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ATT 3 - Sourcewell Cooperative Contract 090320-SDI

Murrieta City Council
April 2, 2024

Document
ATT 3 - Sourcewell Cooperative Contract 090320-SDI
Meeting
April 2, 2024
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Murrieta City Council
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1
Original file
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Text extracted from the city's file for reading and search. Open the original on murrieta.legistar1.com. That file is the official record.

DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 090320-SDI
Sourcewell!
Solicitation Number: RFP #090320

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Dude Solutions, Inc., 11000 Regency Pkwy. #110, Cary, NC 27518 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires November 2, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new/current model. Vendor • may offer close-out or refurbished Equipment or Products if they are clearly indicated in Rev. 2/2020 1
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Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

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Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

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A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government- owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

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B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity's order.

D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.

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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:
• Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address;
• Customer City;
• Customer State/Province;
• Customer Zip Code;
• Customer Contact Name;
• Customer Contact Email Address;
• Customer Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter.

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Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused Rev. 2/2020 7
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by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

14. INDEMNIFICATION
As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and Rev. 2/2020 8
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promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's Trademarks only in good faith and in a dignified manner consistent with such party's use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

16. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

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17. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

18. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

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Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.

20. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers' Compensation and Employer's Liability.

Workers' Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ('ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit
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4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 - annual aggregate

6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data - including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days' prior written notice to the Vendor.

Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

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C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).

F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to Sourcewell's approval.

21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs Rev. 2/2020 13
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operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Rev. 2/2020 14
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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. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is 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 U.S.C. § 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. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 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 of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 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 certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671g) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

Rev. 2/2020 15
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F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 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 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 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. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must 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. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right Rev. 2/2020 16
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also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 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.

24. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Dude Solutions, Inc.
- DocuSigned by: -DocuSigned by:

By: Jeremy Schwarts By: Brian Benfer
Jeremy Schwartz
Title: Director of Operations & Title: SVP of Sales
Procurement/CPO
Date: 11/6/2020 | 10:31 AM CST
Date: 10/27/2020 | 11:52 AM CDT
Approved:
•DocuSigned by:

By: Chad Coamette
1288F817A64CC
had Coauett
Title: Executive Director/CEO
11/6/2020 | 10:35 AM CST
Date:

Rev. 2/2020 17
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD RFP 090320 - Public Sector and Education Administration Software Solutions with Related Services
Vendor Details
Company Name: Dude Solutions
Does your company conduct
business under any other name? If North Carolina
yes, please state:
11000 Regency Pkwy
Address: #110
Cary, NC 27518
Contact: Melissa Buchanan
Email: [email protected]
Phone: 877-655-3833
HST#: 56-2174429
Submission Details
Created On: Tuesday July 21, 2020 08:36:17
Submitted On: Thursday September 03, 2020 10:10:22
Submitted By: Kathryn Bennett
Email: [email protected]
Transaction #: 8a7239b5-02fa-4203-b5f1-1fc39aafc238
Submitter's IP Address: 73.153.115.208
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Specifications
Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark "NA" if the question does not apply to you (preferably with an explanation).

Line Question Response
Item
Proposer Legal Name (and Dude Solutions, Inc.
applicable d/b/a, if any):
2 Proposer Address: 11000 Regency Pkwy #110
Cary, NC 27518
Proposer website address: https://www.dudesolutions.com/ Proposer's Authorized
Representative (name, title
ddress, email address & phone
(The representative must have (877) 655-3833
authority to sign the "Proposer's [email protected] Assurance of Compliance" on
behalf of the Proposer and, in the
event of award, will be expected
to execute the resulting contract):
5 Proposer's primary contact for this Brian Benfer, SVP of Sales proposal (name, title, address, 11000 Regency Pkwy #110 email address & phone): Cary, NC 27518
(877) 655-3833
[email protected]
6 Proposer's other contacts for this Kelly Caputo, General Counsel proposal, if any (name, title, 11000 Regency Pkwy #110
address, email address & phone): Cary, NC 27518
919) 459-3163
[email protected]
Table 2: Company Information and Financial Strength
Line
Question Response *
Item
7 Provide a brief history of your company.
including your company's core values,
business philosophy, and industry longevity
related to the requested equipment, products
or services.

Company Facts
No 21 tons: Headquarters located at 11000 Regency Parkway. Sie 110, Cary.

Phone number: 1-877-655-DUDE (3833)
Employees: As of May 2020, we have 520+ employees
Fate or acorporation Delave city dude
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD What are your company's expectations in the Dude Solutions intends to continue to closely support participating entities that are event of an award? already using our products. Our Legendary Support Team and robust customer service organization will provide Sourcewell's participating entities with the produc formation and new services they need to keep their operations optimize Sain our one are is orated spanies rose of participating entities,, 9 Demonstrate your financial strength and Please refer to the attached financial disclosure form in the bid attachments section. tability with meaningful data. This coul
nclude such items as financial statements
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.

Jpload supporting documents (as applicable
in the document upload section of your
response.
10 What is your US market share for the In 2019, Dude Solutions surpassed $100 million in annual revenue. solutions that you are proposing?
Dude Solutions more than 12,000 clients and more than 800,000 active users span Federal, DoD, State agencies, local government organizations, and commercia entities.
11 What is your Canadian market share for the Dude Solutions currently supports more than 550 clients across education, solutions that you are proposing? manufacturing, government and healthcare industries throughout Canada 12 Has pity reson i o, explan in detail. No.
13 How is your organization best described: is it ) Dude Solutions will primarily use our own employees to implement the softwar a manufacturer, a distributor/dealer/reseller, or ve provide. Dude employees are responsible for training, onsite consultation an a service provider? Answer whichever ongoing client support. Our sales and service force is primarily employed by Dude question (either a) or b) just below) best Solutions.
applies to your organization.
a) If your company is best described as a
distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If DSI leverages the below evaluation criteria when considering a subcontractor:
applicable, is your dealer network
independent or company owned? Markets Served - Must align to DSI Markets (Education, Government, Healthcare or b) If your company is best described as a Manufacturing) manufacturer or service provider, describe Years in Business/Market - Must show a consistent track record in the market your relationship with your sales and service Geographical Areas Served - Must have regional or national footprint force and with your dealer network in Number of Employees - Must have available resources to staff appropriately delivering the products and services proposed
in this RFP. Are these individuals your profitability
employees, or the employees of a third party? Subject Matter Expertise - Must provide industry knowledge and subject matter expertise
Added Value Services Provided - Must provide a service that would be a value to DSI client base
References - Must have quality references
(sua sultactor, the suses attor must meane too in to approval of a DSI Minimum Insurance Requirements
DSI Payment Terms
To become a DS authorized Service Provider, Vendors have to have an active master service agreement in place with the DSI. Agreement is needed to by our Executive Leadership team.

Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 14 Dude Solutions has not identified any professional licenses that are required to be Id by the organization in pursuit of the business contemplated by the RFP. V uld like to describe the licenses and certifications related to our data stora Data storage certification and licensure
ude Solutions performs annual HIPAA and PCI Data Security Standar ssessments. Dude Solutions is EU-US Privacy Shield registere 15 Provide all "Suspension or Debarment" Dude Solutions, Inc. has no past or present litigation, suspension or debarment. information that has applied to your
organization during the past ten years
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Table 3: Industry Recognition & Marketplace Success
Line Question Response *
Item
16 In addition to recognition received for our rapid revenue and employee growth-and Dengine any at tear indeny are every
n the past five year:

Several of them are documented below:

Automation World online published an article based on Pepsi Bottling Venture's 1FM Magazine published an article on our CMMS solutions for hospitals featurin! TheWorxHub product. June 2017
GovTech.com ran an article from the perspective of our client, Spalding County, GA in its online outlet: Govemment Technology. June 2017
featured a Dude Solutions' case study with NorthRidge
seniorhousingnews.com.

Dude Solutions' other awards include:

Finalist in the Software category for the 2019 NC TECH Awards, North Carolina's annual statewide awards program recognizing innovation, growth and leadership in the tech sector
113 on the 2029 MC Mie Campa Fies in or arond based on revenue in list.

Won the Triangle Business Journal Leaders in Diversity Award, recognizing companies that have shown an exceptional commitment to promoting practices that advance diversity in the workplace and in business leadership. A nod to the fand finalyone or dir producer The or do to meet An on the Smart Buildings/loT/Software category
17 What percentage of your sales are to the ude Solutions maintains approximately 1,500 govemment clients. Government sale governmental sector in the past three years ave made up the following percentages of our annual revenu Year Percentage of Revenue
2018 19%
2019 21%
2020 27%
18 What percentage of your sales are to the Dude Solutions maintains approximately 5,800 education clients. Education sales education sector in the past three years have made up the following percentages of our annual revenue Year Percentage of Revenue
2018 59%
2019 57%
2020 53%
19 List any state, provincial, or cooperative Dude Solutions participates in AEPA, Omnia and Mohave cooperative purchasing purchasing contracts that you hold. What is agreements. le annual sales volume for each of thes
ontracts over the past three years We are happy to provide more information about the sales volumes of thes ontracts with the completion of an NDA
20 None
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Table 4: References/Testimonials
Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities.

Entity Name* Contact Name* Phone Number*
City of London, Ontario, Canada Khaled Shahata (519) 661-2500 x7011 Westem Washington University Scott Dorough (360) 650-2412 City of Mount Vernon, Washington Chris Phillips (360) 336-6214 Elk Grove Unified School District Chris Bohrer (916) 686-7745 Teton County, Wyoming Paul Cote /(307) 699-3496
Table 5: Top Five Government or Education Customers
Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the projects), size of transaction(s), and dolla volumes from the past three years.

Entity Name Entity Type * State / Scope of Work* Size of Transactions * Years Volume Past Three Province *
Stockton Education California - CA Project Services - Facility ude Solutions does no Dude Solutions does no Unified School Conditions Assessment & PM isclose the size disclose the size o District Schedule Creation transactions for individual reactions for individual clients.

Austin ISD Education Texas - TX Project Services - Facility Dude Solutions does not Dude Solutions does not Condition Assessment disclose the size of disclose the size of transactions for individua
clients
Delaware Govemment Delaware - DE Project Services - Facility Dude Solutions does not Dude Solutions does not Office of Conditions Assessment & PM disclose the size of disclose the size of Management Schedule Creation transactions for individual transactions for individual and Budget - clients. clients.

Pacites
Management
Baltimore City Education Maryland - MD Project Services - Facility Dude Solutions does not Dude Solutions does not Public Schools Conditions Assessment & PM disclose the size of disclose the size of Schedule Creation transactions for individual transactions for individual clients. clients.

Palm Springs Education California - CA Project Services - Facility disco se the see or not Unified School Conditions Assessment & PM
District Schedule Creation cieniactions for individual
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.

Line Question Response
Item
23 Sales force. The estimated number of employees in the major sales-related departments follows.

Please note that not all employees are represented in this list Total Employees 520
Sales 145
Marketing 18
24 Dealer network or other distribution methods. At this time, Dude Solutions offers cloud-based software that does not require a dealer or distribution network; these functions are performed internally Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 25 Service force. otal Employee 520
lient Service
Accounting/Hr/Legal/Biz Ops/Other Support 57
26 Describe in detail the process anc For almost two decades, Dude Solutions has strived to be a leader in both Software procedure of your customer service as-a-Service enterprise operations management systems and in client satisfaction. We program, if applicable. Include your work hand in hand with our clients every day to help them achieve their goals anc response-time capabilities and create the best work of their lives. Our commitment is shown by the numbers commitments, as well as any incentives that
elp your providers meet your statec
ervice goals or promises
Target, IBM and more
Customer Support
From the moment you start as a client, you'll have a dedicated representative there to help you every step of the way. And, that support doesn't stop when implementation is complete. As a Dude client, you will receive unlimited training and technical suppor or the duration of your subscription term
Your primary support will come directly from our headquarters in Cary, North Carolina. within two hours. And, there are never any additional charges or support contracts nvolved. Whether you have technical questions, need advice, need to get a new hire trained, or need to quickly run a report before your upcoming board meeting, help is only a call, e-mail or chat away.

