Pricelists must be submitted with the Proposal in the format required by these Instructions to Proposers or it will not be considered.
•PROPOSAL SUBMISSION - Select the "Response Submission" tab to submit the Proposal. • if an error or multiple errors occur, the system will display the location of the error(s). • Go to the problem area and correct the errors. You must go to the specific tab(s) that contain(s) the error(s) to review the error detail and correct the error(s). Your submIssIon wIll not be submitted until all errors are corrected .
• Once all errors are corrected, proceed to the "Response Submission" tab to submit the response.

How to submit hard copy Proposal – Paper copies will NOT be accepted While the Cooperative requests electronic submission of Proposals through the designated website, any Vendor without the technical capability or wishing to submit a hard copy Proposal may do so in accordance with the following instructions :

Contact BuyBoard staff at bids(a)buyboard.com to request a copy of the Proposal Specification Form and other forms not included in this packet in hard copy form at least five (5) business days prior to the Proposal Due Date. •Submit the signed, completed Proposal in a sealed envelope or carton properly marked with the Proposal Invitation number and Proposal submittal date and time and containing all required proposal documents (including forms, completed Proposal Specification Form, and any other documents required by the Proposal Invitation). The Proposal must be submitted in electrOnIc, searchable PDF format on a USB flash drIve, CD or DVD. Paper copies will NOT be accepted.
• The Proposal Specification Form and Electronic Catalogs/Pricelists must be submitted with the Proposal in the format required by these Instructions to Proposers or it will not be considered. • Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as follows or the Proposal may not be considered:
a. Manufacturers shall be listed in alphabetical order
b. Vendor must list one specific percentage discount for each manufacturer listed. • Any hard copy electronic Proposals must be delivered via hand delivery or U.S. Mail to the address below so as to be received on or before the Proposal Due Date and time:

The Local Government Purchasing Cooperative
12007 Research Blvd.

Austin, TX 78759

Page 5 of 75 ends

•JJ PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 ' PH: 800-695-2919 • buyboard.com VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURING TIMELY SUBMISSION OF VENDOR'S PROPOSAL.

Neither the Cooperative nor the Cooperative administrator shall be responsible for Proposals delivered late by the United States Postal Service or any other delivery or courier service. Further, neither the Cooperative nor the Cooperative administrator shall be responsible for Proposals delivered in a corrupt or unreadable electronic format.

Faxed and/ or emaIled Proposals wIll NOT be accepted.

REQUIREMENTS FOR VENDOR CATALOGS/PRICELISTS IN PROPOSALS Note: The following instructions set forth the requirements for Vendor Gatalogs/pricelists submitted with Proposals for proposal evaluation purposes. If awarded a Contract, Vendor may be required to resubmit catalogs/pricelists in the format described in the BuyBoard Technical Requirements as detailed further in the Proposal Invitation.

Electronic catalogs/pricelists must be submitted with Vendor’s Proposal in the required format (whether submitted electronically through the designated website or in hard copy format via mail or hand delivery) or the Proposal will not be considered. The following is required of all Vendor catalog(s)/pricelist(s) submitted to the Cooperative for evaluation with the Proposal :

Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Below is a sample chart, with examples of data for each field, showing the data fields that Vendors MUST include in each submitted pricelist/catalog with the Proposal :

BuyBoard
Specification
Item No
Category
MSRP/List
Price
(before BuyBoard Disco
$50.00
$20.00
The catalogs/pricelists must include all listed data fields (BuyBoard specification category, part/item number, item description, and list price) or the Proposal will not be considered. Catalogs and pricelists should contain only items that relate to the items requested in the specifications. Vendors are discouraged from including irrelevant or non-responsive information with their Proposal. The Cooperative reserves the right to deem a Proposal non-responsive if the Proposal, including catalogs or pricelists submitted with the Proposal, do not specifically relate to the intent of the Proposal Invitation or contain what the Cooperative deems to be, in its sole discretion, excessive irrelevant or non-responsive information, including information which makes it burdensome or impractical for the Cooperative to identify responsive products and pricing.

WITHDRAWAL OR MODIFICATION OF PROPOSALS
Proposals may be withdrawn or modified prior to the Proposal Due Date and time, but only in accordance with section B.11 (Withdrawal or Modification of Proposal) of the General Terms and Conditions in this Proposal Invitation.

Page 6 of 75 ends

q PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

GENERAL INFORMATION
Proposal Invitation No. 692-23
Software as a Service (SaaS), CybersecuritV Assessments, and Related Products and Services *Please make sure that you have reviewed and completed all sectIons of this Proposal Invitation.

1. 2.

3. 4.

5. 6.

7. Notice of Proposal Invitation and Instructions to Proposers General Information
Proposal Forms
Proposal Specifications
General Terms and Conditions
BuyBoard Technical Requirements
Additional Terms and Conditions for BuyBoard Self-Reporting

PROPOSAL SUBMISSION INSTRUCTIONS
Proposal responses (including completed and signed Proposal Invitation forms, completed Proposal specifications, and pricelists/catalogs) must be submitted in electronic format in the manner prescribed in the Instructions to Proposers.