Lifetime support for all active product subscriptions includes:
lEe telephone support by diling (877) 055-3833, Monday to Friday 8:00 AM - 6 Reach us instantly through our software with live chat during business hours Best practices webinars and podcasts which share new trends, popular reports, and tips
Training review webcasts are a great resource for clients who need a refresher after their initial training, or for new employees that could benefit from a training session DSI shall use commercially reasonable efforts to make the Service available 99.9% for each full calendar month during the Term, determined on a twenty-four(24) hours a day, seven (7) days a week basis (the "Service Standard"). Service availability for access and use by Subscriber(s) excludes unavailability when due to: (a) any access to or use of the Service by Subscriber or any Account User that does not strictly comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber's delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Subscriber's or its Account User's nternet connectivity: (d) any Force Maieure Event: (e) any failure. interruption, outage. or other problem with Internet service or Non-DS Service; (f) Scheduled Downtime; or "Scheduled Downtime" means, with respect to any applicable To the extent reasonably practicable, DSI shall
give at least eight (8) hours prior electronic notice of Service maintenance events anc schedule outside the business hours of 6:00 AM - 10:00 PM EST DSI shall use reasonable efforts to ensure the availability of the API in accordance with the service levels described in Section 3.3(a). Notwithstanding the foregoing, DSI does not guarantee any required uptime, performance, or integrity of any product, application or service that integrates with and/or otherwise utilizes the API (including, without limitation, any such product, application or service developed by Subscriber). or the API Of the failure of the A l to perim in acco ance with is speciation ity subscriber shall not represent to any Third Party any availability or performance level Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 27 Identify your ability and willingness to Dude Solutions is willing and able to provide products and services to all Sourcewell provide your products and services to participating entities in the United States.

Sourcewell participating entities in the
Jnited States r team completes implementation for more than 500 clients and 2,000 produ nually. Our 500-person global team supports more than 12.000 clients. Our capac quickly respond to Sourcewell members needs is more than adequate, thanks ur Agile approach to development and implementatio
MATER
28 Identify your ability and willingness to Dude Solutions maintains an office in Toronto, Ontario and provides services to more provide your products and services to than 500 Canadian clients. Data storage for Dude Solutions products is hosted in the Sourcewell participating entities in Canada. United States and complies with applicable security laws for government agencies in Canada and abroad.

Dude Solutions provides software to clients in the United States and nine other countries around the world. We are fully capable of executing contracts and providing services for Canadian entities within both govemment and education sectors. 29 Dude Solutions does not have geographic limitations that would prevent us fron 30 Dude Solutions will participate in all entity sectors, including government, education and 31 restricions that we do tract re urements or Nely Duress stems in in an i ere acesat would allow us to restrictions that would apply to our
ad in Us Terine in Hawaii and Alaska
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Table 7: Marketing Plan
Line Question
Item Response *
32 Describe your marketing strategy for When a DudeSolutions account executive identifies a client or prospect that is considering promoting this contract opportunity. a solution and also mentions they are planning to use an RFP process, the employee will Upload representative samples of your introduce Sourcewell as an option that would be of benefit to the client and/or prospect. marketing materials (if applicable) in This happens in highly customized, one-to-one conversation between the prospect/client and the document upload section of your the DudeSolutions employee. Because most of our clients and prospects are already response. Sourcewell members, we primarily need to remind them of the benefit that Sourcewell provides at the right point in their buying process.

Dude Solutions intends to provide a website section dedicated to our valued cooperative purchasing partners, along with co-branding that will clearly identify Sourcewell as a procurement mechanism. Further, our marketing team is providing opportunities for Sourcewell to directly reach potential clients through event sponsorship and access at Dude University. Collateral provided at Dude U, our annual user conference, will route prospects toward Sourcewell as a purchasing platform.
33 Describe your use of technology and Dude Solutions uses a business intelligence tool called Qlik to power our marketing digital data (e.g., social media, insights across channels and programs to best understand what is working most effectively metadata usage) to enhance in our strategy, programs, and mix. Qlik pulls data from SalesForce, Marketo and Google marketing effectiveness. nayrics consolidates and allows a wide range of analytics across the prospect and client This information allows us to make smart adjustments in our programs and approach.
34 in your view, what is Sourcewell's role Dude Solutions would expect that Sourcewell will continue to represent our product lines, in promoting contracts arising out of aligned to support the Public Sector and Education Administration Software Solutions with this RFP? How will you integrate a Related Services contract, as well as update their website with our marketing collateral, Sourcewell-awarded contract into your sponsor Dude University 2021 and potentially help us drive acquisition to events that we sales process? host, reaching thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada who are potential clients.

Dude Solutions will continue to educate our national education and government vertical sales teams on the awarded contract (supporting contract documents, 60K member base, etc.) and continued education and value proposition using their contract offers to our entire We will be creating a landing page on our website to represent our partnerships, to include contracts awarded, and Sourcewell will have a microsite dedicated to the contract (and all supporting documents and a link back to your landing page). We will also plan to support/sponsor your annual event, H20, in 2021. 35 Are your products or services Dude Solutions does not currently offer our products and services through an eCommerce available through an e-procurement and/or online purchasing platform. ordering process? If so, describe your
e-procurement system and how
govemmental and educational
customers have used it.

Table 8: Value-Added Attributes
Line
Item Question Response *
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 36 Describe any product, equipment, Dude Solutions has a set methodology which is being used in thousands of organizations. maintenance, or operator training We have developed a system that is easy to use and cost-effective. Topics we will cover programs that you offer to sted finalege for the fransion from rie curora system to the proposed son and a step by Sourcewell participating entities.

Include details, such as whether
training is standard or optional, raining is standard and included in the annual cost of our software, with the exception of who provides training, and any ur Professional Service Packages. These packages offer more in-depth training and custor costs that apply. classroom topics that may fall outside the scope of a traditional learning path. Training is ailored to each customer based on their system configuration. Standard training is also unlimited for our valued clients.

Our internal client support and implementation team members provide training. We do not outsource this service.

Dude Solutions utilizes a web-conferencing application allowing us to share desktops and view the same information between parties. Because all of Dude Solutions' odules/applications are totally on-demand, we are able to view the same intormation t ent sees simultaneously. Dude Solutions has several approaches to training that ultimate are determined by the client.
ude Solutions provides virtual classroom training sessions as well as individual session:
lients can utilize a "train the trainer" approach. This includes training both durin mplementation as well as any ongoing training after your product goes live. We have th ollowing primary mediums for deliverina training
Virtual Classroom Training
This method is conducted via internet and teleconferencing mediums. This allows you to go at your own pace through the implementation joume
rept up to date on our help site You will also benefit from building your industry network rading is an usilmied res urce for a cies in these one to many training sessions. Vitua Online Help Content
It is also a great place to check for regular product enhancements If purchased, Dude Solutions will provide remote consultation for your organization to help 37 Describe any technological Dude Solutions is a leading provider of software-as-a-service (SaaS) solutions. Our softwar advances that your proposed suite is 100% cloud-based and includes products for products or services offer.

Community Development
Work & Asset Management
(availability depends upon products purchased):

Onsite training programs
asser Essentialis
Capital Forecasting and Predictor
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Dude Solutions offers two capital planning systems for our valued public-sector clients:

Capital Forecasting and Predictor. Both are integrated with our flagship platform, Asset Essentials, offering robust reporting and predictive tools for our clients' future growth.