INTENT AND PURPOSE OF THE CONTRACr
The intent of this Proposal Invitation is to solicIt sealed Proposals to establish a contract for various types of Software as a Service (SaaS), Cybersecurity Assessments and Related Products and Services that may be procured by CooperatIve members. Because individual members require different products, and/or services, this Proposal Invitation is a request for a discount off of catalog or price IIst for products and services. Purchases can be made by a Cooperative member at any time during the Contract term. Except as provided in section E.4 of the General Terms and Conditions or otherwise in this Proposal Invitation, Vendor shall hold its Awarded Pricing firm during the Contract term. In the event of price decreases, such price decreases shall be allowed for all products.

TERM OF CONTRACr
The term of this contract will be from April 1, 2023, through March 31, 2024, with two possible one-year renewals.

As set forth in the General Terms and Conditions, an awarded Vendor has no right to or vested interest in contract renewal. The determination as to whether to renew or non-renew any Vendor Contract, in whole or in part, shall be in the sole discretion of the Cooperative.

For purposes of this Proposal Invitation, a Vendor must generate a minimum of $15,000 through the Contract during an annual contract term or may not be offered a renewal. A Vendor’s failure to generate this minimum amount may also be considered by the Cooperative as part of Vendor’s past performance evaluation on future proposal invitations.

VALUE OF CONTRACT
The estimated value of this contract is $10,751,951; however, this estimate is based on prior contracts for similar types of products and services and should not be construed to be a guaranty of either a minimum or maximum amount since usage may be dependent upon multiple factors including Cooperative members’ actual needs and available funding.

General Information COMM/Svcs v.03.01.2021

Page 7 of 75 ends

12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

SERVICE FEE
An awarded Vendor under this Proposal Invitation must pay the Cooperative a service fee in the amount of 2% per Purchase Order generated from any contract awarded under this Proposal Invitation, and the service fee is to be included in the Awarded Pricing. Vendor agrees to pay this service fee and remit the fee to the Cooperative in Austin, Texas, promptly upon payment by the Cooperative member for any Purchase Order(s) and within 30 days of the date of each service fee invoice. As set forth in more detail in the General Terms and Conditions, an awarded Vendor will be required to provide the Cooperative with copies and/or reports of all Purchase Orders generated from Vendor’s Contract(s) that Vendor receives directly from Cooperative members, Vendor Invoices, and/or such other documentation regarding Cooperative member purchases under any awarded Contract as the Cooperative administrator may require in its reasonable discretion. The Cooperative shall have the right, upon reasonable written notice, to review records of awarded Vendors pertaining to purchases under any awarded Contract to verify purchase activity under the Contract, the accuracy of service fees payable by Vendor, or as otherwise reasonably necessary for the administration of the Contract or when required by law.

CONFIDENTIAL INFORMATION
Any information submitted by Proposer that Proposer considers to be confidential must be clearly identified as such on the Confidential/Proprietary Information Form.

ADDITIONAL INFORMATION: SOFTWARE AS A SERVICE (SaaS) AND MEMBER SOFTWARE AGREEMENT For purposes of this proposal invitation, Software as a Service (SaaS) shall be defined as a software application, web- based enterprise application, and/or cloud-based operations management software with a delivery model in which the software is licensed on a subscription basis and is centrally hosted by the software provider. It is the intent of this Proposal Invitation to solicit only products for which the SaaS product is offered as a standalone product. SaaS which is only offered by Vendor in conjunction with the sale of tangible equipment and/or products will not be considered for purposes of this proposal invitation.

A Cooperative member procuring SaaS and other products and services under any Contract awarded under this Proposal Invitation will likely negotiate and require Vendor to enter into a Member Software Agreement, as defined in the General Terms and Conditions, with additional terms that are specific to the Cooperative member’s software and service needs including, but not limited to, configuration, integration, data security and access, licensing requirements, maintenance, updates, and other requirements. As provided in more detail in the General Terms and Conditions, including Section D.4 (Applicable Terms and Conditions; Ancillary Agreements), any ancillary agreement, including Member Software Agreement, must be in writing, signed by a representative of the Cooperative member with all necessary authority to accept the agreement. In regard to any subscription agreements, license agreements, website terms and conditions, terms of use, privacy policies, or similar terms, Vendor must provide such terms to the Cooperative member in writing prior to purchase, and such terms (including any Vendor amendments thereto) shall only be effective and binding on the Cooperative member if specifically approved by the Cooperative member in writing, signed by an authorized representative of the Cooperative member. Such ancillary agreement(s) shall not be approved by the Cooperative at the Cooperative level.

AWARD AND EVALUATION
All information required by this Proposal Invitation, including catalogs/pricelists where required by the Proposal Specifications, must be submitted with the Proposal or your Proposal will be deemed nonresponsive. Responsive Proposals will be evaluated, and any Contracts will be awarded based on the evaluation and award criteria as set out in Section C.2 of the General Terms and Conditions determined to provide best value to Cooperative members.