Clients level the spikes in their budgets, prevent financial surprises and justify requests for resources, all from a central solution. Use your insights to create more visibility into the work that matters and steer your team toward the work that will make the most impact. Our user- friendly interface helps clients create the most precise projections for today, tomorrow and decades in the future.
-or clients that need even more robust capital forecasting capabilities, the Predictor Platfor rings unparalleled power in life-cycle modelling, enabling teams to tell the story of the Energy Manager
Educational institutions, governments and not-for-profits often find that utilities drain resources.

Utility costs are often the most overlooked as a source of cost savings. Enter Dude Solutions' Energy Manager, a new way to approach energy consumption, clarity and control Smart ov
Dude Solutions SmartGov™ lets clients manage all of their essential processes tied to permitting, licensing, inspections and code enforcement in a single web-based system that i nosted in the Amazon Web Services (AWS) cloud
SmartGov improves back-office efficiency while increasing citizen engagement, both of which drive business revenue.

Event Manager
Integrated Suite
222222
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 38 Describe any "green" initiative Dude Solutions can provide support for sustainability initiatives through a lower-impact nat relate to your company or t implementation protocol. Our systems traditionally use paperless technology to prevent waste. nude a list or he ces, an
Additionally, employees at The Dude are encouraged to consider the environmental impacts of their travel arrangements for any onsite services.
-inally, The Dude offers solutions that are, at their core, designed to improve the social anc economic vitality of your community by maximizing the value of each taxpaver's contribution elecas that an organiza ion dese es for management and repring in inera le susanabe 39 Identify any third-party issued eco- As a SaaS product, Dude Solutions' systems are not rated for eco-friendliness or labels, ratings or certifications that green/sustainability factors. However, we have pursued internal efforts to become a "greener' your company has received for the company.
equipment or products included in
your Proposal related to energy Dude Solutions' guiding principles lead our clients toward more sustainable approaches in efficiency or conservation, life-cycle their everyday operations. In general, our software-as-a-service systems allow clients to "go design (cradle-to-cradle), or other
green/sustainability factors
Educate Dude Nation on sustainability best practices.

Partner with local organizations to provide volunteer opportunities.

Introduce Dude employees to energy saving options, both at work and at home.

Strive to minimize waste both within our group and Dude Nation in the past year, the Green Dude has hosted an Arbor Dude Fair, which brought educators and vendors from throughout the region to our Cary, North Carolina, headquarters. We partnered with organizations such as CompostNow, The Produce Box and Trees for the Triangle to promote education and volunteerism locally.

In addition, Dude Solutions facilities are equipped with sustainable equipment such a:
movement-sensitive light sensors, which prevent energy waste in unoccupied buildings Individual employees are encouraged to responsibly consume energy by turning off and 40 Describe any Women or Minority The principal beneficial owner of Dude Solutions, Inc. is Clearlake Capital Group, L.P. whic Business Entity (WMBE), Small is certified as an MBE as evidenced by the attached certificate Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners *
have obtained. Upload
documentation of certification (as
applicable) in the document upload
section of your response.
41 What unique attributes does your There are a million critical moving pieces inside your organization that need to work at their company, your products, or your best to keep our clients' operations running smoothly. participating entities? What makes The has ly lie, 10. As they are eneng the day to day. they re also being ase dients. your proposed solutions unique in
your industry as it applies to see into the future.

Sourcewell participating entities?
Dude Solutions is software for smarter operations. With over 12,000 happy clients and 20 years of experience, we serve as our clients' trusted partner. Offering a connected suite of solutions to give our clients visibility into every aspect of your operations. We provid redictive insights to help users anticipate what actions to take nex Dude Solutions accomplishes this through a commitment to being a trusted partner, offering connected suite of software products and creating the predictive insights decision-maker Deep, industry-focused expertise - and a proven track record of success Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD End users benefit because we work closely with front-line staff, from implementation to mpact. We guide these teams to quick wins to help them gain control of their operations from day one. The Dude is always beside our clients! We offer legendary support, an ever- growing knowledge base, the annual Dude University conference, ongoing training and a dedicated team committed to your success. Clients are never alone in their day-to-day work or in their mission to improve operations.

Dude Solutions understand the nuances of the changing operations landscape. And because we've been down this path with clients 12,000 times before, we know what it takes to succeed. We work with our clients to identify and implement the right solutions to help them reach their goals. Then we help clients benchmark, measure and share the results, all while ensuring every member of the operations team feels confident and empowered to harness the power of our solutions
Integrated solutions to give you visibility into every aspect of your operations When every aspect of our clients' operations talks to each other, they gain powerful insight:
hat shape the way they work. We know the journey to a fully integrated ecosystem doesn' happen ovemight. So, we meet clients wherever they are to create a strategy and chart a course to connectedness
Front-line users receive a single, intuitive view into every aspect of their operations - fron the assets they manage to the energy their facilities consume. This helps them identif opportunities for improvement, spot issues before they become headaches and understand what actions to take next to make your operations more efficient.

The Dude system also helps decision-makers identify trends, create forecasts and plan for the future by bringing together important information from across an organization. This improves collaboration among their teams. Clients can leverage data to make more informed decisions about where to shift focus or allocate budget. We empower clients with a unified view into the state of their world, so they can confidently make the case for more resources.

Intelligence that transforms work and shows a clear path to the next action -and benchmark it
We help front-line users spend more time doing the work they want to do and less time anticipate costs and effectively manage workload.

Dude Solutions also uses our deep knowledge of the government and education sectors, along with the data we've collected over 20 ears, to create powerful predictive models. This allows clients to reduce costs and downtime and avoid unplanned asset, resource or monetary expenses. Our systems help clients more accurately forecast their capital needs for tomorrow - and the day after. Our SaaS offerings are powered by a data platform that never stops leaming and improving.

Table 9: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

Line Question
Item Response
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 42 labor ur waranties cover all products, parts, and DSl's subscription agreement includes the following warranty:

DSI represents and warrants that during the applicable
Subscription Term that the Service wil perform materially in accordance with the applicable Documentation. For any breach of this warranty in Section

7.2(a), Subscriber's exclusive remedy and DSl's entire liability shall be as described in Section 6.3 (Termination for Convenience).

DSI represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 7.2(b), Subscriber's exclusive remedy and DSl's entire liability shall be the re-performance of the applicable Professional Services.

EXCEPT AS EXPRESSLY STATED HEREIN, THE PARTIES

MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE

RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT.