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gl PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

COMPLIANCE WITH APPLICABLE LAWS
By submitting a Proposal, the Proposer certifies that Proposer has provided its valid, proper and correct business entity name and information in its Proposal, that such entity is operating in good standing with the proper authority from whatever state or local jurisdiction is required, and Proposer has obtained, and, if awarded, will continue to maintain during the entire term of this Contract, all permits, approvals, and/or licenses necessary for lawful performance of its obligations under this Contract. Proposer further certifies that, if awarded, Proposer will comply with all applicable state, federal, and local laws, rules, and regulations in regard to awarded products and/or services.

BUYBOARD WEBSITE AND TECHNICAL REQUIREMENTS
Information on awarded Contracts, including awarded products and services under this Proposal Invitation, will be available to Cooperative members on the online marketplace platform utilized by the Cooperative: the BuyBoard. Vendors should review and confirm Vendor’s ability to meet the BuyBoard Technical Requirements contained in Appendix I of this Proposal Invitation. The BuyBoard Technical Requirements may be updated from time to time as set forth in the General Terms and Conditions. To the extent a Vendor is awarded a Contract under this Proposal Invitation but is unable to meet the applicable BuyBoard Technical Requirements and provide the information in the format required by those requirements, Vendor acknowledges that the information available on the BuyBoard for Vendor’s awarded products or services may be limited. This may place Vendor at a disadvantage and impact the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services through the BuyBoard website.

To improve and enhance the experience of Cooperative members seeking to procure goods and services, the Cooperative may also, in its sole discretion, provide Vendors with an opportunity to have Vendor’s logo, product images, and similar brand and trademark information included in the BuyBoard online marketplace in relation to Awarded Items. Vendors shall review the BuyBoard Vendor Consent for Name Brand Use included with the Proposal Forms in this Proposal Invitation

PROFESSIONAL ENGINEERING AND OTHER PROFESSIONAL SERVICES EXCLUDED The scope of services in this Proposal Invitation and any resulting contract award do not include services that are required to be procured under the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), including without limitation architecture and professional engineering services.

DELIVERY RESPONSE
Unless otherwise noted in the Proposal (as a deviation) or the Purchase Order or Member Software Agreement, routine delivery response to a Cooperative member shall be within ten (10) business days after receipt of a Purchase Order, and delivery shall be made during the ordering Cooperative member’s normal business hours. Any Cooperative member may request emergency delivery. Awarded Vendors shall use their best efforts to comply with rush or emergency requests.

However, if the Vendor cannot fulfill the emergency delivery requirements, the Cooperative member may procure the products or services from alternative sources without penalty.

ADDITIONAL REQUIREMENTS FOR PURCHASES USiNG FEDERAL GRANT FUNDS (2 C.F.R 2(X) UniftxTn Guidarm/EDGAR) When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limIted to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR'). All Vendors submitting a Proposal must complete the EDGAR Vendor Certification Form contained in the Proposal Forms regarding their willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This information will not be used for evaluation purposes but General Information COMM/Svcs v.03.01.2021

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12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 ' buyboard.com will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract’s general terms and conditions, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

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12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com PROPOSER'S AccEPTANCE AND AGREEMENT
Proposal Invitation Name: Software as a Service
(SaaS), Cybersecurity Assessments, and Related
Products and Services
Proposal Due Date/Openinq Date and Time:

September 29, 2022, at 4:00 PM
Location of Proposal Openinq:

Texas Association of School Boards, Inc.

BuyBoard Department
12007 Research Blvd
Austin, TX 78759
Proposal Invitation Number: 692-23
Contract Term: April 1, 2023, through March 31,
2024, with two possible one-year renewals.

Anticipated Cooperative Board Meetinq Date:

February 2023
By sIgnature below, the undersigned acknowledges and agrees that you are authorIzed to submit this Proposal, IncludIng makIng all acknowledgements, consents, and certIfIcatIons hereIn, on behalf of Proposer and, to the best of your knowledge, the Information provIded is true, accurate, and complete.

Name of Proposing Company Date
Street Address Signature of Authorized Company Official City, State, Zip Printed Name of Authorized Company OfFicial Telephone Number of Authorized Company Official Position or Title of Authorized Company Official Fax Number of Authorized Company Official Federal ID Number

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12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com PROPOSAL FORMS PART 1: COMPLIANCE FORMS
INSTRUCTIONS:

Proposer must review and complete all forms in this Proposal Forms Part 1:
•Proposal Acknowledgements
Felony Conviction Disclosure
Resident/Nonresident Certification
Debarment Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Acknowledgement of BuyBoard Technical Requirements
Construction-Related Goods and Services Affirmation
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
Compliance Forms Signature Page
•
•
•
•
•
•
•
•
•
•
•
An authorized representative of Proposer must initial in the bottom right corner of each page where indicated and complete and sign the Compliance Forms Signature Page. Proposer's failure to fully complete, initial, and sign forms as required may result in your Proposal being rejected as non-responsive.

PROPOSAL ACKNOWLEDGEMENTS
The proposing company C'you" or "your’) hereby acknowledges and agrees as follows:

1.You have carefully examined and understand all information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Information, General Terms and Conditions, attachments/forms, appendices, item specifications, and line items (collectively "Requirements’);

2.By your response C’Proposal’) to this Proposal Invitation, you propose to supply the products or services submitted at the pricing quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal;

3.By your Proposal, you acknowledge and certify all items set forth in the General Terms and Conditions, Section B.12 (Certifications), including all non-collusion certifications and certifications regarding legal, ethical, and other matters set forth therein

4. Any and all deviations and exceptions to the Requirements have been noted in your Proposal on the required form and no others will be claimed;
Initial:

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el PURCHASIB6 COOP£RATIVt
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

5.If the Cooperative accepts any part of your Proposal and awards you a Contract, you will furnish all awarded products or services at the pricing quoted and in strict compliance with the Requirements (unless specific deviations or exceptions are noted on the required form and accepted by the Cooperative), including without limitation the Requirements related to
a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similarly situated customers in similar circumstances; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy-back contract by the National Purchasing Cooperative or nonprofit entity, in which event you will offer the awarded products and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your Contract;
You have clearly identified on the included form any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under the Texas Public Information Act or similar public information law;
The individual submitting this Proposal is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a form or Proposal document) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements; You have carefully reviewed your Proposal, and certify that all information provided is true, complete, and accurate to the best of your knowledge, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and
Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, will be grounds for disqualifying you from consideration for a contract award under this Proposal Invitation, termination of a contract award, or any other remedy or action provided for in the General Terms and Conditions or by law.

6. 7.

8. 9.

FELONY CONVICrION DISCLOSURE
Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony."
Section 44.034 further states in Subsection (b): "A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." Please check (V) one of the following:

UDn
My company is a publicly-held corporation. (Advance notice requirement does not apply to publicly-held corporation.) My company is not owned or operated by anyone who has been convicted of a felony.

My company is owned/operated by the following individual(s) who has/have been convicted of a felony:

Name of Felon(s):

Details of Conviction(s):

Initial:

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12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

RESIDENT/NONRESIDENT CERTIFICATION
Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a "resident" proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. A "nonresident" proposer is a person who is not a Texas resident. Please indicate the status of your company as a "resident" proposer or a ’'nonresident" proposer under these definitions.

Please check (V) one of the followinq :

D
H I certify that my company is a Resident Proposer.

I certify that my company is a Nonresident Proposer.

If your company is a Nonresident Proposer, you must provide the following information for your resident state (the state in which your company's principal place of business is located):

Company Name Address
City
A.

State Zip Code
Does your resident state require a proposer whose principal place of business is in Texas to under-price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract?[] Yes [] No B What is the prescribed amount or percentage?$or 0/0

DEBARMENT CERTIFICATION
By signature on the Compliance Forms Signature Page, 1 certify that neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension," as described in the Federal Register and Rules and Regulations.

VENDOR EMPLOYMENT CERTIFICATION
Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor’s ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas.

If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas? Please check (V) one of the following:
[] Yes [] No Initial:

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12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buVboard.com No BOYcorr VERIFICATION
A Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel and will not boycott Israel during the term of the contract (TEX. Gov'r CODE Ch. 2271), (2) does not boycott energy companies and will not boycott energy companies during the term of the contract (TEX. Gov'r CODE Ch. 2274 effective September 1, 2021), and (3) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association (TEX.

Gov'r CODE Ch. 2274 effective September 1, 2021). Accordingly, this certification form is included to the extent required by law
"Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifIcally with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. TEX. Gov'r CODE §808.001(1).
"Boycott energy company" means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A). TEX. Gov'r CODE g809.001(1) (effective September 1, 2021).
"Discriminate against a firearm entity or firearm trade association" means, (A) with respect to the entity or association, to:
(i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship:
(aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association’s status as a firearm entity or firearm trade association. TEX. Gov'r CODE §2274.001(3) (effective September 1, 2021)
By signature on the Compliance Forms Signature Page, to the extent applicable, I certify and verify that Vendor does not boycott Israel, boycott energy companies, or dtscriminate against a firearm entity or firearm trade association and will not do so during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification.

Initial:

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12007 Research Boulevard - Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com NO EXCLUDED NATION OR FOREIGN TERRORIgr ORGANIZATION CERTIFICATION Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code 99806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.)
By signature on the Compliance Forms Signature Page, 1 certify and verify that Vendor is not on the Texas Comptroller’s list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification
HISTORICALLY UNDERUTrLIZED BUSINESS CERTIFICATION
A Proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or '’MWBE" and all referred to in this form as a "HUB’) is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form. Please check (V) all that apply:
n I certify that my company has been certified as a HUB in the following categories:

Dn Minority Owned Business n Women Owned Business
Service-Disabled Veteran Owned Business (veteran defined by 38 U.S.C. §lO1(2), who has a service-connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 200/o or more as determined by the U. S. Department of Veterans Affairs or Department of Defense)
Certification Number:

Name of Certifying Agency:
n My company has NOT been certified as a HUB.