PARTIES DISCLAIM ALL REPRESENTATIONS OR WARRANTIES THAT: (1)

THE USE OF THE SERVICES OR API SHALL BE SECURE, TIMELY,

UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE

SERVICES OR API SHALL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS; (III) ANY STORED DATA SHALL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES,

INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY

SUBSCRIBER THROUGH THE SERVICES SHALL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS; M) ERRORS OR DEFECTS SHALI BE CORRECTED; (VI) THE SERVICES OR THE SERVERS) THAT MAKE

THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS
PROVIDED TO SUBSCRIBER STRICTLY ON AN "AS-IS" BASIS. ALL

CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER

EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT

LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY

DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE PARTIES.
43 Do your warranties impose usage restrictions ol No.
other limitations that adversely affect coverage?
44 Do your warranties cover the expense o This is not applicable for software-as-a-service. echnicians' travel time and mileage to perforr
45 This is not applicable for software-as-a-service.

TEZE
46 This is not applicable for software-as-a-service.
47 What are your proposed exchange and retum DSi's subscription agreement allows for Termination for Convenience in the programs and policies? Initial Term of the software subscription as follows:
days' prior written notice to the following email address:
[email protected]. Upon termination by Subscriber pursuant to this Section 6.3, Subscriber may request in writing and be granted a refund. If DSI receives Subscriber's written notice of termination during the Initial Term, DSI shall refund to Subscriber any prepaid Subscription Fees of the Initial Term Subscription determined based upon the number of full months remaining in the Initial Term (based upon the effective date of termination.

For avoidance of doubt, no refund shall be granted during a Renewal Tem or with respect to Professional Services rendered
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 48 insured in your prop antract options for the items Treestion ordinarion on isle Console racing see are not en exception of any additional Onsite Consulting Packages, are included in clients' annual subscription at no additional cost. Dude Solutions does not limit access to support resources or offer tiered support options.

As Saas customers, clients will receive the following support as a standar service. Any optional services will be covered in individual clients' proposals Lifetime support for all active product subscriptions includes:

Toll-free telephone support by dialing (877) 655-3833, Monday to Friday 8:00 AM - 6 PM ET
Friendly representatives who will answer the phone within 3 rings and direct you to a knowledgeable team member who can help
Email support - we answer 98% of our support emails within 1 hour Instant help through our software with live chat during business hours Table 10: Payment Terms and Financing Options
Line Question
Item Response *
49 What are your payment terms (e.g., net 10, net 30)? Subscriber shall, on or before the commencement of the Initial Term of a Service subscription, pay to DS the Annual Fee for such Service subscription. Thereafter, DSI shall invoice Subscriber for each applicable Annual Fee at least sixty (60) days prior to the commencement of the applicable Renewal Term.
terms of the Order Form and DSl's commercial subscription agreement, Subscriber agrees to pay all Annual Fees no later than thirty (30) days after the receipt of DSl's applicable invoice.

Subscriber is responsible for providing complete and accurate billing and contact information to DS and notifying DS of any changes to such information.

Payment for professional services is upon completion of services or milestones, if applicable.

We do not offer a discount for prompt payments.
50 This is not applicable to SaaS
51 Briefly describe your proposed order process. Include Dude Solutions will present the client with an Order Form outlining enough detail to support your ability to report quarterly the services to be provided thereunder, including any addenda and sales to Sourcewell as described in the Contract template. supplements. Upon the participating entity's electronic or written For example, indicate whether your dealer network is acceptance of the Order Form or issuance of a PO referencing such included in your response and whether each dealer (or Order Form, the participating entity agrees to be bound by the terms some other enti will process the Sourcewell participating of the Order Form. Dude Solutions will issue an invoice to the client with net 30 payment terms. Since all deals flow through CRM, we are able to easily report on all sales to a specific client or partner. 52 Do you accept the P-card procurement and payment We do accept P-cards as a form of payment at no additional cost process? If so, is there any additional cost to Sourcewell to our clients. participating entities for using this process?
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.

Line Question Response *
Item
53 Describe your pricing model (e.g., line-item discounts or Dude Solutions offers software-as-a-service as annual subscription product-category discounts). Provide detailed pricing data and services which support the set up and use of the software (including standard or list pricing and the Sourcewell Dude Solutions will make a catalog of its software offerings and discounted price) on all of the items that you want services available to Sourcewell, and the following discounts shal Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal.

Upload your pricing materials (if applicable) in the document upload section of your response.

Activation/Set up Fee Discount: 6%
Vendor Services: 3%
DSI Service: 5%
Dude Solutions, Inc. periodically reviews and updates catalog price books in response to the market. Such updates may include price increase subscription fees and other applicable fees and charges ir connection with each renewal term, but such renewal fees shall not exceed the pricing on file with Sourcewell at the time of a participating entity's subscription renewal.
54 Quantify the pricing discount represented by the pricing Dude Solutions will offer the following discounts off of its catalog list roposal in this response. For example, if the pricing ir price:
your response represents a percentage discount from MSRP or list, state the percentage or percentage range. Software subscription discount: 21% Activation/Set up Fee Discount: 6%
Vendor Services: 3%
DSI Service: 5%
55 Describe any quantity or volume discounts or rebate Not applicable programs that you offer.
56 Propose a method of facilitating "sourced" products or This does not apply to DSI's business model at this time. related services, which may be referred to as "open market" 57 No incided in the pring sul cite or a you an e. This does not apply to DSl's business model at this time.

This includes all additional charges associated with a
58 freight, delivery, or shipping is an additional cost to th This is not applicable for software-as-a-service. purcewell participating entity, describe in detail th
complete freight, shipping, and delivery program.
59 Specifically describe freight, shipping, and delivery terms or This is not applicable for software-as-a-service. programs available for Alaska, Hawaii, Canada, or any
offshore delivery.
60 Describe any unique distribution and/or delivery methods or This is not applicable for software-as-a-service. options offered in your proposal.

Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Table 12: Pricing Offered
Line
Item The Pricing Offered in this Proposal is: * Comments 61 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.