ACKNOWLEDGEMENT OF BUYBOARD TECHNICAL REQUIREMENTS
Vendor shall review the BuyBoard Technical Requirements included in this Proposal Invitation. By signature on the Compliance Forms Signature Page, the undersigned affirms that Proposer has obtained a copy of the BuyBoard Technical Requirements, has read and understands the requirements, and certifies that Vendor is able to meet and will comply with those requirements except as follows: [List and explain BuyBoard Technical Requirements, if any, to which your company cannQt or will WE comply.]
Note: in accordance with the General Terms and Conditions of the Contract. to the extent Vendor is awarded a Contract under this Proposal Invitation but is unable or unwilling to meet the applicable BuyBoard Technical Requirements, the information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website. Further, to the extent Vendor has acknowledged ability to meet and comply with the BuyBoard Technical Requirements, any subsequent failure or refusal by Vendor to promptly provide information upon request to the Cooperative administrator in accordance with those technical requirements may be deemed an event of default under the ConRad Initial:

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12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION
The Cooperative issued the BuyBoard Procurement and Construction-Related Goods and Services Advisory for Texas Members C'Advisory’), which provides information specifically relevant to the procurement of construction-related goods and services by Texas Cooperative members. The Advisory, available at buyboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that are potentially relevant to a Cooperative member's procurement of construction or construction-related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. Because many BuyBoard contracts include goods or installation services that might be considered construction-related, Proposer must make this Construction Related-Goods and Services Affirmation regardless of type of goods or services associated with this Proposal Invitation.

A contract awarded under this Proposal Invitation covers only the specific goods and/or services awarded by the Cooperative.

As explained in the Advisory C'Advisory’), Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This Proposal Invitation and any Contract awarded thereunder does not include such services. Architecture or engineering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy.

By signature on the Compliance Forms Signature Page, Proposer affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this afFirmation. If Proposer sells construction- related goods or services to a Cooperative member under a Contract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before accepting the member's Purchase Order or other agreement for construction-related goods or services
Initial:

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DEVIATION AND COMPLIANCE
If your company intends to deviate from the General Terms and Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form or an attachment to this form. Prior to completing this form, Vendor shall review the General Terms and Conditions section B.4 (Deviations from Item Specifications and General Terms and Conditions). Please note that, as provided in section B.4, certain provisions of the General Terms and Conditions are NOT subject to deviation, and certain deviations will be deemed rejected without further action by the Cooperative. Any attempted deviation, whether directly or indirectly, to provisions identified in this Proposal Invitation as not subject to deviation shall be deemed rejected by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor's Proposal being rejected in its entirety.

The Cooperative will consider any deviations in its contract award decision and reserves the right to accept or reject a proposal based upon any submitted deviation.

The Cooperative, by and through the Cooperative administrator, may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding any submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a Proposal based upon any submitted deviation.

Please check (V) one of the following :

U
H
No; Deviations
Yes; Deviations
List and fully explain any deviations you are submitting:

Initial:

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VENDOR CONSENT FOR NAME BRAND USE
BuyBoard members seeking to make purchases using a Contract awarded under this Proposal Invitation may view information regarding awarded Vendors, including but not limited to product catalogs, pricelists, pricing, and Proposals, through the BuyBoard website. To improve and enhance the experience of BuyBoard members seeking to procure goods and services under the Contract utilizing the BuyBoard website, any Vendor logo, product images, and similar brand and trademark information provided by Vendor for purposes of the Contract C'Vendor Information’) may be posted on the BuyBoard website.

You acknowledge that, by submitting your Proposal, unless you specifically opt out below, you consent to use of your company’s Vendor Information on the BuyBoard website if awarded a Contract. You further acknowledge that whether, where, and when to include the Vendor Information on the BuyBoard website shall be at the sole discretion of the BuyBoard Administrator. Vendor retains, however, the right of general quality control over the BuyBoard Administrator’s authorized display of proprietary Vendor Information. Neither the BuyBoard nor its administrator will be responsible for the use or distribution of Vendor Information by BuyBoard members or any other third party using the BuyBoard website. This Vendor Consent shall be effective for the full term of the Contract, including renewals, unless Vendor provides a signed, written notice revoking consent to [email protected]. BuyBoard shall have up to thirty days from the date of receipt of a termination or revocation of a Vendor Consent to remove Vendor information from the BuyBoard website.

Vendor logo files must be submitted in one of the formats set forth in the BuyBoard Technical Requirements. Proposers are requested to submit this information with Vendor's Proposal. (This consent shall not authorize use of your company's Vendor Information by BuyBoard if your company is not awarded a Contract.) OPT OUT:

If your company wishes to opt out of the Vendor Consent for Name Brand Use, you must check the opt out box below. DO NOT select thIs box unless your company is optIng out of thIs Vendor Consent for Name Brand Use. [] By checking this box, Vendor hereby declines to provide consent for use of Vendor Information (as defined herein) on the BuyBoard website. By opting out, Vendor acknowledges and agrees that, if Vendor is awarded a Contract under this Proposal Invitation, information available on the BuyBoard for Vendor's awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor's awarded products and services on the BuyBoard website.

Initial:

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PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

CONFIDENTIAL/ PROPRIETARY INFORMATION
A. Public Disclosure Laws
All Proposals, forms, documentation, catalogs, pricelists, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et seq.) or similar disclosure law. Proposer must clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer fails to properly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure law. When required by the Texas Public Information Act or other disclosure law, Proposer may be notified of any third-party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential.

Does your Proposal (including forms, documentation, catalogs, pricelists, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? a NO, 1 „,UN th,t ,,„ ,f th, i,f„m,ti,, i,d,d,d with thi, P„p„,I i, „„id„,d „,fid„ti,I „ p„p,i,t„y.

F] YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is==n=• aHn HH a a Hen a B n = specifically identified on this form.

Confidential / Proprietary Information:
(Attach additional sheets if needed.)
Initial:

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12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 ' buyboard.com B. Copyriqht Information
Does your Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) contain copyright information?
a
a
NO/ Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) does not contain copyright information.

YES/ Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) does contain copyright information.

If you responded "YES", clearly identify below the specific documents or pages containing copyright information.

Copyright Information :
(Attach additional sheets if needed.)
C. Consent to Release Confidential/Proprietary/Copyright Information to BuyBoard Members BuyBoard members (Cooperative and nonprofit members) seeking to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you identified information on this form as confidential, proprietary, or subject to copyright, and you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such information to BuyBoard members, including posting of such information on the secure BuyBoard website for members. Note: Neither the Cooperative nor Cooperative administrator will be responsible for the use or distribution of information by BuyBoard members or any other party.

D. Consent to Release Proposal Tabulation
Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publicly release, including posting on the public BuyBoard website, a copy of the proposal tabulation and award information for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non-award information.

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EDGAR VENDOR CERTIFICATION
(2 CFR Part 200 and Appendix II)
When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR’). All Vendors submitting a Proposal must complete this EDGAR Certification Form regarding Vendor’s willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. Completed forms will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the terms and conditions of the BuyBoard contract, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

For each of the items below, Vendor should certIfy Vendor's agreement and ability to comply, where appIIcable, by having Vendor's authorized representatIve check the applicable boxes, InItial each page, and sIgn the Compliance Forms SIgnature Page. 1f you faII to complete any item in thIs form, the CooperatIve wIll consIder and may IIst the Vendor’s response on the BuyBoard as -NO,- the Vendor is unable or unwIlling to comply. A "NO“ response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds.

1. Vendor Violation or Breach of Contract Terms:

Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions, as well as any additional terms and conditions in any Purchase Order or Cooperative member ancillary contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms.
[] YES, I agree.[] NO, 1 do not agree.

2. Termination for Cause or Convenience:

For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the following term and condition shall apply:

The Cooperative member may terminate or cancel any Purchase Order under this Contract at any bme, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendor’s return policy. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s).

If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basis for settlement, is included in the Cooperative member’s Purchase Order or ancillary agreement agreed to by the Vendor, the Cooperative member’s provision shall control. [] YES, I agree.[] NO, 1 do not agree.Initial:

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3. Equal Employment Opportunity:

Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR 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 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. [] YES, I agree.[] NO, 1 do not agree.

4. Davis-Bacon Act:

When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis-Bacon Act (40 USC 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’). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week.

Current prevailing wage determinations issued by the Department of Labor are available at beta.sam.gov, Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor’s acceptance of the wage determination.

Vendor further agrees that it shall also comply with the Copeland "Anti-Kickback" Act (40 USC 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’). 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. [] YES, I agree.[] NO, 1 do not agree.

5. Contract Work Hours and Safety Standards Act:

Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is 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.

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6. Right to Inventions Made Under a Contract or Agreement:

If the Cooperative member’s Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR 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 the awarding agency.

Vendor agrees to comply with the above requirements when applicable. [] YES, I agree.[] NO, 1 do not agree.

7. Clean Air Act and Federal Water Pollution Control Act:

Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), 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 USC 7401-7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act.
[] YES, I agree.[] NO, 1 do not agree.

8. Debarment and Suspension:

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 OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions 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.

9. Byrd Anti-Lobbying Amendment:

Byrd Anti-Lobbying Amendment (31 USC 1352) - Vendors that apply or bid for an award exceeding $100,000 must 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 USC 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 non-Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).
[] YES, I agree.[] NO, 1 do not agree.

Initial:

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PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

10. Procurement of Recovered Materials:

For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications as a Cooperative member may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR 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 during 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.
[] YES, I agree. a NO, 1 do not agree.

11. Domestic Preferences for Procurements:

Where appropriate and consistent with law, 2 CFR §200.322 contains certain considerations for domestic preferences for procurements which may be applicable to Cooperative members using federal funds. When required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member regarding Vendor’s products, including whether goods, products, or materials are produced in the United States. [] YES, I agree. a NO, 1 do not agree.

12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment 2 CFR §200.216 prohibits expending federal loan or grant funds to procure or obtain certain telecommunications and video surveillance services or equipment. To the extent applicable and when required by a Cooperative member, Vendor agrees to provide such information or certificatIon as may reasonably be requested by the Cooperative member to confirm whether any telecommunications or video surveillance services or equipment provided by Vendor is covered equipment or covered services under 2 CFR 9200.216.
[] YES, I agree. a NO, 1 do not agree.