Table 13: Audit and Administrative Fee
Line
Question Response *
Item
62 Specifically describe any self-audit process or program that you Dude Solutions holds itself accountable to high internal plan to employ to verify compliance with your proposed Contract standards. Dude Solutions utilizes a quote-to-cash process with Sourcewell. This process includes ensuring that Sourcewell within its CRM system to manage all order transactions. The participating entities obtain the proper pricing, that the Vendor discount schedule is entered into the CRM system, making it reports all sales under the Contract each quarter, and that the easy for sales reps to include Sourcewell and applicable Vendor remits the proper administrative fee to Sourcewell. pricing on client quotes. Sales reps select Sourcewell as the purchasing partner and discounts are automatically applied to the products and services included in the quote presented to the participating entity. When an order is closed, DSI's Order Operations team confirms contract pricing. when processing the order. An agreement is created for each order reflecting the applicable purchasing partner used by the client and this agreement flows to DSl's billing team for an invoice to be ssued. Payments are recorded against this agreement
allowing DSI to efficiently report on transactions each quarter. 63 DS! proposes an administrative fee of 2% Vendor's sales under the Contract. This fee will be reported and issued for paid transactions received each calendar quarter.
additional details.)
Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Question
Item Response *
64 Prudent prailed a sci senice that you
are offering in your proposal
rogress of maintenance work orders; manage assets and equipment; develo advanced workflows with preventive maintenance (PM) scheduling; utilize Internet o Things (loT) technology for predictive maintenance (PdM); create steps for audit and orkflow Manageme
Vork order request manageme
Job planner/calendar view for technicians
Work order prioritizatior
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD • Supplier/vendor tracking at asset level
• Base map of your institution's geographic area
• View and manage your work orders on a map view
• Create work orders and visually pin them to their appropriate location • Switch between street and satellite views
• Filter work orders by priority, status, work category and more GIS Asset Management
• Holistic view so you can effectively manage work and assets inside and outside • Manage your work orders, GIS assets and maintenance activity in one place • Leverage ESRI ArcGIS integration to manage and maintain GIS asset:
• View your upcoming workload spatially to measure and plan routes • Connect work orders to your GIS assets
• Update work in real time on iOS and Android devices (see mobile app anc • Create steps for audit and inspection completion
• Access easy-to-use Audit & Inspections feature in mobile app • Attach notes and photos to audit and inspection steps • Upload and categorize safety program documentatior
• Assign team member to audit documentation to ensure it's current and complian Loved sates rose ceo anger win any oceanation has been
Work Order Parts & PO Management
• Work order parts inventory, including physical count
• Just in time (JIT) inventory Purchasing/requisition management Reporting & Analysis
• Predefined dashboard with KPls, reports and charts
• Budget tracking based on historic data and projections : Data analyze foolel, create PDF for reporting
Mobile App
management
Document Management
• Attach documents to assets and work orders
• Supported formats include PDF, Microsoft Word, Excel, plain text Asset Essentials Inventory
Asset Essentials Inventory is an inventory management solution that allows you to Wack order pant anagemen, purchase ordering and cos analys art transactions, Detailed Part information
• Notifications: when a part reaches reorder point or minimum quanti Asset Essentials - Safety
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Safety Programs
• Assign team merber to suri documentation to erisure its current and compliant Attach documentation to work orders and preventive maintenana i eignatures to prove acknowledgment when safety documentation has bee MaintenanceEssentialsPro
functionality for mobile capabilities.

Corrective Maintenance
• Submit work order requests from anywhere
•Armatier raning and prioritization by project, location and budge • Attace bes 1o cork orge or, equireferencer and purchases with work order • Interactive calendar for resource scheduling
Mobile Applications
• Easy access to work orders
Accurately track time-on-task
• Attach files to work orders from your mobile device
• Business Intelligence (BI) reporting directly from Dude Platform • Compare your performance to others in your regior
• KPIs automatically generate into an executive PowerPoint forma Inventory Direct is a cloud-based inventory management solution that tracks all ventory transactions. Streamline the process of requesting, ordering, and trackin upplies and tools and allocating supplies to upcoming work requests • Enables users to batch approve and issue inventory items to a specific request • Includes catalog for easy viewing and selecting inventory items to purchase • Integrates with MaintenanceEssentialsPro to track inventory items required for Communication
- Tracks all material transacions such as receipis, retums, and adjustments • Assigns stock pools to see what is low and replenish as needed • Adjusts cycle counts and tracks why changes occur in re-inventories Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD • Authorizatior
• Documentatior
• Escalates critical alarms to next person in line, if not reviewed within specific • Weizes ASHRAE BAGnet or Tridium NagaraA platform standards andor standard e megrates with MaintenanceEssentials ro for effcient data exchange Tracks and Documents all critical alarms within the system • Generates customizable, detailed graphs and reports illustrating alarm histon Capital Predictor is a cloud-based budget projection solution developed to create an used tor funerate reports for key stakeholders to prove the value of work and the Prediction Modeling: Apply service-based life cycle degradation paths and prover roprietary algorithms at component, specific asset, asset type or asset class leve enabling accurate forecasting of the health of your entire network; monitor the effects of maintenance and treatments applied
Live Data & Reporting:Improve efficiency exponentially by sharing accurate, digestible nd up-to-date asset management reporting outputs - no training or softwar astallation require
Comparison Reporting: Forecast changes to future condition and service levels of every asset in your portfolio given decreased, fixed or increased funding. Infor apital investment decision-making to maximize asset health with accurate scenari nodeling (up to 50 years) across treatment types, intervention points, funding levels required and more
Energy Manage
Energy Manager is a cloud-based platform that creates unprecedented clarity inte ur utility bills and identifies areas of cost and consumption savings while improvi ur facility's conservation programs. With your organization's utility bills centralize occupants, while seamlessly setting the stage for data-driven discussion on hov energy is used in your portfolio and how to use it more efficiently Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD • Track and monitor utility bills and compare usage data • Quickly view high-level trends, cost and usage, view historic utility data and tract Energy Star Syn
Sia to ae now you stack your daint facies a for maine purpose it needed
EE22225
Dude Sol pions sam populates your bil data into your Energy Manager database, thus reducing the amount of staff time needed to type or upload bill data and free you up to focus on more strategic items.
evenEssentials Pro is a cloud-based collaborative event management solion that simplifies the facility scheduling and community use process, providing your ate stars The auctions a lead rearin ali anger a lie
that streamlines the educational trip workflow process. The solution is accessible via connection to the internet (see Technical Requirements). Each user will be given Trip Management
• End-user trip request submission with status updates
o Automated routing for trip requests to approval managers o Print trip consent forms
o Manage driver and vehicle scheduling
• (Optional) score drivers by hours, overtime and tenure Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Mileage
Purchase
Event Manager
Scheduling & Publishing
• Social referral features for many of the largest social media channels Event Management
• Create, send and track invoices
• Establish fee packages based on organization type
Community Use
Request portal for community requests to utilize your institution's facilities Ability for community to search using keyword
Custom branding to best highlight your facilities availability for public usag Incident
ncident is a powerful, online technology incident and help desk management tool tha treamlines the entire technology workflow process, from incident request t incident approval and assignment
• Helps requesters identify problems at point of request through troubleshooting - Features work queues to group requests by problem type and automatically route • Trace dated ed main meting as amen, hitor, congration, ratod ncidents and default priority
• Includes online IT discussion board for peer problem solving and role-based public knowledge base for requester self-help
• Integrates with EventEssentialsPro (sold separately) to enable requesters to submit technology requests for event setup
• Integrates with MaintenanceEssentialsPro work order management system (sold separately) to provide "one stop shopping" for staff to submit either facility or IT work Dude Solutions' Insight takes out the need for manual entry with agentless, automate discovery and inventory management. Our solution creates a seamless, simple way to eep track of all the assets on you
etwork without the added bulk of individual agents on device o Discovery he proces or derang nice on ear by are in al of is Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Smarov is a browser-based software-as-a-service (Saas) solution that securely Permitting & Planning
• Centralize permit and project data
• Automate workflow and approval process
• Define an unlimited number of permit and project types • Collaborate internally between departments or extemally with clients • Manage licensing from new applications to renewals and expirations, including - sue Busines licensections
• Generate notice letters for applicants
Enable online application submittal and fee payment
Allow for expirations or blocking of permit and inspection requests • Paperless processing of all plan reviews and reporting • Enable workflows, task routing, approvals and digital plan review functionality Concurrent review by multiple users in real-tim
rack changes and revisions throughout the lifecycl
• Add markups, comments and time-stamps to drawings
• Attach code references to comments and generate code reference/ comment documents
Store frequently-used comments
• Compare multiple versions of drawings with overlay and side-by-side view Enforcement
Curraly trafand ma age unimple sue yes, rese violation acivity and deadlines
• Assign inspections based on geographical area, violation type or inspector workload • Track investigations, hearings and legal actions
Automatically calculate violation fines
• Attach notes, scanned images and electronic files to a case • View case resolution and create a permanent case history Integrate with existing GIS system
• Unify automated workflows, task lists, scheduling and note-taking Create checklists of actions for each inspection type
Assign inspection types and checklists to every project, permit, case or license Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD • Display inspection search results and enforcement actions as a point on a ma • Navigate existing cases and initiate new cases starting from a ma Submit permit applications, including digital documents, digital plans, fee paymenl ind inspection requests View the status of permits, inspections and violation • View daily and pending inspection schedules, as well as year-to-date metrics View and respond to digital plan markup and comment
• Review real-time plan check comments and inspection resu Online Payments
• Define fee types and rates
Assess fees and invoice for payment
• Receive partial or full payments and issue partial or full refunds Integrate with payment processors and Financial Management System Manage security and uptime to allow for payments 24i
65 Within this RFP category there may be Education
subcategories of solutions. List subcategory
titles that best describe your products and Work and Asset services. Energy
Events
Technology
Capital Forecasting
Govemment
Work and Asset
Energy
Technolog
Capital Forecasting
Eventunity Development
Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.