13. Profit as a Separate Element of Price:

14. General Compliance and Cooperation with Cooperative Members:

Initial :

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COMPLIANCE FORMS SIGNATURE PAGE
By initialing pages and by signature below, I certify that I have reviewed the following forms; that the information provided therein is true, complete, and accurate; and that I am authorized by my company to make all certifications, consents, acknowledgements, and agreements contained herein :
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Proposal Acknowledgements
Felony Conviction Disclosure
Debarment Certification
Resident/Nonresident Certification
Vendor Employment Certification
No Boycott Verification
No Excluded Nation or Foreign Terrorist Organization Certification Historically Underutilized Business Certification
Construction-Related Goods and Services Affirmation
Acknowledgement of BuyBoard Technical Requirements
Deviation and Compliance
Vendor Consent for Name Brand Use
Confidential/Proprietary Information
EDGAR Vendor Certification
Company Name
Signature of Authorized Company Official
Printed Name and Title
Date

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6) PURCHASING COOPERATIVE
12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS
INSTRUCTIONS:

Proposer must completely and accurately provide all information requested in the following Vendor Information Forms or your Proposal may be rejected as non-responsive:
•
•
•
•
•
•
Vendor Business Name
Vendor Contact Information
Federal and State/Purchasing Cooperative
Experience
Governmental References
Company Profile
Texas Regional Service Designation
State Service Designation
•
•
•
•
•
National Purchasing Cooperative Vendor Award
Agreement (Vendors serving outside Texas only)
Local/Authorized Seller Listings
Manufacturer Dealer Designation
Proposal Invitation Questionnaire
Vendor Request to Self-Report BuyBoard
Purchases (Optional)
To the extent any information requested is not applicable to your company, you must so indicate on the form.

Name ofProposinq ComPanY: ClearGovl Inc.
(List the legal name of the company seeking to contract with the Cooperative. Do W Ust an assumed name, dba, aka, etc. here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entities, even if affiliated entities, which propose to provide goods or services separately must submit their own Proposals.)
Please check (V) one of the following:

Type of Business: D Individual/Sole Proprietor [] Corporation [] Limited Liability Company [] Partnership [] Other (Specify:

State of Incorporation (if ,ppl„,bl,): Delaware
Federal EmploYer Identification Number: 4 /-5205 /93
(Vendor must include a completed IRS W-9 form with their Proposal) Name by which Vendor, if awarded, wishes to be identified on the BuyBoard : (Note: if different than the Name of Proposing Company listed above, only valid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name Certificate(s), if applicable, must be attached.)

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VENDOR CONTACT INFORMATION
Vendor shall provIde the requested Vendor Contact InformatIon in the electronIc proposal submIssIon system IncludIng contract, purchase order, RFQ, and InvoIce contacts (or, if submIttIng a hard copy Proposal, tImely 'uest and complete the Vendor Contact InformatIon form in accordance wIth the InstructIons to Proposers.

FEDERALANDSIATE/PURCHASING COOPERATIVE EXPERIENCE
The Cooperative strives to provide Cooperative members with the best services and products at the best prices available from Vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions.

1.Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $675,000 . (The period of the 12-month period is 10/01/2021 /09/30/2022 ). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s).

GROUP

URCHASING

CURRENT
VENDOR?
(Y/N)
FORMER VENDOR (Y/N)?
IF YES. Lirr YEARS

AS VENDOR
AWAR

RY(IES)
DED
coMMODrrY
0 lgBIBMIMeraMMMHBn[:aHI N
N
N
N
N
N
N
Y
Y
N
N
N
N
N
N

2. T-PASS (State of Texas)

3. OMNIA Partners

4. Sourcewell (NJPA)
5, E&I Cooperative

6. Houston-Galveston Area Council (HGAC)

7. Choice Partners

8. The Interlocal Purchasing System (TIPS)SaaS
SaaS9. Other
[] MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS.

Current Discount (o/o): 50/8 Proposed Discount (o/o): OO/8 Explanation : C['’'G'” d'”= -'t '#'’ di=“""t; th“"’gh ;''Y “h'' p’'’"’''’"'" ’gg”g-''= ;-d h’"' ’'';d' ' ;t';'gi';d"';''’- t' -""' ; ;t;-d“d -' ';'d f'" ;11 "”--"”'

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Quantity/
Entity Name Contact Phone# Email Address Discount Volume 1 Harlingen, TX; Sanjuana Garcia; 956-216-5059; [email protected]; O%; 1 , Pflugerville, TX; Christin Lindsey; 512-990-6100; [email protected]; O%; 1 , Altus, OK; Jan Neufeld; 580-481-2210; [email protected]; O%; 1 , Cass County, MO; Jeremy Benson; 816-380-8169; [email protected]; O%; 1 , Ocoee, FL; Rebecca Roberts; 407-905-3100; [email protected]; O%; 1 Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower pricing) than indicated? YES [] NO [] if YES, please explain:

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’Board'

PURCHASING COOPERATIVE
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • buyboard.com

TEXAS REGIONAL SERVICE DESIGNATION
ThIs form must be completed in the electronIc proposal submIssIon system a CODIt complete 'eItIL DOCaDa
The Cooperative (referred to as "Texas Cooperative" in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. In the electronic proposal submission system, you must indicate if you will service Texas Cooperative members statewide or, if you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service. If you propose to serve different regions for different products or services included in your Proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) By desIgnatIng a regIon or regIons, you are certIfyIng that you are authorIzed and wIlIIng to provIde the proposed products and servIces in those regIons. DesIgnating regIons in whIch you are eIther unable or unwIlIIng to provIde the specKled products and servIces shall be grounds for eIther rejectIon of your Proposal or, if awarded, termInatIon of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on the form in the electronic proposal submission system.

Regional EducatIon Service Centers
Region and Headquarters
1 Edinburg
2 Corpus Christi
3 Victoria
4 Houston
5 Beaumont
6 Huntsville
7 Kilgore
8 Mount Pleasant
9 Wichita Falls
10 Richardson
11 Fort Worth
12 Waco
13 Austin
Abilene14
15 San Angelo
Amarillo
Lubbock
Midland
16 17
18 19 El Paso
20 San Antonio

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STATE SERVICE DESIGNATION
Id in theThis form must be \Ic proposal submission system Lo the,le or\and
IIII,
ODOse
As set forth in the Proposal Invitation, it is the Cooperative’s intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy- back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete the State Service Designation information in the electronic proposal submission system. (Note: if you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) in addItion to thIs form, to be consIdered for a pIggy-back award by the NatIonal PurchasIng Cooperative, you must have an authorIzed representatIve sIgn the NatIonal PurchasIng Cooperative Vendor Award Agreement that follows thIs page.

If you serve different states for different products or services included in your Proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date. ) By designatIng a state or states, you are certIfyIng that you are authorized and wIlIIng to provIde the proposed products and services in those states. DesIgnating states in whIch you are eIther unable or unwIlIIng to provIde the specIfIed products and servIces shall be grounds for eIther rejectIon of your Proposal or, if awarded, termInatIon of your Contract. • I will service all states in the United States
• I will not service all states in the United States.

Alabama
Alaska
Arizona
Arkansas
California (Public Contract Code 20118 & 20652)
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

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By signing this form, Proposer (referred to in this Agreement as "Vendor") agrees as follows:

1. Vendor acknowledges that if The Local Government Purchasing Cooperative C'Texas Cooperative’) awards Vendor a contract under this Proposal Invitation ("Underlying Award’), the National Purchasing Cooperative C'National Cooperative") may - but is not required to - "piggy-back" on or re-award all or a portion of that Underlying Award G'Ptggy-Back Award').

By signing this National Cooperative Vendor Award Agreement C'Agreement'), Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein.

2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator C'BuyBoard Administrator’) will notify Vendor in writing of such Piggy-Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing.

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7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria, Virginia.

WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement.

Name of Vendor Proposal Invitation Number
Signature of Authorized Company Officia Printed Name of Authorized Company Official Date

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If you are a product manufacturer and wIsh to desIgnate DesIgnated Dealers as defined in the General Terms and CondItIons to receIve CooperatIve member Purchase Orders on your behalf, you must complete the Manufacturer DesIgnated Dealer form.

Location/Authorized
Seller Name Contact Person
Contact Information
(Mailing Address, Phone, Fax, Email
Not Applicable

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MANUFACTURER DEALER DESIGNATION
If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers C'Designated Dealers') to receive Cooperative member Purchase Orders on Vendor’s behalf, you must complete this form for each dealer you wish to designate.

Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor’s convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor’s Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor's Contract for nonpayment of service fees.

Not Applicable
Designated Dealer Name Designated Dealer Contact Person Designated Dealer Address
City State Zip
Phone Number Fax Number
Email address Designated Dealer Tax ID Number* (+attach W-9)

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PROPOSAL INVITATION QUESTIONNAIRE
Ure Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services C'Work’) under the BuyBoard contract contemplated by this Proposal Invitation C'Contract’). Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire and submit in one document with your Proposal. You must submit the questionnaire and responses with your Proposal or the Proposal will not be considered.

2. Describe the resources Proposer has to manage stafF and successfully perform the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract.

ClearGov currently provides software solutions to over 700 local government customers across 47 different states. ClearGov has a dedicated staff of Client Success managers who support our customers.

3. Marketinq Strateqy: For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal . (Example: Explain how your company will initially inform Cooperative members of your BuyBoard Contract, and how you will continue to support the BuyBoard for the duration of the Contract term. ) Attach additional pages if necessary.

The bulk of ClearGov's client/prospect interactions are directly between customers and our sales executives. We have instructed our sales team to present BuyBoard as the first and preferred option if a customer wishes to contract through a procurement BuyBoard community. Finally, we will continue to include BuyBoard on the Partner Page of our ClearGov Website.

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4. Describe Proposer’s financial capability to perform the Contract. State or describe the firm's financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm’s past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm.

ClearGov is financially solvent and rapidly growing; None of the firm's past or present owners, principal shareholders, or officers have filed for bankruptcy, receivership or insolvency.

None

6. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, failure to complete or deliver the work, or termination.

None

7.List all litigation or other legal proceedings (including arbitration proceedings), if any, in the last 10 years brought against your firm, or any of the firm's past or present owners, principal shareholders or stockholders, officers, agents or employees, that relate to or arise from a contract similar to this Contract or the Work contemplated under this Contract.

Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status.

None

Page 37 of 75 ends

Downey City CouncilNovember 28, 2023

Downey City Council
November 28, 2023