Line Item Category or Type Offered * Comments
66 Enterprise resource planning (ERP) solutions r Yes Not offered " No
67 Human resource information systems (HRIS r Yes Not offered " No
68 Financial management systems r Yes Not offered
" No
69 Enterprise content management (ECM) solutions r Yes Not offered " No
Student information systems (SIS) r Yes Not offered
r No
71 Facility management software (FMS) o Yes CMMS systems, event management, r No energy management, capital planning
72 System sorelare slat enforcement, or justice r Yes Not offered r. No
73 lunicipal services, inspections, and permittir SmartGov community development lanagement solutior software
74 • Yes Not offered
of systems or sacens described to ve ofering
" No
75 ervices related to the offering of systems o Implementation, facility condition olutions described abov assessments, additional training Table 15: Industry Specific Questions
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Item Response*
76 If you are awarded a contract, provide Technical success with the contract will be measured in the following domains:
ew examples of internal metrics that wil
be tracked to measure whether you are Information security and uptime naving success with the contrac Support responsiveness
mplementation speed and qualit
nformation security and uptime
Support responsiveness
Our internal support teams track time-to-respond metrics for all clients throughout the organization to ensure timely account management and responsiveness. Our internal am is committed to answering email questions within one hour and answering :
one calls within three rin
Implementation speed and quality
Dur team will track key milestones throughout the implementation process, allowing i determine whether the client's contract is being successfully executed. We do th rough the use of Basecamp, a project collaboration tool and task list that suppo le management and oversight of key project deliverable
Dude Solutions will work with the client's Project Team to determine the best methods for tracking and acceptance for each implementation project. 77 We have a long history of working with organizations to integrate successfully with their products and various third-party systems. Our cloud-based SaaS solution:
provide multiple out-of-the-box options to integrate with third-party systems. Ou rograms have the ability to store custom data for referential purposes sent from thir arty systems. The data interchange/integration tools include Flat file data exchange via the Connector Tool (AddOn) - The flat file interchange via the Connect Tool contain referential IDs so that they can refer back to the relationship with data elements likes WOs to Assets, WOs to transactions, Assets to WOs, and more which can be leveraged to maintain data integrity and relationships.

Real-time data interchange via AE Rest APis (AddOn) - The REST APIs allow the client full access to transactional and reference data captured in the system. These APls allows for data import and export, as well as means for transactional data transfer. This is more of an advanced option, and requires technical resources on the Purchasing
Finance
Accounts Payable
Time Management
Human Resources
Describe your migration, customization, and Data Migration upgrade processes.

The consulting team will ask a series of questions, such as:

What are your put you want test regure data?
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Peter ration in the die
Migration sign-off
Deliverables
*
Map data elements
Determine migration pre-requisites and sequencing
Define migration approach based on requirements definitior Create and execute validation checklists
Assumptions and Constraints
The client will provide information related to:

Data Source
Active data usage
Point of Contact who know the data structure and content usage Provide data validation and testing resources
Customization
Dude Solutions delivers each of its products as a Commercial Off-The-Shelf (COTS).

Upgrade Processes
Dude Solutions runs a standing maintenance window each Wednesday night at Regular system maintenance is performed weekly during non-business hours (10:00 PM ET to 6:00 AM ET; Monday through Friday). Regular system maintenance can result in brief interruptions to system availability (but still maintaining the overall 99.5% 24x7 availability target).

Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 79 Describe your data integrity and protection
standards, data backup, recovery and
secure storage solutions. classified according to the risks associated with its storage, processing, anc transmission. Consistent use of the information classification policy facilitates efficien siness activities and insures all information is appropriately safeguarded. istomer data is classified at the CONFIDENTIAL level as a minimu Data Storage
Data Encryption at Rest
Data Encryption in Transit
Customer uploads of data - if required - are performed using secure FTP (SFTP connections. IPSec VPN tunnels and TLSISS are used to transfer data betweer locations for disaster recovery and offsite backup
Data Segmentation
Dude Solutions provides multi-tenant Software as a Service (SaaS) solutions.

Customer data is logically segmentation based on unique Customer ID numbers. Data separate folders on a file system.

Data Leak Prevention
Dude Solutions uses a third party managed security service (MSS) which provides firewall management, IDS and IPS. Dude Solutions' MSS actively monitors network traffic and takes appropriate/specified action when secunty events occur.

For more information
Please refer to the attached business continuity overview for more information abou our data integrity and protection standards
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD 80 Implementation Strategy
Dude Solutions' implementation combines both offsite (virtual) and onsite implementation
The Implementation Process for Asset Essentials is composed of the following stages:

During this call, the Project Coordinator aligns your business objectives with an mplementation plan and resources tailored to the features and functionality of the application you plan to utilize. Both Parties shall mutually agree on the appropriate milestones to be set forth in the implementation plan prior to initiating the regularly During the ongoing meeting, Dude Solutions shall
se response for guiding and consulting with the Clients Project Teacimencuss, gather and document the business requirements in our Production Requirements Dude Solutions shall complete and submit this to the Client for its application. During the Account Configuration Phase, Dude Solutions may require lient to review and approve specific, smaller components of the overa molementation in order to configure and customize a subsequent component uring the User Training and Acceptance phase Client will have the ability to conduc est cases as determined by Client in consultation with Dude Solutions to determine whether the product performs in accordance with the application's documentation, the ccordance with the process for reporting that shall be agreed upon by the Partie luring the Requirements Phase
The Launch phase shall commence upon written Acceptance of the implementation provided by Client to Dude Solutions.

A multi-phased implementation would require an interative approach for multiple user groups across project sites. These phases would be repeated, as needed, based on the client's requirements.

Integration
Dude Solutions manages some direct connections through our Connector tool, which will be scoped during the proposal phase for each client.

Nith regards to other API integrations that fall outside of this traditional scope: Clien vill be responsible for all data integration points. Dude Solutions Inc.'s will provide API documentation. However, resources to manage integrations with third party software will the be responsibility of the client. Dude Solutions Inc. has decided not freedom fo leverage out eat in any system, provided there is capabily, instead of a Installation Partners
Dude Solutions does not use installation partners.
81 Identify any mobile applications available ude Solutions offers dedicated mobile applications for two of our system:
for your offered solutions, if applicable. martGov and Asset Essentia All other products are accessible through web browsers on any internet-ready device.

Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Table 16: Exceptions to Terms, Conditions, or Specifications Form Contract Section Term, Condition, or Specification Exception or Proposed Modification Documents
Ensure your submission document(s) conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded documents) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any documents) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Financial Strength and Stability - Dude Solutions Financial Disclosure Form - 7.8.20.pdf - Wednesday September 02, 2020 09:36:40 • Marketing Plan/Samples (optional)
• WMBE/MBE/SBE or Related Certificates - Clearlake Capital Group - Minority Ownership Certificate (12.1.2019). pdf - Tuesday September 01, 2020 12:14:33
• Warranty Information (optional)
• Pricing - Sourcewell Price Book.pdf - Tuesday September 01, 2020 11:27:40 • Additional Document - Sourcewell data sheets. pdf - Wednesday September 02, 2020 08:58:08 Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD Proposer's Affidavit

PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance:

1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.

2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award.

3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company has not assisted any other entity that has submitted or will submit a proposal for this solicitation.

4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired.

5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this

6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract.

7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract.

8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract.

9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act.

11. Proposer its employees, agents, and subcontractors are not:
a. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf; b. Included on the government-wide exclusions lists in the United States System for Award Management found at:
https://www.sam.gov/portal/3; or
c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: BCFFE7AF-D637-4B95-90EE-B5816EB44BCD by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation.
• By checking this box | acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation, - Kathryn Bennett, Proposal Manager, Dude Solutions, INc.

The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. ~ Yes 6 No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.

Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.

I have reviewed the
File Name below addendum anc
attachments (if Pages
applicable)
Addendum_7_Public_Sector_Admin_Software_RFP_09032C
Thu August 20 2020 03:52 PM 4
Addendum_6_Public_Sector_Admin_Software_RFP_090320
2 on August 17 2020 07:56 AM
Addendum_5_Public_Sector_Admin_Software_RFP_090320
Mon August 10 2020 02:35 PM 1
Addendum_4_Public_Sector_Admin_Software_RFP_090320
2 Thu August 6 2020 10:34 AM
Addendum_3_Public_Sector_Admin_Software_RFP_090320
3 Thu July 30 2020 03:38 PM
Addendum_2_Public_Sector_Admin_Software_RFP_090320 1
Thu July 23 2020 12:34 PM
Addendum_1_Public_Sector_Admin_Software_RFP_090320
1 Fri July 17 2020 09:18 AM
•
Bid Number: RFP 090320 Vendor Name: Dude Solutions
DocuSign Envelope ID: DE2A0EAA-BDED-4E9D-BD52-1F42C41FFE27 AMENDMENT #1
TO
CONTRACT # 090320-SDI
THIS AMENDMENT, effective upon the date of the last signature below, is by and between Sourcewell and Brightly Software, Inc. (Supplier).

Sourcewell awarded a contract to Dude Solutions, Inc. to provide Public Sector and Education Administration Software Solutions with Related Services, to Sourcewell and its Participating Entities, effective November 6, 2020, through November 2, 2024 (Contract).

Supplier notified Sourcewell that it changed its name to Brightly Software, Inc. Supplier has requested modification to the Sourcewell Contract to reflect the name change.

The parties wish to amend the Contract as follows:

Throughout the Contract, the name "Dude Solutions, Inc.," will be replaced with "Brightly Software, Inc."
Except as amended by this Amendment, the Contract remains in full force and effect.

Sourcewell Brightly Software, Inc.
-DocuSigned by: - DocuSigned by:

By: Jeremy Sclewarts By:

Jeremy can 2, fler rive urement Officer Dan Gian 20901127812...

Date: 3/10/2022 | 8:33 AM CST Date: 3/9/2022 | 7:00 PM EST Approved:
-DocuSigned by:

By: Chad Coanette
Chad CuTEr 1ZA6au.vd Director/CEO
3/10/2022 | 8:34 AM CST
Date:

Sourcewell Contract #090320-SDI | Amendment #1

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